OPEN-END
MORTGAGE,
 GENERAL
MORTGAGE INDENTURE
 AND
 DEED
OF TRUST
 
 
 
 FIRSTENERGY
NUCLEAR GENERATION CORP.
 
 
 TO
 
 
 THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
 as
Trustee
 
 
 Dated
As Of
 June
1, 2009
 This
Instrument Contains After-Acquired Property Provisions
 
 This
Indenture constitutes a financing statement filed as a fixture filing under
Article 9 of the Uniform Commercial Code (as in effect in the relevant
jurisdiction) consisting of “goods” (as defined in such Uniform Commercial Code)
which now are or later may become fixtures relating to the real property
described in Exhibit A of this Indenture.
  
  TABLE OF
CONTENTS
 Page
 GRANTING
      CLAUSE FIRST
                  1GRANTING
      CLAUSE THIRD
                  2GRANTING
      CLAUSE FOURTH
                  2EXCEPTED
      PROPERTY
                  
                  2ARTICLE I
      DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
                  7Section
      1.01
                  General
      Definitions
                  7“Accountant”
                  7“Act”
                  8“Adjusted Net
      Earnings”
                  8“AEA”
                  8“Affiliate”
                  8“Annual
      Interest Requirements”
                  8“Applicable
      Procedures”
                  8“Appraiser”
                  8“Appraiser’s
      Certificate”
                  8“Authenticating
      Agent”
                  8“Authorized
      Executive Officer”
                  9“Authorized
      Publication”
                  9“Authorized
      Purposes”
                  9“Board of
      Directors”
                  9“Board
      Resolution”
                  9“Bonded”
                  9“Bond
      Register” and “Bond Registrar”
                  9“Bonds”
                  9“Business
      Day”
                  9“Class “A”
      Bonds”
                  10“Class “A”
      Mortgage”
                  10“Commission”
                  10“Company”
                  10“Company
      Order” or “Company Request”
                  10“Corporate
      Trust Office”
                  10“corporation”
                  10“Cost”
                  10“Customary
      Exceptions”
                  10“date of
      execution and delivery of this Indenture”
                  10“Defaulted
      Interest”
                  10“Depository”
                  11“Discount
      Bond”
                  11“Dollar” or
      “$”
                  11“Eligible
      Obligations”
                  11“Engineer”
                  11
  
  
 “Engineer’s
      Certificate”
                  11“Event of
      Default”
                  11“Excepted
      Property”
                  11“Exchange
      Act”
                  12“Expiration
      Date”
                  12“Fair
      Value”
                  12“Funded
      Cash”
                  12“Generally
      Accepted Accounting Principles”
                  12“Global
      Bond”
                  12“Governmental
      Authority”
                  12“Government
      Obligations”
                  13“Holder”
                  13“Indenture”
                  13“Independent”
                  13“Independent
      Engineer’s Certificate”
                  13“Interest
      Payment Date”
                  13“Investment
      Securities”
                  13“licensed
      activity”
                  14“Lien”
                  14“Matured Event
      of Default”
                  14“Maturity”
                  14“Mortgaged
      Property”
                  14“Net Earnings
      Certificate”
                  14“Notice of
      Default”
                  15“Nuclear
      Facility”
                  15“Officer’s
      Certificate”
                  15“Opinion of
      Counsel”
                  15“Outstanding”
                  15“Paying
      Agent”
                  16“Periodic
      Offering”
                  16“Permitted
      Liens”
                  16“Person”
                  19“Place of
      Payment”
                  19“Pledged
      Bonds”
                  19“Predecessor
      Bond”
                  19“Prepaid
      Lien”
                  19“Primary
      Purposes of the Company’s Business”
                  19“Prior
      Lien”
                  19“Property
      Additions”
                  20“Purchase
      Money Lien”
                  20“Redemption
      Date”
                  20“Redemption
      Price”
                  20“Regular
      Record Date”
                  20“Required
      Currency”
                  20“Responsible
      Officer”
                  21“Retired
      Bonds”
                  21
  
  
 “Special
      Record Date”
                  21“Stated
      Interest Rate”
                  21“Stated
      Maturity”
                  21“Successor
      Corporation”
                  21“Tranche”
                  21“Trust
      Indenture Act”
                  21“Trustee”
                  21“Unbonded”
                  21“United
      States”
                  22Section
      1.02
                  Bonded; Funded
      Cash
                  22Section
      1.03
                  Net Earnings
      Certificate; Adjusted Net Earnings; Annual Interest
      Requirements
                  23Section
      1.04
                  Property
      Additions; Cost
                  25Section
      1.05
                  Compliance
      Certificates and Opinions
                  28Section
      1.06
                  Content and
      Form of Documents Delivered to Trustee
                  29Section
      1.07
                  Acts of
      Holders
                  31Section
      1.08
                  Notices, Etc.
      to Trustee and Company
                  34Section
      1.09
                  Notice to
      Holders of Bonds; Waiver
                  35Section
      1.10
                  Conflict with
      Trust Indenture Act
                  35Section
      1.11
                  Effect of
      Headings and Table of Contents
                  36Section
      1.12
                  Successors and
      Assigns
                  36Section
      1.13
                  Separability
      Clause
                  36Section
      1.14
                  Benefits of
      Indenture
                  36Section
      1.15
                  Governing
      Law
                  36Section
      1.16
                  Legal
      Holidays
                  36Section
      1.17
                  Investment of
      Cash Held by Trustee
                  37Section
      1.18
                  Approval of
      Signers
                  37Section
      1.19
                  No Adverse
      Interpretation of Other Agreements
                  37Section
      1.20
                  Language of
      Notices, Etc
                  37Section
      1.21
                  Security
      Agreement; Fixture Filing
                  37ARTICLE II
      BOND FORMS
                  38Section
      2.01
                  Forms
      Generally
                  38Section
      2.02
                  Form of
      Trustee’s Certificate of Authentication
                  38Section
      2.03
                  Form of Legend
      for Global Bonds
                  39ARTICLE III
      THE BONDS
                  39Section
      3.01
                  Amount of
      Bonds Unlimited; Issuable in Series
                  39Section
      3.02
                  Denominations
                  44Section
      3.03
                  Execution,
      Dating, Certificate of Authentication
                  44Section
      3.04
                  Temporary
      Bonds
                  44Section
      3.05
                  Registration,
      Registration of Transfer and Exchange
                  45Section
      3.06
                  Mutilated,
      Destroyed, Lost and Wrongfully Taken Bonds
                  47Section
      3.07
                  Payment of
      Interest; Interest Rights Preserved
                  48Section
      3.08
                  Persons Deemed
      Owners
                  49Section
      3.09
                  Cancellation
      by Bond Registrar
                  50Section
      3.10
                  Computation of
      Interest
                  50Section
      3.11
                  Payment to Be
      in Proper Currency
                  50
  
  
 Section
      3.12
                  CUSIP and ISIN
      Numbers
                  50ARTICLE IV
      ISSUANCE OF BONDS
                  51Section
      4.01
                  General
                  51Section
      4.02
                  Issuance of
      Bonds on the Basis of Pledged Bonds
                  54Section
      4.03
                  Issuance of
      Bonds on the Basis of Property Additions
                  55Section
      4.04
                  Issuance of
      Bonds on the Basis of Retired Bonds
                  58Section
      4.05
                  Issuance of
      Bonds upon Deposit of Cash with Trustee
                  59ARTICLE V
      REDEMPTION OF BONDS
                  60Section
      5.01
                  Applicability
      of Article
                  60Section
      5.02
                  Election to
      Redeem; Notice to Trustee
                  60Section
      5.03
                  Selection of
      Bonds to Be Redeemed
                  60Section
      5.04
                  Notice of
      Redemption
                  61Section
      5.05
                  Bonds Payable
      on Redemption Date
                  62Section
      5.06
                  Bonds Redeemed
      in Part
                  62ARTICLE VI
      REPRESENTATIONS AND COVENANTS
                  63Section
      6.01
                  Payment of
      Bonds; Lawful Possession; Maintenance of Lien
                  63Section
      6.02
                  Maintenance of
      Office or Agency
                  63Section
      6.03
                  Money for Bond
      Payments to Be Held in Trust
                  64Section
      6.04
                  Corporate
      Existence
                  65Section
      6.05
                  Maintenance of
      Properties
                  66Section
      6.06
                  Payment of
      Taxes; Discharge of Liens
                  66Section
      6.07
                  Insurance;
      Nuclear Insurance; Decommissioning
                  67Section
      6.08
                  Recording,
      Filing, Etc.
                  70Section
      6.09
                  Waiver of
      Certain Covenants
                  71Section
      6.10
                  Statement as
      to Compliance
                  71Section
      6.11
                  Use of Trust
      Moneys and Advances by Trustee
                  72Section
      6.12
                  Limited
      Issuance of Class “A” Bonds
                  72ARTICLE VII
      PLEDGED BONDS: ADDITIONAL CLASS “A” MORTGAGES; DISCHARGE OF
                    CLASS
      “A” MORTGAGE
                  72Section
      7.01
                  Registration
      and Ownership of Pledged Bonds
                  72Section
      7.02
                  Payments on
      Pledged Bonds
                  72Section
      7.03
                  Surrender of
      Pledged Bonds
                  73Section
      7.04
                  No Transfer of
      Pledged Bonds
                  73Section
      7.05
                  Voting of
      Pledged Bonds
                  73Section
      7.06
                  Designation of
      Class “A” Mortgages
                  74Section
      7.07
                  Discharge of
      Class “A” Mortgages
                  76ARTICLE VIII
      POSSESSION, USE AND RELEASE OF MORTGAGED PROPERTY
                  80Section
      8.01
                  Quiet
      Enjoyment
                  80Section
      8.02
                  Dispositions
      without Release
                  80Section
      8.03
                  Release of
      Mortgaged Property if Bonding Ratio Test Satisfied
                  81Section
      8.04
                  Release of
      Limited Amount of Mortgaged Property
                  82Section
      8.05
                  Release of
      Mortgaged Property Not Subject to a Class “A” Mortgage
                  83Section
      8.06
                  Withdrawal or
      Other Application of Funded Cash
                  85Section
      8.07
                  Release of
      Property Taken by Eminent Domain, etc.
                  87
  
  
 Section
      8.08
                  Alternative
      Release Provision
                  87Section
      8.09
                  Disclaimer or
      Quitclaim
                  88Section
      8.10
                  Miscellaneous
                  88ARTICLE IX
      SATISFACTION AND DISCHARGE
                  89Section
      9.01
                  Satisfaction
      and Discharge of Bonds
                  89Section
      9.02
                  Satisfaction
      and Discharge of Indenture
                  91Section
      9.03
                  Application of
      Trust Money
                  91ARTICLE X
      EVENTS OF DEFAULT; REMEDIES
                  92Section
      10.01
                  Events of
      Default
                  92Section
      10.02
                  Acceleration
      of Maturity; Rescission and Annulment
                  93Section
      10.03
                  Entry Upon
      Mortgaged Property
                  94Section
      10.04
                  Power of Sale;
      Suits for Enforcement
                  94Section
      10.05
                  Incidents of
      Sale
                  95Section
      10.06
                  Collection of
      Indebtedness and Suits for Enforcement by Trustee
                  96Section
      10.07
                  Application of
      Money Collected
                  96Section
      10.08
                  Receiver
                  97Section
      10.09
                  Trustee May
      File Proofs of Claim
                  97Section
      10.10
                  Trustee May
      Enforce Claims Without Possession of Bonds
                  98Section
      10.11
                  Limitation on
      Suits
                  98Section
      10.12
                  Unconditional
      Right of Holders to Receive Principal, Premium and
Interest
                  99Section
      10.13
                  Restoration of
      Rights and Remedies
                  99Section
      10.14
                  Rights and
      Remedies Cumulative
                  99Section
      10.15
                  Delay or
      Omission Not Waiver
                  100Section
      10.16
                  Control by
      Majority Holders of Bonds
                  100Section
      10.17
                  Waiver of Past
      Defaults
                  100Section
      10.18
                  Undertaking
      for Costs
                  101Section
      10.19
                  Waiver of
      Appraisement and Other Laws
                  101Section
      10.20
                  Defaults under
      Class “A” Mortgages
                  101Section
      10.21
                  Limitation on
      Remedies
                  101ARTICLE XI THE
      TRUSTEE
                  102Section
      11.01
                  Certain Duties
      and Responsibilities
                  102Section
      11.02
                  Notice of
      Defaults
                  102Section
      11.03
                  Certain Rights
      of Trustee
                  103Section
      11.04
                  Not
      Responsible for Recitals or Issuance of Bonds
                  104Section
      11.05
                  May Hold
      Bonds
                  104Section
      11.06
                  Money Held in
      Trust
                  104Section
      11.07
                  Compensation
      and Reimbursement.
                  104Section
      11.08
                  Disqualification;
      Conflicting Interests
                  105Section
      11.09
                  Corporate
      Trustee Required; Eligibility
                  105Section
      11.10
                  Resignation
      and Removal; Appointment of Successor
                  106Section
      11.11
                  Acceptance of
      Appointment by Successor
                  107Section
      11.12
                  Merger,
      Conversion, Consolidation or Succession to Business
                  108Section
      11.13
                  Preferential
      Collection of Claims Against Company
                  108Section
      11.14
                  Co-trustees
      and Separate Trustees
                  108
  
  
 Section
      11.15
                  Appointment of
      Authenticating Agent
                  110ARTICLE XII
      LISTS OF HOLDERS; REPORTS BY TRUSTEE AND COMPANY
                  111Section
      12.01
                  Lists of
      Holders; Preservation of Information
                  111Section
      12.02
                  Reports by
      Trustee and Company
                  112ARTICLE XIII
      CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
                  112Section
      13.01
                  Company May
      Consolidate, etc., Only on Certain Terms
                  112Section
      13.02
                  Successor
      Corporation Substituted
                  114Section
      13.03
                  Extent of Lien
      Hereof on Property of Successor Corporation
                  114Section
      13.04
                  Release of
      Company upon Conveyance or Other Transfer
                  114Section
      13.05
                  Merger into
      Company; Extent of Lien Hereof
                  115ARTICLE XIV
      SUPPLEMENTAL INDENTURES
                  115Section
      14.01
                  Supplemental
      Indentures Without Consent of Holders
                  115Section
      14.02
                  Supplemental
      Indentures With Consent of Holders
                  117Section
      14.03
                  Execution of
      Supplemental Indentures
                  119Section
      14.04
                  Effect of
      Supplemental Indentures
                  119Section
      14.05
                  Conformity
      With Trust Indenture Act
                  119Section
      14.06
                  Reference in
      Bonds to Supplemental Indentures
                  119ARTICLE XV
      MEETINGS OF HOLDERS; ACTION WITHOUT MEETING
                  120Section
      15.01
                  Purposes for
      Which Meetings May be Called
                  120Section
      15.02
                  Call, Notice
      and Place of Meetings
                  120Section
      15.03
                  Persons
      Entitled to Vote at Meetings; Record Date
                  121Section
      15.04
                  Quorum;
      Action
                  121Section
      15.05
                  Attendance at
      Meetings; Determination of Voting Rights; Conduct and Adjournment of
      Meetings
                  122Section
      15.06
                  Counting Votes
      and Recording Action of Meetings
                  123Section
      15.07
                  Action Without
      Meeting
                  123ARTICLE XVI
      IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, AND
                    DIRECTORS
                  123Section
      16.01
                  Liability
      Solely Corporate
                  123Exhibit
      A
                  Property
      Description (Real Property)
                  A-1Exhibit
      B
                  Property
      Description (Licenses, Permits, Etc.)
                  B-1Schedule
      I
                  Recording
      Information
                  S-1
  OPEN-END MORTGAGE,
GENERAL MORTGAGE INDENTURE AND DEED OF TRUST, dated as of June 1, 2009, between
FIRSTENERGY NUCLEAR GENERATION CORP., a corporation organized and existing under
the  laws of the State of Ohio, the post office address of which is 76
South Main Street, Akron, Ohio 44308, and THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., a national banking association organized and existing under the
laws of the United States of America, the post office address of which is 1660
West 2nd Street,
Suite 830, Cleveland, Ohio 44113, as Trustee.
  WITNESSETH:
  WHEREAS, all
capitalized terms used in this Indenture have the respective meanings set forth
in Article I; and
  WHEREAS, the Company
deems it necessary to borrow and, pursuant to this Indenture, to issue Bonds for
its corporate purposes from time to time, and to mortgage and pledge the
property hereinafter described to secure payment of the Bonds; and
  WHEREAS, all acts
and things have been done and performed which are necessary to make this
Indenture, when duly executed and delivered, a valid and binding mortgage and
deed of trust for the security of all Bonds duly issued hereunder and
Outstanding from time to time; and the execution and delivery of this Indenture
have been in all respects duly authorized.
  NOW, THEREFORE, to
secure the payment of the principal of, premium, if any, and interest, if any,
on all Bonds issued and Outstanding under this Indenture when payable in
accordance with the provisions thereof and hereof, and to secure the performance
by the Company of, and its compliance with, the covenants and conditions of this
Indenture, and in consideration of the premises and of One Dollar paid to the
Company by the Trustee, the Company hereby grants, bargains, sells, releases,
conveys, assigns, transfers, mortgages, pledges, sets over and confirms to The
Bank of New York Mellon Trust Company, N.A., as Trustee, and grants to the
Trustee a security interest in, the following:
  GRANTING CLAUSE
FIRST
  All
right, title and interest of the Company, as of the date of the execution and
delivery of this Indenture, in and to all property, real, personal and mixed
located in the State of Ohio or the Commonwealth of Pennsylvania (other than
Excepted Property), in any case used or to be used in or in connection with the
Primary Purposes of the Company’s Business (whether or not such use is the sole
use of such property), including without limitation  all right, title
and interest of the Company in and to the following property so located (other
than Excepted Property):  (a) all real property owned in fee,
easements and other interests in real property which are specifically described
or referred to in Exhibit A attached
hereto and incorporated herein by this reference; (b) all licenses, permits to
use the real property of others, franchises to use public roads, streets and
other public properties, rights of way and other rights or interests relating to
the occupancy or use of real property, including without limitation all of the
same which are specifically described or referred to in Exhibit B
attached hereto and incorporated herein by this reference;(c) all facilities,
machinery, equipment and fixtures for the generation or
   production of
electric energy including, but not limited to, all plants, powerhouses, dams,
diversion works, generators, turbines, engines, boilers, fuel handling and
transportation facilities, air and water pollution control and sewage and solid
waste disposal facilities, switchyards, towers, substations, transformers,
poles, lines, cables, conduits, ducts, conductors, meters, regulators and all
other property used or to be used for any or all of such purposes; (d) all
buildings, offices, warehouses, structures or improvements in addition to those
referred to or otherwise included in clauses (a) and (c) above; (e) all
computers, data processing, data storage, data transmission or
telecommunications facilities, equipment and apparatus necessary for the
operation or maintenance of any facilities, machinery, equipment or fixtures
described or referred to in clauses (c) above; and (f) all of the foregoing
property in the process of construction;
  GRANTING CLAUSE
SECOND
  Subject to the
applicable exceptions permitted by Section 8.10, Section 13.03 and
Section 13.05, all right, title and interest of the Company in and to all
property located in the State of Ohio or the Commonwealth of Pennsylvania (other
than Excepted Property) of the kind and nature described in Granting
Clause First which may be hereafter acquired by the Company, it being the
intention of the Company that all such property acquired by the Company after
the date of the execution and delivery of this Indenture shall be as fully
embraced within and subjected to the Lien hereof as if such property were owned
by the Company as of the date of the execution and delivery of this
Indenture;
  GRANTING CLAUSE
THIRD
  All
right, title and interest of the Company in and to any Excepted Property, and
any other property, real, personal or mixed, not described in Granting
Clause First or Granting Clause Second, which may, from time to time
after the date of the execution and delivery of this Indenture, by delivery or
by one or more indentures supplemental hereto, be subjected to the Lien hereof
by the Company or by anyone in its behalf, the Trustee being hereby authorized
to receive the same at any time as additional security hereunder; it being
understood that any such subjection to the Lien hereof of any Excepted Property
or other property as additional security may be made subject to such
reservations, limitations or conditions respecting the use and disposition of
such property or the proceeds thereof as shall be set forth in such instrument;
and
  GRANTING CLAUSE
FOURTH
  All
right, title and interest of the Company in and to all other property of
whatever kind and nature subjected or intended to be subjected to the Lien of
this Indenture by any of the terms and provisions hereof;
  EXCEPTED
PROPERTY
  Expressly excepting
and excluding, however, from the Lien and operation of this Indenture all right,
title and interest of the Company in and to the following property, whether now
owned or hereafter acquired (the “Excepted
Property”):
  (a) all cash on hand, in
banks or in other financial institutions, deposit accounts, shares of stock,
interests in general or limited partnerships, bonds, notes, other
   2
 
  evidences of
indebtedness and other securities, securities entitlements and investment
properties, of whatsoever kind and nature, not hereafter paid or delivered to,
deposited with, or held by, the Trustee hereunder or required so to be
(including without limitation all right, title and interest to any such cash or
property held, in trust or otherwise, for current or projected decommissioning
expenditures of the Company in respect of any of its
facilities);
  (b) all contracts,
leases, operating agreements and other agreements of whatsoever kind and nature
(including pole attachment agreements and joint pole agreements) (except to the
extent that any of the same are specifically described in clause (a) or (b) of
Granting Clause First of this Indenture, in which case they are included within
the Lien of this Indenture); collections from former, present or future
customers that are permitted by applicable law to be applied to, or pledged as
security for, the repayment of securities issued by or on behalf of the Company,
contract rights, bills, notes, chattel paper and other instruments (except to
the extent that any of the same constitute securities, in which case they may be
separately excepted from the Lien of this Indenture under clause (a)
above); all revenues, income and earnings; all accounts, accounts receivable and
unbilled revenues, and all rents, tolls, issues, product and profits, claims,
credits, demands and judgments; all governmental and other licenses, permits,
franchises, consents and allowances, including but not limited to permits
licenses and rights (however characterized) granted by any governmental entity
with respect to air, water or other types of pollution or pollution credits
(except to the extent that any of the same are specifically described in
clause (b) of Granting Clause First of this Indenture, in which case
they are included within the Lien of this Indenture); and all patents, patent
licenses and other patent rights, patent applications, trade names, trademarks,
copyrights, domain names, claims, credits, choses in action and other intangible
property and general intangibles including, but not limited to, computer
software;
  (c) all motor vehicles,
automobiles, buses, trucks, truck cranes, tractors, trailers and similar
vehicles and movable equipment; all rolling stock, rail cars, containers and
other railroad equipment; all vessels, boats, barges and other marine equipment,
all airplanes, helicopters, aircraft engines and other flight equipment, and all
components, parts, accessories, supplies and fuel used or to be used in
connection with any of the foregoing and all personal property of such character
that the perfection of a security interest therein or other Lien thereon is not
governed by the Uniform Commercial Code as in effect in the jurisdiction in
which such property is located;
  (d) all goods, stock in
trade, wares, merchandise and inventory acquired or otherwise held for the
purpose of sale or lease in the ordinary course of business; all spare parts and
tools held for use or consumption in, or in the operation of, any properties of
the Company; all equipment and other property held in advance of use thereof for
maintenance, replacement or fixed capital purposes; all materials, supplies and
inventory and other personal property which are consumable (otherwise than by
ordinary wear and tear) in their use in or in connection with the operation of
the Mortgaged Property; all fuel, including nuclear fuel, whether or not in a
form consumable in the operation of the Mortgaged Property, including separate
assemblies and components thereof in the forms in which such assemblies and
components exist at any time before, during or after the
   3
  period of the use
thereof as fuel (that is, in the case of nuclear fuel, the process, whether
physical or chemical, by which the component parts of nuclear fuel are
processed, enriched, designed or fabricated into assemblies, which, when loaded
into a nuclear reactor, are intended to produce heat through the fission or any
other process and thereafter are utilized, disengaged, cooled, stored or
reprocessed);
  (e) all satellites and
other equipment and materials used or to be used in outer space; all business
machines; all communications equipment (including telephone equipment); all
computer equipment; all hand and other portable tools and equipment; all
furniture and furnishings; and computers and data processing, data storage, data
transmission, telecommunications, record production, storage and retrieval
equipment and other facilities, equipment and apparatus, which, in any case, are
used primarily for administrative or clerical purposes or are otherwise not
necessary for the operation or maintenance of the facilities, machinery,
equipment or fixtures described or referred to in clause (c) or (d) of
Granting Clause First of this Indenture; and all components, spare parts,
accessories, programs (other than computer software) and supplies used or to be
used in connection with any of the foregoing;
  (f) all sand, gravel,
rocks, earth, natural gas, coal, lignite, ore, uranium, gas, oil and other
minerals and all crops and timber, and all rights and interests in any of the
foregoing (including without limitation rights to explore therefor), whether or
not such minerals or crops and timber shall have been mined, extracted or
harvested or otherwise separated from the land; all mineral rights, leases and
royalties and income therefrom; all gas or oil wells or any lease or real estate
acquired for the purpose of obtaining gas or oil rights; and all electric
energy, gas (natural or artificial), steam, water, ice and other products
generated, produced, manufactured, purchased or otherwise acquired by the
Company; provided, that the
Company’s interest as lessee under that certain Lease Agreement dated as of May
14, 1976, between the State of Ohio (as lessor) and Cleveland Electric
Illuminating Company (as lessee), which Lease Agreement was recorded in Volume
22, Page 738 of Lake County, Ohio Records (as such Lease Agreement has
heretofore been assigned), shall not be deemed to be Excepted Property pursuant
to this clause (f) (it being acknowledged that the Company’s interest in such
Lease Agreement shall instead be deemed to be Excepted Property pursuant to
Excepted Property clauses (b) and (h));
  (g) all real property,
leaseholds, gas rights, wells, gathering, tap or other pipe lines, or
facilities, equipment or apparatus, in any case used or to be used primarily for
the production or gathering of natural gas;
  (h) all property which
is the subject of a lease agreement designating the Company as lessee and all
right, title and interest of the Company in and to such property and in, to and
under such lease agreement, including without limitation in and to leasehold
improvements, whether or not such lease agreement is intended as security
(except to the extent that any of the same are specifically described in clause
(a) or (b) of Granting Clause First of this Indenture, in which case they are
included within the Lien of this Indenture);
   4
   (i) all facilities,
machinery, equipment and fixtures for the appropriation, storage, transmission
and distribution of water including, but not limited to, water works,
reservoirs, diversion works, stations and substations, transmission pipelines,
canals, raceways, flumes, waterways, aqueducts, storage facilities, tanks,
purifiers, valves, regulators, pumps, mains, pipes, service pipes, conduits,
fittings and connections, services, meters and any and all other property used
or to be used for any or all of such purposes;
  (j) all permits,
licenses, franchises and rights not specifically subjected or required to be
subjected to the Lien hereof by the express provisions of this Indenture,
whether now owned or hereafter acquired by the Company, which by their terms or
by reason of applicable law would become void or voidable if mortgaged or
pledged hereunder by the Company or which cannot be granted, conveyed,
mortgaged, transferred or assigned by this Indenture without the consent of
other parties whose consent is not secured, or without subjecting the Trustee to
a liability not otherwise contemplated by the provisions of this Indenture, or
which otherwise may not be, or are not, hereby lawfully and effectively granted,
conveyed, mortgaged, transferred and assigned by the Company;
  (k) all property, real,
personal and mixed, which subsequent to the date of the execution and delivery
of this Indenture, has been released from the Lien of this Indenture, and any
improvements, extensions and additions to such properties and renewals,
replacements and substitutions of or for any parts thereof;
  (l) all property, real,
personal and mixed, which meets all the following conditions:
  (i) not specifically
described in the Granting Clauses of this Indenture,
  (ii) not specifically
subjected or required to be subjected to the Lien hereof by the express
provisions of this Indenture, and
  (iii) not part of or used
or for use in connection with any property specifically subjected or required to
be subjected to the Lien
 hereof by the express
provisions of this Indenture;
  (m) the Company’s
franchise to be a corporation; and
  (n) all books and
records;
  provided, however, that,
subject to the provisions of Section 13.03, (x) if, at any time after the
occurrence of an Event of Default, the Trustee, or any separate trustee or
co-trustee appointed under Section 11.14 or any receiver appointed pursuant to
Section 10.08 or otherwise, shall have entered into possession of all or
substantially all of the Mortgaged Property, all the Excepted Property described
or referred to in clauses (b), (c), and (d) then owned or held or thereafter
acquired by the Company, to the extent that the same is used in connection with,
or otherwise relates or is attributable to, the Mortgaged Property, shall
immediately, and, in the case of any Excepted Property described or referred to
in clause (h), to the extent that the same is used in connection with, or
otherwise relates or is attributable to, the Mortgaged Property, upon demand
   5
  of
the Trustee or such other trustee or receiver, become subject to the Lien of
this Indenture to the extent not prohibited by law or by the terms of any other
Lien at that time existing on such Excepted Property, and if not so prohibited,
junior and subordinate to any such other Lien at that time existing on such
Excepted Property, and the Trustee or such other trustee or receiver may, to the
extent not prohibited by law or by the terms of any such other Lien (and subject
to the rights of the holders of all such other Liens), at the same time likewise
take possession thereof, and (y) whenever all Events of Default shall have
been cured and the possession of all or substantially all of the Mortgaged
Property shall have been restored to the Company, such Excepted Property shall
again be excepted and excluded from the Lien hereof to the extent set forth
above; it being understood, however, that (i) the Company may pursuant to
Granting Clause Third, subject to the Lien of this Indenture any Excepted
Property, whereupon the same shall cease to be Excepted Property and
(ii) any property which was Excepted Property and becomes Mortgaged
Property, for whatever reason, shall become Mortgaged Property subject to any
Liens thereon which exist at the time such property becomes Mortgaged
Property.
  TO
HAVE AND TO HOLD all such property, real, personal and mixed, unto the Trustee
and its successors and assigns forever.
  SUBJECT, HOWEVER, to
(a) Permitted Liens, (b) Liens which have been granted by the Company to other
Persons prior to the date of the execution and delivery of this Indenture, and
(c) as to any property acquired by the Company after the date of execution and
delivery of this Indenture, Liens existing or placed thereon at the time of the
acquisition thereof (including, but not limited to, Purchase Money Liens and the
Lien of any Class “A” Mortgage), it being understood that with respect to
any of such property which is now or hereafter becomes subject to the Lien of
any Class “A” Mortgage, the Lien of this Indenture shall at all times be
junior and subordinate to the Lien of such Class “A” Mortgage;
  BUT
IN TRUST, NEVERTHELESS, for the equal and ratable benefit and security of all
present and future Holders of the Bonds, and to secure the payment of the
principal of, premium, if any, and interest, if any, on the Bonds issued and
Outstanding under this Indenture when payable in accordance with the provisions
thereof and hereof, and to secure the performance by the Company of, and its
compliance with, the covenants and conditions of this Indenture without any
preference, priority or distinction of any one Bond over any other Bond by
reason of priority in the time of issue or negotiation thereof or
otherwise;
  UPON THE CONDITION
that, until the happening of an Event of Default and subject to the provisions
of Article VIII, the Company shall be permitted to possess and use the Mortgaged
Property, except cash, securities and other personal property deposited and
pledged, or required to be deposited and pledged, with the Trustee and to
receive and use the rents, issues, profits, revenues and other income of the
Mortgaged Property;
  PROVIDED, HOWEVER,
that the right, title and interest of the Trustee in and to the Mortgaged
Property shall cease, terminate and become void in accordance with, and subject
to the conditions set forth in, Article IX hereof, and if, thereafter, the
principal of and premium, if any, and interest, if any, on the Bonds shall have
been paid to the Holders thereof, or shall have been paid to the Company
pursuant to Section 6.03(e) hereof, then and in that case this Indenture
shall terminate, and, upon request of the Company, the Trustee shall execute and
deliver to the
   6
  Company such
instruments as the Company shall require to evidence such termination; otherwise
this Indenture, and the estate and rights hereby granted, shall be and remain in
full force and effect; and
  IT
IS HEREBY COVENANTED AND AGREED, by and between the Company and the Trustee,
that all Bonds are to be authenticated and delivered and that all Mortgaged
Property is to be held, subject to the further covenants, conditions, and trusts
hereinafter set forth, and the Company, for itself and its successors and
assigns, does hereby covenant and agree to and with the Trustee and its
successors in trust, for the equal and ratable benefit of all Holders of the
Bonds, as follows:
  ARTICLE
I
  DEFINITIONS AND
OTHER PROVISIONS OF GENERAL APPLICATION
  Section 1.01 General
Definitions .
  For
all purposes of this Indenture, except as otherwise expressly provided or unless
the context otherwise requires:
  (a) the terms defined in
this Article have the meanings assigned to them in this Article and
include the plural as well as the singular;
  (b) all terms used
herein (and which are not specifically defined herein) which are defined in the
Trust Indenture Act or by Commission rule under the Trust Indenture Act, either
directly or by reference therein, have the meanings assigned to them
therein;
  (c) all terms used
herein (and which are not specifically defined herein) which are defined in the
Uniform Commercial Code (as in effect in the relevant jurisdiction) have the
meanings assigned to them therein;
  (d) the word “or” is not
exclusive;
  (e) all accounting terms
not otherwise defined herein have the meanings assigned to them in accordance
with Generally Accepted Accounting Principles;
  (f) 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; and
  (g) all references in
this instrument to designated Articles, Sections and other subdivisions are to
the designated Articles, Sections and other subdivisions of this
Indenture.
  “Accountant” means a Person
engaged in the accounting profession or otherwise qualified to pass on
accounting matters (including, but not limited to, a Person certified or
licensed as a public accountant, whether or not then engaged in the public
accounting
   7
  profession), which
Person, unless required to be Independent, may be employed by or Affiliated with
the Company.
  “Act” , when used with
respect to any Holder, has the meaning specified in
Section 1.07(a).
  “Adjusted Net
Earnings” means the
amount calculated in accordance with Section 1.03(a); provided, however, that if any
of the property of the Company owned by it at the time of the making of any Net
Earnings Certificate (a) shall have been acquired during or after any
period for which Adjusted Net Earnings of the Company are to be computed,
(b) shall not have been acquired in exchange or substitution for property
the net earnings of which have been included in the Adjusted Net Earnings of the
Company, and (c) had been operated as a separate unit and items of revenue
and expense attributable thereto are readily ascertainable, then the net
earnings of such property (computed in the manner provided for the computation
of the Adjusted Net Earnings of the Company) during such period or such part of
such period as shall have preceded the acquisition thereof, to the extent that
the same have not otherwise been included in the Adjusted Net Earnings of the
Company, shall be so included.
  “AEA” means, as of
any time, the Atomic Energy Act of 1954, or any successor statute, as in force
at such time.
  “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; “Affiliated” has a
meaning correlative to the foregoing.  For the purposes of this
definition, “control” when used
with respect to any specified Person means the power to direct generally 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.
  “Annual Interest
Requirements” means the
amount calculated in accordance with Section 1.03(b).
  “Applicable
Procedures” of a
Depository means, with respect to any matter at any time, the policies and
procedures of such Depository, if any, that are applicable to such matter at
such time.
  “Appraiser” means a Person
engaged in the business of appraising property or competent to determine the
Fair Value or fair market value of the particular property in question, and who
or which, unless required to be Independent, may be employed by or Affiliated
with the Company.
  “Appraiser’s
Certificate” means a
certificate signed by an Appraiser; any Appraiser’s Certificate which is relied
upon by an Independent Engineer, for purposes of an Independent Engineer’s
Certificate, shall be signed by an Independent Appraiser.
  “Authenticating
Agent” means any
Person (other than the Company or an Affiliate of the Company) authorized by the
Trustee to act on behalf of the Trustee to authenticate one or more series of
Bonds, or any Tranche thereof.
    8
  “Authorized Executive
Officer” means the
Chairman of the Board, the Chief Executive Officer, the President, any Vice
President (whether or not his or her title includes a modifier such as
“Executive”, “Senior” or the like), the Treasurer, any Assistant Treasurer, the
Corporate Secretary, any Assistant Corporate Secretary or any other officer of
the Company designated in an Officer’s Certificate delivered to the Trustee to
be an Authorized Executive Officer.
  “Authorized
Publication” means a
newspaper or financial journal of general circulation, printed in the English
language and customarily published on each Business Day, whether or not
published on Saturdays, Sundays or holidays; or, in the alternative, shall mean
such form of communication as may have come into general use for the
dissemination of information of similar import.  In the event that
successive weekly publications in an Authorized Publication are required
hereunder they may be made (unless otherwise expressly provided herein) on the
same or different days of the week and in the same or in different Authorized
Publications.  In case, by reason of the suspension of publication of
any Authorized Publication, or by reason of any other cause, it shall be
impractical without extraordinary expense to make publication of any notice in
an Authorized Publication as required by this Indenture, then such method of
publication or notification as shall be made with the approval of the Trustee
shall be deemed the equivalent of the required publication of such notice in an
Authorized Publication.
  “Authorized
Purposes” means the
authentication and delivery of Bonds, the release of property or the withdrawal
of cash under any of the provisions of this Indenture.
  “Board of
Directors” duly means any
of (a) the board of directors of the Company, (b) any authorized committee of
that board or (c) any officer of the Company duly authorized by the Board of
Directors to take a specified action.
  “Board
Resolution” means a copy
of a resolution certified by the Corporate Secretary or an Assistant Corporate
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.  Where any provision of this Indenture refers to
action to be taken pursuant to a Board Resolution, such action may be taken by
the Board of Directors, any duly authorized committee of that board or any
officer of the Company duly authorized by the Board of Directors to take such
action.
  “Bonded” has the
meaning specified in Section 1.02(a).
  “Bond Register” and “Bond
Registrar” have the
respective meanings specified in Section 3.05(a).
  “Bonds” means any
bonds authenticated and delivered under this Indenture.
  “Business
Day” when used with
respect to a Place of Payment or any other particular location specified in the
Bonds or this Indenture, means any day, other than a Saturday or Sunday, which
is not a day on which banking institutions or trust companies in such Place of
Payment or other location are generally authorized or required by law,
regulation or executive order to remain closed, except as may be otherwise
specified as contemplated by Section 3.01.
   9
  “Class “A”
Bonds” means bonds or
other obligations now or hereafter issued and Outstanding under any
Class “A” Mortgage.
  “Class “A”
Mortgage” means,
collectively, each mortgage or deed of trust or similar indenture, as amended
and supplemented from time to time, to which any corporation that is
subsequently merged into or consolidated with the Company was a party at the
time of such merger or consolidation and which is hereafter designated an
additional Class “A” Mortgage in an indenture supplemental hereto executed
and delivered in accordance with Section 7.06.
  “Commission” means the
Securities and Exchange Commission, as from time to time constituted, created
under the Exchange Act, 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 (if any) performing
such duties at such time.
  “Company” means
FirstEnergy Nuclear Generation Corp., a corporation of the State of Ohio, until
a successor Person shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter “Company” shall mean such successor
Person.
  “Company Order” or “Company
Request”
  means a
written order or request signed in the name of the Company by an Authorized
Executive Officer and delivered to the Trustee.
  “Corporate Trust
Office”
  means the
office of the Trustee at which at any particular time its corporate trust
business shall be principally administered, which office at the date of
execution of this Indenture is located at 1660 West 2nd Street,
Cleveland, Ohio 44113 Attention: Global Corporate Trust.
  “corporation” means a
corporation, association, company (including limited liability company),
joint-stock company, business trust or other similar entity.
  “Cost” with respect
to Property Additions has the meaning specified in
Section 1.04(c).
  “Customary
Exceptions” means, with
respect to any Opinion of Counsel required to be delivered hereunder, such
exceptions to opinions as are customarily expressed in opinions of counsel
rendered in connection with similar transactions at the time such Opinion of
Counsel is to be delivered and, in any event, shall include exceptions based
upon limitations imposed by (a) bankruptcy, insolvency, fraudulent transfer
and conveyance, reorganization, moratorium or other laws relating to or
affecting mortgagees’ and other creditors’ rights and remedies generally,
(b) general principles of equity, including principles of commercial
reasonableness, good faith and fair dealing (regardless of whether such
enforceability is considered in a proceeding at law or in equity) and
(c) laws affecting creation, attachment, perfection or priority of, or
remedies for the enforcement of, security interests.
  “date of execution and
delivery of this Indenture” means June 1,
2009.
  “Defaulted
Interest” has the
meaning specified in Section 3.07(b).
    10
  “Depository” means, with
respect to any Bonds of any series issuable or issued in whole or in part in the
form of one or more Global Bonds, the clearing agency registered under the
Exchange Act and any other applicable statute or regulation specified for that
purpose with respect to such Bonds as contemplated by Section 3.01.
  “Discount
Bond” means any Bond
which provides for an amount less than the principal amount thereof to be due
and payable upon a declaration of acceleration of the Maturity thereof pursuant
to Section 10.02(a).
  “Dollar” or
“$” means a dollar
or other equivalent unit in such coin or currency of the United States as at the
time shall be legal tender for the payment of public and private
debts.
  “Eligible
Obligations” means:
  (a)
              with respect
      to Bonds denominated in Dollars, Government Obligations;
  or
  (b)
              with respect
      to Bonds denominated in a currency other than Dollars or in a composite
      currency, such other obligations or instruments as shall be specified with
      respect to such Bonds, as contemplated by
    Section 3.01.
  “Engineer” means a Person
engaged in the engineering profession or otherwise qualified to pass on
engineering matters (including, without limitation, a Person licensed as a
professional engineer, whether or not then engaged in the engineering
profession) or a Person engaged in the business of appraising property or
otherwise competent to determine the Fair Value or fair market value of the
particular property in question, who, in each case, unless required to be
Independent, may be employed by or Affiliated with the Company.
  “Engineer’s
Certificate” means a
certificate signed by an Authorized Executive Officer and by an Engineer; provided, however, that, in
connection with the release of any property from the Lien of this Indenture, the
Engineer’s Certificate as to the Fair Value of such property, and as to the
nonimpairment by reason of such release of the security of this Indenture in
contravention of the provisions hereof, shall be made by an Independent Engineer
if the Fair Value of such property and of all other property released since the
commencement of the then current calendar year, as set forth in the certificates
required by this Indenture, is 10% or more of the sum of (a) the aggregate
principal amount of the Bonds at the time Outstanding, and (b) the
aggregate principal amount of the Class “A” Bonds at the time Outstanding
(other than Pledged Bonds); but such a certificate of an Independent Engineer
shall not be required in the case of any release of property, if the Fair Value
thereof as set forth in the certificates required by this Indenture is less than
$25,000 or less than 1% of the sum of (i) the principal amount of the Bonds
at the time Outstanding, and (ii) the principal amount of the
Class “A” Bonds at the time Outstanding (other than Pledged
Bonds).
  “Event of
Default” has the
meaning specified in Section 10.01.
  “Excepted
Property” has the
meaning specified in the “Excepted Property” clause set forth
above.
    11
  “Exchange
Act” means, as of
any time, the Securities Exchange Act of 1934, as amended, or any successor
statute, as in force at such time.
  “Expiration
Date” has the
meaning specified in Section 1.07(g).
  “Fair Value” , with
respect to property, means the fair value of such property as may be determined
by reference to (a) the amount which would be likely to be obtained in an
arm's-length transaction with respect to such property between an informed and
willing buyer and an informed and willing seller, under no compulsion,
respectively, to buy or sell, (b) the amount of investment with respect to such
property which, together with a reasonable return thereon, would be likely to be
recovered through ordinary business operations or otherwise, (c) the Cost,
accumulated depreciation and replacement cost with respect to such property
and/or (d) any other relevant factors; provided, however, that the
Fair Value of property (x) shall be determined without deduction for any Prior
Liens (except as otherwise provided in Section 8.03) and (y) shall not reflect
any reduction relating to the fact that such property may be of less value to a
Person which is not the owner or operator of the Mortgaged Property or any
portion thereof than to a Person which is such owner or operator. Fair Value may
be determined, without physical inspection, by the use of accounting and
engineering records and other data maintained by the Company or otherwise
available to the Engineer or Appraiser certifying the same.
  “Funded
Cash” has the
meaning specified in Section 1.02(b).
  “Generally Accepted
Accounting Principles” means, at any
time, (i) with respect to any computation required or permitted under this
Indenture, such accounting principles as are generally accepted in the United
States at the date of such computation or, at the option of the Company from
time to time, at the date of the execution and delivery of this Indenture or any
Class “A” Mortgage which then remains in effect and (ii) if at such time
the Company is required to prepare its financial statements for reports filed
with the Commission under Section 13 or 15(d) of the Exchange Act pursuant to
standards other than those specified in clause (i) (which may include
International Financial Reporting Standards), such other standards, in each case
which are in effect at such time; provided, however, that in
determining generally accepted accounting principles applicable to the Company
for purposes of making any computation required or permitted hereunder, the
Company may, but shall not be required to, reflect any accounting pronouncement,
order, rule or regulation of any administrative agency, regulatory authority or
other governmental body having jurisdiction over the Company.
  “Global
Bond” means a Bond
that evidences all or part of the Bonds of any series and bears the legend
required by Section 2.03 (or such legend as may be specified as
contemplated by Section 3.01 for such Bonds) and has been issued to the
Depository or its nominee and registered in the name of such Depository or
nominee.
  “Governmental
Authority” means the
government of the United States or any state or territory thereof or of the
District of Columbia or of any county, municipality or other political
subdivision of any thereof, or any department, agency, authority or other
instrumentality of any of the foregoing.
    12
  “Government
Obligations” means:
  (a)           direct
obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States of America, and which are
entitled to the benefit of the full faith and credit thereof; and
  (b)           certificates,
depositary receipts or other instruments which evidence a direct ownership
interest in obligations described in clause (a) above or in any
specific interest or principal payments due in respect thereof, provided, however, that the
custodian of such obligations or specific interest or principal payments shall
be a bank or trust company subject to federal or state supervision or
examination with a combined capital and surplus of at least $50,000,000; and
provided, further, that except
as may be otherwise required by law, such custodian shall be obligated to pay to
the holders of such certificates, depositary receipts or other instruments the
full amount received by such custodian in respect of such obligations or
specific payments and shall not be permitted to make any deduction
therefrom.
  “Holder” means a Person
in whose name a Bond is registered in the Bond Register.
  “Indenture” means this
instrument as originally executed, and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, including the terms of
particular series of Bonds established as contemplated by Section 3.01,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act, that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively.
  “Independent” when applied
to any Person, means such a Person who (a) is in fact independent, (b) does
not have any direct material financial interest in the Company or in any other
obligor upon the Bonds or in any Affiliate of the Company or of such other
obligor, (c) is not connected with the Company or such other obligor as an
officer, employee, promoter, underwriter, trustee, partner, director or any
Person performing similar functions, (d) is selected by an Authorized
Officer of the Company and (e) is approved by the Trustee.  The
acceptance by the Trustee of a certificate or opinion of an Engineer, Accountant
or Appraiser shall be sufficient evidence that the signer or signers have been
approved by the Trustee.
  “Independent Engineer’s
Certificate” means an
Engineer’s Certificate signed by an Independent Engineer.
  “Interest Payment
Date” when used with
respect to any Bond, means the Stated Maturity of an installment of interest on
such Bond.
  “Investment
Securities” means any of
the following obligations or securities on which neither the Company nor an
Affiliate thereof is the obligor: (a) Government Obligations;
(b) interest bearing deposit accounts (which may be represented by
certificates of deposit) in national or state banks (which may include the
Trustee, an Affiliate of the Trustee or any Paying Agent) having a combined
capital and surplus of not less than $10,000,000, or savings and loan
associations having total assets of not less than $40,000,000; (c) bankers’
acceptances drawn on and accepted by commercial banks (which may include the
Trustee, an Affiliate of the Trustee or
   13
 
  any Paying Agent)
having a combined capital and surplus of not less than $10,000,000;
(d) direct obligations of, or obligations the principal of and interest on
which are unconditionally guaranteed by, any state or territory of the United
States of America or the District of Columbia, or any political subdivision of
any of the foregoing, which are rated in any of the three highest rating
categories (without regard to modifiers) by a nationally recognized statistical
rating organization; (e) bonds or other obligations of any agency or
instrumentality of the United States of America; (f) commercial or finance
company paper which is rated in any of the two highest rating categories
(without regard to modifiers) by a nationally recognized statistical rating
organization; (g) corporate debt securities rated in any of the three
highest rating categories (without regard to modifiers) by a nationally
recognized statistical rating organization; (h) repurchase agreements with
banking or financial institutions having a combined capital and surplus of not
less than $10,000,000 (which may include the Trustee, an Affiliate of the
Trustee or any Paying Agent) with respect to any of the foregoing obligations or
securities; (i) securities issued by any regulated investment company
(including any investment company for which the Trustee is the advisor), as
defined in Section 851 of the Internal Revenue Code of 1986, as amended, or
any successor section of such Code or successor federal statute, provided that the
portfolio of such investment company is limited to obligations that are bonds,
notes, certificates of indebtedness, treasury bills or other securities now or
hereafter issued, which are guaranteed as to principal and interest by the full
faith and credit of the United States of America, which portfolio may include
repurchase agreements which are fully collateralized by any of the foregoing
obligations; and (j) any other obligations or securities which may lawfully
and prudently be purchased by the Trustee.
  “licensed
activity” means a
“licensed activity” as defined in Section 11(p) of the AEA. “Lien” means any
mortgage, pledge, security interest, encumbrance, easement, lease, reservation,
restriction, servitude, charge or similar right or lien of any kind, including,
without limitation, any conditional sale or other title retention agreement, any
lease in the nature thereof, any filing of, or agreement to give, any financing
statement under the Uniform Commercial Code of any jurisdiction, and any
uninsured defect or irregularity in record title.
  “Matured Event of
Default” , when used with
respect to any Class “A” Mortgage, means the occurrence of any default or
any other event under such Class “A” Mortgage, and the expiration of the
applicable grace period, if any, specified in such Class “A” Mortgage, if
the effect of such default or other event is to accelerate, or to permit the
acceleration of, only the maturity of any amount due under such Class “A”
Mortgage.
  “Maturity” , when
used with respect to any Bond, means the date on which the principal of such
Bond or an installment of principal becomes due and payable as provided in such
Bond or in this Indenture, whether at the Stated Maturity, by declaration of
acceleration, upon call for redemption or otherwise.
  “Mortgaged
Property” means as of
any particular time all property which at said time is subject, or is intended
by the terms of this Indenture to be subject, to the Lien of this
Indenture.
  “Net Earnings
Certificate” has the
meaning specified in Section 1.03.
    14
  “Notice of
Default” means a
written notice of the kind specified in Section 10.01(c).
  “Nuclear
Facility” means a
“utilization facility” as defined in Section 11(cc) of the AEA or a “production
facility” as defined in Section 11(v) of the AEA.
  “Officer’s
Certificate” means a
certificate signed by an Authorized Executive Officer.
  “Opinion of
Counsel” means a
written opinion of counsel, who may be employed by or Affiliated with the
Company or be counsel to the Company.
  “Outstanding” , when
used:
  (a)  with respect to
Bonds, means, as of the date of determination, all Bonds theretofore
authenticated and delivered under this Indenture, except:
  (i) Bonds theretofore
paid, retired, redeemed, discharged or canceled, or delivered to the Bond
Registrar or Trustee for cancellation;
  (ii) Bonds deemed to have
been paid in accordance with Section 9.01;
  (iii) Bonds deposited with
or held in pledge by the Trustee under any of the provisions of this Indenture,
including any so held under any sinking, improvement, maintenance, replacement
or analogous fund; and
  (iv) Bonds in exchange
for or in lieu of which other Bonds have been authenticated and delivered
pursuant to this Indenture, other than any such Bonds in respect of which there
shall have been presented to the Trustee proof satisfactory to it and the
Company that such Bonds are held by a protected purchaser (within the meaning of
Section 8-303 of the Uniform Commercial Code) in whose hands such Bonds are
valid obligations of the Company;
  provided, however, that in
determining whether or not the Holders of the requisite principal amount of the
Bonds Outstanding under this Indenture, or the Outstanding Bonds of any series
or Tranche, have given any request, demand, authorization, direction, notice,
consent or waiver hereunder or whether or not a quorum is present at a meeting
of Holders of Bonds:
  (w)           Bonds
owned by the Company or any other obligor upon the Bonds or any Affiliate of the
Company or of such other obligor (unless the Company, such Affiliate or such
obligor owns all Bonds Outstanding under this Indenture, or all Outstanding
Bonds of each such series and each such Tranche, as the case may be, determined
without regard to this clause (w)) 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 or upon any such determination as to the presence of a
quorum, only Bonds which the Trustee knows to be so owned shall be so
disregarded; provided, however, that Bonds
so owned which have been pledged in good faith may be regarded as Outstanding if
it is established to the
   15
  reasonable
satisfaction of the Trustee that the pledgee, and not the Company or any such
other obligor or Affiliate of either thereof, has the 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 of such other
obligor;
  (x)           the
principal amount of a Discount Bond that shall be deemed to be Outstanding for
such purposes shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon a declaration of acceleration
of the Maturity thereof pursuant to Section 10.02(a);
  (y)           if,
as of such date, the principal amount payable at the Stated Maturity of a Bond
is not determinable, the principal amount of such Bond which shall be deemed to
be Outstanding shall be the amount as specified or determined as contemplated by
Section 3.01; and
  (z)           the
principal amount of a Bond denominated in one or more foreign currencies,
composite currencies or currency units which shall be deemed to be Outstanding
shall be the Dollar equivalent, determined as of such date in the manner
provided as contemplated by Section 3.01, of the principal amount of such Bond
(or, in the case of a Bond described in clause (x) or (y) above, of the amount
determined as provided in such clause); and
  (b) with respect to
Class “A” Bonds, has the meaning specified in the related Class “A”
Mortgage; provided, however, that in
determining whether the Pledged Bonds constitute a majority in aggregate
principal amount of the Class “A” Bonds Outstanding under a Class “A”
Mortgage for purposes of Section 7.05(b), Class “A” Bonds issued after
the date of execution and delivery of this Indenture (other than Pledged Bonds
or Class “A” Bonds issued to replace any mutilated, lost, destroyed or
wrongfully taken Class “A” Bonds issued prior to the date of execution and
delivery of this Indenture or to effect exchanges and transfers of
Class “A” Bonds issued prior to the date of execution and delivery of this
Indenture) shall be disregarded and deemed not to be Outstanding.
  “Paying
Agent” means any
Person, including the Company or an Affiliate of the Company, authorized by the
Company to pay the principal of and premium, if any, or interest, if any, on any
Bonds on behalf of the Company.
  “Periodic
Offering” means an
offering of Bonds of a series from time to time any or all of the specific terms
of which Bonds, including without limitation the rate or rates of interest, if
any, thereon, the Stated Maturity or Maturities thereof and the redemption
provisions, if any, with respect thereto, are to be determined by the Company or
its agents at or about the time of the issuance of such Bonds.
  “Permitted
Liens” means, at any
time, any of the following:
  (a) the Lien of this
Indenture and all Liens and encumbrances junior thereto;
   16
   (b) Liens for taxes,
assessments and other governmental charges or requirements not delinquent or
which are currently being contested in good faith by appropriate
proceedings;
  (c) mechanics’,
workmen’s, repairmen’s, materialmen’s, warehousemen’s and carriers’ Liens, Liens
or privileges of any employees of the Company for salary or wages earned, but
not yet payable, and other Liens, including without limitation Liens for
worker’s compensation awards, arising in the ordinary course of business for
charges or requirements which are not delinquent or which are being contested in
good faith and by appropriate proceedings;
  (d) any attachment,
judgment and other similar Lien arising in connection with court proceedings
(i) in an amount not in excess of the greater of $5,000,000 or 3% of the
principal amount at the time such attachment, judgment or Lien arises of the sum
of (x) the aggregate principal amount of Bonds Outstanding, and
(y) the principal amount of the Class “A” Bonds Outstanding (other
than Pledged Bonds), or (ii) with respect to which the Company shall
(A) in good faith be prosecuting an appeal or other proceeding for review
and with respect to which the Company shall have secured a stay of execution
pending such appeal or other proceeding, or (B) have the right to prosecute
an appeal or other proceeding for review;
  (e) easements, leases,
reservations or other rights of others in, on or over, and laws, regulations and
restrictions affecting, and defects and irregularities in record title to, the
Mortgaged Property or any part thereof; provided, however, that such
easements, leases, reservations, rights, laws, regulations, restrictions,
defects and irregularities do not in the aggregate materially impair the use by
the Company of the Mortgaged Property considered as a whole for the purposes for
which it is held by the Company;
  (f) any defects or
irregularities in title to any rights-of-way or to any real estate used or to be
used primarily for right-of-way purposes or held under lease, easement, license
or similar right; provided, however, that
(i) the Company shall have obtained from the apparent owner of the lands or
estates therein covered by any such right-of-way a sufficient right, by the
terms of the instrument granting such right-of-way, lease, easement, license or
similar right, to the use thereof for the purpose for which the Company acquired
the same, (ii) the Company has power under eminent domain, or similar
statutes, to remove such defects or irregularities, or (iii) such defects
or irregularities may be otherwise remedied without undue effort or
expense;
  (g) Liens securing
indebtedness neither created, assumed nor guaranteed by the Company, nor on
account of which it customarily pays interest, upon property hereafter acquired
by the Company, at the time of the acquisition thereof by the
Company;
  (h) leases existing at
the date of execution and delivery of this Indenture affecting property owned by
the Company at said date and renewals and extensions thereof; and leases
affecting such properties entered into after such date or affecting properties
acquired by the Company after such date which, in either case (i) have
respective terms (or periods at the end of which the Company may terminate the
lease) of not more than ten (10) years (including
   17
  extensions or
renewals at the option of the tenant), or (ii) do not materially impair the use
by the Company of such properties for the respective purposes for which they are
held by the Company;
  (i) any Lien vested in
any lessor, licensor or permitted for rent to become due or for other
obligations or acts to be performed, the payment of which rent or the
performance of which other obligations or acts is required under leases,
subleases, licenses or permits, so long as the payment of such rent or the
performance of such other obligations or acts is not delinquent or is being
contested in good faith and by appropriate proceedings;
  (j) any controls,
restrictions, obligations, duties or other burdens imposed by any federal,
state, municipal or other law, or by any rule, regulation or order of any
Governmental Authority, upon any property of the Company or the operation or use
thereof or upon the Company with respect to any of its property or the operation
or use thereof or with respect to any franchise, grant, license, permit or
public purpose requirement, or any rights reserved to or otherwise vested in any
Governmental Authority to impose any such controls, restrictions, obligations,
duties or other burdens;
  (k) Liens granted on air
or water pollution control, sewage or solid waste disposal, or other similar
facilities of the Company in connection with the issuance of pollution control
revenue bonds, in connection with financing the cost of, or the construction,
acquisition, improvement, repair or maintenance of, such
facilities;
  (l) any right which any
Governmental Authority may have by virtue of any franchise, license, contract or
statute to purchase, or designate a purchaser of or order the sale of, any
property of the Company upon payment of cash or reasonable compensation therefor
or to terminate any franchise, license or other rights or to regulate the
property and business of the Company;
  (m) any Liens which have
been bonded for the full amount in dispute or for the payment of which other
adequate security arrangements have been made;
  (n) (i) rights and
interests of Persons other than the Company arising out of contracts, agreements
and other instruments to which the Company is a party and which relate to the
common ownership or joint use of property; and (ii) all Liens on the
interests of Persons other than the Company in property owned in common by such
Persons and the Company if and to the extent that the enforcement of such Liens
would not adversely affect the interests of the Company in such property in any
material respect;
  (o) Liens securing
indebtedness incurred by a Person, other than the Company, which indebtedness
has been neither assumed nor guaranteed by the Company nor on which it
customarily pays interest, existing on property which the Company owns jointly
or in common with such Person or such Person and others, if there is a bar
against partition of such property, which would preclude the sale of such
property by such other Person or the holder of such Lien without the consent of
the Company;
  (p) Liens in favor of a
government or governmental entity securing (i) payments pursuant to a
statute (other than taxes and assessments), or (ii) indebtedness
   18
 
  incurred to finance
all or part of the purchase price or cost of construction of the property
subject to such Lien;
  (q) any other Liens or
encumbrances of whatever nature or kind which do not, individually or in the
aggregate, materially impair the Lien of this Indenture or the security afforded
thereby for the benefit of the Bondholders, as evidenced by an Opinion of
Counsel to such effect;
  (r) any trustee’s Lien
hereunder; and
  (s) Prepaid
Liens.
  “Person” means any
individual, corporation, association, partnership, joint venture, trust or
unincorporated organization or any Governmental Authority.
  “Place of
Payment” when used with
respect to the Bonds of any series, or any Tranche when used with respect to the
Bonds of any series, or any Tranche thereof, means the place or places,
specified as contemplated by Section 3.01, at which, subject to
Section 6.02, principal of and premium, if any, and interest, if any, on
the Bonds of such series or Tranche are payable upon presentation.
  “Pledged
Bonds” means
Class “A” Bonds issued and delivered to, and held by, the Trustee
hereunder.
  “Predecessor
Bond” of any
particular Bond means every previous Bond evidencing all or a portion of the
same debt as that evidenced by such particular Bond; and, for the purposes of
this definition, any Bond authenticated and delivered under Section 3.06 in
exchange for or in lieu of a mutilated, destroyed, lost or wrongfully taken Bond
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or
wrongfully taken Bond.
  “Prepaid
Lien” means any Lien
securing indebtedness for the payment of which money in the necessary amount
(taking into consideration the amount of income reasonably projected to be
earned on such amount) shall have been irrevocably deposited in trust with the
trustee or other holder of such Lien; provided however, that if such
indebtedness is to be redeemed or otherwise prepaid prior to the stated maturity
thereof, any notice requisite to such redemption or prepayment shall have been
given in accordance with the mortgage or other instrument creating such lien or
irrevocable instructions to give such notice shall have been given to such
trustee or other holder.
  “Primary Purposes of the
Company’s Business” means the
generation and production of electric energy.
  “Prior
Lien” means each
Class “A” Mortgage and any other mortgage, lien, charge, encumbrance,
security interest on or in, or pledge of, any Mortgaged Property existing both
at and immediately prior to the time of the acquisition by the Company of such
Mortgaged Property, or created as a Purchase Money Lien on such Mortgaged
Property at the time of, or in connection with, its acquisition by the Company,
in each case ranking prior to or on a parity with the Lien of this
Indenture.
    19
  “Property
Additions” has the
meaning specified in Section 1.04(a).
  “Purchase Money
Lien” means, with
respect to any property being acquired or disposed of by the Company or being
released from the Lien of this Indenture, a Lien on such property
which
  (a)           is
taken or retained by the transferor of such property to secure all or part of
the purchase price thereof;
  (b)           is
granted to one or more Persons other than the transferor which, by making
advances or incurring an obligation, give value to enable the grantor of such
Lien to acquire rights in or the use of such property;
  (c)           is
granted to any other Person in connection with the release of such property from
the Lien of this Indenture on the basis of the deposit with the Trustee or the
trustee or other holder of a Lien prior to the Lien of this Indenture of
obligations secured by such Lien on such property (as well as any other property
subject thereto);
  (d)           is
held by a trustee or agent for the benefit of one or more Persons described in
clause (a), (b) or (c) above, provided that such
Lien may be held, in addition, for the benefit of one or more other Persons
which shall have theretofore given, or may thereafter give, value to or for the
benefit or account of the grantor of such Lien for one or more other purposes;
or
  (e)           otherwise
constitutes a purchase money mortgage or a purchase money security interest
under applicable law;
  and, without
limiting the generality of the foregoing, for purposes of this Indenture, the
term Purchase Money Lien shall be deemed to include any Lien described above
whether or not such Lien (x) shall permit the issuance or other incurrence of
additional indebtedness secured by such Lien on such property, (y) shall permit
the subjection to such Lien of additional property and the issuance or other
incurrence of additional indebtedness on the basis thereof or (z) shall have
been granted prior to the acquisition, disposition or release of such property,
shall attach to or otherwise cover property other than the property being
acquired, disposed of or released or shall secure obligations issued prior or
subsequent to the issuance of the obligations delivered in connection with such
acquisition, disposition or release.
  “Redemption
Date” when used with
respect to any Bond to be redeemed, means the date fixed for such redemption by
or pursuant to this Indenture.
  “Redemption
Price” when used with
respect to any Bond to be redeemed, means the price at which it is to be
redeemed pursuant to this Indenture.
  “Regular Record
Date” for the
interest payable on any Interest Payment Date on the Bonds of any series means
the date specified for that purpose as contemplated by
Section 3.01.
  “Required
Currency” has the
meaning specified in Section 3.11.
    20
  “Responsible
Officer” when used with
respect to the Trustee, means any officer of the Trustee assigned by the Trustee
to administer its corporate trust matters.
  “Retired
Bonds” means any
Bonds authenticated and delivered under this Indenture which (a) no longer
remain Outstanding by reason of the applicability of subclause (i), (ii) or
(iii) of clause (a) in the definition of “Outstanding”, (b) have not
been made the basis under any of the provisions of this Indenture of one or more
Authorized Purposes, and (c) have not been, and are not to be, paid,
redeemed, purchased or otherwise retired by the application thereto of Funded
Cash.
  “Special Record
Date” for the
payment of any Defaulted Interest on the Bonds of any series means a date fixed
by the Trustee pursuant to Section 3.07.
  “Stated Interest
Rate” means a rate
more than zero at which an obligation by its terms is stated to bear simple
interest, which rate may be a variable rate.  Any calculation or other
determination to be made under this Indenture by reference to the Stated
Interest Rate on a Bond shall be made without regard to the effective interest
cost to the Company of such Bond and without regard to the Stated Interest Rate
on, or the effective cost to the Company of, any other obligation for which such
Bond is pledged or otherwise delivered as security.
  “Stated
Maturity” when used with
respect to any obligation or any installment of principal thereof or interest
thereon, means the date on which the principal of such obligation or such
installment of principal (whether as a result of scheduled amortization or
otherwise) or interest is due and payable (without regard to any provisions for
redemption, prepayment, acceleration, purchase or extension).
  “Successor
Corporation” has the
meaning set forth in Section 13.01(b).
  “Tranche” means those
Bonds of a series which, as among themselves, have identical terms and the same
original date of issuance but which, as to other Bonds of the same series,
differ as to one or more terms or have a different original date of
issuance.
  “Trust Indenture
Act” means, as of
any time, the Trust Indenture Act of 1939, or any successor statute, as in force
at such time.
  “Trustee” means The Bank
of New York Mellon Trust Company, N.A., a national banking association organized
and existing under the laws of the United States of America, until a successor
Trustee shall have become such with respect to one or more series of Bonds
pursuant to the applicable provisions of this Indenture, and thereafter
“Trustee” shall mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, “Trustee” as used with
respect to the Bonds of any series shall mean the Trustee with respect to Bonds
of that series.
  “Unbonded” as applied to
Bonds (including Retired Bonds), Class “A” Bonds or Property Additions
means that such Bonds, Class “A” Bonds or Property Additions are not
Bonded.
    21
  “United
States” means the
United States of America, its territories, its possessions and other areas
subject to its political jurisdiction.
  Section 1.02 Bonded; Funded
Cash .
  (a) “Bonded” as applied to
Bonds (including Retired Bonds), Class “A” Bonds or Property Additions
means that such Bonds, Class “A” Bonds or Property Additions are within one
or more of the following classes:
  (i) the aggregate amount
of Property Additions which have been used as a basis for the authentication and
delivery of Bonds pursuant to Section 4.03 or the withdrawal of cash
pursuant to Section 4.05(c) or Section 8.06(a)(i);
  (ii) Bonds which have
been used as a basis for the authentication and delivery of Bonds pursuant to
Section 4.04 or the withdrawal of cash pursuant to Section 4.05(c) or
Section 8.06(a)(ii), and Bonds paid, purchased or redeemed with money used
or applied by the Trustee pursuant to Section 8.06(a)(iv) or
(v);
  (iii) Bonds,
Class “A” Bonds and the aggregate amount of Property Additions which have
been used as the basis of the release of property from the Lien of this
Indenture;
  (iv) Bonds,
Class “A” Bonds and the aggregate amount of Property Additions which have
been allocated or used as a basis for any credit against the requirements of any
sinking, improvement, maintenance, replacement or analogous fund for any series
or Tranche of Bonds; provided, however, that any
such Bonds, Class “A” Bonds or amount of Property Additions so allocated or
used shall be reinstated as Unbonded when all of the Bonds of the series or
Tranche of Bonds in connection with such fund was established are
retired;
  (v) Class “A” Bonds
which (x) have been used as a basis for the authentication and delivery of
Bonds pursuant to Section 4.02 or (y) cannot, at the time of
determination, be used as a basis for the issuance of Class “A” Bonds under
a Class “A” Mortgage;
  (vi) the aggregate amount
of Property Additions designated in an Engineer’s Certificate delivered to the
Trustee pursuant to clause (iii) of Section 7.07(a) to be deemed to
have been made the basis of the authentication and delivery of Bonds then
Outstanding in connection with discharge of a Class “A” Mortgage.
  (b)  “Funded Cash”
means:
  (i) cash held by the
Trustee hereunder, to the extent that it represents the proceeds of insurance
on, or cash deposited in connection with the release of, property, or the
proceeds of the release of obligations secured by a Purchase Money Lien which
obligations have been delivered to the Trustee pursuant to Article VIII and
used as a credit in any application for the release of property
   22
 
  hereunder, or the
proceeds of payment to the Trustee on account of the principal of obligations
secured by a Purchase Money Lien which obligations have been delivered to it
pursuant to Article VIII and used as a credit in any application for the
release of property hereunder, all subject, however, to the provisions of
Section 8.06(c);
  (ii) any cash deposited
with the Trustee under Section 4.05; and
  (iii) any cash received by
the Trustee from the payment of the principal of Pledged Bonds.
  Section 1.03 Net Earnings Certificate;
Adjusted Net Earnings; Annual Interest Requirements
  .
  A
“Net Earnings
Certificate” means a certificate signed by an Authorized Executive
Officer and an Accountant (who may be employed by or Affiliated with the
Company), stating:
  (a) the “Adjusted Net
Earnings” of the Company for a period of twelve (12) consecutive calendar months
within the eighteen (18) calendar months immediately preceding the first day of
the month in which the Company Order requesting the authentication and delivery
under this Indenture of Bonds is delivered to the Trustee,
specifying:
  (i) its operating
revenues (which may include revenues of the Company subject when collected or
accrued to possible refund at a future date);
  (ii) its operating
expenses, excluding (A) expenses for taxes on income or profits and other
taxes measured by, or dependent on, net income, (B) provisions for reserves
for renewals, replacements, depreciation, depletion or retirement of property
(or any expenditures therefor), or provisions for amortization of property,
(C) expenses or provisions for interest on any indebtedness of the Company,
for the amortization of debt discount, premium, expense or loss on reacquired
debt, for any maintenance and replacement, improvement or sinking fund or other
device for the retirement of any indebtedness, or for other amortization,
(D) expenses or provisions for any non-recurring charge to income or to
retained earnings of whatever kind or nature (including without limitation the
recognition of expense or impairment due to the non-recoverability of assets or
expense), whether or not recorded as a non-recurring charge in the Company’s
books of account, and (E) provisions for any refund of revenues previously
collected or accrued by the Company subject to possible refund;
  (iii) the amount remaining
after deducting the amount required to be stated in such certificate by
clause (ii) above from the amount required to be stated therein by
clause (i) above;
  (iv) its other income,
net of related expenses (excluding expenses or provisions for any non-recurring
charge to the income or retained earnings of the
   23
 
  entity which is the
source of such other income of whatever kind or nature (including without
limitation the recognition of expense or impairment due to the nonrecoverability
of assets or expense), whether or not recorded and a non-recurring charge in
such entity’s books of account), which other income may include any portion of
capitalized interest and other deferred costs (or any analogous amounts) which
is not included in “other income” (or any analogous item) in the Company’s books
of account; and
  (v) t he Adjusted Net
Earnings of the Company for such period of twelve (12) consecutive calendar
months (being the sum of the amounts required to be stated in such certificate
by clauses (iii) and (iv) above); and
  (b)  the “Annual Interest
Requirements”, being the interest requirements for one year, at the
respective Stated Interest Rates, if any, borne prior to Maturity,
upon:
  (i) all Bonds
Outstanding hereunder at the date of such certificate, except any for the
payment or redemption of which the Bonds applied for are to be issued; provided, however, that, if
Outstanding Bonds of any series bear interest at a variable rate or rates, then
the interest requirement on the Bonds of such series shall be determined by
reference to the rate or rates in effect on the day immediately preceding the
date of such certificate;
  (ii) all Bonds then
applied for in pending applications for the original issuance of Bonds,
including the application in connection with which such certificate is made;
provided, however, that if
Bonds of any series are to bear interest at a variable rate or rates, then the
interest requirement on the Bonds of such series shall be determined by
reference to the rate or rates to be in effect at the time of the initial
authentication and delivery of such Bonds; and provided, further, that the
determination of the interest requirement on Bonds of a series subject to a
Periodic Offering shall be further subject to the provisions of clause (iv)
of Section 4.01(a);
  (iii) all Class “A”
Bonds Outstanding under Class “A” Mortgages at the date of such
certificate, except any Pledged Bonds and except any for the payment or
redemption of which the Bonds applied for are to be issued; provided, however, that, if the
Outstanding Class “A” Bonds of any series bear interest at a variable rate
or rates, then the interest requirement on the Class “A” Bonds of such
series shall be determined by reference to the rate or rates in effect on the
day immediately preceding the date of such certificate; and
  (iv) the principal amount
of all other indebtedness (except (A) Pledged Bonds, (B) indebtedness
of the Company the repayment of which supports or is supported by other
indebtedness included in Annual Interest Requirements pursuant to one of the
other clauses of this definition, (C) indebtedness for the payment of
which the Bonds applied for are to be issued, and (D) indebtedness secured
by a Prepaid Lien prior to the Lien of this Indenture upon property subject to
the Lien of this Indenture), outstanding on the date of such certificate and
   24
 
  secured by a Lien on
a parity with or prior to the Lien of this Indenture upon property subject to
the Lien of this Indenture, if such indebtedness has been issued, assumed or
guaranteed by the Company or if the Company customarily pays the interest upon
the principal thereof or collections from the Company’s customers are applied
to, or pledged as security for the payment of such interest; provided, however, that if any
such indebtedness bears interest at a variable rate or rates, then the interest
requirement on such indebtedness shall be determined by reference to the rate or
rates in effect on the day immediately preceding the date of such certificate;
and provided,
further, that
any amounts collected by others to be applied to debt service on indebtedness of
the Company, and not otherwise treated on the Company’s books as revenue, shall
be added to the Company’s operating revenues when determining Adjusted Net
Earnings.
  In
any case where a Net Earnings Certificate is required as a condition precedent
to the authentication and delivery of Bonds, such certificate shall be
accompanied by a certificate signed by an Independent Accountant if the
aggregate principal amount of Bonds then applied for plus the aggregate
principal amount of Bonds authenticated and delivered hereunder since the
commencement of the then current calendar year (other than those with respect to
which a Net Earnings Certificate is not required, or with respect to which a Net
Earnings Certificate accompanied by a certificate signed by an Independent
Accountant has previously been furnished to the Trustee) is 10% or more of the
sum of (a) the aggregate principal amount of the Bonds at the time
Outstanding, and (b) the aggregate principal amount of the Class “A”
Bonds at the time Outstanding (other than Pledged Bonds), which certificate
shall provide that such Independent Accountant has reviewed the Net Earnings
Certificate and that such Independent Accountant has no knowledge that any
statements in such Net Earnings Certificate are not true; but no such
certificate need 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 conditions precedent which depend 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.
  Section 1.04 Property Additions;
Cost
  .
  (a) “Property Additions”
means, as of any particular time, any item, unit or element of property which at
such time is owned by the Company and is subject to the Lien of this
Indenture.  Property Additions:
  (i) need not consist of
a specific or completed development, plant, betterment, addition, extension,
improvement or enlargement, but may include construction work in progress and
property in the process of purchase insofar as the Company shall have acquired
legal title to such property, and may include the following:
  (A) fractional and other
undivided interests of the Company in property owned jointly or in common with
other Persons, whether or not there are with respect to such property, other
agreements or obligations on the part of the Company, if there is a bar against
partition of such property which would preclude the sale of such property by any
or all of such other
   25
   Persons or the
holder or holders of any Lien or Liens on the interest of any of such other
Persons in such property, without the consent of the Company;
  (B) engineering,
economic, environmental, financial, geological and legal or other surveys, data
processing equipment and software, preliminary to or associated with the
acquisition or construction of property included or intended to be included in
the Mortgaged Property, provided that any
such property is not Excepted Property or, if it is Excepted Property, such
property has been subjected to the Lien and operation of this Indenture as
provided in Granting Clause Third;
  (C) paving, grading and
other improvements to, under or upon highways, bridges, parks or other public
property of analogous character required for or in connection with the
installation or repair of overhead, surface or underground facilities and paid
for and used or to be used by the Company, notwithstanding that the Company may
not hold legal title thereto;
  (D) property located
over, on or under property owned by other Persons, including governmental or
municipal agencies, bodies or subdivisions, under permits, licenses, easements,
franchises and other similar privileges, if the Company shall have the right to
remove the same;
  (E) intangible property
(including any acquisition premium paid in connection with the acquisition of
any property); and
  (ii)  may include
renewals, replacements and substitution of property not excluded from the
definition of “Property Additions” by virtue of clause (iii) below;
but
  (iii)  shall not
include:
  (A) Excepted Property
(other than Excepted Property which has been subjected to the Lien and operation
of this Indenture as provided in Granting Clause Third); or
  (B) any property the
cost of acquisition or construction of which is properly chargeable to an
operating expense account of the Company.
  (b) When any Property
Additions are certified to the Trustee as the basis of any Authorized Purpose
(except as otherwise provided in Section 8.06):
  (i) there shall be
deducted from the Cost or Fair Value thereof to the Company, as the case may be
(as of the date so certified), an amount (which amount shall not be less than
zero) equal to the Cost (or as to Property Additions of which the Fair Value to
the Company at the time the same became Property
   26
   Additions was less
than the Cost as determined pursuant to subsection (c) of this Section,
then such Fair Value in lieu of Cost) of all Property Additions retired on and
after the date of execution and delivery of this Indenture (other than the
Property Additions, if any, in connection with the application for release of
which such certificate is filed), minus the aggregate Cost of all Property
Additions acquired or constructed by the Company which are included in the
Mortgaged Property after the date of execution and delivery of this Indenture;
and
  (ii) there may, at the
option of the Company, be added to the Cost of Property Additions acquired or
constructed by the Company which are included in the Mortgaged Property after
the date of execution and delivery of this Indenture, the sum of:
  (A) the principal amount
of any obligations secured by a Purchase Money Lien and any cash (other than
proceeds of such obligations secured by a Purchase Money Lien), not already
included in such Cost, received by the Trustee representing the proceeds of
insurance on, or of the release or other disposition of, Property Additions
retired; and
  (B) to the extent not
already included in such Cost, an amount equal to 20/15ths of the principal
amount of any Bond or Bonds, or portion of such principal amount, the right to
the authentication and delivery of which under the provisions of
Section 4.04 and subclause (B) of clause (iii) of
Section 8.05(a) shall at any time theretofore have been waived as the basis
of the release of Property Additions retired.
  (c) The term “Cost” with respect to
Property Additions made the basis for one or more Authorized Purposes shall mean
the sum of (i) any cash or its equivalent forming a part of such Cost, plus
all costs and capitalized financing costs thereof, capitalized future
environmental remediation costs and other deferred costs relating to such
construction, but only to the extent of the greater of the amount permitted by
Generally Accepted Accounting Principles or the amount permitted by accounting
regulations or orders issued by any governmental regulatory commission,
(ii) an amount equivalent to the fair market value in cash (as of the date
of delivery) of any securities or other property delivered in payment therefor
or for the acquisition thereof and (iii) the principal amount of any
indebtedness incurred or assumed as all or part of the Cost to the Company of
such Property Additions; provided, however, that,
notwithstanding any other provision of this Indenture, in any case where
Property Additions shall have been acquired (otherwise than by construction) by
the Company without any consideration consisting of cash, securities or other
property or the incurring or assumption of indebtedness, no determination of
Cost shall be required, and wherever in this Indenture provision is made for
Cost or Fair Value, the Cost, in such case, shall mean an amount equal to the
greater of (x) the Fair Value thereof, or (y) the book value of such
acquired Property Additions at the time of the acquisition thereof.
  (d) If any Property
Additions are shown by the Engineer’s Certificate provided for in
clause (ii) of Section 4.03(b) to include property which has been used
or operated by a Person or Persons other than the Company in a business similar
to that in which it has been
    27
  or is to be used or
operated by the Company, the Cost thereof may include the amount of cash or the
value of any portion of the securities paid or delivered for any goodwill, going
concern value rights and intangible property simultaneously acquired for which
no separate or distinct consideration shall have been paid or apportioned, and
in such case the term Property Additions as defined herein may include such
goodwill, going concern value rights and intangible property, regardless of
whether such Cost is permitted to be recorded in the plant account of the
Company or is permitted to be recovered by the Company through the rates that it
charges its customers.
  (e) For the purposes of
the deductions required by this Section, the Cost or the Fair Value to the
Company of Property Additions retired shall be the Cost or the Fair Value
thereof to the Company at the time such property became Property
Additions.
  (f) All Property
Additions which shall be retired, abandoned, destroyed, released or otherwise
disposed of (including damaged or destroyed Property Additions (or portions
thereof) for which the Company shall have received proceeds pursuant to
Section 6.07(b) but with respect to which the Company shall have elected
not to rebuild or repair) shall for the purpose of this Section 1.04 be
deemed Property Additions retired and for other purposes of this Indenture shall
thereupon cease to be Property Additions, but may at any time thereafter again
become Property Additions as provided in this Indenture.  Neither any
reduction in the Cost or book value of property recorded in the plant account of
the Company, nor the transfer of any amount appearing in such account to
intangible or adjustment accounts, otherwise than in connection with actual
retirements of physical property abandoned, destroyed, released or disposed of,
and otherwise than in connection with the removal of such property in its
entirety from the plant account, shall be deemed to constitute a retirement of
Property Additions.
  Section 1.05 Compliance Certificates and
Opinions .
  (a) Except as otherwise
expressly provided in this Indenture and as may otherwise be required under the
Trust Indenture Act, 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 to the Trustee an Officer’s Certificate stating that all
conditions precedent, if any, provided for in this Indenture 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 and, in such case, otherwise complying with the requirements of
the Trust Indenture Act and any other requirements set forth in this Indenture,
it being understood 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.
  (b) Every certificate or
opinion with respect to compliance with a condition or covenant provided for in
this Indenture (other than certificates provided pursuant to Section 6.10 of
this Indenture) shall include:
  (i) a statement that
each Person signing such certificate or opinion has read such covenant or
condition and the definitions herein relating thereto;
    28
    (ii) 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;
  (iii) a statement that, in
the opinion of each such Person, such Person has made such examination or
investigation as is necessary to enable such Person to express an informed
opinion as to whether or not such covenant or condition has been complied with;
and
  (iv) a statement as to
whether, in the opinion of each such Person, such condition or covenant has been
complied with.
  Section 1.06 Content and Form of
Documents Delivered to Trustee
  .
  (a) Any Officer’s
Certificate may be based (without further examination or investigation), insofar
as it relates to or is dependent upon legal matters, upon an opinion of, or
representations by, counsel, and, insofar as it relates to or is dependent upon
matters which are subject to verification by Accountants, upon a certificate or
opinion of, or representations by, an Accountant, and, insofar as it relates to
or is dependent upon matters which are required in this Indenture to be covered
by a certificate or opinion of, or representations by, an Engineer, upon the
certificate or opinion of, or representations by, an Engineer and, insofar as it
relates to or dependent upon matters with respect to the Fair Value or fair
market value of property, upon a certificate or opinion, or representations by,
an Appraiser, unless, in any case, such officer has actual knowledge that the
certificate or opinion or representations with respect to the matters upon which
such Officer’s Certificate may be based as aforesaid are erroneous.
  Any
Engineer’s Certificate may be based (without further examination or
investigation), insofar as it relates to or is dependent upon legal matters,
upon an opinion of, or representations by, counsel, and insofar as it relates to
or is dependent upon factual matters information with respect to which is in the
possession of the Company and which are not subject to verification by
Engineers, upon statements made by the Company in documents filed with any
Governmental Authority or upon a certificate or opinion of, or representations
by, an officer or officers of the Company and, insofar as it relates to or is
dependent upon matters with respect to the Fair Value or fair market value of
property, upon a certificate or opinion, or representations by, an Appraiser,
and, where the property constitutes a Nuclear Facility, upon assumptions to the
substantial effect that (i) decommissioning trust funds available for such
Mortgaged Property will be sufficient to offset applicable future
decommissioning liabilities and (ii) any then currently Nuclear Facility
operating license applicable to such Mortgaged Property will be renewed or
extended in a timely manner, unless, in any case, such Engineer has actual
knowledge that any such statements, certificate or opinion or representations or
assumptions with respect to the matters upon which such Engineer’s Certificate
may be based as aforesaid are erroneous.
  Any
certificate of an Accountant may be based (without further examination or
investigation), insofar as it relates to or is dependent upon legal matters,
upon an opinion of, or representations by, counsel, and insofar as it relates to
or is dependent upon factual matters information with respect to which is in the
possession of the Company and which are not subject
   29
  to
verification by Accountants, upon statements made by the Company in documents
filed with any Governmental Authority or upon a certificate of, or
representations by, an officer or officers of the Company and, insofar as it
relates to or is dependent upon matters with respect to the Fair Value or fair
market value of property, upon a certificate or opinion, or representations by,
an Appraiser, unless, in any case, such Accountant has actual knowledge that any
such statements, certificate or opinion or representations with respect to the
matters upon which such certificate may be based as aforesaid are
erroneous.
  Any
Appraiser’s Certificate may be based (without further examination or
investigation), insofar as it relates to or is dependent upon legal matters,
upon an opinion of, or representations by, counsel, and insofar as it relates to
or is dependent upon factual matters information with respect to which is in the
possession of the Company and which are not subject to verification by
Appraisers, upon statements made by the Company in documents filed with any
Governmental Authority or upon a certificate or opinion of, or representations
by, an officer or officers of the Company, unless, in any case, such Appraiser
has actual knowledge that any such statements, certificate or opinion or
representations with respect to the matters upon which such Appraiser’s
Certificate may be based as aforesaid are erroneous.
  Any
Opinion of Counsel may be based (without further examination or investigation),
insofar as it relates to or is dependent upon factual matters information with
respect to which is in the possession of the Company, upon statements made by
the Company in documents filed with any Governmental Authority or upon a
certificate or opinion of, or representations by, an officer or officers of the
Company, and, insofar as it relates to or is dependent upon matters which are
subject to verification by Accountants upon a certificate or opinion of, or
representations by, an Accountant, and, insofar as it relates to or is dependent
upon matters required in this Indenture to be covered by a certificate or
opinion of, or representations by, an Engineer, upon the certificate or opinion
of, or representations by, an Engineer and, insofar as it relates to or is
dependent upon matters with respect to the Fair Value or fair market value of
property, upon a certificate or opinion, or representations by, an Appraiser,
unless, in any case, such counsel has actual knowledge that any such statements,
certificate or opinion or representations with respect to the matters upon which
his opinion may be based as aforesaid are erroneous. In addition, any Opinion of
Counsel may be based (without further examination or investigation), insofar as
it relates to or is dependent upon matters covered in an Opinion of Counsel
rendered by other counsel, upon such other Opinion of Counsel, unless such
counsel has actual knowledge that the Opinion of Counsel rendered by such other
counsel with respect to the matters upon which such Opinion of Counsel may be
based as aforesaid are erroneous.  Further, any Opinion of Counsel
with respect to the status of title to or the sufficiency of descriptions of
property, and/or the existence of Liens thereon, or the recording or filing of
documents, or any similar matters, may be based (without further examination or
investigation) upon (i) title insurance policies or commitments and reports,
lien search results, reports or certificates and other similar documents, (ii)
certificates of, or representations by, officers, employees, agents or other
representatives of the Company, (iii) prior opinions of counsel, including
in-house counsel, for the Company or any of its subsidiaries, or (iv) any
combination of the documents referred to in (i), (ii) and (iii), unless, in any
case, such counsel has actual knowledge that the document or documents with
respect to the matters upon which his opinion may be based as aforesaid are
erroneous. If, in order to render any Opinion of Counsel provided for herein,
the signer thereof shall deem it necessary that additional facts or matters be
stated in any Officer’s Certificate,
    30
  certificate of an
Accountant or Engineer’s Certificate provided for herein, then such certificate
may state all such additional facts or matters as the signer of such Opinion of
Counsel may request.
  (b) 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.
  (c) 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.
  (d) Whenever, subsequent
to the receipt by the Trustee of any Board Resolution, Officer’s Certificate,
Engineer’s Certificate, Net Earnings 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 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 or delivery thereof, such substitute
document or instrument shall be deemed to have been executed 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 have been taken only if
the original document or instrument had 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 benefit of the Lien of this Indenture equally and
ratably with all other Outstanding Bonds, except as aforesaid.
  Section 1.07 Acts of
Holders .
  (a) Any request, demand,
authorization, direction, notice, consent, election, waiver or other action
provided by this Indenture to be made, 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 an agent duly appointed in writing or,
alternatively, may be embodied in and evidenced by the record of Holders voting
in favor thereof, either in person or by proxies duly appointed in writing, at
any meeting of Holders duly called and held in accordance with the provisions of
Article XV, or a combination of such instruments and any such
record.  Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments or record or both are
delivered to the Trustee and, where it is hereby expressly required, to the
Company.  Such instrument or instruments and any such record (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the “Act” of the Holders signing such instrument or instruments and so voting
at any such meeting.
   31
  Proof of execution
of any such instrument or of a writing appointing any such agent, or of the
holding by any Person of a Bond, shall be sufficient for any purpose of this
Indenture and (subject to Section 11.01) conclusive in favor of the Trustee
and the Company, if made in the manner provided in this Section.  The
record of any meeting of Holders shall be proved in the manner provided in
Section 15.06.
  Without limiting the
generality of this Section, unless otherwise provided in or pursuant to this
Indenture, (i) a Holder, including a Depository or its nominee that is a Holder
of a Global Bond, may give, make or take, by an agent or agents duly appointed
in writing, any request, demand, authorization, direction, notice, consent,
election, waiver or other action provided in or pursuant to this Indenture to be
given, made or taken by Holders, and a Depository or its nominee that is a
Holder of a Global Bond may duly appoint in writing as its agent or agents
members of, or participants in, such Depository holding interests in such Global
Bond in the records of such Depository; and (ii) with respect to any Global Bond
the Depository for which is The Depository Trust Company (“DTC”), any consent or
other action given, made or taken by an “agent member” of DTC by electronic
means in accordance with the Automated Tender Offer Procedures system or other
Applicable Procedures of, and pursuant to authorization by, DTC shall be deemed
to constitute the “Act” of the Holder of such Global Bond, and such Act shall be
deemed to have been delivered to the Company and the Trustee upon the delivery
by DTC of an “agent’s message” or other notice of such consent or other action
having been so given, made or taken in accordance with the Applicable Procedures
of DTC.
  (b) The fact and date of
the execution by any Person of any such instrument or writing may be proved by
the affidavit of a witness of such execution or by a certificate of a notary
public or other officer authorized by law to take acknowledgments of deeds,
certifying that the individual signing such instrument or writing acknowledged
to him the execution thereof or may be proved in any other manner which the
Trustee and the Company deem sufficient.  Where such execution is by a
signer acting in a capacity other than his or her individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his or her
authority.
  (c) The ownership of and
the principal amount (except as otherwise contemplated in clause (y) of the
proviso to clause (a) of the definition of “Outstanding”) and serial
numbers of Bonds held by any Person, and the date of holding the same, shall be
proved by the Bond Register.
  (d) Any request, demand,
authorization, direction, notice, consent, election, waiver or other Act of a
Holder shall bind every future Holder of the same Bond and the Holder of every
Bond issued upon the registration of transfer thereof or in exchange therefor or
in lieu thereof in respect of anything done, omitted 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) Until such time as
written instruments shall have been delivered to the Trustee with respect to the
requisite percentage of principal amount of Bonds for the action contemplated by
such instruments, any such instrument executed and delivered by or on behalf of
the Holder may be revoked with respect to any or all of such Bonds by written
notice by such Holder or any subsequent Holder, proven in the manner in which
such instrument was proven.
    32
  (f) Bonds of any series,
or any Tranche thereof, authenticated and delivered after any Act of Holders
may, and shall if required by the Trustee, bear a notation in form approved by
the Trustee as to any action taken by such Act of Holders.  If the
Company shall so determine, new Bonds of any series, or any Tranche thereof, so
modified as to conform, in the opinion of the Trustee and the Company, to such
action may be prepared and executed by the Company and authenticated and
delivered by the Trustee in exchange for Outstanding Bonds of such series or
Tranche.
  (g) The Company may set
any day as a record date for the purpose of determining the Holders of
Outstanding Bonds of any Series entitled to give, make or take any request,
demand, authorization, direction, notice, consent, election, waiver or other
action provided or permitted by this Indenture to be given, made or taken by
Holders of Bonds of such series; provided, however, that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving, making or taking of any notice,
declaration, request or direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph, the Holders of Outstanding Bonds
of the relevant series on such record date, and no other Holders, shall be
entitled to give, make or take the relevant action, whether or not such Holders
remain Holders after such record date; provided, however, that no such
action shall be effective hereunder unless given, made or taken on or prior to
the applicable Expiration Date by Holders of the requisite aggregate principal
amount of Outstanding Bonds of such series on such record date. Nothing in this
paragraph shall be construed to prevent the Company from setting a new record
date for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action given, made or
taken by Holders of the requisite aggregate principal amount of Outstanding
Bonds of the relevant series on the date such action is given, made or taken.
Promptly after any record date is set pursuant to this paragraph, the Company,
at its own expense, shall cause notice of such record date, the proposed action
by Holders and the applicable Expiration Date to be given to the Trustee in
writing and to each Holder of Bonds of the relevant series in the manner set
forth in Section 1.09.
  The Trustee may set
any day as a record date for the purpose of determining the Holders of
Outstanding Bonds of any series entitled to join in the giving, making or taking
of (i) any Notice of Default, (ii) any notice of declaration of acceleration
referred to in Section 10.02, if an Event of Default has occurred and is
continuing and the Trustee shall not have given such notice of declaration of
acceleration to the Company, (iii) any request to institute proceedings referred
to in Section 10.11(b) or (iv) any direction referred to in Section 10.16, in
each case with respect to Bonds of such series. If any record date is set
pursuant to this paragraph, the Holders of Outstanding Bonds of such series on
such record date, and no other Holders, shall be entitled to give, make or take
such notice, declaration, request or direction, whether or not such Holders
remain Holders after such record date; provided, however, that no such
action shall be effective hereunder unless given, made or taken on or prior to
the applicable Expiration Date by Holders of such series of the requisite
aggregate principal amount of Outstanding Bonds on such record date. Nothing in
this paragraph shall be construed to prevent the Trustee from setting a new
record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect),
and nothing in this paragraph shall be construed to
    33
  render ineffective
any action given, made or taken by Holders of the requisite aggregate principal
amount of Outstanding Bonds of the relevant series on the date such action is
given, made or taken. Promptly after any record date is set pursuant to this
paragraph, the Trustee, at the Company’s expense, shall cause notice of such
record date, the proposed action by Holders and the applicable Expiration Date
to be given to the Company in writing and to each Holder of Bonds of the
relevant series in the manner set forth in Section 1.09.
  With respect to any
record date set pursuant to this Section, the party hereto which sets such
record date may designate any day as the “Expiration Date” and
from time to time may change the Expiration Date to any earlier or later day;
provided, however, that no such
change shall be effective unless notice of the proposed new Expiration Date is
given to the other party hereto in writing, and to each Holder of Bonds of the
relevant series in the manner set forth in Section 1.09, on or prior to the
existing Expiration Date. If an Expiration Date is not designated with respect
to any record date set pursuant to this Section, the party hereto which set such
record date shall be deemed to have initially designated the 180th day after
such record date as the Expiration Date with respect thereto, subject to its
right to change the Expiration Date to an earlier day as provided in this
paragraph.  Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.
  Without limiting the
foregoing, a Holder entitled hereunder to give, make or take any action
hereunder with regard to any particular Bond may do so, or duly appoint in
writing any Person or Persons as its agent or agents to do so, with regard to
all or any part of the principal amount of such Bond.
  Section 1.08 Notices, Etc. to Trustee and
Company .
  (a) Any request, demand,
authorization, direction, notice, consent, election, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made, given or
furnished to, or filed with, the Trustee by any Holder or by the Company, or the
Company by the Trustee or by any Holder, shall be sufficient for every purpose
hereunder (unless otherwise expressly provided herein) if the same shall be in
writing and delivered personally to an officer or other responsible employee of
the addressee, or transmitted by telecopy or other direct written electronic
means, or transmitted by registered or certified mail or reputable overnight
courier, charges prepaid to the applicable address set under such party’s name
below or to such other address as either party hereto may, from time to time
designate:
  If
to the Trustee, to:
  The
Bank of New York Mellon Trust Company, N.A.
 1660 West 2nd Street,
Suite 830
 Cleveland, Ohio
44113
 Attention: Global
Corporate Trust
  If
to the Company, to:
  FirstEnergy Nuclear
Generation Corp.
 76
South Main Street
    34
   Akron, Ohio
44308
 Attention:
Treasurer
  (b) Any communication
contemplated herein shall be deemed to have been made, given, furnished and
filed if personally delivered, on the date of delivery, if transmitted by
telecopy or other direct written electronic means, on the date of transmission,
and if transmitted by registered or certified mail or reputable overnight
courier, on the date of receipt.  For purposes hereof, “electronic means”
includes a writing or other communication delivered by e-mail transmission
addressed to the relevant party at the e-mail address as such party may
designate in writing from time to time and further includes, but is not limited
to, documents and writings attached to emails in Portable Document Format (a/k/a
..pdf).  The initial email address for the Trustee is
biagio.impala@bnymellon.com.
  Section 1.09 Notice to Holders of Bonds;
Waiver .
  (a) Except as otherwise
expressly provided herein, where this Indenture provides for notice to Holders
of any event, such notice shall be sufficiently given, and shall be deemed
given, to Holders if in writing and mailed, first-class postage prepaid, to each
Holder affected by such event, at the address of such Holder 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.
  (b) In case by reason of
the suspension of regular mail service or by reason of any other cause it shall
be impracticable to give such notice to Holders by mail, then such notification
as shall be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder.  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 Holder shall affect the
sufficiency of such notice with respect to other Holders.
  (c) Any notice required
by this Indenture may be waived in writing by the Person entitled to receive
such notice, either before or after the event otherwise to be specified therein,
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.
  (d) Where this Indenture
provides for notice of any event to a Holder of a Global Bond, such notice shall
be sufficiently given if given to the Depository for such Bond (or its
designee), pursuant to its Applicable Procedures, not later than the latest date
(if any), and not earlier than the earliest date (if any), prescribed for the
giving of such notice.
  Section 1.10 Conflict with Trust
Indenture Act .
  If
any provision of this Indenture limits, qualifies or conflicts with any duties
under any required provision of the Trust Indenture Act imposed hereon by
Section 318(c) thereof, or any successor section of such Act, such
required provision shall control.  If any provision of this Indenture
modifies or excludes any provision of the Trust Indenture Act that may be so
modified or excluded, the provision of the Trust Indenture Act shall be deemed
to apply to this Indenture as so modified or shall be excluded, as the case may
be.
    35
   Section 1.11 Effect of Headings and Table
of Contents
  .
  The
Article and Section headings in this Indenture and the Table of
Contents are for convenience only and shall not affect the construction
hereof.
  Section 1.12 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 1.13 Separability
Clause .
  In
case any provision in this Indenture or 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 1.14 Benefits of
Indenture .
  Nothing in this
Indenture or the Bonds, express or implied, shall give to any Person, other than
the parties hereto, their successors hereunder and the Holders, any benefit or
any legal or equitable right, remedy or claim under this Indenture, except as
may otherwise be provided pursuant to Section 3.01 with respect to any Bonds of
a particular series or under this Indenture with respect to such
Bonds.
  Section 1.15 Governing
Law .
  This Indenture and
the Bonds shall be governed by and construed in accordance with the laws of the
State of Ohio, except (a) to the extent that the law of any other
jurisdiction shall be mandatorily applicable, (b) to the extent that
perfection and the effect of perfection of the Lien of this Indenture may be
governed by the laws of states other than the State of Ohio as provided by law,
and (c) that the rights, duties, obligations, privileges and immunities of
the Trustee under this Indenture and the Bonds shall be governed by the laws of
the State of New York, in the case of The Bank of New York Mellon Trust Company,
N.A., and of the jurisdiction in which the Corporate Trust Office of the Trustee
is located in all other cases.
  Section 1.16 Legal
Holidays .
  In
any case where any Interest Payment Date, Redemption Date or 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 other
than a provision in Bonds of any series, or any Tranche thereof, or in the
indenture supplemental hereto which establishes the terms of such Bonds or
Tranche, which specifically states that such provision shall apply in lieu of
this Section), payment of interest or principal and premium, if any, need not be
made at such Place of Payment on such date, 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, if such payment is made or duly provided for on such Business
Day, no interest shall accrue on the amount so payable for
   36
  the
period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be, to such Business Day.
  Section 1.17 Investment of Cash Held by
Trustee
  .
  Any
cash held by the Trustee or any Paying Agent under any provision of this
Indenture shall, except as otherwise provided in Article IX, at the request
of the Company evidenced by Company Order, be invested or reinvested in
Investment Securities designated by the Company, and any interest on such
Investment Securities shall be promptly paid over to the Company as received
free and clear of the Lien of this Indenture or any Lien arising by or through
the Trustee, provided, however, that
following the occurrence and during the continuance of an Event of Default, the
Trustee shall not pay such interest over to the Company, but shall instead hold
such interest as part of the Mortgaged Property.  Such Investment
Securities shall be held subject to the same provisions hereof as the cash used
to purchase the same, but upon a like request of the Company shall be sold, in
whole or in designated part, and the proceeds of such sale shall be held subject
to the same provisions hereof as the cash used to purchase the Investment
Securities so sold.  If such sale shall produce a net sum less than
the cost of the Investment Securities so sold, the Company shall pay to the
Trustee or any such Paying Agent, as the case may be, such amount in cash as,
together with the net proceeds from such sale, shall equal the cost of the
Investment Securities so sold, and if such sale shall produce a net sum greater
than the cost of the Investment Securities so sold, the Trustee or any such
Paying Agent, as the case may be, shall promptly pay over to the Company an
amount in cash equal to such excess, free and clear of any Lien.
  Section 1.18 Approval of
Signers .
  The
acceptance by the Trustee of any document, the signer of which is required by
some provision hereof to be approved by the Trustee, shall be sufficient
evidence of its approval of the signer within the meaning of this
Indenture.
  Section 1.19 No Adverse Interpretation of
Other Agreements .
  This Indenture may
not be used to interpret any other indenture, loan or other agreement of the
Company or of any other Person. Any such indenture, loan or other agreement may
not be used to interpret this Indenture.
  Section 1.20 Language of Notices,
Etc .
  Any
request, demand, authorization, direction, notice, consent, waiver or Act of a
Holder 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.
  Section 1.21 Security Agreement; Fixture
Filing .
  (a) The parties hereto
intend for this Indenture to create a Lien on the Mortgaged Property in favor of
the Trustee.  The parties hereto acknowledge that some of the
Mortgaged Property may be determined under applicable law to be personal
property or fixtures.  To the extent that any Mortgaged Property may
be or be determined to be personal property or
   37
  fixtures, the
Company, as debtor, hereby grants the Trustee, as secured party, a security
interest in all such Mortgaged Property, to secure payment and performance of
the Bonds.  This Indenture constitutes a security agreement under the
Uniform Commercial Code as in effect in each jurisdiction in which the Mortgaged
Property is located, as amended or recodified from time to time, covering all
such Mortgaged Property.
  (b) This Indenture
constitutes a financing statement filed as a fixture filing under Article 9
of the Uniform Commercial Code (as in effect in the relevant jurisdiction)
consisting of “goods” (as defined in such Uniform Commercial Code) which now are
or later may become fixtures relating to the real property described in Exhibit
A of this Indenture.  For this purpose, the respective addresses of
the Company, as debtor, and the Trustee, as secured party, are as set forth in
the preamble of this Indenture, the Company is the record owner of the real
property (except as otherwise set forth on Exhibit A), and the Company’s
organizational identification number is 1533943.
  ARTICLE
II
 
  BOND
FORMS
  Section 2.01 Forms
Generally .
  (a) The definitive Bonds
of each series shall be in substantially the form or forms thereof established
in the indenture supplemental hereto establishing such series, or in a Board
Resolution establishing such series, or in an Officer’s Certificate pursuant to
a supplemental indenture or Board Resolution, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Bonds, as
evidenced by their execution of such Bonds.  If the form or forms of
Bonds of any series are established in a Board Resolution or in an Officer’s
Certificate pursuant to a supplemental indenture or a Board Resolution, such
Board Resolution and Officer’s Certificate, if any, shall be delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by
clause (ii) of Section 4.01(a) for the authentication and delivery of
such Bonds.
  (b) Bonds of each series
shall be issuable in registered form without coupons.  The definitive
Bonds shall be produced in such manner as shall be determined by the officers
executing such Bonds, as evidenced by their execution thereof.
  Section 2.02 Form of Trustee’s
Certificate of Authentication .
  The
Trustee’s certificate of authentication shall be in substantially the form set
forth below:
    38
   This is one of the
Bonds of the series designated therein referred to in the within-mentioned
Indenture.
   as
      TrusteeBy:Authorized
      Signatory
 Section 2.03 Form of Legend for Global
Bonds
  .
  Unless otherwise
specified as contemplated by Section 3.01 for the Bonds evidenced thereby, every
Global Bond authenticated and delivered hereunder shall bear a legend in
substantially the following form:
  THIS BOND IS A
GLOBAL BOND WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS BOND MAY NOT
BE EXCHANGED IN WHOLE OR IN PART FOR A BOND REGISTERED, AND NO TRANSFER OF THIS
BOND IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN
SUCH DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.
  
 ARTICLE
III
 
  THE
BONDS
  Section 3.01 Amount of Bonds Unlimited;
Issuable in Series
  .
  (a) The aggregate
principal amount of Bonds which may be authenticated and delivered under this
Indenture shall be unlimited.
  (b) The Bonds may be
issued in one or more series, each of which series may be issued in
Tranches.  Subject to subsection (c) of this Section, there shall
be established in one or more indentures supplemental hereto, or in a Board
Resolution, or in an Officer’s Certificate pursuant to an indenture supplemental
hereto or a Board Resolution, prior to the issuance of Bonds of any
series:
  (i) the title of the
Bonds of such series (which title shall distinguish the Bonds of such series
from Bonds of all other series);
  (ii) 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 upon registration of transfer of, or in
    39
  exchange for, or in
lieu of, other Bonds of such series pursuant to Section 3.04, 3.05, 3.06,
5.06 or 14.06 and except for any Bonds which, pursuant to Section 3.03(e),
are deemed never to have been authenticated and delivered
hereunder);
  (iii) the Person (without
specific identification) to whom interest on the Bonds of such series, or any
Tranche thereof, shall be payable on any Interest Payment Date, if other than
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;
  (iv) the date or dates on
which the principal of the Bonds of such series (including any scheduled
amortization payments payable prior to the final Maturity of the Bonds), or any
Tranche thereof, is payable or any formulary or other method or other means by
which such date or dates shall be determined, by reference to an index or other
fact or event ascertainable outside this Indenture or otherwise (without regard
to any provisions for redemption, prepayment, acceleration, purchase or
extension);
  (v) 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, premium or interest
shall bear interest, if any), or any method or methods by which such rate or
rates shall be determined, 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 the Bonds on any
Interest Payment Date; and the basis of computation of interest, if other than
as provided in Section 3.10;
  (vi) the place or places
where or manner or method by which (A) the principal of (including
installments of principal, if any, payable prior to the final Maturity of the
Bonds) and premium, if any, and interest, if any, on the Bonds of such series,
or any Tranche thereof, shall be payable upon presentation thereof (and, if
payments of principal are to be paid prior to the final Maturity thereof, the
method, if any, of evidencing the payment of such principal amounts),
(B) Bonds of such series, or any Tranche thereof, may be surrendered for
registration of transfer, (C) Bonds of such series, or any Tranche thereof
may be surrendered for exchange, and (D) 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;
  (vii) the period or
periods within 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 and any notice to be given in
connection therewith (if other than as provided in
Section 5.04);
  (viii) the obligation, if
any, of the Company to redeem or purchase the Bonds of such series, or any
Tranche thereof, pursuant to any sinking fund or
    40
   analogous provisions
or at the option of a Holder thereof and the period or periods within 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;
  (ix) 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;
  (x) 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 in Dollars) and the manner of
determining the equivalent thereof in Dollars for any purpose, including for the
purposes of making payment in the currency of Dollars and applying the
definition of “Outstanding” in Section 1.01; provided, however, that, unless
otherwise expressly provided herein, for purposes of calculations under this
Indenture (including calculations of Annual Interest Requirements contemplated
by Section 1.03 and calculations of principal amount under
Article IV), any amounts denominated in a currency other than Dollars or in
a composite currency shall be converted to Dollar equivalents by calculating the
amount of Dollars which could have been purchased by the amount of such other
currency based (A) on the average of the mean of the buying and selling
spot rates quoted by three banks which are members of the New York Clearing
House Association selected by the Company in effect at 11:00 A.M. (New York
time) in The City of New York on the fifth Business Day preceding the date of
such calculation, or (B) if on such fifth Business Day it shall not be
possible or practical to obtain such quotations from such three banks, on such
other quotations or alternative methods of determination as shall be selected by
an Authorized Executive Officer and which shall be reasonably acceptable to the
Trustee;
  (xi) 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, including composite currencies, other than
that in which the Bonds are stated to be payable, the currency or currencies,
including composite currencies, in which the principal of or any premium or
interest on such Bonds as to which such election is made shall be payable, the
period or periods within which, and the terms and conditions upon which, such
election may be made and the amount so payable (or the manner in which such
amount shall be determined);
  (xii) 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, or 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 method by which such amount
shall be determined, and the period or periods within which, and the terms and
conditions upon which, any such election may be made;
   41
   provided, however, that,
notwithstanding any provision of this Indenture to the contrary, for purposes of
calculations under this Indenture (including without limitation calculations
under Article IV), any such election shall be disregarded;
  (xiii) if the amount of
payments 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, formula or other method or other fact or event ascertainable outside of
this Indenture, the manner in which such amounts shall be
determined;
  (xiv) 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
acceleration of the Maturity thereof pursuant to Section 10.02(a);
  (xv) if the principal
amount payable at the Stated Maturity of any Bonds of such series, or any
Tranche thereof, will not be determinable as of any one or more dates prior to
the Stated Maturity, the amount which shall be deemed to be the principal amount
of such Bond as of any such date for any purpose thereunder or hereunder,
including the principal amount thereof which shall be due and payable upon any
Maturity other than the Stated Maturity or which shall be deemed to be
Outstanding as of any date prior to the Stated Maturity (or, in any such case,
the manner in which such amount deemed to be the principal amount shall be
determined);
  (xvi) the terms, if any,
pursuant to which the Bonds of such series, or Tranche thereof, may be converted
into or exchanged for shares of capital stock or other securities of the Company
or any other Person;
  (xvii) the obligations or
instruments, if any, which shall be considered Eligible Obligations in respect
of the Bonds of such series, or any Tranche thereof, denominated in a currency
other than Dollars or in a composite currency, and any additional or alternative
provisions for the reinstatement of the Company’s indebtedness in respect of
such Bonds after the satisfaction and discharge thereof as provided in
Section 9.01;
  (xviii) if a service charge
will be made for the registration of transfer or exchange of Bonds of such
series, or any Tranche thereof, the amount or terms thereof;
  (xix) any exceptions to
Section 1.16, or variation in the definition “Business Day”, with respect
to the Bonds of such series, or any Tranche thereof;
  (xx) the terms of any
sinking, improvement, maintenance, replacement or analogous fund for any
series;
  (xxi) if applicable, that
any Bonds of such series, or any Tranche thereof, shall be issuable in whole or
in part in the form of one or more Global Bonds and,
    42
  in such case,
(A) the respective Depositories for such Global Bonds, (B) the form of
any legend or legends which shall be borne by any such Global Bond in addition
to or in lieu of that set forth in Section 2.03, (C) any addition to,
elimination of or other change in the circumstances set forth in Clause (2) of
Section 3.05(h) in which any such Global Bond may be exchanged in whole or in
part for Bonds registered, and any transfer of such Global Bond in whole or in
part may be registered, in the name or names of Persons other than the
Depository for such Global Bond or a nominee thereof, (D) any limitations
on the rights of the Holder or Holders thereof to transfer or exchange such
Bonds or to obtain the registration of transfer thereof, (E) any
limitations on the rights of the Holder or Holders thereof to obtain
certificates therefor, (F) any other provisions governing exchanges or
transfers of such Global Bonds, and (G) any and all other matter incidental
to the issuance of such Bonds in global form;
  (xxii) any addition to,
elimination of or other change in the covenants set forth in Article VI which
applies to Bonds of such series, or any Tranche thereof;
  (xxiii) any provisions
necessary to permit or facilitate the issuance, payment or conversion of any
Bonds of such series, or any Tranche thereof, that may be converted into
securities or other property other than Bonds of the same series and Tranche and
of like tenor, whether in addition to, or in lieu of, any payment of principal
or other amount and whether at the option of the Company or
otherwise;
  (xxiv) if applicable, that
Persons other than those specified in Section 1.14 shall have such benefits,
rights, remedies and claims with respect to any Bonds of such series, or any
Tranche thereof, or under this Indenture with respect to such Bonds, as and to
the extent provided for such Bonds; and
  (xxv) any other terms of
the Bonds of such series, or any Tranche thereof, not inconsistent with the
provisions of this Indenture.
  (c) With respect to
Bonds of a series subject to a Periodic Offering, the indenture supplemental
hereto or the Board Resolution, or Officer’s Certificate pursuant to an
indenture supplemental hereto or Board Resolution, as the case may be, which
establishes such series may provide general terms or parameters for Bonds of
such series and provide either that the specific terms of particular Bonds of
such series shall be specified in a Company Order or that such terms shall be
determined by the Company or its agent in accordance with a Company Order as
contemplated by clause (ii) of Section 4.01(a).
  (d) All Bonds of any one
series shall be substantially identical except as to denomination and except as
may otherwise be provided in or pursuant to the indenture supplemental hereto or
the Board Resolution, or Officer’s Certificate pursuant to an indenture
supplemental hereto or Board Resolution, as the case may be, which establishes
such series.
   43
   Section 3.02 Denominations .
  Unless otherwise
provided as contemplated by Section 3.01 with respect to any series of
Bonds, the Bonds of each series shall be issuable in denominations of $1,000 and
any integral multiple thereof.
  Section 3.03 Execution, Dating,
Certificate of Authentication .
  (a) The Bonds shall be
executed on behalf of the Company by an Authorized Executive Officer, and may
(but shall not be required to) have the corporate seal of the Company affixed
thereto or reproduced thereon and attested by any other Authorized Executive
Officer.  The signature of any or all of these officers on the Bonds
may be manual or facsimile.
  (b) 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.
  (c) Each Bond shall be
dated the date of its authentication.
  (d) If the form or terms
of the Bonds of any series have been established by or pursuant to a Board
Resolution as permitted by Sections 2.01 or 3.01, the Trustee shall not be
required to authenticate such Bonds if the issuance of such Bonds pursuant to
this Indenture will affect the Trustee’s own rights, duties or immunities under
the Bonds and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee.
  (e) 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 or an
Authenticating Agent 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 and is entitled to the benefits of
this Indenture.  Notwithstanding the foregoing, if any Bond shall have
been authenticated and delivered hereunder to the Company, or any Person acting
on its behalf, but shall never have been issued and sold by the Company, and the
Company shall deliver such Bond to the Bond Registrar for cancellation or shall
cancel such Bond and deliver evidence of such cancellation to the Trustee,
together with a written statement (which need not comply with Section 1.05
and need not be accompanied by an Opinion of Counsel) stating that such Bond has
never been issued and sold by the Company, for all purposes of this Indenture
such Bond shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits hereof.
  Section 3.04 Temporary
Bonds .
  (a) 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, photocopied or otherwise
produced, in any authorized denomination, substantially of the tenor of the
definitive Bonds in lieu of which they are issued, with such appropriate
insertions, omissions, substitutions and other
   44
  variations as the
officers executing such Bonds may determine, as evidenced by their execution of
such Bonds, provided, however, that
temporary Bonds need not recite specific redemption, sinking fund, conversion or
exchange provisions.
  (b) After the
preparation of definitive Bonds of such series, the temporary Bonds of such
series shall be exchangeable for definitive Bonds of such series upon surrender
of the temporary Bonds of such series at the office or agency of the Company
maintained pursuant to Section 6.02 in a Place of Payment for such series,
without charge to the Holder.  Upon surrender for cancellation of any
one or more temporary Bonds of any series, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor definitive Bonds of
the same series, of authorized denominations and of like tenor and aggregate
principal amount.
  (c) Until exchanged in
full as hereinabove provided, the temporary Bonds shall in all respects be
entitled to the same benefits under this Indenture as definitive Bonds of the
same series and Tranche and of like tenor authenticated and delivered
hereunder.
  Section 3.05 Registration, Registration
of Transfer and Exchange .
  (a) The Company shall
cause to be kept in each office designated pursuant to Section 6.02 a
register (all registers kept in accordance with this Section being
collectively referred to herein 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 the registration of transfer
thereof.  All Persons maintaining a Bond Register are referred to
herein collectively as the “Bond Registrar.”
Anything herein to the contrary notwithstanding, the Company may designate one
or more of its offices as an office in which the Bond Register shall be
maintained, in which event the Company shall act as Bond
Registrar.  The Bond Register shall be in written form or in any other
form capable of being converted into written form within a reasonable
time.  The Bond Register shall be open for inspection by the Trustee
and the Company at all reasonable times.  The Trustee, if not a Bond
Registrar, shall be entitled to receive and shall be fully protected in relying
upon a certificate of a Bond Registrar as to the names and addresses of the
holders of Bonds and the principal amounts and numbers of such
Bonds.  Anything herein to the contrary notwithstanding, the Company
hereby appoints the Trustee as initial Bond Registrar.
  (b) Upon surrender for
registration of transfer of any Bond at the office or agency of the Company
maintained pursuant to Section 6.02 in a Place of Payment for 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 and Tranche, of authorized denominations and of like tenor and
aggregate principal amount.
  (c) At the option of the
Holder, any Bond may be exchanged for one or more new Bonds of the same series
and Tranche, of authorized denominations and of like tenor and aggregate
principal amount, upon surrender of the Bonds to be exchanged at any 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 Holder making the exchange is entitled to receive.
    45
   (d) All Bonds issued
upon any registration of 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 registration
of transfer or exchange.
  (e) Every Bond presented
or surrendered for registration of transfer or for exchange shall (if so
required by the Company or the Trustee or any transfer agent) be duly endorsed
or shall be accompanied by a written instrument of transfer in form satisfactory
to the Company and the Bond Registrar or any transfer agent duly executed by the
Holder thereof or his attorney duly authorized in writing.
  (f) Unless otherwise
provided in the indenture supplemental hereto, a Board Resolution or Officer’s
Certificate pursuant to a supplemental indenture or a Board Resolution with
respect to Bonds of any series, or any Tranche thereof, no service charge shall
be made for any registration of 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 registration of transfer or
exchange of Bonds, other than exchanges pursuant to Section 3.04, 5.06 or
14.06 not involving any transfer.
  (g) The Company shall
not be required to issue and the Bond Registrar shall not be required to
register the transfer of or to exchange (a) Bonds of any series during a
period of fifteen (15) days immediately preceding the date notice is given
identifying the serial numbers of the Bonds of such series called for
redemption, or (b) any Bond so selected for redemption in whole or in part,
except the unredeemed portion of any Bond being redeemed in part.
  (h) The provisions of
Clauses (1), (2), (3), (4), (5) and (6) below shall apply only to Global
Bonds:
  (1) Each Global Bond
authenticated under this Indenture shall be registered in the name of the
Depository designated for such Global Bond or a nominee thereof and delivered to
such Depository or a nominee thereof or custodian therefor, and each such Global
Bond shall constitute a single Bond for all purposes of this
Indenture.
  (2) Notwithstanding any
other provision in this Indenture, and subject to such applicable provisions, if
any, as may be specified as contemplated by Section 3.01, no Global Bond may be
exchanged in whole or in part for Bonds registered, and no transfer of a Global
Bond in whole or in part may be registered, in the name of any Person other than
the Depository for such Global Bond or a nominee thereof unless (A) such
Depository has notified the Company that it (i) is unwilling or unable to
continue as Depository for such Global Bond or (ii) has ceased to be a clearing
agency registered under the Exchange Act, (B) there shall have occurred and be
continuing an Event of Default or (C) the Company has executed and delivered to
the Trustee a Company Order stating that such Global Bond shall be exchanged in
whole for Bonds that are not Global Bonds (in which case such exchange shall
promptly be effected by the Trustee). If the Company receives a notice of the
kind specified in Clause (A) above or has delivered a Company Order of the kind
specified in Clause (C) above, the Company may, in its sole discretion,
designate a successor Depository for such Global Bond within sixty (60) days
   46
  after receiving such
notice or delivery of such order, as the case may be. If the Company designates
a successor Depository as aforesaid, such Global Bond shall promptly be
exchanged in whole for one or more other Global Bonds registered in the name of
the successor Depository, whereupon such designated successor shall be the
Depository for such successor Global Bond or Global Bonds and the provisions of
Clauses (1), (2), (3), (4) (5) and (6) of this Section shall continue to apply
thereto.
  (3) Subject to Clause
(2) above, any exchange of a Global Bond for other Bonds may be made in whole or
in part, and all Bonds issued in exchange for a Global Bond or any portion
thereof shall be registered in such names as the Depository for such Global Bond
shall direct.
  (4) Every Bond
authenticated and delivered upon registration of transfer of, or in exchange for
or in lieu of, a Global Bond or any portion thereof, whether pursuant to this
Section, Section 3.04, 3.05, 3.06, 5.06 or 14.06 or otherwise, shall be
authenticated and delivered in the form of, and shall be, a Global Bond, unless
such Bond is registered in the name of a Person other than the Depository for
such Global Bond or a nominee thereof.
  (5) Neither the Company,
the Trustee nor any agent of the Company or the Trustee shall have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a global bond, or
for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.
  (6) Members of, or
participants in, the depository (“participants”) shall have no rights under this
Indenture with respect to any global bond held on their behalf by the
depository, or the Trustee as its custodian, or under such global bond, and the
depository may be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner of such global bond for all
purposes whatsoever.  Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Trustee or any agent of the Company or the
Trustee from giving effect to any written certification, proxy or other
authorization furnished by the depository or impair, as between the depository
and participants, the operation of customary practices governing the rights of a
holder of any bond.
  Section 3.06 Mutilated, Destroyed, Lost
and Wrongfully Taken Bonds
  .
  (a) If any mutilated
Bond is surrendered to the Trustee, the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor a new Bond of the same
series, and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.
  (b) If both (i) there
shall be delivered to the Company and the Trustee (A) a claim by a Holder as to
the destruction, loss or wrongful taking of any Bond of such Holder and a
request thereby for a new replacement Bond, and (B) such indemnity bond as may
be required by them to save each of them and any agent of either of them
harmless and (ii) such other
   47
  reasonable
requirements as may be imposed by the Company as permitted by Section 8-405 of
the Uniform Commercial Code have been satisfied, then, in the absence of notice
to the Company or the Trustee that such Bond has been acquired by a “protected
purchaser” within the meaning of Section 8-303 of the Uniform Commercial Code,
the Company shall execute and the Trustee shall authenticate and deliver, in
lieu of any such destroyed, lost or wrongfully taken Bond, a new Bond of the
same series and Tranche, and of like tenor and principal amount and bearing a
number not contemporaneously outstanding.
  (c) Notwithstanding the
foregoing, in case any such mutilated, destroyed, lost or wrongfully taken 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.
  (d) 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 reasonable expenses (including the fees and
expenses of the Trustee) connected therewith.
  (e) Every new Bond of
any series issued pursuant to this Section in lieu of any destroyed, lost
or wrongfully taken Bond shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or wrongfully
taken Bond shall be at any time enforceable by anyone, and any such new Bond
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Bonds of such series duly issued
hereunder.
  (f) 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 wrongfully taken Bonds.
  Section 3.07 Payment of Interest;
Interest Rights Preserved .
  (a) Unless otherwise
provided as contemplated by Section 3.01 with respect to the Bonds of any
series, or any Tranche thereof, interest on any Bond which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date 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.
  (b) Any interest on any
Bond of any series which is payable, but is not punctually paid or duly provided
for, on any Interest Payment Date (herein called “Defaulted Interest”) shall
forthwith cease to be payable to the Holder on the related 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 clause (i) or
(ii) below.
  (i) The Company may
elect to make payment of any Defaulted Interest to the Persons in whose names
the Bonds of such series (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 of such series and
   48
  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 provided in this
clause (i).  Thereupon the Trustee shall fix a Special Record
Date for the payment of such Defaulted Interest which shall be not more than
fifteen (15) days and not less than ten (10) days prior to the date of the
proposed payment and not less than ten (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 promptly 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 Bonds of such series at the
address of such Holder as it appears in the Bond Register, not less than ten
(10) days prior to such Special Record Date.  Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor having
been so mailed, such Defaulted Interest shall be paid to the Persons in whose
names the Bonds of such series (or their respective Predecessor Bonds) are
registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following clause (ii).
  (ii) The Company may make
payment of any Defaulted Interest on the Bonds of any series in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which such Bonds may be listed, and upon such notice as may be required by such
exchange, if, after notice is given by the Company to the Trustee of the
proposed payment pursuant to this clause (ii), such manner of payment shall
be deemed practicable by the Trustee.
  (c) Subject to the
foregoing provisions of this Section and Section 3.05, each Bond
delivered under this Indenture upon registration of, 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.
  (d) Except as may
otherwise be provided in this Section 3.07 or as contemplated in Section 3.01
with respect to any Bonds of a series, the Person to whom interest shall be
payable on any Bond that first becomes payable on a day that is not an Interest
Payment Date shall be the Holder of such Bond on the day such interest is
paid.
  Section 3.08 Persons Deemed
Owners .
  The
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name any Bond, issued in registered form without coupons, is
registered as the absolute owner of such Bond for the purpose of receiving
payment of principal of and premium, if any, and (subject to Sections 3.05
and 3.07) interest, if any, 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.
   49
   Section 3.09 Cancellation by Bond
Registrar .
  All
Bonds surrendered for payment, redemption, registration of transfer or exchange,
or upon purchase or other acquisition by or on behalf of the Company, shall, if
surrendered to any Person other than the Bond Registrar, be delivered to the
Bond Registrar and, if not theretofore canceled, shall be promptly canceled by
the Bond Registrar.  The Company may at any time deliver to the Bond
Registrar for cancellation any Bonds previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever or which
the Company shall not have issue and sold, and all Bonds so delivered shall be
promptly canceled by the Bond Registrar.  No Bonds shall be
authenticated in lieu of or in exchange for any Bonds canceled as provided in
this Section, except as expressly permitted by this Indenture.  All
canceled Bonds held by the Bond Registrar shall be disposed of in accordance
with a Company Order and the Bond Registrar shall promptly deliver a certificate
of disposition to the Company unless, by a Company Order, the Company shall
direct that canceled Bonds be returned to it.  The Bond Registrar
shall promptly deliver evidence of any cancellation of a Bond in accordance with
this Section to the Trustee and the Company.
  Section 3.10 Computation of
Interest .
  Except as otherwise
specified as contemplated by Section 3.01 for Bonds of any series, or any
Tranche thereof, interest (if any) on the Bonds of each series shall be computed
on the basis of a 360-day year consisting of twelve 30-day months.
  Section 3.11 Payment to Be in Proper
Currency .
  In
the case of any Bonds denominated in any currency other than Dollars or in a
composite currency (the “Required Currency”), except as otherwise provided
therein, the obligation of the Company to make any payment of the principal
thereof, or the premium, if any, or interest, if any, thereon, shall not be
discharged or satisfied by any tender by the Company, or recovery by the
Trustee, in any currency other than the Required Currency, except to the extent
that such tender or recovery shall result in the Trustee timely holding the full
amount of the Required Currency then due and payable.  If any such
tender or recovery is in a currency other than the Required Currency, the
Trustee may take such actions as it considers appropriate to exchange such
currency for the Required Currency.  The costs and risks of any such
exchange, including without limitation the risks of delay and exchange rate
fluctuation, shall be borne by the Company, the Company shall remain fully
liable for any shortfall or delinquency in the full amount of Required Currency
then due and payable, and in no circumstances shall the Trustee be liable
therefor except in the case of its negligence or willful
misconduct.  The Company hereby waives any defense of payment based
upon any such tender or recovery which is not in the Required Currency, or
which, when exchanged for the Required Currency by the Trustee, is less than the
full amount of Required Currency then due and payable.
  Section 3.12 CUSIP and ISIN
Numbers .
  The
Company in issuing the Bonds may use CUSIP, ISIN or other similar numbers (if
then generally in use), and, if so, the Trustee shall use CUSIP, ISIN or other
similar numbers in notices of redemption or other notices in respect of the
Bonds as a convenience to
   50
  Holders in
accordance with Section 5.04(b)(viii); provided, however, that any
such notice may state that no representation is made as to the correctness of
such CUSIP, ISIN or other similar numbers either as printed on the Bonds or as
contained in any notice and that reliance may be placed only on the other
identification numbers printed on the Bonds, and any such redemption or other
action or event as to which notice is given shall not be affected by any defect
in or omission of such CUSIP, ISIN or other similar numbers.
  ARTICLE
IV
 
  ISSUANCE OF
BONDS
  Section 4.01 General
  .
  (a) Subject to the
provisions of Section 4.02, 4.03, 4.04 or 4.05, whichever may be
applicable, the Trustee shall authenticate and deliver Bonds of a series, for
original issue, at one time or from time to time in accordance with the Company
Order referred to below, upon receipt by the Trustee of:
  (i) if the terms of such
series are established in an indenture supplemental hereto or in a Board
Resolution, or in an Officer’s Certificate pursuant to an indenture supplemental
hereto or Board Resolution, such indenture supplemental hereto or Board
Resolution, or such Officer’s Certificate and the related indenture supplemental
hereto or Board Resolution;
  (ii) a Company Order
requesting the authentication and delivery of such Bonds and, to the extent that
the terms of such Bonds shall not have been established in an indenture
supplemental hereto which established such series, in a Board Resolution or in
an Officer’s Certificate pursuant to an indenture supplemental hereto or Board
Resolution, all as contemplated by Section 3.01, either establishing such
terms or, in the case of Bonds of a series subject to a Periodic Offering,
specifying procedures, acceptable to the Trustee, by which such terms are to be
established (which procedures may provide for authentication and delivery
pursuant to oral or electronic instructions from the Company or any agent or
agents thereof, which oral instructions are to be promptly confirmed
electronically or in writing);
  (iii) the Bonds of such
series or Tranche, executed on behalf of the Company as provided
herein;
  (iv) a Net Earnings
Certificate showing the Adjusted Net Earnings of the Company for the period
therein specified to have been not less than an amount equal to two (2) times
the Annual Interest Requirements therein specified, all in accordance with the
provisions of Section 1.03; provided, however, that the
Trustee shall not be entitled to receive a Net Earnings Certificate hereunder if
the Bonds of such series are to have no Stated Interest Rate prior to Maturity;
and provided,
further, that,
with respect to Bonds of a series subject to a Periodic Offering, other than
Bonds theretofore authenticated and delivered, (A) it shall be
   51
  assumed in the Net
Earnings Certificate delivered in connection with the authentication and
delivery of Bonds of such series that none of the Bonds of such series not yet
authenticated and delivered shall have a Stated Interest Rate in excess of a
maximum rate to be stated therein, and thereafter Bonds of such series which
would have a Stated Interest Rate at the time of the initial authentication and
delivery thereof in excess of such maximum rate shall not be authenticated and
delivered under the authority of such Net Earnings Certificate but instead shall
be authenticated and delivered only under the authority of a new Net Earnings
Certificate which complies with the requirements of this clause (iv),
including the proviso relating to Bonds of a series subject to a Periodic
Offering, and (B) so long as the Stated Interest Rate that Bonds of a
series subject to a Periodic Offering bear at the time of the initial
authentication and delivery thereof does not exceed the maximum rate assumed in
the most recent Net Earnings Certificate delivered with respect to the Bonds of
such series, the Trustee shall not be entitled to receive a new Net Earnings
Certificate at the time of any subsequent authentication and delivery of the
Bonds of such series (unless such Bonds are authenticated and delivered on or
after the date which is two years after the most recent Net Earnings Certificate
with respect to such series was delivered pursuant to this clause (iv), in
which case this subclause (B) shall not apply);
  (v) an Opinion of
Counsel to the effect that:
  (A) the forms of such
Bonds have been duly authorized by the Company and have been established in
conformity with the provisions of this Indenture;
  (B) the terms of such
Bonds have been duly authorized by the Company and have been established in
conformity with the provisions of this Indenture; and
  (C) such Bonds, when
authenticated and delivered by the Trustee and issued and delivered by the
Company in the manner and subject to any conditions specified in such Opinion of
Counsel, will have been duly issued under this Indenture and will constitute
valid and legally binding obligations of the Company, entitled to the benefits
provided by this Indenture, and enforceable in accordance with their terms,
subject to the Customary Exceptions;
  provided, however, that, with
respect to Bonds of a series subject to a Periodic Offering, the Trustee shall
be entitled to receive such Opinion of Counsel only once at or prior to the time
of the first authentication and delivery of Bonds of such series and that the
opinions described in subclauses (B) and (C) of clause (v) above may
state, respectively:
  (1) that, when the terms
of such Bonds shall have been established pursuant to a Company Order or Orders
or pursuant to such procedures as may be specified from time to time by a
Company Order
   52
  or Orders, all as
contemplated by and in accordance with the indenture supplemental hereto
delivered pursuant to clause (i) above, such terms will have been duly
authorized by the Company and will have been established in conformity with the
provisions of this Indenture; and
  (2) that such Bonds,
when authenticated and delivered by the Trustee in accordance with this
Indenture and the Company Order or Orders or the specified procedures referred
to in subclause (1) above and issued and delivered by the Company in the
manner and subject to any conditions specified in such Opinion of Counsel, will
have been duly issued under this Indenture and will constitute valid and legally
binding obligations of the Company, entitled to the benefits provided by this
Indenture, and enforceable in accordance with their terms, subject to the
Customary Exceptions;
  (vi) an Officer’s
Certificate to the effect that, to the knowledge of the signer, no Event of
Default, or event which with lapse of time would constitute an Event of Default,
has occurred and is continuing; provided, however, that with
respect to Bonds of a series subject to a Periodic Offering, either
(A) such an Officer’s Certificate shall be delivered at the time of the
authentication and delivery of each Bond of such series, or (B) the
Officer’s Certificate delivered at the time of the first authentication and
delivery of the Bonds of such series shall state that the statements therein
shall be deemed to be made at the time of each subsequent authentication and
delivery of Bonds of such series; and
  (vii) such other Opinions
of Counsel, certificates and other documents as may be required under
Section 4.02, 4.03, 4.04 or 4.05, whichever may be applicable to the
authentication and delivery of the Bonds of such series.
  (b) With respect to
Bonds of a series subject to a Periodic Offering, the Trustee may conclusively
rely, as to the authorization by the Company of any of such Bonds, the forms and
terms thereof, the legality, validity, binding effect and enforceability thereof
and the compliance of the authentication and delivery thereof with the terms and
conditions of this Indenture, upon the Opinion or Opinions of Counsel and the
certificates and other documents delivered pursuant to this Article IV at
or prior to the time of the first authentication and delivery of Bonds of such
series until any of such opinions, certificates or other documents have been
superseded or revoked or expire by their terms.
  (c) In connection with
the authentication and delivery of Bonds of a series subject to a Periodic
Offering, the Trustee shall be entitled to assume that the Company’s
instructions to authenticate and deliver such Bonds do not violate any laws with
respect to, or any rules, regulations or orders of, any governmental agency or
commission having jurisdiction over the Company.
  (d) Upon the receipt by
the Trustee of any Board Resolution or Officer’s Certificate pursuant to
clause (i) of Section 4.01(a), such Board Resolution or Officer’s
Certificate shall be deemed to be a “supplemental indenture” for purposes of
clause (i) of
    53
  Section 6.08(a)
and an “indenture supplemental to this Indenture” for purposes of
clause (ii) of said Section 6.08(a).
  Section 4.02 Issuance of Bonds on the
Basis of Pledged Bonds .
  (a) Bonds of any one or
more series may be authenticated and delivered upon the basis of, and in an
aggregate principal amount not exceeding, the aggregate principal amount of
Unbonded Class “A” Bonds issued and delivered to the Trustee for such
purpose.
  (b) No Bonds of any
series shall be authenticated and delivered by the Trustee upon the basis of the
issuance and delivery to the Trustee of Class “A” Bonds until the Trustee
shall have received:
  (i) Class “A” Bonds
(A) maturing on such dates and in such principal amounts that, at each
Stated Maturity of the Bonds of such series (or the Tranche thereof then to be
authenticated and delivered), there shall mature Class “A” Bonds equal in
principal amount to the Bonds of such series or Tranche then to mature, and
(B) containing, in addition to any mandatory redemption provisions
applicable to all Class “A” Bonds Outstanding under the related
Class “A” Mortgage, mandatory redemption provisions correlative to the
provisions, if any, for the mandatory redemption (pursuant to a sinking fund or
otherwise) of the Bonds of such series or Tranche or for the redemption thereof
at the option of the Holder; it being expressly understood that such
Class “A” Bonds (1) may, but need not, bear interest, any such
interest to be payable at the same times as interest on the Bonds of such series
or Tranche, (2) may, but need not, contain provisions for the redemption
thereof at the option of the Company, any such redemption to be made at a
redemption price or prices not less than the principal amount thereof, and
(3) shall be held by the Trustee in accordance with
Article VII;
  (ii) the documents with
respect to the Bonds of such series specified in Section 4.01; provided, however, that no Net
Earnings Certificate shall be required to be delivered if there shall be
delivered an Officer’s Certificate to the effect that such Class “A” Bonds
have been authenticated and delivered under the related Class “A” Mortgage
on the basis of retired Class “A” Bonds;
  (iii) an Opinion of
Counsel to the effect that:
  (A) the forms of such
Class “A” Bonds have been duly authorized by the Company and have been
established in conformity with the provisions of the related Class “A”
Mortgage;
  (B) the terms of such
Class “A” Bonds have been duly authorized by the Company and have been
established in conformity with the provisions of the related Class “A”
Mortgage; and
  (C) such Class “A”
Bonds have been duly issued under the related Class “A” Mortgage and
constitute valid and legally binding
   54
   obligations of the
Company, entitled to the benefits provided by such Class “A” Mortgage, and
enforceable in accordance with their terms, subject to the Customary
Exceptions;
  provided, however, that, with
respect to Bonds of a series subject to a Periodic Offering, the Trustee shall
be entitled to receive such Opinion of Counsel only once at or prior to the time
of the first authentication and delivery of Bonds of such series and that the
opinions described in subclauses (B) and (C) of clause (iii) above may
state, respectively:
  (1) that, when the terms
of such Class “A” Bonds shall have been established in accordance with the
instrument or instruments creating the series of which such Class “A” Bonds
are a part, such terms will have been duly authorized by the Company and will
have been established in conformity with the provisions of the related
Class “A” Mortgage; and
  (2) that such
Class “A” Bonds, when authenticated and delivered by the trustee under the
related Class “A” Mortgage in accordance with such instrument or
instruments and issued and delivered by the Company in the manner and subject to
any conditions specified in such Opinion of Counsel, will have been duly issued
under such Class “A” Mortgage, and will constitute valid and legally
binding obligations of the Company, entitled to the benefits provided by such
Class “A” Mortgage, and enforceable in accordance with their terms, subject
to the Customary Exceptions; and
  (iv) an Officer’s
Certificate stating that no part of the principal amount of the Class “A”
Bonds upon the basis of which the Bonds are to be authenticated and delivered
has theretofore been Bonded.
  Section 4.03 Issuance of Bonds on the
Basis of Property Additions .
  (a) Bonds of any one or
more series may be authenticated and delivered upon the basis of Property
Additions which do not constitute Bonded Property Additions in a principal
amount not exceeding 75% of the balance of the Cost or of the Fair Value
(whichever shall be less) of such Unbonded Property Additions to the Company
after making any deductions pursuant to Section 1.04(b).
  (b) No Bonds of any
series shall be authenticated and delivered by the Trustee upon the basis of
Property Additions until the Trustee shall have received:
  (i) the documents with
respect to the Bonds of such series specified in Section 4.01;
    55
  (ii) an Engineer’s
Certificate dated as of a date not more than ninety (90) days prior to the
date of the Company Order requesting the authentication and delivery of such
Bonds:
  (A) stating the amount,
as of a date not more than ninety (90) days prior to the date of such
Company Order, of Property Additions made a basis for such
application;
  (B) stating that all
such property constitutes Property Additions;
  (C) stating that such
Property Additions are desirable for use in the proper conduct of the business
of the Company;
  (D) stating that such
amount of Property Additions is not then Bonded;
  (E) stating, except as
to Property Additions acquired, made or constructed wholly through the delivery
of securities or other property or the incurrence of other obligations, that the
amount of cash forming all or part of the Cost thereof was equal to or more than
an amount to be stated therein;
  (F) briefly describing,
with respect to any Property Additions acquired, made or constructed in whole or
in part through the delivery of securities or other property or the incurrence
of other obligations, the securities or other property so delivered or other
obligations so incurred and stating the date of such delivery or
incurrence;
  (G) stating what part,
if any, of such Property Additions includes property which within six months
prior to the date of acquisition thereof by the Company had been used or
operated by a Person or Persons other than the Company in a business similar to
that in which it has been or is to be used or operated by the Company and
stating whether or not, in the judgment of the signers, the Fair Value thereof
to the Company, as of the date of such certificate, is less than $25,000 and
whether or not such Fair Value is less than 1% of the sum of (x) the
aggregate principal amount of Bonds then Outstanding, and (y) the aggregate
principal amount of Class “A” Bonds then Outstanding (other than Pledged
Bonds);
  (H) stating, in the
judgment of the signers, the Fair Value to the Company, as of the date of such
certificate, of such Property Additions, except any thereof with respect to the
Fair Value to the Company of which a statement is to be made in an Independent
Engineer’s Certificate as provided for in clause (iii) below;
    56
   (I) stating the amount
required to be deducted under clause (i) of Section 1.04(b) and the
amount elected to be added under subclauses (A) and (B) of clause (ii) of
Section 1.04(b); and
  (J) stating that the
Liens, if any, of the character described (1) in clause (e) of the
definition of “Permitted Liens” to which any property included in such Property
Additions is subject do not, in the judgment of the signers, materially impair
the use by the Company of the Mortgaged Property considered as a whole;
(2) in clause (h)(ii) of the definition of “Permitted Liens” to which
any property included in such Property Additions is subject do not, in the
judgment of the signers, materially impair the use by the Company of such
property for the purposes for which it is held by the Company or (3) in
clause (n)(ii) of the definition of “Permitted Liens” to which any property
included in such Property Additions is subject would not, if enforced, in the
judgment of the signers, adversely affect the interests of the Company in such
property in any material respect;
  (iii) in case any Property
Additions are shown by the Engineer’s Certificate provided for in
clause (ii) above to include property which, within six months prior to the
date of acquisition thereof by the Company, had been used or operated by a
Person or Persons other than the Company in a business similar to that in which
it has been or is to be used or operated by the Company and such certificate
does not show the Fair Value thereof to the Company, as of the date of such
certificate, to be less than $25,000 or less than 1% of the sum of (x) the
aggregate principal amount of Bonds then Outstanding, and (y) the aggregate
principal amount of Class “A” Bonds then Outstanding (other than Pledged
Bonds), an Independent Engineer’s Certificate stating, in the judgment of the
signer, the Fair Value to the Company, as of the date of such Independent
Engineer’s Certificate, of (A) such Property Additions which have been so
used or operated and (at the option of the Company) as to any other Property
Additions included in the Engineer’s Certificate provided for in
clause (ii) above, and (B) in case such Independent Engineer’s
Certificate is being delivered in connection with the authentication and
delivery of Bonds, any property so used or operated which has been subjected to
the Lien of this Indenture since the commencement of the then current calendar
year which has been used as the basis for the authentication and delivery of
Bonds and as to which an Independent Engineer’s Certificate has not previously
been furnished to the Trustee;
  (iv) in case any Property
Additions are shown by the Engineer’s Certificate provided for in
clause (ii) above to have been acquired, made or constructed in whole or in
part through the delivery of securities or other property, a written appraisal
of an Engineer or Appraiser stating, in the judgment of such Engineer or
Appraiser, the fair market value in cash of such securities or other property at
the time of delivery thereof in payment for or for the acquisition of such
Property Additions;
    57
  (v) an Opinion of
Counsel to the effect:
  (A) that (i) (except as
to paving, grading and other improvements to, under or upon highways, bridges,
parks or other public property of analogous character) this Indenture is, or
upon the delivery of, or the filing or recording in the proper places and manner
of, the instruments of conveyance, assignment or transfer, if any, specified in
said opinion, will be, a Lien on all the Property Additions to be made the basis
of the authentication and delivery of such Bonds; and (ii) the Property
Additions to be made the basis of the authentication and delivery of such Bonds
are (x) subject to no mortgage or other consensual Lien thereon prior to the
Lien of this Indenture except Permitted Liens and (y) to the knowledge of such
counsel, subject to no Lien thereon prior to the Lien of this Indenture except
(1) Permitted Liens, and (2) where the existence of any Liens prior to the Lien
of this Indenture would not materially and adversely affect the security
afforded by this Indenture, subject in all cases to the Customary Exceptions;
and
  (B) that the Company has
corporate authority to operate the Property Additions with respect to which such
application is made; and
  (vi) copies of the
instruments of conveyance, assignment and transfer, if any, specified in the
Opinion of Counsel provided for in clause (v) above.
  (c) The amount of the
Cost of any Property Additions and the Fair Value thereof to the Company and the
fair market value in cash of any securities or other property so delivered in
payment therefor or for the acquisition thereof and the amount of any deductions
and any additions made pursuant to Section 1.04 shall be determined for the
purposes of this Section by the appropriate certificate provided for in
this Section.
  Section 4.04 Issuance of Bonds on the
Basis of Retired Bonds .
  (a) Subject to the
provisions of subsection (c) of this Section, Bonds of any one or more
series may be authenticated and delivered upon the basis of, and in an aggregate
principal amount not exceeding the aggregate principal amount of, Unbonded
Retired Bonds.
  (b) No Bonds of any
series shall be authenticated and delivered by the Trustee upon the basis of
Retired Bonds until the Trustee shall have received:
  (i) the documents with
respect to the Bonds of such series specified in Section 4.01; provided, however, that no Net
Earnings Certificate shall be required to be delivered unless:
  (A) the original, final
Stated Maturity of the Retired Bonds to be made the basis of the authentication
and delivery of such Bonds under this Section was a date less than five
years after the date of the Company Order which requested the authentication and
delivery of such Retired Bonds; and
    58
  (B) the maximum Stated
Interest Rate, if any, on such Retired Bonds at the time of their authentication
and delivery was less than the maximum Stated Interest Rate, if any, on such
Bonds to be in effect upon the initial authentication and delivery thereof;
and
  (ii) an Officer’s
Certificate stating that Retired Bonds, specified by series, in an aggregate
principal amount not less than the aggregate principal amount of Bonds to be
authenticated and delivered, have theretofore been authenticated and delivered
and, as of the date of such Officer’s Certificate, constitute Retired Bonds and
are the basis for the authentication and delivery of such Bonds, and further
stating that no part of such principal amount of Retired Bonds has theretofore
been Bonded.
  (c) No Bonds shall be
authenticated or delivered hereunder on the basis of any Retired Bonds
theretofore authenticated and delivered on the basis of Pledged Bonds pursuant
to Section 4.02 if such Pledged Bonds can again be used as the basis for
the issuance of Bonds pursuant to Section 4.02, until the Class “A”
Mortgage under which such Pledged Bonds were issued has been discharged pursuant
to the provisions thereof.
  Section 4.05 Issuance of Bonds upon
Deposit of Cash with Trustee .
  (a) Bonds of any one or
more series may be authenticated and delivered upon the basis of, and in an
aggregate principal amount not exceeding the amount of, any deposit with the
Trustee of cash for such purpose.
  (b) No Bonds of any
series shall be authenticated and delivered by the Trustee upon the basis of the
deposit of cash until the Trustee shall have received the documents with respect
to the Bonds of such series specified in Section 4.01.
  (c) All cash deposited
with the Trustee under the provisions of this Section, and all cash required by
Section 7.02(a) to be used or applied in accordance with the provisions of
this Section, shall be held by the Trustee as a part of the Mortgaged Property
and may be withdrawn from time to time by the Company, upon application of the
Company to the Trustee, in an amount equal to the aggregate principal amount of
Bonds to the authentication and delivery of which the Company shall be entitled
under any of the provisions of this Indenture by virtue of compliance with all
applicable provisions of this Indenture (except as otherwise provided in
subsection (d) of this Section).
  (d) Upon any such
application for withdrawal, the Company shall comply with all applicable
provisions of this Indenture relating to the authentication and delivery of
Bonds except that the Company shall not in any event be required to comply with
Section 4.01.
  (e) Any withdrawal of
cash under subsection (c) of this Section shall operate as a waiver by
the Company of its right to the authentication and delivery of the Bonds on
which it is based and such Bonds may not thereafter be authenticated and
delivered hereunder.  Any Property Additions which have been made the
basis of any such right to the authentication and delivery of Bonds so waived
shall be deemed to have been made the basis of the withdrawal of such cash; any
Retired Bonds which have been made the basis of any such right to the
   59
  authentication and
delivery of Bonds so waived shall be deemed to have been made the basis of the
withdrawal of such cash; and any Pledged Bonds which have been made the basis of
any such right to the authentication and delivery of Bonds so waived shall be
deemed to have been made the basis of the withdrawal of such cash.
  (f) If at any time the
Company shall so direct, any sums deposited with the Trustee under the
provisions of this Section may be used or applied to the purchase,
redemption or payment of Bonds in the manner and subject to the conditions
provided in clauses (iv) and (v) of Section 8.06(a); provided, however, that, none
of such cash shall be applied to the payment of more than the principal amount
of any Bonds so purchased, redeemed or paid, except to the extent that the
aggregate principal amount of all Bonds theretofore, and of all Bonds then to
be, purchased, redeemed or paid with cash deposited under this Section is
not less than the aggregate cost for principal, premium, if any, interest, if
any, and brokerage commission, if any, on or with respect to all Bonds
theretofore, and on or with respect to all Bonds then to be, purchased, redeemed
or paid with cash so deposited.
  ARTICLE
V
 
  REDEMPTION OF
BONDS
  Section 5.01 Applicability of
Article .
  Bonds of any series,
or any Tranche thereof, which are redeemable before their Stated Maturity shall
be redeemable in accordance with their terms and (except as otherwise specified
as contemplated by Section 3.01 for Bonds of such series or Tranche) in
accordance with this Article.
  Section 5.02 Election to Redeem; Notice
to Trustee .
  The
election of the Company to redeem any Bonds shall be evidenced by a Board
Resolution or an Officer’s Certificate.  The Company shall, at least
forty-five (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 series and principal
amount of such Bonds to be redeemed.  In the case of any redemption of
Bonds (a) prior to the expiration of any restriction on such redemption
provided in the terms of such Bonds or elsewhere in this Indenture, or
(b) pursuant to an election of the Company which is subject to a condition
specified in the terms of such Bonds, the Company shall furnish the Trustee with
an Officer’s Certificate evidencing compliance with such restriction or
condition.
  Section 5.03 Selection of Bonds to Be
Redeemed .
  (a) If less than all the
Bonds of any series, or any Tranche thereof, are to be redeemed, the particular
Bonds (or portions thereof) to be redeemed shall be selected by the Bond
Registrar from the Outstanding Bonds of such series or Tranche not previously
called for redemption, by such method as shall be provided for any particular
series, or, in the absence of any such provision, by such method as the Bond
Registrar, with the approval of the Trustee, shall deem fair and appropriate and
which may, in any case, provide for the selection for redemption of portions
(equal to the minimum authorized denomination for Bonds of such series or
Tranche
   60
  or any integral
multiple thereof) of the principal amount of Bonds of such series or Tranche of
a denomination equal to or larger than the minimum authorized denomination for
Bonds of such series or Tranche; provided, however, that if, as
indicated in an Officer’s Certificate, the Company shall have offered to
purchase all Bonds then Outstanding of any series, or any Tranche thereof, and
less than all of such Bonds shall have been tendered to the Company for such
purchase, the Bond Registrar, if so directed by Company Order, shall select for
redemption only such Bonds which have not been so tendered.
  (b) The Bond Registrar
shall promptly notify the Company and the Trustee in writing of the Bonds
selected for redemption and, in the case of any Bonds selected to be redeemed in
part, the principal amount thereof to be redeemed.
  (c) 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 Bonds redeemed or to
be redeemed only in part, to the portion of the principal amount of such Bonds
which has been or is to be redeemed.
  Section 5.04 Notice of
Redemption .
  (a) Except as otherwise
specified as contemplated by Section 3.01 for Bonds of any series, or
Tranche thereof, notice of redemption shall be given in the manner provided in
Section 1.09 to the Holders of the Bond to be redeemed not less than thirty
(30) nor more than one hundred eighty (180) days prior to the Redemption
Date.
  (b) All notices of
redemption shall state:
  (i) the Redemption
Date;
  (ii) the Redemption
Price;
  (iii) if less than all the
Bonds of any series or Tranche are to be redeemed, the identification of the
particular Bonds to be redeemed and the portion of the principal amount of any
Bond to be redeemed in part;
  (iv) that on the
Redemption Date the Redemption Price, together with accrued interest, if any, to
the Redemption Date, will become due and payable upon each such Bond to be
redeemed and, if applicable, that interest thereon will cease to accrue on and
after said date;
  (v) the place or places
where such Bonds are to be surrendered for payment of the Redemption
Price;
  (vi) the name and address
of the Paying Agent;
  (vii) that the redemption
is for a sinking or other fund, if such is the case;
    61
  (viii) subject to Section
3.12, the CUSIP, ISIN or other similar number, if any, applicable to the Bonds
to be redeemed; and
  (ix) such other matters
as the Company shall deem desirable or appropriate.
  (c) With respect to any
notice of redemption of Bonds at the election of the Company, unless, upon the
giving of such notice, such Bonds shall be deemed to have been paid in
accordance with Section 9.01, such notice may state that such redemption
shall be conditional upon the receipt by the Trustee or Paying Agent, on or
prior to the date fixed for such redemption, of money sufficient to pay the
principal of and premium, if any, and interest, if any, on such Bonds and that
if such money shall not have been so received such notice shall be of no force
or effect and the Company shall not be required to redeem such
Bonds.  In the event that such notice of redemption contains such a
condition and such money is not so received, the redemption shall not be made
and within a reasonable time thereafter notice shall be given, in the manner in
which the notice of redemption was given, that such money was not so received
and such redemption was not required to be made.
  (d) Notice of redemption
of Bonds to be redeemed at the election of the Company, and any notice of
non-satisfaction of a condition for redemption as aforesaid, shall be given by
the Company or, at the Company’s request, by the Bond Registrar in the name and
at the expense of the Company.  Notice of mandatory redemption of
Bonds shall be given by the Bond Registrar in the name and at the expense of the
Company.
  Section 5.05 Bonds Payable on Redemption
Date .
  Notice of redemption
having been given as aforesaid, and the conditions, if any, set forth in such
notice having been satisfied, the Bonds or portions thereof so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless, the Company shall
default in the payment of the Redemption Price and accrued interest, if any)
such Bonds or portions thereof, if interest-bearing, shall cease to bear
interest.  Upon surrender of any such Bond for redemption in
accordance with such notice, such Bond or portion thereof shall be paid by the
Company at the Redemption Price, together with accrued interest, if any, to the
Redemption Date; provided, however, that, except
as otherwise specified as contemplated by Section 3.01 with respect to
Bonds of any series, or Tranche thereof, any installment of interest on any Bond
the Stated Maturity of which is on or prior to the Redemption Date shall be
payable to the Holder of such Bond, or one or more Predecessor Bonds, registered
as such at the close of business on the related Regular Record Date according to
the terms of such Bond and subject to the provisions of
Section 3.07.
  Section 5.06 Bonds Redeemed in
Part .
  Any
Bond which is to be redeemed only in part shall be surrendered at a Place of
Payment therefor (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
   62
  execute, and the
Trustee shall authenticate and deliver to the Holder of such Bond, without
service charge, a new Bond or Bonds of the same series and Tranche, of any
authorized denomination requested by such Holder and of like tenor and in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Bond so surrendered; provided, however, that the
payment of any principal in accordance with the scheduled amortization payments
specified for the Bonds of any series, or any Tranche thereof as contemplated by
Section 3.01, shall not constitute a redemption in part subject to this
Section 5.06 (except as otherwise specified as contemplated by
Section 3.01 for Bonds of such series or Tranche).
  ARTICLE
VI
 
  REPRESENTATIONS AND
COVENANTS
  Section 6.01 Payment of Bonds; Lawful
Possession; Maintenance of Lien .
  (a) The Company shall
pay the principal of and premium, if any, and interest, if any, on the Bonds of
each series in accordance with the terms of such Bonds and this
Indenture.
  (b) At the date of the
execution and delivery of this Indenture, the Company is lawfully possessed of
the Mortgaged Property and has good right and lawful authority to mortgage and
pledge the Mortgaged Property, as provided in and by this
Indenture.
  (c) The Company shall
maintain and preserve the Lien of this Indenture so long as any Bonds shall
remain Outstanding, subject, however, to the provisions of Articles IX and
XIII.
  Section 6.02 Maintenance of Office or
Agency .
  (a) The Company shall
maintain in each Place of Payment for the Bonds of any series, or any Tranche
thereof, an office or agency where such Bonds may be presented or surrendered
for payment, where such Bonds may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of such
Bonds and this Indenture may be served.  The Company shall give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency and prompt notice to the Holders of any such change in
the manner specified in Section 1.09.  If at any time the Company
shall fail to maintain any such required office or agency in respect of Bonds of
any series, or any Tranche thereof, or shall fail to furnish the Trustee with
the address thereof, such presentations and surrenders of such Bonds may be made
and notices and demands may be made or served at the Corporate Trust Office of
the Trustee, and the Company hereby appoints the Trustee as its agent to receive
such respective presentations, surrenders, notices and demands.
  (b) The Company may also
from time to time designate one or more other offices or agencies where the
Bonds of one or more series, or any Tranche thereof, may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency for such purposes in each
   63
  Place of Payment for
such Bonds in accordance with the requirements set forth above.  The
Company shall give prompt written notice to the Trustee, and prompt notice to
the Holders in the manner specified in Section 1.09, of any such
designation or rescission and of any change in the location of any such other
office or agency.
  (c) Anything herein to
the contrary notwithstanding, any office or agency required by this
Section may be maintained at an office of the Company, in which event the
Company shall perform all functions to be performed at such office or
agency.
  (d) With respect to any
Global Bond, and except as otherwise may be specified for such Global Bond as
contemplated by Section 3.01, the Corporate Trust Office of the Trustee shall be
the Place of Payment where such Global Bond may be presented or surrendered for
payment or for registration of transfer or exchange, or where successor Bonds
may be delivered in exchange therefor, provided,however, that any
such payment, presentation, surrender or delivery effected pursuant to the
Applicable Procedures of the Depository for such Global Bond shall be deemed to
have been effected at the Place of Payment for such Global Bond in accordance
with the provisions of this Indenture.
  Section 6.03 Money for Bond Payments to
Be Held in Trust .
  (a) If the Company shall
at any time act as its own Paying Agent with respect to the Bonds of any series,
or any Tranche thereof, it shall, on or before each due date of the principal of
and premium, if any, or interest, if any, on any of such Bonds, segregate and
hold in trust for the benefit of the Persons entitled thereto a sum sufficient
to pay the principal and premium or interest so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided and
shall promptly notify the Trustee of its action or failure so to
act.
  (b) Whenever the Company
shall have one or more Paying Agents for the Bonds of any series, or any Tranche
thereof, it shall, on or before each due date of the principal of and premium,
if any, or interest, if any, on such Bonds, deposit with such Paying Agents sums
sufficient (without duplication) to pay the principal and premium or interest so
becoming due, such sums to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest, and (unless such Paying Agent
is the Trustee) the Company shall promptly notify the Trustee of its action or
failure, so to act.  Anything herein to the contrary notwithstanding,
the Company hereby appoints the Trustee as initial Paying Agent for the Bonds of
all series.
  (c) The Company shall
cause each Paying Agent for the Bonds of any series, or any Tranche thereof,
other than the Trustee, 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 shall:
  (i) hold all sums held
by it for the payment of the principal of and premium, if any, or interest, if
any, on the Bonds of such series or Tranche in trust for the benefit of the
Persons entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as herein provided;
    64
  (ii) give the Trustee
notice of any default by the Company (or any other obligor upon the Bonds of
such series) in the making of any payment of principal of and premium, if any,
or interest, if any, on the Bonds of such series or Tranche; and
  (iii) 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 and
furnish to the Trustee such information as it possesses regarding the names and
addresses of the Persons entitled to such sums.
  (d) The Company may at
any time pay, or by Company Order 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, if so stated in a Company Order delivered
to the Trustee, in accordance with the provisions of Article IX; 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.
  (e) Subject to
applicable laws regarding abandoned property, any money deposited with the
Trustee (other than money held under the provisions of Article IX) 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, if any, on any Bond and remaining
unclaimed for two years after such principal and premium, if any, or interest,
if any, 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 payment to
the Company, may at the expense of the Company cause to be mailed, on one
occasion only, notice to such Holder that such money remains unclaimed and that,
after a date specified therein, which shall not be less than thirty
(30) days from the date of such mailing, any unclaimed balance of such
money then remaining will be paid to the Company.
  Section 6.04 Corporate
Existence .
  Subject to the
rights of the Company under Article XIII, the Company shall do or cause to
be done all things necessary to preserve and keep in full force and effect its
corporate existence and the rights (charter and statutory) and franchises of the
Company; provided, however, that the
Company shall not be required to preserve any such right or franchise if, in the
judgment of the Company, the preservation thereof is no longer desirable in the
conduct of the business of the Company and the loss thereof would not adversely
affect the interests of the Holders in any material respect.
   65
  Section 6.05 Maintenance of
Properties .
  (a) The Company shall
cause (or, with respect to property owned in common with others, make reasonable
effort to cause) the Mortgaged Property, considered as a whole, to be maintained
and kept in good condition, repair and working order, reasonable wear and tear
excepted, and shall cause (or, with respect to property owned in common with
others, make reasonable effort to cause) to be made such repairs, renewals,
replacements, betterments and improvements thereof, as, in the judgment of the
Company, may be necessary in order that the operation of the Mortgaged Property,
considered as a whole, may be conducted in accordance with common industry
practice; provided, however, that nothing
in this Section shall prevent the Company from discontinuing, or causing
the discontinuance of, the operation and maintenance of any of its properties if
such discontinuance is, in the judgment of the Company, desirable in the conduct
of its business; and provided, further, that nothing
in this Section shall prevent the Company from selling, transferring or
otherwise disposing of, or causing the sale, transfer or other disposition of,
any portion of the Mortgaged Property.
  (b) With respect to any
Mortgaged Property constituting a Nuclear Facility and subject to applicable
law, the Company shall take commercially reasonable efforts to (i) obtain the
valid and effective issue of, (ii) maintain, (iii) seek the timely renewal or
extension prior to expiration of, and (iv) in connection with any exercise of
remedies by the Trustee upon the occurrence of an Event of Default and
declaration of acceleration in accordance with Article X hereof, cooperate with
the Trustee in obtaining the transfer to the Trustee or its successors or
assigns of, such Nuclear Facility operating licenses with respect to such
Mortgaged Property as, in the judgment of the Company, may be necessary in order
that the operation of the Mortgaged Property, considered as a whole, may be
conducted in accordance with common industry practice; provided, however, that nothing
in this Section 6.05(b) shall prevent the Company from discontinuing, or causing
the discontinuance of, the operation and maintenance of its properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of
its business; and provided, further, that nothing
in this Section 6.05(b) shall prevent the Company from selling, transferring or
otherwise disposing of, or causing the sale, transfer or other disposition of,
any portion of the Mortgaged Property.
  Section 6.06 Payment of Taxes; Discharge
of Liens .
  The
Company shall pay all taxes and assessments and other governmental charges
lawfully levied or assessed upon the Mortgaged Property, or upon any part
thereof, or upon the interest of the Trustee in the Mortgaged Property, before
the same shall become delinquent, and will duly observe and conform in all
material respects to all valid requirements of any Governmental Authority
relative to any of the Mortgaged Property, and all covenants, terms and
conditions upon or under which any of the Mortgaged Property is held; and, after
the date of execution and delivery of this Indenture, the Company shall not
suffer any Lien to be created upon the Mortgaged Property, or any part thereof,
prior to the Lien hereof other than Permitted Liens and other than, in the case
of property hereafter acquired, vendors’ Liens, Purchase Money Liens and any
other Lien thereon at the time of the acquisition thereof (including, but not
limited to, the Lien of any Class “A” Mortgage); and within four months
after any lawful claim or demand for labor, materials, supplies or other objects
has become delinquent which if unpaid would or might by law be given precedence
over the Lien of this Indenture as a Lien upon any of
   66
  the
Mortgaged Property, the Company shall pay or cause to be discharged or make
adequate provisions to satisfy or discharge the same; provided, however, that nothing
in this Section contained shall require the Company (i) to observe or
conform to any requirement of a Governmental Authority or to cause to be paid or
discharged, or to make provision for, any such Lien, or to pay any such tax,
assessment or governmental charge so long as the validity thereof shall be
contested in good faith and by appropriate legal proceedings; (ii) to pay,
discharge or make provisions for any tax, assessment or other governmental
charge the validity of which shall not be so contested if adequate security for
the payment of such tax, assessment or other governmental charge and for any
damages (including penalties and interest, if any) which may reasonably be
anticipated from failure to pay the same shall be given to the Trustee; or (iii)
to pay, discharge or make provisions for any Liens existing on the Mortgaged
Property at the date of execution and delivery of this Indenture; and provided, further, that nothing
in this Section shall prohibit the issuance or other incurrence of additional
indebtedness, or the refunding of outstanding indebtedness, secured by a Lien
prior to the Lien hereof which is permitted hereunder to continue to
exist.
  Section 6.07 Insurance; Nuclear
Insurance; Decommissioning .
  (a) The Company will
keep or cause to be kept all the Mortgaged Property insured with reasonable
deductibles and retentions against loss by fire to the extent that property of
similar character is usually so insured by companies similarly situated and
operating like properties, by insurance companies which the Company believes to
be reputable; or the Company will, in lieu of or supplementing such insurance in
whole or in part, adopt some other method or plan of protection, which may
include, either alone or in conjunction with any other Person or Persons,
creation of an insurance fund to protect the Mortgaged Property against loss by
fire.
  (b) Available proceeds
of any insurance or alternative method or plan of protection of the Company
against losses of the kind specified in Section 6.07(a) shall, at the
request of the Company, be paid to the Company, and the Company shall be under
no obligation to use such proceeds to rebuild or repair damaged or destroyed
Mortgaged Property to the extent that the Fair Value of all of the Mortgaged
Property after the damage or destruction of Mortgaged Property with respect to
which such proceeds are payable equals or exceeds an amount equal to 20/15ths of
the aggregate principal amount of Bonds Outstanding and Class “A” Bonds
Outstanding (other than Pledged Bonds), as evidenced by, and within ten
(10) days after receipt by the Trustee of:
  (i) an Engineer’s
Certificate stating that the Fair Value, in the opinion of the signers of such
Engineer’s Certificate, of the Mortgaged Property remaining after such damage or
destruction of Mortgaged Property is a specified amount; and
  (ii) an Officer’s
Certificate stating that the Fair Value of all of the Mortgaged Property, as
certified in the Engineer’s Certificate provided for in clause (i) of
Section 6.07(b) equals or exceeds an amount equal to 20/15ths of the
aggregate principal amount of Bonds Outstanding and Class “A” Bonds
Outstanding (other than Pledged Bonds).
    67
   (c) To the extent that
the Fair Value of all of the Mortgaged Property after such damage or destruction
of Mortgaged Property does not equal or exceed an amount equal to 20/15ths of
the aggregate principal amount of Bonds Outstanding and Class “A” Bonds
Outstanding (other than Pledged Bonds), as evidenced by an Engineer’s
Certificate and an Officer’s Certificate similar to those described in
clauses (i) and (ii) of Section 6.07(b), (i) the available
proceeds of such insurance paid with respect to any such loss shall be paid to
the Trustee, as the interest of the Trustee may appear, or to the trustee of a
Class “A” Mortgage, or to the trustee or other holder of any mortgage or
other Lien prior hereto upon the Mortgaged Property so destroyed or damaged, if
the terms thereof require such proceeds so to be paid; and (ii) if the
Company shall adopt such other method or plan, it will pay or cause to be paid
to the Trustee on account of any loss sustained because of the destruction or
damage of any Mortgaged Property by fire, an amount of cash equal to such loss
less any amount otherwise paid with respect to such loss to the Trustee, or to
the trustee of a Class “A” Mortgage, or to the trustee or other holder of
any mortgage or other Lien prior hereto upon the Mortgaged Property so destroyed
or damaged, if the terms thereof require payments for such loss so to be paid.
Any amounts of cash so required to be paid by the Company pursuant to any such
method or plan shall for the purposes of this Indenture be deemed to be proceeds
of insurance.
  (d) All moneys paid to
the Trustee by the Company or received by the Trustee as proceeds of any
insurance shall, subject to Section 6.07(b) and to the requirements of any
Class “A” Mortgage or any mortgage or other Lien prior hereto upon the
Mortgaged Property, be held by the Trustee and, subject to such requirements,
shall, at the request of the Company, be paid by the Trustee to the Company to
reimburse or fund the Company for an equal amount spent or committed to be spent
for the purchase or other acquisition of property which becomes Mortgaged
Property at the time of such purchase or acquisition, or in the rebuilding or
renewal of the Mortgaged Property destroyed or damaged, upon receipt by the
Trustee of:
  (i) an Officer’s
Certificate requesting such reimbursement;
  (ii) an Engineer’s
Certificate stating the amounts so expended or committed for expenditure and the
nature of such rebuilding or renewal and the Fair Value to the Company of the
property rebuilt or renewed or to be rebuilt or renewed and if:
  (A) within six months
prior to the date of acquisition thereof by the Company, such property has been
used or operated, by a Person or Persons other than the Company, in a business
similar to that in which it has been or is to be used or operated by the
Company, and
  (B) the Fair Value to
the Company of such property as set forth in such Engineer’s Certificate is not
less than $25,000 and not less than 1% of the sum of (1) the principal
amount of the Bonds at the time Outstanding, and (2) the principal amount
of Class “A” Bonds Outstanding (other than Pledged Bonds) at the
time,
  the
Engineer making such certificate shall be an Independent Engineer;
and
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  (iii) an Opinion of
Counsel stating that, in the opinion of the signer, the property so rebuilt or
renewed or to be rebuilt or renewed is or will be subject to the Lien hereof to
the same extent as was the property so destroyed or damaged.
  (e) Any such money not
so applied within eighteen (18) months after its receipt by the Trustee, or in
respect of which notice in writing of intention to apply the same to the work of
rebuilding or renewal then in progress and uncompleted shall not have been given
to the Trustee by the Company within such eighteen (18) months, or which the
Company shall at any time notify the Trustee is not to be so applied, shall
thereafter be withdrawn, used or applied in the manner, to the extent and for
the purposes, and subject to the conditions, provided in
Section 8.06.
  (f) Whenever under the
provisions of this Section the Company is required to deliver moneys to the
Trustee and at the same time shall have satisfied the conditions set forth
herein for reimbursement, there shall be paid to or retained by the Trustee or
reimbursed to the Company, as the case may be, only the net amount.
  (g) In the event that
the Company adopts a method or plan of protection other than insurance as
provided in Section 6.07(a), the Company shall furnish to the Trustee a
certificate of a qualified Person appointed by the Company with respect to the
adequacy of such method or plan.
  (h) With respect to any
Mortgaged Property constituting a Nuclear Facility, and as otherwise required by
applicable law, the Company shall keep or cause to be kept such Mortgaged
Property covered by nuclear energy hazard liability insurance and property
insurance that at a minimum satisfies the financial protection requirements of
Section 170 of the AEA, and 10 C.F.R. Part 140, and the requirements of 10
C.F.R. 50.54(w), respectively.  To the extent that any available
proceeds from insurance to be paid to the Trustee pursuant to Section 6.07(c)
may be limited because applicable law or the terms of insurance require a
priority for payment of costs for stabilization and decontamination of the
Nuclear Facility and its site, the Company will take commercially reasonable
efforts to make the required certifications so that the insurance policies may
make parallel payments to the Trustee of coverage amounts available and not
dedicated for stabilization and decontamination.
  (i) With respect to any
of the Mortgaged Property constituting a Nuclear Facility, the Company shall
comply in all material respects with applicable federal and state laws providing
for the decommissioning and retirement from commercial service of such Mortgaged
Property, including, without limitation, with respect to the establishment,
funding and maintenance of a decommissioning or similar trust fund or funds
applicable to such Mortgaged Property; provided, however, that nothing
in this Indenture shall be deemed to grant, bestow or create in favor of the
Trustee, any Holder or any other Person any (i) right, title or interest in,
(ii) claim or entitlement to, (iii) mortgage, security interest, encumbrance or
lien on, or (iv) control over, in each case, any such trust fund, or the moneys
and other assets at any time held therein; provided further,
however, that
following the occurrence of an Event of Default and declaration of acceleration
in accordance with Article X hereof, the Company will take commercially
reasonable efforts to assist and cooperate in transferring the trust fund, or
the moneys held therein, in connection with the transfer of the Mortgaged
Property and the Nuclear Facility
   69
  operating licenses
with respect to the Mortgaged Property to the Trustee or its successors or
assigns, as contemplated in Section 6.05(b)(iv).
  Section 6.08 Recording, Filing,
Etc.
  (a) The Company shall
cause this Indenture and all indentures and instruments supplemental hereto (or
notices, memoranda or financing statements as may be recorded or filed to place
third parties on notice thereof), including all financing statements and
continuation statements covering security interests in personal property, and
all Purchase Money Liens securing obligations delivered to the Trustee pursuant
to Section 8.05, to be promptly recorded and filed and re-recorded and
re-filed and will execute or cause to be executed and file such financing
statements and such continuation statements, all in such manner and in such
places, as may be required by law in order fully to preserve and protect the
security of the Holders of the Bonds and all rights of the Trustee, and shall
furnish to the Trustee:
  (i) promptly after the
execution and delivery of this Indenture and of each supplemental indenture and
instrument supplemental hereto, an Opinion of Counsel either stating that in the
opinion of such counsel this Indenture, such supplemental indenture or
instrument supplemental hereto (or notice or memorandum thereof or financing
statement in connection therewith) has been properly recorded and filed, so as
to make effective the Lien intended to be created hereby or thereby, and
reciting the details of such action, or stating that in the opinion of such
counsel no such action is necessary to make such Lien effective.  The
Company shall be deemed to be in compliance with this clause (i) if
(A) the Opinion of Counsel herein required to be delivered to the Trustee
shall state that this Indenture, such supplemental indenture or instrument
supplemental hereto (or financing statement or notice or memorandum thereof) has
been received for recording or filing in each jurisdiction in which it is
required to be recorded or filed and that, in the opinion of such counsel (if
such is the case), such receipt for recording or filing makes effective the Lien
intended to be created by this Indenture, such supplemental indenture or
instrument supplemental hereto, and (B) such opinion is delivered to the
Trustee within such time, following the date of the execution and delivery of
this Indenture, such supplemental indenture or instrument supplemental hereto,
as shall be practicable having due regard to the number and distance of the
jurisdictions in which this Indenture, such supplemental indenture or instrument
supplemental hereto is required to be recorded or filed; and
  (ii) on or before June 1
of each year, beginning June 1, 2010, an Opinion of Counsel either stating that
in the opinion of the signer such action has been taken, since the date of the
most recent Opinion of Counsel furnished pursuant to this clause (ii) or
the first Opinion of Counsel furnished pursuant to clause (i) of this
subsection (a), with respect to the recording, filing, re-recording, and
re-filing of this instrument and of each indenture and instrument supplemental
to this Indenture (or financing statement or notice or memorandum thereof), as
is necessary to maintain the Lien hereof, and reciting the details of such
action, or
   70
  stating that in the
opinion of such counsel no such action is necessary to maintain such
Lien.
  (b) The Company shall
execute and deliver such supplemental indenture or indentures and such further
instruments and do such further acts as may, be necessary or proper to carry out
the purposes of this Indenture and to make subject to the Lien hereof any
property hereafter acquired, made or constructed, intended to be subject to the
Lien hereof, and to transfer to any new trustee or trustees or co-trustee or
co-trustees, the estate, powers, instruments or funds held in trust
hereunder.
  (c) Notwithstanding the
foregoing, the Company authorizes the Trustee to file one or more financing
statements and such other documents as the Trustee may from time to time
reasonably require to perfect or continue the perfection of the Lien of this
Indenture on any Mortgaged Property.  In case the Company fails to
file any financing statements or other documents for the perfection or
continuation of any security interest, the Company hereby appoints the Trustee
as its true and lawful attorney-in-fact to file any such documents on its
behalf.  If any financing statement or other document is filed in the
records normally pertaining to personal property, that filing shall never be
construed as in any way derogating from or impairing this Indenture or the
rights or obligations of the parties hereto under it in respect of any real
property.
  Section 6.09 Waiver of Certain
Covenants .
  Subject to the
provisions of the Trust Indenture Act, the Company may omit in any particular
instance to comply with any term, provision or condition set forth in
(a) Section 6.02 or any additional covenant or restriction specified
with respect to the Bonds of any series, or any Tranche thereof, as contemplated
by Section 3.01 if before the time for such compliance the Holders of at
least a majority in aggregate principal amount of the Outstanding Bonds of all
series and Tranches with respect to which compliance with Section 6.02 or
such additional covenant or restriction is to be omitted, considered as one
class, shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition,
and (b) Section 6.04, 6.05, 6.06, 6.07 or 6.08 or Article XIII if
before the time for such compliance the Holders of at least a majority in
aggregate principal amount of Bonds Outstanding under this Indenture shall, by
Act of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition; but, in the case of (a)
or (b), no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee
in respect of any such term, provision or condition shall remain in full force
and effect.  A waiver of compliance given by or on behalf of any
Holder of the Bonds in connection with a purchase of, or tender or exchange
offer for, such Holder’s Bonds will not be rendered invalid by such purchase,
tender or exchange.
  Section 6.10 Statement as to
Compliance .
  For
so long as the Trustee Indenture Act shall so require, the Company will deliver
to the Trustee, on or prior to June 1 of each year, beginning with June 1, 2010,
a brief
   71
  certificate from the
principal executive officer, principal financial officer or principal accounting
officer as to his or her knowledge of the Company’s compliance with all
conditions and covenants under this Indenture.  For purposes of this
Section 6.10, such compliance shall be determined without regard to any
period of grace or requirement of notice under this Indenture.
  Section 6.11 Use of Trust Moneys and
Advances by Trustee .
  If
the Company shall fail to perform any of its covenants contained in
Sections 6.04, 6.05, 6.06 and 6.07 hereof, the Trustee may, at any time and
from time to time, but shall not be obligated to, use and apply any Funded Cash
held by it pursuant to Section 8.06, or make advances, to effect
performance of any such covenant on behalf of the Company; and all moneys so
used or advanced by the Trustee shall be repaid by the Company, together with
interest thereon at a rate per annum equal to the highest interest rate per
annum borne by Bonds Outstanding at the time of such repayment, upon demand by
the Trustee and any such advances by the Trustee shall be secured under this
Indenture prior to the Bonds.  For the repayment of all such advances
by the Trustee the Trustee shall have the right to use and apply any Funded Cash
held by it pursuant to Section 8.06, but no such use or application of
Funded Cash nor any such advance shall relieve the Company from any default
hereunder.
  Section 6.12 Limited Issuance of
Class “A” Bonds .
  So
long as any Bonds are Outstanding, the Company will not issue any additional
Class “A” Bonds except (i) to replace mutilated, destroyed, lost or
wrongfully taken Class “A” Bonds of the same series or to effect transfers
and exchanges of Class “A” Bonds or (ii) such Class “A” Bonds as
shall immediately after issuance be made the basis for the authentication and
delivery of Bonds under Section 4.02.
  ARTICLE
VII
 
  PLEDGED BONDS: ADDITIONAL
CLASS “A” MORTGAGES; DISCHARGE OF CLASS “A” MORTGAGE
  Section 7.01 Registration and Ownership
of Pledged Bonds .
  All
Pledged Bonds shall be registered in the name of the Trustee or its nominee and
shall be owned and held by the Trustee, subject to the provisions of this
Indenture, for the benefit of the Holders of all Bonds from time to time
Outstanding, and the Company shall have no interest therein.  The
Trustee shall be entitled to exercise all rights of bondholders under each
Class “A” Mortgage either in its discretion (which it need not exercise) or
as otherwise provided in this Article or in Article X.
  Section 7.02 Payments on Pledged
Bonds .
  (a) Any payment by the
Company of principal of or premium or interest on any Pledged Bonds shall be
applied by the Trustee to the payment of any principal, premium or interest, as
the case may be, in respect of the Bonds which is then due, and, to the extent
of such application, the obligation of the Company hereunder to make such
payment in respect of the Bonds shall be deemed to have been satisfied and
discharged.  If at the time of any such payment
   72
  of principal of
Pledged Bonds, there shall be no principal then due in respect of the Bonds, the
proceeds of such payment in respect of the Pledged Bonds shall be deemed to
constitute Funded Cash and shall be held by the Trustee as part of the Mortgaged
Property, to be withdrawn, used or applied in the manner, to the extent and for
the purposes, and subject to the conditions, provided in
Section 4.05.  If, at the time of any such payment of premium or
interest on Pledged Bonds, there shall be no premium or interest, as the case
may be, then due in respect of the Bonds, the proceeds of such payment in
respect of the Pledged Bonds shall be remitted to the Company upon receipt by
the Trustee of a Company Order requesting the same; provided, however, that
following the occurrence and during the continuance of an Event of Default, the
Trustee shall not pay such proceeds over to the Company, but shall instead hold
such proceeds as part of the Mortgaged Property.
  (b) Each supplemental
indenture pursuant to which any Pledged Bonds are issued shall contain a
provision to the effect that any payment by the Company hereunder of principal
of or premium or interest on Bonds which shall have been authenticated and
delivered upon the basis of the issuance and delivery to the Trustee of such
Pledged Bonds (other than by the application of the proceeds of a payment in
respect of such Pledged Bonds) shall, to the extent thereof, be deemed to
satisfy and discharge the obligation of the Company, if any, to make a payment
of principal, premium or interest, as the case may be, in respect of such
Pledged Bonds which is then due.
  Section 7.03 Surrender of Pledged
Bonds .
  At
the time any Bonds of any series, or any Tranche thereof, which shall have been
authenticated and delivered upon the basis of Pledged Bonds, cease to be
Outstanding (other than as a result of the application of the proceeds of the
payment or redemption of such Pledged Bonds), the Trustee shall upon the receipt
of a Company Order surrender to or upon the order of the Company an equal
principal amount of such Pledged Bonds having the same Stated Maturity and
provisions, if any, for mandatory redemption as such Bonds.
  Section 7.04 No Transfer of Pledged
Bonds .
  Subject to the
provisions of Section 10.20 hereof the Trustee shall not sell, assign or
otherwise transfer any Pledged Bonds except to a successor trustee under this
Indenture.  The Company may take such actions as it shall deem
necessary, desirable or appropriate to effect compliance with such restrictions
on transfer, including the placing of a legend on each Pledged Bond and the
issuance of stop-transfer instructions to the trustee under the related
Class “A” Mortgage or any other transfer agent thereunder.
  Section 7.05 Voting of Pledged
Bonds .
  The
Trustee shall, as the holder of Pledged Bonds Outstanding under each
Class “A” Mortgage, attend such meeting or meetings of bondholders under
such Class “A” Mortgage, or at its option, deliver its proxy in connection
therewith, as relate to matters with respect to which it is entitled to vote or
consent.  So long as no Event of Default hereunder shall have occurred
and be continuing, either at any such meeting or meetings, or otherwise when the
consent of the holders of the Class “A” Bonds Outstanding under any
Class “A” Mortgage
   73
  is
sought without a meeting, the Trustee shall vote as holder of such Pledged
Bonds, or shall consent with respect thereto, as follows:
  (a) at any time when the
Pledged Bonds Outstanding constitute less than a majority in aggregate principal
amount of the Class “A” Bonds then Outstanding under such Class “A”
Mortgage, the Trustee shall vote all Pledged Bonds Outstanding under such
Class “A” Mortgage then held by it, or consent with respect thereto,
proportionately with what the Trustee reasonably believes will be the vote or
consent of the holders of all other Class “A” Bonds Outstanding under such
Class “A” Mortgage the holders of which are eligible to vote or consent;
provided, however, that the
Trustee shall not so vote in favor of, or so consent to, any amendment or
modification of a Class “A” Mortgage which, if it were an amendment or
modification of this Indenture, would require the consent of Holders, without
the prior consent, obtained in the manner prescribed in Section 14.02, of
Holders of Bonds which would be required under said Section 14.02 for such
an amendment or modification of this Indenture; and
  (b) at any time when the
Pledged Bonds Outstanding constitute at least a majority in aggregate principal
amount of the Class “A” Bonds then Outstanding under such Class “A”
Mortgage, the Trustee shall vote all Pledged Bonds Outstanding under such
Class “A” Mortgage then held by it, or consent with respect thereto, in
accordance with the written direction of the Company evidenced by an Officer’s
Certificate or, in the absence of any such direction, proportionately with what
the Trustee reasonably believes will be the vote or consent of the holders of
all other Class “A” Bonds Outstanding under such Class “A” Mortgage
the holders of which are eligible to vote or consent; provided, however, that the
Trustee shall not so vote in favor of, or so consent to, any amendment or
modification of a Class “A” Mortgage which, if it were an amendment or
modification of this Indenture, would require the consent of Holders, without
the prior consent, obtained in the manner prescribed in Section 14.02, of
Holders of Bonds which would be required under said Section 14.02 for such
an amendment or modification of this Indenture.
  Section 7.06 Designation of
Class “A” Mortgages .
  (a) In the event that,
after the date of execution and delivery of this Indenture, a corporation which
was the mortgagor under a mortgage or deed of trust or similar indenture
qualified under the Trust Indenture Act is merged into or consolidated with the
Company, such mortgage, deed of trust or similar indenture may be designated a
Class “A” Mortgage upon delivery to the Trustee of the
following:
  (i) a Company Order
authorizing the designation of such mortgage, deed of trust or similar indenture
as a Class “A” Mortgage;
  (ii) an Officer’s
Certificate (A) stating that no event has occurred and is continuing which
entitles the trustee under such mortgage, deed of trust or similar indenture to
accelerate the maturity of the obligations outstanding thereunder,
(B) reciting the aggregate principal amount of obligations theretofore
issued under such mortgage, deed of trust or similar indenture and the aggregate
principal amount of obligations then outstanding thereunder, and
(C) either (x) stating that all obligations outstanding under such
mortgage, deed of trust or
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  similar indenture
that were issued on the basis of property additions were issued in principal
amounts that did not exceed 75% of the cost or Fair Value of such property
additions to the issuer thereof (whichever was less), or (y) in the event
that the foregoing clause (x) is not the case, stating that the Company has
irrevocably waived its right to the authentication and delivery of further
obligations under such mortgage, deed of trust or similar indenture in a
principal amount equal to the excess of the aggregate dollar amount of property
additions certified to the trustee under such mortgage, deed of trust or similar
indenture as the basis for all obligations outstanding thereunder that were
issued on the basis of property additions (and outstanding obligations issued on
the basis of retirements of obligations issued on the basis of property
additions) over 20/15ths of the aggregate principal amount of all such
outstanding obligations; and
  (iii) an Opinion of
Counsel to the effect that (A) the corporation that was the mortgagor under
such mortgage, deed of trust or similar indenture has been duly and lawfully
merged into or consolidated with the Company; (B) such mortgage, deed of
trust or similar indenture is qualified under the Trust Indenture Act;
(C) the Company has duly assumed and agreed to perform and pay the
obligations of the mortgagor under such mortgage, deed of trust or similar
indenture; (D) such mortgage, deed of trust or similar indenture
constitutes a Lien upon the property described therein prior to the Lien of this
Indenture; (E) the Lien of this Indenture constitutes a Lien on the
property described in such mortgage, deed of trust or similar indenture of the
character described in Granting Clause First, and in any subsequent generic
grant of unspecified property as contemplated in Granting Clause Third,
acquired by the Company from such corporation by virtue of such merger or
consolidation, subject to no Lien thereon prior to the Lien of this Indenture
except the Lien of such mortgage, deed of trust or similar indenture, Permitted
Liens and Liens of the character permitted to exist or to be hereafter created
under Section 6.06; (F) the terms of such mortgage, deed of trust or
similar indenture, as then in effect do not permit the further issuance of
obligations thereunder except on the basis of cash, property additions of a
character substantially similar to Property Additions or the retirement of
outstanding obligations; (G) the terms of such mortgage, deed of trust or
similar indenture, as then in effect and taking into account any waiver
contemplated by clause (y) of subclause (C) of clause (ii) above,
do not permit the further issuance of obligations thereunder upon the basis of
property additions in a principal amount exceeding 75% of the cost or the Fair
Value thereof to the issuer thereof (whichever shall be less); and (H) the
indenture supplemental hereto referred to in subsection (b) of this
Section complies with the requirements of clauses (i) and (ii) of said
subsection (b).
  (b) At such time as the
Company and the Trustee have executed, and the Company has caused to be
recorded:
  (i) an indenture
supplemental hereto (A) in which such mortgage, deed of trust or similar
indenture has been designated as a Class “A” Mortgage, and (B) by
which the Company has specifically imposed the Lien of this
   75
  Indenture upon
properties of the character described in Granting Clause First, and in any
subsequent generic grant of unspecified property as contemplated in Granting
Clause Third, acquired by the Company from such corporation by virtue of
the merger or consolidation (and later improvements, extensions and additions
thereto and renewals and replacements thereof); and
  (ii) an indenture
supplemental to such mortgage, deed of trust or similar indenture by which such
mortgage, deed of trust or similar indenture has been amended to provide that a
Matured Event of Default thereunder shall include an Event of Default hereunder
or a Matured Event of Default under any other Class “A” Mortgage; provided, however, that the
waiver or cure of such Event of Default or Matured Event of Default and the
rescission and annulment of the consequences thereof shall constitute a waiver
of the corresponding Matured Event of Default under such mortgage, deed of trust
or similar indenture and a rescission and annulment of the consequences
thereof;
  then such mortgage,
deed of trust or similar indenture and all obligations issued and outstanding
thereunder shall for all purposes hereof be treated as a Class “A” Mortgage
and as Class “A” Bonds, respectively, to the full and same extent as if
specifically identified in Article I.
  Section 7.07 Discharge of Class “A”
Mortgages .
  (a) The Trustee shall
surrender for cancellation to the trustee under any Class “A” Mortgage all
Pledged Bonds then held by the Trustee issued under such Class “A” Mortgage
upon receipt by the Trustee of
  (i) a Company Order
requesting such surrender for cancellation of such Pledged Bonds;
  (ii) an Officer’s
Certificate to the effect that no Class “A” Bonds are Outstanding under
such Class “A” Mortgage (other than Pledged Bonds) and that promptly upon
such surrender such Class “A” Mortgage will be satisfied and discharged
pursuant to the terms thereof;
  (iii) an Engineer’s
Certificate:
  (A) describing in
reasonable detail all property constituting Property Additions designated by the
Company, in its discretion, to be deemed, on and after the date of such
surrender for cancellation and for all purposes of this Indenture, to have been
made the basis of the authentication and delivery of all Bonds then Outstanding
which shall have been authenticated and delivered under Section 4.02 on the
basis of Pledged Bonds authenticated and delivered under such Class “A”
Mortgage, such Property Additions to have, in the aggregate, a Cost (or as to
Property Additions of which the Fair Value to the Company specified pursuant to
subclause (H) or clause (iv) below is less than the Cost thereof,
   76
  then such Fair Value
in lieu of Cost) not less than 20/15ths of the aggregate principal amount of
such Bonds;
  (B) stating that all
such property constitutes Property Additions;
  (C) stating that such
Property Additions are desirable for use in the proper conduct of the business
of the Company;
  (D) stating that such
Property Additions, to the extent of the Cost (or as to Property Additions of
which the Fair Value to the Company specified pursuant to subclause (H) or
clause (iv) below is less than the Cost thereof, then such Fair Value in
lieu of Cost) to the Company to be deemed to have been made the basis of the
authentication and delivery of such Bonds, will no longer constitute Bonded
Property Additions (other than pursuant to clause (vi) of the definition of
“Bonded”) upon the discharge of the Class “A” Mortgage pursuant to which
such Pledged Bonds were issued;
  (E) stating, except as
to Property Additions acquired, made or constructed wholly through the delivery
of securities or other property or the incurrence of other obligations, that the
amount of cash forming all or part of the Cost thereof was equal to or more than
an amount to be stated therein;
  (F) briefly describing,
with respect to any Property Additions acquired, made or constructed in whole or
in part through the delivery of securities or other property or other property
or the incurrence of other obligations, the securities or other property so
delivered or other obligations so incurred and stating the date of such delivery
or incurrence;
  (G) stating what part,
if any, of such Property Additions included property which within six months
prior to the date of acquisition thereof by the Company had been used or
operated by a Person or Persons other than the Company in a business similar to
that in which it has been or is to be used or operated by the Company and
stating whether or not, in the judgment of the signers, the Fair Value thereof
to the Company, as of the date of such certificate, is less than $25,000 and
whether or not the fair value thereof to the Company, as of such date, is less
than 1% of the sum of (x) the aggregate principal amount of Bonds then
Outstanding, and (y) the aggregate principal amount of Class “A” Bonds
then Outstanding (other than Pledged Bonds);
  (H) stating, in the
judgment of the signers, the Fair Value to the Company, as of the date of such
certificate, of such Property Additions, except any thereof with respect to the
Fair Value to the Company of which a statement is to be made in an Independent
Engineer’s Certificate as
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  provided for in
clause (iv) below; provided, however, that if any
such Property Additions shall have theretofore been certified to the trustee
under such Class “A” Mortgage as the basis for the authentication and
delivery of Class “A” Bonds:
  (x)           which
are Pledged Bonds as of the date of such certificate; or
  (y)           the
retirement of which shall have theretofore been made the basis (whether directly
or indirectly when considered in light of the issuance and retirement of
successive issues of Class “A” Bonds) of the authentication and delivery of
Pledged Bonds then held by the Trustee;
  then there may be
stated, in lieu of the Fair Value of such Property Additions as of the date of
such certificate, the Fair Value thereof as so certified to the trustee under
such Class “A” Mortgage; and
  (I) stating that the
Liens, if any, of the character described (1) in clause (e) of the
definition of “Permitted Liens” to which any property included in such Property
Additions is subject do not, in the judgment of the signers, materially impair
the use by the Company of the Mortgaged Property considered as a whole;
(2) in clause (h)(ii) of the definition of “Permitted Liens” to which
any property included in such Property Additions is subject do not, in the
judgment of the signers, materially impair the use by the Company of such
property for the purposes for which it is held by the Company; (3) in
clause (n)(ii) of the definition of “Permitted Liens” to which any property
included in such Property Additions is subject would not, if enforced, in the
judgment of the signers, adversely affect the interests of the Company in such
property in any material respect;
  (iv) in case any Property
Additions are shown by the Engineer’s Certificate provided for in
clause (iii) above to include property which, within six months prior to
the date of acquisition thereof by the Company, had been used or operated by a
Person or Persons other than the Company in a business similar to that in which
it has been or is to be used or operated by the Company and such certificate
does not show the Fair Value thereof to the Company, as of the date of such
certificate, to be less than $25,000 or less than 1% of the sum of (x) the
aggregate principal amount of Bonds then Outstanding, and (y) the aggregate
principal amount of Class “A” Bonds then Outstanding (other than Pledged
Bonds), an Independent Engineer’s Certificate stating, in the judgment of the
signer, the Fair Value to the Company, as of the date of such Independent
Engineer’s Certificate, of (A) such Property Additions which have been so
used or operated and (at the option of the Company) as to any other Property
Additions included in the Engineer’s Certificate provided for in
clause (iii) above, and (B) any property so used or operated which has
been subjected to the Lien of this
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  Indenture since the
commencement of the then current calendar year as the basis for the
authentication and delivery of Bonds and as to which an Independent Engineer’s
Certificate has not previously been furnished to the Trustee;
  (v) in case any Property
Additions are shown by the Engineer’s Certificate provided for in
clause (iii) above to have been acquired, made or constructed in whole or
in part through the delivery of securities or other property, a written
appraisal of an Engineer or Appraiser stating, in the judgment of such Engineer
or Appraiser, the Fair Value in cash of such securities or other property at the
time of delivery thereof in payment for or for the acquisition of such Property
Additions;
  (vi) an Opinion of
Counsel to the effect:
  (A) that (except as to
paving, grading and other improvements to, under or upon highways, bridges,
parks or other public property of analogous character) this Indenture is, or
upon (x) the delivery of, or the filing or recording in the proper places
and manner of, the instruments of conveyance, assignment or transfer, if any,
specified in said opinion, or (y) the satisfaction and discharge of the
Class “A” Mortgage to be satisfied and discharged pursuant to this Section,
will be, a Lien on all the Property Additions to be deemed to have been made the
basis of the authentication and delivery of Bonds then Outstanding which shall
have been authenticated and delivered under Section 4.02 on the basis of
Pledged Bonds authenticated and delivered under such Class “A” Mortgage,
subject to no Lien thereon prior to the Lien of this Indenture except Permitted
Liens; and
  (B) that the Company has
corporate authority to operate the Property Additions with respect to which such
application is made;
  (vii) an Opinion of
Counsel to the effect that upon satisfaction and discharge of such
Class “A” Mortgage the Lien of this Indenture on the property formerly
subject to the lien of such Class “A” Mortgage, to the extent the same is
part of the Mortgaged Property, will be subject to no Lien prior to the Lien of
this Indenture except Permitted Liens and Liens of the character permitted to
exist or to be hereafter created under Section 6.06; and
  (viii) copies of the
instruments of conveyance, assignment and transfer, if any, specified in the
Opinion of Counsel provided for in clause (vi) above.
  (b) The amount of the
Cost of any Property Additions and the Fair Value thereof to the Company and the
fair market value in cash of any securities or other property so delivered in
payment therefor or for the acquisition thereof shall be determined for the
purposes of this Section by the appropriate certificate provided for in
this Section.
    79
  ARTICLE
VIII
 
  POSSESSION, USE AND RELEASE
OF MORTGAGED PROPERTY
  Section 8.01 Quiet
Enjoyment .
  Unless one or more
Events of Default shall have occurred and be continuing, the Company shall be
permitted to possess, use and enjoy the Mortgaged Property (except such cash as
is expressly required to be deposited with the Trustee and except, to the extent
not otherwise provided herein, such securities as are expressly required to be
deposited with the Trustee).
  Section 8.02 Dispositions without
Release
  .
  Unless an Event of
Default shall have occurred and be continuing, the Company may at any time and
from time to time, without any release or consent by, or report to, the
Trustee:
  (a) sell or otherwise
dispose of, free from the Lien of this Indenture, or abandon or otherwise
retire, any machinery, apparatus, equipment, frames, towers, poles, wire, pipe,
cable, conduit, mains, tubes, drains, valves, tools, or implements, or any other
fixture or personality, then subject to the Lien hereof, which shall have become
inadequate, obsolete, worn out, unfit, or unserviceable or, provided that (at the
time of any sale or disposal) the bonding test ratio specified in
Section 8.03 is satisfied, shall have become undesirable or unnecessary for
use in the Primary Purposes of the Company’s Business;
  (b) cancel or make
changes in or alterations of or substitutions for any and all
leases;
  (c) alter, change the
location of, add to, repair and replace any and all transmission and
distribution lines, pipes, substations, machinery, fixtures and other
equipment;
  (d) cancel, make changes
in or substitutions for or dispose of any and all rights of way (including
easements and licenses);
  (e) surrender or assent
to the modification of any franchise (including in that term any ordinances,
indeterminate permits, licenses or other operating rights, however denominated,
granted by federal, state, municipal or other governmental authority) under
which the Company may be operating if, in the judgment of the Company, it is
advisable to do so;
  (f) abandon, or permit
the abandonment of, the operation of any Mortgaged Property and surrender any
franchise (as defined in Section 8.02(e)) under which such Mortgaged
Property is operated, if, in the judgment of the Company, the operation of such
Mortgaged Property and such franchise is not, under the circumstances, necessary
or important for the operation of the remaining Mortgaged Property, or whenever
the Company deems such abandonment or surrender to be advisable for any reason;
provided, however, that if the
amount at which such Mortgaged Property and all other Mortgaged Property so
abandoned or surrendered during the same calendar year was originally charged to
the fixed property accounts of the Company is equal to 10% or more of the sum of
(x) the aggregate principal amount of
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  Bonds then
Outstanding and (y) the aggregate principal amount of Class “A” Bonds then
Outstanding (other than Pledged Bonds) immediately prior to such abandonment or
surrender, there shall be furnished to the Trustee an Independent Engineer’s
Certificate to the effect that neither such Mortgaged Property nor such
franchise is, under the circumstances, necessary or important for the operation
of the remaining property of the Company or that such abandonment or surrender
is advisable for some other specified reason, and in either case that such
abandonment or surrender will not impair the security under this Indenture in
contravention of the provisions hereof; and
  (g) grant, free from the
Lien of this Indenture, easements, ground leases or rights of way in, upon, over
or across the property or rights of way of the Company for the purpose of roads,
pipe lines, transmission lines, distribution lines, communication lines,
railways, removal of coal or other minerals or timber, and other like purposes,
or for the joint or common use of real property, rights of way, facilities or
equipment; provided, however, that such
grant shall not materially impair the use of the property or rights of way for
the purposes for which such property or rights of way are held by the
Company.
  Section 8.03 Release of Mortgaged
Property if Bonding Ratio Test Satisfied .
  Unless an Event of
Default shall have occurred and be continuing, upon receipt of a Company Order
requesting the release of Mortgaged Property pursuant to this Section 8.03,
the Trustee shall execute and deliver to the Company the documents and
instruments described in Section 8.03(a), releasing from the Lien of this
Indenture any Mortgaged Property if the Fair Value, after, in this case,
deducting the principal amount of indebtedness secured by any Prior Liens
thereon other than the Liens under any Class “A” Mortgage and other Permitted
Liens (except for Permitted Liens, up to the Fair Value to the Company of the
Mortgaged Property subject to the Permitted Lien, described in clause (g)
of the definition thereof), of all of the Mortgaged Property (excluding the
Mortgaged Property to be released but including any Property Additions to be
acquired by the Company with the proceeds of, or otherwise in connection with,
such release) stated on the Engineer’s Certificates delivered pursuant to
Section 8.03(b) and Section 8.03(c), equals or exceeds an amount equal
to 20/15ths of the sum of (x) the aggregate principal amount of Bonds
Outstanding and (y) the aggregate principal amount of Class “A” Bonds
Outstanding (other than Pledged Bonds) at the date of such Company Order as
stated on the Officer’s Certificate delivered pursuant to Section 8.03(d),
upon receipt by the Trustee of:
  (a) documents and
instruments releasing without recourse the interest of the Trustee in the
Mortgaged Property to be released, and describing in reasonable detail the
Mortgaged Property to be released;
  (b) an Engineer’s
Certificate, dated the date of such Company Order, stating (i) that the
signers of such Engineer’s Certificate have examined the Officer’s Certificate
delivered pursuant to Section 8.03(d) in connection with such release,
(ii) the Fair Value, after, in this case, deducting the principal amount of
indebtedness secured by any Prior Liens thereon other than Permitted Liens
(except for Permitted Liens, up to the Fair Value to the Company of the
Mortgaged Property subject to the Permitted Lien, described in clause (g)
of the definition thereof), in the opinion of the signers of such Engineer’s
Certificate, of (A) all of the Mortgaged
   81
  Property, and (B)
the Mortgaged Property to be released, in each case, as of a date not more than
ninety (90) days prior to the date of such Company Order, and
(iii) that in the judgment of such signers, such release (A) will not
materially adversely affect the Primary Purposes of the Company’s Business, and
(B) will not impair the security under this Indenture in contravention of
the provisions hereof;
  (c) in case any Property
Additions are being acquired by the Company with the proceeds of, or otherwise
in connection with, such release, an Engineer’s Certificate, dated the date of
such Company Order, as to the Fair Value, as of a date not more than ninety
(90) days prior to the date of such Company Order, of the Property
Additions being so acquired (and if within six months prior to the date of
acquisition by the Company of the Property Additions being so acquired, any
property included within such Property Additions had been used or operated by a
Person or Persons other than the Company in a business similar to that in which
it has been or is to be used or operated by the Company, and the Fair Value
thereof to the Company, as set forth in such Engineer’s Certificate, is not less
than $25,000 and not less than 1% of the sum of (i) the aggregate principal
amount of Bonds then Outstanding, and (ii) the aggregate principal amount
of Class “A” Bonds then Outstanding (other than Pledged Bonds), such
certificate shall be an Independent Engineer’s Certificate); and
  (d) an Officer’s
Certificate, dated the date of such Company Order, stating (i) the sum of
(x) the aggregate principal amount of Bonds Outstanding and (y) the aggregate
principal amount of Class “A” Bonds Outstanding (other than Pledged Bonds)
at the date of such Company Order, and stating that the Fair Value, after, in
this case, deducting the principal amount of indebtedness secured by any Prior
Liens thereon other than the Liens under any Class “A” Mortgage and other
Permitted Liens (except for Permitted Liens, up to the Fair Value to the Company
of the Mortgaged Property subject to the Permitted Lien, described in
clause (g) of the definition thereof), of all of the Mortgaged Property
(excluding the Mortgaged Property to be released but including any Property
Additions to be acquired by the Company with the proceeds of, or otherwise in
connection with, such release) stated on the Engineer’s Certificate filed
pursuant to Section 8.03(b) equals or exceeds an amount equal to 20/15ths
of such aggregate principal amount, and (ii) that, to the knowledge of the
signer, no Event of Default has occurred and is continuing.
  Section 8.04 Release of Limited Amount of
Mortgaged Property .
  If
the Company is unable, or elects not, to obtain, in accordance with
Section 8.03, the release from the Lien of this Indenture of Mortgaged
Property, unless an Event of Default shall have occurred and be continuing, upon
receipt of a Company Order requesting the release of Mortgaged Property pursuant
to this Section 8.04, the Trustee shall execute and deliver to the Company
the documents and instruments described in Section 8.04(a) releasing from
the Lien of this Indenture any Mortgaged Property if the Fair Value thereof, as
stated on the Engineer’s Certificate delivered pursuant to Section 8.04(b),
is less than 1% of the aggregate principal amount of Bonds Outstanding and
Class “A” Bonds Outstanding (other than Pledged Bonds) at the date of such
Company Order, provided that the
aggregate Fair Value of all Mortgaged Property released pursuant to this
Section 8.04, as stated on all Engineer’s Certificates filed pursuant to
this Section 8.04(b) in any period of 12 consecutive calendar months which
includes the date of such Engineer’s Certificate, shall not exceed the greater
of (x)
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  $30,000,000 and (y)
3% of the sum of (A) the aggregate principal amount of Bonds then Outstanding
and (B) the aggregate principal amount of Class “A” Bonds then Outstanding
(other than Pledged Bonds) at the date of such Company Order as stated on the
Officer’s Certificate delivered pursuant to Section 8.04(c), upon receipt
by the Trustee of:
  (a) documents and
instruments releasing without recourse the interest of the Trustee in the
Mortgaged Property to be released, and describing in reasonable detail the
Mortgaged Property to be released;
  (b) an Engineer’s
Certificate, dated the date of such Company Order, stating (i) that the
signer of such Engineer’s Certificate has examined the Officer’s Certificate
delivered pursuant to Section 8.04(c) in connection with such release,
(ii) the Fair Value, in the opinion of the signers of such Engineer’s
Certificate, of such Mortgaged Property to be released as of a date not more
than ninety (90) days prior to the date of such Company Order, and
(iii) that in the judgment of such signers, such release will not impair
the security under this Indenture in contravention of the provisions hereof;
and
  (c) an Officer’s
Certificate, dated the date of such Company Order, stating (i) the
aggregate principal amount of Bonds Outstanding and Class “A” Bonds
Outstanding (other than Pledged Bonds) at the date of such Company Order,
(ii) that 1% of such aggregate principal amount exceeds the Fair Value of
the Mortgaged Property for which such release is applied for, (iii) that 3%
of such aggregate principal amount exceeds the aggregate Fair Value of all
Mortgaged Property released from the Lien of this Indenture pursuant to this
Section 8.04, as shown by all Engineer’s Certificates filed pursuant to
Section 8.04(b) in such period of 12 consecutive calendar months, and
(iv) that, to the knowledge of the signer, no Event of Default has occurred
and is continuing.
  Section 8.05 Release of Mortgaged
Property Not Subject to a Class “A” Mortgage .
  (a) If the Company is
unable, or elects not, to obtain, in accordance with Section 8.03, the
release from the Lien of this Indenture of Mortgaged Property which is not
subject to a Class “A” Mortgage, unless an Event of Default shall have
occurred and be continuing, on the basis of cash, Government Obligations,
obligations securing Purchase Money Liens, Property Additions acquired by the
Company with the proceeds of, or otherwise in connection with, such release, or
the waiver of the right to the authentication and delivery of Bonds as described
in subclause (B) of clause (iii) of this Section 8.05(a), or a
combination thereof, upon receipt of a Company Order requesting the release of
Mortgaged Property pursuant to this Section 8.05, the Trustee shall execute
and deliver to the Company the documents and instruments described in
Section 8.05(a)(i) releasing such Mortgaged Property from the Lien of this
Indenture, upon receipt by the Trustee of:
  (i) appropriate
documents and instruments releasing without recourse the interest of the Trustee
in the Mortgaged Property to be released, describing in reasonable detail the
Mortgaged Property to be released and stating the amount and character of the
proceeds to be received by the Company therefor;
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  (ii) an Engineer’s
Certificate, dated the date of such Company Order, stating (A) that the
signers of such Engineer’s Certificate have examined the Officer’s Certificate,
if any, delivered pursuant to clause (iii) of this Section 8.05(a) in
connection with such release, (B) the Fair Value, in the opinion of the
signers of such Engineer’s Certificate, of the Mortgaged Property to be released
as of a date not more than ninety (90) days prior to the date of such
Company Order, (C) the fair market value in cash, in the opinion of such
signers (which opinion may be based on an Appraiser’s Certificate), of any
Government Obligations and obligations securing Purchase Money Liens included in
the consideration for such release, and (D) that in the judgment of such
signers, such release will not impair the security under this Indenture in
contravention of the provisions hereof;
  (iii) (A) an
aggregate amount of Government Obligations and obligations securing Purchase
Money Liens having a fair market value in cash as evidenced by an Appraiser’s
Certificate, cash and evidence of the acquisition by the Company of Property
Additions with the proceeds of, or otherwise in connection with, such release
(the amount of such Property Additions shall be the Fair Value thereof to the
Company as of a date not more than ninety (90) days prior to the date of
such Company Order, as evidenced to the Trustee by an Engineer’s Certificate
dated the date of such Company Order, and if within six months prior to the date
of acquisition by the Company of the Property Additions being so acquired, any
property included within such Property Additions had been used or operated by a
Person or Persons other than the Company in a business similar to that in which
it has been or is to be used or operated by the Company, and the Fair Value
thereof to the Company, as set forth in such Engineer’s Certificate, is not less
than $25,000 and not less than 1% of the sum of (i) the aggregate principal
amount of Bonds then Outstanding and (ii) the aggregate principal amount of
Class “A” Bonds then Outstanding (other than Pledged Bonds), such
certificate shall be an Independent Engineer’s Certificate), not less than the
Fair Value of the Mortgaged Property to be released, or (B) an Officer’s
Certificate, dated the date of such Company Order, waiving the right of the
Company to the authentication and delivery of an aggregate principal amount of
Bonds 20/15ths of which is the amount required by subclause (A) of
clause (iii) of this Section 8.05(a), on the basis of Class “A”
Bonds under Section 4.02 or on the basis of Retired Bonds under
Section 4.04, and stating the matters required to be stated in the
Officer’s Certificates provided for in clause (vi) of Section 4.01(a)
and in clause (iv) of Section 4.02(b) or clause (ii) of
Section 4.04(b), as the case may be, in either case appropriately modified
to reflect that the action being taken is the waiver of the right to, rather
than a request for, the authentication and delivery of Bonds, or (C) a
combination of the items specified in subclauses (A) and (B) of
clause (iii) of this Section 8.05(a);
  (iv) in case any
obligations secured by a Purchase Money Lien upon the Mortgaged Property to be
released are included in the consideration for such release and are delivered to
the Trustee in connection with such release, an Opinion of Counsel, dated the
date of the Company Order, stating that, in the
   84
  opinion of the
signer, such obligations are valid obligations enforceable in accordance with
their terms, subject to the Customary Exceptions, and that the Purchase Money
Lien securing the same is sufficient to afford a valid Purchase Money Lien upon
the property to be released subject to no Lien prior thereto except Permitted
Liens and such Liens, if any, as shall have existed thereon just prior to such
release as Liens prior to the Lien of this Indenture; and
  (v) an Officer’s
Certificate, dated the date of such Company Order, stating that, to the
knowledge of the signer, no Event of Default has occurred and is
continuing.
  (b) Any obligation
securing a Purchase Money Lien received or to be received by the Trustee under
this Indenture in consideration for the release of any Mortgaged Property from
the Lien of this Indenture by the Trustee, and the Purchase Money Lien securing
such obligations, shall be released by the Trustee from the Lien of this
Indenture and delivered or assigned to the Company, or as it shall request, upon
payment by the Company to the Trustee of the unpaid principal of such Purchase
Money Lien or of the obligations thereby secured; the principal of any such
obligations securing a Purchase Money Lien not so released shall be paid to or
collected by the Trustee as and when such principal shall become payable, and
the Trustee may take any action which in its judgment may be desirable or
necessary to preserve the security of such Purchase Money Lien.
  (c)  Any cash deposited
with the Trustee under this Section 8.05 may thereafter be withdrawn, used
or applied in the manner, to the extent and for the purposes, and subject to the
conditions, provided in Section 8.06.
  Section 8.06 Withdrawal or Other
Application of Funded Cash .
  (a) Subject to the
provisions of Section 4.05 and Section 6.07 and except as hereafter in
this Section provided, unless an Event of Default shall have occurred and be
continuing, any Funded Cash held by the Trustee, and any other cash which is
required to be withdrawn, used or applied as provided in this
Section:
  (i) may be withdrawn
from time to time by the Company to the extent of the Cost or the Fair Value to
the Company (whichever is less) of Unbonded Property Additions, after making any
deductions pursuant to Section 1.04(b), described in an Engineer’s
Certificate, dated not more than ninety (90) days prior to the date of the
Company Order requesting such withdrawal and complying with clause (ii) of
Section 4.03(b), delivered to the Trustee; provided, however, that the
deductions contemplated by Section 1.04(b) shall not be required to be made
if such Property Additions were acquired, made or constructed on or after the
ninetieth (90th) day preceding the date of such Company Order;
  (ii) may be withdrawn
from time to time by the Company on the basis of Bonds the authentication and
delivery of which the Company shall be entitled under the provisions of
Section 4.04, by virtue of compliance with all applicable provisions of
Section 4.04 (except as hereinafter in this Section otherwise
   85
  provided)
(A) in the case of cash deposited with the Trustee under Section 4.05
or Section 7.02(a), in an amount equal to the aggregate principal amount of
such Bonds and (B) in the case of all other Funded Cash and any other cash,
in an amount equal to 20/15ths of such aggregate principal amount; provided, however, that such
withdrawal of cash shall operate as a waiver by the Company of the
authentication and delivery of such Bonds and, to such extent no such Bonds may
thereafter be authenticated and delivered hereunder; and any such Bonds which
were the basis of such right to the authentication and delivery of Bonds so
waived shall be deemed to have been made the basis of such withdrawal of
cash;
  (iii) may be withdrawn
from time to time by the Company in an amount equal to 20/15ths of the aggregate
principal amount of any Outstanding Bonds delivered to the Trustee;
  (iv) may, upon the
request to the Company, be used by the Trustee for the purchase of Bonds in the
manner, at the time or times, in the amount or amounts, at the price or prices
(not exceeding 20/15ths of the principal amount thereof) and otherwise as
directed or approved by the Company; or
  (v) may, upon the
request of the Company, be applied by the Trustee to the payment at Stated
Maturity of any Bonds or to the redemption of any Bonds which are, by their
terms, redeemable, in each case of such series as may be designated by the
Company, any such redemption to be in the manner and as provided in
Article V.
  (b) Such moneys shall,
from time to time, be paid or used or applied by the Trustee, as aforesaid, upon
the request of the Company in a Company Order, and upon receipt by the Trustee
of an Officer’s Certificate stating that no Event of Default has occurred and is
continuing.  If and to the extent that the withdrawal of cash is based
upon Unbonded Property Additions (as permitted under the provisions of
clause (i) of Section 8.06(a)), the Company shall, subject to the
provisions of said clause (i) and except as hereafter in this
subsection provided, comply with all applicable provisions of this
Indenture as if such Property Additions were made the basis for the
authentication and delivery of Bonds equal in principal amount to 75% of the
cash to be withdrawn.  If and to extent that the withdrawal of cash is
based upon the right to the authentication and delivery of Bonds (as permitted
under the provisions of clause (ii) of Section 8.06(a)), the Company
shall, except as hereafter in this subsection (b) provided, comply with all
applicable provisions of Section 4.04 relating to such authentication and
delivery.  Notwithstanding the foregoing provisions of this
subsection (b) and of Section 4.04, in no event shall the Company be
required to comply with Section 4.01.
  (c) The principal of and
interest on any obligations secured by a Purchase Money Lien held by the Trustee
shall be collected by the Trustee as and when the same become
payable.  Unless an Event of Default shall have occurred and be
continuing, the interest received by the Trustee on any such obligations shall
be remitted to the Company, and any payments received by the Trustee on account
of the principal of any such obligations in excess of the amount of credit used
by the Company in respect of such obligations upon the release of any property
from the Lien hereof shall be deemed not to constitute Funded Cash and shall
also be
   86
  remitted to the
Company.  The Trustee shall have and may exercise all the rights and
powers of an owner of such obligations and of all substitutions therefor and,
without limiting the generality of the foregoing, may collect and receive all
insurance moneys payable to it under any of the provisions thereof and apply the
same in accordance with the provisions thereof, may consent to extensions
thereof at a higher or lower rate of interest, may join in any plan or plans of
voluntary or involuntary reorganization or readjustment or rearrangement and may
accept and hold hereunder new obligations, stocks or other securities issued in
exchange therefor under any such plan.  Any discretionary action which
the Trustee may be entitled to take in connection with any such obligations or
substitutions therefor shall be taken, so long as no Event of Default shall
exist, in accordance with a Company Order, and, during the existence of an Event
of Default, in its own discretion.
  (d) Any Bonds received
by the Trustee pursuant to the provisions of this Section shall forthwith
be canceled by the Trustee.
  Section 8.07 Release of Property Taken by
Eminent Domain, etc.
  Should any of the
Mortgaged Property, or any interest therein, be taken by exercise of the power
of eminent domain or be sold to an entity possessing the power of eminent domain
under a threat to exercise the same, and should the Company not elect to obtain
the release of such property pursuant to other provisions of this
Article VIII, the Trustee shall, upon request of the Company evidenced by a
Company Order, release from the Lien hereof all its right, title and interest in
and to the property so taken or sold (or with respect to an interest in
property, subordinate the Lien hereof to such interest), upon receiving
(a) an opinion of Counsel to the effect that such property has been taken
by exercise of the power of eminent domain or has been sold to an entity
possessing the power of eminent domain under threat of an exercise of such
power, (b) an Officer’s Certificate stating the amount of net proceeds
received or to be received for such property so taken or sold under threat of
exercise of such power, and the amount so stated shall be deemed to be the Fair
Value of such property for the purpose of any notice to the Holders of Bonds,
and (c) a deposit by the Company of an amount in cash equal to the Cost of
the Mortgaged Property so taken or sold (or, if the Fair Value to the Company of
such property at the time the same became Mortgaged Property was less than the
Cost thereof, then such Fair Value in lieu of Cost); provided, however, that no such
deposit shall be required to be made hereunder if the proceeds of such taking or
sale shall, as indicated in an Officer’s Certificate delivered to the Trustee,
have been deposited with the trustee or other holder of a Class “A”
Mortgage or other Lien prior to the Lien of this Indenture.  Any cash
deposited with the Trustee under this Section may thereafter be withdrawn,
used or applied in the manner, to the extent and for the purposes, and subject
to the conditions, provided in Section 8.06.
  Section 8.08 Alternative Release
Provision .
  In
lieu of the other provisions for the release of the Mortgaged Property provided
in this Indenture, unless an Event of Default shall have occurred and be
continuing, the Company may in the alternative obtain the release of any part of
the Mortgaged Property which is subject to the Lien of a Class “A” Mortgage
(except cash or obligations secured by a Purchase Money Lien) by delivery to the
Trustee of an Officer’s Certificate as to the non-existence of an Event of
Default referred to above, an Engineer’s Certificate as to the Fair Value of the
property to be
   87
  released and a copy
of a release of such part of the Mortgaged Property from the Lien of such
Class “A” Mortgage executed by the trustee thereunder; provided, however, that this
Section shall not apply with respect to any release of Mortgaged Property
from the Lien of any Class “A” Mortgage in connection with the discharge of
such Class “A” Mortgage.
  Section 8.09 Disclaimer or
Quitclaim .
  In
case the Company has sold, exchanged, dedicated or otherwise disposed of, or has
agreed or intends to sell, exchange, dedicate or otherwise dispose of, or a
Governmental Authority has lawfully ordered the Company to divest itself of, any
property of a character excepted from the Lien hereof, or the Company desires to
disclaim or quitclaim title to property to which the Company does not purport to
have title, the Trustee shall, from time to time, execute such instruments of
disclaimer or quitclaim as may be appropriate upon receipt by the Trustee of the
following:
  (a) an Officer’s
Certificate describing in reasonable detail the property to be disclaimed or
quitclaimed; and
  (b) an Opinion of
Counsel stating the signer’s opinion that such property is not subject to the
Lien hereof or required to be subject thereto by any of the provisions hereof
and that the execution of such disclaimer or quitclaim is
appropriate.
  Section 8.10 Miscellaneous .
  (a) If the Mortgaged
Property shall be in the possession of a receiver or trustee, lawfully
appointed, the powers hereinbefore conferred upon the Company with respect to
the release of any part of the Mortgaged Property or any interest therein or the
withdrawal of cash may be exercised, with the approval of the Trustee, by such
receiver or trustee, notwithstanding that an Event of Default may have occurred
and be continuing, and any request, certificate, appointment or approval made or
signed by such receiver or trustee for such purposes shall be as effective as if
made by the Company or any of its officers or appointees in the manner herein
provided; and if the Trustee shall be in possession of the Mortgaged Property
under any provision of this Indenture, then such powers may be exercised by the
Trustee in its discretion notwithstanding that an Event of Default may have
occurred and be continuing.
  (b) If the Company shall
continue to own or otherwise retain any interest in any property released from
the Lien of this Indenture as provided in Section 8.03, 8.04 or 8.05, this
Indenture shall not become or be, or be required to become or be, a Lien upon
such property or any improvement, extension or addition to such property or
renewals, replacements or substitutions of or for any part or parts of such
property unless the Company shall execute and deliver to the Trustee an
indenture supplemental hereto, in recordable form, containing a grant,
conveyance, transfer and mortgage thereof to the Trustee.
  (c) Notwithstanding the
occurrence and continuance of an Event of Default, the Trustee, in its
discretion, may release from the Lien hereof any part of the Mortgaged Property
or permit the withdrawal of cash, upon compliance with the other conditions
specified in this Article in respect thereof.
    88
  (d) No purchaser or
grantee in good faith of property purporting to have been released hereunder
shall be bound to ascertain the authority of the Trustee to execute the release,
or to inquire as to any facts required by the provisions hereof for the exercise
of this authority; nor shall any purchaser or grantee of any property or rights
permitted by this Article to be sold, granted, exchanged, dedicated or
otherwise disposed of, be under obligation to ascertain or inquire into the
authority of the Company to make any such sale, grant, exchange, dedication or
other disposition.
  ARTICLE
IX
 
  SATISFACTION AND
DISCHARGE
  Section 9.01 Satisfaction and Discharge
of Bonds .
  (a) Any Bond or Bonds,
or any portion of the principal amount thereof, shall be deemed to have been
paid for all purposes of this Indenture, and the entire indebtedness of the
Company in respect thereof shall be deemed to have been satisfied and
discharged, if there shall have been irrevocably deposited with the Trustee or
any Paying Agent (other than the Company), in trust for the benefit of the
Holders of the Bonds:
  (i) money (including
Funded Cash not otherwise applied pursuant to Section 8.06) in an amount
which shall be sufficient, or
  (ii) in the case of a
deposit made prior to the Maturity of such Bonds or portions thereof, Eligible
Obligations, which shall not contain provisions permitting the redemption or
other prepayment thereof at the option of the issuer thereof, the principal of
and the interest on which when due, without any regard to reinvestment thereof,
will provide moneys which, together with the money, if any, deposited with or
held by the Trustee or such Paying Agent, shall be sufficient, or
  (iii) a combination of (i)
and (ii) which shall be sufficient,
  to
pay when due the principal of and premium, if any, and interest, if any, due and
to become due on such Bonds or portions thereof; provided, however, that in the
case of the provision for payment or redemption of less than all the Bonds of
any series or Tranche, such Bonds or portions thereof shall have been selected
by the Bond Registrar as provided herein and, in the case of a redemption, the
notice requisite to the validity of such redemption shall have been given or
irrevocable authority shall have been given by the Company to the Trustee and
the Bond Registrar to give such notice, under arrangements satisfactory to the
Trustee; and provided, further, that the
Company shall have delivered to the Trustee and such Paying Agent:
  (x)           if
such deposit shall have been made prior to the Maturity of such Bonds, a Company
Order stating that the money and Eligible Obligations deposited in accordance
with this Section shall be held in trust, as provided in Section 9.03;
and
  (y)           if
Eligible Obligations shall have been deposited, an Opinion of Counsel that the
obligations so deposited constitute Eligible
    89
  Obligations and do
not contain provisions permitting the redemption or other prepayment at the
option of the issuer thereof, and an opinion of an Independent Accountant of
nationally recognized standing, selected by the Company, to the effect that the
other requirements set forth in clause (ii) above have been
satisfied.
  (b) Upon the deposit of
money or Eligible Obligations, or both, in accordance with this Section,
together with the documents required by clauses (x) and (y) of
Section 9.01(a), (i) the Holders of the Bonds or portions thereof in
respect of which such deposit was made shall no longer be entitled to the
benefit of the covenants of the Company under Article VI (except the
covenants contained in Sections 6.01(a), 6.02 and 6.03), and (ii) the
Trustee shall, upon receipt of a Company Request, acknowledge in writing that
such Bonds or portions thereof are deemed to have been paid for all purposes of
this Indenture and that the entire indebtedness of the Company in respect
thereof is deemed to have been satisfied and discharged.
  (c) If payment at Stated
Maturity of less than all of the Bonds of any series, or any Tranche thereof, is
to be provided for in the manner and with the effect provided in this Section,
the Bond Registrar shall select such Bonds, or portions of principal amount
thereof, in the manner specified by Section 5.03 for selection for
redemption of less than all the Bonds of a series or Tranche, unless a different
manner is specified as contemplated by Section 3.01 for Bonds of such
series or Tranche.
  (d) In the event that
Bonds which shall be deemed to have been paid as provided in this
Section do not mature and are not to be redeemed within the sixty
(60) day period commencing with the date of the deposit with the Trustee or
such Paying Agent of moneys or Eligible Obligations as aforesaid, the Company
shall, as promptly as practicable, give a notice, in the same manner as a notice
of redemption with respect to such Bonds, to the Holders of such Bonds to the
effect that such deposit has been made and the effect thereof.
  (e) Notwithstanding the
satisfaction and discharge of any Bonds as aforesaid, the obligations of the
Company and the Trustee in respect of such Bonds under Sections 3.04, 3.05,
3.06, 5.04, 6.02, 6.03, 11.07 and 11.15, Article VII and this
Article IX shall survive.
  (f) The Company shall
pay, and shall indemnify the Trustee and each Holder of Bonds which are deemed
to have been paid as provided in this Section against, any tax, fee or other
charge imposed on or assessed against the Eligible Obligations deposited with
the Trustee or the principal or interest received by the Trustee in respect of
such Eligible Obligations.
  (g) Anything herein to
the contrary notwithstanding, if at any time after a Bond would be deemed to
have been satisfied or discharged pursuant to this Section (without regard
to the provisions of this subsection (g)), the Trustee shall be required to
return the money or Eligible Obligations, or combination thereof, deposited with
it as aforesaid to the Company or its representative under any applicable
federal or state bankruptcy, insolvency or other similar law, the indebtedness
of the Company in respect of such Bond shall thereupon be deemed retroactively
not to have been satisfied and discharged, as aforesaid, and to remain
Outstanding.
    90
  Section 9.02 Satisfaction and Discharge
of Indenture .
  (a) This Indenture shall
upon Company Request cease to be of further effect (except as hereinafter
expressly provided), and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when
  (i) either:
  (A) all Bonds
theretofore authenticated and delivered (other than (1) Bonds which have
been destroyed, lost or wrongfully taken and which have been replaced or paid as
provided in Section 3.06, and (2) Bonds deemed to have been paid in
accordance with Section 9.01) have been delivered to the Trustee for
cancellation; or
  (B) all Bonds not
theretofore delivered to the Trustee for cancellation (other than Bonds
described in clause (1) of subclause (A) above) shall be deemed to
have been paid in accordance with Section 9.01;
  (ii) the Company has paid
or caused to be paid all other sums payable hereunder by the Company;
and
  (iii) the Company has
delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel,
each stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture have been complied
with.
  (b) Notwithstanding the
satisfaction and discharge of this Indenture as aforesaid, the obligations of
the Company and the Trustee under Sections 11.07 and 11.15 and this
Article IX shall survive.
  (c) Upon satisfaction
and discharge of this Indenture as provided in this Section, the Trustee shall
assign, transfer, reconvey and otherwise turn over to the Company the Mortgaged
Property (other than money and Eligible Obligations held by the Trustee pursuant
to Section 9.03) and shall execute and deliver to the Company such deeds
and other instruments as, in the judgment of the Company, shall be necessary,
desirable or appropriate to effect or evidence such assignment, transfer,
reconveyance and turning over and the release and discharge of the Lien of this
Indenture.
  Section 9.03 Application of Trust
Money .
  Neither the Eligible
Obligations nor the money deposited with the Trustee pursuant to
Section 9.01, nor the principal or interest payments on any such Eligible
Obligations, shall be withdrawn or used for any purpose other than, and shall be
held in trust for, the payment of the principal of and premium, if any, and
interest, if any, on the Bonds or portions of principal amount thereof in
respect of which such deposit was made, all subject, however, to the provisions
of Section 6.03; provided, however, that, unless
an Event of Default shall have occurred and be continuing, any cash received
from such principal or interest payments on such
   91
  Eligible Obligations
deposited with the Trustee, if not then needed for such purpose, shall, to the
extent practicable, be invested in Eligible Obligations of the type described in
clause (ii) of Section 9.01(a), and, subject to the rights of the
Trustee under Section 11.07, interest earned from such reinvestment shall
be paid over to the Company as received by the Trustee, free and clear of the
Lien of this Indenture; and provided, however, that unless
an Event of Default shall have occurred and be continuing, any moneys held by
the Trustee in accordance with this Section on the Maturity of all such
Bonds in excess of the amount required to pay the principal of and premium, if
any, and interest, if any, then due on such Bonds, subject to the rights of the
Trustee under Section 11.07, shall be paid over to the Company free and
clear of the Lien of this Indenture.
  ARTICLE
X
 
  EVENTS OF DEFAULT;
REMEDIES
  Section 10.01 Events of
Default
  .
  An
“Event of Default”, wherever used herein with respect to the Bonds, means any
one the following events:
  (a) failure to pay
interest, if any, on any Bond within sixty (60) days after same becomes due
and payable; or
  (b) failure to pay the
principal of or premium, if any, on any Bond within three (3) Business Days
after its Maturity; or
  (c) failure to perform
or breach of any covenant or warranty of the Company in this Indenture (other
than a covenant or warranty a default in the performance of which or breach of
which is elsewhere in this Section specifically dealt with) for a period of
ninety (90) 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 33% in aggregate principal amount of the Bonds then
Outstanding, 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,
unless the Trustee, or the Trustee and the Holders of an aggregate principal
amount of Bonds not less than the aggregate principal amount of Bonds the
Holders of which gave such notice, as the case may be, shall agree in writing to
an extension of such period prior to its expiration, provided, however,  that
the Trustee, or the Trustee and the Holders of such aggregate principal amount
of Bonds, as the case may be, shall be deemed to have agreed to an extension of
such period if corrective action is initiated by the Company within such period
and is being diligently pursued; or
  (d) the entry by a court
having jurisdiction in the premises of (i) a decree or order for relief in
respect of the Company in an involuntary case or proceeding under any applicable
federal or state bankruptcy, insolvency, reorganization or other similar law, or
(ii) a decree or order adjudging the Company a bankrupt or insolvent, or
approving as properly filed a petition by one or more Persons other than the
Company seeking reorganization, arrangement, adjustment or composition of or in
respect of the Company under applicable federal or state law,
  92
  or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official for the Company or for any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and any such decree or
order for relief or any such other decree or order shall have remained unstayed
and in effect for a period of ninety (90) consecutive days; or
  (e)  the commencement by
the Company of a voluntary case or proceeding under any applicable federal or
state bankruptcy, insolvency, reorganization or other similar law or of any
other case or proceeding to be adjudicated a bankrupt or insolvent, or the
consent by it to the entry of a decree or order for relief in respect of the
Company in a case or proceeding under any applicable federal or state
bankruptcy, insolvency, reorganization or other similar law or to the
commencement of any bankruptcy or insolvency case or proceeding against it, or
the filing by it of a petition or answer or consent seeking reorganization or
relief under any applicable federal or state law, or the consent by it to the
filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or 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 authorization of such action by the Board of Directors; or
  (f) the occurrence of a
Matured Event of Default under any Class “A” Mortgage; provided, however, that,
anything in this Indenture to the contrary notwithstanding, the waiver or cure
of such event of default under such Class “A” Mortgage and the rescission
and annulment of the consequences thereof shall constitute a waiver of the
corresponding Event of Default hereunder and a rescission and annulment of the
consequences thereof.
  Section 10.02 Acceleration of Maturity;
Rescission and Annulment .
  (a) If an Event of
Default shall have occurred and be continuing, then in every such case the
Trustee or the Holders of not less than 33% in aggregate principal amount of the
Bonds then Outstanding may declare the principal amount of all of the Bonds (or,
in the case of any Bond of any series the terms of which specify an amount to be
due and payable thereon upon acceleration of the Maturity thereof as
contemplated by Section 3.01, such amount as may be specified by the terms
thereof) to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon receipt by the
Company of notice of such declaration such principal amount (or specified
amount), together with premium, if any, and accrued interest, if any, thereon,
shall become immediately due and payable.
  (b) At any time after
such a declaration of acceleration of the maturity of the Bonds then Outstanding
shall have been made, but before any sale of any of the Mortgaged Property has
been made and before a judgment or decree for payment of the money due shall
have been obtained by the Trustee as provided in this Article, the Event or
Events of Default giving rise to such declaration of acceleration shall, without
further act, be deemed to have been waived, and such declaration and its
consequences shall, without further act, be deemed to have been rescinded and
annulled, if:
  (i) the Company shall
have paid or deposited with the Trustee a sum sufficient to pay
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  (A) all overdue
interest, if any, on all Bonds then Outstanding;
  (B) the principal of and
premium, if any, on any Bonds then Outstanding which have become due otherwise
than by such declaration of acceleration and interest thereon at the rate or
rates prescribed therefor in such Bonds; and
  (C) all amounts due to
the Trustee under Section 11.07; and
  (ii) any other Event or
Events of Default, other than the non-payment of the principal of Bonds which
shall have become due solely by such declaration of acceleration, shall have
been cured or waived as provided in Section 10.17.
  No
such rescission shall affect any subsequent Event of Default or impair any right
consequent thereon.
  Section 10.03 Entry Upon Mortgaged
Property .
  If
an Event of Default shall have occurred and be continuing, the Company, upon
demand of the Trustee and if and to the extent permitted by law, shall forthwith
surrender to the Trustee the actual possession of, and the Trustee, by such
officers or agents as it may appoint, may enter upon, and take possession of,
the Mortgaged Property; and the Trustee may hold, operate and manage the
Mortgaged Property, and in that connection shall have access to the relevant
books and accounts of the Company, and may make all needful repairs and such
renewals, replacements, betterments and improvements as to the Trustee shall
seem prudent; and the Trustee, subject to the rights, if any, of others to
receive collections from former, present or future customers, may receive the
rents, issues, profits, revenues and other income of the Mortgaged Property;
and, after deducting the costs and expenses of entering, taking possession,
holding, operating and managing the Mortgaged Property, as well as payments for
insurance and taxes and other proper charges upon the Mortgaged Property prior
to the Lien of this Indenture and reasonable compensation to itself, its agents
and counsel, the Trustee may apply the same as provided in
Section 10.07.  Whenever all that is then due in respect of the
principal of and premium, if any, and interest, if any, on the Bonds and under
any of the terms of this Indenture shall have been paid and all defaults
hereunder shall have been cured, the Trustee shall surrender possession of the
Mortgaged Property to the Company.
  Section 10.04 Power of Sale; Suits for
Enforcement .
  If
an Event of Default shall have occurred and be continuing, the Trustee, by such
officers or agents as it shall appoint, with or without entry, in its discretion
may, subject to the provisions of Section 10.16 and if and to the extent
permitted by law:
  (a) sell, subject to any
mandatory requirements of applicable law, the Mortgaged Property as an entirety,
or in such parcels as the Holders of a majority in aggregate principal amount of
the Bonds then Outstanding shall in writing request, or in the absence of such
request, as the Trustee may determine, to the highest bidder at public auction
at such place and at such time (which sale may be adjourned by the Trustee from
time to time in its discretion by announcement at the time and place fixed for
such sale, without further notice) and upon such
   94
  terms as the Trustee
may fix and briefly specify in a notice of sale to be published once in each
week for four successive weeks prior to such sale in an Authorized Publication
in each Place of Payment for the Bonds of each series; or
  (b) proceed to protect
and enforce its rights and the rights of the Holders of Bonds under this
Indenture by sale pursuant to judicial proceedings or by a suit, action or
proceeding in equity or at law or otherwise, whether for the specific
performance of any covenant or agreement contained in this Indenture or in aid
of the execution of any power granted in this Indenture or for the foreclosure
of this Indenture or for the enforcement of any other legal, equitable or other
remedy, as the Trustee, being advised by counsel, shall deem most effectual to
protect and enforce any of the rights of the Trustee or the Holders of
Bonds.
  Section 10.05 Incidents of
Sale .
  Upon any sale of any
of the Mortgaged Property, whether made under the power of sale hereby given or
pursuant to judicial proceedings, to the extent permitted by law:
  (a) the principal amount
(or, if any of the Bonds are Discount Bonds, such portion of the principal
amount of such Bonds as may be specified in the terms thereof as contemplated by
Section 3.01) of all Outstanding Bonds, if not previously due, shall at
once become and be immediately due and payable together with premium, if any,
and accrued interest, if any, thereon;
  (b) any Holder or
Holders of Bonds or the Trustee may bid for and purchase the property offered
for sale, and upon compliance with the terms of sale may hold, retain and
possess and dispose of such property, without further accountability, and may,
in paying the purchase money therefor, deliver any Outstanding Bonds or claims
for interest thereon in lieu of cash to the amount which shall, upon
distribution of the net proceeds of such sale, be payable thereon, and such
Bonds, in case the amounts so payable thereon shall be less than the amount due
thereon, shall be returned to the Holders thereof after being appropriately
stamped to show partial payment;
  (c) the Trustee may make
and deliver to the purchaser or purchasers a good and sufficient deed, bill of
sale and instrument of assignment and transfer of the property
sold;
  (d) 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 and transfer of the property so sold; and for that purpose it may
execute all necessary deeds, bills of sale and instruments of assignment and
transfer, and may substitute one or more persons, firms or corporations with
like power, the Company hereby ratifying and confirming all that its said
attorney or such substitute or substitutes shall lawfully do by virtue hereof;
but, 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 and transfer and releases as may be designated in any
such request;
  (e) all right, title,
interest, claim and demand whatsoever, either at law or in equity or otherwise,
of the Company of, in and to the property so sold shall be divested and such
   95
  sale shall be a
perpetual bar both at law and in equity against the Company, its successors and
assigns, and against any and all persons claiming or who may claim the property
sold or any part thereof from, through or under the Company, subject, however,
to the rights, if any, held by others to receive collections from former,
present or future customers; and
  (f) the receipt of the
Trustee or of the officer making such sale shall be a sufficient discharge to
the purchaser or purchasers at such sale for his or her or their purchase money
and such purchaser or purchasers and his or her or their assigns or personal
representatives shall not, after paying such purchase money and receiving such
receipt, be obliged to see to the application of such purchase money, or be in
anywise answerable for any loss, misapplication or non-application
thereof.
  Section 10.06 Collection of Indebtedness
and Suits for Enforcement by Trustee .
  (a) If an Event of
Default described in Section 10.01(a) or 10.01(b) shall have occurred and
be continuing, the Company shall, upon demand of the Trustee, pay to it, for the
benefit of the Holders of the Bonds with respect to which such Event of Default
shall have occurred, the whole amount then due and payable on such Bonds for
principal and premium, if any, and interest, if any, and, in addition thereto,
such further amount as shall be sufficient to cover any amounts due to the
Trustee under Section 11.07.
  (b) If the Company shall
fail to pay such amounts forthwith upon such demand, the Trustee, in its own
name and as trustee of an express trust, may institute a judicial proceeding for
the collection of the sums so due and unpaid, may prosecute such proceeding to
judgment or final decree and may enforce the same against the Company or any
other obligor upon such Bonds and collect the moneys adjudged or decreed to be
payable in the manner provided by law out of the property of the Company or any
other obligor upon such Bonds, wherever situated.
  (c) The Trustee shall,
to the extent permitted by law, be entitled to sue and recover judgment as
aforesaid either before, during or after the pendency of any proceedings for the
enforcement of the Lien of this Indenture, and in case of a sale of the
Mortgaged Property or any part thereof and the application of the proceeds of
sale as aforesaid, the Trustee, in its own name and as trustee of an express
trust, shall be entitled to enforce payment of and to receive, all amounts then
remaining due and unpaid upon the Bonds then Outstanding for principal, premium,
if any, and interest, if any, for the benefit of the Holders thereof, and shall
be entitled to recover judgment for any portion of the same remaining unpaid,
with interest as aforesaid.  No recovery of any such judgment by the
Trustee and no levy of any execution upon any such judgment upon any of the
Mortgaged Property or any other property of the Company shall affect or impair
the Lien of this Indenture upon the Mortgaged Property or any part thereof or
any rights, powers or remedies of the Trustee hereunder, or any rights, powers
or remedies of the Holders of the Bonds.
  Section 10.07 Application of Money
Collected .
  Any
money collected by the Trustee pursuant to this Article, including any rents,
issues, profits, revenues and other income collected pursuant to
Section 10.03 (subject to the
   96
  rights, if any, of
others to receive collections therein referred to and after the deductions
therein provided) and any proceeds of any sale (after deducting the costs and
expenses of such sale, including a reasonable compensation to the Trustee, its
agents and counsel, and any taxes, assessments or liens prior to the Lien of
this Indenture, except any thereof subject to which such sale shall have been
made), whether made under any power of sale herein granted or pursuant to
judicial proceedings, and any other money collected by the Trustee under the
provisions of this Indenture (unless otherwise herein specifically provided
for), together with, in the case of an entry or sale or as otherwise provided
herein, any other sums then held by the Trustee as part of the Mortgaged
Property, shall be applied in the following order, at the date or dates fixed by
the Trustee and, in case of the distribution of such money on account of
principal or premium, if any, or interest, if any, upon presentation of the
Bonds and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:
  FIRST:                    To
the payment of all amounts due the Trustee under
Section 11.07;
  SECOND:              To
the payment of the whole amount then due and unpaid upon the Outstanding Bonds
for principal and premium, if any, and interest, if any, in respect of which or
for the benefit of which such money has been collected; and in case such
proceeds shall be insufficient to pay in full the whole amount so due and unpaid
upon such Bonds, then to the payment of such principal and interest, if any,
without any preference or priority, ratably according to the aggregate amount so
due and unpaid, with any balance then remaining to the payment of premium, if
any, ratably as aforesaid; provided, however, that any
money specifically collected by the Trustee in respect of interest or pursuant
to Section 10.03 shall first be applied to the payment of interest so due;
and
  THIRD:                    To
the payment of the remainder, if any, to the Company or to whomsoever may be
lawfully entitled to receive the same or as a court of competent jurisdiction
may order.
  Section 10.08 Receiver .
  If
an Event of Default shall have occurred and, during the continuance thereof, the
Trustee shall have commenced judicial proceedings to enforce any right under
this Indenture, the Trustee shall, to the extent permitted by law, be entitled,
as against the Company, without notice or demand and without regard to the
adequacy of the security for the Bonds or the solvency of the Company, to the
appointment of a receiver of the Mortgaged Property, and, subject to the rights,
if any, of others to receive collections from former, present or future
customers, of the rents, issues, profits, revenues and other income thereof but,
notwithstanding the appointment of any receiver, the Trustee shall be entitled
to retain possession and control of, and to collect and receive the income from,
cash, securities and other personal property held by, or required to be
deposited or pledged with, the Trustee hereunder.
  Section 10.09 Trustee May File Proofs of
Claim .
  (a) In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Bonds or the
property of the Company or
   97
  of such other
obligor or their creditors, the Trustee (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 or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise:
  (i) to file and prove a
claim for the whole amount of principal, premium, if any, and interest, if any,
owing and unpaid in respect of the Bonds and to file such other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for amounts due to the Trustee under
Section 11.07) and of the Holders allowed in such judicial proceeding;
and
  (ii) to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same;
  and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder 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, to pay to
the Trustee any amounts due it under Section 11.07.
  (b) Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Bonds or the rights of any Holder
thereof or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding; provided, however, that the
Trustee may, on behalf of the Holders, vote for the election of a trustee in
bankruptcy or similar official and be a member of a creditors or other similar
committee.
  Section 10.10 Trustee May Enforce Claims
Without Possession of Bonds .
  All
rights of action and claims under this Indenture or on the Bonds may be
prosecuted and enforced by the Trustee without the possession of any of the
Bonds or the production thereof in any proceeding relating thereto, and any such
proceeding instituted by the Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Holders
in respect of which such judgment has been recovered.
  Section 10.11 Limitation on
Suits .
  No
Holder shall have any right to institute any proceeding, judicial or otherwise,
with respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless:
  (a) such Holder shall
have previously given written notice to the Trustee of a continuing Event of
Default;
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  (b) the Holders of not
less than a majority in aggregate principal amount of the Bonds then Outstanding
shall have made written request to the Trustee to institute proceedings in
respect of such Event of Default in its own name as Trustee
hereunder;
  (c) such Holder or
Holders shall have offered to the Trustee reasonable indemnity against the
costs, expenses and liabilities to be incurred in compliance with such
request;
  (d) the Trustee for
sixty (60) days after its receipt of such notice, request and offer of
indemnity shall have failed to institute any such proceeding; and
  (e) no direction
inconsistent with such written request shall have been given to the Trustee
during such 60-day period by the Holders of a majority in aggregate principal
amount of the Bonds then Outstanding;
  it
being understood and intended that no one or more of such Holders shall have any
right in any manner whatever by virtue of, or by availing of any provision of
this Indenture to affect, disturb or prejudice the rights of any other of such
Holders or to obtain or to seek to obtain priority or preference over any other
of such Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all of such
Holders.
  Section 10.12 Unconditional Right of
Holders to Receive Principal, Premium and Interest .
  Notwithstanding any
other provision in this Indenture, the Holder of any Bond shall have the right,
which is absolute and unconditional, to receive payment of the principal of and
premium if any, and (subject to Section 3.07) interest, if any, on such
Bond on the Stated Maturity or Maturities expressed in such Bond (or, in the
case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.
  Section 10.13 Restoration of Rights and
Remedies .
  If
the Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding shall have been discontinued or
abandoned for any reason, or shall have been determined adversely to the Trustee
or to such Holder, then and in every such case, subject to any determination in
such proceeding, the Company, and Trustee and such Holder shall be restored
severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and such Holder shall continue as though
no such proceeding had been instituted.
  Section 10.14 Rights and Remedies
Cumulative .
  Except as otherwise
provided in Section 3.06(f), no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and, subject to Section 10.11, every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise.  The assertion or employment of
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  any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.
  Section 10.15 Delay or Omission Not
Waiver .
  No
delay or omission of the Trustee or of any Holder to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence
therein.  Every right and remedy given by this Article or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.
  Section 10.16 Control by Majority Holders
of Bonds .
  If
an Event of Default shall have occurred and be continuing, the Holders of a
majority in aggregate principal amount of the Bonds then Outstanding 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 herein, provided, however,
that
  (a) such direction shall
not be in conflict with any rule of law or with this Indenture, and could not
involve the Trustee in personal liability in circumstances where indemnity would
not, in the Trustee’s sole discretion, be adequate;
  (b) such direction shall
not be unduly prejudicial to the rights of the nonassenting Holders;
and
  (c) the Trustee may take
any other action deemed proper by the Trustee which is not inconsistent with
such direction.
  Section 10.17 Waiver of Past
Defaults .
  (a) Before any sale of
any of the Mortgaged Property, and before a judgment or decree for payment of
the money due shall have been obtained by the Trustee, as in this
Article provided, the Holders of not less than a majority in aggregate
principal amount of the Bonds then Outstanding may, by an Act of such Holders
delivered to the Trustee and the Company, on behalf of the Holders of all the
Bonds then Outstanding waive any past default hereunder and its consequences,
except a default:
  (i) in the payment of
the principal of or premium, if any, or interest, if any, on any Bond
Outstanding, or
  (ii) in respect of a
covenant or provision hereof which under Section 14.02(a) cannot be
modified or amended without the consent of the Holder of each Outstanding Bond
of any series or Tranche affected.
  (b)  Upon any such
waiver, such default shall cease to exist, and any and all Events 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.  A waiver of any past default and
its consequences given by or on
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  behalf of any Holder
of the Bonds in connection with a purchase of, or tender or exchange offer for,
such Holder’s Bonds will not be rendered invalid by such purchase, tender or
exchange.
  Section 10.18 Undertaking for
Costs .
  The
Company and the Trustee agree, and each Holder of Bonds by its acceptance
thereof shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in aggregate
principal amount of the Bonds then Outstanding, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of or premium, if
any, or interest, if any, on any Bond on or after the Stated Maturity or
Maturities expressed in such Bond (or, in the case of redemption, on or after
the Redemption Date).
  Section 10.19 Waiver of Appraisement and
Other Laws .
  To
the full extent that it may lawfully so agree, the Company shall not at any time
set up, claim or otherwise seek to take the benefit or advantage of any
appraisement, valuation, stay, extension or redemption law now or hereafter in
effect, in order to prevent or hinder the enforcement of this Indenture or the
absolute sale of the Mortgaged Property, or any part thereof, or the possession
thereof, or any part thereof, by any purchaser at any sale under this Article;
and the Company, for itself and all who may claim under it, so far as it or they
now or hereafter may lawfully do so, hereby waives the benefit of all such
laws.  The Company, for itself and all who may claim under it, waives,
to the extent that it may lawfully do so, all right to have the Mortgaged
Property marshalled upon any foreclosure of the Lien hereof, and agrees that any
court having jurisdiction to foreclose the Lien of this Indenture may order the
sale of the Mortgaged Property as an entirety.
  Section 10.20 Defaults under
Class “A” Mortgages .
  In
addition to every other right and remedy provided herein, the Trustee may
exercise any right or remedy available to the Trustee in its capacity as owner
and holder of Pledged Bonds which arises as a result of a default or Matured
Event of Default under any Class “A” Mortgage, whether or not an Event of
Default shall then have occurred and be continuing.
  Section 10.21 Limitation on
Remedies .
  Notwithstanding any
provision of this Indenture, including but not limited to the provisions of
Sections 10.03, 10.04, 10.05, 10.08 and 10.19 hereof, unless otherwise permitted
by the AEA as in effect from time to time, the Trustee may not take possession
of any portion of the Mortgaged Property constituting a Nuclear Facility or
exercise control over any Nuclear
   101
  Facility or licensed
activity, whether for the purpose of effecting the sale of any such Mortgaged
Property or otherwise, without first having obtained either (a) the issuance of
appropriate licenses from the Nuclear Regulatory Commission (the “NRC”) authorizing
such possession or (b) NRC approval of the direct or indirect transfer of
control of existing licenses applicable to such Mortgaged
Property.  Further, the Trustee may exercise its rights under this
Indenture only in compliance with and subject to (x) the same requirements as
would apply to the then-current NRC licensees for such Mortgaged Property and
(y) the AEA and the applicable orders, decrees and regulations issued by the NRC
thereunder.
  ARTICLE
XI
 
  THE
TRUSTEE
  Section 11.01 Certain Duties and
Responsibilities .
  (a) The Trustee shall
have and be subject to all the duties and responsibilities and all of the
protections, exculpations and limitations on liability specified with respect to
an indenture trustee in the Trust Indenture Act, including those deemed by the
Trust Indenture Act to be included herein, and no implied covenants or
obligations shall be read into this Indenture against the
Trustee.  For purposes of Sections 315(a) and 315(c) of the Trust
Indenture Act, the term “default” is hereby defined as an Event of Default which
has occurred and is continuing.
  (b) 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.
  (c) 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 11.02 Notice of
Defaults .
  (a) The Trustee shall
give the Holders notice of any default hereunder known to the Trustee in the
manner and to the extent required to do so by the Trust Indenture Act, unless
such default shall have been cured or waived, provided, however, that in the
case of any default of the character specified in Section 10.01(c), no such
notice to Holders shall be given until at least forty-five (45) 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.
  (b) The Trustee shall
give to the trustee under each Class “A” Mortgage a copy of each notice of
default given to the Holders pursuant to this Section.  In addition,
the Trustee shall give to the Holders copies of each notice of default under any
Class “A” Mortgage given to the Trustee in its capacity as owner and holder
of Pledged Bonds issued and outstanding thereunder.
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  Section 11.03 Certain Rights of
Trustee .
  Subject to the
provisions of Section 11.01:
  (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, note, other evidence of indebtedness 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, or as otherwise expressly provided herein, and
any resolution of the Board of Directors may be sufficiently evidenced by a
Board Resolution;
  (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 is specifically prescribed
herein) may, in the absence of bad faith on its part, rely upon an Officer’s
Certificate;
  (d) the Trustee may
consult with counsel and the written 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 Holder pursuant to this Indenture,
unless such Holder 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, note, other evidence of
indebtedness or other paper or document, 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 (subject to applicable legal requirements) be entitled
to examine, during normal business hours, the relevant 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;
  (h) except as otherwise
provided in Section 10.01(c), the Trustee shall not be charged with
knowledge of any Event of Default unless either (i) a Responsible Officer
of the Trustee assigned to the Corporate Trust Administration Division of the
Trustee (or any successor
   103
  division or
department of the Trustee) shall have actual knowledge of the Event of Default,
or (ii) written notice of such Event of Default shall have been given to
the Trustee by the Company, any other obligor on the Bonds or by any Holder of
such Bonds or, in the case of an Event of Default described in
Section 10.01(f), by the trustee under the related Class “A” Mortgage;
and
  (i) the Trustee shall
not be personally liable, in the case of entry by it upon the Mortgaged
Property, for debts contracted or damages incurred in the management or
operation of the Mortgaged Property.
  Section 11.04 Not Responsible for Recitals
or Issuance of Bonds .
  The
recitals contained herein and in the Bonds (except the Trustee’s certificates of
authentication) shall be taken as the statements of the Company and neither the
Trustee nor any Authenticating Agent assumes any responsibility for their
correctness.  The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Bonds, as to the value or condition
of the Mortgaged Property or any part thereof or as to the title of the Company
thereto or as to the security afforded thereby or hereby, or as to the validity
of any Class “A” Bonds or other securities at any time pledged or deposited
with the Trustee hereunder.  Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of Bonds or the proceeds thereof or of any moneys paid to the Company or
upon Company Order under any provision hereof.
  Section 11.05 May Hold
Bonds .
  Each of the Trustee,
any Authenticating Agent, any Paying Agent, any Bond Registrar or any other
agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of Bonds and, subject to Sections 11.08 and 11.13, may
otherwise deal with the Company with the same rights it would have if it were
not such Trustee, Authenticating Agent, Paying Agent, Bond Registrar or other
agent.
  Section 11.06 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 be under no liability
for interest on any money received by it hereunder except as otherwise agreed
with the Company.
  Section 11.07 Compensation and
Reimbursement.
  (a) The Company
shall:
  (i) 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);
  (ii) except as otherwise
expressly provided herein, reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances reasonably incurred or made by
the Trustee in accordance with any provision of
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  this Indenture
(including the reasonable compensation and the expenses and disbursements of its
agents and counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or bad faith; and
  (iii) indemnify the
Trustee and hold it harmless from and 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 the trust or trusts
hereunder, including the reasonable 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.
  (b) As security for the
performance of the obligations of the Company under this Section, the Trustee
shall have a Lien prior to the Bonds upon the Mortgaged Property and any money
collected by the Trustee as proceeds of the Mortgaged Property, other than
property and funds held in trust under Section 9.03 (except as otherwise
provided in Section 9.03).
  (c) In addition to the
rights provided to the Trustee in Section 11.07(b), whenever the Trustee
incurs any loss, liability or expense without negligence or bad faith on its
part, 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, or renders services, after an Event of Default specified in
Section 10.01(d) or (e) occurs, any such loss, liability, expense
(including the reasonable charges and expenses of its counsel) or compensation
for services is intended to constitute expenses of administration under any
applicable federal or state bankruptcy, insolvency or other similar
law.
  (d) “Trustee” for
purposes of this Section 11.07 shall include any predecessor Trustee; provided, however, that the
negligence or bad faith of any Trustee hereunder shall not affect the rights of
any other Trustee hereunder.
  (e) The provisions of
Section 11.07(a) and (c) shall survive the termination of this
Indenture.
  Section 11.08 Disqualification;
Conflicting Interests .
  If
the Trustee shall have or acquire any conflicting interest within the meaning of
the Trust Indenture Act, it shall either eliminate such conflicting interest or
resign to the extent, in the manner and with the effect, and subject to the
conditions, provided in the Trust Indenture Act and this Indenture.
  Section 11.09 Corporate Trustee Required;
Eligibility .
  There shall at all
times be a Trustee hereunder which shall be:
  (a) a corporation
organized and doing business under the laws of the United States of America, any
state or territory thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000 and subject to supervision or examination by federal or
state authority, or
   105
  (b) if and to the extent
permitted by the Commission by rule, regulation or order upon application, a
corporation or other Person and doing business under the laws of a foreign
government, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least $50,000,000 or the Dollar
equivalent of the applicable foreign currency and subject to supervision or
examination by authority of such foreign government or a political subdivision
thereof substantially equivalent to supervision or examination applicable to
United States institutional trustees,
  and, in either case,
qualified and eligible under this Article and not otherwise disqualified
under Section 310(a)(5) of the Trust Indenture Act.  If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of such 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.  If at any time the Trustee
shall cease to be 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 11.10 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 in accordance with the applicable requirements of
Section 11.11.
  (b) The Trustee may
resign at any time by giving written notice thereof to the
Company.  If the instrument of acceptance by a successor Trustee
required by Section 11.11 shall not have been delivered to the Trustee
within thirty (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 Bonds then Outstanding delivered to the Trustee and to the
Company.
  (d) If at any
time:
  (i) the Trustee shall
fail to comply with Section 11.08 after written request therefor by the
Company or by any Holder who has been a bona fide Holder for at least six
months, or
  (ii) the Trustee shall
cease to be eligible under Section 11.09 and shall fail to resign after
written request therefor by the Company or by any such Holder, or
  (iii) 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,
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  then, in any such
case, (x) the Company by a Board Resolution may remove the Trustee, or
(y) subject to Section 10.18, any Holder who has been a bona fide
Holder for at least six months may, on behalf of itself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee or Trustees.
  (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 (other than as contemplated in sub-
clause (y) of subsection (d) of this Section), the Company, by a Board
Resolution, shall take prompt steps to appoint a successor Trustee or Trustees
and shall comply with the applicable requirements of
Section 11.11.  In case all or substantially all of the Mortgaged
Property shall be in the possession of a receiver or trustee lawfully appointed,
such receiver or trustee, by written instrument, may similarly appoint a
successor to fill such vacancy until a new Trustee shall be so appointed by the
Holders.  If, within one 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 Bonds
then Outstanding delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment in accordance with the applicable requirements of
Section 11.11, become the successor Trustee and to that extent supersede
the successor Trustee appointed by the Company or by such receiver or
trustee.  If no successor Trustee shall have been so appointed by the
Company or the Holders and accepted appointment in the manner required by
Section 11.11, any Holder who has been a bona fide Holder of a Bond for at
least six months may, on behalf of itself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee.
  (f) So long as no event
which is, or after notice or lapse of time, or both, would become, an Event of
Default shall have occurred and be continuing, if the Company shall have
delivered to the Trustee (i) a Board Resolution appointing a successor
Trustee, effective as of a date specified therein, and (ii) an instrument
of acceptance of such appointment, effective as of such date, by such successor
Trustee in accordance with Section 11.11, the Trustee shall be deemed to
have resigned as contemplated in subsection (b) of this Section, the
successor Trustee shall be deemed to have been appointed pursuant to
subsection (d) of this Section and such appointment shall be deemed to
have been accepted as contemplated in Section 11.11, all as of such date,
and all other provisions of this Section and Section 11.11 shall be
applicable to such resignation, appointment and acceptance except to the extent
inconsistent with this subsection (f).
  (g) 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 mail, postage prepaid, to all Holders as their names and addresses
appear in the Bond Register.  Each notice shall include the name of
the successor Trustee and the address of its corporate trust
office.
  Section 11.11 Acceptance of Appointment by
Successor .
  (a) In case of the
appointment hereunder of a successor Trustee, every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and to
    107
 
  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 the
request of the Company or the successor Trustee, such retiring Trustee shall,
upon payment of all sums owed to it, execute and deliver an instrument
transferring to such successor Trustee, upon the trusts herein expressed, all
the estates, properties, 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 the
provisions of Section 11.07(b).
  (b) Upon request of any
such successor Trustee, the Company shall execute any instruments which fully
vest in and confirm to such successor Trustee all such estates, properties,
rights, powers and trusts referred to in subsection (a) of this
Section.
  (c) No successor Trustee
shall accept its appointment unless at the time of such acceptance such
successor Trustee shall be qualified and eligible under this
Article.
  Section 11.12 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 the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
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 11.13 Preferential Collection of
Claims Against Company .
  If
the Trustee shall be or become a creditor of the Company (or any other obligor
upon the Bonds), the Trustee shall be subject to any and all applicable
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or such other obligor).
  Section 11.14 Co-trustees and Separate
Trustees .
  (a) At any time or
times, for the purpose of meeting the legal requirements of any jurisdiction in
which any of the Mortgaged Property may at the time be located, the Company and
the Trustee shall have power to appoint, and, upon the written request of the
Trustee or of the Holders of at least a majority in aggregate principal amount
of the Bonds then Outstanding, the Company shall for such purpose join with the
Trustee in the execution and delivery of all instruments and agreements
necessary or proper to appoint, one or more Persons approved by the Trustee
either to act as co-trustee, jointly with the Trustee, of all or any part of the
Mortgaged Property, or to act as separate trustee of any such property, in
either case with such powers as maybe provided in the instrument of appointment,
and to vest in such Person, in the capacity aforesaid, any property, title,
right or power deemed necessary or desirable, subject
   108
 
  to the other
provisions of this Section.  If the Company does not join in such
appointment within fifteen (15) days after receipt by it of a request to do so,
or in case an Event of Default has occurred and is continuing, the Trustee alone
shall have the power to make such appointment.
  (b) Should any written
instrument or instruments from the Company be required by any co-trustee or
separate trustee so appointed to more fully confirm to such co-trustee or
separate trustee such property, title, right or power, any and all such
instruments shall, on request, be executed, acknowledged and delivered by the
Company.
  (c) Every co-trustee or
separate trustee shall, to the extent permitted by law, but to such extent only,
be appointed subject to the following conditions:
  (i) the Bonds shall be
authenticated and delivered, and all rights, powers, duties and obligations
hereunder in respect of the custody of securities, cash and other personal
property held by, or required to be deposited or pledged with, the Trustee
hereunder, shall be exercised solely, by the Trustee;
  (ii) the rights, powers,
duties and obligations hereby conferred or imposed upon the Trustee in respect
of any property covered by such appointment shall be conferred or imposed upon
and exercised or performed either by the Trustee or by the Trustee and such
co-trustee or separate trustee jointly, as shall be provided in the instrument
appointing such co-trustee or separate trustee, except to the extent that under
any law of any jurisdiction in which any particular act is to be performed, the
Trustee shall be incompetent or unqualified to perform such act, in which event
such rights, powers, duties and obligations shall be exercised and performed by
such co-trustee or separate trustee;
  (iii) the Trustee at any
time, by an instrument in writing executed by it, with the concurrence of the
Company, may accept the resignation of or remove any co-trustee or separate
trustee appointed under this Section, and, if an Event of Default shall have
occurred and be continuing, the Trustee shall have power to accept the
resignation of, or remove, any such co-trustee or separate trustee without the
concurrence of the Company.  Upon the written request of the Trustee,
the Company shall join with the Trustee in the execution and delivery of all
instruments and agreements necessary or proper to effectuate such resignation or
removal.  A successor to any co-trustee or separate trustee so
resigned or removed may be appointed in the manner provided in this
Section;
  (iv) no co-trustee or
separate trustee hereunder shall be personally liable by reason of any act or
omission of the Trustee, or any other such trustee hereunder; and
  (v) any Act of Holders
delivered to the Trustee shall be deemed to have been delivered to each such
co-trustee and separate trustee.
   109
  Section 11.15 Appointment of
Authenticating Agent .
  (a) The Trustee may
appoint an Authenticating Agent or Agents with respect to the Bonds of one or
more series, or any Tranche thereof, which shall be authorized to act on behalf
of the Trustee to authenticate Bonds of such series or Tranche issued upon
original issuance, exchange, registration of transfer or partial redemption
thereof or pursuant to Section 3.06, 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
organized and doing business under the laws of the United States of America, any
state or territory thereof or the District of Columbia or the Commonwealth of
Puerto Rico, authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by federal or state authority.  If such
Authenticating Agent publishes reports of condition 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.
  (b) 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 an
Authenticating Agent, shall continue to be an Authenticating Agent, provided that 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 the Authenticating Agent.
  (c) 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.  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 originally
named as an Authenticating Agent.  No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this
Section.
  (d) The Company agrees
to pay to each Authenticating Agent from time to time reasonable compensation
for its services under this Section, and the Trustee shall have no
   110
 liability for such
payments.  The Trustee shall not be responsible for any misconduct,
bad faith or negligence on the part of any Authenticating Agent appointed with
due care by the Trustee hereunder.
  (e) The provisions of
Sections 3.08, 11.04 and 11.05 shall be applicable to each Authenticating
Agent.
  (f) If an appointment
with respect to the Bonds of one or more series, or any Tranche thereof, shall
be made pursuant to this Section, the Bonds of such series or Tranche may have
endorsed thereon, in addition to or in lieu of the Trustee’s certificate of
authentication substantially in the following form:
  This is one of the
Bonds of the series designated therein referred to in the within mentioned
Indenture.
 THE BANK OF
      NEW YORK MELLON TRUST
                    COMPANY,
      N.A.,
                    as
      TrusteeBy:As
      Authenticating AgentBy:Authorized
      Officer
  (g) If all of the Bonds
of a series, or any Tranche thereof, 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 where the Company wishes to have
Bonds of such series or such Tranche authenticated upon original issuance, the
Trustee, if so requested by the Company in writing (which writing need not
comply with Section 1.05 and need not be accompanied by an Opinion of
Counsel), shall appoint, in accordance with this Section and in accordance
with such procedures as shall be acceptable to the Trustee, an Authenticating
Agent having an office in a Place of Payment designated by the Company with
respect to such series of Bonds or such Tranche.
  ARTICLE
XII
 
  LISTS OF HOLDERS; REPORTS BY
TRUSTEE AND COMPANY
  Section 12.01 Lists of Holders;
Preservation of Information
  .
  Semiannually, not
later than June 1 and December 1, beginning on December 1, 2009, in each year,
and at such other times as the Trustee may request in writing, the Company shall
furnish or cause to be furnished to the Trustee information as to the names and
addresses of
   111
  the
Holders, and the Trustee shall preserve such information and similar information
received by it in any other capacity and afford to the Holders access to
information so preserved by it, all to such extent, if any, and in such manner
as shall be required by the Trust Indenture Act.  Every Holder of
Bonds, by receiving and holding the same, agrees with the Company and the
Trustee that neither the Company nor the Trustee nor any agent of either of them
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 312 of the Trust Indenture Act, or any successor section of
such Act, 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 312(b) of the Trust Indenture Act,
or any successor section of such Act.
  Section 12.02 Reports by Trustee and
Company .
  Annually, not later
than sixty (60) days after June 1 in each year commencing with the first June 1
following the first issuance of Bonds pursuant to Section 4.01, if required
by Section 313(a) of the Trust Indenture Act, or any successor
section of such Act, the Trustee shall transmit to the Holders and the
Commission a report with respect to any events described in Section 313(a)
of the Trust Indenture Act, or any successor section of such Act, in such
manner and to the extent required by the Trust Indenture Act.  The
Trustee shall transmit to the Holders and the Commission, and the Company shall
file with the Trustee and transmit to the Holders, such other information,
reports and other documents, if any, at such times and in such manner, as shall
be required by the Trust Indenture Act.  A copy of each report
required to be transmitted to the Holders pursuant to Section 313 of the
Trust Indenture Act shall, at the time of such transmission to the Holders, be
furnished to the Company and be filed by the Trustee with each stock exchange,
if any, upon which the Bonds of any series, or any Tranche thereof are listed
and also with the Commission.  The Company agrees to notify the
Trustee when and as the Bonds of such series, or any such Tranche, become
admitted to trading on any national securities exchange.
  ARTICLE
XIII
   CONSOLIDATION, MERGER,
CONVEYANCE, TRANSFER OR LEASE
  Section 13.01 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, the Mortgaged Property as or
substantially as an entirety to any Person, unless:
  (a) such consolidation,
merger, conveyance, other transfer or lease shall be on such terms as shall
fully preserve in all material respects the Lien and security of this Indenture
and the rights and powers of the Trustee and the Holders of the Bonds
hereunder;
    112
   (b) the corporation
formed by such consolidation or into which the Company is merged or the Person
which acquires by conveyance or other transfer, or which leases, the Mortgaged
Property as or substantially as an entirety shall be a corporation organized and
existing under the laws of the United States of America, any state or territory
thereof or the District of Columbia (such corporation being hereinafter
sometimes called the “Successor Corporation”) and shall execute and deliver to
the Trustee an indenture supplemental hereto, in form recordable and
satisfactory to the Trustee, which:
  (i) in the case of a
consolidation, merger, conveyance or other transfer, or in the case of a lease
if the term thereof extends beyond the last Stated Maturity of the Bonds then
Outstanding, contains an assumption by the Successor Corporation of the due and
punctual payment of the principal of and premium, if any, and interest, if any,
on all the Bonds then Outstanding and the performance and observance of every
covenant and condition of this Indenture to be performed or observed by the
Company, and
  (ii) in the case of a
consolidation, merger, conveyance or other transfer, contains a grant,
conveyance, transfer and mortgage by the Successor Corporation, of the same
tenor of the Granting Clauses herein:
  (A) confirming the Lien
of this Indenture on the Mortgaged Property (as constituted immediately prior to
the time such transaction became effective) and subjecting to the Lien of this
Indenture all property real, personal and mixed, thereafter acquired by the
Successor Corporation which shall constitute an improvement, extension or
addition to the Mortgaged Property (as so constituted) or a renewal, replacement
or substitution of or for any part thereof, and
  (B) at the election of
the Successor Corporation, subjecting to the Lien of this Indenture such
property, real, personal or mixed, in addition to the property described in
subclause (A) above, then owned or thereafter acquired by the Successor
Corporation as the Successor Corporation shall, in its sole discretion, specify
or describe therein,
  and
the Lien confirmed or created by such grant, conveyance, transfer and mortgage
shall have force, effect and standing similar to those which the Lien of this
Indenture would have had if the Company had not been a party to such
consolidation, merger, conveyance or other transfer and had itself, after the
time such transaction became effective, purchased, constructed or otherwise
acquired the property subject to such grant, conveyance, transfer and
mortgage;
  (c) in the case of a
lease, such lease shall be made expressly subject to termination by the Company
or by the Trustee at any time during the continuance of an Event of Default, and
also by the purchaser of the property so leased at any sale thereof hereunder,
whether such sale be made under the power of sale hereby conferred or pursuant
to judicial proceedings; and
    113
  (d) the Company shall
have delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each of which shall state that such consolidation, merger, conveyance
or other transfer or lease, 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 13.02 Successor Corporation
Substituted .
  Upon any
consolidation or merger or any conveyance or other transfer, subject to the Lien
of this Indenture, of the Mortgaged Property as or substantially as an entirety
in accordance with Section 13.01, the Successor Corporation shall succeed
to, and be substituted for, and may exercise every power and right of, the
Company under this Indenture with the same effect as if such Successor
Corporation had been named as the “Company” herein.  Without limiting
the generality of the foregoing:
  (a) all property of the
Successor Corporation then subject to the Lien of this Indenture, of the
character described in Section 1.04(a), shall constitute Property
Additions;
  (b) the Successor
Corporation may execute and deliver to the Trustee, and thereupon the Trustee
shall, subject to the provisions of Article IV, authenticate and deliver,
Bonds upon the basis of Property Additions or upon any other basis provided in
Article IV; and
  (c) the Successor
Corporation may, subject to the applicable provisions of this Indenture, cause
Property Additions to be applied to any other Authorized Purpose.
  All
Bonds so executed by the Successor Corporation, and authenticated and delivered
by the Trustee, shall in all respects be entitled to the same benefit of the
Lien and security of this Indenture as all Bonds executed, authenticated and
delivered prior to the time such consolidation, merger, conveyance or other
transfer became effective.
  Section 13.03 Extent of Lien Hereof on
Property of Successor Corporation .
  Unless, in the case
of a consolidation, merger, conveyance or other transfer permitted by
Section 13.01, the indenture supplemental hereto provided for in
clause (ii) of Section 13.01(b), or any other indenture, contains a
grant, conveyance, transfer and mortgage by the Successor Corporation as
described in subclause (B) thereof, neither this Indenture nor such
supplemental indenture shall become or be required to become or be a Lien upon
any of the properties then owned or thereafter acquired by the Successor
Corporation except properties acquired from the Company in or as a result of
such transaction and improvements, extensions and additions to such properties
and renewals, replacements and substitutions of or for any part or parts of such
properties.
  Section 13.04 Release of Company upon
Conveyance or Other Transfer .
  In
the case of a conveyance or other transfer permitted by Section 13.01, upon
the satisfaction of all the conditions specified in Section 13.01, the
Company (such term being used in this Section without giving effect to such
transaction) shall be released and discharged from all obligations and covenants
under this Indenture and on and under all Bonds then Outstanding
   114
  unless the Company
shall have delivered to the Trustee an instrument in which it shall waive such
release and discharge.
  Section 13.05 Merger into Company; Extent
of Lien Hereof .
  (a) Nothing in this
Indenture shall be deemed to prevent or restrict any consolidation or merger
after the consummation of which the Company would be the surviving or resulting
corporation, or any conveyance or other transfer or lease, subject to the Lien
of this Indenture, of any part of the Mortgaged Property which does not
constitute the entirety, or substantially the entirety, thereof.
  (b) Unless, in the case
of a consolidation or merger described in subsection (a) of this
Section, an indenture supplemental hereto shall otherwise provide, this
Indenture shall not become or be, or be required to become or be, a Lien upon
any of the properties acquired by the Company in or as a result of such
transaction or any improvements, extensions or additions to such properties or
any renewals, replacements or substitutions of or for any part or parts of such
properties.
  ARTICLE
XIV
 
  SUPPLEMENTAL
INDENTURES
  Section 14.01 Supplemental Indentures
Without Consent of Holders .
  (a) Without the consent
of any Holders, the Company 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:
  (i) to evidence the
succession of another Person to the Company and the assumption by any such
successor of the covenants of the Company herein and in the Bonds, all as
provided in Article XIII; or
  (ii) to add one or more
covenants of the Company or other provisions for the benefit of all Holders or
for the benefit of the Holders of, or to remain in effect only so long as there
shall be Outstanding Bonds of one or more specified series, or one or more
specified Tranches thereof, or to surrender any right or power herein conferred
upon the Company; or
  (iii) to correct or
amplify the description of any property at any time subject to the Lien of this
Indenture, or better to assure, convey and confirm unto the Trustee any property
subject or required to be subjected to the Lien of this Indenture, or to subject
to the Lien of this Indenture additional property; or
  (iv) to convey, transfer
and assign to the Trustee, and to subject to the Lien of this Indenture with the
same force and effect as if included in the Granting Clauses herein,
property of subsidiaries of the Company used or to be used for one or more
purposes which if owned by the Company would constitute property used or to be
used for one or more of the Primary Purposes of the Company’s
   115
  Business, which
property shall for all purposes of this Indenture be deemed to be property of
the Company, together with such other provisions as may be appropriate to
express the respective rights of the Trustee and the Company in regard thereto;
or
  (v) to change or
eliminate any provision of this Indenture or to add any new provision to this
Indenture; provided, however, that if such
change, elimination or addition shall adversely affect the interests of the
Holders of Bonds of any series or Tranche in any material respect, such change,
elimination or addition shall become effective with respect to such series or
Tranche only when no Bond of such series or Tranche remains Outstanding;
or
  (vi) to establish the
form or terms of Bonds of any series or Tranche as contemplated by
Sections 2.01 and 3.01; or
  (vii) to evidence and
provide for the acceptance of appointment hereunder by a successor Trustee or by
a co-trustee or separate trustee; or
  (viii) to provide, for the
procedures required to permit the Company to utilize, at its option, a
non-certificated system of registration for all, or any series or Tranche of,
the Bonds; or
  (ix) to change any place
or places where (A) the principal of and premium, if any, and interest, if
any, on all or any series of Bonds, or any Tranche thereof, shall be payable,
(B) all or any series of Bonds, or any Tranche thereof, may be surrendered
for registration of transfer, (C) all or any series of Bonds, or any
Tranche thereof, may be surrendered for exchange, and (D) notices and
demands to or upon the Company in respect of all or any series of Bonds, or any
Tranche thereof, and this Indenture may be served; or
  (x) to cure any
ambiguity or to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other
changes to the provisions hereof or to add other provisions with respect to
matters or questions arising under this Indenture, provided that such
other changes or additions shall not adversely affect the interests of the
Holders of Bonds of any series or Tranche in any material respect;
or
  (xi) to reflect changes
in Generally Accepted Accounting Principles; or
  (xii) to provide the terms
and conditions of the exchange or conversion, at the option of the Holders of
Bonds of any series or otherwise, of the Bonds of such series for or into Bonds
of other series or stock or other securities of the Company or any other
corporation; or
  (xiii) to comply with the
rules or regulations of any national securities exchange on which any of the
Bonds may be listed; or
     116
  (xiv) to modify, eliminate
or add to the provisions of this Indenture to such extent as shall be necessary
to effect the qualification of this Indenture under the Trust Indenture Act, or
under any similar federal statute hereafter enacted, and to add to this
Indenture such other provisions as may be expressly permitted by the Trust
Indenture Act, excluding, however the provisions referred to in Section
316(a)(2) of the Trust Indenture Act as in effect at the date of the execution
and delivery of this Indenture or any corresponding provision in any similar
federal statute hereafter enacted.
  (b) Without limiting the
generality of the foregoing, if the Trust Indenture Act as in effect at the date
of the execution and delivery of this Indenture or at any time thereafter shall
be amended and:
  (i) 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 evidence such amendment hereof; or
  (ii) if any such
amendment shall permit one or more changes to, or the elimination of any
provisions hereof which, at the date of the execution and delivery hereof or at
any time thereafter, are required by the Trust Indenture Act to be contained
herein or are contained herein to reflect any provisions of the Trust Indenture
Act as in effect at such date, the Company and the Trustee may, without the
consent of any Holders, enter into an indenture supplemental hereto to effect
such changes or elimination.
  Section 14.02 Supplemental Indentures With
Consent of Holders .
  (a) With the consent of
the Holders of not less than a majority in aggregate principal amount of the
Bonds of all series then Outstanding under this Indenture, considered as one
class, 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; provided, however, that if
there shall be Bonds of more than one series Outstanding hereunder and if a
proposed supplemental indenture shall directly affect the rights of the Holders
of Bonds of one or more, but less than all, of such series, then the consent
only of the Holders of a majority in aggregate principal amount of the
Outstanding Bonds of all series so directly affected, considered as one class,
shall be required; and provided, further, that if the
Bonds of any series shall have been issued in more than one Tranche and if the
proposed supplemental indenture shall directly affect the rights of the Holders
of Bonds of one or more, but less than all, of such Tranches, then the consent
only of the Holders of a majority in aggregate principal amount of the
Outstanding Bonds of all Tranches so directly affected, considered as one class,
shall be required; and provided, further, that no
such
    117
  supplemental
indenture shall, without the consent of the Holder of each Outstanding Bond of
each series or Tranche so directly affected:
  (i) change the Stated
Maturity of the principal of, or any installment of principal of or interest on,
any Bond, or reduce the principal amount thereof or the rate of interest thereon
(or the amount of any installment of interest thereon) or change the method of
calculating such rate or reduce any premium payable upon the redemption thereof
or reduce the amount of the principal of a Discount Bond that would be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 10.02(a), or change the coin or currency (or other property) in
which any Bond or any premium 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
  (ii) permit the creation
of any Lien ranking prior to the Lien of this Indenture with respect to all or
substantially all of the Mortgaged Property or terminate the Lien of this
Indenture on all or substantially all of the Mortgaged Property, or deprive such
Holder of the benefit of the security of the Lien of this Indenture;
or
  (iii) reduce the
percentage in principal amount of the Outstanding Bonds of such series or
Tranche, 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 any provision of this Indenture or of any default hereunder and
its consequences, or reduce the requirements of Section 15.04(a) for quorum
or voting; or
  (iv) modify any of the
provisions of this Section, Section 6.09 or Section 10.17, except to
increase the percentages in principal amount referred to in this Section or
such other Sections or to provide that other provisions of this Indenture
cannot be modified or waived without the consent of the Holder of each
Outstanding Bond affected thereby; provided, however, that this
clause shall not be deemed to require the consent of any Holder with
respect to changes in the references to “the Trustee” and concomitant changes in
this Section and Section 10.17, or the deletion of this proviso, pursuant
to Section 11.11 and clause (vii) of
Section 14.01(a).
  (b) A supplemental
indenture which (i) changes or eliminates any covenant or other provision
of this Indenture which has expressly been included solely for the benefit of
the Holders of, or which is to remain in effect only so long as there shall be
Outstanding, Bonds of one or more specified series, or one or more Tranches
thereof, or (ii) modifies the rights of the Holders of Bonds of such series
or Tranches with respect to such covenant or other provision, shall be deemed
not to affect the rights under this Indenture of the Holders of Bonds of any
other series or Tranche.
    118
  (c) It shall not be
necessary for any Act of Holders under this Section to approve the
particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof.  A consent
to any supplemental indenture by or on behalf of any Holder of the Bonds given
in connection with a purchase of, or tender or exchange offer for, such Holder’s
Bonds will not be rendered invalid by such purchase, tender or
exchange.
  Section 14.03 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, the Trustee shall be entitled to receive, and
(subject to Section 11.01) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture.  The Trustee may, but shall
not be obligated to, enter into any such supplemental indenture which affects
the Trustee’s own rights, duties, immunities or liabilities under this Indenture
or otherwise.
  Section 14.04 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.  Any supplemental indenture permitted by this
Article may restate this Indenture in its entirety, and, upon the execution
and delivery thereof; any such restatement shall supersede this Indenture as
theretofore in effect for all purposes.
  Section 14.05 Conformity With Trust
Indenture Act .
  Every supplemental
indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.
  Section 14.06 Reference in Bonds to
Supplemental Indentures .
  Bonds of any series,
or any Tranche thereof, 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 of any series, or any Tranche thereof, so modified as to
conform, in the opinion of the Trustee and the Company, to any such supplemental
indenture may be prepared and executed by the Company and authenticated and
delivered in exchange for Outstanding Bonds of such series or
Tranche.
   119
   ARTICLE
XV
 
  MEETINGS OF HOLDERS; ACTION
WITHOUT MEETING
  Section 15.01 Purposes for Which Meetings
May be Called .
  A
meeting of Holders of Bonds of one or more, or all, series, or any Tranche or
Tranches thereof, may be called at any time and from time to time pursuant to
this Article to make, give or take any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be made, given or taken by Holders of Bonds of such series or
Tranches.
  Section 15.02 Call, Notice and Place of
Meetings .
  (a) The Trustee may at
any time call a meeting of Holders of Bonds of one or more, or all, series, or
any Tranche or Tranches thereof, for any purpose specified in
Section 15.01, to be held at such time and (except as provided in
subsection (b) of this Section) at such place in the County of Cuyahoga,
The City of Cleveland, Ohio or the Borough of Manhattan, The City of New York,
as the Trustee shall determine, or, with the approval of the Company, at any
other place.  Notice of every such meeting, setting forth the time and
the place of such meeting and in general terms the action proposed to be taken
at such meeting, shall be given, in the manner provided in Section 1.09,
not less than 21 nor more than one hundred eighty (180) days prior to the date
fixed for the meeting.
  (b) The Trustee may be
asked to call a meeting of the Holders of Outstanding Bonds of one or more, or
all, series, or any Tranche or Tranches thereof; by the Company or by the
Holders of 25% in aggregate principal amount of all of such series and Tranches,
considered as one class, for any purpose specified in Section 15.01, by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting.  If the Trustee shall have been asked by the
Company to call such a meeting, the Company shall determine the time and place
for such meeting by giving notice thereof in the manner provided in
subsection (a) of this Section, or shall direct the Trustee, in the name
and at the expense of the Company, to give such notice.  If the
Trustee shall have been asked to call such a meeting by Holders in accordance
with this subsection (b), and the Trustee shall not have given the notice
of such meeting within twenty-one (21) days after receipt of such request or
shall not thereafter proceed to cause the meeting to be held as provided herein,
then the Holders of Bonds of such series and Tranches in the amount above
specified may determine the time and the place in the County of Cuyahoga, The
City of Cleveland, Ohio or the Borough of Manhattan, The City of New York, or in
such other place as shall be determined or approved by the Company, for such
meeting and may call such meeting for such purposes by giving notice thereof as
provided in subsection (a) of this Section.
  (c) Any meeting of
Holders of Bonds of one or more, or all, series, or any Tranche or Tranches
thereof, shall be valid without notice if the Holders of all Outstanding Bonds
of such series or Tranches are present in person or by proxy and if
representatives of the Company and the Trustee are present, or if notice is
waived in writing before or after the meeting by the Holders of all Outstanding
Bonds of such series, or any Tranche or Tranches thereof,
   120
  or by such of them
as are not present at the meeting in person or by proxy, and by the Company and
the Trustee.
  Section 15.03 Persons Entitled to Vote at
Meetings; Record Date .
  To
be entitled to vote at any meeting of Holders of Bonds of one or more, or all,
series, or any Tranche or Tranches thereof, a Person shall be (a) a Holder
of one or more Outstanding Bonds of such series or Tranches on the record date
fixed as provided below, or (b) a Person appointed by an instrument in
writing by a Holder or Holders of one or more Outstanding Bonds of such series
or Tranches on the record date fixed as provided below as proxy for such Holder
or Holders.  The only Persons who shall be entitled to attend any
meeting of Holders of Bonds of any series or Tranche shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its
counsel.  The Company may fix in advance a record date for the
determination of Holders who are entitled to vote at a meeting called pursuant
to Section 15.02 and, if the Company does not so fix a record date, the
Trustee may do so.
  Section 15.04 Quorum;
Action .
  (a) The Persons entitled
to vote a majority in aggregate principal amount of the Outstanding Bonds of the
series and Tranches with respect to which a meeting shall have been called as
hereinbefore provided, considered as one class, shall constitute a quorum for a
meeting of Holders of Bonds of such series and Tranches; provided, however, that if any
action is to be taken at such meeting which this Indenture expressly provides
may be taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the Outstanding Bonds of such series and
Tranches, considered as one class, the Persons entitled to vote such specified
percentage in principal amount of the Outstanding Bonds of such series and
Tranches, considered as one class, shall constitute a quorum.  In the
absence of a quorum within one hour of the time appointed for any such meeting,
the meeting shall, if convened at the request of Holders of Bonds of such series
and Tranches, be dissolved.  In any other case the meeting may be
adjourned for such period as may be determined by the chairman of the meeting
prior to the adjournment of such meeting.  In the absence of a quorum
at any such adjourned meeting, such adjourned meeting may be further adjourned
for such period as may be determined by the chairman of the meeting prior to the
adjournment of such adjourned meeting.  Except as provided by
Section 15.05(e), notice of the reconvening of any meeting adjourned for
more than thirty (30) days shall be given as provided in Section 1.09 not
less than ten (10) days prior to the date on which the meeting is scheduled
to be reconvened.  Notice of the reconvening of an adjourned meeting
shall state expressly the percentage, as provided above, of the principal amount
of the Outstanding Bonds of such series and Tranches which shall constitute a
quorum.
  (b) Except as limited by
Section 14.02, any resolution presented to a meeting or adjourned meeting
duly reconvened at which a quorum is present as aforesaid may be adopted only by
the affirmative vote of the Holders of a majority in aggregate principal amount
of the Outstanding Bonds of the series and Tranches with respect to which such
meeting shall have been called, considered as one class; provided, however, that, except
as so limited, any resolution with respect to any action which this Indenture
expressly provides may be taken by the Holders of a specified percentage, which
is less than a majority, in principal amount of the Outstanding
   121
  Bonds of such series
and Tranches, considered as one class, may be adopted at a meeting or an
adjourned meeting duly reconvened and at which a quorum is present as aforesaid
by the affirmative vote of the Holders of such specified percentage in principal
amount of the Outstanding Bonds of such series and Tranches, considered as one
class.
  (c) Any resolution
passed or decision taken at any meeting of Holders of Bonds duly held in
accordance with this Section shall be binding on all the Holders of Bonds
of the series and Tranches with respect to which such meeting shall have been
held, whether or not present or represented at the meeting.
  Section 15.05 Attendance at Meetings;
Determination of Voting Rights; Conduct and Adjournment of
Meetings .
  (a) Attendance at
meetings of Holders of Bonds may be in person or by proxy; and, to the extent
permitted by law, any such proxy shall remain in effect and be binding upon any
future Holder of the Bonds with respect to which it was given unless and until
specifically revoked by the Holder or future Holder of such Bonds before being
voted.
  (b) Notwithstanding any
other provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of Holders of Bonds in
regard to proof of the holding of such Bonds and of the appointment of proxies
and in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as
it shall deem appropriate.  Except as otherwise permitted or required
by any such regulations, the holding of Bonds shall be proved in the manner
specified in Section 1.07 and the appointment of any proxy shall be proved
in the manner specified in Section 1.07.  Such regulations may
provide that written instruments appointing proxies, regular on their face, may
be presumed valid and genuine without the proof specified in Section 1.07
or other proof.
  (c) The Trustee shall,
by an instrument in writing, appoint a temporary chairman of the meeting, unless
the meeting shall have been called by the Company or by Holders as provided in
Section 15.02(b), in which case the Company or the Holders of Bonds of the
series and Tranches calling the meeting, as the case may be, shall in like
manner appoint a temporary chairman.  A permanent chairman and a
permanent secretary of the meeting shall be elected by vote of the Persons
entitled to vote a majority in aggregate principal amount of the Outstanding
Bonds of all series and Tranches represented at the meeting, considered as one
class.
  (d) At any meeting each
Holder or proxy shall be entitled to one vote for each $1,000 principal amount
of Outstanding Bonds held or represented by him and if there shall have been
established in respect of the Bonds of any series, or any Tranche thereof, that
such Bonds may be issuable other than in denominations of $1,000 and any
integral multiple thereof, a fractional vote equal to (x) the difference
(expressed as a positive number) between (u) the aggregate principal amount of
Outstanding Bonds held or represented by him and (v) the next lowest
integral multiple of $1,000 (or if there is no next lowest integral multiple
thereof, zero), divided by (y) 1,000; provided, however, that no vote
shall be cast or counted at any meeting in respect of any Bond challenged as not
Outstanding and ruled by the chairman of the meeting to
    122
  be not
Outstanding.  The chairman of the meeting shall have no right to vote,
except as a Holder of a Bond or proxy.
  (e) Any meeting duly
called pursuant to Section 15.02 at which a quorum is present may be
adjourned from time to time by Persons entitled to vote a majority in aggregate
principal amount of the Outstanding Bonds of all series and Tranches represented
in person or by proxy at the meeting, considered as one class; and the meeting
may be held as so adjourned without further notice.
  Section 15.06 Counting Votes and Recording
Action of Meetings .
  The
vote upon any resolution submitted to any meeting of Holders shall be by written
ballots on which shall be subscribed the signatures of the Holders or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Bonds, of the series and Tranches with respect to which the meeting
shall have been called, held or represented by them.  The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports of all
votes cast at the meeting.  A record of the proceedings of each
meeting of Holders shall be prepared by the secretary of the meeting and there
shall be attached to said record the original reports of the inspectors of votes
on any vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 15.02 and, if
applicable, Section 15.04.  Each copy shall be signed and
verified by the affidavits of the permanent chairman and secretary of the
meeting and one such copy shall be delivered to the Company, and another to the
Trustee to be preserved by the Trustee, the latter to have attached thereto the
ballots voted at the meeting.  Any record so signed and verified shall
be conclusive evidence of the matters therein stated.
  Section 15.07 Action Without
Meeting .
  In
lieu of a vote of Holders at a meeting as hereinbefore contemplated in this
Article, any request, demand, authorization, direction, notice, consent, waiver
or other action may be made, given or taken by Holders by written instruments as
provided in Section 1.07.
  ARTICLE
XVI
   IMMUNITY OF INCORPORATORS,
STOCKHOLDERS, OFFICERS, AND DIRECTORS
  Section 16.01 Liability Solely
Corporate .
  No
recourse shall be had for the payment of the principal of or premium if any, or
interest, if any, on any Bonds, or any part thereof, or for any claim based
thereon or otherwise in respect thereof, or of the indebtedness represented
thereby, or upon any obligation, covenant or agreement under this Indenture,
against any past, present or future incorporator, stockholder, employee, officer
or director, as such, past, present or future of the Company or of any
   123
  predecessor or
successor corporation (either directly or through the Company or a predecessor
or successor corporation), whether by virtue of any constitutional provision,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly agreed and understood that this Indenture and all
the Bonds are solely corporate obligations, and that no personal liability
whatsoever shall attach to, or be incurred by, any incorporator, stockholder,
employee, officer or director, past, present or future, of the Company or of any
predecessor or successor corporation, either directly or indirectly through the
Company or any predecessor or successor corporation, because of the indebtedness
hereby authorized or under or by reason of any of the obligations, covenants or
agreements contained in this Indenture or in any of the Bonds or to be implied
herefrom or therefrom, and that any such personal liability is hereby expressly
waived and released as a condition of, and as part of the consideration for, the
execution of this Indenture and the issuance of the Bonds.
  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. Any such counterpart, as recorded or filed in
any jurisdiction, may omit such portions of Exhibits A and B hereto as shall not
describe or refer to properties located in such jurisdiction.
  
  
  
  [Remainder of page
intentionally left blank.]
   124
  
  IN
WITNESS WHEREOF, FIRSTENERGY NUCLEAR GENERATION CORP., party of the first part
hereto, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., party of the second
part hereto, have caused these presents to be executed in their respective names
as of the day and year first above written.
  FIRSTENERGY
      NUCLEAR
                  GENERATION
      CORP.By:
                /s/ James F.
      PearsonJames F.
      PearsonVice President
      and TreasurerTHE BANK OF
      NEW YORK MELLON
                  TRUST COMPANY,
      N.A., as TrusteeBy:
                /s/ Biagio S.
      ImpalaBiagio S.
      ImpalaVice
      President
  
  STATE OF
OHIO                                          )
 )ss.:
 COUNTY OF
SUMMIT                                
)
  On
the 10th day of
June, 2009, personally appeared before me, a Notary Public in and for the said
County and State aforesaid, James F. Pearson, to me known and known to me to be
the Vice President and Treasurer of FIRSTENERGY NUCLEAR GENERATION CORP., the
corporation which executed the foregoing instrument, and who severally
acknowledged that he did sign such instrument as such Vice President and
Treasurer of FIRSTENERGY NUCLEAR GENERATION CORP., the same is his free act and
deed and the free and corporate act and deed of said corporation.
  IN
WITNESS WHEREOF, I have hereunto set my hand and seal the 10th day of
June, 2009.
  /s/ Michele A.
      Buchtel________________,
      Notary PublicCommission
      Expires Aug 28, 2011
 
 [Seal]
   
  STATE OF
OHIO                                         
)
 )ss.:
 COUNTY OF
CUYAHOGA    )
  On
the 11th day of
June, 2009, personally appeared before me, a Notary Public in and for the said
County and State aforesaid, Biagio S. Impala, to me known and known to me to be
a Vice President of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., the
corporation which executed the foregoing instrument, and who severally
acknowledged that he did sign such instrument as such Vice President for and on
behalf of said corporation and that the same is his free act and deed and the
free and corporate act and deed of said corporation.
  IN
WITNESS WHEREOF, I have hereunto set my hand and seal the 11th day of
June, 2009.
  /s/ Susan
      Demaske________________,
      Notary PublicCommission
      Expires ______________
 
 [Seal]
   
  The
Bank of New York Mellon Trust Company, N.A. hereby certifies that its precise
name and address as Trustee is:
  The
Bank of New York Mellon Trust Company, N.A.
 Global Corporate
Trust
 1660 West 2nd Street,
Suite 830
 Cleveland, Ohio
44113
  THE BANK OF
      NEW YORK MELLON TRUST
                  COMPANY,
      N.A.By:
                /s/ Biagio S.
      ImpalaBiagio S.
      ImpalaVice
      President
 
  
  
   
  THIS INSTRUMENT
PREPARED BY:
 
  Lucas F.
Torres
 AKIN GUMP STRAUSS
HAUER & FELD LLP
 One
Bryant Park
 New
York, NY 10036
  
  
 
 Exhibit
A
  Property
Description (Real Property)
  ATTACHED
HERETO.
   
  Exhibit
B
  Property
Description (Licenses, Permits, Etc.)
  RESERVED.
  
   
  Schedule
I
  Recording
Information