Exhibit
4.05


 


SCANA CORPORATION


 


AND


 


U.S. BANK NATIONAL ASSOCIATION


 


TRUSTEE


 


JUNIOR SUBORDINATED INDENTURE


 


DATED AS OF NOVEMBER 1, 2009


 


JUNIOR SUBORDINATED NOTES


 

















 


Reconciliation and tie between


Trust Indenture Act of 1939 (the “Trust Indenture Act”)


and Indenture


 


	
  Trust Indenture

  Act Section

  	
   

  	
  Indenture

  Section

  
	
  Section 310(a)(1)

  	
   

  	
  7.9

  
	
  (a)(2)

  	
   

  	
  7.9

  
	
  (a)(3)

  	
   

  	
  Not applicable

  
	
  (a)(4)

  	
   

  	
  Not applicable

  
	
  (a)(5)

  	
   

  	
  7.9

  
	
  (b)

  	
   

  	
  7.8, 7.10

  
	
  Section 311(a)

  	
   

  	
  7.13

  
	
  (b)

  	
   

  	
  5.4(a), 7.13

  
	
  Section 312(a)

  	
   

  	
  5.1

  
	
  (b)

  	
   

  	
  5.2

  
	
  (c)

  	
   

  	
  5.2

  
	
  Section 313(a)

  	
   

  	
  5.4(a)

  
	
  (b)

  	
   

  	
  5.4(a), 5.4(b)

  
	
  (c)

  	
   

  	
  5.4(c)

  
	
  (d)

  	
   

  	
  5.4(d)

  
	
  Section 314(a)

  	
   

  	
  4.6, 5.3

  
	
  (b)

  	
   

  	
  Not applicable

  
	
  (c)(1)

  	
   

  	
  2.1, 12.5, 15.4

  
	
  (c)(2)

  	
   

  	
  2.1, 12.5, 15.4

  
	
  (c)(3)

  	
   

  	
  Not applicable

  
	
  (d)

  	
   

  	
  Not applicable

  
	
  (e)

  	
   

  	
  2.1, 15.4

  
	
  (f)

  	
   

  	
  15.4

  
	
  Section 315(a)

  	
   

  	
  7.1,7.2

  
	
  (b)

  	
   

  	
  6.7

  
	
  (c)

  	
   

  	
  7.1

  
	
  (d)

  	
   

  	
  7.1

  
	
  (d)(1)

  	
   

  	
  7.1(a)

  
	
  (d)(2)

  	
   

  	
  7.1(b)

  
	
  (d)(3)

  	
   

  	
  7.1(c)

  
	
  (e)

  	
   

  	
  6.8

  
	
  Section 316(a) (last sentence)

  	
   

  	
  8.4

  
	
  (a)(1)(A)

  	
   

  	
  6.6

  
	
  (a)(1)(B)

  	
   

  	
  6.6

  
	
  (a)(2)

  	
   

  	
  Not applicable

  
	
  (b)

  	
   

  	
  6.4

  
	
  (c)

  	
   

  	
  Not applicable

  
	
  Section 317(a)(1)

  	
   

  	
  6.2, 6.5

  
	
  (a)(2)

  	
   

  	
  6.2

  
	
  (b)

  	
   

  	
  4.4(a)

  
	
  Section 318(a)

  	
   

  	
  15.6

  



 


Note:
This reconciliation and tie shall not, for any purpose, be deemed to be part of
the Indenture


 

















 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  Certain
  Terms Defined

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II ISSUE,
  DESCRIPTION, EXECUTION, REGISTRATION OF TRANSFER AND EXCHANGE OF SECURITIES

  	
  11

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  Amount,
  Series and Delivery of Securities

  	
  11

  
	
   

  	
   

  	
   

  
	
  2.2

  	
  Form of
  Securities and Trustee’s Certificate

  	
  15

  
	
   

  	
   

  	
   

  
	
  2.3

  	
  Denominations
  of and Payment of Interest on Securities

  	
  16

  
	
   

  	
   

  	
   

  
	
  2.4

  	
  Execution
  of Securities

  	
  17

  
	
   

  	
   

  	
   

  
	
  2.5

  	
  Registration,
  Transfer and Exchange of Securities

  	
  17

  
	
   

  	
   

  	
   

  
	
  2.6

  	
  Temporary
  Securities

  	
  19

  
	
   

  	
   

  	
   

  
	
  2.7

  	
  Mutilated,
  Destroyed, Lost or Stolen Securities

  	
  19

  
	
   

  	
   

  	
   

  
	
  2.8

  	
  Cancellation
  and Disposition of Surrendered Securities

  	
  20

  
	
   

  	
   

  	
   

  
	
  2.9

  	
  Authenticating
  Agents

  	
  20

  
	
   

  	
   

  	
   

  
	
  2.10

  	
  Deferrals
  of Interest Payment Dates

  	
  21

  
	
   

  	
   

  	
   

  
	
  2.11

  	
  Right
  of Set-Off

  	
  21

  
	
   

  	
   

  	
   

  
	
  2.12

  	
  Shortening
  or Extension of Stated Maturity

  	
  21

  
	
   

  	
   

  	
   

  
	
  2.13

  	
  Agreed
  Tax Treatment

  	
  22

  
	
   

  	
   

  	
   

  
	
  2.14

  	
  CUSIP
  and Other Numbers

  	
  22

  
	
   

  	
   

  	
   

  
	
  ARTICLE III REDEMPTION OF SECURITIES

  	
  22

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Applicability
  of Article

  	
  22

  
	
   

  	
   

  	
   

  
	
  3.2

  	
  Mailing
  of Notice of Redemption

  	
  22

  
	
   

  	
   

  	
   

  
	
  3.3

  	
  When
  Securities Called for Redemption Become Due and Payable

  	
  23

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV PARTICULAR COVENANTS OF THE COMPANY

  	
  24

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Payment
  of Principal of and Interest on Securities

  	
  24

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Maintenance
  of Offices or Agencies for Registration of Transfer, Exchange and Payment of
  Securities

  	
  24

  



 

















 


	
  4.3

  	
  Appointment
  to Fill a Vacancy in the Office of Trustee

  	
  24

  
	
   

  	
   

  	
   

  
	
  4.4

  	
  Duties
  of Paying Agent

  	
  24

  
	
   

  	
   

  	
   

  
	
  4.5

  	
  Further
  Assurances

  	
  25

  
	
   

  	
   

  	
   

  
	
  4.6

  	
  Certificate
  as to Defaults; Notices of Certain Defaults

  	
  25

  
	
   

  	
   

  	
   

  
	
  4.7

  	
  Waiver
  of Covenants

  	
  26

  
	
   

  	
   

  	
   

  
	
  4.8

  	
  Additional
  Tax Sums

  	
  26

  
	
   

  	
   

  	
   

  
	
  4.9

  	
  Additional
  Covenants

  	
  26

  
	
   

  	
   

  	
   

  
	
  4.10

  	
  Calculation
  of Original Issue Discount

  	
  27

  
	
   

  	
   

  	
   

  
	
  ARTICLE V SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY
  AND THE TRUSTEE

  	
  27

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Company
  to Furnish Trustee Information as to the Names and Addresses of
  Securityholders

  	
  27

  
	
   

  	
   

  	
   

  
	
  5.2

  	
  Trustee
  to Preserve Information as to the Names and Addresses of Securityholders
  Received by It

  	
  28

  
	
   

  	
   

  	
   

  
	
  5.3

  	
  Annual
  and Other Reports to be Filed by Company with Trustee

  	
  28

  
	
   

  	
   

  	
   

  
	
  5.4

  	
  Trustee
  to Transmit Annual Report to Securityholders

  	
  29

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON
  EVENT OF DEFAULT

  	
  30

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  Events
  of Default Defined

  	
  30

  
	
   

  	
   

  	
   

  
	
  6.2

  	
  Covenant
  of Company to Pay to Trustee Whole Amount Due on Securities on Default in
  Payment of Interest or Principal

  	
  32

  
	
   

  	
   

  	
   

  
	
  6.3

  	
  Application
  of Moneys Collected by Trustee

  	
  33

  
	
   

  	
   

  	
   

  
	
  6.4

  	
  Limitation
  on Suits by Holders of Securities

  	
  34

  
	
   

  	
   

  	
   

  
	
  6.5

  	
  On
  Default Trustee May Take Appropriate Action; Direct Action

  	
  34

  
	
   

  	
   

  	
   

  
	
  6.6

  	
  Rights
  of Holders of Majority in Principal Amount of Securities to Direct Trustee
  and to Waive Default

  	
  35

  
	
   

  	
   

  	
   

  
	
  6.7

  	
  Trustee
  to Give Notice of Defaults Known to It, but May Withhold in Certain
  Circumstances

  	
  36

  
	
   

  	
   

  	
   

  
	
  6.8

  	
  Requirement
  of an Undertaking to Pay Costs in Certain Suits Under the Indenture or
  Against the Trustee

  	
  36

  



 

















 


	
  ARTICLE VII CONCERNING THE TRUSTEE

  	
  36

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Upon
  Event of Default Occurring and Continuing, Trustee Shall Exercise Powers
  Vested in It, and Use Same Degree of Care and Skill in Their Exercise, as a
  Prudent Man Would Use

  	
  36

  
	
   

  	
   

  	
   

  
	
  7.2

  	
  Reliance
  on Documents, Opinions, Etc.

  	
  37

  
	
   

  	
   

  	
   

  
	
  7.3

  	
  Trustee
  Not Liable for Recitals in Indenture or in Securities

  	
  38

  
	
   

  	
   

  	
   

  
	
  7.4

  	
  May Hold
  Securities

  	
  38

  
	
   

  	
   

  	
   

  
	
  7.5

  	
  Moneys
  Received by Trustee to be Held in Trust without Interest

  	
  39

  
	
   

  	
   

  	
   

  
	
  7.6

  	
  Trustee
  Entitled to Compensation, Reimbursement and Indemnity

  	
  39

  
	
   

  	
   

  	
   

  
	
  7.7

  	
  Right
  of Trustee to Rely on Officer’s Certificate where No Other Evidence
  Specifically Prescribed

  	
  39

  
	
   

  	
   

  	
   

  
	
  7.8

  	
  Disqualification;
  Conflicting Interests

  	
  39

  
	
   

  	
   

  	
   

  
	
  7.9

  	
  Requirements
  for Eligibility of Trustee

  	
  39

  
	
   

  	
   

  	
   

  
	
  7.10

  	
  Resignation
  and Removal of Trustee

  	
  40

  
	
   

  	
   

  	
   

  
	
  7.11

  	
  Acceptance
  by Successor Trustee

  	
  41

  
	
   

  	
   

  	
   

  
	
  7.12

  	
  Successor
  to Trustee by Merger, Consolidation or Succession to Business

  	
  42

  
	
   

  	
   

  	
   

  
	
  7.13

  	
  Limitations
  on Preferential Collection of Claims by the Trustee

  	
  42

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII CONCERNING THE SECURITYHOLDERS

  	
  42

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  Evidence
  of Action by Securityholders

  	
  42

  
	
   

  	
   

  	
   

  
	
  8.2

  	
  Proof
  of Execution of Instruments and of Holding of Securities

  	
  43

  
	
   

  	
   

  	
   

  
	
  8.3

  	
  Who
  may be Deemed Owners of Securities

  	
  43

  
	
   

  	
   

  	
   

  
	
  8.4

  	
  Securities
  Owned by Company or Controlled or Controlling Persons Disregarded for Certain
  Purposes

  	
  43

  
	
   

  	
   

  	
   

  
	
  8.5

  	
  Instruments
  Executed by Securityholders Bind Future Holders

  	
  44

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX SECURITYHOLDERS’ MEETINGS

  	
  44

  
	
   

  	
   

  	
   

  
	
  9.1

  	
  Purposes
  for which Meetings may be Called

  	
  44

  
	
   

  	
   

  	
   

  
	
  9.2

  	
  Manner
  of Calling Meetings

  	
  45

  
	
   

  	
   

  	
   

  
	
  9.3

  	
  Call
  of Meeting by Company or Securityholders

  	
  45

  
	
   

  	
   

  	
   

  
	
  9.4

  	
  Who
  May Attend and Vote at Meetings

  	
  45

  



 

















 


	
  9.5

  	
  Regulations
  may be made by Trustee

  	
  45

  
	
   

  	
   

  	
   

  
	
  9.6

  	
  Manner
  of Voting at Meetings and Record to be Kept

  	
  46

  
	
   

  	
   

  	
   

  
	
  9.7

  	
  Exercise
  of Rights of Trustee, Securityholders and Registered owners of Preferred
  Securities Not to be Hindered or Delayed

  	
  46

  
	
   

  	
   

  	
   

  
	
  ARTICLE X SUPPLEMENTAL INDENTURES

  	
  46

  
	
   

  	
   

  	
   

  
	
  10.1

  	
  Purposes
  for which Supplemental Indentures may be Entered into Without Consent of
  Securityholders

  	
  46

  
	
   

  	
   

  	
   

  
	
  10.2

  	
  Modification
  of Indenture with Consent of Holders of a Majority in Principal Amount of
  Securities

  	
  48

  
	
   

  	
   

  	
   

  
	
  10.3

  	
  Effect
  of Supplemental Indentures

  	
  49

  
	
   

  	
   

  	
   

  
	
  10.4

  	
  Securities
  May Bear Notation of Changes by Supplemental Indentures

  	
  49

  
	
   

  	
   

  	
   

  
	
  10.5

  	
  Revocation
  and Effect of Consents

  	
  49

  
	
   

  	
   

  	
   

  
	
  10.6

  	
  Conformity
  with Trust Indenture Act

  	
  50

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI CONSOLIDATION, MERGER, SALE OR CONVEYANCE

  	
  50

  
	
   

  	
   

  	
   

  
	
  11.1

  	
  Company
  May Consolidate, Etc., on Certain Terms

  	
  50

  
	
   

  	
   

  	
   

  
	
  11.2

  	
  Successor
  Corporation Substituted

  	
  50

  
	
   

  	
   

  	
   

  
	
  11.3

  	
  Opinion
  of Counsel to Trustee

  	
  51

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII SATISFACTION AND DISCHARGE OF INDENTURE,
  UNCLAIMED MONEYS

  	
  51

  
	
   

  	
   

  	
   

  
	
  12.1

  	
  Satisfaction
  and Discharge of Indenture

  	
  51

  
	
   

  	
   

  	
   

  
	
  12.2

  	
  Application
  by Trustee of Funds Deposited for Payment of Securities

  	
  51

  
	
   

  	
   

  	
   

  
	
  12.3

  	
  Repayment
  of Moneys Held by Paying Agent

  	
  52

  
	
   

  	
   

  	
   

  
	
  12.4

  	
  Repayment
  of Moneys Held by Trustee

  	
  52

  
	
   

  	
   

  	
   

  
	
  12.5

  	
  Defeasance
  and Covenant Defeasance

  	
  52

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII
  IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES

  	
  55

  
	
   

  	
   

  	
   

  
	
  13.1

  	
  Incorporators,
  Stockholders, Officers, Directors and Employees of Company Exempt from
  Individual Liability

  	
  55

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIV SUBORDINATION OF SECURITIES

  	
  56

  
	
   

  	
   

  	
   

  
	
  14.1

  	
  Agreement
  to Subordinate

  	
  56

  



 

















 


	
  14.2

  	
  Obligation
  of the Company Unconditional

  	
  57

  
	
   

  	
   

  	
   

  
	
  14.3

  	
  Limitations
  on Duties to Holders of Priority Indebtedness of the Company

  	
  58

  
	
   

  	
   

  	
   

  
	
  14.4

  	
  Notice
  to Trustee of Facts Prohibiting Payment

  	
  58

  
	
   

  	
   

  	
   

  
	
  14.5

  	
  Application
  by Trustee of Moneys Deposited with It

  	
  58

  
	
   

  	
   

  	
   

  
	
  14.6

  	
  Subrogation

  	
  58

  
	
   

  	
   

  	
   

  
	
  14.7

  	
  Subordination
  Rights Not Impaired by Acts or Omissions of Company or Holders of Priority
  Indebtedness of the Company

  	
  59

  
	
   

  	
   

  	
   

  
	
  14.8

  	
  Authorization
  of Trustee to Effectuate Subordination of Securities

  	
  59

  
	
   

  	
   

  	
   

  
	
  14.9

  	
  No
  Payment when Priority Indebtedness of the Company in Default

  	
  59

  
	
   

  	
   

  	
   

  
	
  14.10

  	
  Right
  of Trustee to Hold Priority Indebtedness of the Company

  	
  60

  
	
   

  	
   

  	
   

  
	
  14.11

  	
  Article Fourteen
  Not to Prevent Defaults

  	
  60

  
	
   

  	
   

  	
   

  
	
  ARTICLE XV MISCELLANEOUS PROVISIONS

  	
  60

  
	
   

  	
   

  	
   

  
	
  15.1

  	
  Successors
  and Assigns of Company Bound by Indenture

  	
  60

  
	
   

  	
   

  	
   

  
	
  15.2

  	
  Acts
  of Board, Committee or Officer of Successor Corporation Valid

  	
  60

  
	
   

  	
   

  	
   

  
	
  15.3

  	
  Required
  Notices or Demands may be Served by Mail

  	
  60

  
	
   

  	
   

  	
   

  
	
  15.4

  	
  Officer’s
  Certificate and Opinion of Counsel to be Furnished upon Applications or
  Demands by the Company

  	
  60

  
	
   

  	
   

  	
   

  
	
  15.5

  	
  Payments
  Due on Saturdays, Sundays, and Holidays

  	
  61

  
	
   

  	
   

  	
   

  
	
  15.6

  	
  Provisions
  Required by Trust Indenture Act to Control

  	
  61

  
	
   

  	
   

  	
   

  
	
  15.7

  	
  Indenture
  and Securities to be Construed in Accordance with the Laws of the State of
  New York

  	
  61

  
	
   

  	
   

  	
   

  
	
  15.8

  	
  Provisions
  of the Indenture and Securities for the Sole Benefit of the Parties and the
  Securityholders

  	
  61

  
	
   

  	
   

  	
   

  
	
  15.9

  	
  Indenture
  may be Executed in Counterparts

  	
  62

  
	
   

  	
   

  	
   

  
	
  15.10

  	
  Securities
  in Foreign Currencies

  	
  62

  
	
   

  	
   

  	
   

  
	
  15.11

  	
  Table of Contents, Headings, Etc.

  	
  62

  



 














 


THIS JUNIOR SUBORDINATED INDENTURE (the “Indenture”), dated as
of November 1, 2009 between SCANA CORPORATION, a corporation duly
organized and existing under the laws of the State of South Carolina
(hereinafter sometimes referred to as the “Company”), and U.S. BANK NATIONAL
ASSOCIATION, a national banking association, as trustee (hereinafter sometimes
referred to as the “Trustee”).


 


WITNESSETH:


 


WHEREAS,
for its lawful corporate purposes, the Company has duly authorized the
execution and delivery of this Indenture, relating to the issuance from time to
time of the Company’s unsecured junior subordinated notes or other evidences of
indebtedness (hereinafter referred to as the “Securities”), without limit as to
principal amount, issuable in one or more series, the amount and terms of each
such series to be determined as hereinafter provided, including, without
limitation, the issuance of Securities to evidence loans made to the Company of
the proceeds from the issuance from time to time by one or more statutory
trusts (each a “SCANA Trust,” and collectively, the “SCANA Trusts”) of
preferred interests in such SCANA Trusts, having the rights provided for in
such SCANA Trusts (the “Preferred Securities” which may also be referred to,
without limitation, as the “Capital Securities”) and common interests in such
SCANA Trusts, having the rights provided for in such SCANA Trusts (the “Common
Securities,” and collectively with the Preferred Securities, the “Trust
Securities”), and setting forth the terms and conditions upon which the
Securities are to be authenticated, issued and delivered; and


 


WHEREAS,
all acts and things necessary to make the Securities when executed by the
Company and authenticated and delivered by the Trustee as in this Indenture
provided, the valid, binding and legal obligations of the Company, and to
constitute these presents a valid indenture and agreement according to its
terms, have been done and performed and the execution of this Indenture and the
issue hereunder of the Securities have in all respects been duly authorized,
and the Company, in the exercise of the legal rights and power vested in it,
executes this Indenture and proposes to make, execute, issue and deliver the
Securities;


 


NOW,
THEREFORE, in order to declare the terms and conditions upon which the
Securities are authenticated, issued and delivered, and in consideration of the
premises and of the purchase and acceptance of the Securities by the holders
thereof, the Company covenants and agrees with the Trustee, for the equal and proportionate
benefit of the respective holders from time to time of the Securities or of
series thereof, as follows:


 


ARTICLE I


DEFINITIONS


 


1.1          Certain
Terms Defined.  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 other terms used herein
which are defined in the Trust Indenture Act, whether directly or by reference
therein, have the meanings assigned to them therein (except as otherwise
expressly provided);


 


(c)           All accounting terms used
herein and not expressly defined herein shall have the meanings assigned to
them in accordance with accounting principles generally accepted in the United
States of America, and, except as otherwise herein expressly provided, the term
“generally accepted


 


1

















 


accounting principles” with
respect to any computation required or permitted hereunder shall mean such
accounting principles as are generally accepted in the United States of America
at the date of such computation; provided, that when two or more principles are
so generally accepted, it shall mean that set of principles consistent with
those in use by the Company; and


 


(d)           The terms “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.


 


Additional
Interest:


 


The
term “Additional Interest” means the interest, if any, that shall accrue on any
interest on the Securities of any series the payment of which has not been made
on the applicable interest payment date and which shall accrue at the rate per
annum specified or determined as specified in such Security.


 


Additional
Tax Sums:


 


The
term “Additional Tax Sums” has the meaning specified in Section 4.8.


 


Administrative
Trustee:


 


The
term “Administrative Trustee” means, in respect of any SCANA Trust, each Person
identified as an “Administrative Trustee” in the related Trust Agreement,
solely in such Person’s capacity as Administrative Trustee of such SCANA Trust
under such Trust Agreement and not in such Person’s individual capacity, or any
successor administrative trustee appointed as therein provided.


 


Authenticating
Agent:


 


The
term “Authenticating Agent” means any Authenticating Agent appointed by the
Trustee pursuant to Section 2.9.


 


Authorized
Newspaper:


 


The
term “Authorized Newspaper” means a newspaper in an official language of the
place of publication, customarily published at least once a day for at least
five days in each calendar week and of general circulation in each place in
connection with which the term is used or in the financial community of each
such place. Whenever successive publications are required to be made in an
Authorized Newspaper, the successive publications may be made in the same or in
a different newspaper meeting the foregoing requirements and in each case on
any day of the week. If it is impossible or, in the opinion of the Trustee,
impracticable to publish any notice in the manner herein provided, then such
publication in lieu thereof as shall be made with the approval of the Trustee
shall constitute a sufficient publication of such notice.


 


Board
of Directors or Board:


 


The
terms “Board of Directors” or “Board,” when used with reference to the Company,
mean the Board of Directors of the Company or the Executive Committee thereof
or any other committee of or created by the Board of Directors of the Company
(comprising two or more persons) duly authorized to act hereunder.


 


2

















 


Business
Day:


 


The
term “Business Day” means any day which is not (1) a Saturday or Sunday, (2) a
day on which banking institutions in The City of New York or the Federal
Reserve System  are authorized or
required by law or executive order to close or (3) a day on which the
principal corporate trust office of the Trustee or the Property Trustee is
closed for business.


 


Capital Securities:


 


The
term “Capital Securities” has the meaning specified in the recitals to this
Indenture.


 


Capital
Stock:


 


The
term “Capital Stock” means shares of capital stock of any class of the Company
whether now or hereafter authorized regardless of whether such capital stock
shall be limited to a fixed sum or percentage in respect of the rights of the
holders thereof to participate in dividends and in the distribution of assets
upon any voluntary or involuntary liquidation, dissolution or winding up.


 


Commission:


 


The
term “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
performing such duties on such date.


 


Common
Securities:


 


The
term “Common Securities” has the meaning specified in the recitals to this
Indenture.


 


Common
Stock:


 


The
term “Common Stock” means the common stock, no par value, of the Company.


 


Company:


 


The
term “Company” means SCANA Corporation, a corporation duly organized and
existing under the laws of the State of South Carolina and, subject to the
provisions of Article Eleven, shall also include its successors and
assigns.


 


Conversion
Event:


 


The
term “Conversion Event” means the cessation of use of (i) a Foreign
Currency both by the government of the country or the confederation or
association which issued such Foreign Currency and for the settlement of
transactions by a central bank or other public institutions of or within the
international banking community, (ii) the Euro both within the European
Monetary System and for the settlement of transactions by public institutions
of or within the European Union or (iii) any currency unit or composite
currency other than the Euro for the purposes for which it was established.


 


Covenant
Defeasance:


 


The
term “covenant defeasance” has the meaning specified in Section 12.5(c).


 


3

















 


Currency:


 


The
term “Currency”, with respect to any payment, deposit or other transfer in
respect of the principal of or any premium or interest on or any Additional
Interest with respect to any Security, means Dollars or the Foreign Currency,
as the case may be, in which such payment, deposit or other transfer is
required to be made by or pursuant to the terms hereof or such Security and,
with respect to any other payment, deposit or transfer pursuant to or
contemplated by the terms hereof or such Security, means Dollars.


 


Defeasance:


 


The
term “defeasance” has the meaning specified in Section 12.5(b).


 


Depositary:


 


The
term “Depositary” means, with respect to the Securities of any series issuable
or issued in whole or in part in the form of one or more global Securities, the
person designated as Depositary by the Company pursuant to Section 2.1
until a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter the term “Depositary” shall mean
or include each person who is then a Depositary hereunder and if at any time
there is more than one such person, the term “Depositary” as used with respect
to the Securities of any series shall mean the Depositary with respect to the
Securities of such series.


 


Distributions:


 


The
term “Distributions,” with respect to the Trust Securities issued by a SCANA
Trust, means amounts payable in respect of such Trust Securities as provided in
the related Trust Agreement and referred to therein as “Distributions.”


 


Dollar:


 


The
term “Dollars” or “$” means a dollar or other equivalent unit of legal tender
for payment of public or private debts in the United States of America.


 


Euro:


 


The
term “Euro” means the currency introduced at the third stage of the European
Economic Monetary Union, pursuant to the Treaty establishing the European
Community, as amended by the Treaty on European Union.


 


European
Money System:


 


The
term “European Monetary System” means the European Monetary System established
by the Resolution of December 5, 1978 of the European Council.


 


European
Union:


 


The
term “European Union” means the European Community, the European Coal and Steel
Community and the European Atomic Energy Community.


 


4

















 


Event of Default:


 


The term “Event of Default” with respect to
Securities of any series shall mean any event specified as such in Section 6.1
and any other event as may be established with respect to the Securities of such
series as contemplated by Section 2.1.


 


Exchange Act:


 


The term “Exchange Act” has the meaning specified in
Section 2.2.


 


Extension
Period:


 


The
term “Extension Period” has the meaning specified in Section 2.10.


 


Foreign
Currency:


 


The
term “Foreign Currency” means any currency, currency unit or composite
currency, including, without limitation, the Euro, issued by the government of
one or more countries other than the United States of America or by any
recognized confederation or association of such governments.


 


Governmental
Obligation:


 


The
term “Government Obligations” means securities which are (i) direct
obligations of the United States of America or the other government or
governments in the confederation or association which issued the Foreign Currency
in which the principal of or any premium or interest on the Securities of a
series or any Additional Interest in respect thereof shall be payable, in each
case where the payment or payments thereunder are supported by the full faith
and credit of such government or governments or (ii) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America or such other government or governments, in
each case where the timely payment or payments thereunder are unconditionally
guaranteed as a full faith and credit obligation by the United States of
America or such other government or governments, and which, in the case of (i) or
(ii), are not callable or redeemable at the option of the issuer or issuers
thereof, and shall also include a depository receipt issued by a bank or trust
company as custodian with respect to any such Government Obligation or a
specific payment of interest on or principal of or other amount with respect to
any such Government Obligation held by such custodian for the account of the
holder of a depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to
the holder of such depository receipt from any amount received by the custodian
in respect of the Government Obligation or the specific payment of interest on
or principal of or other amount with respect to the Government Obligation
evidenced by such depository receipt.


 


Indenture:


 


The
term “Indenture” means this instrument as originally executed, or, if amended
or supplemented as herein provided, then as so amended or supplemented, and
shall include the form and terms of particular series of Securities established
as contemplated by Sections 2.1 and 2.2.


 


Investment
Company Event:


 


The
term “Investment Company Event” means in respect of a SCANA Trust, the receipt
by the Company and a SCANA Trust of an Investment Company Event Opinion (as
defined in the relevant Trust 


 


5

















 


Agreement)
to the effect that, as a result of the occurrence of a change in law or
regulation or a change in interpretation or application of law or regulation by
any legislative body, court, governmental agency or regulatory authority (a “Change
in 1940 Act Law”), such SCANA Trust is or will be considered an investment
company that is required to be registered under the 1940 Act, which Change in
1940 Act Law becomes effective on or after the date of original issuance of the
Preferred Securities of such SCANA Trust.


 


Maturity:


 


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


 


1940
Act:


 


The
term “1940 Act” means the Investment Company Act of 1940, as amended.


 


Officer:


 


The
term “Officer” means the Chairman of the Board, the Chief Executive Officer,
the President, the Chief Financial Officer, any Vice President (whether or not
designated by a number or word added before or after the title vice president),
the Treasurer or the Controller of the Company.


 


Officer’s
Certificate:


 


The
term “Officer’s Certificate” shall mean a certificate signed by an Officer and
delivered to the Trustee. Each such certificate shall include the statements
provided for in Section 15.4, if and to the extent required by the
provisions thereof and will comply with Section 314 of the Trust Indenture
Act.


 


Opinion
of Counsel:


 


The
term “Opinion of Counsel” shall mean a written opinion of counsel, who shall be
reasonably satisfactory to the Trustee, and who may be an employee of, or
counsel to, the Company and delivered to the Trustee. Each such opinion shall
include the statements provided for in Section 15.4, if and to the extent
required by the provisions thereof and will comply with Section 314 of the
Trust Indenture Act.


 


Original
Issue Date:


 


The
term “Original Issue Date” means the first date of issuance of each Security.


 


Original
Issue Discount Security:


 


The
term “Original Issue Discount Security” shall mean any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
declaration pursuant to Section 6.1.


 


Paying
Agent:


 


The
term “Paying Agent” means the Trustee or any Person or Persons authorized by
the Company to pay the principal or interest on any Securities on behalf of the
Company.


 


6

















 


Person:


 


The
term “Person” or “person” means any individual, corporation, estate,
partnership, joint venture, association, joint stock company, limited liability
company, trust, unincorporated association or government or any agency or
political subdivision thereof, or any other entity of whatever nature.


 


Preferred
Securities:


 


The
term “Preferred Securities” has the meaning specified in the recitals to this
Indenture.


 


Principal:


 


The
term “principal,” whenever used with reference to the Securities or any
Security or any portion thereof, shall be deemed to include “and premium, if
any.”


 


Priority
Indebtedness of the Company:


 


The
term “Priority Indebtedness of the Company” means (i) any current or
future indebtedness of the Company for borrowed or purchased money, whether or
not evidenced by bonds, debentures, notes or other similar written instruments,
(ii) obligations of the Company under synthetic leases, finance leases and
capitalized leases, (iii) obligations of the Company for reimbursement
under letters of credit, banker’s acceptances, security purchase facilities or
similar facilities issued for the account of the Company, (iv) any
indebtedness or other obligations of the Company with respect to derivative
contracts, including but not limited to commodity contracts, interest rate,
commodity and currency swap agreements, forward contracts, and other similar
agreements or arrangements designed to protect against fluctuations in
commodity prices, currency exchange or interest rates, (v) obligations
which by their terms rank on a parity with obligations of the type described in
(i), (ii), (iii) or (iv) above, and (vi) any guarantees,
endorsements, assumptions (other than by endorsement of negotiable instruments
for collection in the ordinary course of business) or other similar contingent
obligations in respect of obligations of others of a type described in (i),
(ii), (iii), (iv) or (v) above, whether or not such obligation is
classified as a liability on a balance sheet prepared in accordance with
generally accepted accounting principles, in each case listed in (i), (ii),
(iii), (iv), (v) and (vi) above whether outstanding on the date of
execution of this Indenture or thereafter incurred, other than obligations
ranking on a parity with the Securities or ranking junior to the Securities;
provided, however, that “Priority Indebtedness of the Company” does not include
any indebtedness of the Company to any of its Subsidiaries.


 


Property
Trustee:


 


The
term “Property Trustee” means, in respect of any SCANA Trust, the commercial
bank or trust company identified as the “Property Trustee” in the related Trust
Agreement, solely in its capacity as Property Trustee of such SCANA Trust under
such Trust Agreement and not in its individual capacity, or its successor in
interest in such capacity, or any successor property trustee appointed as
therein provided.


 


Ranking
junior to the Securities:


 


The
term “ranking junior to the Securities” when used with respect to any
obligation of the Company means any other obligation of the Company which (a) ranks
junior to and not equally with or prior to the Securities (or any other
obligations of the Company ranking on a parity with the Securities) in right of
payment upon the happening of any event of the kind specified in the first
sentence of the second paragraph of Section 14.1, or (b) is
specifically designated as ranking junior to the Securities by express
provision in the instrument creating or evidencing such obligation.


 


7

















 


The
securing of any obligations of the Company, otherwise ranking junior to the
Securities, shall be deemed to prevent such obligations from constituting
obligations ranking junior to the Securities.


 


Ranking
on a parity with the Securities:


 


The
term “ranking on a parity with the Securities” when used with respect to any
obligation of the Company means (a) any obligation of the Company which
ranks equally with and not prior to the Securities in right of payment upon the
happening of any event of the kind specified in the first sentence of the
second paragraph of Section 14.1, (b) any SCANA Guarantee of
Preferred Securities of any SCANA Trust or other entity affiliated with the
Company that is a financing entity of the Company and holds Securities issued
under this Indenture, or (c) any obligation of the Company which is
specifically designated as ranking on a parity with the Securities by express
provision in the instrument creating or evidencing such obligation.


 


The
securing of any obligations of the Company, otherwise ranking on a parity with
the Securities, shall not be deemed to prevent such obligations from
constituting obligations ranking on a parity with the Securities.


 


Record
Date:


 


The
term “record date” has the meaning specified in Section 2.3.


 


Redemption;
redeem; redeemable; etc.:


 


The
terms “redemption,” “redeem” and “redeemable” when used with respect to any
Security, shall include, without limitation, any prepayment or repayment
provisions applicable to such Security.


 


Register:


 


The
term “Register” has the meaning specified in Section 2.5.


 


Resolution
of the Company:


 


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


 


Responsible
Officer:


 


The
term “Responsible Officer”, when used with respect to the Trustee, means an
officer of the Trustee in the principal office of the Trustee, having direct responsibility
for the administration of this Indenture, and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer’s knowledge of and familiarity with the particular subject.


 


Rights
Plan:


 


The
term “Rights Plan” means a plan of the Company providing for the issuance by
the Company to all holders of its Common Stock of rights entitling the holders
thereof to subscribe for or purchase shares of Common Stock or any class or
series of preferred stock, which rights (i) are deemed to be transferred
with such shares of Common Stock, (ii) are not exercisable and (iii) are
also issued in respect of future issuances of Common Stock, in each case until
the occurrence of a specified event or events.


 


8

















 


SCANA
Guarantee:


 


The
term “SCANA Guarantee” means the guarantee by the Company of distributions on
the Preferred Securities of a SCANA Trust to the extent provided in the
Guarantee Agreement (as defined in the related Trust Agreement).


 


SCANA
Trust:


 


The
terms “SCANA Trust” and “SCANA Trusts” each have the meaning specified in the
recitals to this Indenture.


 


Security
or Securities; outstanding:


 


The
term “Security” or “Securities” means any security or securities of the
Company, as the case may be, without regard to series, authenticated and
delivered under this Indenture.


 


The
term “outstanding,” when used with reference to Securities and subject to the
provisions of Section 8.4, means as of any particular time, all Securities
authenticated and delivered by the Trustee under this Indenture, except


 


(a)           Securities theretofore
canceled by the Trustee or delivered to the Trustee for cancellation;


 


(b)           Securities, or portions
thereof, for the payment or redemption of which moneys in the necessary amount
shall have been deposited in trust with the Trustee or with any Paying Agent
(other than the Company) or shall have been set aside and segregated in trust
by the Company (if the Company shall act as its own Paying Agent), provided
that such Securities shall have reached their Stated Maturity or, if such
Securities are to be redeemed prior to the Stated Maturity thereof, notice of
such redemption shall have been given as in Article Three provided, or
provision satisfactory to the Trustee shall have been made for giving such
notice;


 


(c)           Securities in lieu of or in
substitution for which other Securities shall have been authenticated and
delivered or which have been paid pursuant to the terms of Section 2.7
unless proof satisfactory to the Trustee is presented that any such Securities
are held by a bona fide purchaser in whose hands any of such Securities is a
valid, binding and legal obligation of the Company; and


 


(d)           Any such Security with respect to
which the Company has effected defeasance or covenant defeasance pursuant to Section 12.5,
except to the extent provided in Section 12.5.


 


In
determining whether the holders of the requisite principal amount of
outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, the principal amount of an
Original Issue Discount Security 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 6.1.


 


Secretary:


 


The
term “Secretary” means the Corporate Secretary or an Assistant Corporate
Secretary of the Company.


 


9














 


Securityholder;
holder of Securities; holder; registered holder:


 


The
terms “Securityholder,” “holder of Securities,” “holder,” “registered holder”
or other similar terms, mean any person who shall at the time be the registered
holder of any Security or Securities on the Register kept for that purpose in
accordance with the provisions of this Indenture.


 


Stated
Maturity:


 


The
term “Stated Maturity” when used with respect to any Security or any
installment of principal thereof or interest thereon means the date specified
pursuant to the terms of such Security as the date on which the principal of
such Security or such installment of interest is due and payable in the case of
such principal, as such date may be shortened or extended as provided pursuant
to the terms of such Security and this Indenture.


 


Subsidiary:


 


The
term “Subsidiary” means any corporation (or the equivalent type of entity in
other jurisdictions) more than 50% of the outstanding voting stock of which is
owned, directly or indirectly, by the Company or by one or more other
Subsidiaries, or by the Company and one or more other Subsidiaries. For the
purposes of this definition, “voting stock” means stock or equity interests
which ordinarily has voting power for the election of directors, members or
partners, whether at all times or only so long as no senior class of stock has
such voting power by reason of any contingency.


 


Tax
Event:


 


The
term “Tax Event” means the receipt by the Company and/or a SCANA Trust of a Tax
Event Opinion (as defined in the relevant Trust Agreement, applicable
Resolution of the Company, Officer’s Certificate or supplemental indenture
hereto) to the effect that, as a result of any amendment to, or change
(including any announced prospective change) in, the laws (or any regulations
thereunder) of the United States or any political subdivision or taxing
authority thereof or therein, or as a result of any official administrative
written decision or pronouncement or judicial decision interpreting or applying
such laws or regulations, which amendment or change is effective or which
pronouncement or decision is announced on or after the date of issuance of the
Securities, there is more than an insubstantial risk that (i) the SCANA
Trust is, or will be within 90 days after the date of such Tax Event Opinion,
subject to United States federal income tax with respect to income received or
accrued on the corresponding series of Securities issued by the Company to such
SCANA Trust, (ii) interest payable by the Company on such corresponding
series of Securities is not, or within 90 days of the date of such Tax Event
Opinion, will not be, deductible by the Company, in whole or in part, for
United States federal income tax purposes, or (iii) the SCANA Trust is, or
will be within 90 days after the date of such Tax Event Opinion, subject to
more than a de minimis amount of other taxes, duties
or other governmental charges.


 


Trust
Agreement:


 


The
term “Trust Agreement” means the Trust Agreement governing any SCANA Trust,
whether now existing or created in the future, which purchased the Securities
of any series in each case.


 


Trustee;
Principal Office of the Trustee:


 


The
term “Trustee” means the Person named as the “Trustee” in the first paragraph
of this instrument, and, subject to the provisions of Article Seven, shall
also include its successors. The term 


 


10

















 


“principal
office” of the Trustee shall mean the principal corporate trust office of the
Trustee in The City of Columbia, State of South Carolina, at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered. The present address of the office at which the
corporate trust business of the Trustee is administered is 1441 Main Street, Suite 775,
Columbia, South Carolina 29201.


 


Trust Indenture Act:


 


Except
as herein otherwise expressly provided or unless the context requires
otherwise, the term “Trust Indenture Act” shall mean the Trust Indenture Act of
1939, as amended by the Trust Indenture Reform Act of 1990, as in force at the
date as of which this Indenture was originally executed; provided, however,
that, in the event that the Trust Indenture Act is amended after such date,
then “Trust Indenture Act” means, to the extent required by any such amendment,
the Trust Indenture Act of 1939 as so amended.


 


Trust
Securities:


 


The
term “Trust Securities” has the meaning specified in the recitals to this
Indenture


 


ARTICLE II


ISSUE, DESCRIPTION, EXECUTION,
REGISTRATION OF TRANSFER


AND EXCHANGE OF SECURITIES


 


2.1          Amount, Series and Delivery
of Securities.  The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.


 


The
Securities may be issued in one or more series. The terms of each series (which
terms shall not be inconsistent with the provisions of this Indenture), shall
either be established in or pursuant to a Resolution of the Company and set
forth in an Officer’s Certificate, or set forth in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series and
shall specify:


 


(a)           The designation of the
Securities of such series (which shall distinguish the Securities of the series
from all other Securities and which shall include the word “subordinated” or a
word of like meaning);


 


(b)           Any limit upon the aggregate
principal amount of the Securities of such series which may be executed,
authenticated and delivered under this Indenture; provided, however, that
nothing contained in this Section or elsewhere in this Indenture or in
such Securities or in a Resolution of the Company or Officer’s Certificate or
supplemental indenture is intended to or shall limit execution by the Company
or authentication and delivery by the Trustee of Securities under the circumstances
contemplated by Sections 2.5, 2.6, 2.7, 3.2, 3.3 and 10.4;


 


(c)           The date or dates (if any)
on which the principal of the Securities of such series is payable or the
method or methods, if any, by which such date or dates shall be determined and
the circumstances, if any, under which such date or dates may be shortened or
extended, either automatically or at the election of the Company;


 


(d)           The rate or rates at which
the Securities of such series shall bear interest, if any, the rate or rates
and extent to which Additional Interest or other interest, if any, shall be
payable, the date or dates from which such interest shall accrue, the dates on
which such interest shall be payable, the record date for the interest payable
on any interest payment date and the right of the Company to defer or extend an
interest payment date;


 


11

















 


(e)           The place or places where
Securities of such series may be presented for payment and for the other
purposes provided in Section 4.2;


 


(f)            Any price or prices at
which, any period or periods within which, and any terms and conditions upon
which Securities of such series may be redeemed or prepaid, in whole or in
part, at the option of the Company;


 


(g)           The type or types (if any) of
Capital Stock of the Company into which, any period or periods within which,
and any terms and conditions upon which Securities of such series may be made
payable, converted, exchanged in whole or in part, at the option of the holder
or of the Company;


 


(h)           If other than denominations
of $1,000 and any whole multiple thereof, the denominations in which Securities
of such series shall be issuable;


 


(i)            If other than the principal
amount thereof, the portion of the principal amount of Securities of such series
which shall be payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 6.1;


 


(j)            If other than such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public or private debts, the coin or currency (which may
be a composite currency) in which payment of the principal of and interest, if
any, on the Securities of such series shall be payable;


 


(k)           If the principal of or
interest, if any, on the Securities of such series are to be payable, at the
election of the Company or a holder thereof, in a coin or currency (including
composite currency) other than that in which the Securities of such series are
stated to be payable, the period or periods within which, and the terms and
conditions upon which, such election may be made;


 


(l)            If the amounts of payments
of principal of or interest, if any, on the Securities of such series may be
determined with reference to an index based on a coin or currency (including
composite currency) other than that in which the Securities of such series are
stated to be payable, or any other index (including commodity or equity
indices), the manner in which such amounts shall be determined;


 


(m)          If the Securities of such
series are payable at Maturity or upon earlier redemption in Capital Stock, the
terms and conditions upon which such payment shall be made;


 


(n)           The person or persons who
shall be registrar for the Securities of such series, and the place or places
where the Register of Securities of the series shall be kept;


 


(o)           Any deletions from,
modifications of or additions to the Events of Default or covenants of the
Company with respect to any of such Securities, whether or not such Events of
Default or covenants are consistent with the Events of Default or covenants set
forth herein;


 


(p)           Whether any Securities of
such series are to be issuable in global form with or without coupons, and, if
so, the Depositary for such global Securities and the applicability (if any) of
the rules and procedures of the Depositary related to the administration
of such global Securities, the registration for transfer and exchange and the
dissemination of notices and other documents contemplated hereby, and whether
beneficial owners of interests in any such global Security may 


 


12

















 


exchange
such interests for definitive Securities of such series and of like tenor of
any authorized form and denomination and the circumstances under which, and the
place or places where, any such exchanges may occur, if other than in the
manner provided in Section 2.5;


 


(q)           The form of the related
Trust Agreement and SCANA Guarantee, if applicable;


 


(r)            Whether any Securities of
such series are subject to any securities law or other restrictions on
transfer; and any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture);


 


(s)           If the principal of or interest, if any, on the Securities
of such series are to be payable, at the election of the Company or a holder
thereof or otherwise, in Capital Stock, with the proceeds of Capital Stock or
from any other specific source of funds, the period or periods within which,
and the terms and conditions upon which, such elections and/or payments shall
be made;


 


(t)            If either or both of Section 12.5(b) relating
to defeasance or Section 12.5(c) relating to covenant defeasance
shall not be applicable to the Securities of such series, or any covenants
relating to the Securities of such series which shall be subject to covenant
defeasance, and any deletions from, modifications or additions to, the
provisions of Article Twelve in respect of the Securities of such series;


 


(u)           If the provisions of Section 4.9 prohibiting the
declaration or payment of dividends or distributions on, or redemptions,
purchases, acquisitions or liquidation payments with respect to, shares of the
Company’s Capital Stock shall not be applicable;


 


(v)           If the Company is obligated to redeem or purchase any of
such Securities pursuant to any sinking fund or analogous provision or at the
option of any holder thereof and, if so, the date or dates on which, the period
or periods within which, the price or prices at which and the other terms and
conditions upon which such Securities shall be redeemed or purchased, in whole
or in part, pursuant to such obligation, and any provisions for the remarketing
of such Securities so redeemed or purchased; and


 


(w)          Or in any case, the method for determining such terms, the
persons authorized to determine such terms and the limits, if any, within which
any such determination of such terms is to be made.


 


The
Securities of all series shall be subordinate to Priority Indebtedness of the
Company as provided in Article Fourteen. The applicable Resolution of the
Company, Officer’s Certificate or supplemental indenture may provide that
Securities of any particular series may be issued at various times, with
different dates on which the principal or any installment of principal is
payable, with different rates of interest, if any, or different methods by
which interest may be determined, with different dates from which such interest
shall accrue, with different dates on which such interest may be payable or
with any different terms other than Events of Default but all such Securities
of a particular series shall for all purposes under this Indenture including,
but not limited to, voting and Events of Default, be treated as Securities of a
single series.


 


Notwithstanding
Section 2.1(b) and unless otherwise expressly provided with respect
to a series of Securities, the aggregate principal amount of a series of
Securities may be increased and additional Securities of such series may be
issued up to the maximum aggregate principal amount authorized with respect to
such series as increased.


 


13

















 


If
any of the terms of any series of Securities are established by action taken
pursuant to a Resolution of the Company, a copy of an appropriate record of
such action shall be certified by a Secretary and delivered to the Trustee at
or prior to the delivery of the Officer’s Certificate or supplemental indenture
setting forth the terms of the series.


 


At
any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication by it, and the Trustee shall
thereupon authenticate and deliver such Securities to or upon the written order
of the Company, signed by an Officer, without any further corporate action by
the Company. If the form or terms of the Securities of the series have been
established in or pursuant to a Resolution of the Company and set forth in an
Officer’s Certificate, or set forth in one or more supplemental indentures
hereto, as permitted by this Section and Section 2.2, in
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 7.1) shall be fully protected
in relying upon:


 


(a)           an Opinion of Counsel to the effect that:


 


i.              the form or forms and terms, or if all Securities of
such series are not to be issued at one time, the manner of determining the
terms of such Securities, have been established in conformity with the
provisions of this Indenture;


 


ii.             all conditions precedent provided for in this
Indenture to the authentication and delivery of such Securities have been
complied with and that such Securities when completed by appropriate
insertions, executed and delivered by the Company to the Trustee for
authentication pursuant to this Indenture, and authenticated and delivered by
the Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms, except as enforcement thereof may be subject to or
limited by bankruptcy, insolvency, reorganization, moratorium, arrangement,
fraudulent conveyance, fraudulent transfer or other similar laws relating to or
affecting creditors’ rights generally, and subject to general principles of
equity (regardless of whether enforcement is sought in a proceeding in equity or
at law); and


 


iii.            if the Securities of such series have been
registered under the Securities Act, this Indenture has been qualified under
the Trust Indenture Act; and


 


(b)           an Officer’s Certificate stating that, to the best
knowledge of the Persons executing such certificate, no event which is, or
after notice or lapse of time would become, an Event of Default with respect to
any of the Securities shall have occurred and be continuing.


 


The
Trustee shall not be required to authenticate such Securities if the issue of
such Securities pursuant to this Indenture will affect the Trustee’s own
rights, duties or immunities under the Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the Trustee.


 


If
all the Securities of any series are not to be issued at one time, it shall not
be necessary to deliver either an Opinion of Counsel or an Officer’s
Certificate at the time of issuance of each Security, provided that such
Opinion of Counsel and Officer’s Certificate, with appropriate modifications,
are instead delivered at or prior to the time of issuance of the first Security
of such series.


 


Each
Security shall be dated the date of its authentication.


 


14

















 


2.2          Form of
Securities and Trustee’s Certificate.  The Securities of each series shall be
substantially of the tenor and terms as shall be authorized in or pursuant to a
Resolution of the Company and set forth in an Officer’s Certificate, or set
forth in an indenture or indentures supplemental hereto 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 or designation and such legends or endorsements
thereon as the Company may deem appropriate and as are not inconsistent with
the provisions of this Indenture, or as may be required to comply with any law
or with any rule or regulation made pursuant thereto or with any rule or
regulation of any stock exchange or automated quotation system on which the
Securities may be listed, or to conform to usage. If the form of Securities of any series is authorized by action taken
pursuant to a Resolution of the Company, a copy of an appropriate record of
such action shall be certified by a Secretary and delivered to the Trustee at
or prior to the delivery of the Officer’s Certificate or one or more indentures
supplemental hereto contemplated by Section 2.1 setting forth the terms of
the series.


 


The
Securities may be printed, lithographed or fully or partly engraved.


 


The
Trustee’s certificate of authentication shall be in substantially the following
form:


 


“This
is one of the Securities, of the series designated herein, referred to in the
within-mentioned Indenture.


 


, as Trustee


 


 


	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Officer”

  



 


If
Securities of a series are issuable in global form, as specified pursuant to Section 2.1,
then, notwithstanding clause (h) of Section 2.1 and the provisions of
Section 2.3, such Security shall represent such amount of the outstanding
Securities of such series as shall be specified therein and may provide that it
shall represent the aggregate amount of outstanding Securities of such series
from time to time endorsed thereon and that the aggregate amount of outstanding
Securities of such series represented thereby may from time to time be
increased or reduced to reflect exchanges or transfers (in any event, not to
exceed the aggregate principal amount authorized from time to time pursuant to Section 2.1).
Any endorsement of a Security in global form to reflect the amount, or any
increase or decrease in the amount, of outstanding Securities represented
thereby shall be made by the Trustee in such manner and upon instructions given
by such person or persons as shall be specified in such Security or by the
Company. Subject to the provisions of Section 2.4 and, if applicable, Section 2.6,
the Trustee shall deliver and redeliver any Security in global form in the
manner and upon written instructions given by the person or persons specified
in such Security or by the Company. Any instructions by the Company with
respect to endorsement or delivery or redelivery of a Security in global form
after the original issuance of the Securities of such series shall be in
writing, and shall not be objected to in writing by the Depositary, but need
not comply with Section 15.4 and need not be accompanied by an Opinion of
Counsel.


 


Unless
otherwise specified pursuant to Section 2.1, payment of principal of and
any interest on any Security in global form shall be made to the person or
persons specified therein.


 


The
owners of beneficial interests in any global Security shall have no rights
under this Indenture with respect to any global Security held on their behalf
by a Depositary, and such Depositary may be treated by the Company, the
Trustee, and any agent of the Company or the Trustee as the sole holder and
owner of 


 


15

















 


such
global Security 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 a Depositary, or impair, as between a
Depositary and its participants in any global Security, the operation of
customary practices governing the exercise of the rights of a holder of a
Security of any series, including, without limitation, the granting of proxies
or other authorization of participants to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action that a holder
is entitled to give or take under this Indenture.


 


Neither
the Company, the Trustee nor any Authenticating Agent will 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 Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.


 


Each
Depositary designated pursuant to Section 2.1 for a global Security must,
at the time of its designation and at all times while it serves as Depositary,
be a clearing agency registered under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and any other applicable statute or regulation.


 


2.3          Denominations
of and Payment of Interest on Securities.  The
Securities of each series shall be issuable as fully registered Securities
without coupons in such denominations as shall be specified as contemplated by Section 2.1
(except as provided in Section 2.2 and Section 2.6). In the absence
of any such provisions with respect to the Securities of any series, the
Securities of such series shall be issuable in denominations of $1,000 and
integral multiples of $1,000 in excess thereof.


 


If
the Securities of any series shall bear interest, each Security of such series
shall bear interest from the applicable date at the rate or rates per annum,
and such interest shall be payable on the dates, specified on, or determined in
the manner provided in, the Security. The person in whose name any Security is
registered at the close of business on any record date (as defined below) for
the Security with respect to any interest payment date for such Security shall
be entitled to receive the interest payable thereon on such interest payment
date notwithstanding the cancellation of such Security upon any registration of
transfer, exchange or conversion thereof subsequent to such record date and prior
to such interest payment date, unless such Security shall have been called for
redemption on a date fixed for redemption subsequent to such record date and
prior to such interest payment date or unless the Company shall default in the
payment of interest due on such interest payment date on such Security, in
which case such defaulted interest shall be paid to the person in whose name
such Security (or any Security or Securities issued upon registration of
transfer or exchange thereof) is registered at the close of business on the
record date for the payment of such defaulted interest, or except as otherwise
specified as contemplated by Section 2.1. The term “record date” as used
in this Section with respect to any regular interest payment date for any
Security shall mean such day or days as shall be specified as contemplated by Section 2.1;
provided, however, that in the absence of any such provisions with respect to
any Security, such term shall mean: (1) if such interest payment date is
the first day of a calendar month, the fifteenth day of the calendar month next
preceding such interest payment date; or (2) if such interest payment date
is the fifteenth day of a calendar month, the first day of such calendar month;
provided, further, that (except as otherwise specified as contemplated by Section 2.1)
if the day which would be the record date as provided herein is not a Business
Day, then it shall mean the Business Day next preceding such day. Such term, as
used in this Section, with respect to the payment of any defaulted interest on
any Security shall mean (except as otherwise specified as contemplated by Section 2.1)
the fifth day next preceding the date fixed by the Company for the payment of
defaulted interest, established by notice given by first class mail (except as
otherwise specified as contemplated by Section 2.1) by or on behalf of the
Company to the holder of such Security not less than ten days preceding such
record date, or, if such fifth day is not a Business Day, the Business Day next
preceding such fifth day.


 


16

















 


2.4          Execution
of Securities.  The
Securities shall be signed on behalf of the Company, manually or in facsimile,
by an Officer. Only such Securities as shall bear thereon a certificate of
authentication substantially in the form recited herein, executed by or on
behalf of the Trustee manually by an authorized officer, shall be entitled to
the benefits of this Indenture or be valid or obligatory for any purpose. Such
certificate of authentication by the Trustee upon any Security executed by the
Company shall be conclusive evidence that the Security so authenticated has
been duly authenticated and delivered hereunder and that the holder is entitled
to the benefits of this Indenture. Typographical or other errors or defects in
the seal or facsimile signature on any Security or in the text thereof shall
not affect the validity or enforceability of such Security if it has been duly
authenticated and delivered by the Trustee.


 


In
case any officer of the Company who shall have signed any of the Securities,
manually or in facsimile, shall cease to be such officer before the Securities
so signed shall have been authenticated and delivered by the Trustee, or
disposed of by the Company, such Securities nevertheless may be authenticated
and delivered or disposed of as though the person who signed such Securities
had not ceased to be such officer of the Company; and any Security may be
signed on behalf of the Company, manually or in facsimile, by such persons as,
at the actual date of the execution of such Security, shall be the proper
officers of the Company, although at the date of the execution of this
Indenture any such person was not such officer.


 


2.5          Registration,
Transfer and Exchange of Securities.  Securities of any series (other than a global
Security, except as set forth below) may be exchanged for a like aggregate
principal amount of Securities of the same series of the same tenor and terms
of other authorized denominations. Securities to be exchanged shall be
surrendered at the offices or agencies to be maintained by the Company in
accordance with the provisions of Section 4.2 and the Company shall
execute and the Trustee shall authenticate and deliver, or cause to be
authenticated and delivered, in exchange therefor the Security or Securities
which the Securityholder making the exchange shall be entitled to receive.


 


The
Company shall keep, at one of the offices or agencies to be maintained by the
Company in accordance with the provisions of Section 4.2 with respect to
the Securities of each series, a Register (the “Register”) in which, subject to
such reasonable regulations as it may prescribe, the Company shall register the
Securities of such series and the transfer of Securities of such series as in
this Article provided. Such Register shall be in written form or in any
other form capable of being converted into written form within a reasonable
time. At all reasonable times the Register shall be open for inspection by the
Trustee and any registrar of the Securities of such series other than the
Trustee. Upon due presentment for registration of transfer of any Security of
any series at the offices or agencies of the Company to be maintained by the
Company in accordance with Section 4.2 with respect to the Securities of
such series, the Company shall execute and register and the Trustee shall
authenticate and deliver in the name of the transferee or transferees a new
Security or Securities of the same series of like tenor and terms for a like aggregate
principal amount of authorized denominations.


 


Every
Security issued upon registration of transfer or exchange of Securities
pursuant to this Section shall be the valid obligation of the Company,
evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Security or Securities surrendered upon registration of such
transfer or exchange.


 


All
Securities of any series presented or surrendered for exchange, registration of
transfer, redemption, conversion or payment shall, if so required by the
Company or any registrar of the Securities of such series, be accompanied by a
written instrument or instruments of transfer, in form satisfactory to the
Company and such registrar, duly executed by the registered holder or by his attorney
duly authorized in writing.


 


17

















 


No
service charge shall be made for any exchange or registration of transfer of
Securities, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto.


 


The
Company shall not be required to exchange or register the transfer of (a) any
Securities of any series during a period beginning at the opening of business
15 days before the day of the mailing of a notice of redemption of outstanding
Securities of such series and ending at the close of business on the relevant
redemption date, or (b) any Securities or portions thereof called or
selected for redemption, except, in the case of Securities called for
redemption in part, the portion thereof not so called for redemption.


 


Notwithstanding
any other provision of this Section, unless and until it is exchanged in whole
or in part for Securities in definitive form, a global Security representing all
or a portion of the Securities of a series may not be transferred, except as a
whole by the Depositary for such series to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor Depositary
for such series or a nominee of such successor Depositary.


 


Notwithstanding
the foregoing, except as otherwise specified pursuant to Section 2.1, any
global Security shall be exchangeable pursuant to this Section only as
provided in this paragraph. If at any time the Depositary for the Securities of
a series notifies the Company that it is unwilling or unable to continue as
Depositary for the Securities of such series, or if at any time the Depositary
for the Securities of such series shall cease to be a “clearing agency”
registered under the Exchange Act, the Company shall appoint a successor
Depositary with respect to the Securities of such series. If (a) a
successor Depositary for the Securities of such series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such ineligibility (thereby automatically making the Company’s election
pursuant to Section 2.1 no longer effective with respect to the Securities
of such series), (b) the beneficial owners of interests in a global
Security are entitled to exchange such interests for definitive Securities of
such series and of the same tenor and terms, as specified pursuant to Section 2.1,
(c) there shall have occurred and be continuing an Event of Default with
respect to the Securities of such series, or (d) the Company in its sole
discretion and subject to the procedures of the Depositary determines that the
Securities of any series issued in the form of one or more global Securities
shall no longer be represented by such global Security or Securities, then
without unnecessary delay, but, if appropriate, in any event not later than the
earliest date on which such interest may be so exchanged, the Company shall
deliver to the Trustee definitive Securities in aggregate principal amount
equal to the principal amount of such global Security, executed by the Company
and authenticated by the Trustee. On or after the earliest date on which such
interests are or may be so exchanged, such global Security shall be surrendered
by the Depositary to the Trustee, as the Company’s agent for such purpose, to
be exchanged, in whole or from time to time in part, for definitive Securities
upon payment by the beneficial owners of such interest, at the option of the
Company, of a service charge for such exchange and of a proportionate share of
the cost of printing such definitive Securities, and the Trustee shall
authenticate and deliver, (a) to each person specified by the Depositary
in exchange for each portion of such global Security, an equal aggregate
principal amount of definitive Securities of the same series of authorized
denominations and of the same tenor and terms as the portion of such global
Security to be exchanged, and (b) to such Depositary a global Security in
a denomination equal to the difference, if any, between the principal amount of
the surrendered global security and the aggregate principal amount of
definitive Securities delivered to holders thereof; provided, however, that no
such exchanges may occur during a period beginning at the opening of business
15 days before any selection of Securities of that series to be redeemed and
ending on the relevant redemption date. If a Security is issued in exchange for
any portion of a global Security after the close of business at the office or
agency where such exchange occurs on (i) any record date and before the
opening of business at such office or agency on the 


 


18

















 


relevant
interest payment date, or (ii) any record date for the payment of
defaulted interest and before the opening of business at such office or agency
on the related proposed date for payment of defaulted interest, then interest
or default interest, as the case may be, will not be payable on such interest
payment date or proposed date for payment of defaulted interest, as the case
may be, in respect of such Security, but will be payable on such interest
payment date or proposed date for payment of defaulted interest, as the case
may be, only to the person to whom interest in respect of such portion of such
global Security is payable in accordance with the provisions of this Indenture
and such global Security.


 


2.6          Temporary
Securities.  Pending the
preparation of definitive Securities of any series, the Company may execute and
the Trustee shall, upon the written order of the Company, authenticate and
deliver temporary Securities of such series (printed or lithographed) of any
denomination and substantially in the form of the definitive Securities of such
series, but with or without a recital of specific redemption prices or
conversion provisions and with such omissions, insertions and variations as may
be appropriate for temporary Securities, all as may be determined by the
Company. Temporary Securities may contain such reference to any provisions of
this Indenture as may be appropriate. Every such temporary Security shall be
authenticated by the Trustee upon the same conditions and in substantially the
same manner, and with the same effect, as the definitive Securities. Without
unreasonable delay the Company will execute and deliver to the Trustee
definitive Securities of such series and thereupon any or all temporary
Securities of such series may be surrendered in exchange therefor, at the
offices or agencies to be maintained by the Company as provided in Section 4.2
with respect to the Securities of such series, and the Trustee shall, upon the
written order of the Company, authenticate and deliver in exchange for such
temporary Securities an equal aggregate principal amount of definitive
Securities of such series. Until so exchanged, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series authenticated and delivered
hereunder.


 


2.7          Mutilated,
Destroyed, Lost or Stolen Securities.  In case any temporary or definitive Security
shall become mutilated or be destroyed, lost or stolen, the Company, in the
case of any mutilated Security shall, and in the case of any destroyed, lost or
stolen Security in its discretion may, execute, and upon its request the
Trustee shall authenticate and deliver, or cause to be authenticated and
delivered, a new Security of the same series of like tenor and terms for a like
aggregate principal amount of authorized denominations in exchange and
substitution for the mutilated Security, or in lieu of and in substitution for
the Security so destroyed, lost or stolen. In case any such Security shall have
matured or shall be about to mature, instead of issuing a substituted Security,
the Company may pay or authorize payment of the same (without surrender
thereof, except in the case of a mutilated Security). In every case the
applicant for a substituted Security or for such payment shall furnish to the
Company and the Trustee such security or indemnity as may be required by them
to save each of them harmless, and, in every case of destruction, loss or
theft, the applicant shall also furnish to the Company and to the Trustee
evidence to their satisfaction of the destruction, loss or theft of such
Security and of the ownership thereof. The Trustee may authenticate any such
substituted Security and deliver the same, or the Trustee or any Paying Agent of
the Company may make any such payment, upon the written request or
authorization of any officer of the Company. Upon the issue of any substituted
Security, 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 connected therewith (including the fees and
expenses of the Trustee).


 


To
the extent permitted by mandatory provisions of law, every substituted Security
issued pursuant to the provisions of this Section in substitution for any
destroyed, lost or stolen Security shall constitute an additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen
Security shall be found at any time, and shall be entitled to all the benefits
of this Indenture equally and proportionately with any and all other Securities
of the same series duly issued hereunder.


 


19














 


To
the full extent legally enforceable, all Securities shall be held and owned
upon the express condition that the foregoing provisions are exclusive with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities and shall preclude any and all other rights or remedies
notwithstanding any law or statute now existing or hereafter enacted to the
contrary with respect to the replacement or payment of negotiable instruments
or other securities without their surrender.


 


2.8          Cancellation
and Disposition of Surrendered Securities.  All Securities surrendered for the purpose of
payment, redemption, exchange, substitution or registration of transfer, shall,
if surrendered to the Company or any agent of the Company or of the Trustee, be
delivered to the Trustee, and the same, together with Securities surrendered to
the Trustee for cancellation, shall be canceled by it, and no Securities shall
be issued in lieu thereof except as expressly permitted by any of the
provisions of this Indenture. The Trustee shall dispose of canceled Securities
in accordance with its customary procedures and deliver a certificate of
disposition thereof to the Company unless, by an Officer’s Certificate, the
Company shall direct that canceled Securities be returned to it. If the Company
shall purchase or otherwise acquire any of the Securities, however, such
purchase or acquisition shall not operate as a payment, redemption or
satisfaction of the indebtedness represented by such Securities unless and
until the Company, at its option, shall deliver or surrender the same to the
Trustee for cancellation.


 


2.9          Authenticating
Agents.  The Trustee may from time to
time appoint one or more Authenticating Agents with respect to one or more
series of Securities, which shall be authorized to act on behalf of the Trustee
and subject to its direction in authenticating and delivering Securities of
such series pursuant hereto in connection with exchanges, registrations of
transfer, redemptions or conversions, as fully to all intents and purposes as
though any such Authenticating Agent had been expressly authorized to
authenticate and deliver Securities of such series, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as though authenticated by the Trustee.
Wherever reference is made in this Indenture to the authentication or delivery
of Securities by the Trustee or the Trustee’s certificate of authentication,
such reference shall be deemed to include authentication or 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 at all times be a corporation (including a banking
association) organized and doing business under the laws of the United States
of America or any State or territory thereof or of the District of Columbia,
having a combined capital and surplus of at least five million Dollars
($5,000,000) authorized under such laws to exercise corporate trust powers and
subject to supervision or examination by federal, state, territorial, or
District of Columbia authorities. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect herein specified in this Section.


 


Any
corporation succeeding to the corporate agency business of an Authenticating
Agent shall continue to be an Authenticating Agent, if such successor
corporation is 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 or such successor corporation.


 


Any
Authenticating Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice of
termination 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
an Authenticating Agent shall 


 


20

















 


cease
to be eligible in accordance with the provisions of this Section, the Trustee
may appoint a successor Authenticating Agent. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like effect as
if originally named as an Authenticating Agent herein. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.


 


The
Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section.


 


Any
Authenticating Agent by the acceptance of its appointment shall be deemed to
have agreed with the Trustee that: it will perform and carry out the duties of
an Authenticating Agent as herein set forth, including among other things the
duties to authenticate and deliver Securities of any series for which it has
been appointed an Authenticating Agent when presented to it in connection with
exchanges, registrations of transfer or any redemptions or conversions thereof;
it will furnish from time to time as requested by the Trustee appropriate
records of all transactions carried out by it as Authenticating Agent and will
furnish the Trustee such other information and reports as the Trustee may
reasonably require; it is eligible for appointment as Authenticating Agent
under this Section and will notify the Trustee promptly if it shall cease
to be so qualified; and it will indemnify the Trustee against any loss,
liability or expense incurred by the Trustee and will defend any claim asserted
against the Trustee by reason of any acts or failures to act of the
Authenticating Agent but it shall have no liability for any action taken by it
at the specific written direction of the Trustee.


 


2.10        Deferrals
of Interest Payment Dates.  If
specified as contemplated by Section 2.1 or Section 2.2 with respect
to the Securities of a particular series, so long as no Event of Default has
occurred and is continuing, the Company shall have the right, at any time
during the term of such series, from time to time to defer the payment of
interest on such Securities for such period or periods as may be specified as
contemplated by Section 2.1 (each, an “Extension Period”) during which
Extension Periods the Company shall have the right to make partial payments of
interest on any interest payment date. No Extension Period shall end on a date
other than an interest payment date or extend beyond the Stated Maturity.
Except as otherwise contemplated in Section 2.1 or Section 2.2, at
the end of any such Extension Period the Company shall pay all interest then
accrued and unpaid on the Securities (together with Additional Interest or
other interest thereon, if any, at the rate specified for the Securities of
such series to the extent permitted by applicable law).


 


2.11        Right
of Set-Off.  With
respect to the Securities of a series issued to a SCANA Trust, notwithstanding
anything to the contrary in this Indenture (but subject to the last paragraph
of Section 6.5), the Company shall have the right to set off any payment
it is otherwise required to make thereunder in respect of any such Security to
the extent the Company has theretofore made, or is concurrently on the date of
such payment making, such payment under the SCANA Guarantee relating to such
Security or under Section 6.5 of this Indenture.


 


2.12        Shortening
or Extension of Stated Maturity.  If specified as contemplated by Section 2.1
or Section 2.2 with respect to the Securities of a particular series, the
Company shall have the right to (i) shorten the Stated Maturity of the
principal of the Securities of such series at any time to any date, and (ii) extend
the Stated Maturity of the principal of the Securities of such series at any
time at its election for one or more periods, provided that, if the Company
elects to exercise its right to shorten or extend the Stated Maturity of the
principal of the Securities of such series pursuant to this section, at the
time such election is made and at the time of shortening or extension, such
conditions as may be specified in such Securities shall have been satisfied.


 


21

















 


2.13        Agreed
Tax Treatment.  Each
Security issued hereunder shall provide that the Company and, by its acceptance
of a Security or a beneficial interest therein, the holder of, and any Person
that acquires a beneficial interest in, such Security agree that for United
States federal, state and local tax purposes it is intended that such Security
constitute indebtedness.


 


2.14        CUSIP
and Other Numbers.  The Company
in issuing the Securities may use “CUSIP” numbers, ISIN numbers or other
similar identifiers (if then generally in use), and, if so, the Trustee shall
use such numbers in notices of redemption as a convenience to holders of
Securities; provided that any such notice may state that no representation is
made as to the correctness of such numbers either as printed on the Securities
or as contained in any notice of a redemption and that reliance may be placed
only on the other identification numbers printed on the Securities, and any
such redemption shall not be affected by any defect in or omission of such
numbers. The Company will promptly notify the Trustee of any change in CUSIP,
ISIN or other numbers assigned to the Securities.


 


ARTICLE III


REDEMPTION OF
SECURITIES


 


3.1          Applicability
of Article.  Securities
of any series which are redeemable prior to Stated Maturity shall be redeemable
in accordance with their terms and (except as otherwise specified as
contemplated by Section 2.1 for Securities of any series) in accordance
with this Article.


 


3.2          Mailing
of Notice of Redemption. In case the Company shall desire to
exercise any right to redeem all or, as the case may be, any part of the
Securities of any series pursuant to this Indenture, it shall give notice of
such redemption to holders of the Securities to be redeemed as hereinafter in
this Section provided.


 


The
Company covenants that it will pay to the Trustee or one or more Paying Agents,
by 11:00 a.m., New York City time, on the date of such redemption, a sum
in cash sufficient to redeem on the redemption date all the Securities so
called for redemption at the applicable redemption price, together with any
accrued interest on the Securities to be redeemed to but excluding the date
fixed for redemption.


 


Notice
of redemption shall be given to the holders of Securities to be redeemed as a
whole or in part by mailing by first class mail, postage prepaid, a notice of
such redemption not less than 20 nor more than 60 days prior to the date fixed
for redemption to their last addresses as they shall appear upon the Register,
but failure to give such notice by mailing in the manner herein provided to the
holder of any Security designated for redemption as a whole or in part, or any
defect therein, shall not affect the validity of the proceedings for the
redemption of any other Security.


 


Any
notice which is mailed in the manner herein provided shall be conclusively
presumed to have been duly given, whether or not the holder receives the
notice.


 


Each
such notice of redemption shall identify the Securities to be redeemed
(including CUSIP numbers) and specify (1) the date fixed for redemption, (2) the
redemption price at which Securities are to be redeemed (or if the redemption
price cannot be calculated prior to the time the notice is required to be
given, the manner of calculation thereof), (3) any conditions relating to
such redemption, and (4) if applicable, the conversion price and the date
on which the right to convert the Securities will expire and that holders must
comply with the terms of the Securities in order to convert their Securities,
and shall state that (a) payment of the redemption price of the Securities
or portions thereof to be redeemed will be made at any of the offices or
agencies to be maintained by the Company in accordance with the provisions of Section 4.2
with respect to the Securities to be redeemed, upon presentation and surrender
of such Securities or portions thereof, and (b) 


 


22

















 


if
applicable, interest accrued to the date fixed for redemption will be paid as
specified in said notice and on and after said date interest thereon will cease
to accrue. If less than all the Securities of any series are to be redeemed,
the notice of redemption to each holder shall specify such holder’s Securities
of such series to be redeemed as a whole or in part. In case any Security is to
be redeemed in part only, the notice which relates to such Security shall state
the portion of the principal amount thereof to be redeemed (which shall be
equal to an authorized denomination for Securities of such series), and shall
state that on and after the redemption date, upon surrender of such Security,
the holder will receive the redemption price in respect to the principal amount
thereof called for redemption and, without charge, a new Security or Securities
of the same series of authorized denominations for the principal amount thereof
remaining unredeemed.


 


In
the case of any redemption at the election of the Company, the Company shall,
at least 45 days prior to the date fixed for redemption (unless a shorter
notice shall be satisfactory to the Trustee), notify the Trustee of such
redemption date, the basis for such redemption and of the principal amount of
Securities of the applicable series to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or that is subject to compliance with
conditions provided in the terms of such Securities, the Company shall furnish
the Trustee with an Officer’s Certificate evidencing compliance with such
restriction or conditions. If less than all the Securities of such series are
to be redeemed, thereupon the Trustee shall select, by lot, or in any manner it
shall deem fair, the Securities of such series to be redeemed as a whole or in
part and shall thereafter promptly notify the Company in writing of the
particular Securities of such series or portions thereof to be redeemed. If the
Securities of any series to be redeemed consist of Securities having different
dates on which the principal or any installment of principal is payable or
different rates of interest, if any, or different methods by which interest may
be determined or have any other different tenor or terms, then the Company may,
by written notice to the Trustee, direct that Securities of such series to be
redeemed shall be selected from among groups of such Securities having
specified tenor or terms and the Trustee shall thereafter select the particular
Securities to be redeemed in the manner set forth in the preceding sentence
from among the group of such Securities so specified.


 


3.3          When
Securities Called for Redemption Become Due and Payable.  If the giving of notice of redemption shall
have been completed as above provided, the Securities or portions of Securities
specified in such notice shall become due and payable on the date and at the
place or places stated in such notice at the applicable redemption price,
together, if applicable, with any interest accrued (including any Additional
Interest or other interest) to but excluding the date fixed for redemption, and
on and after such date fixed for redemption (unless the Company shall default
in the payment of such Securities at the applicable redemption price, together
with any interest accrued to the date fixed for redemption) any interest on the
Securities or portions of Securities so called for redemption shall cease to
accrue, and, except as provided in Sections 7.5, 12.2 and 12.4, such Securities
shall cease from and after the date fixed for redemption to be entitled to any
benefit or security under this Indenture, and the holders thereof shall have no
right in respect of such Securities except the right to receive the redemption
price thereof and any unpaid interest accrued to but excluding the date fixed
for redemption. On presentation and surrender of such Securities at said place
of payment in said notice specified, such Securities or portions thereof shall
be paid and redeemed by the Company at the applicable redemption price,
together with any interest accrued to but excluding the date fixed for redemption;
provided, however, that, except as otherwise specified as contemplated by Section 2.1,
any regular payment of interest becoming due on the date fixed for redemption
shall be payable to the holders of the Securities registered as such on the
relevant record date as provided in Article Two hereof. Upon surrender of
any Security which is redeemed in part only, the Company shall execute and the
Trustee shall authenticate and deliver at the expense of the Company a new
Security of the same series of like tenor and terms of authorized denomination
in principal amount equal to the unredeemed portion of the Security so
surrendered; except that if a global Security is so surrendered, the Company
shall execute, and the Trustee 


 


23

















 


shall authenticate and deliver to the Depositary for such global
Security, without service charge, a global Security in a denomination equal to
and in exchange for the unredeemed portion of the principal of the global
Security so surrendered.


 


If
any Security called for redemption shall not be so paid upon surrender thereof
for redemption, the principal shall, until paid, bear interest from the date
fixed for redemption at the rate borne by or prescribed therefor in the
Security, or, in the case of a Security which does not bear interest, at the
rate of interest set forth therefor in the Security to the extent permitted by
law.


 


ARTICLE IV


PARTICULAR
COVENANTS OF THE COMPANY


 


The
Company covenants as follows:


 


4.1          Payment
of Principal of and Interest on Securities.  The Company will duly and punctually pay or
cause to be paid the principal of and interest (including any Additional
Interest and/or Additional Tax Sums due thereon), if any, on each of the
Securities at the time and places and in the manner provided herein and in the
Securities. Except as otherwise specified as contemplated by Section 2.1,
if the Securities of any series bear interest, each installment of interest on
the Securities of such series may at the option of the Company be paid (i) by
mailing a check or checks for such interest payable to the Person entitled
thereto pursuant to Section 2.3 to the address of such person as it
appears on the Register of Securities of such series or (ii) by transfer
to an account maintained by the Person entitled thereto as specified in the
Register of Securities, provided that proper transfer instructions have been
received by the record date.


 


4.2          Maintenance
of Offices or Agencies for Registration of Transfer, Exchange and Payment of Securities.  So long as any of the Securities shall remain
outstanding, the Company will maintain an office or agency where the Securities
may be presented for registration, conversion, exchange and registration of
transfer as in this Indenture provided, and where notices and demands to or
upon the Company in respect of the Securities or of this Indenture may be
served, and where the Securities may be presented for payment. In case the
Company shall designate and maintain some office or agency other than the previously
designated office or agency, it shall give the Trustee prompt written notice
thereof. In case the Company shall fail to maintain any such office or agency
or shall fail to give such notice of the location or of any change in the
location thereof to the Trustee, presentations and demands may be made and
notices may be served at the principal office of the Trustee.


 


In
addition to such office or agency, the Company may from time to time constitute
and appoint one or more other offices or agencies for such purposes with
respect to Securities of any series, and one or more paying agents for the
payment of Securities of any series, in such cities or in one or more other
cities, and may from time to time rescind such appointments, as the Company may
deem desirable or expedient, and as to which the Company has notified the
Trustee.


 


4.3          Appointment
to Fill a Vacancy in the Office of Trustee.  The Company, whenever necessary to avoid or
fill a vacancy in the office of Trustee, will appoint, in the manner provided
in Section 7.10, a Trustee, so that there shall at all times be a Trustee
with respect to each series of Securities hereunder.


 


4.4          Duties of Paying Agent.


 


(a)           If the Company shall appoint a Paying Agent other than the
Trustee with respect to Securities of any series, it will cause such Paying
Agent to execute and deliver to the Trustee an 


 


24

















 


instrument
in which such Paying Agent shall agree with the Trustee, subject to the
provisions of this Section and Section 12.3,


 


(i)            that it will hold all sums
held by it as such agent for the payment of the principal of or interest, if
any, on the Securities of such series (whether such sums
have been paid to it by the Company or by any other obligor on the Securities
of such series) in trust for the benefit of the holders of the
Securities of such series entitled to such principal or interest and
will notify the Trustee of the receipt of sums to be so held,


 


(ii)           that it will give the
Trustee notice of any failure by the Company (or by any other obligor on the
Securities of such series) to make any payment of the principal of or interest
on the Securities of such series when the same shall be due and payable, and


 


(iii)          that it will at any time
during the continuance of any Event of Default, upon the written request of the
Trustee, deliver to the Trustee all sums so held in trust by it.


 


(b)           Whenever the Company shall have one or more Paying Agents
with respect to the Securities of any series, it will, prior to each due date
of the principal of or any interest on a Security of such series, deposit with
a Paying Agent of such series a sum sufficient to pay the principal or interest
so becoming due, such sum to be held in trust for the benefit of the holders of
Securities of such series entitled to such principal or interest, and (unless
such Paying Agent is the Trustee) the Company will promptly notify the Trustee
of its action or failure so to act.


 


(c)           If the Company shall act as its own Paying Agent with
respect to the Securities of any series, it will, on or before each due date of
the principal of or any interest on a Security of such series, set aside,
segregate and hold in trust for the benefit of the holder of such Security, a
sum sufficient to pay such principal or interest so becoming due and will
notify the Trustee of such action, or any failure by it or any other obligor on
the Securities of such series to take such action and will at any time during
the continuance of any Event of Default, upon the written request of the
Trustee, deliver to the Trustee all sums so held in trust by it.


 


(d)           Anything in this Section to the contrary
notwithstanding, the Company may, at any time, for the purpose of obtaining a
satisfaction and discharge of this Indenture with respect to one or more or all
series of Securities hereunder, or for any other reason, pay or cause to be
paid to the Trustee all sums held in trust for such series by it, or any Paying
Agent hereunder, as required by this Section, such sums are to be held by the
Trustee upon the trust herein contained.


 


(e)           Anything in this Section to the contrary
notwithstanding, the agreement to hold sums in trust as provided in this Section is
subject to the provisions of Sections 12.3 and 12.4.


 


4.5          Further
Assurances.  From time
to time whenever reasonably demanded by the Trustee, the Company will make,
execute and deliver or cause to be made, executed and delivered any and all
such further and other instruments and assurances and take all such further
action as may be reasonably necessary or proper to carry out the intention of
or to facilitate the performance of the terms of this Indenture or to secure
the rights and remedies hereunder of the holders of the Securities of any
series.


 


4.6          Certificate
as to Defaults; Notices of Certain Defaults.  The Company will, so long as any of the
Securities are outstanding, deliver to the Trustee no later than 120 days after
the end of each calendar year, beginning with the calendar year 2009, a
certificate signed by the Company’s principal executive officer, principal
financial officer or principal accounting officer stating that a review has
been made under 


 


25

















 


his or her supervision of the activities of the Company during such year
and of the performance under this Indenture and, to the best of his or her
knowledge, the Company has complied with all conditions and covenants under
this Indenture throughout such calendar year, or if there has been a default in
the fulfillment of any such obligation, specifying each such default known and
the nature and status thereof. For purposes of this Section, such compliance
shall be determined without regard to any period of grace or requirement of
notice provided under this Indenture.


 


4.7          Waiver
of Covenants.  The Company
may omit in any particular instance to comply with any covenant or condition
specifically contained in this Indenture for the benefit of one or more series
of Securities, if before the time for such compliance the holders of a majority
in principal amount of the Securities of all series affected (all series voting
as one class) at the time outstanding (determined as provided in Section 8.4)
shall waive such compliance in such instance, but no such waiver shall extend
to or affect such covenant or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the
Company and the duties of the Trustee in respect of any such covenant or
condition shall remain in full force and effect.


 


4.8          Additional
Tax Sums.  In the case
of the Securities of a series issued to a SCANA Trust, so long as no Event of
Default has occurred and is continuing and except as otherwise specified as
contemplated by Section 2.1 or Section 2.2, in the event that (i) a
SCANA Trust is the holder of all of the Outstanding Securities of such series, (ii) a
Tax Event in respect of such SCANA Trust shall have occurred and be continuing
and (iii) the Company shall not have (a) redeemed the Securities of
such series or (b) terminated such SCANA Trust pursuant to the termination
provisions of the related Trust Agreement, the Company shall pay to such SCANA
Trust (and any permitted successor or assign under the related Trust Agreement)
for so long as such SCANA Trust (or its permitted successor or assignee) is the
registered holder of any Securities of such series, such additional amounts as
may be necessary in order that the amount of Distributions then due and payable
by such SCANA Trust on the related Preferred Securities and Common Securities
that at any time remain outstanding in accordance with the terms thereof shall
not be reduced as a result of any additional taxes, duties and other
governmental charges to which such SCANA Trust has become subject as a result of
such Tax Event (but not including withholding taxes imposed on registered
owners of such Preferred Securities and Common Securities) (the “Additional Tax
Sums”). Whenever in this Indenture or the Securities there is a reference in
any context to the payment of principal of or interest on the Securities, such
reference shall be deemed to include payment of the Additional Tax Sums
provided for in this paragraph to the extent that, in such context, Additional
Tax Sums are, were or would be payable in respect thereof pursuant to the
provisions of this Section and express reference to the payment of
Additional Tax Sums (if applicable) in any provisions hereof shall not be
construed as excluding Additional Tax Sums in those provisions hereof where
such express reference is not made; provided, however, that the deferral of the
payment of interest pursuant to Section 2.10 or the Securities shall not
defer the payment of any Additional Tax Sums that may be then due and payable.


 


4.9          Additional
Covenants.  The Company
covenants and agrees with each holder of Securities of a series issued to a
SCANA Trust and, to the extent not excluded from the terms of other series of
Securities pursuant to Section 2.1(u) hereof, with each holder of the
Securities of other series issued hereunder, that it shall not (i) declare
or pay any dividends or distributions on, or redeem, purchase, acquire, or make
a liquidation payment with respect to, any shares of the Company’s Capital
Stock (which includes Common Stock and preferred stock), or (ii) make any
payment of principal of or interest or premium, if any, on or repay, repurchase
or redeem any debt securities of the Company that rank on a parity with or
junior to the Securities of such series or make any guarantee payments with
respect to any SCANA Guarantee or other guarantee by the Company of debt
securities of any Subsidiary that by its terms ranks on a parity with or junior
to the Securities of such series (other than (a) dividends or
distributions in Common Stock; (b) any 


 


26

















 


declaration of a dividend in connection with the implementation of a
Rights Plan, the issuance of any Capital Stock of any class or series of
preferred stock of the Company under any Rights Plan or the redemption or
repurchase of any rights distributed pursuant to a Rights Plan; (c) if
applicable, payments under any SCANA Guarantee relating to the Preferred
Securities issued by the SCANA Trust holding the Securities of such series; and
(d) purchases of Common Stock related to the issuance of Common Stock or
rights under any of the Company’s benefit plans for its directors, officers,
employees, consultants or advisors) if at such time (i) there shall have
occurred any event of which the Company has actual knowledge that (a) with
the giving of notice or the lapse of time or both, would constitute an Event of
Default hereunder and (b) in respect of which the Company shall not have
taken reasonable steps to cure, (ii) the Company shall be in default with
respect to its payment of any obligations under a related SCANA Guarantee or (iii) the
Company shall have given notice of its election to begin an Extension Period as
provided in Section 2.10 and shall not have rescinded such notice, or such
Extension Period, or any extension thereof, shall be continuing.


 


The
Company also covenants with each holder of Securities of a series issued to a
SCANA Trust (i) to maintain directly or indirectly 100% ownership of the
Common Securities of such SCANA Trust; provided, however, that any permitted
successor or assignee of the Company hereunder may succeed to the Company’s
ownership of such Common Securities, (ii) not to voluntarily terminate,
wind up or liquidate such SCANA Trust, except (a) in connection with a
prepayment in full of the Securities or a distribution of the Securities of
such series to the registered owners of Preferred Securities in liquidation of
such SCANA Trust or (b) in connection with certain mergers, consolidations
or amalgamations permitted by the relevant Trust Agreement and (iii) to
use its reasonable efforts, consistent with the terms and provisions of such
Trust Agreement, to cause such SCANA Trust to remain classified as a grantor
trust and not an association taxable as a corporation for United States federal
income tax purposes.


 


4.10        Calculation
of Original Issue Discount.  The Company shall file with the Trustee
promptly at the end of each calendar year (i) a written notice specifying
the amount of original issue discount (including daily rates and accrual
periods) accrued on outstanding Securities as of the end of such year and (ii) such
other specific information relating to such original issue discount as may then
be relevant under the Internal Revenue Code of 1986, as amended from time to
time.


 


ARTICLE V


SECURITYHOLDERS’
LISTS AND REPORTS BY THE COMPANY


AND THE TRUSTEE


 


5.1          Company
to Furnish Trustee Information as to the Names and Addresses of Securityholders.  The Company covenants and agrees that it will
furnish or cause to be furnished to the Trustee, semiannually not more than
five days after each record date for payment of interest, and at such other
times as the Trustee may request in writing within 30 days after receipt by the
Company of any such request, a list in such form as the Trustee may reasonably
require containing all information in the possession or control of the Company,
or any Paying Agent or any registrar of the Securities of each series, other
than the Trustee, as to the names and addresses of the holders of Securities of
such series obtained (in the case of each list other than the first list) since
the date as of which the next previous list was furnished; provided, however,
that if the Trustee shall be the registrar of the Securities of such series, no
such list need be furnished; and provided further that the Company shall not be
obligated to provide such a list of Securityholders at any time the list of
Securityholders does not differ from the most recent list of Securityholders
given to the Trustee by the Company. Any such list may be dated as of a date
not more than 15 days prior to the time such information is furnished or caused
to be furnished, and need not include information received after such date.


 


27

















 


5.2          Trustee to Preserve Information as to the Names and
Addresses of Securityholders Received by It.


 


The Trustee shall comply with the obligations imposed upon
it pursuant to Section 312 of the Trust Indenture Act.


 


Each
and every holder of Securities, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
Paying Agent nor any registrar shall be held accountable by reason of the
disclosure of any information as to the names and addresses of the holders of Securities
in accordance with Section 312(b) of the Trust Indenture 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.


 


5.3          Annual and Other Reports to be Filed by Company with
Trustee.


 


(a)           The Company covenants and agrees to file with the Trustee
within 15 days after the Company is required to file the same with the
Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) which
the Company may be required to file with the Commission pursuant to Section 13
or Section 15(d) of the Exchange Act; or, if the Company is not
required to file information, documents or reports pursuant to either of such
Sections, then it will file with the Trustee and the Commission, in accordance
with rules and regulations prescribed from time to time by the Commission,
such of the supplementary and periodic information, documents and reports which
may be required pursuant to Section 13 of the Exchange Act in respect of a
security listed and registered on a national securities exchange as may be
prescribed from time to time in such rules and regulations.


 


(b)           The Company covenants and agrees to file with the Trustee
and the Commission, in accordance with the rules and regulations
prescribed from time to time by the Commission, such additional information,
documents, and reports with respect to compliance by the Company with the
conditions and covenants provided for in this Indenture as may be required from
time to time by such rules and regulations.


 


(c)           The Company covenants and agrees to transmit to the
holders of Securities within 30 days after the filing thereof with the Trustee,
in the manner and to the extent provided in subsection (c) of Section 5.4
with respect to reports pursuant to subsection (a) of said Section 5.4,
such summaries of any information, documents and reports required to be filed
by the Company pursuant to subsections (a) and (b) of this Section as
may be required by rules and regulations prescribed from time to time by
the Commission.


 


(d)           Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee’s receipt of such
shall not constitute constructive notice of any information contained therein
or determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officer’s Certificates).


 


28














 


5.4          Trustee
to Transmit Annual Report to Securityholders.


 


(a)           On or before March 31,
2010, and on or before March 31 in every year thereafter, if and so long
as any Securities are outstanding hereunder, the Trustee shall transmit to the
Securityholders as hereinafter in this Section provided, a brief report
dated as of the preceding January 30, with respect to any of the following
events which may have occurred within the previous 12 months (but if no such
event has occurred within such period no report need be transmitted):


 


(i)            Any change to its eligibility under Section 7.9, and
its qualifications under Section 7.8;


 


(ii)           The creation of or any material change to a relationship
which, with the occurrence of an Event of Default, would create a conflicting
interest within the meaning of the Trust Indenture Act;


 


(iii)          The character and amount of any advances (and if the
Trustee elects so to state, the circumstances surrounding the making thereof)
made by the Trustee (as such) which remain unpaid on the date of such report,
and for the reimbursement of which it claims or may claim a lien or charge
prior to that of the Securities of any series on any property or funds held or
collected by it as Trustee, except that the Trustee shall not be required (but
may elect) to report such advances if such advances so remaining unpaid
aggregate not more than one-half of one percent of the principal amount of the
Securities of all series outstanding as of the date of such report;


 


(iv)          Any change to the amount, interest rate, and maturity date
of all other indebtedness owing by the Company (or by any other obligor on the
Securities) to the Trustee in its individual capacity, on the date of such
report, with a brief description of any property held as collateral security therefor,
except indebtedness based upon a creditor relationship arising in any manner
described in paragraph (2), (3), (4), or (6) of subsection (b) of Section 311
of the Trust Indenture Act;


 


(v)           Any change to the property and funds, if any, physically
in the possession of the Trustee (as such) on the date of such report;


 


(vi)          Any additional issue of Securities which the Trustee has
not previously reported to Securityholders; and


 


(vii)         Any action taken by the Trustee in the performance of its
duties under this Indenture which it has not previously reported to
Securityholders and which in its opinion materially affects the Securities of
any series, except action in respect of a default, notice of which has been or
is to be withheld by it in accordance with the provisions of Section 6.7.


 


(b)           The
Trustee shall transmit to the Securityholders, as hereinafter provided, a brief
report with respect to the character and amount of any advances (and if the
Trustee elects so to state, the circumstances surrounding the making thereof)
made by the Trustee (as such) since the date of the last report transmitted
pursuant to the provisions of subsection (a) of this Section (or if
such report has not yet been so transmitted, since the date of execution of
this Indenture), for the reimbursement of which it claims or may claim a lien
or charge prior to that of the Securities of any series on property or funds
held or collected by it as Trustee, and which it has not previously reported
pursuant to this subsection, except that the Trustee shall not be required (but
may elect) to report 


 


29

















 


such
advances if such advances so remaining unpaid aggregate not more than ten
percent of the principal amount of Securities of all series outstanding as of
the date of such report, such report to be transmitted within 90 days after
such time.


 


(c)           Reports
pursuant to this Section shall be transmitted by mail (except as otherwise
specified as contemplated by Section 2.1) to all holders of Securities of
any series, as the names and addresses of such holders shall appear upon the
Register of the Securities of such series.


 


(d)           A copy
of each such report shall, at the time of such transmission to Securityholders,
be filed by the Trustee with each stock exchange upon which the Securities of
any series are listed and also with the Commission. The Company will promptly
notify the Trustee when and as the Securities of any series become listed on
any stock exchange.


 


ARTICLE VI

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON

EVENT OF DEFAULT


 


6.1          Events of Default Defined.  The term “Event of Default” whenever used
herein with respect to Securities of any series shall mean any one of the
following events:


 


(a)           default
in the payment of any installment of interest upon any of the Securities of
such series as and when the same shall become due and payable, and continuance
of such default for a period of 30 days (subject to the deferral of any due
date in the case of an Extension Period); or


 


(b)           default
in the payment of all or any part of the principal of any of the Securities of
such series as and when the same shall become due and payable whether upon
Maturity, upon any redemption, by declaration or otherwise; or


 


(c)           failure
on the part of the Company duly to observe or perform in any material respect
any covenants or agreements (other than covenants to pay interest and
principal, which are subject to subsections (a) and (b) above of this
Section) on the part of the Company in the Securities or in this Indenture
(including any supplemental indenture or pursuant to any Officer’s Certificate
as contemplated by Section 2.1) which are for the benefit of the
Securities of such series, for a period of 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 not less than 25% in principal amount
of the Securities of such series and all other series so benefited (all series
voting as one class) at the time outstanding under this Indenture a written
notice specifying such failure and stating that such notice is a “Notice of
Default” hereunder, unless the Trustee, or the Trustee and the Holders of a
principal amount of Securities of such series not less than the principal amount
of Securities 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
principal amount of Securities of such series, 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
commencement by the Company of a voluntary case under Chapter 7 or Chapter 11
of the federal Bankruptcy Code or any other similar state or federal law now or
hereafter in effect, or the consent by the Company to the entry of a decree or
order for relief in an involuntary case under any such law, or the consent by
the Company to the appointment of or the taking possession by a liquidating
agent or committee, conservator or receiver for the Company or any substantial
part of 


 


30

















 


its
property, or the general assignment by the Company for the benefit of its
creditors, or the admission by the Company in writing of its inability to pay
its debts as they become due; or


 


(e)           the
entry of a decree or order for relief by a court having jurisdiction in the premises
in respect of the Company in an involuntary case under Chapter 7 or Chapter 11
of the federal Bankruptcy Code or any other similar state or federal law now or
hereafter in effect, and the continuance of any such decree or order unstayed
and in effect for a period of 60 days, or the appointment of or the taking
possession by a liquidating agent or committee, conservator or receiver for the
Company or any substantial part of its property, and the continuance of any
such appointment unstayed and in effect for a period of 60 days.


 


If an Event of Default shall have occurred and be
continuing, unless the principal of all the Securities shall have already
become due and payable, either the Trustee or (i) the holders of not less
than 25% in principal amount of all the then outstanding Securities of the
series as to which such Event of Default under clauses 6.1(a), 6.1(b) or
6.1(c) has occurred (each such series voting as a separate class in the
case of an Event of Default under clauses 6.1(a) or 6.1(b), and all such
series voting as one class in the case of an Event of Default under clauses
6.1(c)), or (ii) the holders of not less than 25% in principal amount of
all of the outstanding Securities in the case of an Event of Default under
clauses 6.1(d) or 6.1(e), by notice in writing to the Company (and to the
Trustee if given by Securityholders) may declare the principal amount (or if
Securities of any series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of such series) of all
the Securities of such series in the case of an Event of Default under clauses
6.1(a), 6.1(b) or 6.1(c) or of all the outstanding Securities in the
case of an Event of Default under clauses 6.1(d) or 6.1(e), in each case
together with any accrued interest, to be due and payable immediately, and upon
any such declaration the same shall become and shall be immediately due and
payable; provided, however, that in the case of the Securities of a series
issued to a SCANA Trust, if upon an Event of Default, the Trustee or the
holders of at least 25% in principal amount of the outstanding Securities of
such series fail to declare the principal of all the Securities of that series
to be immediately due and payable, the holders of at least 25% in aggregate
liquidation amount of the corresponding series of Preferred Securities then
outstanding shall have such right by a notice in writing to the Company and the
Trustee.


 


The foregoing provisions, however, are subject to
the condition that if, at any time after the principal amount (or specified
portion thereof) of the Securities of any one or more series (or of all the
Securities, as the case may be) shall have been so declared due and payable,
and before any judgment or decree for the payment of moneys due shall have been
obtained or entered as hereinafter provided, the Company shall pay or shall
deposit with the Trustee a sum sufficient to pay all matured installments of
interest upon all the Securities of such series (or upon all the Securities, as
the case may be) and the principal of any and all Securities of such series (or
of any and all the Securities, as the case may be) which shall have become due
otherwise than by declaration (with interest on overdue installments of
interest to the extent permitted by law and on such principal at the rate or
rates of interest borne by, or prescribed therefor in, the Securities of each
such series to the date of such payment or deposit) and the amounts payable to
the Trustee under Section 7.6, and any and all defaults under the
Indenture with respect to Securities of such series (or all Securities, as the
case may be), other than the nonpayment of principal of and any accrued
interest on Securities of such series (or any Securities, as the case may be)
which shall have become due by declaration, shall have been cured, remedied or
waived as provided in Section 6.6, then and in every such case the holders
of a majority in principal amount of the Securities of such series (or of all
the Securities, as the case may be) then outstanding and as to which such Event
of Default has occurred (such series or all series voting as one class, if more
than one series are so entitled) by written notice to the Company and to the
Trustee, may rescind and annul such declaration and its consequences. In the
case of Securities issued to a SCANA Trust, should the holders of such
Securities fail to annul such declaration and waive such default, the
registered owners of a majority in 


 


31

















 


aggregate liquidation
preference of related Preferred Securities shall have such right; but no such
rescission and annulment shall extend to or shall affect any subsequent
default, or shall impair any right consequent thereon.


 


In case the Trustee, any holder of Securities or any
registered owner of Preferred Securities shall have proceeded to enforce any
right under this Indenture and such proceedings shall have been discontinued or
abandoned because of such rescission or annulment or for any other reason or
shall have been determined adversely to the Trustee, such holder of Securities
or such registered owner of Preferred Securities then and in every such case
the Company, the Trustee, the holders of the Securities of such series (or of
all the Securities, as the case may be) and the registered owners of Preferred
Securities shall be restored respectively to their former positions and rights
hereunder, and all rights, remedies and powers of the Company and the Trustee,
the holders of the Securities of such series (or of all the Securities, as the
case may be) and the registered owners of Preferred Securities shall continue
as though no such proceedings had been taken.


 


6.2          Covenant of Company to Pay
to Trustee Whole Amount Due on Securities on Default in Payment of Interest or
Principal.  The Company
covenants that (1) in case default shall be made in the payment of any
installment of interest on any of the Securities of any series as and when the
same shall become due and payable, and such default shall have continued for a
period of 30 days (subject to the deferral of any due date in the case of an
Extension Period), or (2) in case default shall be made in the payment of
all or any part of the principal of any of the Securities of any series as and
when the same shall become due and payable, whether upon Maturity, upon any
redemption, by declaration or otherwise, then, upon demand of the Trustee, the
Company will pay to the Trustee, for the benefit of the holders of the
Securities of such series, the whole amount that then shall have become due and
payable on all such Securities of such series for principal or interest, or
both, as the case may be, with interest upon the overdue principal and
installments of interest (to the extent permitted by law) at the rate or rates
of interest borne by or prescribed therefor in the Securities of such series;
and, in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, including reasonable compensation to the Trustee,
its agents and counsel, and any expenses or disbursements reasonably incurred,
and all reasonable advances made hereunder by the Trustee, its agents,
attorneys and counsel, except as a result of its negligence or bad faith.


 


In case the Company shall fail forthwith to pay such
amounts upon such demand, the Trustee, in its own name and as trustee of an
express trust, shall be entitled and empowered to institute any actions or
proceedings at law or in equity for the collection of the sums so due and unpaid,
and may prosecute any such action or proceeding to judgment or final decree,
and may enforce any such judgment or final decree against the Company or any
other obligor upon such Securities, and collect in the manner provided by law
out of the property of the Company or any other obligor upon such Securities
wherever situated the moneys adjudged or decreed to be payable.


 


The Trustee shall be entitled and empowered, either
in its own name or as trustee of an express trust, or as attorney-in-fact for the
holders of the Securities of any series, or in any one or more of such
capacities (irrespective of whether the principal of the Securities of such
series shall then be due and payable, whether upon Maturity, upon any
redemption, by declaration or otherwise, and irrespective of whether the
Trustee shall have made any demand pursuant to the provisions of this Section)
to file and prove a claim or claims for the whole amount of principal (or, if
the Securities of such series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of such
series) and interest owing and unpaid in respect of the Securities of such
series and to file such other documents as may be necessary or advisable in
order to have the claims of the Trustee (including any claim for reasonable
compensation of the 


 


32

















 


Trustee, its agents and
counsel, and for reimbursement of all expenses and disbursements reasonably
incurred, and all reasonable advances made hereunder by the Trustee, its agents
and counsel, except as a result of its negligence or bad faith) and of the
holders of the Securities of such series allowed in any equity receivership,
insolvency, bankruptcy, liquidation, arrangement, readjustment, reorganization
or any other judicial proceedings relative to the Company or any other obligor
on the Securities of such series or their creditors, or their property. The
Trustee is hereby irrevocably appointed (and the successive respective holders
of the Securities of each series by taking and holding the same shall be
conclusively deemed to have so appointed the Trustee) the true and lawful
attorney-in-fact of the respective holders of the Securities of such series,
with authority to make and file in the respective names of the holders of the
Securities of such series, or on behalf of the holders of the Securities of
such series as a class, any proof of debt, amendment of proof of debt, claim,
petition or other document in any such proceeding and to receive payment of any
sums becoming distributable on account thereof, and to execute any such other
papers and documents and to do and perform any and all such acts and things for
and on behalf of such holders of the Securities of such series, as may be
necessary or advisable in the opinion of the Trustee in order to have the
respective claims of the Trustee and of the holders of the Securities of such
series allowed in any such proceeding, and to receive payment of or on account
of such claims and to distribute the same, and any 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 amount due to it
under Section 7.6; provided, however, that nothing herein shall be deemed
to authorize the Trustee to authorize or consent to or vote for or accept or
adopt on behalf of any Securityholder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities of such series or the rights
of any holder thereof, or to authorize the Trustee to vote in respect of the
claim of any holder of Securities of such series in any such proceeding.


 


All rights of action and of asserting claims under
this Indenture, or under any of the Securities of any series, may be enforced
by the Trustee without the possession of any of the Securities of such series,
or the production thereof on any trial or other proceeding relative thereto,
and any such suit or proceeding instituted by the Trustee, shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall
be, after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of such Trustee, its agents and counsel, for the
ratable benefit of the holders of the Securities of such series.


 


6.3          Application of Moneys
Collected by Trustee. Any moneys collected by the Trustee pursuant
to Section 6.2 shall be applied in the order following, at the date or
dates fixed by the Trustee for the distribution of such moneys, upon
presentation of the several Securities in respect of which moneys have been
collected, and stamping thereon the payment, if only partially paid, and upon
surrender thereof if fully paid:


 


First: To the payment of reasonable costs and
expenses of collection, and of all amounts payable to the Trustee under Section 7.6;


 


Second: Subject to Article XIV, in case
the principal of the outstanding Securities in respect of which moneys have
been collected shall not have become due and be unpaid, to the payment of any
unpaid interest on such Securities, in the order of the maturity of the
installments of such interest, with interest upon the overdue installments of
interest (so far as permitted by law and to the extent that such interest has
been collected by the Trustee) at the rate or rates of interest borne by, or
prescribed therefor in, such Securities, such payments to be made ratably to
the persons entitled thereto, without discrimination or preference;


 


33

















 


Third: Subject to Article XIV, in case
the principal of the outstanding Securities in respect of which such moneys
have been collected shall have become due and be unpaid, whether upon Maturity,
upon any redemption, by declaration or otherwise, to the payment of the whole
amount then owing and unpaid upon such Securities for principal and interest,
if any, with interest on the overdue principal and any installments of interest
(so far as permitted by law and to the extent that such interest has been
collected by the Trustee) at the rate or rates of interest borne by, or prescribed
therefor in, such Securities; and in case such moneys shall be insufficient to
pay in full the whole amount so due and unpaid upon such Securities, then to
the payment of such principal and interest, without preference or priority of
principal over interest, or of interest over principal, or of any installment
of interest over any other installment of interest, or of any Security over any
other Security, ratably to the aggregate of such unpaid principal and interest;
and


 


Fourth: To the payment of the remainder, if
any, to the Company, its successors or assigns, or to whomsoever may be
lawfully entitled to receive the same, or as a court of competent jurisdiction
may direct.


 


6.4          Limitation on Suits by
Holders of Securities.  No
holder of any Security of any series shall have any right by virtue or by
availing of any provision of this Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Indenture
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless such holder previously shall have given to the Trustee
written notice of an Event of Default and of the continuance thereof, as
hereinbefore provided, and unless also the holders of not less than a majority
in principal amount of all the Securities at the time outstanding (considered
as one class) shall have made written request upon the Trustee to institute
such action, suit or proceeding in its own name as Trustee hereunder and shall
have offered to the Trustee such reasonable indemnity as it may require against
the costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee, for 60 days after its receipt of such notice, request and offer of
indemnity, shall have neglected or refused to institute any such action, suit
or proceeding and no direction inconsistent with such written request shall
have been given to the Trustee pursuant to Section 6.6; it being
understood and intended, and being expressly covenanted by the taker and holder
of every Security with every other taker and holder and the Trustee, that no
one or more holders of Securities shall have any right in any manner whatever
by virtue or by availing of any provision of this Indenture to affect, disturb
or prejudice the rights of the holders of any other of such Securities, or to
obtain or seek to obtain priority over or preference to any other such holder,
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal, ratable and common benefit of all holders of
Securities. For the protection and enforcement of the provisions of this
Section, each and every Securityholder and the Trustee shall be entitled to
such relief as can be given either at law or in equity.


 


Notwithstanding any other provisions in this
Indenture, the right of any holder of any Security to receive payment of the
principal of and interest on such Security, on or after the respective due
dates expressed in such Security (or, in the case of redemption on or after the
date fixed for redemption), or to institute suit for the enforcement of any
such payment on or after such respective dates, shall not be impaired or
affected without the consent of such holder.


 


6.5          On Default Trustee May Take
Appropriate Action; Direct Action. 
In case of an Event of Default hereunder the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either by suit in
equity or by action at law or by proceeding in bankruptcy or otherwise, whether
for the specific enforcement of any covenant or agreement contained in this
Indenture or in aid of the exercise of any power granted in this Indenture, or
to enforce any other legal or equitable right 


 


34

















 


vested in the Trustee by
this Indenture or by law. Except as provided in the last paragraph of Section 2.7,
all powers and remedies given by this Article to the Trustee or to the
Securityholders shall, to the extent permitted by law, be deemed cumulative and
not exclusive of any thereof or of any other powers and remedies available to
the Trustee or the holders of the Securities, by judicial proceedings or
otherwise, to enforce the performance or observance of the covenants and
agreements contained in this Indenture, and no delay or omission of the
Trustee, of any holder of any of the Securities or any registered owner of
Preferred Securities to exercise any right or power accruing upon any Event of
Default occurring and continuing as aforesaid shall impair any such right or
power, or shall be construed to be a waiver of any such default or an
acquiescence therein; and, subject to the provisions of Section 8.4, every
power and remedy given by this Article or by law to the Trustee, to the
Securityholders or the registered owners of Preferred Securities may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee, by the Securityholders or by the registered owners of Preferred
Securities, as the case may be.


 


In the case of Securities of a series issued to a
SCANA Trust, any holder of the corresponding series of Preferred Securities
issued by such SCANA Trust shall have the right, upon the occurrence of an
Event of Default described in Section 6.1(a) or (b) above, to
institute a suit directly against the Company (a “Direct Action”) for
enforcement of payment to such holder of principal of (including premium, if
any) and interest (including any Additional Interest) on the Securities having
a principal amount equal to the aggregate liquidation amount of such Preferred
Securities of the corresponding series held by such holder. Notwithstanding any
payments made to a holder of such Preferred Securities by the Company pursuant
to a Direct Action initiated by such holder, the Company shall remain obligated
to pay the principal of or interest due on the Securities, and the Company
shall be subrogated to the rights of the holder of such Preferred Securities
with respect to payments on the Preferred Securities to the extent of any
payments made by the Company to such holder in any Direct Action.


 


6.6          Rights of Holders of
Majority in Principal Amount of Securities to Direct Trustee and to Waive
Default.  The holders of at
least a majority in principal amount of the Securities of any one or more
series or of all the Securities, as the case may be (voting as one class), at
the time outstanding (determined as provided in Section 8.4) 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 under this Indenture with respect to such one or more
series; provided, however, that subject to Section 7.1, the Trustee shall
have the right to decline to follow any such direction if the Trustee being
advised by Opinion of Counsel determines that the action so directed may not
lawfully be taken, or if the Trustee in good faith shall, by a Responsible
Officer or Officers of the Trustee, determine that the proceedings so directed
would be illegal or involve it in personal liability or be unduly prejudicial
to the rights of Securityholders of such one or more series not parties to such
direction, and provided further that nothing in this Indenture shall impair the
right of the Trustee to take any action deemed proper by the Trustee and which
is not inconsistent with such direction by such Securityholders of such one or
more series. The holders of at least a majority in principal amount of the
Securities of all series as to which an Event of Default hereunder has occurred
(all series voting as one class) at the time outstanding (determined as
provided in Section 8.4) and, in the case of any Preferred Securities of a
series issued to a SCANA Trust, the holders of at least a majority in aggregate
liquidation amount of the Preferred Securities issued by such SCANA Trust, may
waive any past default hereunder with respect to such series and its
consequences, except a default in the payment of the principal of or interest
on any of such Securities or Preferred Securities or in respect of a covenant
or provision hereof which under Article Ten cannot be modified or amended
without the consent of the holder of each Security so affected. Upon any such
waiver, such default shall cease to exist and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this
Indenture, but no such waiver shall extend to any subsequent or other default
or impair any right consequent thereon. Any such waiver shall be deemed to be
on behalf of the holders of all the Securities 


 


35

















 


of such series or, in the
case of a waiver by registered owners of Preferred Securities issued by such
SCANA Trust, on behalf of all registered owners of Preferred Securities issued
by such SCANA Trust.


 


6.7          Trustee to Give Notice of
Defaults Known to It, but May Withhold in Certain Circumstances.  The Trustee shall, within ten Business Days
after the occurrence of any default hereunder with respect to the Securities of
any series, give to the holders of the Securities of such series in the manner
and to the extent provided in subsection (c) of Section 5.4 with
respect to reports pursuant to subsection (a) of said Section 5.4,
notice of such default actually known to the Trustee unless such default shall
have been cured, remedied or waived before the giving of such notice (the term “default”
for the purposes of this Section being hereby defined to be the events
specified in clauses (c), (d) and (e) of Section 6.1 and default
in the payment of the principal of or interest on Securities of any series, not
including any periods of grace provided for therein, and irrespective of the
giving of written notice specified therein); provided, however, that, except in
the case of default in the payment of the principal of or interest on any of
the Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors of the Trustee or the Responsible Officers of the
Trustee in good faith determines that the withholding of such notice is in the
interest of the holders of the Securities of such series.


 


6.8          Requirement of an
Undertaking to Pay Costs in Certain Suits Under the Indenture or Against the
Trustee.  All parties to this
Indenture agree, and each holder of any Security by his 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 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 and expenses, 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 Trustee, to any
suit instituted by any holder of Securities of any series or group of such
Securityholders, holding in the aggregate more than ten percent in principal
amount of all the Securities (all series considered as one class) outstanding,
or to any suit instituted by any Securityholder for the enforcement of the
payment of the principal of or interest on any Security, on or after the due
date expressed in such Security (or in the case of any redemption, on or after
the date fixed for redemption).


 


ARTICLE VII

CONCERNING THE TRUSTEE


 


7.1          Upon Event of Default
Occurring and Continuing, Trustee Shall Exercise Powers Vested in It, and Use
Same Degree of Care and Skill in Their Exercise, as a Prudent Man Would Use.
The Trustee, prior to the occurrence of an Event of Default and after the
curing, remedying or waiving of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default has occurred (which has
not been cured, remedied or waived) the Trustee shall exercise such of the
rights and powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise, as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs.


 


No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct; provided, however,
that


 


(a)           Prior
to the occurrence of an Event of Default and after the curing, remedying or
waiving of all Events of Default which may have occurred:


 


36

















 


(i)            the
duties and obligations of the Trustee shall be determined solely by the express
provisions of this Indenture and the Trustee shall not be liable except for the
performance of such duties and obligations as are specifically set forth in
this Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and


 


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


 


(b)           The
Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer or Officers of the Trustee, unless it shall be proved that
the Trustee was negligent in ascertaining the pertinent facts upon which such
judgment was made;


 


(c)           The
Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the holders of
Securities pursuant to Section 6.6 relating to the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture;


 


(d)           Whether
or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection
to the Trustee shall be subject to the provisions of this Section 7.1; and


 


(e)           None of
the provisions contained in 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 there is reasonable ground for believing that the
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.


 


7.2          Reliance on
Documents, Opinions, Etc.  
Except as otherwise provided in Section 7.1,


 


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


 


(b)           Any
request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by an Officer’s Certificate (unless other evidence in
respect thereof be herein specifically prescribed); and any Resolution of the
Company may be evidenced to the Trustee by a copy thereof certified by a
Secretary;


 


(c)           The
Trustee may consult with counsel of its selection and the advice of such
counsel or any Opinion of Counsel with respect to legal matters shall be full
and complete authorization and protection in respect of any action taken,
suffered or omitted to be taken by it hereunder in good faith and in accordance
with such advice or Opinion of Counsel;


 


37

















 


(d)           The
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the
Securityholders pursuant to this Indenture, unless such Securityholders shall
have offered to the Trustee such adequate security or indemnity against the
costs, expenses (including attorneys’ fees and expenses) and liabilities that
might be incurred by it in complying with such request or direction;


 


(e)           The
Trustee shall not be liable for any action taken or omitted to be taken by it
in good faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Indenture;


 


(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, approval, bond, debenture, note, other
evidence of indebtedness or other paper or document, unless requested in
writing to do so by the holders of Securities pursuant to Section 6.6, but
the Trustee may make such further inquiry or investigation into such facts or
matters as it may see fit; provided, however, that if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely to
be incurred by it in the making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it
by the terms of this Indenture, the Trustee may require adequate indemnity
against such costs, expenses or liabilities as a condition to so proceeding;
and provided further, that nothing in this subsection (f) shall require
the Trustee to give the Securityholders any notice other than that required by Section 6.7.
The reasonable expense of every such examination shall be paid by the Company
or, if paid by the Trustee, shall be repaid by the Company upon demand;


 


(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 by it hereunder; provided, however, that the
Trustee shall be responsible for its own negligence or recklessness with
respect to the selection of any such agent or attorney;


 


(h)           The
Trustee shall be under no responsibility for the approval by it in good faith
of any expert for any of the purposes expressed in this Indenture; and


 


(i)            The
Trustee shall not be deemed to have notice of any Event of Default unless a
Responsible Officer of the Trustee in its Corporate Trust Office has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee
from the Company or any Securityholder, and such notice references the
Securities and this Indenture.


 


7.3          Trustee Not Liable for
Recitals in Indenture or in Securities.  The recitals contained herein and in the Securities
(other than the certificate of authentication on the Securities) shall be taken
as the statements of the Company, and the Trustee does not assume any
responsibility for their correctness. The Trustee makes no representations as
to the validity or sufficiency of this Indenture or of the Securities. The
Trustee shall not be accountable for the use or application by the Company of
the proceeds of the Securities of any series.


 


7.4          May Hold Securities.  The Trustee or any agent of the Trustee, in
its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Section 7.8, with the same rights it would have
if it were not Trustee or such agent.


 


38














 


7.5          Moneys Received by Trustee to be Held in Trust without
Interest.  Subject to
the provisions of Section 12.4, all moneys received by the Trustee shall,
until used or applied as herein provided, be held in trust for the purposes for
which they were received, but 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 moneys received by it hereunder.


 


7.6          Trustee Entitled to Compensation, Reimbursement and
Indemnity.  The Company
covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to, such compensation as shall be agreed to in writing
between the Company and the Trustee (which shall not be limited by any
provision of law in regard to the compensation of a trustee of any express
trust), and, the Company will pay or reimburse the Trustee upon its request for
all reasonable expenses, disbursements and advances incurred or made by the
Trustee in connection with the acceptance or administration of its trust under
this Indenture (including the reasonable compensation and the reasonable
expenses and disbursements of its agents and counsel and of all persons not
regularly in its employ) except any such expense, disbursement or advance as may
arise from its negligence or bad faith. The Company also covenants and agrees
to indemnify each of the Trustee, any predecessor Trustee and their agents for,
and to hold them harmless against, any loss, liability or expense incurred
without negligence or bad faith on their part and arising out of or in
connection with the acceptance or administration of this trust and performance
of their duties hereunder, including the reasonable costs and expenses
(including reasonable fees and disbursements of their counsel) of defending
themselves against any claim or liability in connection with the exercise or
performance of any of the powers or duties hereunder. The obligations of the
Company under this Section to compensate the Trustee, to pay or reimburse
the Trustee for expenses, disbursements and advances and to indemnify and hold
harmless the Trustee shall constitute additional indebtedness hereunder and
shall survive satisfaction and discharge of this Indenture and the resignation
or removal of the Trustee. Such additional indebtedness shall be secured by a
lien prior to that of the Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the payment of
principal of or interest, if any, on particular Securities.


 


Without prejudice to any other rights available to
the Trustee under applicable law, when the Trustee incurs expenses or renders
services in connection with an Event of Default specified in Section 6.1(d) or
Section 6.1(e), the expenses (including the reasonable charges and
expenses of its counsel) and the compensation for the services are intended to
constitute expenses of administration under any applicable federal or state
bankruptcy, insolvency or other similar law.


 


7.7          Right of Trustee to Rely on Officer’s Certificate where No
Other Evidence Specifically Prescribed.  Except as otherwise provided in Section 7.1,
whenever in the administration of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking,
suffering or omitting to take any action hereunder, the Trustee (unless other
evidence in respect thereof be herein specifically prescribed) may, in the
absence of negligence or bad faith on its part, request and rely upon an
Officer’s Certificate which, upon receipt of such request, shall be promptly
delivered by the Company.


 


7.8          Disqualification; Conflicting Interests.  If the Trustee has or shall acquire any
conflicting interest, within the meaning of the Trust Indenture Act, the
Trustee shall either eliminate such interest or resign, to the extent and in
the manner provided by, and subject to the provisions of, the Trust Indenture
Act and this Indenture.


 


7.9          Requirements for Eligibility of Trustee.  There shall at all times be a Trustee hereunder
that is a corporation, organized and doing business under the laws of the
United States of America, any state 


 


39

















 


thereof or the District of
Columbia which is authorized under such laws to exercise corporate trust powers
and is subject to supervision or examination by federal, state or District of
Columbia authority; further, such corporation shall be eligible under Sections
310(a)(1) and (5) of the Trust Indenture Act to act as trustee under
an indenture qualified under the Trust Indenture Act and has a combined capital
and surplus (computed in accordance with Section 310(a)(2) of the
Trust Indenture Act) of at least $50,000,000. 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.


 


7.10        Resignation
and Removal of Trustee.


 


(a)           The
Trustee, or any trustee or trustees hereafter appointed, may at any time resign
with respect to one or more or all series of Securities by giving written
notice of such resignation to the Company and by giving to the holders of
Securities of the applicable series notice thereof in the manner and to the
extent provided in subsection (c) of Section 5.4 with respect to
reports pursuant to subsection (a) of Section 5.4. Upon receiving
such notice of resignation and if the Company shall deem it appropriate
evidence satisfactory to it of such mailing, the Company shall promptly appoint
a successor Trustee with respect to the applicable series (it being understood
that any successor Trustee may be appointed with respect to the Securities of
one or more or all of such series and at any time there shall be only one
Trustee with respect to the Securities of any particular series) by written
instrument, in duplicate, executed pursuant to a Resolution of the Company, one
copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor Trustee. If no successor Trustee shall have been so
appointed with respect to any series and have accepted appointment within 30
days after the mailing of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee, or any Securityholder who has been a bona fide holder of a Security or
Securities of the applicable series for at least six months may, subject to the
provisions of Section 6.8, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor Trustee.
Such court may thereupon after such notice, if any, as it may deem proper and
prescribe, appoint a successor Trustee.


 


(b)           In case
at any time any of the following shall occur:


 


(i)            The
Trustee shall fail to comply with Section 7.8 after written request
therefor by the Company or by any Securityholder who has been a bona fide
holder of a Security or Securities of the applicable series for at least six
months, or


 


(ii)           The
Trustee shall cease to be eligible in accordance with the provisions of Section 7.9
and shall fail to resign after written request therefor by the Company or by
any such Securityholder, 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,


 


then, in any such case, the Company may remove the Trustee with
respect to the applicable series and appoint a successor Trustee with respect to the
applicable series by written instrument, in duplicate, executed pursuant to a
Resolution of the Company, one copy of which instrument shall be delivered to
the Trustee so removed and one copy to the successor Trustee, or, subject to
the provisions of Section 6.8, any Securityholder who has been a bona fide
holder of a Security or 


 


40

















 


Securities of the applicable series for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee with respect to the applicable series. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor Trustee.


 


(c)           The
holders of a majority in principal amount of the Securities of any one series
voting as a separate class or all series voting as one class at the time
outstanding (determined as provided in Section 8.4) may at any time remove
the Trustee with respect to the applicable series or all series, as the case
may be, and appoint a successor Trustee with respect to the applicable series
or all series, as the case may be, by written instrument or instruments signed
by such holders or their attorneys-in-fact duly authorized, or by the
affidavits of the permanent chairman and permanent secretary of a meeting of
the Securityholders (as elected in accordance with Section 9.5) evidencing
the vote upon a resolution or resolutions submitted thereto with respect to
such removal and appointment (as provided in Article Nine), and by
delivery thereof to the Trustee so removed, to the successor Trustee and to the
Company.


 


(d)           Any
resignation or removal of the Trustee and any appointment of a successor
Trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor Trustee as provided
in Section 7.11.


 


7.11        Acceptance by Successor
Trustee.  Any successor
Trustee with respect to all series of Securities appointed as provided in Section 7.10
shall execute, acknowledge and deliver to the Company and to its predecessor
Trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor Trustee with respect to all series
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 with respect to such series of its predecessor hereunder, with like
effect as if originally named as Trustee herein; but, on the written request of
the Company or of the successor Trustee, the Trustee ceasing to act shall, upon
payment of any amounts then due it pursuant to the provisions of Section 7.6,
execute and deliver an instrument transferring to such successor Trustee all
the rights and powers with respect to such series of the Trustee so ceasing to
act. Upon the request of any such successor Trustee, the Company shall execute
any and all instruments in writing for more fully and certainly vesting in and
confirming to such successor Trustee all such rights and powers. Any Trustee
ceasing to act shall, nevertheless, retain a lien upon all property or funds
held or collected by such Trustee or any successor Trustee to secure any
amounts then due it pursuant to the provisions of Section 7.6.


 


In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of such series shall execute and deliver an indenture supplemental
hereto wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
such series to which the appointment of such successor Trustee relates, (2) if
the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of such series as to which the retiring Trustee is
not retiring shall continue to be vested in the retiring Trustee, and (3) shall
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees co-Trustees of the same trust and that
each such Trustee shall be 


 


41

















 


Trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such
supplemental indenture the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein and each 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 with respect
to the Securities of such series to which the appointment of such successor
Trustee relates; but, on written request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of such series to which the appointment
of such successor Trustee relates.


 


No successor Trustee shall accept appointment as
provided in this Section unless at the time of such acceptance such
successor Trustee shall be qualified under the provisions of Section 7.8
and eligible under the provisions of Section 7.9.


 


Upon acceptance of appointment by a successor
Trustee as provided in this Section, the successor Trustee shall at the expense
of the Company transmit notice of the succession of such Trustee hereunder to
the holders of Securities of any applicable series in the manner and to the
extent provided in subsection (c) of Section 5.4 with respect to
reports pursuant to subsection (a) of said Section 5.4.


 


7.12        Successor to Trustee by
Merger, Consolidation or Succession to Business.  Any corporation into which the Trustee may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided such corporation shall be qualified under the
provisions of Section 7.8 and eligible under the provisions of Section 7.9,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.


 


In case at the time such successor to the Trustee
shall succeed to the trusts created by this Indenture any of the Securities
shall have been authenticated but not delivered, any such successor to the
Trustee may adopt the certificate of authentication of any predecessor Trustee,
and deliver such Securities so authenticated; and in case at that time any of
the Securities shall not have been authenticated, any successor to the Trustee
may authenticate such Securities either in the name of any predecessor
hereunder or in the name of the successor Trustee; and in all such cases such
certificates shall have the full force which it is anywhere in the Securities
or in this Indenture provided that the certificate of the Trustee shall have;
provided, however, that the right to adopt the certificate of authentication of
any predecessor Trustee or to authenticate Securities in the name of any
predecessor Trustee shall apply only to its successor or successors by merger,
conversion or consolidation.


 


7.13        Limitations
on Preferential Collection of Claims by the Trustee


 


The Trustee shall comply with Section 311(a) of
the Trust Indenture Act, excluding any creditor relationship described in Section 311(b) of
the Trust Indenture Act. A Trustee who has resigned or been removed shall be
subject to Section 311(a) of the Trust Indenture Act to the extent
included therein.


 


ARTICLE VIII

CONCERNING THE SECURITYHOLDERS


 


8.1          Evidence of Action by Securityholders.  Whenever in this Indenture it is provided
that the holders of a specified percentage in principal amount of the
Securities of any or all series may take any action (including the making of
any demand or request, the giving of any notice, consent, or waiver or the 


 


42

















 


taking of any other action),
the fact at the time of taking any such action the holders of such specified
percentage have joined therein may be evidenced (a) by any instrument or
any number of instruments of similar tenor executed by such Securityholders in person or by agent or
proxy appointed in writing, or (b) by the record of such holders of
Securities voting in favor thereof at any meeting of such Securityholders duly
called and held in accordance with the provisions of Article Nine, or (c) by
a combination of such instrument or instruments and any such record of such a
meeting of such Securityholders.


 


If there shall be more than one Trustee acting
hereunder with respect to separate series of Securities, such Trustees shall
collaborate, if necessary, in acting under Article Nine and in determining
whether the holders of a specified percentage in principal amount of the
Securities of any or all series have taken any such action.


 


8.2          Proof of Execution of Instruments and of Holding of
Securities.  Subject to
the provisions of Sections 7.1, 7.2 and 9.5, proof of the execution of any
instrument by a Securityholder or his agent or proxy and proof of the holding
by any person of any of the Securities shall be sufficient if made in the
following manner:


 


(a)           The
fact and date of the execution by any such person of any instrument may be
proved in any reasonable manner acceptable to the Trustee;


 


(b)           The
ownership of Securities of any series shall be proved by the Register of such
Securities of such series, or by certificates of the Security registrar
thereof; and


 


(c)           The
Trustee shall not be bound to recognize any person as a Securityholder unless
and until title to the Securities held by him is proved in the manner in this Article Eight
provided.


 


(i)            The record of any Securityholders’
meeting shall be proved in the manner provided in Section 9.6; and


 


(ii)           The Trustee may accept such other
proof or require such additional proof of any matter referred to in this Section as
it shall deem reasonable.


 


8.3          Who may be Deemed Owners of Securities.  Prior to due presentment for registration of
transfer of any Security, the Company, the Trustee and any agent of the Company
or the Trustee may deem and treat the person in whose name such Security shall
be registered upon the Register of Securities of the series of which such
Security is a part as the absolute owner of such Security (whether or not
payments in respect of such Security shall be overdue and notwithstanding any
notation of ownership or other writing thereon) for the purpose of receiving
payment of or an account of the principal of and interest, subject to Section 2.3,
on such Security and for all other purposes; and neither the Company nor the
Trustee nor any agent of the Company or the Trustee shall be affected by any
notice to the contrary. All such payments so made to any such holder for the
time being, or upon his order, shall be valid, and, to the extent of the sum or
sums so paid, effectual to satisfy and discharge the liability for moneys
payable upon any such Security.


 


8.4          Securities Owned by Company or Controlled or Controlling
Persons Disregarded for Certain Purposes.  In determining whether the holders of the
requisite principal amount of Securities have concurred in any demand,
direction, request, notice, vote, consent, waiver or other action under this
Indenture, Securities which are owned by the Company or any other obligor on
the Securities or by any person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company or
any other obligor on the Securities shall be disregarded and deemed not to be
outstanding for the purpose of any such determination, provided that for the
purposes of determining whether the Trustee 


 


43

















 


shall be protected in
relying on any such demand, direction, request, notice, vote, consent, waiver
or other action, only Securities which a Responsible Officer of the Trustee
assigned to its principal office actually knows are so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as outstanding for the purposes of this Section, if the pledgee shall
establish to the satisfaction of the Trustee the pledgee’s right to vote such
Securities and that the pledgee is not a person directly or indirectly
controlling or controlled by or under direct or indirect common control with
the Company or any such other obligor. Upon request of the Trustee, the Company
shall furnish to the Trustee promptly an Officer’s Certificate listing and
identifying all Securities, if any, known by the Company to be owned or held by
or for the account of the Company or any other obligor on the Securities or by
any person directly or indirectly controlling or controlled by or under direct
or indirect common control with the Company or any other obligor on the
Securities; and, subject to the provisions of Section 7.1, the Trustee
shall be entitled to accept such Officer’s Certificate as conclusive evidence
of the facts therein set forth and of the fact that all Securities not listed
therein are outstanding for the purpose of any such determination.


 


8.5          Instruments Executed by Securityholders Bind Future Holders.  At any time prior to (but not after) the
evidencing to the Trustee, as provided in Section 8.1, of the taking of
any action by the holders of the percentage in principal amount of the
Securities specified in this Indenture in connection with such action, any
holder of a Security which is shown by the evidence to be included in the
Securities the holders of which have consented to such action may, by filing
written notice with the Trustee at its principal office and upon proof of
holding as provided in Section 8.2, revoke such action so far as concerns
such Security. Except as aforesaid any such action taken by the holder of any
Security and any direction, demand, request, notice, waiver, consent, vote or
other action of the holder of any Security which by any provisions of this
Indenture is required or permitted to be given shall be conclusive and binding
upon such holder and upon all future holders and owners of such Security, and
of any Security issued in lieu thereof or upon registration of transfer
thereof, irrespective of whether any notation in regard thereto is made upon
such Security. Any action taken by the holders of the percentage in principal
amount of the Securities of any or all series specified in this Indenture in
connection with such action shall be conclusively binding upon the Company, the
Trustee and the holders of all of the Securities of such series subject,
however, to the provisions of Section 7.1.


 


ARTICLE IX

SECURITYHOLDERS’ MEETINGS


 


9.1          Purposes for which Meetings may be Called.  A meeting of holders of Securities of any or
all series may be called at any time and from time to time pursuant to the
provisions of this Article for any of the following purposes:


 


(a)           To give
any notice to the Company or to the Trustee, or to give any directions to the
Trustee, or to consent to the waiving of any default hereunder and its
consequences, or to take any other action authorized to be taken by holders of
Securities of any or all series, as the case may be, pursuant to any of the
provisions of Article Six;


 


(b)           To
remove the Trustee and appoint a successor Trustee pursuant to the provisions
of Article Seven;


 


(c)           To
consent to the execution of an indenture or indentures supplemental hereto
pursuant to the provisions of Section 10.2; or


 


44

















 


(d)           To take
any other action authorized to be taken by or on behalf of the holders of any
specified principal amount of the Securities of any or all series, as the case
may be, under any other provision of this Indenture or under applicable law.


 


9.2          Manner of Calling Meetings.  The Trustee may at any time call a meeting of
Securityholders to take any action specified in Section 9.1, to be held at
such time and at such place in the Borough of Manhattan, State of New York, as
the Trustee shall determine. Notice of every meeting of Securityholders setting
forth the time and place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be mailed (except as otherwise
specified as contemplated by Section 2.1) not less than 15 nor more than
90 days prior to the date fixed for the meeting.


 


9.3          Call of Meeting by Company or Securityholders.  In case at any time the Company, pursuant to
a Resolution of the Company, or the holders of not less than ten percent in
principal amount of the Securities of any or all series, as the case may be,
then outstanding, shall have requested the Trustee to call a meeting of holders
of Securities of any or all series, as the case may be, to take any action
authorized in Section 9.1 by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Trustee shall
not have mailed (except as otherwise specified as contemplated by Section 2.1)
notice of such meeting within 20 days after receipt of such request, then the
Company or such holders of Securities in the amount above specified may
determine the time and place in the Borough of Manhattan, State of New York,
for such meeting and may call such meeting to take any action authorized in Section 9.1,
by mailing notice thereof as provided in Section 9.2.


 


9.4          Who May Attend and Vote at Meetings.  To be entitled to vote at any meeting of Securityholders
a person shall (a) be a holder of one or more Securities with respect to
which the meeting is being held, or (b) be a person appointed by an
instrument in writing as proxy by such holder of one or more Securities. The
only persons who shall be entitled to be present or to speak at any meeting of
Securityholders shall be the persons entitled to vote at such meeting and their
counsel and any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.


 


9.5          Regulations may be made by Trustee.  Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Securityholders, in regard to proof of the holding
of Securities 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 think fit.
Except as otherwise permitted or required by any such regulations, the holding
of Securities shall be proved in the manner specified in Section 8.2 and
the appointment of any proxy shall be proved in the manner specified in said Section 8.2;
provided, however, that such regulations may provide that written instruments
appointing proxies regular on their face, may be presumed valid and genuine
without the proof hereinabove or in said Section 8.2 specified.


 


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 Securityholders as provided in Section 9.3, in
which case the Company or the Securityholders 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 majority vote of the
meeting.


 


Subject to the provisions of Section 8.4, at
any meeting each Securityholder or proxy shall be entitled to one vote for each
$1,000 principal amount of Securities held or represented by him, provided,
however, that no vote shall be cast or counted at any meeting in respect of any
Security challenged as not outstanding 


 


45

















 


and ruled by the permanent
chairman of the meeting to be not outstanding; provided, further, that each
holder of Original Issue Discount Securities shall be entitled to one vote for
each $1,000 amount which would be due upon acceleration of his Original Issue
Discount Security on the date of the meeting. Neither a temporary nor a
permanent chairman of the meeting shall have a right to vote other than by
virtue of Securities held by him or instruments in writing as aforesaid duly
designating him as the person to vote on behalf of other Securityholders. Any
meeting of Securityholders duly called pursuant to the provisions of Section 9.2
or 9.3 may be adjourned from time to time, and the meeting may be held so
adjourned without further notice.


 


At any meeting of Securityholders, the presence of
persons holding or representing Securities in principal amount sufficient to
take action on the business for the transaction of which such meeting was
called shall constitute a quorum, but, if less than a quorum is present, the
person or persons holding or representing a majority in principal amount of the
Securities represented at the meeting may adjourn such meeting with the same
effect for all intents and purposes, as though a quorum had been present.


 


9.6          Manner of Voting at Meetings and Record to be Kept.  The vote upon any resolution submitted to any
meeting of Securityholders shall be by written ballots on which shall be
subscribed the signatures of the holders of Securities or of their
representatives by proxy and the principal amount or principal amounts of the
Securities 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
permanent secretary of the meeting their verified written reports in duplicate
of all votes cast at the meeting. A record in duplicate of the proceedings of
each meeting of Securityholders shall be prepared by the permanent 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 mailed as provided in Section 9.2.
The record shall show the principal amount or principal amounts of the
Securities voting in favor of, against, or abstaining from voting on, any
resolution. The record shall be signed and verified by the affidavits of the
permanent chairman and permanent secretary of the meeting and one of the
duplicates shall be delivered to the Company and the other 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.


 


9.7          Exercise of Rights of Trustee, Securityholders and
Registered owners of Preferred Securities Not to be Hindered or Delayed.  Nothing in this Article contained shall
be deemed or construed to authorize or permit, by reason of any call of a
meeting of Securityholders or any rights expressly or impliedly conferred
hereunder to make such call any hindrance or delay in the exercise of any right
or rights conferred upon or reserved to the Trustee, to the Securityholders or
the registered owners of Preferred Securities under any of the provisions of
this Indenture or of the Securities.


 


ARTICLE X

SUPPLEMENTAL INDENTURES


 


10.1        Purposes for which Supplemental Indentures may be Entered
into Without Consent of Securityholders.  Without the consent of any Securityholders or
any registered owners of Preferred Securities, the Company, when authorized by
a Resolution of the Company, and the Trustee may from time to time, and at any
time enter into an indenture or indentures supplemental hereto, in form
satisfactory to such Trustee (which shall comply with the provisions of the
Trust Indenture Act as then in effect), for one or more of the following
purposes:


 


46

















 


(a)           To
evidence the succession of another corporation to the Company, or successive
successions, and the assumption by the successor corporation of the covenants,
agreements and obligations of the Company pursuant to Article Eleven
hereof;


 


(b)           To add
to the covenants of the Company such further covenants, restrictions or
conditions as the Company and the Trustee shall consider to be for the
protection of the holders of all or any series of Securities (and if such
covenants, restrictions or conditions are to be for the benefit of less than
all series of Securities, stating that such covenants, restrictions or
conditions are expressly being included solely for the benefit of such series),
and to make the occurrence, or the occurrence and continuance, of a default in
any such additional covenants, restrictions or conditions a default or an Event
of Default permitting the enforcement of all or any of the several remedies
provided in this Indenture as herein set forth; provided, however, that in
respect to any such additional covenant, restriction or condition such
supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such default
or may limit the remedies available to the Trustee upon such default;


 


(c)           To add
or change any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the issuance of Securities in bearer form,
registrable or not registrable as to principal, and with or without interest
coupons;


 


(d)           To
change or eliminate any of the provisions of this Indenture; provided, however,
that any such change or elimination shall become effective only when there is
no Security of any series outstanding created prior to the execution of such
supplemental indenture which is entitled to the benefit of such provision;


 


(e)           To
establish the form or terms of Securities of any series as permitted by Section 2.1
and 2.2;


 


(f)            To
cure any ambiguity or to correct or supplement any provision contained herein
or in any supplemental indenture which may be defective or inconsistent with
any other provisions contained herein or in any supplemental indenture, or to
make such other provision in regard to matters or questions arising under this
Indenture or any supplemental indenture; provided, however, that such action
shall not adversely affect the interest of the holders of Securities of any
series in any material respect or, in the case of the Securities of a series
issued to a SCANA Trust and for so long as any of the corresponding series of
Preferred Securities issued by such SCANA Trust shall remain outstanding, the
holders of such Preferred Securities;


 


(g)           To
mortgage or pledge to the Trustee as security for the Securities any property
or assets which the Company may desire to mortgage or pledge as security for
the Securities;


 


(h)           To
qualify, or maintain the qualification of, the Indenture under the Trust
Indenture Act; and


 


(i)            To
supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of
Securities pursuant to Section 12.5, provided that any such action shall
not adversely affect the interests of any holder of a Security of such series
or any other Security or coupon in any material respect.


 


47

















 


The Trustee is hereby authorized to join with the
Company in the execution of any such supplemental indenture, to make any
further appropriate agreements and stipulations which may be therein contained
and to accept the conveyance, transfer, mortgage, pledge or assignment of any
property thereunder, but the Trustee shall not be obligated to enter into any
such supplemental indenture which affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise.


 


Any supplemental indenture authorized by the
provisions of this Section may be executed by the Company and the Trustee
without the consent of the holders of any of the Securities at the time
outstanding, notwithstanding any of the provisions of Section 10.2.


 


10.2        Modification of Indenture with Consent of Holders of a
Majority in Principal Amount of Securities.  With the consent (evidenced as provided in Section 8.1)
of the holders of not less than a majority in principal amount of the
Securities of all series at the time outstanding (determined as provided in Section 8.4)
affected by such supplemental indenture (voting as one class), the Company,
when authorized by a Resolution of the Company, and the Trustee may from time
to time and at any time enter into an indenture or indentures supplemental
hereto (which shall be in conformity with the provisions of the Trust Indenture
Act as then in effect) for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner the rights of the holders
of the Securities of each such series; provided, however, that no such
supplemental indenture shall (i) change the fixed Maturity of any
Securities, or reduce the rate or extend the time of payment of any interest
thereon or on any overdue principal amount or reduce the principal amount
thereof, or change the provisions pursuant to which the rate of interest on any
Security is determined if such change could reduce the rate of interest
thereon, or reduce the minimum rate of interest thereon, or reduce any amount
payable upon any redemption thereof, or adversely affect any right to convert
the Securities in accordance therewith, or reduce the amount to be paid at
Maturity or upon redemption in Capital Stock or make the principal thereof or
any interest thereon or on any overdue principal amount payable in any coin or
currency other than that provided in the Security without the consent of the
holder of each Security so affected, (ii) reduce the aforesaid percentage
of Securities, the holders of which are required to consent to any such
supplemental indenture without the consent of the holders of all Securities
then outstanding, (iii) modify any of the provisions of this Section, Section 4.7
or Section 6.6, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without
the consent of the holders of all Securities then outstanding or (iv) modify
the provisions of Article Fourteen with respect to the subordination of
outstanding Securities of any series in a manner adverse to the holders thereof
without the consent of the holder of each Security so affected; provided,
however, that, in the case of the Securities of a series issued to a SCANA
Trust, so long as any of the corresponding series of Preferred Securities
issued by such SCANA Trust remains outstanding, (i) no such amendment
shall be made that adversely affects the holders of such Preferred Securities
in any material respect, and no termination of this Indenture shall occur, and
no waiver of any Event of Default with respect to such series or compliance
with any covenant with respect to such series under this Indenture shall be
effective, without the prior consent of the holders of at least a majority of
the aggregate liquidation amount of such Preferred Securities then outstanding
unless and until the principal of the Securities of such series and all accrued
and unpaid interest (including any Additional Interest) thereon have been paid
in full; and (ii) no amendment shall be made to Section 6.5 of this
Indenture that would impair the rights of the holders of such Preferred
Securities provided therein or to this Indenture that requires the consent of
each holder of the Securities of such series without the prior consent of each
holder of such Preferred Securities then outstanding unless and until the
principal of the Securities of such series and all accrued and unpaid interest
(including any Additional Interest) thereon have been paid in full.


 


48














 


A supplemental indenture which changes or eliminates
any covenant or other provision of this Indenture which has expressly been
included solely for the benefit of one or more particular series of Securities
or Preferred Securities, or which modifies the rights of holders of Securities
or registered owners of Preferred Securities of such series with respect to
such covenant or other provision, shall be deemed not to affect the rights
under this Indenture of the holders of Securities or registered owners of Preferred
Securities of any other series.


 


Upon the request of the Company, accompanied by a
copy of a Resolution of the Company certified by a Secretary authorizing the
execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee
shall join with the Company in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into such supplemental
indenture.


 


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


 


Promptly after the execution by the Company and the
Trustee of any supplemental indenture pursuant to the provisions of this
Section, the Company shall mail (except as otherwise specified as contemplated
by Section 2.1) a notice to the holders of Securities of each series so
affected, setting forth in general terms the substance of such supplemental
indenture. Any failure of the Company to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such supplemental indenture.


 


10.3        Effect of Supplemental
Indentures.  Upon the
execution of any supplemental indenture pursuant to the provisions of this
Article, this Indenture shall be and be deemed to be modified and amended in
accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the holders of Securities shall thereafter be determined, exercised
and enforced hereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental indenture
shall be and be deemed to be part of the terms and conditions of this Indenture
for any and all purposes.


 


The Trustee shall be entitled to receive, and
subject to the provisions of Section 7.1 shall be entitled to rely upon,
an Opinion of Counsel as conclusive evidence that any such supplemental
indenture complies with the provisions of this Article.


 


10.4        Securities May Bear
Notation of Changes by Supplemental Indentures.  Securities authenticated and delivered after
the execution of any supplemental indenture pursuant to the provisions of this
Article, or after any action taken at a Securityholders’ meeting pursuant to Article Nine,
may bear a notation in form approved by the Trustee as to any matter provided
for in such supplemental indenture or as to any action taken at any such
meeting. If the Company or the Trustee shall so determine, new Securities so
modified as to conform, in the opinion of the Trustee and an Officer of the
Company, to any modification of this Indenture contained in any such
supplemental indenture may be prepared by the Company, authenticated by the
Trustee and delivered in exchange for the Securities then outstanding.


 


10.5        Revocation and Effect of Consents.  Subject to Section 8.5, until an
amendment, supplement, waiver or other action becomes effective, a consent to
it by a Securityholder of a Security is a continuing consent conclusive and
binding upon such Securityholder and every subsequent Securityholder of


 


49

















 


the same Security or portion
thereof, and of any Security issued upon the registration of transfer thereof
or in exchange therefor or in place thereof, even if notation of the consent is
not made on any such Security.


 


The Company may, but shall not be obligated to, fix
a record date for the purpose of determining the Securityholders entitled to
consent to any amendment, supplement or waiver. If a record date is fixed,
then, notwithstanding the preceding paragraph, those Persons who were
Securityholders at such record date (or their duly designated proxies), and
only such Persons, shall be entitled to consent or revoke such consent to such
amendment, supplement or waiver, whether or not such Persons continue to be
Securityholders after such record date. No such consent shall be valid or
effective for more than 180 days after such record date.


 


After an amendment, supplement, waiver or other
action becomes effective, it shall bind every Securityholder.


 


10.6        Conformity with Trust Indenture Act.  Every supplemental indenture executed
pursuant to this Article shall conform to the requirements of the Trust
Indenture Act.


 


ARTICLE XI

CONSOLIDATION, MERGER, SALE OR CONVEYANCE


 


11.1        Company May Consolidate, Etc., on Certain Terms.  The Company covenants that it will not merge
or consolidate with any other corporation or sell or convey all or
substantially all of its assets to any Person unless (i) either the
Company shall be the continuing corporation, or the successor corporation (if
other than the Company) shall be a corporation organized and existing under the
laws of the United States of America or a State thereof or the District of
Columbia and such corporation shall expressly assume the due and punctual
payment of the principal of and interest on all the Securities, according to
their tenor, and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed by the Company by
supplemental indenture in form satisfactory to the Trustee, executed and
delivered to the Trustee by such corporation, (ii) the Company or such
successor corporation, as the case may be, shall not, immediately after such
merger or consolidation, or such sale or conveyance, be in default in the
performance of any such covenant or condition, and (iii) in the case of
Securities of a series issued to a SCANA Trust, such consolidation, merger,
sale or conveyance is permitted under the relevant Trust Agreement and SCANA
Guarantee and does not give rise to any breach or violation of such Trust
Agreement or SCANA Guarantee.


 


11.2        Successor Corporation Substituted.  Upon any consolidation or merger by the
Company with or into any other corporation, or any sale or conveyance by the
Company of all or substantially all of its assets to any Person in accordance
with Section 11.1, the successor corporation formed by such consolidation
or into which the Company is merged or to which such sale or conveyance is made
shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor corporation had been named as the Company herein; and in the event of
any such sale or conveyance, the Company (which term shall for this purpose
mean the Person named as the “Company” in the first paragraph of this Indenture
or any successor corporation which shall theretofore become such in the manner
described in Section 11.1) shall be discharged from all obligations and
covenants under this Indenture and the Securities and may be dissolved and
liquidated. Such successor corporation thereupon may cause to be signed, and
may issue either in its own name or in the name of the Company, any or all of
the Securities issuable hereunder which theretofore shall not have been
delivered to the Trustee; and upon the order of such successor corporation,
instead of the Company, and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities which previously shall have been signed and
delivered by the officers of the


 


50

















 


Company to the Trustee, and
any Securities which such successor corporation thereafter shall cause to be
signed and delivered to the Trustee. All the Securities so issued shall in all
respects have the same legal rank and benefit under this Indenture as the
Securities theretofore or thereafter issued in accordance with the terms of
this Indenture as though all of such Securities had been issued at the date of
the execution hereof.


 


In case of any such consolidation, merger, sale or
conveyance such changes in phraseology and form (but not in substance) may be
made in the Securities thereafter to be issued as may be appropriate.


 


11.3        Opinion of Counsel to Trustee.  The Trustee shall be entitled to receive, and
subject to the provisions of Section 7.1 shall be entitled to rely upon,
an Opinion of Counsel as conclusive evidence that any such consolidation,
merger, sale or conveyance and any such assumption, complies with the
provisions of this Article and that all conditions precedent herein
provided for relating to such transaction have been complied with.


 


ARTICLE XII

SATISFACTION AND DISCHARGE OF INDENTURE, UNCLAIMED MONEYS


 


12.1        Satisfaction and Discharge of Indenture.  If (a) the Company shall deliver to the
Trustee for cancellation all Securities of any series theretofore authenticated
(other than any Securities of such series which shall have been destroyed, lost
or stolen and which shall have been replaced or paid as provided in Section 2.7)
and not theretofore canceled, or (b) all the Securities of such series not
theretofore canceled or delivered to the Trustee for cancellation shall have
become due and payable, or are by their terms to become due and payable within
one year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and the
Company shall deposit with the Trustee as trust funds the entire amount
sufficient to pay at Maturity or upon redemption all of such Securities not theretofore
canceled or delivered to the Trustee for cancellation, including principal and
any interest due or to become due to such date of Maturity or redemption date,
as the case may be, and if in either case the Company shall also pay or cause
to be paid all other sums payable hereunder by the Company with respect to
Securities of such series, then this Indenture shall cease to be of further
effect with respect to Securities of such series (except as to (i) remaining
rights of registration of transfer, conversion, substitution and exchange and
the Company’s right of optional redemption of Securities of such series, (ii) rights
hereunder of holders to receive payments of principal of, and any interest on,
the Securities of such series, and other rights, duties and obligations of the
holders of Securities of such series as beneficiaries hereof with respect to
the amounts, if any, so deposited with the Trustee, and (iii) the rights,
obligations and immunities of the Trustee hereunder), and the Trustee, on
demand of the Company, and at the cost and expense of the Company, shall
execute proper instruments acknowledging satisfaction of and discharging this
Indenture with respect to the Securities of such series. The Company hereby
agrees to compensate the Trustee for any services thereafter reasonably and
properly rendered and to reimburse the Trustee for any costs or expenses
theretofore and thereafter reasonably and properly incurred by the Trustee in
connection with this Indenture or the Securities of such series.


 


Notwithstanding the satisfaction and discharge of
this Indenture with respect to the Securities of any or all series, the
obligations of the Company to the Trustee under Section 7.6 shall survive.


 


12.2        Application by Trustee of Funds Deposited for Payment of
Securities.  Subject to Section 12.4,
all moneys deposited with the Trustee pursuant to Section 12.1 shall be
held in trust and applied by it to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent), to the
holders of the particular Securities of such series, for the payment or
redemption of which such


 


51

















 


moneys have been deposited
with the Trustee, of all sums due and to become due thereon for principal and
interest.


 


12.3        Repayment of Moneys Held by Paying Agent.  In connection with the satisfaction and
discharge of this Indenture with respect to Securities of any series, all
moneys with respect to Securities of such series then held by any Paying Agent
under the provisions of this Indenture shall, upon demand of the Company, be
paid to the Trustee and thereupon such Paying Agent shall be released from all
further liability with respect to such moneys.


 


12.4        Repayment of Moneys Held by Trustee.  Any moneys deposited with the Trustee or any
Paying Agent for the payment of the principal of or any interest on any
Securities of any series and not applied but remaining unclaimed by the holders
of Securities of such series for two years after the date upon which such
payment shall have become due and payable, shall, at the request of the
Company, be repaid to the Company by the Trustee or by such Paying Agent; and
the holder of any of the Securities of such series entitled to receive such
payment shall thereafter look only to the Company for the payment thereof;
provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Company cause to be
published once a week for two successive weeks (in each case on any day of the
week) in an Authorized Newspaper, or mailed (except as otherwise specified as
contemplated by Section 2.1) to the registered holders thereof, a notice
that said moneys have not been so applied and that after a date named therein
any unclaimed balance of said money then remaining will be returned to the
Company.


 


12.5        Defeasance and Covenant Defeasance.


 


(a)           Unless,
pursuant to Section 2.1, either or both of (i) defeasance of the
Securities of or within a series under clause (b) of this Section 12.5
or (ii) covenant defeasance of the Securities of or within a series under
clause (c) of this Section 12.5 shall not be applicable with respect
to the Securities of such series, then such provisions, together with the other
provisions of this Section 12.5 (with such modifications thereto as may be
specified pursuant to Section 2.1 with respect to any Securities), shall
be applicable to such Securities, and the Company may at its option by
Resolution of the Company, at any time, with respect to such Securities, elect
to have Section 12.5(b) or Section 12.5(c) be applied to
such outstanding Securities upon compliance with the conditions set forth below
in this Section 12.5.


 


(b)           Upon
the Company’s exercise of the above option applicable to this Section 12.5(b) with
respect to any Securities of or within a series, the Company shall be deemed to
have been discharged from its obligations with respect to such outstanding
Securities on the date the conditions set forth in clause (d) of this Section 12.5
are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance
means that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such outstanding Securities, which shall thereafter
be deemed to be “outstanding” only for the purposes of clause (e) of this Section 12.5
and the other Sections of this Indenture referred to in clauses (i) and (ii) below,
and to have satisfied all of its other obligations under such Securities and
this Indenture insofar as such Securities are concerned (and the Trustee, at
the expense of the Company , shall execute proper instruments acknowledging the
same), except for the following which shall survive until otherwise terminated
or discharged hereunder: (i) the rights of holders of such outstanding
Securities to receive, solely from the trust fund described in clause (d) of
this Section 12.5 and as more fully set forth in such Section, payments in
respect of the principal of and interest, if any, on, and Additional Interest,
if any, with respect to, such Securities when such payments are due, and any
rights of such holder to convert or exchange such Securities into Capital


 


52

















 


Stock
or other securities, (ii) the obligations of the Company and the Trustee
with respect to such Securities under Sections 2.5, 2.7, 4.2 and 12.4, with
respect to the payment of Additional Interest, if any, on such Securities (but
only to the extent that the Additional Interest payable with respect to such
Securities exceeds the amount deposited in respect of such Additional Interest
pursuant to Section 12.5(d)(i) below), and with respect to any rights
to convert or exchange such Securities into Capital Stock or other securities, (iii) the
rights, powers, trusts, duties and immunities of the Trustee hereunder
(including under Section 7.6) and (iv) this Section 12.5. The
Company may exercise its option under this Section 12.5(b) notwithstanding
the prior exercise of its option under clause (c) of this Section 12.5
with respect to such Securities.


 


(c)           Upon
the Company’s exercise of the above option applicable to this Section 12.5(c) with
respect to any Securities of or within a series, the Company shall be released
from any covenant applicable to such Securities specified pursuant to Section 2.1(t),
with respect to such outstanding Securities on and after the date the
conditions set forth in clause (d) of this Section 12.5 are satisfied
(hereinafter, “covenant defeasance”), and such Securities shall thereafter be
deemed to be not “outstanding” for the purposes of any direction, waiver,
consent or declaration or act of holders (and the consequences of any thereof)
in connection with any such covenant, but shall continue to be deemed “outstanding”
for all other purposes hereunder. For this purpose, such covenant defeasance
means that, with respect to such outstanding Securities, the Company may omit
to comply with, and shall have no liability in respect of, any term, condition
or limitation set forth in any such covenant, whether directly or indirectly,
by reason of any reference elsewhere herein to any such covenant or by reason
of reference in any such covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a default or an Event
of Default under Section 6.1(c) or otherwise, as the case may be,
but, except as specified above, the remainder of this Indenture and such
Securities shall be unaffected thereby.


 


(d)           The
following shall be the conditions to application of clause (b) or (c) of
this Section 12.5 to any outstanding Securities of or within a series:


 


(i)            The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 7.9 who
shall agree to comply with the provisions of this Section 12.5 applicable
to it) as trust funds in trust for the purpose of making the following
payments, specifically pledged as security for, and dedicated solely to, the
benefit of the holders of such Securities, (1) an amount in Dollars or in
such Foreign Currency in which such Securities are then specified as payable at
Stated Maturity, or (2) Government Obligations applicable to such
Securities (determined on the basis of the Currency in which such Securities
are then specified as payable at Stated Maturity) which through the scheduled
payment of principal and interest in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any payment
of principal of and interest, if any, on such Securities, money in an amount,
or (3) a combination thereof, in any case, in an amount, sufficient,
without consideration of any reinvestment of such principal and interest, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge, and which shall be applied by the Trustee (or other qualifying
trustee) to pay and discharge, (y) the principal of and interest, if any,
on, and, to the extent that such Securities provide for the payment of
Additional Interest thereon and the amount of any such Additional Interest is
at the time of deposit reasonably determinable by the Company (in the exercise
by the Company of its sole and absolute discretion), any Additional Interest
with respect to, such outstanding Securities to and including the Stated
Maturity of


 


53

















 


such principal or installment of principal or interest or the
redemption date established pursuant to clause (iv) below, if any, and (z) any
mandatory sinking fund payments or analogous payments applicable to such
outstanding Securities on the day on which such payments are due and payable in
accordance with the terms of this Indenture and of such Securities.


 


(ii)           Such
defeasance or covenant defeasance shall not result in a breach or violation of,
or constitute a default under, this Indenture or any other material agreement
or instrument to which the Company is a party or by which it is bound.


 


(iii)          Solely
in the case of an election under clause (b) of this Section 12.5, no
Event of Default or event which with notice or lapse of time or both would
become an Event of Default with respect to such Securities shall have occurred
and be continuing on the date of such deposit and, with respect to defeasance
only, at any time during the period ending on the 91st day after the date of
such deposit (it being understood that this condition shall not be deemed satisfied
until the expiration of such period).


 


(iv)          If
the Securities are to be redeemed prior to Stated Maturity (other than from
mandatory sinking fund payments or analogous payments), notice of such
redemption shall have been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee shall have been made.


 


(v)           The
Company shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the
defeasance or covenant defeasance under clause (b) or (c) of this Section 12.5
(as the case may be) have been complied with.


 


(vi)          Notwithstanding
any other provisions of this Section 12.5(d), such defeasance or covenant
defeasance shall be effected in compliance with any additional or substitute
terms, conditions or limitations which may be imposed on the Company in
connection therewith pursuant to Section 2.1.


 


(e)           Subject
to the provisions of Section 7.5, all money and Government Obligations (or
other property as may be provided pursuant to Section 2.1) (including the
proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 12.5(e), the “Trustee”) pursuant
to clause (d) of Section 12.5 in respect of any outstanding
Securities of any series shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the holders of
such Securities of all sums due and to become due thereon in respect of
principal and interest and Additional Interest, if any, but such money need not
be segregated from other funds except to the extent required by law.


 


Unless otherwise specified in or pursuant to this
Indenture or any Securities, if, after a deposit referred to in Section 12.5(d)(i) has
been made, (a) the holder of a Security in respect of which such deposit
was made is entitled to, and does, elect pursuant to Section 2.1 or the
terms of such Security to receive payment in a Currency other than that in
which the deposit pursuant to Section 12.5(d)(i) has been made in
respect of such Security, or (b) a Conversion Event occurs in respect of
the Foreign Currency in which the deposit pursuant to Section 12.5(d)(i) has
been made, the indebtedness represented by such Security shall be


 


54

















 


deemed to have been, and
will be, fully discharged and satisfied through the payment of the principal of
(and premium, if any), and interest, if any, on, and Additional Interest, if
any, with respect to, such Security as the same becomes due out of the proceeds
yielded by converting (from time to time as specified below in the case of any
such election) the amount or other property deposited in respect of such
Security into the Currency in which such Security becomes payable as a result
of such election or Conversion Event based on (x) in the case of payments
made pursuant to clause (a) above, the applicable market exchange rate for
such Currency in effect on the second Business Day prior to each payment date,
or (y) with respect to a Conversion Event, the applicable market exchange
rate for such Foreign Currency in effect (as nearly as feasible) at the time of
the Conversion Event.


 


The Company shall pay and indemnify the Trustee
against any tax, fee or other charge, imposed on or assessed against the
Government Obligations deposited pursuant to this Section 12.5 or the
principal or interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the holders of such
outstanding Securities.


 


Anything in this Section 12.5 to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon request by the Company any money or Government Obligations (or other
property and any proceeds therefrom) held by it as provided in clause (d) of
this Section 12.5 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect a defeasance or covenant defeasance, as
applicable, in accordance with this Section 12.5.


 


Any trustee appointed pursuant to Section 12.5(d)(i) for
the purpose of holding money or Government Obligations deposited pursuant to
that Subsection shall be appointed under an agreement in form acceptable to the
Trustee and shall provide to the Trustee a certificate of such trustee, upon
which certificate the Trustee shall be entitled to conclusively rely, that all
conditions precedent provided for herein to the related defeasance or covenant
defeasance have been complied with. In no event shall the Trustee be liable for
any acts or omissions of said trustee.


 


If the Trustee (or other qualifying trustee) is
unable to apply any money or Government Obligations in accordance with Section 12.2
or 12.5, as applicable, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company’s obligations under this Indenture and the Securities
shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.1
or 12.5 until such time as the Trustee (or other qualifying trustee) is
permitted to apply all such money or Government Obligations in accordance with Section 12.2
or 12.5, as applicable; provided, however, that if the Company has made any
payment of principal of or interest on any Securities because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the holders of such Securities to receive such payment from the money or
Government Obligations held by the Trustee (or other qualifying trustee).


 


ARTICLE XIII

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES


 


13.1        Incorporators, Stockholders, Officers, Directors and
Employees of Company Exempt from Individual Liability.  No recourse under or upon any obligation,
covenant or agreement of this Indenture, or of any Security, or for any claim
based thereon or otherwise in respect thereof, shall be had against any
incorporator, stockholder, officer, director or employee, as such, past,
present or future, of the Company or of any successor corporation, either
directly or through the Company, whether by virtue of any


 


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constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise, it being
expressly understood that this Indenture and the obligations issued hereunder
are solely corporate obligations, and that no personal liability whatever shall
attach to, or is or shall be incurred by, the incorporators, stockholders,
officers, directors or employees, as such, of the Company or any successor
corporation, or any of them, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any of the Securities or implied therefrom;
and that any and all such personal liability of every name and nature, either
at common law or in equity or by constitution or statute, of, and any and all
such rights and claims against every such incorporator, stockholder, officer,
director or employee, as such, because of the creation of the indebtedness
hereby authorized, or under or by reason of the obligations, covenants or
agreements contained in this Indenture or in any of the Securities or implied
therefrom are hereby expressly waived and released as a condition of and as a
consideration for, the execution of this Indenture and the issue of such
Securities.


 


ARTICLE XIV

SUBORDINATION OF SECURITIES


 


14.1        Agreement to Subordinate.  The Company, for itself, its successors and
assigns, covenants and agrees, and each holder of a Security of any series
likewise covenants and agrees by its acceptance thereof, that the obligation of
the Company to make any payment on account of the principal of and interest on
each and all of the Securities of any series shall be subordinate and junior in
right of payment to the Company’s obligations to the holders of Priority
Indebtedness of the Company.


 


In the case of any insolvency, receivership,
conservatorship, reorganization, readjustment of debt, marshaling of assets and
liabilities or similar proceedings or any liquidation or winding-up of or
relating to the Company as a whole, whether voluntary or involuntary, all
obligations of the Company to holders of Priority Indebtedness of the Company
shall be entitled to be paid in full before any payment shall be made on
account of the principal of or interest on any of the Securities. In the event
of any such proceeding, after payment in full of all sums owing with respect to
Priority Indebtedness of the Company, the holders of the Securities of each
series, together with the holders of any obligations of the Company ranking on
a parity with the Securities, shall be entitled to be paid from the remaining
assets of the Company the amounts at the time due and owing on account of
unpaid principal of and interest on the Securities of any series before any
payment or other distribution, whether in cash, property or otherwise, shall be
made on account of any Capital Stock or any obligations of the Company ranking
junior to the Securities. In addition, in the event of any such proceeding, if
any payment or distribution of assets of the Company of any kind or character
whether in cash, property or securities, including any such payment or
distribution which may be payable or deliverable by reason of the payment of
any other indebtedness of the Company being subordinated to the payment of the
Securities of any series shall be received by the Trustee or the holders of the
Securities of any series before all Priority Indebtedness of the Company is
paid in full, such payment or distribution shall be held in trust for the
benefit of and shall be paid over to the holders of such Priority Indebtedness
of the Company or their representative or representatives or to the trustee or
trustees under any indenture under which any instruments evidencing any of such
Priority Indebtedness of the Company may have been issued, ratably, for application
to the payment of all Priority Indebtedness of the Company remaining unpaid
until all such Priority Indebtedness of the Company shall have been paid in
full, after giving effect to any concurrent payment or distribution to the
holders of such Priority Indebtedness of the Company. The obligations of the
Company in respect of the Securities of all series shall rank on a parity with
any obligations of the Company ranking on a parity with the Securities. Nothing
in this Article shall apply to claims of, or payments to, the Trustee
under or pursuant to Section 7.6.


 


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The subordination provisions of the foregoing
paragraph and Section 14.9 shall not be applicable to amounts at the time
due and owing on the Securities of any series on account of the unpaid
principal of or interest on the Securities of such series for the payment of
which funds have been deposited in trust with the Trustee or any Paying Agent
or have been set aside by the Company in trust in accordance with the
provisions of this Indenture; nor shall such provisions impair any rights,
interests, or powers of any secured creditor of the Company in respect of any
security the creation of which is not prohibited by the provisions of this
Indenture.


 


The Company shall give written notice to the Trustee
within ten Business Days after the occurrence of (i) any insolvency,
receivership, conservatorship, reorganization, readjustment of debt, marshaling
of assets and liabilities or similar proceedings or any liquidation or
winding-up of or relating to the Company as a whole, whether voluntary or
involuntary, (ii) any Event of Default described in 6.1(d) or 6.1(e),
or (iii) any event specified in Section 14.9. The Trustee, subject to
the provisions of Section 7.1, shall be entitled to assume that, and may
act as if, no such event referred to in the preceding sentence has occurred
unless a Responsible Officer of the Trustee assigned to the Trustee’s corporate
trust department has received at the principal office of the Trustee from the
Company or any one or more holders of Priority Indebtedness of the Company or
any trustee or representative therefor (who shall have been certified or
otherwise established to the satisfaction of the Trustee to be such a holder or
trustee or representative) written notice thereof. Upon any distribution of
assets of the Company referred to in this Article, the Trustee and holders of
the Securities of each series shall be entitled to rely upon any order or
decree of a court of competent jurisdiction in which proceedings relating to
any event specified in the first sentence of this paragraph are pending for the
purpose of ascertaining the persons entitled to participate in such
distribution, the holders of the Priority Indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon, and all other facts pertinent thereto or to this Article, and the
Trustee, subject to the provisions of Article Seven, and the holders of
the Securities of each series shall be entitled to rely upon a certificate of
the liquidating trustee or agent or other person making any distribution to the
Trustee or to the holders of the Securities of each series for the purpose of
ascertaining the persons entitled to participate in such distribution, the
holders of the Priority Indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article. In the absence of any such
liquidating trustee, agent or other person, the Trustee shall be entitled to
rely upon a written notice by a Person representing himself to be a holder of
Priority Indebtedness of the Company (or a trustee or representative on behalf
of such holder) as evidence that such Person is a holder of such Priority
Indebtedness (or is such a trustee or representative). In the event that the
Trustee determines, in good faith, that further evidence is required with
respect to the right of any Person, as a holder of Priority Indebtedness of the
Company, to participate in any payment or distribution pursuant to this Article,
the Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of such Priority Indebtedness held
by such Person, as to the extent to which such Person is entitled to
participation in such payment or distribution, and as to other facts pertinent
to the rights of such Person under this Article, and if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.


 


14.2        Obligation of the Company Unconditional.  Nothing contained in this Article or
elsewhere in this Indenture is intended to or shall impair, as between the
Company and the holders of the Securities of each series, the obligation of the
Company, which is absolute and unconditional, to pay to such holders the
principal of and interest on such Securities of each series when, where and as
the same shall become due and payable, all in accordance with the terms of such
Securities, or is intended to or shall affect the relative rights of such
holders and creditors of the Company other than the holders of the Priority
Indebtedness of the Company, nor shall anything herein or therein prevent the
Trustee or the holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to


 


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the rights, if any, under
this Article of the holders of Priority Indebtedness of the Company in
respect of cash, property, or securities of the Company received upon the
exercise of any such remedy.


 


14.3        Limitations on Duties to Holders of Priority Indebtedness of
the Company.  With
respect to the holders of Priority Indebtedness of the Company, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article, and no implied covenants or
obligations with respect to the holders of Priority Indebtedness of the Company
shall be read into this Indenture against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Priority Indebtedness of the
Company, except with respect to moneys held in trust pursuant to the first
paragraph of Section 14.1.


 


14.4        Notice to Trustee of Facts Prohibiting Payment.  Notwithstanding any of the provisions of this
Article or any other provisions of this Indenture, the Trustee shall not
at any time be charged with knowledge of the existence of any facts which would
prohibit the making of any payment of moneys to or by the Trustee unless and
until a Responsible Officer of the Trustee assigned to its corporate trust
department shall have received at the principal office of the Trustee written
notice thereof from the Company or from one or more holders of Priority
Indebtedness of the Company or from any trustee therefor or representative
thereof who shall have been certified by the Company or otherwise established
to the reasonable satisfaction of the Trustee to be such a holder or trustee or
representative; and, prior to the receipt of any such written notice, the
Trustee, subject to the provisions of Section 7.1, shall be entitled in
all respects to assume that no such facts exist; provided, however, that, if
prior to the fifth Business Day preceding the date upon which by the terms
hereof any such moneys may become payable for any purpose, or in the event of
the execution of an instrument pursuant to Section 12.1 or 12.5
acknowledging satisfaction and discharge of this Indenture or acknowledging a
defeasance or in the event of a deposit under Section 12.5(d)(i) with
respect to a covenant defeasance, then, if prior to the second Business Day
preceding the date of such execution or deposit, as the case may be, the
Trustee shall not have received with respect to such moneys or the moneys
and/or Governmental Obligations deposited pursuant to Section 12.5 the
notice provided for in this Section, then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
receive such moneys and/or Governmental Obligations and/or apply the same to
the purpose for which they were received, and shall not be affected by any
notice to the contrary which may be received by it on or after such date; provided,
however, no such application shall affect the obligations under this Article of
the Persons receiving such moneys from the Trustee.


 


14.5        Application by Trustee of Moneys Deposited with It.  Anything in this Indenture to the contrary
notwithstanding, any deposit of moneys by the Company with the Trustee or any
agent (whether or not in trust) for any payment of the principal of or interest
on any Securities shall, except as provided in Section 14.4, be subject to
the provisions of Section 14.1.


 


14.6        Subrogation.  Subject to the payment in full of all
Priority Indebtedness of the Company, the holders of the Securities of each
series shall be subrogated to the rights of the holders of such Priority
Indebtedness to receive payments or distributions of assets of the Company
applicable to such Priority Indebtedness until the Securities shall be paid in
full, and none of the payments or distributions to the holders of such Priority
Indebtedness to which the holders of the Securities of any series or the Trustee
would be entitled except for the provisions of this Article or of payments
over pursuant to the provisions of this Article to the holders of such
Priority Indebtedness by the holders of such Securities or the Trustee shall,
as among the Company, its creditors other than the holders of such Priority
Indebtedness of the Company, and the holders of such Securities, be deemed to
be a payment by the Company to or on account of such Priority Indebtedness of
the Company; it being understood that the provisions of this Article are
and are intended


 


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solely for the purpose of
defining the relative rights of the holders of such Securities, on the one
hand, and the holders of the Priority Indebtedness of the Company, on the other
hand.


 


14.7        Subordination Rights Not Impaired by Acts or Omissions of
Company or Holders of Priority Indebtedness of the Company.  No right of any present or future holders of
any Priority Indebtedness of the Company to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the Company with the
terms, provisions and covenants of this Indenture, regardless of any knowledge
thereof with which any such holder may have or be otherwise charged. The
holders of Priority Indebtedness of the Company may, at any time or from time
to time and in their absolute discretion, change the manner, place or terms of
payment, change or extend the time of payment of, or renew or alter, any such
Priority Indebtedness of the Company, or amend or supplement any instrument
pursuant to which any such Priority Indebtedness of the Company is issued or by
which it may be secured, or release any security therefor, or exercise or
refrain from exercising any other of their rights under the Priority
Indebtedness of the Company including, without limitation, the waiver of
default thereunder, all without notice to or assent from the holders of the
Securities of each series or the Trustee and without affecting the obligations
of the Company, the Trustee or the holders of such Securities under this
Article.


 


14.8        Authorization of Trustee to Effectuate Subordination of
Securities.  Each holder
of a Security of any series, by his acceptance thereof, authorizes and
expressly directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate, as between the holders of such
Securities and the holders of Priority Indebtedness of the Company, the
subordination provided in this Article. If, in the event of any proceeding or
other action relating to the Company referred to in the second paragraph of Section 14.1,
a proper claim or proof of debt in the form required in such proceeding or
action is not filed by or on behalf of the holders of the Securities of any
series prior to 15 days before the expiration of the time to file such claim or
claims, then the holder or holders of Priority Indebtedness of the Company
shall have the right to file and are hereby authorized to file an appropriate
claim for and on behalf of the holders of such Securities.


 


14.9        No Payment when Priority Indebtedness of the Company in
Default.  In the event and during the
continuation of any default in the payment of principal of or interest on any
Priority Indebtedness of the Company, or in the event that any event of default
with respect to any Priority Indebtedness of the Company shall have occurred
and be continuing and shall have resulted in such Priority Indebtedness of the
Company becoming or being declared due and payable prior to the date on which
it would otherwise have become due and payable, unless and until such event of
default shall have been cured, waived or remedied or shall have ceased to exist
and such acceleration shall have been rescinded or annulled or all amounts due
on such Priority Indebtedness of the Company are paid in full in cash or other
permitted consideration, or in the event any judicial proceeding shall be
pending with respect to any such default in payment or such event or default
(unless and until all amounts due on such Priority Indebtedness of the Company
are paid in full in cash or other permitted consideration), then no payment or
distribution of any kind or character, whether in cash, properties or
securities shall be made by the Company on account of principal of or interest
(including any Additional Interest) if any, on the Securities or on account of
the purchase or other acquisition of Securities by the Company or any
Subsidiary.


 


In the event that, notwithstanding the foregoing,
the Company shall make any payment to the Trustee or the holder of any Security
prohibited by the foregoing provisions of this Section, and if such fact shall,
at or prior to the time of such payment, have been made known to the Trustee
or, as the case may be, such holder, then and in such event payment shall be
paid over and delivered forthwith to the Company.


 


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14.10      Right of Trustee to Hold Priority Indebtedness of the Company.  The Trustee shall be entitled to all of the
rights set forth in this Article in respect of any Priority Indebtedness
of the Company at any time held by it in its individual capacity to the same
extent as any other holder of such Priority Indebtedness of the Company, and
nothing in this Indenture shall be construed to deprive the Trustee of any of
its rights as such holder.


 


14.11      Article Fourteen Not to Prevent Defaults.  The failure of the Company to make a payment
pursuant to the terms of Securities of any series by reason of any provision in
this Article shall not be construed as preventing the occurrence of an
Event of Default under this Indenture.


 


ARTICLE XV

MISCELLANEOUS PROVISIONS


 


15.1        Successors and Assigns of
Company Bound by Indenture. 
All the covenants, stipulations, promises and agreements in this
Indenture contained by or on behalf of the Company shall bind its successors
and assigns, whether so expressed or not.


 


15.2        Acts of Board, Committee or Officer of Successor Corporation
Valid.  Any act or proceeding by any
provision of this Indenture authorized or required to be done or performed by
any board, committee or officer or officers of the Company shall and may be
done and performed with like force and effect by the like board, committee or
officer or officers of any corporation that shall at the time be the lawful
sole successor of the Company.


 


15.3        Required Notices or Demands may be Served by Mail.  Any notice or demand which by any provisions
of this Indenture is required or permitted to be given or served by the
Trustee, by the holders of Securities or by the registered owners of Preferred
Securities to or on the Company may be given or served by registered mail
postage prepaid addressed (until another address is filed by the Company with
the Trustee for such purpose), as follows: SCANA Corporation, 100 SCANA
Parkway, Cayce, South Carolina 29033-3701, Attention: Treasurer — C101. Any
notice, direction, request, demand, consent or waiver by the Company, by any
Securityholder or by any holder of a Preferred Security to or upon the Trustee
shall be deemed to have been sufficiently given, made or filed, for all
purposes, if given, made or filed in writing at the principal corporate trust
office of the Trustee, 1441 Main Street, Suite 775, Columbia, South
Carolina 29201.


 


15.4        Officer’s Certificate and Opinion of Counsel to be Furnished
upon Applications or Demands by the Company.  Except as otherwise expressly provided in
this Indenture, upon any application or request by the Company to the Trustee
to take any action under any provision of this Indenture, the Company shall, if
requested by the Trustee, 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, except that in the case of any such
application or request as to which the furnishing of such documents or any of
them is specifically required by any provision of this Indenture relating to
such particular application or request, no additional certificate or opinion
need be furnished.


 


Each certificate or opinion provided for in this
Indenture and delivered to the Trustee with respect to compliance with a
condition or covenant provided for in this Indenture (except pursuant to Section 4.6)
shall include (1) a statement that the person making such certificate or
opinion has read such covenant or condition; (2) a brief statement as to
the nature and scope of the examination or investigation upon which the
statements or opinions contained in such certificate or opinion are based; (3) a
statement that, in the opinion


 


60

















 


of such person, he has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of
such person, such condition or covenant has been complied with.


 


Whenever, subsequent to the receipt by the Trustee
of any resolution, certificate, opinion or other instrument, a clerical,
typographical, inadvertent or unintentional insertion, omission or error shall
be discovered therein, a new resolution, certificate, opinion or other
instrument may be executed in the same manner as that prescribed herein for the
original resolution, certificate, opinion or other instrument, except as to the
date thereof, and may be substituted therefor in corrected form with the same
effect as if filed and dated as was the original resolution, certificate,
opinion or other instrument, as the case may be, and shall take the place of
the resolution, certificate, opinion or other instrument for which substituted
with the same force and effect as if originally filed in the corrected form
and, irrespective of the date of actual execution thereof, shall be deemed to
be dated as of the date of the instrument for which it is substituted, or in
lieu of such substitution an appropriate adjustment may be made in the
resolution, certificate, opinion or other instrument filed with the Trustee
next following such discovery.  To the
extent that any such substituted resolution, certificate, opinion or other
instrument or adjustment discloses that action has been taken by or at the
request of the Company which could not have been taken had the original
resolution, certificate, opinion or other instrument been filed in the correct
form, the action so taken shall not be invalidated or rendered ineffective but
the Company covenants forthwith upon the filing of such substituted resolution,
certificate, opinion or other instrument or the making of such adjustment
appropriately to satisfy any deficiency not fully satisfied in the interim.


 


15.5        Payments Due on Saturdays, Sundays, and Holidays.  In any case where the date of payment of
interest on or principal of the Securities of any series or the date fixed for
any redemption of any Security of any series shall not be a Business Day, then
payment of interest or principal need not be made on such date, but shall be
made on the next succeeding Business Day with the same force and effect as if
made on the date fixed for the payment of interest on or principal of the
Security or the date fixed for any redemption of any Security of such series,
and no additional interest shall accrue for the period after such date and
before payment.


 


15.6        Provisions Required by Trust Indenture Act to Control.  If and to the extent that any provision of
this Indenture limits, qualifies or conflicts with another provision included
in this Indenture which is required to be included in this Indenture by any of
Sections 310 to 317, inclusive, of the Trust Indenture Act through operation of
Section 318 thereof or otherwise governed by the Trust Indenture Act, such
required or governing provision shall control; and if any provision hereof
otherwise conflicts with the Trust Indenture Act, the Trust Indenture Act shall
control.


 


15.7        Indenture
and Securities to be Construed in Accordance with the Laws of the State of New
York  This Indenture and
each Security shall be governed by the laws of the State of New York, and for
all purposes shall be construed in accordance with the laws of said State
(without regard to conflicts of laws principles thereof).


 


15.8        Provisions of the
Indenture and Securities for the Sole Benefit of the Parties and the
Securityholders.  Nothing in
this Indenture or in the Securities, expressed or implied, shall give or be
construed to give any person, firm or corporation, other than the parties
hereto, their successors and assigns, the holders of the Securities, and the
holders of any Priority Indebtedness of the Company, any legal or equitable
right, remedy or claim under or in respect of this Indenture, or under any
covenant, condition and provision herein contained; all its covenants, conditions
and provisions being for the sole benefit of the


 


61

















 


parties hereto and their
successors and assigns and of the holders of the Securities and, to the extent
expressly provided in Sections 4.9, 6.1, 6.5, 6.6, 9.7, 10.1 and 10.2, the
registered owners of Preferred Securities.


 


15.9        Indenture may be Executed
in Counterparts.  This
Indenture may be executed in any number of counterparts, each of which shall be
an original; but such counterparts shall together constitute but one and the
same instrument.


 


15.10      Securities in Foreign
Currencies.  Whenever this
Indenture provides for any action by, or any distribution to, holders of
Securities denominated in Dollars and in any other Currency, in the absence of
any provision to the contrary in the form of Security of any particular series,
the relative amount in respect of any Security denominated in a Foreign
Currency shall be treated for any such action or distribution as that amount of
Dollars that could be obtained for such amount on such reasonable basis of
exchange and as of such date as the Company may specify in a written notice to
the Trustee.


 


15.11      Table of Contents,
Headings, Etc. The Table of Contents and the titles and headings of
the articles and sections of this Indenture have been inserted for convenience
of reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.


 


U.S. Bank National Association hereby accepts the
trusts in this Indenture declared and provided, upon the terms and conditions,
hereinabove set forth.


 


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IN WITNESS WHEREOF, SCANA
CORPORATION has caused this Indenture to be signed and acknowledged by its
                              ,
and U.S. BANK NATIONAL ASSOCIATION has caused this Indenture to be signed and
acknowledged by its
                                                              ,
all as of the day and year first written above.


 


	
   

  	
  SCANA
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL
  ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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