Exhibit 4(c) Company Order, 6/12/06, Series K


    
      

    

     

    EXHIBIT
      4(c)

    
      June
        12,
        2006

      


      


      Company
        Order and Officers’ Certificate

      6%
        Senior
        Notes, Series K, due 2016

      


      


      Deutsche
        Bank Trust Company Americas

      60
        Wall
        Street 

      New
        York,
        NY 10005

      


      Ladies
        and Gentlemen:

      


      Pursuant
        to Article Two of the Indenture, dated as of September 1, 1997 (as it may
        be
        amended or supplemented, the “Indenture”), from Ohio Power Company (the
“Company”) to Deutsche
        Bank Trust Company Americas,
        as
        trustee (the “Trustee”), and the Board Resolutions dated April 26, 2006, a copy
        of which certified by the Secretary or an Assistant Secretary of the Company
        is
        being delivered herewith under Section 2.01 of the Indenture, and unless
        otherwise provided in a subsequent Company Order pursuant to Section 2.04
        of the
        Indenture,

      


      1. The
        Company’s 6% Senior Notes, Series K, due 2016 (the “Notes”) are hereby
        established. The Notes shall be in substantially the form attached hereto
        as
        Exhibit 1. 

      


      2. The
        terms
        and characteristics of the Notes shall be as follows (the numbered clauses
        set
        forth below corresponding to the numbered subsections of Section 2.01 of
        the
        Indenture, with terms used and not defined herein having the meanings specified
        in the Indenture):

      


      (i) the
        aggregate principal amount of Notes which may be authenticated and delivered
        under the Indenture shall be limited to $350,000,000, except as contemplated
        in
        Section 2.01 of the Indenture;

      


      (ii) the
        date
        on which the principal of the Notes shall be payable shall be June 1,
        2016;

      


      (iii) interest
        shall accrue from the date of authentication of the Notes; the Interest Payment
        Dates on which such interest will be payable shall be June 1 and December
        1, and
        the Regular Record Date for the determination of holders to whom interest
        is
        payable on any such Interest Payment Date shall be May 15 and November 15,
        respectively; provided that the first Interest Payment Date shall be December
        1,
        2006 and interest payable on the Stated Maturity Date or any Redemption Date
        shall be paid to the Person to whom principal shall be paid;

      


      (iv) the
        interest rate at which the Notes shall bear interest shall be 6% per
        annum;

      


      (v) the
        Notes
        shall be redeemable at the option of the Company, in whole at any time or
        in
        part from time to time, upon not less than thirty but not more than sixty
        days’
previous notice given by mail to the registered owners of the Notes at a
        redemption price equal to the greater of (i) 100% of the principal amount
        of the
        Notes being redeemed and (ii) the sum of the present values of the remaining
        scheduled payments of principal and interest on the Notes being redeemed
        (excluding the portion of any such interest accrued to the date of redemption)
        discounted (for purposes of determining present value) to the redemption
        date on
        a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
        months)
        at the Treasury Rate (as defined below) plus 20 basis points, plus, in each
        case, accrued interest thereon to the date of redemption.

      


      “Treasury
        Rate” means, with respect to any redemption date, the rate per annum equal to
        the semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
        assuming a price for the Comparable Treasury Issue (expressed as a percentage
        of
        its principal amount) equal to the Comparable Treasury Price for such redemption
        date.

      


      “Comparable
        Treasury Issue” means the United States Treasury security selected by an
        Independent Investment Banker as having a maturity comparable to the remaining
        term of the Notes that would be utilized, at the time of selection and in
        accordance with customary financial practice, in pricing new issues of corporate
        debt securities of comparable maturity to the remaining term of the
        Notes.

      


      “Comparable
        Treasury Price” means, with respect to any redemption date, (i) the average of
        the Reference Treasury Dealer Quotation for such redemption date, after
        excluding the highest and lowest such Reference Treasury Dealer Quotations,
        or
        (ii) if the Company obtains fewer than four such Reference Treasury Dealer
        Quotations, the average of all such quotations.

      


      “Independent
        Investment Banker” means one of the Reference Treasury Dealers appointed by the
        Company and reasonably acceptable to the Trustee.

      


      “Reference
        Treasury Dealer” means a primary U.S. government securities dealer in New York
        City selected by the Company and reasonably acceptable to the
        Trustee.

      


      “Reference
        Treasury Dealer Quotation” means, with respect to the Reference Treasury Dealer
        and any redemption date, the average, as determined by the Trustee, of the
        bid
        and asked prices for the Comparable Treasury Issue (expressed in each case
        as a
        percentage of its principal amount) quoted in writing to the Trustee by such
        Reference Treasury Dealer at or before 5:00 p.m., New York City time, on
        the
        third Business Day preceding such redemption date.

      


      
        	 	 	
                (vi)
                  (a) the Notes shall be issued in the form of a Global Note; (b)
                  the
                  Depositary for such Global Note shall be The Depository Trust Company;
                  and
                  (c) the procedures with respect to transfer and exchange of Global
                  Notes
                  shall be as set forth in the form of Note attached
                  hereto;

              


      

      


      (vii) the
        title
        of the Notes shall be “6% Senior Notes, Series K, due 2016”;

      


      (viii) the
        form
        of the Notes shall be as set forth in Paragraph 1, above;

      


      (ix) not
        applicable;

      


      (x) the
        Notes
        may be subject to a Periodic Offering;

      


      (xi) not
        applicable;

      


      (xii) not
        applicable;

      


      (xiii) not
        applicable;

      


      (xiv) the
        Notes
        shall be issuable in denominations of $1,000 and any integral multiple
        thereof;

      


      (xv) not
        applicable;

      


      (xvi) the
        Notes
        shall not be issued as Discount Securities;

      


      (xvii) not
        applicable;

      


      (xviii) not
        applicable; and

      


      (xix) Limitations
        on Liens:

      


      So
        long
        as any of the Notes are outstanding, the Company will not create or suffer
        to be
        created or to exist any additional mortgage, pledge, security interest, or
        other
        lien (collectively “Liens”) on any of the Company’s utility properties or
        tangible assets now owned or hereafter acquired to secure any indebtedness
        for
        borrowed money (“Secured Debt”), without providing that such Notes will be
        similarly secured. This restriction does not apply to the Company’s
        subsidiaries, nor will it prevent any of them from creating or permitting
        to
        exist Liens on their property or assets to secure any Secured Debt. In addition,
        this restriction does not prevent the creation or existence of:

      


      	·  	
              Liens
                on property existing at the time of acquisition or construction of
                such
                property (or created within one year after completion of such acquisition
                or construction), whether by purchase, merger, construction or otherwise,
                or to secure the payment of all or any part of the purchase price
                or
                construction cost thereof, including the extension of any Liens to
                repairs, renewals, replacements substitutions, betterments, additions,
                extensions and improvements then or thereafter made on the property
                subject thereto; 

            


      


      	·  	
              Financing
                of the Company’s accounts receivable for electric service;
                

            


      


      	·  	
              Any
                extensions, renewals or replacements (or successive extensions, renewals
                or replacements), in whole or in part, of liens permitted by the
                foregoing
                clauses; and

            


      


      	·  	
              The
                pledge of any bonds or other securities at any time issued under
                any of
                the Secured Debt permitted by the above
                clauses.

            


      


      In
        addition to the permitted issuances above, Secured Debt not otherwise so
        permitted may be issued in an amount that does not exceed 15% of Net Tangible
        Assets as defined below. 

      


      “Net
        Tangible Assets” means the total of all assets (including revaluations thereof
        as a result of commercial appraisals, price level restatement or otherwise)
        appearing on the Company’s balance sheet, net of applicable reserves and
        deductions, but excluding goodwill, trade names, trademarks, patents,
        unamortized debt discount and all other like intangible assets (which term
        shall
        not be construed to include such revaluations), less the aggregate of the
        Company’s current liabilities appearing on such balance sheet. For purposes of
        this definition, the Company's balance sheet does not include assets and
        liabilities of its subsidiaries.

      


      This
        restriction also will not apply to or prevent the creation or existence of
        leases made, or existing on property acquired, in the ordinary course of
        business.

      


      3. You
        are
        hereby requested to authenticate $350,000,000 aggregate principal amount
        of 6%
        Senior Notes, Series K, due 2016, executed by the Company and delivered to
        you
        concurrently with this Company Order and Officers’ Certificate, in the manner
        provided by the Indenture.

      


      4. You
        are
        hereby requested to hold the Notes as custodian for DTC in accordance with
        the
        Blanket Issuer Letter of Representations dated July 9, 2003, from the Company
        to
        DTC.

      


      5. Concurrently
        with this Company Order and Officers’ Certificate, an Opinion of Counsel under
        Sections 2.04 and 13.06 of the Indenture is being delivered to you.

      


      6. The
        undersigned Stephan T. Haynes and Thomas G. Berkemeyer, the Assistant Treasurer
        and Assistant Secretary, respectively, of the Company do hereby certify
        that:

      


      (i) we
        have
        read the relevant portions of the Indenture, including without limitation
        the
        conditions precedent provided for therein relating to the action proposed
        to be
        taken by the Trustee as requested in this Company Order and Officers’
Certificate, and the definitions in the Indenture relating thereto;

      


      (ii) we
        have
        read the Board Resolutions of the Company and the Opinion of Counsel referred
        to
        above;

      


      (iii) we
        have
        conferred with other officers of the Company, have examined such records
        of the
        Company and have made such other investigation as we deemed relevant for
        purposes of this certificate;

      


      (iv) in
        our
        opinion, we have made such examination or investigation as is necessary to
        enable us to express an informed opinion as to whether or not such conditions
        have been complied with; and 

      


      (v) on
        the
        basis of the foregoing, we are of the opinion that all conditions precedent
        provided for in the Indenture relating to the action proposed to be taken
        by the
        Trustee as requested herein have been complied with.

      


      Kindly
        acknowledge receipt of this Company Order and Officers’ Certificate, including
        the documents listed herein, and confirm the arrangements set forth herein
        by
        signing and returning the copy of this document attached hereto.

      


      Very
        truly yours,

      


      OHIO
        POWER COMPANY

      


      By: /s/
        Stephan t. Haynes 

      Assistant
        Treasurer

      And: /s/
        Thomas G. Berkemeyer

      Assistant
        Secretary

      


      Acknowledged
        by Trustee:

      


      DEUTSCHE
        BANK TRUST COMPANY AMERICAS

      


      BY:
        DEUTSCHE BANK NATIONAL TRUST COMPANY

      


      


      By: /s/
        David Contino

      Authorized
        Signatory

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      Exhibit
        1

      


      Unless
        this certificate is presented by an authorized representative of The Depository
        Trust Company (55 Water Street, New York, New York) to the issuer or its
        agent
        for registration of transfer, exchange or payment, and any certificate to
        be
        issued is registered in the name of Cede & Co. or in such other name as is
        requested by an authorized representative of The Depository Trust Company
        and
        any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
        FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
        registered owner hereof, Cede & Co., has an interest herein. Except as
        otherwise provided in Section 2.11 of the Indenture, this Security may be
        transferred, in whole but not in part, only to another nominee of the Depository
        or to a successor Depository or to a nominee of such successor
        Depository.

      


      No.
        R1

      


      OHIO
        POWER COMPANY

      6%
        Senior
        Notes, Series K, due 2016

      


      


      
        	
                CUSIP:
                  677415
                  CL 3

              	
                Original
                  Issue Date: June 12, 2006

              
	 	 
	
                Stated
                  Maturity: June
                  1, 2016

              	
                Interest
                  Rate:  6%

              
	 	 
	
                Principal
                  Amount: $350,000,000

              	 
	 	 
	
                Redeemable:

              	
                Yes

              	
                X

              	
                No

              	 
	
                In
                  Whole:

              	
                Yes

              	
                X

              	
                No

              	 
	
                In
                  Part:

              	
                Yes

              	
                X

              	
                No

              	 


      

      


      


      OHIO
        POWER COMPANY, a corporation duly organized and existing under the laws of
        the
        State of Ohio (herein referred to as the “Company”, which term includes any
        successor corporation under the Indenture hereinafter referred to), for value
        received, hereby promises to pay to CEDE & CO. or registered assigns, the
        Principal Amount specified above on the Stated Maturity specified above,
        and to
        pay interest on said Principal Amount from the Original Issue Date specified
        above or from the most recent interest payment date (each such date, an
“Interest Payment Date”) to which interest has been paid or duly provided for,
        semi-annually in arrears on June 1 and December 1 in each year, commencing
        on
        December 1, 2006, at the Interest Rate per annum specified above, until the
        Principal Amount shall have been paid or duly provided for. Interest shall
        be
        computed on the basis of a 360-day year of twelve 30-day months.

      


      The
        interest so payable, and punctually paid or duly provided for, on any Interest
        Payment Date, as provided in the Indenture, as hereinafter defined, shall
        be
        paid to the Person in whose name this Note (or one or more Predecessor
        Securities) shall have been registered at the close of business on the Regular
        Record Date with respect to such Interest Payment Date, which shall be the
        May
        15 or November 15 (whether or not a Business Day) prior to such Interest
        Payment
        Date, provided that interest payable on the Stated Maturity or any redemption
        date shall be paid to the Person to whom principal is paid. Any such interest
        not so punctually paid or duly provided for shall forthwith cease to be payable
        to the Holder on such Regular Record Date and shall be paid as provided in
        said
        Indenture.

      


      If
        any
        Interest Payment Date, any redemption date or Stated Maturity is not a Business
        Day, then payment of the amounts due on this Note on such date will be made
        on
        the next succeeding Business Day, and no interest shall accrue on such amounts
        for the period from and after such Interest Payment Date, redemption date
        or
        Stated Maturity, as the case may be, with the same force and effect as if
        made
        on such date. The principal of (and premium, if any) and the interest on
        this
        Note shall be payable at the office or agency of the Company maintained for
        that
        purpose in the Borough of Manhattan, the City of New York, New York, in any
        coin
        or currency of the United States of America which at the time of payment
        is
        legal tender for payment of public and private debts; provided, however,
        that
        payment of interest (other than interest payable on the Stated Maturity or
        any
        redemption date) may be made at the option of the Company by check mailed
        to the
        registered holder at such address as shall appear in the Security
        Register.

      


      This
        Note
        is one of a duly authorized series of Notes of the Company (herein sometimes
        referred to as the “Notes”), specified in the Indenture, all issued or to be
        issued in one or more series under and pursuant to an Indenture dated as
        of
        September 1, 1997 duly executed and delivered between the Company and Deutsche
        Bank Trust Company Americas (formerly Bankers Trust Company), a corporation
        organized and existing under the laws of the State of New York, as Trustee
        (herein referred to as the “Trustee”) (such Indenture, as originally executed
        and delivered and as thereafter supplemented and amended being hereinafter
        referred to as the “Indenture”), to which Indenture and all indentures
        supplemental thereto or Company Orders reference is hereby made for a
        description of the rights, limitations of rights, obligations, duties and
        immunities thereunder of the Trustee, the Company and the holders of the
        Notes.
        By the terms of the Indenture, the Notes are issuable in series which may
        vary
        as to amount, date of maturity, rate of interest and in other respects as
        in the
        Indenture provided. This Note is one of the series of Notes designated on
        the
        face hereof.

      


      This
        Note
        may be redeemed by the Company at its option, in whole at any time or in
        part
        from time to time, upon not less than thirty but not more than sixty days’
previous notice given by mail to the registered owners of the Note at a
        redemption price equal to the greater of (i) 100% of the principal amount
        of the
        Note being redeemed and (ii) the sum of the present values of the remaining
        scheduled payments of principal and interest on the Note being redeemed
        (excluding the portion of any such interest accrued to the date of redemption)
        discounted (for purposes of determining present value) to the redemption
        date on
        a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
        months)
        at the Treasury Rate (as defined below) plus 20 basis points, plus, in each
        case, accrued interest thereon to the date of redemption.

      


      “Treasury
        Rate” means, with respect to any redemption date, the rate per annum equal to
        the semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
        assuming a price for the Comparable Treasury Issue (expressed as a percentage
        of
        its principal amount) equal to the Comparable Treasury Price for such redemption
        date.

      


      “Comparable
        Treasury Issue” means the United States Treasury security selected by an
        Independent Investment Banker as having a maturity comparable to the remaining
        term of the Notes that would be utilized, at the time of selection and in
        accordance with customary financial practice, in pricing new issues of corporate
        debt securities of comparable maturity to the remaining term of the
        Notes.

      


      “Comparable
        Treasury Price” means, with respect to any redemption date, (1) the average of
        the Reference Treasury Dealer Quotations for such redemption date, after
        excluding the highest and lowest such Reference Treasury Dealer Quotations,
        or
        (2) if fewer than four such Reference Treasury Dealer Quotations are obtained,
        the average of all such quotations.

      


      “Independent
        Investment Banker” means one of the Reference Treasury Dealers appointed by the
        Company and reasonably acceptable to the Trustee.

      


      “Reference
        Treasury Dealer” means a primary U. S. government securities dealer in New York
        City selected by the Company and reasonably acceptable to the
        Trustee.

      


      “Reference
        Treasury Dealer Quotation” means, with respect to the Reference Treasury Dealer
        and any redemption date, the average, as determined by the Trustee, of the
        bid
        and asked prices for the Comparable Treasury Issue (expressed in each case
        as a
        percentage of its principal amount) quoted in writing to the Trustee by such
        Reference Treasury Dealer at or before 5:00 p.m., New York City time, on
        the
        third Business Day preceding such redemption date.

      


      The
        Company shall not be required to (i) issue, exchange or register the transfer
        of
        any Notes during a period beginning at the opening of business 15 days before
        the day of the mailing of a notice of redemption of less than all the
        outstanding Notes of the same series and ending at the close of business
        on the
        day of such mailing, nor (ii) register the transfer of or exchange of any
        Notes
        of any series or portions thereof called for redemption. This Global Note
        is
        exchangeable for Notes in definitive registered form only under certain limited
        circumstances set forth in the Indenture.

      


      In
        the
        event of redemption of this Note in part only, a new Note or Notes of this
        series, of like tenor, for the unredeemed portion hereof will be issued in
        the
        name of the Holder hereof upon the surrender of this Note.

      


      In
        case
        an Event of Default, as defined in the Indenture, shall have occurred and
        be
        continuing, the principal of all of the Notes may be declared, and upon such
        declaration shall become, due and payable, in the manner, with the effect
        and
        subject to the conditions provided in the Indenture.

      


      The
        Indenture contains provisions for defeasance at any time of the entire
        indebtedness of this Note upon compliance by the Company with certain conditions
        set forth therein.

      


      As
        described in the Company Order and Officers’ Certificate, so long as this Note
        is outstanding, the Company is subject to a limitation on Liens as described
        therein.

      


      The
        Indenture contains provisions permitting the Company and the Trustee, with
        the
        consent of the Holders of not less than a majority in aggregate principal
        amount
        of the Notes of each series affected at the time outstanding, as defined
        in the
        Indenture, to execute supplemental indentures for the purpose of adding any
        provisions to or changing in any manner or eliminating any of the provisions
        of
        the Indenture or of any supplemental indenture or of modifying in any manner
        the
        rights of the Holders of the Notes; provided, however, that no such supplemental
        indenture shall (i) extend the fixed maturity of any Notes of any series,
        or
        reduce the principal amount thereof, or reduce the rate or extend the time
        of
        payment of interest thereon, or reduce any premium payable upon the redemption
        thereof, or reduce the amount of the principal of a Discount Security that
        would
        be due and payable upon a declaration of acceleration of the maturity thereof
        pursuant to the Indenture, without the consent of the holder of each Note
        then
        outstanding and affected; (ii) reduce the aforesaid percentage of Notes,
        the
        holders of which are required to consent to any such supplemental indenture,
        or
        reduce the percentage of Notes, the holders of which are required to waive
        any
        default and its consequences, without the consent of the holder of each Note
        then outstanding and affected thereby; or (iii) modify any provision of Section
        6.01(c) of the Indenture (except to increase the percentage of principal
        amount
        of securities required to rescind and annul any declaration of amounts due
        and
        payable under the Notes), without the consent of the holder of each Note
        then
        outstanding and affected thereby. The Indenture also contains provisions
        permitting the Holders of a majority in aggregate principal amount of the
        Notes
        of all series at the time outstanding affected thereby, on behalf of the
        Holders
        of the Notes of such series, to waive any past default in the performance
        of any
        of the covenants contained in the Indenture, or established pursuant to the
        Indenture with respect to such series, and its consequences, except a default
        in
        the payment of the principal of or premium, if any, or interest on any of
        the
        Notes of such series. Any such consent or waiver by the registered Holder
        of
        this Note (unless revoked as pro-vided in the Indenture) shall be conclusive
        and
        binding upon such Holder and upon all future Holders and owners of this Note
        and
        of any Note issued in exchange herefor or in place hereof (whether by
        registration of transfer or otherwise), irrespective of whether or not any
        notation of such consent or waiver is made upon this Note.

      


      No
        reference herein to the Indenture and no provision of this Note or of the
        Indenture shall alter or impair the obligation of the Company, which is absolute
        and unconditional, to pay the principal of and premium, if any, and interest
        on
        this Note at the time and place and at the rate and in the money herein
        prescribed.

      


      As
        provided in the Indenture and subject to certain limitations therein set
        forth,
        this Note is transferable by the registered holder hereof on the Security
        Register of the Company, upon surrender of this Note for registration of
        transfer at the office or agency of the Company as may be designated by the
        Company accompanied by a written instrument or instruments of transfer in
        form
        satisfactory to the Company or the Trustee duly executed by the registered
        Holder hereof or his or her attorney duly authorized in writing, and thereupon
        one or more new Notes of authorized denominations and for the same aggregate
        principal amount and series will be issued to the designated transferee or
        transferees. No service charge will be made for any such trans-fer, but the
        Company may require payment of a sum sufficient to cover any tax or other
        governmental charge payable in relation thereto.

      


      Prior
        to
        due presentment for registration of transfer of this Note, the Company, the
        Trustee, any paying agent and any Security Registrar may deem and treat the
        registered Holder hereof as the absolute owner hereof (whether or not this
        Note
        shall be overdue and notwithstanding any notice of ownership or writing hereon
        made by anyone other than the Security Registrar) for the purpose of receiving
        payment of or on account of the principal hereof and premium, if any, and
        interest due hereon and for all other purposes, and neither the Company nor
        the
        Trustee nor any paying agent nor any Security Registrar shall be affected
        by any
        notice to the contrary.

      


      No
        recourse shall be had for the payment of the principal of or the interest
        on
        this Note, or for any claim based hereon, or otherwise in respect hereof,
        or
        based on or in respect of the Indenture, against any incorporator, stockholder,
        officer or director, past, present or future, as such, of the Company or
        of any
        predecessor or successor corporation, whether by virtue of any constitution,
        statute or rule of law, or by the enforcement of any assessment or penalty
        or
        otherwise, all such liability being, by the acceptance hereof and as part
        of the
        consideration for the issuance hereof, expressly waived and
        released.

      


      The
        Notes
        of this series are issuable only in registered form without coupons in
        denominations of $1,000 and any integral multiple thereof. As provided in
        the
        Indenture and subject to certain limitations, Notes of this series are
        exchangeable for a like aggregate principal amount of Notes of this series
        of a
        different authorized denomination, as requested by the Holder surrendering
        the
        same.

      


      All
        terms
        used in this Note which are defined in the Indenture shall have the meanings
        assigned to them in the Indenture.

      


      This
        Note
        shall not be entitled to any benefit under the Indenture hereinafter referred
        to, be valid or become obligatory for any purpose until the Certificate of
        Authentication hereon shall have been signed by or on behalf of the
        Trustee.

      


      [The
        remainder of this page intentionally left blank.]

      


      IN
        WITNESS WHEREOF, the Company has caused this Instrument to be
        executed.

      


      
        	 	
                OHIO
                  POWER COMPANY

              
	 	 	 
	 	
                By:

              	
                /s/
                  Stephan T. Haynes

              
	 	 	
                Assistant
                  Treasurer

              
	
                Attest:

              	 	 
	 	 	 
	
                By: /s/
                  Thomas G. Berkemeyer

              	 	 
	
                Assistant
                  Secretary

              	 	 


      


      
        
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      CERTIFICATE
        OF AUTHENTICATION

      


      This
        is
        one of the Notes of the series of Notes designated in accordance with, and
        referred to in, the within-mentioned Indenture.

      


      Dated:
        June 12, 2006

      


      DEUTSCHE
        BANK TRUST COMPANY AMERICAS

      


      BY:
        DEUTSCHE BANK NATIONAL TRUST COMPANY

      


      


      By:___________________________

      Authorized
        Signatory

      


      


      By:___________________________

      Authorized
        Signatory 


      
        
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      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
        unto

      


      (PLEASE
        INSERT SOCIAL SECURITY OR OTHER

      IDENTIFYING
        NUMBER OF ASSIGNEE)

      


      _______________________________________

      


      ________________________________________________________________

      


      ________________________________________________________________

      (PLEASE
        PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF

      ________________________________________________________________

      ASSIGNEE)
        the within Note and all rights thereunder, hereby

      ________________________________________________________________

      irrevocably
        constituting and appointing such person attorney to 

      ________________________________________________________________

      transfer
        such Note on the books of the Issuer, with full

      ________________________________________________________________

      power
        of
        substitution in the premises.

      


      


      


      Dated:________________________  _________________________

      


      


      


      NOTICE: The
        signature to this assignment must correspond with the name as written upon
        the
        face of the within Note in every particular, without alteration or enlargement
        or any change whatever and NOTICE: Signature(s) must be guaranteed by a
        financial institution that is a member of the Securities Transfer Agents
        Medallion Program (“STAMP”), the Stock Exchange Medallion Program (“SEMP”) or
        the New York Stock Exchange, Inc. Medallion Signature Program
        (“MSP”).