Exhibit
4.1


 




 





 


Duquesne Light Holdings, Inc.


 


to


 


 


J.P. Morgan Trust Company, National
Association


 


Trustee


 










 


Indenture


 


Dated as of August 16, 2005


 




 





 


 





















 


Duquesne Light Holdings, Inc.


 


Reconciliation And Tie Between Trust
Indenture Act Of 1939


And Indenture, Dated As Of August 16,
2005


 


	
  Trust Indenture Act
  Section

  	
   

  	
  Indenture Section

  
	
   

  	
   

  	
   

  
	
  §310 (a)(1)

  	
  809

  
	
   

  	
  (a)(2)

  	
  809

  
	
   

  	
  (a)(3)

  	
  815

  
	
   

  	
  (a)(4)

  	
  Not Applicable

  
	
   

  	
  (b)

  	
  808, 810

  
	
  §311 (a),

  	
  813

  
	
   

  	
  (b)

  	
  813

  
	
   

  	
  (c)

  	
  813

  
	
  §312 (a)

  	
  901

  
	
   

  	
  (b)

  	
  901

  
	
   

  	
  (c)

  	
  901

  
	
  §313 (a)

  	
  902

  
	
   

  	
  (b)(1)

  	
  Not Applicable

  
	
   

  	
  (b)(2)

  	
  902

  
	
   

  	
  (c)

  	
  902

  
	
   

  	
  (d)

  	
  902

  
	
  §314 (a)

  	
  902, 505

  
	
   

  	
  (a)(4)

  	
  605

  
	
   

  	
  (b)

  	
  Not Applicable

  
	
   

  	
  (c)(1)

  	
  102

  
	
   

  	
  (c)(2)

  	
  102

  
	
   

  	
  (c)(3)

  	
  Not Applicable

  
	
   

  	
  (d)

  	
  Not Applicable

  
	
   

  	
  (e)

  	
  102

  
	
  §315 (a)

  	
  801(a), 803

  
	
   

  	
  (b)

  	
  802

  
	
   

  	
  (c)

  	
  801(b)

  
	
   

  	
  (d)

  	
  801(c)

  
	
   

  	
  (d)(1)

  	
  801(a)(1), 801(c)(1)

  
	
   

  	
  (d)(2)

  	
  801(c)(2)

  
	
   

  	
  (d)(3)

  	
  801(c)(3)

  
	
   

  	
  (e)

  	
  714

  
	
  §316 (a)

  	
  712, 713

  
	
   

  	
  (a)(1)(A)

  	
  702, 712

  
	
   

  	
  (a)(1)(B)

  	
  713

  
	
   

  	
  (a)(2)

  	
  Not Applicable

  
	
   

  	
  (b)

  	
  708

  
	
   

  	
  (c)

  	
  104

  
	
  §317 (a)(1)

  	
  703

  
				



 





















 


	
   

  	
  (a)(2)

  	
  705

  
	
   

  	
  (b)

  	
  503

  
	
  §318 (a)

  	
  107

  



 





















 


TABLE OF CONTENTS


 


	
  Article One

  	
   

  
	
  Definitions And Other Provisions Of General
  Application

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 101.              General
  Definitions.

  	
   

  	
   

  
	
  “Act”

  	
   

  	
   

  
	
  “Affiliate”

  	
   

  	
   

  
	
  “Authenticating
  Agent”

  	
   

  	
   

  
	
  “Authorized
  Officer”

  	
   

  	
   

  
	
  “Board of
  Directors”

  	
   

  	
   

  
	
  “Board
  Resolution”

  	
   

  	
   

  
	
  “Business Day”

  	
   

  	
   

  
	
  “Commission”

  	
   

  	
   

  
	
  “Company”

  	
   

  	
   

  
	
  “Company Order” or “Company Request”

  	
   

  	
   

  
	
  “Corporate
  Trust Office”

  	
   

  	
   

  
	
  “Corporation”

  	
   

  	
   

  
	
  “Dollar” or “$”

  	
   

  	
   

  
	
  “Eligible
  Obligations”

  	
   

  	
   

  
	
  “Event of Default”

  	
   

  	
   

  
	
  “Governmental
  Authority”

  	
   

  	
   

  
	
  “Holder”

  	
   

  	
   

  
	
  “Indenture”

  	
   

  	
   

  
	
  “Interest
  Payment Date”,

  	
   

  	
   

  
	
  “Maturity”,

  	
   

  	
   

  
	
  “Notice of
  Default”

  	
   

  	
   

  
	
  “Officer’s
  Certificate”

  	
   

  	
   

  
	
  “Opinion of
  Counsel”

  	
   

  	
   

  
	
  “Outstanding”,

  	
   

  	
   

  
	
  “Paying Agent”

  	
   

  	
   

  
	
  “Periodic
  Offering”

  	
   

  	
   

  
	
  “Person”

  	
   

  	
   

  
	
  “Place of
  Payment”,

  	
   

  	
   

  
	
  “Predecessor
  Security”

  	
   

  	
   

  
	
  “Redemption
  Date”

  	
   

  	
   

  
	
  “Redemption
  Price”

  	
   

  	
   

  
	
  “Regular
  Record Date”

  	
   

  	
   

  
	
  “Required
  Currency”

  	
   

  	
   

  
	
  “Responsible
  Officer”

  	
   

  	
   

  
	
  “Securities”

  	
   

  	
   

  
	
  “Security Register” and “Security Registrar”

  	
   

  	
   

  
	
  “Special
  Record Date”

  	
   

  	
   

  
	
  “Stated
  Interest Rate”

  	
   

  	
   

  



 


i





















 


	
  “Stated
  Maturity”

  	
   

  	
   

  
	
  “Successor”

  	
   

  	
   

  
	
  “Tranche”

  	
   

  	
   

  
	
  “Trust
  Indenture Act”

  	
   

  	
   

  
	
  “Trustee”

  	
   

  	
   

  
	
  “United States”

  	
   

  	
   

  
	
  “Unpaid
  Interest”

  	
   

  	
   

  
	
  SECTION 102.

  	
  Compliance Certificates And Opinions

  	
   

  
	
  SECTION 103.

  	
  Content and Form of Documents Delivered to
  Trustee

  	
   

  
	
  SECTION 104.

  	
  Acts of Holders

  	
   

  
	
  SECTION 105.

  	
  Notices, Etc. to Trustee or Company

  	
   

  
	
  SECTION 106.

  	
  Notices to Holders of Securities; Waiver

  	
   

  
	
  SECTION 107.

  	
  Conflict with Trust Indenture Act

  	
   

  
	
  SECTION 108.

  	
  Effect of Headings and Table of Contents

  	
   

  
	
  SECTION 109.

  	
  Successors and Assigns

  	
   

  
	
  SECTION 110.

  	
  Separability Clause

  	
   

  
	
  SECTION 111.

  	
  Benefits of Indenture

  	
   

  
	
  SECTION 112.

  	
  Governing
  Law

  	
   

  
	
  SECTION 113.

  	
  Legal Holidays

  	
   

  
	
   

  	
   

  	
   

  
	
  Article Two

  	
   

  
	
  Security Forms

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 201.

  	
  Forms Generally

  	
   

  
	
  SECTION 202.

  	
  Form of Trustee’s Certificate of Authentication

  	
   

  
	
   

  	
   

  	
   

  
	
  Article Three

  	
   

  
	
  The Securities

  	
   

  
	
   

  	
   

  
	
  SECTION 301.

  	
  Amount Unlimited; Issuable in Series

  	
   

  
	
  SECTION 302.

  	
  Denominations

  	
   

  
	
  SECTION 303.

  	
  Execution, Dating, Authentication

  	
   

  
	
  SECTION 304.

  	
  Temporary Securities

  	
   

  
	
  SECTION 305.

  	
  Registration, Registration of Transfer and Exchange

  	
   

  
	
  SECTION 306.

  	
  Mutilated, Destroyed, Lost and Stolen Securities

  	
   

  
	
  SECTION 307.

  	
  Payment of Interest, Interest Rights Preserved

  	
   

  
	
  SECTION 308.

  	
  Persons Deemed Owners

  	
   

  
	
  SECTION 309.

  	
  Cancellation by Security Registrar

  	
   

  
	
  SECTION 310.

  	
  Computation of Interest

  	
   

  
	
  SECTION 311.

  	
  Payment to Be in Property Currency

  	
   

  
	
   

  	
   

  	
   

  
	
  Article Four

  	
   

  
	
  Redemption Of Securities

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 401.

  	
  Applicability of Article

  	
   

  
	
  SECTION 402.

  	
  Election to Redeem; Notice to Trustee

  	
   

  
	
  SECTION 403.

  	
  Selection of Securities to Be Redeemed

  	
   

  
	
  SECTION 404.

  	
  Notice of Redemption

  	
   

  
	
  SECTION 405.

  	
  Securities Payable on Redemption Date

  	
   

  
	
  SECTION 406.

  	
  Securities Redeemed in Part

  	
   

  
				



 


ii





















 


	
  Article Five

  	
   

  
	
  Covenants

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 501.

  	
  Payment of Securities

  	
   

  
	
  SECTION 502.

  	
  Maintenance of Office or Agency

  	
   

  
	
  SECTION 503.

  	
  Money for Securities Payments to Be Held in
  Trust

  	
   

  
	
  SECTION 504.

  	
  Corporate Existence

  	
   

  
	
  SECTION 505.

  	
  Annual Officer’s Certificate

  	
   

  
	
  SECTION 506.

  	
  Waiver of Certain Covenants

  	
   

  
	
  SECTION 507.

  	
  Limitation on Liens

  	
   

  
	
   

  	
   

  	
   

  
	
  Article Six

  	
   

  
	
  Satisfaction
  And Discharge

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 601.

  	
  Satisfaction and Discharge of Securities

  	
   

  
	
  SECTION 602.

  	
  Satisfaction and Discharge of Indenture

  	
   

  
	
  SECTION 603.

  	
  Application of Trust Money

  	
   

  
	
   

  	
   

  	
   

  
	
  Article Seven

  	
   

  
	
  Events Of Default; Remedies

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 701.

  	
  Events of Default

  	
   

  
	
  SECTION 702.

  	
  Acceleration of Maturity; Rescission and
  Annulment

  	
   

  
	
  SECTION 703.

  	
  Collection of Indebtedness and Suits for
  Enforcement by Trustee

  	
   

  
	
  SECTION 704.

  	
  Application of Money Collected

  	
   

  
	
  SECTION 705.

  	
  Trustee May File Proofs of Claim

  	
   

  
	
  SECTION 706.

  	
  Trustee May Enforce Claims without
  Possession of Securities

  	
   

  
	
  SECTION 707.

  	
  Limitation on Suits

  	
   

  
	
  SECTION 708.

  	
  Unconditional Right of Holders to Receipt Principal,
  Premium and Interest

  	
   

  
	
  SECTION 709.

  	
  Restoration of Rights and Remedies

  	
   

  
	
  SECTION 710.

  	
  Rights and Remedies Cumulative

  	
   

  
	
  SECTION 711.

  	
  Delay or Omission Not Waiver

  	
   

  
	
  SECTION 712.

  	
  Control by Holders of Securities

  	
   

  
	
  SECTION 713.

  	
  Waiver of Past Defaults

  	
   

  
	
  SECTION 714.

  	
  Undertaking for Costs

  	
   

  
	
  SECTION 715.

  	
  Waiver of Stay or Extension Laws

  	
   

  
	
   

  	
   

  	
   

  
	
  Article Eight

  	
   

  
	
  The Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 801.

  	
  Certain Duties and Responsibilities

  	
   

  
	
  SECTION 802.

  	
  Notice of Defaults

  	
   

  
	
  SECTION 803.

  	
  Certain Rights of Trustee

  	
   

  
	
  SECTION 804.

  	
  Not Responsible for Recitals or Issuance of
  Securities

  	
   

  
	
  SECTION 805.

  	
  May Hold Securities

  	
   

  
	
  SECTION 806.

  	
  Money Held in Trust

  	
   

  
	
  SECTION 807.

  	
  Compensation and Reimbursement

  	
   

  
	
  SECTION 808.

  	
  Disqualification; Conflicting Interests

  	
   

  



 


iii





















 


	
  SECTION 809.

  	
  Corporate Trustee Required; Eligibility

  	
   

  
	
  SECTION 810.

  	
  Resignation And Removal; Appointment Of
  Successor

  	
   

  
	
  SECTION 811.

  	
  Acceptance Of Appointment By Successor

  	
   

  
	
  SECTION 812.

  	
  Merger, Conversion, Consolidation Or
  Succession To Business

  	
   

  
	
  SECTION 813.

  	
  Preferential Collection Of Claims Against
  Company

  	
   

  
	
  SECTION 814.

  	
  Appointment Of Authenticating Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  Article Nine

  	
   

  
	
  Lists Of
  Holders; Reports By Trustee And Company

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 901.

  	
  Lists Of Holders

  	
   

  
	
  SECTION 902.

  	
  Reports By Trustee And Company

  	
   

  
	
   

  	
   

  	
   

  
	
  Article Ten

  	
   

  
	
  Consolidation,
  Merger, Conveyance Or Other Transfer

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1001.

  	
  Company May Consolidate, Etc., Only On
  Certain Terms

  	
   

  
	
  SECTION 1002.

  	
  Successor Substituted

  	
   

  
	
  SECTION 1003.

  	
  Release Of Company Upon Conveyance Or Other
  Transfer

  	
   

  
	
  SECTION 1004.

  	
  Limitation

  	
   

  
	
   

  	
   

  	
   

  
	
  Article Eleven

  	
   

  
	
  Supplemental Indentures

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1101.

  	
  Supplemental Indentures Without Consent Of
  Holders

  	
   

  
	
  SECTION 1102.

  	
  Supplemental Indentures With Consent Of
  Holders

  	
   

  
	
  SECTION 1103.

  	
  Execution Of Supplemental Indentures

  	
   

  
	
  SECTION 1104.

  	
  Effect Of Supplemental Indentures

  	
   

  
	
  SECTION 1105.

  	
  Conformity With Trust Indenture Act

  	
   

  
	
  SECTION 1106.

  	
  Reference In Securities To Supplemental
  Indentures

  	
   

  
	
  SECTION 1107.

  	
  Modification Without Supplemental Indenture

  	
   

  
	
   

  	
   

  	
   

  
	
  Article Twelve

  	
   

  
	
  Meetings Of
  Holders; Action Without Meeting

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1201.

  	
  Purposes For Which Meetings May Be Called

  	
   

  
	
  SECTION 1202.

  	
  Call, Notice And Place Of Meetings

  	
   

  
	
  SECTION 1203.

  	
  Persons Entitled To Vote At Meetings

  	
   

  
	
  SECTION 1204.

  	
  Quorum; Action

  	
   

  
	
  SECTION 1205.

  	
  Attendance At Meetings; Determination Of
  Voting Rights; Conduct And Adjournment Of Meetings

  	
   

  
	
  SECTION 1206.

  	
  Counting Votes And Recording Action Of
  Meetings

  	
   

  
	
  SECTION 1207.

  	
  Action Without Meeting

  	
   

  
	
   

  	
   

  	
   

  
	
  Article Thirteen

  	
   

  
	
  Immunity Of
  Incorporators, Stockholders, Officers And Directors

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1301.

  	
  Liability Solely Corporate

  	
   

  



 


iv





















 


INDENTURE, dated as of August 16, 2005
between Duquesne Light Holdings, Inc. (formerly known as DQE, INC.), a
corporation duly organized and existing under the laws of the Commonwealth of
Pennsylvania (herein sometimes called the “Company”), and J.P. Morgan Trust
Company, National Association, a national banking association duly organized
and existing under the laws of the United States of America, as trustee (herein
sometime called the “Trustee”).  


 


RECITALS OF THE COMPANY


 


The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the “Securities”),
to be issued in one or more series as contemplated herein; and all acts
necessary to make this Indenture a valid agreement of the Company have been
performed.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH that
in consideration of the premises and of the purchase of the Securities by the
Holders thereof, it is hereby covenanted and agreed, for the equal and ratable
benefit of all Holders of the Securities or of series thereof (except as
otherwise contemplated herein), as follows:


 


ARTICLE ONE


 


Definitions And Other Provisions Of
General Application 


 


SECTION 101.                                      General
Definitions.


 


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


 


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


 


(b)                                 all
terms used herein without definition which are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to
them therein;


 


(c)                                  all
accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles in the United
States, and, except as otherwise herein expressly provided, the term “generally
accepted accounting principles” with respect to any computation required or
permitted hereunder shall mean such accounting principles as are generally
accepted in the United States at the date of such computation or, at the
election of the Company, at the date of the execution and delivery of this
Indenture;


 


(d)                                 any
reference to an “Article” or a “Section” refers to an Article or a
Section, as the case may be, of this Indenture; and 


 





















 


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


 


“Act”,
when used with respect to any Holder of a Security, has the meaning specified
in Section 104. 


 


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


 


“Authenticating Agent”
means any Person (other than the Company or any Affiliate thereof) authorized
by the Trustee to act on behalf of the Trustee to authenticate the Securities
of one or more series. 


 


“Authorized Officer”
means the Chairman of the Board, the President, any Vice President, the
Treasurer, any Assistant Treasurer or the Corporate Secretary or any other duly
authorized officer, agent or attorney-in-fact of the Company named in an
Officer’s Certificate of the Company, signed by any of the aforesaid corporate
officers. 


 


“Board of Directors”
means the board of directors of the Company, or any committee thereof duly
authorized to act in respect of matters relating to this Indenture.


 


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


 


“Business Day”,
when used with respect to a Place of Payment or any other particular location
specified in the Securities or this Indenture, means any day, other than a
Saturday or Sunday, which is not a day on which banking institutions or trust
companies in such Place of Payment or other location are generally authorized
or required by law, regulation or executive order to remain closed, except as
may be otherwise specified as contemplated by Section 301. 


 


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


 


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


 


2





















 


“Company Order” or “Company Request” means a written order or request,
as the case may be, signed in the name of the Company by an Authorized Officer
and delivered to the Trustee.


 


“Corporate Trust Office”
means the designated office of the Trustee at which at any particular time its
corporate trust business shall be administered, which office at the date of the
execution and delivery of this Indenture is located at One Oxford Centre,
301 Grant Street, Suite 1100, Pittsburgh, Pennsylvania 15219.  


 


“Corporation”
means a corporation, association, company, joint stock company or business
trust.


 


“Discount
Security” means any Security which provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 702.  “Interest” with
respect to a Discount Security means interest, if any, borne by such Security
at a Stated Interest Rate.


 


“Dollar” or
“$”means a dollar or other
equivalent unit in such coin or currency of the United States as at the time
shall be legal tender for the payment of public and private debts.


 


“Eligible Obligations” means:


 


(a)                                  with respect to
Securities denominated in Dollars, Government Obligations; or


 


(b)                                 with respect to
Securities denominated in a currency other than Dollars or in a composite
currency, such other obligations or instruments as shall be specified with
respect to such Securities, as contemplated by Section 301.


 


“Event of Default”
has the meaning specified in Section 701. 


 


“Governmental Authority”
means the government of the United States or of any State or Territory
thereof or of the District of Columbia or of any county, municipality or other
political subdivision of any thereof, or any department, agency, authority or
other instrumentality of any of the foregoing. 


 


“Holder” means a Person
in whose name a Security is registered in the Security Register.


 


“Indenture” means
this instrument as originally executed and delivered and as it may from time to
time be amended and/or supplemented by one or more indentures or other
instruments supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of particular series of
Securities established as contemplated by Section 301.


 


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


 


3





















 


“Maturity”, when used
with respect to any Security, means the date on which the principal of such
Security or an installment of principal becomes due and payable as provided in
such Security or in this Indenture, whether at the Stated Maturity, by
declaration of acceleration, upon call for redemption or otherwise. 


 


“Notice of Default” has the meaning
specified in Section 701(c). 


 


“Officer’s Certificate”
means a certificate signed by an Authorized Officer of the Company and
delivered to the Trustee.


 


“Opinion of Counsel”
means a written opinion of counsel, who may be counsel for the Company or other
counsel acceptable to the Trustee and who may be an employee or Affiliate of
the Company.


 


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


 


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


 


(b)                                 Securities deemed to
have been paid for all purposes of this Indenture in accordance with Section 601
(whether or not the Company’s indebtedness in respect thereof shall be
satisfied and discharged for any other purpose); and


 


(c)                                  Securities which have
been paid pursuant to Section 306 or in exchange for or in lieu of which
other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have
been presented to the Trustee proof satisfactory to it and the Company that
such Securities are held by a bona fide purchaser or purchasers in whose hands
such Securities are valid obligations of the Company;


 


provided,
however, that in determining whether or not the Holders of the requisite
principal amount of the Securities Outstanding under this Indenture, or the
Outstanding Securities of any series or Tranche, have given or made any
request, demand, authorization, direction, notice, consent or waiver hereunder
or whether or not a quorum is present at a meeting of Holders of Securities, 


 


(x)                                   Securities owned by
the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor (unless the Company, such obligor or such
Affiliate owns all Securities Outstanding under this Indenture, or all
Outstanding Securities of each such series and each such Tranche, as the case
may be, determined without regard to this clause (x)) shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver or upon any such determination as to the
presence of a quorum, only Securities which the 


 


4





















 


Trustee knows to be so owned shall be so disregarded; provided,
however, that Securities so owned which have been pledged in good faith may be
regarded as Outstanding if it is established to the reasonable satisfaction of
the Trustee that the pledgee, and not the Company, or any such other obligor or
Affiliate of either thereof, has the right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor; and


 


(y)                                 the principal amount
of a 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 702;


 


provided,
further, that in the case of any Security the principal of which is payable
from time to time without presentment or surrender, the principal amount of
such Security that shall be deemed to be Outstanding at any time for all
purposes of this Indenture shall be the original principal amount thereof less
the aggregate amount of principal thereof theretofore paid.


 


“Paying Agent”
means any Person, including the Company, authorized to pay the principal of,
and premium, if any, or interest, if any, on any Securities on behalf of the
Company in accordance with Section 502. 



 


“Periodic Offering”
means an offering of Securities of a series from time to time any or all of the
specific terms of which Securities, including without limitation the rate or
rates of interest, if any, thereon, the Stated Maturity or Maturities thereof
and the redemption provisions, if any, with respect thereto, are to be
determined by the Company or its agents from time to time subsequent to the
initial request for the authentication and delivery of such Securities by the
Trustee, as contemplated in Section 301 and clause (b) of Section 303.


 


“Person” means any
individual, corporation, partnership, limited liability partnership, limited
liability company, joint venture, trust or unincorporated organization or any
Governmental Authority.


 


“Place of Payment”,
when used with respect to the Securities of any series, or Tranche thereof,
means the place or places, specified as contemplated by Section 301, at
which, subject to Section 502, principal of and premium, if any, and
interest, if any, on the Securities of such series or Tranche are payable. 


 


“Predecessor Security”
of any particular Security means every previous Security evidencing all or a
portion of the same debt as that evidenced by such particular Security; and,
for the purposes of this definition, any Security authenticated and delivered
under Section 306 in exchange for or in lieu of a mutilated, destroyed,
lost or stolen Security shall be deemed (to the extent lawful) to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.


 


“Redemption Date”,
when used with respect to any Security to be redeemed, means the date fixed for
such redemption by or pursuant to this Indenture. 


 


5





















 


“Redemption Price”,
when used with respect to any Security to be redeemed, means the price at which
it is to be redeemed pursuant to this Indenture. 


 


“Regular Record Date”
for the interest payable on any Interest Payment Date on the Securities of any
series means the date specified for that purpose as contemplated by Section 301.


 


“Required Currency”
has the meaning specified in Section 311. 


 


“Responsible Officer”,
when used with respect to the Trustee, means any officer of the Trustee
assigned by the Trustee to administer its corporate trust matters.


 


“Securities” means
any bonds, notes and other evidences of indebtedness authenticated and
delivered under this Indenture.


 


“Security Register” and “Security
Registrar” have the respective meanings
specified in Section 305.


 


“Special Record Date”
for the payment of any Unpaid Interest on the Securities of any series means a
date fixed by the Trustee pursuant to Section 307.


 


“Stated Interest Rate”
means a rate (whether fixed or variable) at which a Security by its terms is
stated to bear simple interest. Any calculation or other determination to be
made under this Indenture by reference to the Stated Interest Rate on an
obligation shall be made (a) if the Company’s obligations in respect of any
other indebtedness shall be evidenced or secured in whole or in part by such
obligation, by reference to the lower of the Stated Interest Rate on such
obligation and the Stated Interest Rate on such other indebtedness and (b)
without regard to the effective interest cost to the Company of such obligation
or of any such other indebtedness.


 


“Stated Maturity”,
when used with respect to any Security or any installment of principal thereof
or interest thereon, means the date on which the principal of such obligation
or such installment of principal or interest is stated to be due and payable
(without regard to any provisions for redemption, prepayment, acceleration,
purchase or extension).


 


“Successor” has the
meaning set forth in Section 1001.


 


“Tranche” means a
group of Securities which (a) are of the same series and (b) have identical
terms except as to principal amount and/or date of issuance. 


 


“Trust Indenture Act”
means, as of any time, the Trust Indenture Act of 1939, or any successor
statute, as in effect at such time.


 


“Trustee” means the
Person named as the “Trustee” in the first paragraph of this Indenture until a
successor trustee shall have become such with respect to one or more series of
Securities pursuant to the applicable provisions of this Indenture, and
thereafter “Trustee” shall mean or include each Person who is then a Trustee
hereunder, and if at any time there is more


 


6





















 


than one such
Person, acting as trustee hereunder, “Trustee” shall mean each such Person so
acting. 


 


“United States” means the United States
of America, its Territories, its possessions and other areas subject to its
political jurisdiction. 


 


“Unpaid Interest”
has the meaning specified in Section 307. 


 


SECTION 102.                                      Compliance
Certificates And Opinions.


 


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 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, it being understood that
in the case of any such application or request as to which the furnishing of
such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate
or opinion need be furnished.


 


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


 


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


 


(b)                                 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;


 


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


 


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


 


SECTION 103.                                      Content
and Form of Documents Delivered to Trustee. 


 


(a)                                  Any
Officer’s Certificate may be based (without further examination or
investigation), insofar as it relates to or is dependent upon legal matters,
upon an opinion of, or representations by, counsel, unless, in any case, such
officer has actual knowledge that the certificate or opinion or representations
with respect to the matters upon which such Officer’s Certificate may be based
as aforesaid are erroneous.


 


Any Opinion of Counsel may be based (without further examination or


 


7





















 


investigation),
insofar as it relates to or is dependent upon factual matters, information with
respect to which is in the possession of the Company, upon a certificate of, or
representations by, an officer or officers of the Company, unless such counsel
has actual knowledge that the certificate or opinion or representations with
respect to the matters upon which his opinion may be based as aforesaid are
erroneous.  In addition, any Opinion of
Counsel may be based (without further examination or investigation), insofar as
it relates to or is dependent upon matters covered in an Opinion of Counsel
rendered by other counsel, upon such other Opinion of Counsel, unless such
counsel has actual knowledge that the Opinion of Counsel rendered by such other
counsel with respect to the matters upon which his Opinion of Counsel may be
based as aforesaid are erroneous.  If, in
order to render any Opinion of Counsel provided for herein, the signer thereof
shall deem it necessary that additional facts or matters be stated in any
Officer’s Certificate provided for herein, then such certificate may state all
such additional facts or matters as the signer of such Opinion of Counsel may
request.


 


(b)                                 In
any case where several matters are required to be certified by, or covered by
an opinion of, any specified Person, it is not necessary that all such matters
be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents. 
Where (i) any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, or (ii) two or more Persons are
each required to make, give or execute any such application, request, consent,
certificate, statement, opinion or other instrument, any such applications,
requests, consents, certificates, statements, opinions or other instruments
may, but need not, be consolidated and form one instrument.


 


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


 


8





















 


SECTION 104.                                      Acts
of Holders.


 


(a)                                  Any
request, demand, authorization, direction, notice, consent, election, waiver or
other action provided by this Indenture to be made, given or taken by Holders
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by an agent duly appointed in
writing or, alternatively, may be embodied in and evidenced by the record of
Holders voting in favor thereof, either in person or by proxies duly appointed
in writing, at any meeting of Holders duly called and held in accordance with
the provisions of Article Twelve, or a combination of such instruments and
any such record.  Except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments or record or both are delivered to the Trustee and,
where it is hereby expressly required, to the Company. Such instrument or instruments
and any such record (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the “Act” of the
Holders signing such instrument or instruments and so voting at any such
meeting. Proof of execution of any such instrument or of a writing appointing
any such agent, or of the holding by any Person of a Security, shall be
sufficient for any purpose of this Indenture and (subject to Section 801)
conclusive in favor of the Trustee and the Company, if made in the manner provided
in this Section.  The record of any
meeting of Holders shall be proved in the manner provided in Section 1206.


 


(b)                                 The
fact and date of the execution by any Person of any such instrument or writing
may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such
instrument or writing acknowledged to him the execution thereof or may be
proved in any other manner which the Trustee and the Company deem sufficient.
Where such execution is by a signer acting in a capacity other than his
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority.


 


(c)                                  The
ownership of Securities and principal amount (except as otherwise contemplated
in clause (y) of the first proviso to the definition of Outstanding) and
serial numbers of Securities held by any Person, and the date of holding the
same, shall be proved by the Security Register. 


 


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


 


(e)                                  Until
such time as written instruments shall have been delivered to the Trustee with
respect to the requisite percentage of principal amount of Securities for the
action contemplated by such instruments, any such instrument executed and
delivered by or on behalf of a Holder may be revoked with respect to any or all
of such Securities by written notice by such Holder or any subsequent Holder,
proven in the manner in which such instrument was proven. 


 


9





















 


(f)                                    Securities
of any series, or any Tranche thereof, authenticated and delivered after any
Act of Holders may, and shall if required by the Trustee, bear a notation in
form approved by the Trustee as to any action taken by such Act of Holders. If
the Company shall so determine, new Securities of any series, or any Tranche
thereof, so modified as to conform, in the opinion of the Trustee and the
Company, to such action may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding Securities
of such series or Tranche.


 


(g)                                 The
Company may, at its option, by Company Order fix in advance a record date for
the determination of Holders entitled to give any request, demand,
authorization, direction, notice, consent, waiver or other Act solicited by the
Company, but the Company shall not have any obligation to do so; provided,
however, that the Company may not fix a record date for the giving or making of
any notice, declaration, request or direction referred to in the next sentence.  In addition, the Trustee may, at its option,
fix in advance a record date for the determination of Holders of Securities of
any series entitled to join in the giving or making of any Notice of Default,
any declaration of acceleration referred to in Section 702, any request to
institute proceedings referred to in Section 707 or any direction referred
to in Section 712, in each case with respect to Securities of such series.
If any such record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act, or such notice, declaration,
request or direction, may be given before or after such record date, but only
the Holders of record at the close of business on the record date shall be
deemed to be Holders for the purposes of determining (i) whether Holders
of the requisite proportion of the Outstanding Securities have authorized or
agreed or consented to such Act (and for that purpose the Outstanding
Securities shall be computed as of the record date) and/or (ii) which
Holders may revoke any such Act (notwithstanding subsection (e) of this Section );
and any such Act, given as aforesaid, shall be effective whether or not the
Holders which authorized or agreed or consented to such Act remain Holders
after such record date and whether or not the Securities held by such Holders
remain Outstanding after such record date.


 


SECTION 105.                                      Notices,
Etc. to Trustee or Company.


 


Any request, demand, authorization, direction, notice, consent,
election, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with, the
Trustee by any Holder or by the Company, or the Company by the Trustee or by
any Holder, shall be sufficient for every purpose hereunder (unless otherwise
expressly provided herein) if the same shall be in writing and delivered
personally to an officer or other responsible employee of such party, or
transmitted by facsimile transmission, telex or other direct written electronic
means to the telephone number or other electronic communications address set
forth for such party below or otherwise as such party shall from time to time
designate, or transmitted by registered mail, charges prepaid, to the
applicable address set forth for such party below or to such other address as
such party may from time to time designate:


 


10





















 


If to the Trustee, to:


 


J.P. Morgan Trust Company, National Association Worldwide


Securities Services


One Oxford Centre, Suite 1100


301 Grant Street


Pittsburgh, PA 15219


 


Attention:  Joseph C. Progar


Telephone:  412-291-2037


Facsimile: 412-456-5567


 


If to the Company, to:


 


Duquesne Light Holdings, Inc.


411 Seventh Avenue


Pittsburgh, Pennsylvania 15219-1905


 


Attention: Treasurer


Telephone: (412) 393-6000


Facsimile: (412) 393-1072


 


Any communication contemplated herein shall be deemed to have been
made, given, furnished and filed if personally delivered, on the date of
delivery, if transmitted by facsimile transmission, telex or other direct written
electronic means, on the date of transmission, and if transmitted by registered
mail or overnight delivery service on the date of receipt.


 


SECTION 106.                                      Notices
to Holders of Securities; Waiver.


 


Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of any event, such notice shall be sufficiently
given, and shall be deemed given, to Holders if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at the
address of such Holder as it appears in the Security Register, not later than
the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice.


 


In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice to
Holders by mail, then such notification as shall be made with the approval of
the Trustee shall constitute a sufficient notification for every purpose
hereunder.  In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. 


 


Any notice required by this Indenture may be waived in writing by the
Person entitled to receive such notice, either before or after the event
otherwise to be specified therein, and such waiver shall be the equivalent of
such notice.  Waivers of notice by
Holders shall be filed with the Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such
waiver.


 


11





















 


SECTION 107.                                      Conflict
with Trust Indenture Act.


 


If any provision of this Indenture limits, qualifies or conflicts with
another provision hereof which is required or deemed to be included in this
Indenture by, or is otherwise governed by, any provision of the Trust Indenture
Act, such other provision shall control; and if any provision hereof otherwise
conflicts with the Trust Indenture Act, the Trust Indenture Act shall control. 


 


SECTION 108.                                      Effect
of Headings and Table of Contents.


 


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


 


SECTION 109.                                      Successors
and Assigns.


 


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


 


SECTION 110.                                      Separability
Clause.


 


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


 


SECTION 111.                                      Benefits
of Indenture.


 


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


 


SECTION 112.                                      Governing
Law.


 


This Indenture and the Securities shall be governed by and construed in
accordance with the law of the State of New York (including without limitation Section 5-1401
of the New York General Obligations Law or any successor to such statute),
except to the extent that the Trust Indenture Act shall be applicable. 


 


SECTION 113.                                      Legal
Holidays.


 


In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the
Securities other than a contrary provision in the Securities of any series, or
any Tranche thereof, or in the indenture supplemental hereto, Board Resolution
or Officer’s Certificate which establishes the terms of the Securities of such
series or Tranche) payment of interest or principal and premium, if any, need
not be made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or


 


12





















 


Redemption
Date, or at the Stated Maturity, and, if such payment is made or duly provided
for on such Business Day, no interest shall accrue on the amount so payable for
the period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be, to such Business Day.


 


ARTICLE TWO


 


Security Forms


 


SECTION 201.                                      Forms
Generally.


 


The definitive Securities of each series shall be in substantially the
form or forms established in the Officer’s Certificate, the indenture
supplemental hereto or the Board Resolution establishing such series, in any
case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution
thereof.  If the form or forms of
Securities of any series are established in an Officer’s Certificate or a Board
Resolution, such Officer’s Certificate or Board Resolution shall be delivered
to the Trustee at or prior to the delivery of the Company Order contemplated by
Section 303 for the authentication and delivery of such Securities.


 


The Securities of each series shall be issuable in registered form
without coupons.  The definitive
Securities shall be produced in such manner as shall be determined by the
officers executing such Securities, as evidenced by their execution thereof.


 


SECTION 202.                                      Form
of Trustee’s Certificate of Authentication. 


 


The Trustee’s certificate of authentication shall be in substantially
the form set forth below:


 


This is one of the Securities of the series
described in the within-mentioned Indenture and authorized by the Officer’s
Certificate/indenture supplement thereto/Board Resolution dated
                       .


 


	
   

  	
   

  	
   

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  	
   

  



 


13





















 


ARTICLE THREE


 


The Securities


 


SECTION 301.                                      Amount
Unlimited; Issuable in Series.


 


The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.


 


The Securities may be issued from time to time in one or more series.
Subject to the last paragraph of this Section, prior to the authentication and
delivery of Securities of any series there shall be established by
specification in an Officer’s Certificate, a supplemental indenture or a Board
Resolution of the Company:


 


(a)                                  the title of the
Securities of such series (which shall distinguish the Securities of such
series from Securities of all other series);


 


(b)                                 any limit upon the
aggregate principal amount of the Securities of such series which may be
authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of such series pursuant to Section 304,
305, 306, 406 or 1106 and except for any Securities which, pursuant to Section 303,
are deemed never to have been authenticated and delivered hereunder);


 


(c)                                  the Persons (without
specific identification) to whom interest, if any, on Securities of such
series, or any Tranche thereof, shall be payable, if other than the Persons in
whose names such Securities (or one or more Predecessor Securities) are
registered at the close of business on the Regular Record Date for such
interest;


 


(d)                                 the date or dates on
which the principal of the Securities of such series or any Tranche thereof, is
payable or any formulary or other method or other means by which such date or
dates shall be determined, by reference to an index or other fact or event
ascertainable outside of this Indenture or otherwise (without regard to any
provisions for redemption, prepayment, acceleration, purchase or extension); and
the right, if any, to extend the Maturity of the Securities of such series, or
any Tranche thereof, and the duration of any such extension;


 


(e)                                  the rate or rates at
which the Securities of such series, or any Tranche thereof, shall bear
interest, if any (including the rate or rates at which overdue principal shall
bear interest, and the right, if any, to extend the interest payment periods
and the duration of any such extension; if different from the rate or rates at
which such Securities shall bear interest prior to Maturity, and, if
applicable, the rate or rates at which overdue premium or interest shall bear
interest, if any), or any formulary or other method or other means by which
such rate or rates shall be determined by reference to an index or other fact
or event ascertainable outside of this Indenture or otherwise; the date or
dates from which such interest shall accrue; the Interest Payment Dates on
which such interest shall be payable and the Regular Record Date, if any, for
the interest payable on such Securities on any Interest Payment Date; the basis
of computation of interest, if other than as provided in Section 310; and
the right, if any, to extend the interest payment periods and the duration of
any such extension;


 


14





















 


(f)                                    the place or places
at which and/or the methods (if other than as provided elsewhere in this
Indenture) by which (i) the principal of and premium, if any, and
interest, if any, on Securities of such series, or any Tranche thereof, shall
be payable, (ii) registration of transfer of Securities of such series, or
any Tranche thereof, may be effected, (iii) exchanges of Securities of
such series, or any Tranche thereof, may be effected and (iv) notices and
demands to or upon the Company in respect of the Securities of such series, or
any Tranche thereof, and this Indenture may be served; the Security Registrar
and any Paying Agent or Agents for such series or Tranche; and, if such is the
case, that the principal of such Securities shall be payable without the
presentment or surrender thereof;


 


(g)                                 the period or periods
within which, or the date or dates on which, the price or prices at which and
the terms and conditions upon which the Securities of such series, or any
Tranche thereof, may be redeemed, in whole or in part, at the option of the
Company;


 


(h)                                 the obligation or
obligations, if any, of the Company to redeem or purchase the Securities of
such series, or any Tranche thereof, pursuant to any sinking fund or other
mandatory redemption provisions or at the option of a Holder thereof and the
period or periods within which or the date or dates on which, the price or
prices at which and the terms and conditions upon which such Securities shall
be redeemed or purchased, in whole or in part, pursuant to such obligation, and
applicable exceptions to the requirements of Section 404 in the case of
mandatory redemption or redemption at the option of the Holder;


 


(i)                                     the denominations
in which Securities of such series, or any Tranche thereof, shall be issuable
if other than denominations of One Thousand Dollars ($1,000) and any integral
multiple thereof;


 


(j)                                     the currency or
currencies, including composite currencies, in which payment of the principal
of or premium, if any, or interest, if any, on the Securities of such series,
or any Tranche thereof, shall be payable (if other than in Dollars) and the
formulary or other method or other means by which the equivalent of any such
amount in Dollars is to be determined for any purpose, including for the
purpose of determining the principal amount of such Securities deemed to be
Outstanding at any time;


 


(k)                                  if the principal of
or premium, if any, or interest, if any, on the Securities of such series, or
any Tranche thereof, are to be payable, at the election of the Company or a
Holder thereof, in a coin or currency other than that in which the Securities
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 principal
of or premium, if any, or interest, if any, on the Securities of such series,
or any Tranche thereof, are to be payable, or are to be payable at the election
of the Company or a Holder thereof, in securities or other property, the type
and amount of such securities or other property, or the formulary or other
method or other


 


15





















 


means by which such amount shall be determined, and the period or
periods within which, and the terms and conditions upon which, any such
election may be made;


 


(m)                               if the amount payable in
respect of the principal of or premium, if any, or interest, if any, on the
Securities of such series, or any Tranche thereof, may be determined with
reference to an index or other fact or event ascertainable outside of this
Indenture, the manner in which such amounts shall be determined (to the extent
not established pursuant to clause (e) of this paragraph);


 


(n)                                 if other than the
entire principal amount thereof, the portion of the principal amount of
Securities of such series, or any Tranche thereof, which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 702;


 


(o)                                 the terms, if any,
pursuant to which the Securities of such series, or any Tranche thereof, may be
converted into or exchanged for shares of capital stock or other securities of
the Company or any other Person;


 


(p)                                 the obligations or
instruments, if any, which shall be considered to be Eligible Obligations in
respect of the Securities of such series, or any Tranche thereof, denominated
in a currency other than Dollars or in a composite currency, and any additional
or alternative provisions for the reinstatement of the Company’s indebtedness
in respect of such Securities after the satisfaction and discharge thereof as
provided in Section 601;


 


(q)                                 if the Securities of
such series, or any Tranche thereof, are to be issued in global form,
(i) any limitations on the rights of the Holder or Holders of such
Securities to transfer or exchange the same or to obtain he registration of
transfer thereof, (ii) any limitations on the rights of the Holder or
Holders thereof to obtain certificates therefor in definitive form in lieu of
temporary form and (iii) any and all other matters incidental to such
Securities;


 


(r)                                    if the Securities
of such series, or any Tranche thereof, are to be issuable as bearer
securities, any and all matters incidental thereto which are not specifically
addressed in a supplemental indenture as contemplated by clause (f) of Section 1101;


 


(s)                                  to the extent not
established pursuant to clause (q) of this paragraph, any limitations on
the rights of the Holders of the Securities of such Series, or any Tranche
thereof, to transfer or exchange such Securities or to obtain the registration
of transfer thereof; and if a service charge will be made for the registration
of transfer or exchange of Securities of such series, or any Tranche thereof,
the amount or terms thereof;


 


(t)                                    any exceptions to Section 113,
or variation in the definition of Business Day, with respect to the Securities
of such series, or any Tranche thereof;


 


(u)                                 any non-applicability
of Section 507 to the Securities of such series


 


16





















 


or any exceptions or modifications of Section 507 with respect to
the Securities of such series; and


 


(v)                                 any other terms of the
Securities of such series, or any Tranche thereof.


 


With respect to Securities of a series subject to a Periodic Offering,
the Officer’s Certificate, the indenture supplemental hereto or the Board
Resolution which establishes such series, as the case may be, may provide
general terms or parameters for Securities of such series and provide either
that the specific terms of Securities of such series, or any Tranche thereof,
shall be specified in a Company Order or that such terms shall be determined by
the Company or its agents in accordance with procedures specified in a Company
Order as contemplated by clause (b) of Section 303.


 


Unless otherwise specified with respect to a series of Securities as
contemplated by Section 301(b), any limit upon the aggregate principal
amount of a series of Securities may be increased without the consent of any
Holders and additional Securities of such series may be authenticated and
delivered up to the limit upon the aggregate principal amount authorized with
respect to such series as so increased.


 


Anything herein to the contrary notwithstanding, the Trustee shall be
under no obligation to authenticate and deliver Securities of any series the
terms of which, established as contemplated by this Section, would affect the
rights, duties, obligations, liabilities or immunities of the Trustee under
this Indenture or otherwise.


 


SECTION 302.                                      Denominations.


 


Unless otherwise provided as contemplated by Section 301 with
respect to any series of Securities, or any Tranche thereof, the Securities of
each series shall be issuable in denominations of One Thousand Dollars ($1,000)
and any integral multiple thereof.


 


SECTION 303.                                      Execution,
Dating, Authentication.


 


Unless otherwise specified as contemplated by Section 301 with
respect to any series of Securities, or any Tranche thereof, the Securities
shall be executed on behalf of the Company by an Authorized Officer, and may
have the corporate seal of the Company affixed thereto or reproduced thereon
and attested by any other Authorized Officer. The signature of any or all of
these officers on the Securities may be manual or facsimile.


 


Securities bearing the manual or facsimile signatures of individuals
who were at the time of execution Authorized Officers shall bind the Company,
notwithstanding that such individuals, or any of them, have ceased to be such
Authorized Officers prior to the authentication and delivery of such Securities
or were not such Authorized Officers at the date of such Securities.


 


The Trustee shall authenticate and deliver Securities of a series for
original issue, at one time or from time to time in accordance with the Company
Order referred to below, upon


 


17





















 


receipt by the
Trustee of:


 


(a)                                  the instrument or
instruments establishing the form or forms and terms of the Securities of such
series as provided in Sections 201 and 301;


 


(b)                                 a Company Order
requesting the authentication and delivery of such Securities and, to the
extent that the terms of such Securities shall not have been established in an
Officer’s Certificate, an indenture supplemental hereto or a Board Resolution,
all as contemplated by Sections 201 and 301, either (i) establishing
such terms or (ii) in the case of Securities of a series subject to a
Periodic Offering, specifying procedures, acceptable to the Trustee, by which
such terms are to be established (which procedures may provide, to the extent acceptable
to the Trustee, for authentication and delivery pursuant to oral or electronic
instructions from the Company or any agent or agents thereof, which oral
instructions are to be promptly confirmed electronically or in writing), in
either case in accordance with the instrument or instruments delivered pursuant
to clause (a) above;


 


(c)                                  Securities of such
series, each executed on behalf of the Company by an Authorized Officer;


 


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


 


(i)                                     (A) the form
or forms of such Securities have been duly authorized by the Company, and
(B) the forms of such Securities have been established in conformity with
the provisions of this Indenture;


 


(ii)                                  (A) the terms of
such Securities have been duly authorized by the Company, and (B) the terms
of such Securities have been established in conformity with the provisions of
this Indenture; and


 


(iii)                               when such Securities
shall have been authenticated and delivered by the Trustee and issued and
delivered by the Company in the manner and subject to any conditions specified
in such Opinion of Counsel, such Securities will constitute valid obligations
of the Company, entitled to the benefits provided by this Indenture;


 


provided,
however, that, with respect to the Securities of a series subject to a Periodic
Offering, the Trustee shall be entitled to receive such Opinion of Counsel only
once at or prior to the time of the first authentication and delivery of the
Securities of such series (provided that such Opinion of Counsel addresses the
authentication and delivery of all Securities of such series), and that, in
lieu of the opinions described in clauses (ii) and (iii) above, such Counsel
may opine that:


 


(x)                                   when the terms of
such Securities shall have been established pursuant to a Company Order or Orders
or pursuant to such procedures as may be specified from time to time by a
Company Order or Orders, all as contemplated by and in accordance with the
instrument or instruments delivered pursuant to clause (a) above,


 


18





















 


such terms will have been duly authorized by the Company and will have
been established in conformity with the provisions of this Indenture; and


 


(y)                                 when such Securities
shall have been (1) authenticated and delivered by the Trustee in accordance
with this Indenture and the Company Order or Orders or the specified procedures
referred to in clause (x) above and (2) issued and delivered by the
Company in the manner and subject to any conditions specified in such Opinion
of Counsel, such Securities will constitute valid obligations of the Company
entitled to the benefits provided by this Indenture.


 


With respect to Securities of a series subject to a Periodic Offering,
the Trustee may conclusively rely, as to the authorization by the Company of
any of such Securities, the forms and terms thereof, the validity thereof and
the compliance of the authentication and delivery thereof with the terms and
conditions of this Indenture, upon the Opinion or Opinions of Counsel and the
certificates and other documents delivered pursuant to this Article at or
prior to the time of the first authentication and delivery of Securities of
such series until any of such opinions, certificates or other documents have
been superseded or revoked or expire by their terms.  In connection with the authentication and
delivery of Securities of a series subject to a Periodic Offering, the Trustee
shall be entitled to assume that the Company’s instructions to authenticate and
deliver such Securities do not violate any applicable law or any applicable
rule, regulation or order of any Governmental Authority having jurisdiction
over the Company.


 


If the form or terms of the Securities of any series have been
established by or pursuant to an Officer’s Certificate or Board Resolution as
permitted by Sections 201 or 301, the Trustee shall not be required to
authenticate such Securities if the issuance 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.


 


Unless otherwise specified as contemplated by Section 301 with
respect to any series of Securities, or any Tranche thereof, each Security
shall be dated the date of the authentication of such Security.


 


Unless otherwise specified as contemplated by Section 301 with
respect to any series of Securities, or any Tranche thereof, no Security shall
be entitled to any benefit under this Indenture or be valid or obligatory for any
purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee or an
Authenticating Agent by manual signature of an authorized officer thereof, and
such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder and is entitled to the benefits of this Indenture. Notwithstanding
the foregoing, if (a) any Security shall have been authenticated and
delivered hereunder to the Company, or any Person acting on its behalf, but
shall never have been issued and sold by the Company, (b) the Company
shall deliver such Security to the Security Registrar for cancellation or shall
cancel such Security and deliver evidence of such cancellation to the Trustee,
in each case as provided in Section 309 and (c) the Company, at its
election, shall deliver to the Trustee a written statement (which need not
comply with Section 102


 


19





















 


and need not
be accompanied by an Officer’s Certificate or an Opinion of Counsel) stating
that such Security has never been issued and sold by the Company, then for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits hereof.


 


SECTION 304.                                      Temporary
Securities.


 


Pending the preparation of definitive Securities of any series, or any
Tranche thereof, the Company may execute, and upon Company Order the Trustee
shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed, photocopied or otherwise produced, in
any authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Securities may determine, as evidenced by their execution of such Securities;
provided, however, that temporary Securities need not recite specific
redemption, sinking fund, conversion or exchange provisions.


 


Except as otherwise specified as contemplated by Section 301 with
respect to the Securities of any series, or any Tranche thereof, after the
preparation of definitive Securities of such series or Tranche, the temporary
Securities of such series or Tranche shall be exchangeable, without charge to
the Holders thereof, for definitive Securities of such series or Tranche, upon
surrender of such temporary Securities at the office or agency of the Company
maintained pursuant to Section 502 in a Place of Payment for such
Securities.  Upon such surrender of
temporary Securities, the Company, except as aforesaid, shall execute and the
Trustee shall authenticate and deliver in exchange therefor definitive
Securities of the same series and Tranche, of authorized denominations and of
like tenor and aggregate principal amount.


 


Until exchanged in full as hereinabove provided, temporary Securities
shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities of the same series and Tranche and of like tenor
authenticated and delivered hereunder.


 


SECTION 305.                                      Registration,
Registration of Transfer and Exchange.


 


The Company shall cause to be kept in one of the offices designated
pursuant to Section 502, with respect to the Securities of each series, or
any Tranche thereof, a register (the “Security Register”) in which, subject to
such reasonable regulations as it may prescribe, the Company shall provide for
the registration of Securities of such series or Tranche and the registration
of transfer thereof.  The Company shall
designate one Person to maintain the Security Register for the Securities of
each series, and such Person is referred to herein, with respect to such
series, as the “Security Registrar”. 
Anything herein to the contrary notwithstanding, the Company may
designate one or more of its offices or an office of any Affiliate as an office
in which a register with respect to the Securities of one or more series, or
any Tranche or Tranches thereof, shall be maintained, and the Company may
designate itself or any Affiliate as the Security Registrar with respect to one
or more of such series.  The Security
Register shall be open for inspection by the Trustee and the Company at all
reasonable times.


 


Except as otherwise specified as contemplated by Section 301 with
respect to the


 


20





















 


Securities of
any series, or any Tranche thereof, upon presentment for registration of
transfer of any Security of such series or Tranche at the office or agency of
the Company maintained pursuant to Section 502 in a Place of Payment for
such series or Tranche, and further upon satisfaction of any conditions
prescribed by applicable law, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of the same series and Tranche, of
authorized denominations and of like tenor and aggregate principal amount.


 


Except as otherwise specified as contemplated by Section 301 with
respect to the Securities of any series, or any Tranche thereof, any Security
of such series or Tranche may be exchanged, at the option of the Holder, for
one or more new Securities of the same series and Tranche, of authorized
denominations and of like tenor and aggregate principal amount, upon
presentment of the Securities to be exchanged at any such office or agency.  Whenever any Securities are so presented for
exchange and upon satisfaction of any conditions prescribed by applicable law,
the Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.


 


All Securities delivered upon any registration of transfer or exchange
of Securities shall be valid obligations of the Company evidencing the same
respective obligations, and being entitled to the same benefits under this
Indenture, as the Securities presented upon such registration of transfer or
exchange.


 


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


 


Unless otherwise specified as contemplated by Section 301 with
respect to Securities of any series, or any Tranche thereof, no service charge
shall be made for any registration of transfer or exchange 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 connection with any registration of
transfer or exchange of Securities, other than exchanges pursuant to Section 304,
406 or 1106 not involving any transfer.


 


The Company shall not be required to execute or to provide for the
registration of transfer of or the exchange of (a) Securities of any
series, or any Tranche thereof, during a period of fifteen (15) days
immediately preceding the date notice is to be given identifying the serial
numbers of the Securities of such series or Tranche called for redemption or
(b) any Security so selected for redemption in whole or in part, except
the unredeemed portion of any Security being redeemed in part.


 


SECTION 306.              Mutilated,
Destroyed, Lost and Stolen Securities.


 


If any mutilated Security is presented to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same


 


21





















 


series and
Tranche, and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.


 


If there shall be delivered to the Company and the Trustee
(a) evidence to their satisfaction of the ownership of and the
destruction, loss or theft of any Security and (b) such security or
indemnity as may be reasonably required by them to save each of them and any
agent of any of them harmless, then, in the absence of notice to the Company or
the Trustee that such Security is held by a Person deemed to be a protected
purchaser under applicable law, the Company shall execute and the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and Tranche, and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.


 


Notwithstanding the foregoing, in case any such mutilated, destroyed,
lost or stolen Security has become or is about to become due and payable, the
Company in its discretion may, but subject to compliance with the conditions
set forth in the next preceding paragraph, instead of issuing a new Security,
pay such Security.


 


Upon the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
reasonable expenses (including the fees and expenses of the Trustee) in
connection therewith.


 


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


 


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


 


SECTION 307.                                      Payment
of Interest, Interest Rights Preserved.


 


Unless otherwise specified as contemplated by Section 301 with
respect to the Securities of any series, or any Tranche thereof, interest on
any Security which is payable, and is punctually paid or duly provided for, on
any Interest Payment Date shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest.


 


Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date, including
without limitation interest the payment period for which has been extended as
specified with respect to such series as contemplated by Section 301
(herein called “Unpaid Interest”), shall forthwith cease to be payable to the
Holder on the related Regular Record Date by virtue of having been such Holder,


 


22





















 


and such
Unpaid Interest may be paid by the Company, at its election in each case, as
provided in clause (a) or (b) below:


 


(a)                                  The Company may elect
to make payment of any Unpaid Interest to the Persons in whose names the
Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on a date (herein called a “Special Record
Date”) for the payment of such Unpaid Interest, which shall be fixed in the
following manner.  The Company shall
notify the Trustee in writing of the amount of Unpaid Interest proposed to be
paid on each Security of such series and the date of the proposed payment, and
at the same time the Company shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such Unpaid
Interest or shall make arrangements satisfactory to the Trustee for such
deposit prior to the date of the proposed payment, such money when deposited to
be held in trust for the benefit of the Persons entitled to such Unpaid
Interest as in this clause provided. Thereupon the Trustee shall fix a Special
Record Date for the payment of such Unpaid Interest which shall be not more
than thirty (30) days and not less than ten (10) days prior to the date of the
proposed payment and not less than twenty-five (25) days after the receipt by
the Trustee of the notice of the proposed payment.  The Trustee shall promptly notify the Company
of such Special Record Date and, in the name and at the expense of the Company,
shall, not less than fifteen (15) days prior to such Special Record Date, cause
notice of the proposed payment of such Unpaid Interest and the Special Record
Date therefor to be mailed, first-class postage prepaid, to each Holder of
Securities of such series at the address of such Holder as it appears in the
Security Register. Notice of the proposed payment of such Unpaid Interest and
the Special Record Date therefor having been so mailed, such Unpaid Interest
shall be paid to the Persons in whose names the Securities of such series (or
their respective Predecessor Securities) are registered at the close of
business on such Special Record Date.


 


(b)                                 The Company may make
payment of any Unpaid Interest on the Securities of any series in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which such Securities may be listed, and upon such notice as may be required
by such exchange, if, after notice given by the Company to the Trustee of the
proposed payment pursuant to this clause, such manner of payment shall be
deemed practicable by the Trustee.


 


Subject to the foregoing provisions of this Section and Section 305,
each Security delivered under this Indenture upon registration of transfer of
or in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.


 


SECTION 308.                                      Persons
Deemed Owners.


 


Prior to the due presentment of any Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Security is registered as the absolute
owner of such Security for the purpose of receiving payment of principal of and
premium, if any, and (subject to Section 307) interest, if


 


23





















 


any, on such
Security and for all other purposes whatsoever, whether or not such Security be
overdue, and neither the Company nor the Trustee, or any agent of the Company
or the Trustee, shall be affected by notice to the contrary.


 


SECTION 309.                                      Cancellation
by Security Registrar.


 


All Securities presented for payment, redemption, registration of
transfer or exchange shall, if presented to any Person other than the Security
Registrar, be delivered to the Security Registrar and, if not theretofore
canceled, shall be promptly canceled by the Security Registrar.  The Company may at any time deliver to the
Security Registrar for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever or which the Company shall not have issued and sold, and all
Securities so delivered shall be promptly canceled by the Security
Registrar.  Unless by a Company Order the
Company shall direct that canceled Securities be returned to it, all canceled
Securities held by the Security Registrar shall be disposed of in accordance with
the Security Registrar’s customary procedures. 
The Security Registrar shall promptly deliver to the Company and the
Trustee evidence of any cancellation by it of a Security, and of any
disposition by it of a canceled Security, in accordance with this Section 309.


 


SECTION 310.                                      Computation
of Interest.


 


Except as otherwise specified as contemplated by Section 301 for
Securities of any series, or any Tranche thereof, interest on the Securities of
each series shall be computed on the basis of a three hundred sixty (360) day
year consisting of twelve (12) thirty (30) day months, and, with respect to any
period less than a full calendar month, on the basis of the actual number of
days elapsed during such period.


 


SECTION 311.                                      Payment
to Be in Property Currency.


 


In the case of the Securities of any series, or any Tranche thereof,
denominated in any currency other than Dollars or in a composite currency (the “Required
Currency”), except as otherwise specified with respect to such Securities as
contemplated by Section 301, the obligation of the Company to make any
payment of the principal thereof, or the premium, if any, or interest, if any,
thereon, shall not be discharged or satisfied by any tender by the Company, or
recovery by the Trustee, in any currency other than the Required Currency,
except to the extent that such tender or recovery shall result in the Trustee
timely holding the full amount of the Required Currency then due and
payable.  If any such tender or recovery
is in a currency other than the Required Currency, the Trustee may take such actions
as it considers appropriate to exchange such currency for the Required
Currency.  The costs and risks of any
such exchange, including without limitation the risks of delay and exchange
rate fluctuation, shall be borne by the Company, the Company shall remain fully
liable for any shortfall or delinquency in the full amount of Required Currency
then due and payable, and in no circumstances shall the Trustee be liable
therefor except in the case of its negligence or willful misconduct.


 


24










 













 


ARTICLE FOUR


 


Redemption Of Securities


 


SECTION 401.                                      Applicability
of Article.


 


Securities of
any series, or any Tranche thereof, which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for Securities of such
series or Tranche) in accordance with this Article.


 


SECTION 402.                                      Election
to Redeem; Notice to Trustee.


 


The election
of the Company to redeem any Securities shall be evidenced by a Board Resolution
or an Officer’s Certificate.  The Company
shall, at least forty-five (45) days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee), notify
the Trustee in writing of such Redemption Date and of the principal amount of
such Securities to be redeemed and any additional information the Trustee must
provide to the Holders in accordance with Section 404.  In the case of any redemption of Securities
(a) prior to the expiration of any restriction on such redemption provided
in the terms of such Securities or elsewhere in this Indenture or
(b) pursuant to an election of the Company which is subject to a condition
specified in the terms of such Securities, the Company shall furnish the Trustee
with an Officer’s Certificate evidencing compliance with such restriction or
condition.


 


SECTION 403.                                      Selection
of Securities to Be Redeemed.


 


If less than
all the Securities of any series, or any Tranche thereof, are to be redeemed,
the particular Securities to be redeemed shall be selected by the Security
Registrar from the Outstanding Securities of such series or Tranche not
previously called for redemption, by such method as shall be provided for such
series or Tranche, or, in the absence of any such provision, by such method of
random selection as the Security Registrar shall deem fair and appropriate and
which may, in any case, provide for the selection for redemption of portions
(in any authorized denomination for Securities of such series or Tranche) of the
principal amount of Securities of such series or Tranche having a denomination
larger than the minimum authorized denomination for Securities of such series
or Tranche; provided, however, that if, as indicated in an Officer’s
Certificate, the Company shall have offered to purchase all or any principal
amount of the Securities then Outstanding of any series, or any Tranche
thereof, and less than all of such Securities as to which such offer was made
shall have been tendered to the Company for such purchase, the Security
Registrar, if so directed by Company Order, shall select for redemption all or
any principal amount of such Securities which have not been so tendered.


 


The Security
Registrar shall promptly notify the Company and the Trustee in writing of the
Securities selected for redemption and, in the case of any Securities selected
to be redeemed in part, the principal amount thereof to be redeemed.


 


25





















 


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


 


SECTION 404.                                      Notice
of Redemption.


 


Notice of
redemption shall be given in the manner provided in Section 106 to the
Holders of the Securities to be redeemed not less than thirty (30) nor more
than sixty (60) days prior to the Redemption Date.


 


All notices of
redemption shall state:


 


(a)                                  the
Redemption Date,


 


(b)                                 the
Redemption Price,


 


(c)                                  if less than all the
Securities of any series or Tranche are to be redeemed, the identification of
the particular Securities to be redeemed and the portion of the principal
amount of any Security to be redeemed in part,


 


(d)                                 that on the Redemption
Date the Redemption Price, together with accrued interest, if any, to the
Redemption Date, will become due and payable upon each such Security to be
redeemed and, if applicable, that interest thereon will cease to accrue on and
after said date,


 


(e)                                  the place or places
where such Securities are to be surrendered for payment of the Redemption Price
and accrued interest, if any, unless it shall have been specified as contemplated
by Section 301 with respect to such Securities that such surrender shall
not be required,


 


(f)                                    that the redemption
is for a sinking or other fund, if such is the case, and


 


(g)                                 such other matters as
the Company shall deem desirable or appropriate.


 


With respect
to any notice of redemption of Securities at the election of the Company,
unless, upon the giving of such notice, such Securities shall be deemed to have
been paid in accordance with Section 601, such notice may state that such
redemption shall be conditional upon the receipt by the Paying Agent or Agents
for such Securities, on or prior to the date fixed for such redemption, of
money sufficient to pay the principal of and premium, if any, and interest, if
any, on such Securities and that if such money shall not have been so received
such notice shall be of no force or effect and the Company shall not be
required to redeem such Securities.  In
the event that such notice of redemption contains such a condition and such
money is not so received, the redemption shall not be made and within a
reasonable time thereafter notice shall be given, in the manner in which the
notice of redemption was given, that such money was not so received and such
redemption was not required to be made and the Paying Agent or Agents for the
Securities otherwise to have been redeemed shall promptly return to the


 


26





















 


Holders thereof any of such Securities which had been surrendered for
payment upon such redemption.


 


Notice of
redemption of Securities to be redeemed at the election of the Company, and any
notice of non-satisfaction of a condition for redemption as aforesaid, shall be
given by the Company or, upon Company Request, by the Security Registrar in the
name and at the expense of the Company. 
Notice of mandatory redemption of Securities shall be given by the
Security Registrar in the name and at the expense of the Company.


 


SECTION 405.                                      Securities
Payable on Redemption Date.


 


Notice of
redemption having been given as aforesaid, and the conditions, if any, set
forth in such notice having been satisfied, the Securities or portions thereof
so to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless, in
the case of an unconditional notice of redemption, the Company shall default in
the payment of the Redemption Price and accrued interest, if any) such
Securities or portions thereof, if interest-bearing, shall cease to bear
interest.  Upon surrender of any such
Security for redemption in accordance with such notice, such Security or
portion thereof shall be paid by the Company at the Redemption Price, together
with accrued interest, if any, to the Redemption Date; provided, however, that
no such surrender shall be a condition to such payment if so specified as
contemplated by Section 301 with respect to such Security; and provided,
further, that except as otherwise specified as contemplated by Section 301
with respect to such Security, any installment of interest on any Security the
Stated Maturity of which installment is on or prior to the Redemption Date
shall be payable to the Holder of such Security, or one or more Predecessor
Securities, registered as such at the close of business on the related Regular
Record Date according to the terms of such Security and subject to the
provisions of Section 307.


 


SECTION 406.                                      Securities
Redeemed in Part.


 


Upon the
surrender of any Security which is to be redeemed only in part at a Place of
Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company or the Trustee, as the case may be, duly executed by, the Holder
thereof or his attorney duly authorized in writing), the Company shall execute,
and the Trustee shall authenticate and deliver to the Holder of such Security,
without service charge, a new Security or Securities of the same series and
Tranche, of any authorized denomination requested by such Holder and of like
tenor and in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.


 


27





















 


ARTICLE FIVE


 


Covenants


 


SECTION 501.                                      Payment
of Securities.


 


The Company
shall pay the principal of and premium, if any, and interest, if any, on the
Securities of each series in accordance with the terms of such Securities and
this Indenture.


 


SECTION 502.                                      Maintenance
of Office or Agency.


 


The Company
shall maintain in each Place of Payment for the Securities of each series, or
any Tranche thereof, an office or agency where payment of such Securities shall
be made, where the registration of transfer or exchange of such Securities may
be effected and where notices and demands to or upon the Company in respect of
such Securities and this Indenture may be served.  The Company shall give prompt written notice
to the Trustee of the location, and any change in the location, of each such
office or agency and prompt notice to the Holders of any such change in the
manner specified in Section 106.  If
at any time the Company shall fail to maintain any such required office or
agency in respect of Securities of any series, or any Tranche thereof, or shall
fail to furnish the Trustee with the address thereof, payment of such
Securities shall be made, registration of transfer or exchange thereof may be
effected and notices and demands in respect thereof may be served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent for all such purposes in any such event.


 


The Company
may also from time to time designate one or more other offices or agencies with
respect to the Securities of one or more series, or any Tranche thereof, for
any or all of the foregoing purposes and may from time to time rescind such
designations; provided, however, that, unless otherwise specified as
contemplated by Section 301 with respect to the Securities of such series
or Tranche, no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency for such purposes in
each Place of Payment for such Securities in accordance with the requirements
set forth above.  The Company shall give
prompt written notice to the Trustee, and prompt notice to the Holders in the
manner specified in Section 106, of any such designation or rescission and
of any change in the location of any such other office or agency.


 


Anything
herein to the contrary notwithstanding, any office or agency required by this Section may
be maintained at an office of the Company or any Affiliate thereof, in which
event the Company or such Affiliate, as the case may be, shall perform all
functions to be performed at such office or agency.


 


28





















 


SECTION 503.                                      Money
for Securities Payments to Be Held in Trust.


 


If the Company
shall at any time act as its own Paying Agent with respect to the Securities of
any series, or any Tranche thereof, it shall, on or before each due date of the
principal of and premium, if any, and interest, if any, on any of such
Securities, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and premium or interest so
becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided.  The
Company shall promptly notify the Trustee of any failure by the Company (or any
other obligor on such Securities) to make any payment of principal or premium,
if any, or interest, if any, on such Securities.


 


Whenever the
Company shall have one or more Paying Agents for the Securities of any series,
or any Tranche thereof, it shall, on or before each due date of the principal
of and premium, if any, and interest, if any, on such Securities, deposit with
such Paying Agents sums sufficient (without duplication) to pay the principal
and premium or interest so becoming due, such sums to be held in trust for the
benefit of the Persons entitled to such principal, premium or interest, and
(unless such Paying Agent is the Trustee) the Company shall promptly notify the
Trustee of any failure by it so to act.


 


The Company
shall cause each Paying Agent for the Securities of any series, or any Tranche
thereof, other than the Company or the Trustee, to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee,
subject to the provisions of this Section, that such Paying Agent shall:


 


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


 


(b)         give the Trustee notice of any failure by the
Company (or any other obligor upon such Securities) to make any payment of
principal of and premium, if any, or interest, if any, on such Securities; and


 


(c)          at any time during the continuance of any
such failure, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such Paying Agent and furnish to the
Trustee such information as it possesses regarding the names and addresses of
the Persons entitled to such sums.


 


The Company
may at any time pay, or by Company Order direct any Paying Agent to pay, to the
Trustee all sums held in trust by the Company or such Paying Agent, such sums
to be held by the Trustee upon the same trusts as those upon which such sums
were held by the Company or such Paying Agent and, if so stated in a Company
Order delivered to the Trustee, in accordance with the provisions of Article Six;
and, upon such payment by any Paying Agent to the Trustee, such Paying Agent
shall be released from all further liability with respect to such money.


 


29





















 


Any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of and premium, if any, or interest, if
any, on any Security and remaining unclaimed for two years after such principal
and premium, if any, or interest, if any, has become due and payable shall be
paid to the Company on Company Request, or, if then held by the Company, shall
be discharged from such trust; and, upon such payment or discharge, the Holder
of such Security shall, as an unsecured general creditor and not as the Holder
of an Outstanding Security, look only to the Company for payment of the amount
so due and payable and remaining unpaid, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such payment to
the Company, may at the expense of the Company, cause to be mailed, on one
occasion only, notice to such Holder that such money remains unclaimed and
that, after a date specified therein, which shall not be less than thirty (30)
days from the date of such mailing, any unclaimed balance of such money then
remaining will be paid to the Company.


 


SECTION 504.                                      Corporate
Existence.


 


Subject to the
rights of the Company under Article Ten, the Company shall do or cause to
be done all things necessary to preserve and keep its corporate existence in
full force and effect.


 


SECTION 505.                                      Annual
Officer’s Certificate


 


Not later than
December 1 in each year, commencing December 1, 2005, the Company
shall deliver to the Trustee an Officer’s Certificate which need not comply
with Section 102, executed by its principal executive officer, principal
financial officer or principal accounting officer, as to such officer’s
knowledge of such obligor’s compliance with all conditions and covenants under
this Indenture, such compliance to be determined without regard to any period
of grace or requirement of notice under this Indenture.


 


SECTION 506.                                      Waiver
of Certain Covenants.


 


The Company
may omit in any particular instance to comply with any term, provision or
condition set forth in


 


(a)          any covenant or restriction specified with
respect to the Securities of any one or more series, or any Tranche or Tranches
thereof, as contemplated by Section 301 or by Section 1101(b) if
before the time for such compliance the Holders of a majority in aggregate
principal amount of the Outstanding Securities of all series and Tranches with
respect to which compliance with such covenant or restriction is to be omitted,
considered as one class, shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition; provided, however, that no such waiver shall be
effective as to any matters contemplated in clause (a), (b) or (c) in Section 1102
without consent of the Holders specified in such Section; and


 


30





















 


(b)         Section 504 or Article Ten if before
the time for such compliance the Holders of a majority in principal amount of
Securities Outstanding under this Indenture shall, by Act of such Holders,
either waive such compliance in such instance or generally waive compliance
with such term, provision or condition;


 


but, in either case, no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and
the duties of the Trustee in respect of any such term, provision or condition
shall remain in full force and effect.


 


SECTION 507.                                      Limitation
on Liens.


 


(a)          If this covenant shall be made applicable to
the Securities of a particular series, so long as any Securities of that series
are Outstanding, the Company will not pledge, mortgage, hypothecate or grant a
security interest in, or permit any mortgage, pledge, security interest or
other lien upon, any capital stock of Duquesne Light Company to secure any
Indebtedness (as hereinafter defined) without concurrently making effective
provision whereby the Outstanding Securities shall (so long as such other
Indebtedness shall be so secured) be equally and ratably secured with any and
all such other Indebtedness and any other indebtedness similarly entitled to be
equally and ratably secured; provided, however, that this restriction shall not
apply to nor prevent the creation or existence of any judgment, levy,
execution, attachment or other similar lien arising in connection with court
proceedings, provided that either


 


(i)                             the
execution or enforcement of each such lien is effectively stayed within 60 days
after entry of the corresponding judgment (or the corresponding judgment has
been discharged within such 60 day period) and the claims secured thereby are
being contested in good faith by appropriate proceedings timely commenced and
diligently prosecuted;


 


(ii)                          the
payment of each such lien is substantially covered by insurance (except for the
applicable deductible) and the insurance company has not denied or contested
coverage thereof; or


 


(iii)                       so long as
each such lien is adequately bonded, any appropriate legal proceedings that may
have been duly initiated for the review of the corresponding judgment, decree
or order shall not have been fully terminated or the period within which such
proceedings may be initiated shall not have expired.


 


For purposes of this Section 507, “Indebtedness” means all
indebtedness, whether or not represented by bonds, debentures, notes or other
securities, created or assumed by the Company for the repayment of money
borrowed. All indebtedness for money borrowed which is secured by a lien upon
property owned by the Company and upon which indebtedness for money borrowed,
the Company customarily pays interest, although the Company has not assumed or
become liable for the payment of such indebtedness for money borrowed, shall
for purposes of this Section 507 be deemed to be Indebtedness of the
Company. All indebtedness of others for


 


31





















 


money borrowed which is guaranteed as to payment of principal by the
Company or in effect guaranteed by the Company through a contingent agreement
to purchase such indebtedness for money borrowed shall for purposes of this Section 507
be deemed to be Indebtedness of the Company, but no other contingent obligation
of the Company in respect of indebtedness for money borrowed or other
obligations incurred by others shall for purposes of this Section 507 be
deemed to be Indebtedness of the Company.


 


In case the Company shall propose to pledge, mortgage, hypothecate or
grant a security interest in any capital stock of Duquesne Light Company to
secure any Indebtedness, the Company will prior thereto give written notice
thereof to the Trustee, and the Company will prior to or simultaneously with
such pledge, mortgage, hypothecation or grant of security interest, by
supplemental indenture executed to the Trustee (or to the extent legally
necessary to another trustee or an additional or separate trustee), in form
satisfactory to the Trustee, effectively secure (for so long as such other
Indebtedness shall be so secured) all the Securities equally and ratably with
such Indebtedness and with any other indebtedness for money borrowed similarly
entitled to be equally and ratably secured.


 


(b)                                 Except
as otherwise specified as contemplated by Section 301 for Securities of
any series, the provisions of Subsection (a) of this Section 507
shall not apply in the event that the Company shall pledge, mortgage,
hypothecate or grant a security interest in or other lien upon any capital
stock of Duquesne Light Company now or hereafter owned by the Company to secure
any Indebtedness which would otherwise be subject to the foregoing restriction
up to an aggregate amount which, together with all other Indebtedness (other
than Indebtedness encumbered by mortgages, pledges, security interests, liens
or encumbrances permitted by subsection (a) of this Section 507)
which, does not at the time exceed 10% of Consolidated Net Tangible Assets.


 


For purposes of this Section 507:


 


(1)                                  The term “Consolidated
Net Tangible Assets” means the total amount of assets appearing on a
consolidated balance sheet of the Company less, without duplication, the
following:


 


(a)                                  all current
liabilities (excluding any thereof which are by their terms extendable or
renewable at the sole option of the obligor thereon without requiring the
consent of the obligee to a date more than 12 months after the date of
determination);


 


(b)                                 all reserves for
depreciation and other asset valuation reserves but excluding any reserves for
deferred Federal income taxes arising from accelerated amortization or
otherwise;


 


(c)                                  all intangible assets
such as goodwill, trademarks, trade names, patents and unamortized debt
discount and expense carried as an asset on said balance sheet; and


 


32





















 


(d)                                 all appropriate
adjustments on account of minority interests of other Persons holding Common
Stock in any Subsidiary.


 


Consolidated Net Tangible Assets shall be
determined in accordance with generally accepted accounting principles and as
of a date not more than 90 days prior to the happening of the event for which
such determination is being made.


 


(2)                                  The term “Common
Stock” means, with respect to any Person, any and all shares, interests,
participations or other equivalents, however designated, whether voting or
non-voting, of that Person’s equity, other than preferred stock of that Person,
whether now outstanding or issued after the date the Securities of a particular
series are issued, including without limitation, all series and classes of that
common stock.


 


(3)                                  The “Assets” of any
Person means the whole or any part of its business, property, assets, cash and
receivables.


 


(4)                                  The term “Subsidiary”
means a corporation 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 that ordinarily has
voting power for the election of directors, whether at all times or only so
long as no senior class of stock has such voting power by reason of any
contingency.


 


ARTICLE SIX


 


Satisfaction And Discharge


 


SECTION 601.                                      Satisfaction
and Discharge of Securities.


 


Any Security
or Securities, or any portion of the principal amount thereof, shall be deemed
to have been paid for all purposes of this Indenture, and the entire
indebtedness of the Company in respect thereof shall be satisfied and
discharged, if there shall have been irrevocably deposited with the Trustee or
any Paying Agent (other than the Company), in trust:


 


(a)                          money in
an amount which shall be sufficient, or


 


(b)                         in the
case of a deposit made prior to the Maturity of such Securities or portions
thereof, Eligible Obligations, which shall not contain provisions permitting
the redemption or other prepayment thereof at the option of the issuer thereof,
the principal of and the interest on which when due, without any regard to
reinvestment thereof, will provide moneys which, together with the money, if
any, deposited with or held by the Trustee or such Paying Agent, shall be
sufficient, or


 


(c)                          a
combination of (a) or (b) which shall be sufficient,


 


33





















 


to pay when due the principal of and premium, if any, and interest, if
any, due and to become due on such Securities or portions thereof; provided,
however, that in the case of the provision for payment or redemption of less
than all the Securities of any series or Tranche, such Securities or portions
thereof shall have been selected by the Security Registrar as provided herein
and, in the case of a redemption, the notice requisite to the validity of such
redemption shall have been given or irrevocable authority shall have been given
by the Company to the Trustee to give such notice, under arrangements
satisfactory to the Trustee; and provided, further, that the Company shall have
delivered to the Trustee and such Paying Agent:


 


(x)                           if such
deposit shall have been made prior to the Maturity of such Securities, a
Company Order stating that the money and Eligible Obligations deposited in
accordance with this Section shall be held in trust, as provided in Section 603;


 


(y)                         if
Eligible Obligations shall have been deposited, an Opinion of Counsel to the
effect that such obligations constitute Eligible Obligations and do not contain
provisions permitting the redemption or other prepayment thereof at the option
of the issuer thereof, and an opinion of an independent public accountant of
nationally recognized standing, selected by the Company, to the effect that the
other requirements set forth in clause (b) and, if applicable, (c) above
have been satisfied; and


 


(z)                           if such
deposit shall have been made prior to the Maturity of such Securities, an
Officer’s Certificate stating that the money and Eligible Obligations are
sufficient to pay the Securities being redeemed and the Company’s intention
that, upon delivery of such Officer’s Certificate, its indebtedness in respect
of such Securities or portions thereof will have been satisfied and discharged
as contemplated in this Section.


 


Upon the
deposit of money or Eligible Obligations, or both, in accordance with this
Section, together with the documents required by clauses (x), (y) and (z)
above and upon receipt by the Trustee of an Officer’s Certificate and Opinion
of Counsel that the conditions set forth in this Section 601 have been
met, the Trustee shall, upon Company Request, acknowledge in writing that such
Securities or portions thereof are deemed to have been paid for all purposes of
this Indenture and that the entire indebtedness of the Company in respect
thereof has been satisfied and discharged as contemplated in this Section.  In the event that all of the conditions set
forth in the preceding paragraph shall have been satisfied in respect of any
Securities or portions thereof except that, for any reason, the Officer’s
Certificate specified in clause (z) (if otherwise required) shall not have
been delivered, such Securities or portions thereof shall nevertheless be deemed
to have been paid for all purposes of this Indenture, and the Holders of such
Securities or portions thereof shall nevertheless be no longer entitled to the
benefits provided by this Indenture or of any of the covenants of the Company
under Article Five (except the covenants contained in Sections 502
and 503) or any other covenants made in respect of such Securities or portions
thereof as contemplated by Section 301 or Section 1201(b), but the
indebtedness of the Company in respect of such Securities or portions thereof
shall not be deemed to have been satisfied and discharged prior to Maturity for
any other purpose; and, upon Company Request, the Trustee shall acknowledge in
writing that such Securities or portions thereof are deemed to have been paid
for all purposes of this Indenture.


 


34





















 


If payment at
Stated Maturity of less than all of the Securities of any series, or any
Tranche thereof, is to be provided for in the manner and with the effect provided
in this Section, the Security Registrar shall select such Securities, or
portions of principal amount thereof, in the manner specified by Section 403
for selection for redemption of less than all the Securities of a series or
Tranche.


 


In the event
that Securities which shall be deemed to have been paid for purposes of this
Indenture, and, if such is the case, in respect of which the indebtedness of
the Company shall have been satisfied and discharged, all as provided in this
Section, do not mature and are not to be redeemed within the sixty (60) day
period commencing with the date of the deposit of moneys or Eligible
Obligations, as aforesaid, the Company shall, as promptly as practicable, give
a notice, in the same manner as a notice of redemption with respect to such
Securities, to the Holders of such Securities to the effect that such deposit
has been made and the effect thereof.


 


Notwithstanding
that any Securities shall be deemed to have been paid for purposes of this
Indenture, as aforesaid, the obligations of the Company and the Trustee in
respect of such Securities under Sections 304, 305, 306, 404, 502, 503,
807 and 814 and this Article shall survive.


 


The Company
shall pay, and shall indemnify the Trustee or any Paying Agent with which
Eligible Obligations shall have been deposited as provided in this Section against,
any tax, fee or other charge imposed on or assessed against such Eligible
Obligations or the principal or interest received in respect of such Eligible
Obligations, including, but not limited to, any such tax payable by any entity
deemed, for tax purposes, to have been created as a result of such deposit.


 


Anything
herein to the contrary notwithstanding, (a) if, at any time after a
Security would be deemed to have been paid for purposes of this Indenture, and,
if such is the case, the Company’s indebtedness in respect thereof would be
deemed to have been satisfied and discharged pursuant to this Section (without
regard to the provisions of this paragraph), the Trustee or any Paying Agent,
as the case may be, (i) shall be required to return the money or Eligible
Obligations, or combination thereof, deposited with it as aforesaid to the
Company or any representative thereof (designated in writing by the Company or
any court or Governmental Authority), under any applicable Federal or State
bankruptcy, insolvency or other similar law or (ii) are unable to apply
any money with respect to such Security by reason of any order or judgment of
any court or Governmental Authority enjoining, restraining or otherwise
prohibiting such application, such Security shall thereupon be deemed
retroactively not to have been paid and any satisfaction and discharge of the
indebtedness of the Company in respect thereof shall retroactively be deemed
not to have been effected, and such Security shall be deemed to remain
Outstanding and (b) any satisfaction and discharge of the indebtedness of
the Company in respect of any Security shall be subject to the provisions of
the last paragraph of Section 503.


 


SECTION 602.                                      Satisfaction
and Discharge of Indenture.


 


This Indenture
shall upon Company Request cease to be of further effect (except as hereinafter
expressly provided), and the Trustee, at the expense of the Company, shall
execute


 


35





















 


such instruments as the Company shall reasonably request to evidence
and acknowledge the satisfaction and discharge of this Indenture, when:


 


(a)                          no
Securities remain Outstanding hereunder; and


 


(b)                         the
Company has paid or caused to be paid all other sums payable hereunder by the
Company;


 


provided, however, that if, in accordance with the last paragraph of Section 601,
any Security, previously deemed to have been paid for purposes of this
Indenture, shall be deemed retroactively not to have been so paid, this
Indenture shall thereupon be deemed retroactively not to have been satisfied
and discharged, as aforesaid, and to remain in full force and effect, and the
Company shall execute and deliver such instruments and opinions the Trustee shall
reasonably request to evidence and acknowledge the same.


 


Notwithstanding
the satisfaction and discharge of this Indenture as aforesaid, the obligations
of the Company and the Trustee under Sections 304, 305, 306, 404, 502,
503, 807 and 814 and this Article shall survive.


 


Upon
satisfaction and discharge of this Indenture as provided in this Section, the
Trustee shall turn over to the Company any and all money, securities and other
property then held by the Trustee for the benefit of the Holders of the Securities
(other than money and Eligible Obligations held by the Trustee pursuant to Section 603)
and shall execute and deliver to the Company such instruments as, in the
judgment of the Company, shall be necessary, desirable or appropriate to effect
or evidence the satisfaction and discharge of this Indenture.


 


SECTION 603.                                      Application
of Trust Money.


 


Neither the
Eligible Obligations nor the money deposited pursuant to Section 601, nor
the principal or interest payments on any such Eligible Obligations, shall be
withdrawn or used for any purpose other than, and shall be held in trust for,
the payment of the principal of and premium, if any, and interest, if any, on
the Securities or portions of principal amount thereof in respect of which such
deposit was made, all subject, however, to the provisions of Section 503;
provided, however, that any cash received from such principal or interest
payments on such Eligible Obligations, if not then needed for such purpose,
shall, to the extent practicable and upon Company Request and delivery to the
Trustee of the documents referred to in clause (y) in the first paragraph
of Section 601, be invested in Eligible Obligations of the type described
in clause (b) in the first paragraph of Section 601 maturing at such
times and in such amounts as shall be sufficient, together with any other
moneys and the proceeds of any other Eligible Obligations then held by the
Trustee, to pay when due the principal of and premium, if any, and interest, if
any, due and to become due on such Securities or portions thereof on and prior
to the Maturity thereof, and interest earned from such reinvestment shall be
paid over to the Company as received, free and clear of any trust, lien or
pledge under this Indenture; and provided, further, that any moneys held in
accordance with this Section on the Maturity of all such Securities in
excess of the amount required to pay the principal of and premium, if any, and
interest, if any, then due on such Securities shall be paid over to the Company
free and clear of any trust, lien or


 


36





















 


pledge under this Indenture; and provided, further, that if an Event of
Default shall have occurred and be continuing, moneys to be paid over to the
Company pursuant to this Section shall be held until such Event of Default
shall have been waived or cured.


 


ARTICLE SEVEN


 


Events Of Default; Remedies


 


SECTION 701.                                      Events
of Default.


 


“Event of
Default”, wherever used herein with respect to the
Securities of any series, means any of the following events which shall have
occurred and be continuing:


 


(a)                          failure
to pay interest, if any, on any Security of such series within thirty (30) days
after the same becomes due and payable; provided, however, that no such failure
shall constitute an “Event of Default” if the Company shall have made a valid
extension of the interest payment period with respect to the Securities of such
series if so provided with respect to such series as contemplated by Section 301;
or


 


(b)                         failure
to pay the principal of or premium, if any, on any Security of such series when
due and payable; provided, however, that no such failure shall constitute an “Event
of Default” if the Company shall have made a valid extension of the Maturity of
the Securities of such series if so provided with respect to such series as
contemplated by Section 301; or


 


(c)                          failure
to perform or breach of any covenant or warranty of the Company in this
Indenture (other than a covenant or warranty a default in the performance of
which or breach of which is elsewhere in this Section specifically dealt
with or which has expressly been included in this Indenture solely for the
benefit of one or more series of Securities other than such series) for a
period of sixty (60) days after there has been given, by registered or
certified mail or overnight delivery service, to the Company by the Trustee, or
to the Company and the Trustee by the Holders of at least thirty-three
percentum (33%) in principal amount of the Outstanding Securities of such series,
a written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a “Notice of Default”
hereunder, unless the Trustee, or the Trustee and the Holders of 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 the Company provides the
Trustee written notice that such corrective action is being diligently pursued;
or


 


(d)                         the entry
by a court having jurisdiction in the premises of (i) a


 


37





















 


decree or order for relief in respect of the
Company in an involuntary case or proceeding under any applicable Federal or
State bankruptcy, insolvency, reorganization or other similar law or
(ii) a decree or order adjudging the Company a bankrupt or insolvent, or
approving as properly filed a petition by one or more Persons other than the
Company seeking reorganization, arrangement, adjustment or composition of or in
respect of the Company under any applicable Federal or State law, or appointing
a custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official for the Company or for any substantial part of its property,
or ordering the winding up or liquidation of its affairs, and any such decree
or order for relief or any such other decree or order shall have remained
unstayed and in effect for a period of ninety (90) consecutive days; or


 


(e)                          the
commencement by the Company of a voluntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or of any other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by the Company to the entry of a decree or order for
relief in respect of the Company in a case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or other similar law or
to the commencement of any bankruptcy or insolvency case or proceeding against
the Company, or the filing by the Company of a petition or answer or consent
seeking reorganization or relief under any applicable Federal or State law, or
the consent by the Company to the filing of such petition or to the appointment
of or taking possession by a custodian, receiver, liquidator, assignee,
trustee, sequestrator or similar official of the Company or of any substantial
part of its property, or the making by the Company of an assignment for the
benefit of creditors, or the admission by the Company in writing of its
inability to pay its debts generally as they become due, or the authorization
of such action by the Board of Directors of the Company.


 


SECTION 702.                                      Acceleration
of Maturity; Rescission and Annulment.


 


If an Event of Default shall have occurred and be continuing with
respect to Securities of any series at the time Outstanding, then in every such
case the Trustee or the Holders of not less than thirty-three percentum (33%)
in principal amount of the Securities of such series then Outstanding may
declare the principal amount (or, if any of the Securities of such series are
Discount Securities, such portion of the principal amount of such Securities as
may be specified in the terms thereof as contemplated by Section 301) of
all of the Securities of such series then Outstanding to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon such declaration such principal amount (or specified
amount), together with premium, if any, and accrued interest, if any, thereon,
shall become immediately due and payable; provided, however, that if an Event
of Default shall have occurred and be continuing with respect to more than one
series of Securities, the Trustee or the Holders of not less than thirty-three
percentum (33%) in aggregate principal amount of the Outstanding Securities of
all such series, considered as one class, may make such declaration of acceleration,
and not the Holders of the Securities of any one of such series.


 


At any time
after such a declaration of acceleration of the maturity of the Securities of
any series then Outstanding shall have been made, but before a judgment or
decree


 


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for payment of the money due shall have been obtained by the Trustee as
provided in this Article, such declaration and its consequences shall, without
further act, be deemed to have been rescinded and annulled, if


 


(a)                          the
Company shall have paid or deposited with the Trustee a sum sufficient to pay


 


(i)                     all overdue interest, if any, on
all Securities of such series then Outstanding;


 


(ii)                  the principal of and premium, if any,
on any Securities of such series then Outstanding which have become due
otherwise than by such declaration of acceleration and interest, if any,
thereon at the rate or rates prescribed therefor in such Securities;


 


(iii)               interest, if any, upon overdue interest,
if any, at the rate or rates prescribed therefor in such Securities, to the
extent that payment of such interest is lawful; and


 


(iv)              all
amounts due to the Trustee under Section 807;


 


(b)                         all
Events of Default with respect to Securities of such series, other than the
non-payment of the principal of Securities of such series which shall have
become due solely by such declaration of acceleration, shall have been cured or
waived as provided in Section 713.


 


No such
rescission shall affect any subsequent Event of Default or impair any right consequent
thereon.


 


SECTION 703.                                      Collection
of Indebtedness and Suits for Enforcement by Trustee.


 


If an Event of
Default described in clause (a) or (b) of Section 701 shall have
occurred and be continuing, the Company shall, upon demand of the Trustee, pay
to it, for the benefit of the Holders of the Securities of the series with
respect to which such Event of Default shall have occurred, the whole amount
then due and payable on such Securities for principal and premium, if any, and
interest, if any, and, in addition thereto, such further amount as shall be
sufficient to cover any amounts due to the Trustee under Section 807.


 


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


 


If an Event of
Default with respect to Securities of any series shall have occurred


 


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and be continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders of the Securities of such
series then Outstanding by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any such rights, whether for
the specific enforcement of any covenant or agreement in this Indenture or in
aid of the exercise of any power granted herein, or to enforce any other proper
remedy.


 


SECTION 704.                                      Application
of Money Collected.


 


Any money
collected by the Trustee pursuant to this Article shall be applied in the
following order, to the extent permitted by law, at the date or dates fixed by
the Trustee and, in case of the distribution of such money on account of
principal or premium, if any, or interest, if any, upon presentation of the
Securities in respect of which or for the benefit of which such money shall
have been collected and the notation thereon of the payment if only partially
paid and upon surrender thereof if fully paid:


 


First:  To the payment of all amounts due the Trustee
under Section 807;


 


Second:  To the payment of the whole amount then due
and unpaid upon the Outstanding Securities for principal and premium, if any,
and interest, if any, in respect of which or for the benefit of which such
money has been collected; and in case such proceeds shall be insufficient to
pay in full the whole amount so due and unpaid upon such Securities, then to
the payment of such principal and interest, if any, thereon without any
preference or priority, ratably according to the aggregate amount so due and
unpaid, with any balance then remaining to the payment of premium, if any, and,
if so specified as contemplated by Section 301 with respect to the
Securities of any series, or any Tranche thereof, interest, if any, on overdue
premium, if any, and overdue interest, if any, ratably as aforesaid, all to the
extent permitted by applicable law;


 


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


 


SECTION 705.                                      Trustee
May File Proofs of Claim.


 


In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Securities shall then be
due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,


 


(a)                          to file
and prove a claim for the whole amount of principal, premium, if any, and
interest, if any, owing and unpaid in respect of the Securities and to file such
other papers or documents as may be necessary or advisable in order to have the


 


40





















 


claims of the Trustee (including any claim
for amounts due to the Trustee under Section 807) and of the Holders
allowed in such judicial proceeding, and


 


(b)                         to
collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same;


 


and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is
hereby authorized by each Holder to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amounts due it under Section 807.


 


Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights
of any Holder thereof or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding.


 


SECTION 706.                                      Trustee
May Enforce Claims without Possession of Securities.


 


All rights of
action and claims under this Indenture, or on the Securities endorsed thereon,
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto,
and any such proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders in respect of which such judgment has been
recovered.


 


SECTION 707.                                      Limitation
on Suits.


 


No Holder
shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or
for any other remedy hereunder, unless:


 


(a)                          such
Holder shall have previously given written notice to the Trustee of a
continuing Event of Default with respect to the Securities of such series;


 


(b)                         the
Holders of a majority in aggregate principal amount of the Securities then
Outstanding of all series in respect of which an Event of Default shall have
occurred and be continuing, considered as one class, shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default in its own name as Trustee hereunder;


 


(c)                          such
Holder or Holders shall have offered to the Trustee reasonable indemnity
against the costs, expenses and liabilities to be incurred in compliance with
such request;


 


(d)                         the
Trustee for sixty (60) days after its receipt of such notice, request and offer
of indemnity shall have failed to institute any such proceeding; and


 


41





















 


(e)                          no
direction inconsistent with such written request shall have been given to the
Trustee during such sixty (60) day period by the Holders of a majority in
aggregate principal amount of the Securities then Outstanding of all series in
respect of which an Event of Default shall have occurred and be continuing,
considered as one class;


 


it being understood and intended that no one or more of the Holders of
Securities of any series shall have any right in any manner whatever by virtue
of, or by availing of, any provision of this Indenture to affect, disturb or
prejudice the rights of any other Holders of Securities of any series or to
obtain or to seek to obtain priority or preference over any other Holders of
Securities of such series or to enforce any right under this Indenture, except
in the manner herein provided and for the equal and ratable benefit of all
Holders of Securities of such series.


 


SECTION 708.                                      Unconditional
Right of Holders to Receipt Principal, Premium and Interest.


 


Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have
the right, which is absolute and unconditional, to receive payment of the
principal of and premium, if any, and (subject to Section 307) interest,
if any, on such Security on the Stated Maturity or Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.


 


SECTION 709.                                      Restoration
of Rights and Remedies.


 


If the Trustee
or any Holder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding shall have been discontinued or
abandoned for any reason, or shall have been determined adversely to the
Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and such Holder
shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and such Holder
shall continue as though no such proceeding had been instituted.


 


SECTION 710.                                      Rights
and Remedies Cumulative.


 


Except as
otherwise provided in the last paragraph of Section 306, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise.  The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.


 


SECTION 711.                                      Delay
or Omission Not Waiver.


 


No delay or
omission of the Trustee or of any Holder to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a


 


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waiver of any such Event of Default or an acquiescence therein. Every
right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.


 


SECTION 712.                                      Control
by Holders of Securities.


 


If an Event of
Default shall have occurred and be continuing in respect of a series of
Securities, the Holders of a majority in principal amount of the Securities of
such series then Outstanding shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series; provided, however, that if an Event of Default shall
have occurred and be continuing with respect to more than one series of
Securities, the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all such series, considered as one class, shall have
the right to make such direction, and not the Holders of the Securities of any
one of such series; and provided, further, that


 


(a)                          such
direction shall not be in conflict with any rule of law or with this Indenture,
and could not involve the Trustee in personal liability in circumstances where
indemnity would not, in the Trustee’s sole discretion, be adequate,


 


(b)                         the
Trustee shall not determine that the action so directed would be unjustly
prejudicial to the Holders of Securities of such series not taking part in such
direction, and


 


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


 


SECTION 713.                                      Waiver
of Past Defaults.


 


The Holders of
a majority in principal amount of the Securities of any series then Outstanding
may on behalf of the Holders of all the Securities of such series then
Outstanding waive any past default with respect to such series hereunder and
its consequences, except a default


 


(a)                          in the
payment of the principal of or premium, if any, or interest, if any, on any
Security of such series then Outstanding, or


 


(b)                         in
respect of a covenant or provision hereof which under Section 1102 cannot
be modified or amended without the consent of the Holder of each Outstanding
Security of such series or the affected Tranche thereof.


 


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


 


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SECTION 714.                                      Undertaking
for Costs.


 


The Company
and the Trustee agree, and each Holder by its acceptance of a Security shall be
deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant, all in the manner, to the
extent and except as provided in the Trust Indenture Act; but the provisions of
this Section shall not apply to any suit instituted by the Company to any
suit instituted by the Trustee, to any suit instituted by any Holder, or group
of Holders, holding in the aggregate more than ten percentum (10%) in aggregate
principal amount of the Outstanding Securities of all series in respect of
which such suit may be brought, considered as one class, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of
or premium, if any, or interest, if any, on any Security on or after the Stated
Maturity or Maturities expressed in such Security (or, in the case of redemption,
on or after the Redemption Date).


 


SECTION 715.                                      Waiver
of Stay or Extension Laws.


 


To the full
extent that it may lawfully so agree, the Company shall not at any time set up,
claim or otherwise seek to take the benefit or advantage of any stay or extension
law, now or hereafter in effect, in order to prevent or hinder the enforcement
of this Indenture; and each of the Company, for itself and all who may claim
under it, so far as it or they now or hereafter may lawfully do so, hereby
waives the benefit of all such laws.


 


ARTICLE EIGHT


 


The Trustee


 


SECTION 801.                                      Certain
Duties and Responsibilities.


 


(a)          Except
during the continuance of an Event of Default with respect to Securities of any
series,


 


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


 


(ii)                          in the
absence of bad faith on its part, the Trustee may, with respect to Securities
of such series, conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture;
but in the case of any such certificates or opinions which by any provisions
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.


 


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(b)         In
case an Event of Default with respect to Securities of any series shall have
occurred and be continuing, the Trustee shall exercise, with respect to
Securities of such series, 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.


 


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


 


(i)                             this
subsection shall not be construed to limit the effect of subsection (a)
of this Section;


 


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


 


(iii)                       the Trustee
shall not be liable with respect to any action taken or omitted to be taken by
it in good faith in accordance with the direction of the Holders of a majority
in principal amount of the Securities of any one or more series then
Outstanding, as provided herein, 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
with respect to the Securities of such series; and


 


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


 


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


 


SECTION 802.                                      Notice
of Defaults.


 


The Trustee
shall give notice of any default hereunder with respect to the Securities of
any series to the Holders of Securities of such series in the manner and to the
extent required to do so by the Trust Indenture Act, unless such default shall
have been cured or waived; provided, however, that in the case of any default
of the character specified in Section 701(c), no such notice to Holders
shall be given until at least seventy-five (75) days after the occurrence
thereof; and provided, further, that, subject to the provisions of Section 801,
the Trustee shall not be deemed to have knowledge of such default unless either
(i) a Responsible Officer of the Trustee shall have actual knowledge of
such default or (ii) the Trustee shall have received written notice
thereof from the Company or any Holder or, in the case of a default described
in Section 701(d), from the Holder of any indebtedness or from the trustee
under any


 


45





















 


mortgage, indenture or other instrument referred to in such
Section.  For the purpose of this
Section, the term “default” means any event which is, or after notice or lapse
of time, or both, would become, an Event of Default with respect to the
Securities of such series.


 


SECTION 803.                                      Certain
Rights of Trustee.


 


Subject to the
provisions of Section 801 and to the applicable provisions of the Trust
Indenture Act:


 


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


 


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


 


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


 


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


 


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


 


(f)                            the
Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry
or investigation, it shall (subject to applicable legal requirements) be
entitled to examine, during normal business hours, the books, records and
premises of the Company, personally or by agent or attorney;


 


(g)                         the
Trustee may execute any of the trusts or powers hereunder or


 


46





















 


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


 


(h)                         the
Trustee shall not be charged with knowledge of any Event of Default with
respect to the Securities of any series for which it is acting as Trustee
unless either (i) a Responsible Officer of the Trustee shall have actual
knowledge of the Event of Default or (ii) written notice of such Event of
Default shall have been given to the Trustee by the Company or any other
obligor on such Securities, or by any Holder of such Securities.


 


SECTION 804.                                      Not
Responsible for Recitals or Issuance of Securities.


 


The recitals
contained herein, in any disclosure materials and in the Securities (except the
Trustee’s certificates of authentication) shall be taken as the statements of
the Company and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as
to the validity or sufficiency of this Indenture or of the Securities. Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.


 


SECTION 805.                                      May
Hold Securities.


 


Each of the
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or
any other agent of the Company or the Trustee, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to
Sections 808 and 813, may otherwise deal with the Company with the same
rights it would have if it were not such Trustee, Authenticating Agent, Paying
Agent, Security Registrar or such other agent.


 


SECTION 806.                                      Money
Held in Trust.


 


Money held by
the Trustee in trust hereunder need not be segregated from other funds, except
to the extent required by law.  The
Trustee shall be under no liability for interest on or investment of any money
received by it hereunder except as expressly provided herein or otherwise
agreed with, and for the sole benefit of, the Company.


 


SECTION 807.                                      Compensation
and Reimbursement.


 


The Company
agrees


 


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


 


(b)                         except as
otherwise expressly provided herein, to reimburse the Trustee upon its request
for all reasonable expenses, disbursements and advances reasonably incurred or
made by the Trustee in accordance with any provision of this Indenture
(including the reasonable compensation and the expenses and disbursements of


 


47





















 


its agents and counsel), except to the extent
that any such expense, disbursement or advance as may be attributable to its
negligence, willful misconduct or bad faith; and


 


(c)                          to
indemnify the Trustee and hold it harmless from and against any loss, liability
or expense reasonably incurred by it arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder or the
performance of its duties hereunder, including the reasonable costs and
expenses of defending itself against any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent that any such loss, liability or expense may be attributable to its
negligence, willful misconduct or bad faith.


 


As security
for the performance of the obligations of the Company under this Section, the
Trustee shall have a lien prior to the Securities upon all property and funds
held or collected by the Trustee as such, other than property and funds held in
trust under Section 603 (except moneys payable to the Company as provided
in Section 603).  “Trustee” for purposes of this Section shall include
any predecessor Trustee; provided, however, that the negligence, willful
misconduct or bad faith of any Trustee hereunder shall not affect the rights of
any other Trustee hereunder.


 


SECTION 808.                                      Disqualification;
Conflicting Interests.


 


If the Trustee
shall have or acquire any conflicting interest within the meaning of the Trust
Indenture Act, it shall either eliminate such conflicting interest or resign to
the extent, in the manner and with the effect, and subject to the conditions,
provided in the Trust Indenture Act and this Indenture. For purposes of Section 310(b)(1)
of the Trust Indenture Act and to the extent permitted thereby, the Trustee, in
its capacity as trustee in respect of the Securities of any series, shall not
be deemed to have a conflicting interest arising from its capacity as trustee
in respect of the Securities of any other series.


 


SECTION 809.                                      Corporate
Trustee Required; Eligibility.


 


There shall at
all times be a Trustee hereunder which shall be


 


(a) a
corporation or association organized and doing business under the laws of the
United States any State or Territory thereof or the District of Columbia,
authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least Ten Million Dollars ($10,000,000) and
subject to supervision or examination by Federal, State, Territorial or
District of Columbia authority, or


 


(b) if and to
the extent permitted by the Commission by rule, regulation or order upon
application, a corporation or other Person organized and doing business under
the laws of a foreign government, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least Fifty
Million Dollars ($50,000,000) or the Dollar equivalent of the applicable
foreign currency and subject to supervision or examination by authority of such
foreign government or a political subdivision thereof substantially equivalent
to supervision or examination applicable to United States institutional
trustees,


 


48





















 


and, in either case, qualified and eligible under this Article and
the Trust Indenture Act.  If such
corporation or association publishes reports of condition at least annually,
pursuant to law or to the requirements of such supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation or association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section or the Trust Indenture Act, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article.


 


SECTION 810.                                      Resignation
And Removal; Appointment Of Successor.


 


(a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 811.


 


(b) The
Trustee may resign at any time with respect to the Securities of one or more series
by giving written notice thereof to the Company. If the instrument of
acceptance by a successor Trustee required by Section 811 shall not have
been delivered to the Trustee within thirty (30) days after the giving of such
notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.


 


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


 


(d) If at any
time:


 


(i) the Trustee shall fail to comply with Section 808 after
written request therefor by the Company or by any Holder who has been a bona
fide Holder for at least six months, or


 


(ii) the Trustee shall cease to be eligible under Section 809 or Section 310(a)
of the Trust Indenture Act and shall fail to resign after written request
therefor by the Company or by any such Holder, or


 


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


 


then, in any
such case, (x) the Company may remove the Trustee with respect to all
Securities or (y) subject to Section 714, any Holder who has been a bona
fide Holder for at least six (6) months may, on behalf of itself and all others
similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee with respect to all Securities and the appointment of a
successor Trustee or Trustees.


 


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(e) If the
Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause (other than as contemplated
by clause (y) in subsection (d) of this Section), with respect to the
Securities of one or more series, the Company shall take prompt steps to
appoint a successor Trustee or Trustees with respect to the Securities of that
or those series (it being understood that any such successor Trustee may be
appointed with respect to the Securities of one or more or all of such series
and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable
requirements of Section 811.  If, within
six (6) months after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by Act of the Holders of a majority in
principal amount of the Securities of such series then Outstanding delivered to
the Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 811, become the successor Trustee with
respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with
respect to the Securities of any series shall have been so appointed by the
Company or the Holders and accepted appointment in the manner required by
Section 811, any Holder who has been a bona fide Holder of a Security of such
series for at least six (6) months may, on behalf of itself and all others
similarly situated, petition any court of competent jurisdiction for the appointment
of a successor Trustee with respect to the Securities of such series.


 


(f) So long as
no event which is, or after notice or lapse of time, or both, would become, an
Event of Default shall have occurred and be continuing, if the Company shall
have delivered to the Trustee or Trustees with respect to the Securities of one
or more series, (i) an instrument executed by an Authorized Officer of each of
the Company appointing a successor Trustee or Trustees with respect to such
series, effective as of a date specified therein, and (ii) an instrument of
acceptance of such appointment, effective as of such date, by such successor
Trustee or Trustees in accordance with Section 811, the Trustee or Trustees
with respect to such series, shall be deemed to have resigned as contemplated
in subsection (b) of this Section, the successor Trustee or Trustees shall be
deemed to have been appointed by the Company pursuant to subsection (e) of this
Section and such appointment shall be deemed to have been accepted as contemplated
in Section 811, all as of such date, and all other provisions of this Section
and Section 811 shall be applicable to such resignation, appointment and
acceptance except to the extent inconsistent with this subsection (f). This
subsection (f) shall not apply with respect to a Trustee appointed by Act of
the Holders of a majority in principal amount of the Outstanding Securities of
any series pursuant to subsection (e) of this Section.


 


(g) The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series to all Holders
of Securities of such series. Each notice shall 
include the name of the successor Trustee with respect to the Securities
of such series and the address of its corporate trust office.


 


SECTION
811.             Acceptance Of Appointment
By Successor.


 


(a) In case of
the appointment hereunder of a successor Trustee with respect to the


 


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Securities of
all series, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee; but, on the request of the Company
or the successor Trustee, such retiring Trustee shall, upon payment of all sums
owed to it, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder.


 


(b) 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 (i) 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 that or those series to
which the appointment of such successor Trustee relates, (ii) 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 that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee and (iii) 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 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, shall become vested with all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates; but, on request of the
Company or any successor Trustee, such retiring Trustee, upon payment of all
sums owed to it, 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 that or those series to which  the appointment of such successor Trustee
relates.


 


(c) Upon
reasonable request of any such successor Trustee, the Company shall execute
instruments to more fully and certainly vest in and confirm  to such successor Trustee all rights, powers
and trusts referred to in subsection (a) or (b) of this Section, as the case
may be.


 


(d) No
successor Trustee shall accept its appointment unless at the time of such acceptance
such successor Trustee shall be qualified and eligible under this Article.


 


SECTION
812.             Merger, Conversion,
Consolidation Or Succession To Business.


 


Any
corporation or association into which the Trustee may be merged or


 


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


 


SECTION
813.             Preferential Collection
Of Claims Against Company.


 


If the Trustee
shall be or become a creditor of the Company or any other obligor upon the
Securities (other than by reason of a relationship described in Section 311(b)
of the Trust Indenture Act), the Trustee shall be subject to any and all
applicable provisions of the Trust Indenture Act regarding the collection of
claims against the Company or such other obligor. For purposes of Section
311(b) of the Trust Indenture Act


 


(a) the term “cash
transaction” shall have the meaning specified in Rule 11b-4 under the Trust
Indenture Act and


 


(b) the term “self-liquidating
paper” shall have the meaning specified in Rule 11b-6 under the Trust Indenture
Act, in each case as such rule (or any successor rule) shall be in effect at
the applicable time.


 


SECTION
814.             Appointment Of Authenticating
Agent.


 


The Trustee
may appoint an Authenticating Agent or Agents with respect to the Securities of
one or more series, or any Tranche thereof, which shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series or Tranche
issued upon original issuance, exchange, registration of transfer or partial
redemption thereof or pursuant to Section 306, and Securities so authenticated
shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Indenture to the authentication and delivery
of Securities by the Trustee or the Trustee’s certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business under the laws of the United
States of America, any State or Territory thereof or the District of Columbia
or the Commonwealth of Puerto Rico, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
Ten Million Dollars ($10,000,000) and subject to supervision or examination by
Federal or State authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then


 


52





















 


for the
purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.


 


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


 


An
Authenticating Agent may resign at any time by giving written notice thereof to
the Trustee and the Company. The Trustee may at any time terminate the agency
of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like effect as
if originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section.


 


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


 


The provisions
of Sections 308, 804 and 805 shall be applicable to each Authenticating Agent.


 


If an
appointment with respect to the Securities of one or more series, or any
Tranche thereof, shall be made pursuant to this Section, the Securities of such
series or Tranche may have endorsed thereon, in addition to the Trustee’s
certificate of authentication, an alternate certificate of authentication
substantially in the following form:


 


53





















 


This is one of
the Securities of the series described in the within-mentioned Indenture and
authorized by the Officer’s Certificate/indenture supplement thereto/Board
Resolution dated                            .


 


	
   

  	
   

  
	
   

  	
  As Trustee

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  As
  Authenticating Agent

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Authorized
  Officer

  



 


If all of the
Securities of a series may not be originally issued at one time, and if the
Trustee does not have an office capable of authenticating Securities upon
original issuance located in a Place of Payment where the Company wishes to have
Securities of such series authenticated upon original issuance, the Trustee, if
so requested by the Company in writing (which writing need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel), shall
appoint, in accordance with this Section and in accordance with such procedures
as shall be acceptable to the Trustee, an Authenticating Agent having an office
in a Place of Payment designated by the Company with respect to such series of
Securities.


 


ARTICLE NINE


 


Lists Of Holders; Reports By
Trustee And Company.


 


SECTION
901.             Lists Of Holders.


 


Semiannually,
not later than June 30  and December 31
in each year, commencing December 31, 2005 and within thirty (30) days of such
other times as the Trustee may request in writing, the Company shall furnish or
cause to be furnished to the Trustee information as to the names and addresses
of the Holders, and the Trustee shall preserve such information and similar
information received by it in any other capacity and afford to the Holders access
to information so preserved by it, all to such extent, if any, and in such
manner as shall be required by the Trust Indenture Act; provided, however, that
no such list need be furnished so long as the Trustee shall be the Security
Registrar.


 


SECTION 902.             Reports By Trustee And Company.


 


Not later than
July 15 in each year, commencing July 15, 2006, the Trustee shall transmit to
the Holders, the Commission and each securities exchange upon which any
Securities


 


54





















 


are listed, a
report, dated as of the next preceding May 15, with respect to any events and
other matters described in Section 313(a) of the Trust Indenture Act, in such
manner and to the extent required by the Trust Indenture Act. The Trustee shall
transmit to the Holders, the Commission and each securities exchange upon which
any Securities are listed, and the Company shall file with the Trustee (within
thirty (30) days after filing with the Commission in the case of reports which
pursuant to the Trust Indenture Act must be filed with the Commission and
furnished to the Trustee) and transmit to the Holders, such other information,
reports and other documents, if any, at such times and in such manner, as shall
be required by the Trust Indenture Act. The Company shall notify the Trustee of
the listing of any Securities on any securities exchange.


 


ARTICLE TEN


 


Consolidation, Merger, Conveyance
Or Other Transfer


 


SECTION
1001.          Company May Consolidate,
Etc., Only On Certain Terms.


 


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


 


(a) the Person
formed by such consolidation or into which the Company is merged or the Person
which acquires by conveyance or other transfer, or which leases (for a term
extending beyond the last Stated Maturity of the Securities then Outstanding),
all of the properties of the Company, as or substantially as an entirety, shall
be a Person organized and existing under the laws of the United States, any
State or Territory thereof or the District of Columbia or under the laws of
Canada or any Province thereof (such Person being hereinafter sometimes called
the “Successor”) and shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee, in form reasonably satisfactory
to the Trustee, the due and punctual payment of the principal of and premium,
if any, and interest, if any, on all the Securities then Outstanding and the
performance and observance of every other covenant and condition of this
Indenture to be performed or observed by the Company; and


 


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


 


SECTION
1002.          Successor Substituted.


 


Upon any
consolidation or merger or any conveyance or other transfer of all the
properties of the Company, as or substantially as an entirety, in accordance
with Section 1001, the Successor shall succeed to, and be substituted for, and
may exercise every power and right of, the Company under this Indenture with
the same effect as if such Successor had been named as the “Company” herein.
Without limiting the generality of the foregoing, the Successor may execute and
deliver to the Trustee, and thereupon the Trustee shall, subject to the
provisions of


 


55





















 


Article Three,
authenticate and deliver, Securities. All Securities so executed by the
Successor, and authenticated and delivered by the Trustee, shall in all
respects be entitled to the benefits provided by this Indenture equally and
ratably with all Securities executed, authenticated and delivered prior to the
time such consolidation, merger, conveyance or other transfer became effective.
The provisions of this Section shall not apply in the case of a lease of
properties of the Company.


 


SECTION
1003.          Release Of Company Upon
Conveyance Or Other Transfer.


 


In the case of
a conveyance or other transfer to any Person or Persons as contemplated in
Section 1001, upon the satisfaction of all the conditions specified in Section
1001 the Company (such term being used in this Section without giving effect to
such transaction) shall be released and discharged from all obligations and
covenants under this Indenture and on and under all Securities then Outstanding
(unless the Company shall have delivered to the Trustee an instrument in which
it shall waive such release and discharge) and the Trustee, upon receipt of any
Officer’s Certificate and Opinion of Counsel requested pursuant to Section 102,
shall acknowledge in writing that the Company has been so released and
discharged. The provisions of this Section shall not apply in the case of a
lease of properties of the Company.


 


SECTION
1004.          Limitation.


 


Nothing in
this Indenture shall be deemed to prevent or restrict:


 


(a) any
consolidation or merger after the consummation of which the Company would be
the surviving or resulting entity,


 


(b) any
consolidation or merger of any Person all of the outstanding voting securities
of which are owned, directly or indirectly, by the Company with or into any
other of such Persons; or any conveyance or other transfer, or lease, of
properties by any thereof to any other thereof,


 


(c) any conveyance
or other transfer, or lease, of any part of the properties of the Company which
does not constitute the entirety, or substantially the entirety, thereof or


 


(d) the
approval by the Company of, or the consent by the Company to, any consolidation
or merger to which any direct or indirect subsidiary or Affiliate of the
Company, may be a party or any conveyance, transfer or lease by any such
subsidiary or Affiliate of any of its assets.


 


56





















 


ARTICLE ELEVEN


 


Supplemental Indentures


 


SECTION
1101.          Supplemental Indentures
Without Consent Of Holders.


 


Without the
consent of any Holders, the Company and the Trustee upon the request of the
Company, at any time and from time to time, may enter into one or more indentures
supplemental hereto, in form reasonably satisfactory to the Trustee, for any of
the following purposes:


 


(a) to
evidence the succession of another Person to the Company and the assumption by
any such successor of the covenants of the Company herein and in the
Securities, all as provided in Article Ten; or


 


(b) to add one
or more covenants of the Company or other provisions for the benefit of all
Holders or for the benefit of the Holders of, or to remain in effect only so
long as there shall be Outstanding Securities of one or more specified series,
or one or more specified Tranches thereof or to surrender any right or power
herein conferred upon the Company; or


 


(c) to change
or eliminate any provision of this Indenture or to add any new provision to
this Indenture; provided, however, that if such change, elimination or addition
shall adversely affect the interests of the Holders of Outstanding Securities
of any series or Tranche in any material respect, such change, elimination or
addition shall become effective with respect to such series or Tranche only in
accordance with the provisions of Section 1102 or when no Security of such
series or Tranche remains Outstanding; or


 


(d) to provide
collateral security for the Securities or any series thereof; or


 


(e) to
establish the form or terms of Securities of any series or Tranche as
contemplated by Sections 201 and 301; or


 


(f) to provide
for the authentication and delivery of bearer securities and coupons
appertaining thereto representing interest, if any, thereon and for the
procedures for the registration, exchange and replacement thereof and for the
giving of notice to, and the solicitation of the vote or consent of, the
Holders thereof, and for any and all other matters incidental thereto; or


 


(g) to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to 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, pursuant to the requirements of
Section 811(b); or


 


(h) to provide
for the procedures required to permit the Company to utilize, at its option, a
non certificated system of registration for all, or any series or Tranche of,
the Securities; or


 


(i) to change
any place or places where (1) the principal of and premium, if any, and
interest, if any, on all or any series of Securities, or any Tranche thereof,
shall be payable, (2) all or any series of Securities, or any Tranche thereof,
may be surrendered for registration of transfer, (3) all or any series of
Securities, or any Tranche thereof, may be surrendered for exchange and (4)
notices and demands to or upon the Company in respect of all or any series of


 


57





















 


Securities, or
any Tranche thereof, and this Indenture may be served; or


 


(j) to cure
any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein; or to add other
provisions with respect to matters or questions arising under this Indenture or
to make any other changes to the provisions hereof, provided that such
additions or other changes shall not adversely affect the interests of the
Holders of Securities of any series or Tranche in any material respect.


 


Without
limiting the generality of the foregoing, if the Trust Indenture Act as in
effect at the date of the execution and delivery of this Indenture or at any
time thereafter shall be amended and


 


(x) if any
such amendment shall require one or more changes to any provisions hereof or
the inclusion herein of any additional provisions, or shall by operation of law
be deemed to effect such changes or incorporate such provisions by reference or
otherwise, this Indenture shall be deemed to have been amended so as to conform
to such amendment to the Trust Indenture Act, and the Company and the Trustee
may, without the consent of any Holders, enter into an indenture supplemental
hereto to evidence such amendment hereof; or


 


(y) if any
such amendment shall permit one or more changes to, or the elimination of, any
provisions hereof which, at the date of the execution and delivery hereof or at
any time thereafter, are required by the Trust 
Indenture Act to be contained herein or are contained herein to reflect
any provisions of the Trust Indenture Act as in effect at such date, this
Indenture shall be deemed to have been amended to effect such changes or
elimination, and the Company and the Trustee may, without the consent of any
Holders, enter into an indenture supplemental hereto to evidence such
amendment.


 


SECTION
1102.          Supplemental Indentures
With Consent Of Holders.


 


Subject to the
provisions of Section 1101, with the consent of the Holders of a majority in
aggregate principal amount of the Securities of all series then Outstanding
under this Indenture, considered as one class, by Act of said Holders delivered
to the Company and the Trustee, the Company, and the Trustee, upon the written
request of the Company, may enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to, or changing in any manner
or eliminating any of the provisions of, this Indenture; provided, however,
that if there shall be Securities of more than one series Outstanding hereunder
and if a proposed supplemental indenture shall directly affect the rights of
the Holders of Securities of one or more, but less than all, of such series,
then the consent only of the Holders of a majority in aggregate principal
amount of the Outstanding Securities of all series so directly affected,
considered as one class, shall be required; and provided, further, that if the
Securities of any series shall have been issued in more than one Tranche and if
the proposed supplemental indenture shall directly affect the rights of the
Holders of Securities of one or more, but less than all, of such Tranches, then
the consent only of the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all Tranches so directly affected, considered as one
class, shall be required; and provided, further, that no such supplemental
indenture shall


 


58





















 


(a) change the
Stated Maturity of the principal of, or any installment of principal of or
interest on, any Security (other than pursuant to the terms thereof), or reduce
the principal amount thereof or the rate of interest thereon (or the amount of
any installment of interest thereon) or change the method of calculating such
rate or reduce any premium payable thereon or reduce the amount of the
principal of any Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 702, or
change the coin or currency (or other property), in which any Security or the
premium, if any, or the interest, if any, thereon is payable, or impair the
right to institute suit for the enforcement of any such payment on or after the
Maturity of any Security, without, in any such case, the consent of the Holder
of such Security; or


 


(b) reduce the
percentage in principal amount of the Outstanding Securities of any series, or
any Tranche thereof, the consent of the Holders of which is required for any
such supplemental indenture, or the consent of the Holders of which is required
for any waiver of compliance with any provision of this Indenture or of any
default hereunder and its consequences, or reduce the requirements of Section
1204 for quorum or voting, without, in any such case, the consent of the Holder
of each Outstanding Security of such series or Tranche; or


 


(c) modify any
of the provisions of this Section, Section 506 or Section 713 with respect to
the Securities of any series or any Tranche thereof (except to increase the
percentages in principal amount referred to in this Section or such other
Sections or to provide that other provisions of this Indenture cannot be
modified or waived without, in any such case, the consent of the Holder of each
Outstanding Security of such series or Tranche); provided, however, that this
clause shall not be deemed to require the consent of any Holder with respect to
changes in the references to “the Trustee” and concomitant changes in this
Section, or the deletion of this proviso, in accordance with the requirements
of Sections 811(b) and 1101(g).


 


A supplemental
indenture which (x) changes or eliminates any covenant or other provision of
this Indenture which has expressly been included solely for the benefit of the
Holders of, or which is to remain in effect only so long as there shall be
Outstanding, Securities of one or more specified series, or one or more
Tranches thereof, or (y) modifies the rights of the Holders of Securities of
such series or Tranches with respect to such covenant or other provision, shall
be deemed not to affect the rights under this Indenture of the Holders of
Securities of any other series or Tranche.


 


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


 


Anything in
this Indenture to the contrary notwithstanding, if the Officer’s Certificate,
supplemental indenture or Board Resolution, as the case may be, establishing
the Securities of any series or Tranche shall so provide, (a) the Holders of
such Securities shall be deemed to have consented to a supplemental indenture
containing the additions, changes or eliminations to or from the Indenture
which shall be specified in such Officer’s Certificate, supplemental indenture
or Board Resolution establishing such series or Tranche, (b) no Act of such
Holders shall be required to evidence such consent and (c) such consent may be
counted in


 


59





















 


the
determination of whether or not the Holders of the requisite principal amount
of Securities shall have consented to such supplemental indenture.


 


SECTION
1103.          Execution Of Supplemental
Indentures.


 


In executing,
or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by
this Indenture, the Trustee shall be entitled to receive, and (subject to
Section 801) shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee’s own
rights, duties, immunities or liabilities under this Indenture or otherwise.


 


SECTION
1104.          Effect Of Supplemental
Indentures.


 


Upon the
execution and delivery of any supplemental indenture under this Article this Indenture
shall be modified in accordance therewith, and such supplemental indenture
shall form a part of this Indenture for all purposes; and every Holder of
Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby. Any supplemental indenture permitted by this Article
may restate this Indenture in its entirety, and, upon the execution and
delivery thereof, any such restatement shall supersede this Indenture as
theretofore in effect for all purposes.


 


SECTION
1105.          Conformity With Trust
Indenture Act.


 


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


 


SECTION
1106.          Reference In Securities To
Supplemental Indentures.


 


Securities of
any series, or any Tranche thereof, authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series, or any Tranche thereof, so modified
as to conform, in the opinion of the Trustee and the Company, to any such
supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series or Tranche.


 


SECTION
1107.          Modification Without
Supplemental Indenture.


 


To the extent,
if any, that the terms of any particular series of Securities shall have been
established in or pursuant to an Officer’s Certificate or a Board Resolution as
contemplated by Section 301, and not in an indenture supplemental hereto,
additions to, changes in or the elimination of any of such terms may be
effected by means of a supplemental Officer’s Certificate or a supplemental
Board Resolution, as the case may be, delivered to, and accepted by, the
Trustee; provided, however, that such supplemental Officer’s Certificate or
supplemental


 


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Board
Resolution shall not be accepted by the Trustee or otherwise be effective
unless all conditions set forth in this Indenture which would be required to be
satisfied if such additions, changes or elimination were contained in a
supplemental indenture shall have been appropriately satisfied. Upon the
acceptance thereof by the Trustee, any such supplemental Officer’s Certificate
or supplemental Board Resolution shall be deemed to be a “supplemental
indenture” for purposes of Section 1104 and 1106.


 


ARTICLE TWELVE


 


Meetings Of Holders; Action
Without Meeting


 


SECTION
1201.          Purposes For Which Meetings
May Be Called.


 


A meeting of
Holders of Securities of one or more, or all, series, or any Tranche or
Tranches thereof, may be called at any time and from time to time pursuant to
this Article to make, give or take any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture
to be made, given or taken by Holders of Securities of such series or Tranches.


 


SECTION
1202.          Call, Notice And Place Of
Meetings.


 


(a) The
Trustee may at any time call a meeting of Holders of Securities of one or more,
or all, series, or any Tranche or Tranches thereof, for any purpose specified
in Section 1201, to be held at such time and (except as provided in subsection
(b) of this Section) at such place in the Borough of Manhattan, The City of New
York, or the City of Pittsburgh as the Trustee shall determine, or, with the
approval of the Company, at any other place. Notice of every such meeting,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be given, in the manner
provided in Section 106, not less than twenty-one (21) nor more than one
hundred eighty (180) days prior to the date fixed for the meeting.


 


(b) The
Trustee may be asked to call a meeting of the Holders of Securities of one or
more, or all, series, or any Tranche or Tranches thereof, by the Company or by
the Holders of thirty-three percentum (33%) in aggregate principal amount of
all of such series and Tranches, considered as one class, for any purpose
specified in Section 1201, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting. If the Trustee shall
have been asked by the Company to call such a meeting, the Company shall
determine the time and place for such meeting and may call such meeting by
giving notice thereof in the manner provided in subsection (a) of this Section,
or shall direct the Trustee, in the name and at the expense of the Company to
give such notice. If the Trustee shall have been asked to call such a meeting
by Holders in accordance with this subsection (b), and the Trustee shall not
have given the notice of such meeting within twenty-one (21) days after receipt
of such request or shall not thereafter proceed to cause the meeting to be held
as provided herein, then the Company or the Holders of Securities of such
series and Tranches, in the principal amount above specified may determine the
time and the place in the Borough of Manhattan, The City of New York, or in
such


 


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other place as
shall be determined or approved by the Company for such meeting and may call
such meeting for such purposes by giving notice thereof as provided in
subsection (a) of this Section.


 


(c) Any
meeting of Holders of Securities of one or more, or all, series, or any Tranche
or Tranches thereof, shall be valid without notice if the Holders of all
Outstanding Securities of such series or Tranches are present in person or by
proxy and if representatives of the Company and the Trustee are present, or if
notice is waived in writing before or after the meeting by the Holders of all
Outstanding Securities of such series, or any Tranche or Tranches thereof, or
by such of them as are not present at the meeting in person or by proxy, and by
the Company and the Trustee.


 


SECTION
1203.          Persons Entitled To Vote At
Meetings.


 


To be entitled
to vote at any meeting of Holders of Securities of one or more, or all, series,
or any Tranche or Tranches thereof, a Person shall be (a) a Holder of one or
more Outstanding Securities of such series or Tranches, or (b) a Person
appointed by an instrument in writing as proxy for a Holder or Holders of one
or more Outstanding Securities of such series or Tranches by such Holder or
Holders. The only Persons who shall be entitled to attend any meeting of
Holders of Securities of any series or Tranche shall be the Persons entitled to
vote at such meeting and their counsel, any representatives of the Trustee and
its counsel and any representatives of the Company and its counsel.


 


SECTION
1204.          Quorum; Action.


 


The Persons
entitled to vote a majority in aggregate principal amount of the Outstanding
Securities of the series and Tranches with respect to which a meeting shall
have been called as hereinbefore provided, considered as one class, shall
constitute a quorum for a meeting of Holders of Securities of such series and Tranches;
provided, however, that if any action is to be taken at such meeting which this
Indenture expressly provides may be taken by the Holders of a specified
percentage, which is less than a majority, in principal amount of the
Outstanding Securities of such series and Tranches, considered as one class,
the Persons entitled to vote such specified percentage in principal amount of
the Outstanding Securities of such series and Tranches, considered as one
class, shall constitute a quorum. In the absence of a quorum within one hour of
the time appointed for any such meeting, the meeting shall, if convened at the
request of Holders of Securities of such series and Tranches, be dissolved. In
any other case the meeting may be adjourned for such period as may be
determined by the chairman of the meeting prior to the adjournment of such
meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for such period as may be determined
by the chairman of the meeting prior to the adjournment of such adjourned
meeting. Except as provided by Section 1205(e), notice of the reconvening of
any meeting adjourned for more than thirty (30) days shall be given as provided
in Section 106 not less than ten (10) days prior to the date on which the
meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly the percentage, as provided above, of
the principal amount of the Outstanding Securities of such series and Tranches
which shall constitute a quorum.


 


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Except as
limited by Section 1102, any resolution presented to a meeting or adjourned
meeting duly reconvened at which a quorum is present as aforesaid may be
adopted only by the affirmative vote of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of the series and Tranches with
respect to which such meeting shall have been called, considered as one class;
provided, however, that, except as so limited, any resolution with respect to
any action which this Indenture expressly provides may be taken by the Holders
of a specified percentage, which is less than a majority, in principal amount
of the Outstanding Securities of such series and Tranches, considered as one
class, may be adopted at a meeting or an adjourned meeting duly reconvened and
at which a quorum is present as aforesaid by the affirmative vote of the
Holders of such specified percentage in principal amount of the Outstanding
Securities of such series and Tranches, considered as one class.


 


Any resolution
passed or decision taken at any meeting of Holders of Securities duly held in
accordance with this Section shall be binding on all the Holders of Securities
of the series and Tranches with respect to which such meeting shall have been
held, whether or not present or represented at the meeting.


 


SECTION
1205.          Attendance At Meetings;
Determination Of Voting Rights; Conduct And Adjournment Of Meetings.


 


(a) Attendance
at meetings of Holders of Securities may be in person or by proxy; and, to the
extent permitted by law, any such proxy shall remain in effect and be binding
upon any future Holder of the Securities with respect to which it was given
unless and until specifically revoked by the Holder or future Holder (except as
provided in Section 104(g)) of such Securities before being voted.


 


(b)
Notwithstanding any other provisions of this Indenture, the Trustee may make
such reasonable regulations as it may deem advisable for any meeting of Holders
of Securities in regard to proof of the holding of such 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 deem appropriate. Except as otherwise
permitted or required by any such regulations and approved by the Company, the
holding of Securities shall be proved in the manner specified in Section 104
and the appointment of any proxy shall be proved in the manner specified in
Section 104. Such regulations may provide that written instruments appointing
proxies, regular on their face, may be presumed valid and genuine without the
proof specified in Section 104 or other proof.


 


(c) The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders
as provided in Section 1202(b), in which case the Company or the Holders of
Securities of the series and Tranches calling the meeting, as the case may be,
shall in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by vote of the Persons
entitled to vote a majority in aggregate principal amount of the Outstanding
Securities of all series and Tranches represented at the meeting, considered as
one class.


 


63





















 


(d) At any
meeting each Holder or proxy shall be entitled to one vote for each One
Thousand Dollars ($1,000) principal amount of Outstanding Securities held or
represented by such Holder; provided, however, that no vote shall be cast or
counted at any meeting in respect of any Security challenged as not Outstanding
and ruled by the chairman of the meeting to be not Outstanding. The chairman of
the meeting shall have no right to vote, except as a Holder of a Security or
proxy.


 


(e) Any
meeting duly called pursuant to Section 1202 at which a quorum is present may
be adjourned from time to time by Persons entitled to vote a majority in
aggregate principal amount of the Outstanding Securities of all series and
Tranches represented at the meeting, considered as one class; and the meeting
may be held as so adjourned without further notice.


 


SECTION
1206.          Counting Votes And
Recording Action Of Meetings.


 


The vote upon
any resolution submitted to any meeting of Holders shall be by written ballots
on which shall be subscribed the signatures of the Holders or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities, of the series and Tranches with respect to which the
meeting shall have been called, held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports of
all votes cast at the meeting. A record in duplicate of the proceedings of each
meeting of Holders shall be prepared by the secretary of the meeting and there
shall be attached to such 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 such notice was given as provided in Section 1202 and, if
applicable, Section 1204. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.


 


SECTION
1207.          Action Without Meeting.


 


In lieu of a
vote of Holders at a meeting as hereinbefore contemplated in this Article, any
request, demand, authorization, direction, notice, consent, waiver or other
action may be made, given or taken by Holders by written instruments as
provided in Section 104.


 


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ARTICLE THIRTEEN


 


Immunity Of Incorporators,
Stockholders, Officers And Directors


 


SECTION
1301.          Liability Solely Corporate.


 


No recourse
shall be had for the payment of the principal of or premium, if any, or
interest, if any, on any Securities or any part thereof, or for any claim based
thereon or otherwise in respect thereof, or of the indebtedness represented
thereby, or upon any obligation, covenant or agreement under this Indenture,
against any incorporator, stockholder, officer or director, as such, past,
present or future of the Company or of any predecessor or successor corporation
of either of them (either directly or through the Company or a predecessor or
successor corporation of either of them), whether by virtue of any
constitutional provision, statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise; it being expressly agreed and understood that this
Indenture and all the Securities are solely corporate obligations, and that no
personal liability whatsoever shall attach to, or be incurred by, any
incorporator, stockholder, officer or director, past, present or future, of the
Company or of any predecessor or successor corporation, either directly or
indirectly through the Company or any predecessor or successor corporation of
either of them, because of the indebtedness hereby authorized or under or by
reason of any of the obligations, covenants or agreements contained in this
Indenture or in any of the Securities or to be implied herefrom or therefrom;
and such personal liability, if any, is hereby expressly waived and released as
a condition of, and as part of the consideration for, the execution and
delivery of this Indenture and the issuance and delivery of the Securities.


 


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IN WITNESS
WHEREOF, the parties hereto have caused this Indenture to be duly executed as
of the day and year first above written.


 


	
   

  	
  Duquesne
  Light Holdings, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  J.P. Morgan
  Trust Company,

  National Association, Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
					



 


66





















 


EXHIBIT


 




 





 


Duquesne Light Holdings, Inc.


 










 


OFFICER’S CERTIFICATE


 


(Under Section 301 of the Indenture,


dated as of         
,         )


 


 


Establishing Series of Securities Designated


 










 


 


             ,
         


 




 





 





















 


Duquesne Light Holdings, Inc.


 


OFFICER’S CERTIFICATE


 


(Under Section 301 of the Indenture,


dated as of       
,      )


 


I,            ,
the              of
Duquesne Light Holdings, Inc. (the “Company”), in accordance with Section 301
of the Indenture, dated as of                (the
“Indenture”, capitalized terms used herein and not defined herein having the
meanings specified in the Indenture), of the Company to J.P. Morgan Trust
Company, National Association, trustee (the “Trustee”), do hereby establish a
series of Securities having the terms and characteristics set forth in this
Officer’s Certificate.


 


PART I


 


Set forth
below in this Part I are the terms and characteristics of the series of
Securities established hereby referred to in clauses (a) through (t) in the
second paragraph of Section 301 of the Indenture (the lettered clauses set
forth herein corresponding to such clauses in said Section 301).


 


(a) the title
of the Securities of such series, being Series No.      
under the Indenture, shall be “                      ”
(the Securities of such series, for purposes of this Officer’s Certificate,
being sometimes hereinafter called the “Bonds”);


 


(b) the
aggregate principal amount of Bonds which may be authenticated and delivered
under the Indenture shall not be limited;


 


(c) interest
on the Bonds shall be payable to the Person or Persons in whose names the Bonds
are registered at the close of business on the Regular Record Date for such
interest, except as otherwise expressly provided in the forms of Bond attached
hereto and hereby authorized and approved;


 


(d) the
principal of the Bonds shall be payable on                                   ;


 


(e) the Bonds
shall bear interest at the rate of                    
percent (      %) per annum; interest on the
Bonds shall accrue from                        
or the most recent date to which interest has been paid or duly provided for;
interest on any Bonds shall be payable on                 
and                
of each year (each an “Interest Payment Date”), commencing                    ;
and the Regular Record Date with respect to each Interest Payment Date shall be
the close of business on the          
or             , as
the case may be, immediately preceding such Interest Payment Date whether or not
such day is a business day.


 


(f) the
corporate trust office of                                     shall
be the place at which (i) the principal of, premium, if any, and interest, if
any, on the Bonds at Maturity shall be payable upon presentment, interest prior
to Maturity to be paid as specified in the forms of Bond attached


 


2





















 


hereto, (ii)
registration of transfer of the Bonds may be effected, (iii) exchanges of Bonds
may be effected and (iv) notices and demands to or upon the Company in respect
of the Bonds and the Indenture may be served; and                    ,
shall be the Security Registrar and a Paying Agent for the Bonds; provided,
however, that the Company reserves the right to change, by one or more Officer’s
Certificates supplemental to this Officer’s Certificate, any such place or the
Security Registrar or such Paying Agent; and provided, further, that the
Company reserves the right to designate, by one or more Officer’s Certificates
supplemental to this Officer’s Certificate, its principal corporate office in
Pittsburgh, Pennsylvania as any such place or itself as the Security Registrar;


 


(g) The Bonds
shall have such redemption provisions as are determined at the time of
issuance;


 


(h) inapplicable;


 


(i) the Bonds
shall be issued in denominations of $            
and any integral multiple thereof;


 


(j)
inapplicable;


 


(k)
inapplicable;


 


(l)
inapplicable;


 


(m)
inapplicable;


 


(n)
inapplicable;


 


(o)
inapplicable;


 


(p)
inapplicable;


 


(q) the Bonds
are initially to be issued in global form, registered in the name of Cede &
Co., as nominee for The Depository Trust Company (the “Depositary”). Such Bonds
shall not be transferable or exchangeable, nor shall any purported transfer be
registered, except as follows:


 


(i) such Bonds
may be transferred in whole, and appropriate registration of transfer effected,
if such transfer is by such nominee to the Depositary, or by the Depositary to
another nominee thereof, or by any nominee of the Depositary to any other
nominee thereof, or by the Depositary or any nominee thereof to any successor
securities depositary or any nominee thereof; and


 


(ii) such
Bonds may be exchanged for definitive Bonds registered in the respective names
of the beneficial holders thereof, and thereafter shall be transferable without
restriction, if:


 


(A) The
Depositary, or any successor securities depositary,


 


3





















 


shall have notified the Company and the Trustee that it is unwilling or
unable to continue to act as securities depositary with respect to such Bonds
and the Trustee shall not have been notified by the Company within ninety (90)
days of the identity of a successor securities depositary with respect to such
Bonds; or


 


(B) the Company
shall have delivered to the Trustee a Company Order to the effect that such
Bonds shall be so exchangeable on and after a date specified therein;


 


it being
understood that any such registration of transfer or exchange shall be effected
in accordance with Section 305 of the Indenture;


 


(r)
inapplicable;


 


(s) no service
charge shall be made for the registration of transfer or exchange of the Bonds;
provided, however, that the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection with such
transfer or exchange;


 


(t) Section
113 of the Indenture shall apply to the Bonds; and


 


(u) Section
507 [shall/shall not] apply to the Bonds.


 


PART II


 


Set forth
below in this Part II are additional terms of the Bonds, as contemplated by
clause (v) of the second paragraph of Section 301 of the Indenture.


 


(a) the Bonds
shall have such further terms as are set forth in the form of bond attached
hereto as Exhibit A;


 


[any additional terms of the securities will
be added where appropriate]


 


IN WITNESS
WHEREOF, I have executed this Officer’s Certificate this    th
day of         , 20     .


 


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  Name:

  
	
   

  	
  Title:

  



 


5