exh4-1_032709.htm


    
      	
              EXECUTION
      COPY

               

            


    

    Exhibit
4.1

     

    


     

    


     

    *This
Instrument Grants a Security Interest by a Utility

     

    


     

    


     

    


     

    TEXAS-NEW
MEXICO POWER COMPANY

     

    TO

     

     

    THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

     

     

    as
Trustee

     

    


    


    First
Mortgage Indenture

     

    Dated
as of March 23, 2009

     

    


     

    


     

    


     

    


     

    *This
Instrument Contains After-Acquired Property Provisions

     

    


     

    


     


    
      
        
           

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

     

     

     

     

    
      	 	 Recital
      of the Company	 1
	 	 Granting
      Clauses	 1
	 	 	 
	
               
      

            	
              ARTICLE I
      DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

            	 6


    

     

    
      	
               
      

            	
              SECTION 1.01
      General Definitions.

            	 6


    

    
      	
               
      

            	
              SECTION 1.02
      Funded Property; Funded Cash.

            	 20


    

    
      	
               
      

            	
              SECTION 1.03
      Property Additions; Cost.

            	 22


    

    
      	
               
      

            	
              SECTION 1.04
      Net Earnings Certificate; Adjusted Net Earnings; Annual Interest
      Requirements.

            	 24


    

    
      	
               
      

            	
              SECTION 1.05
      Compliance Certificates and Opinions.

            	 26


    

    
      	
               
      

            	
              SECTION 1.06
      Content and Form of Documents Delivered to Trustee.

            	 27


    

    
      	
               
      

            	
              SECTION 1.07
      Acts of Holders.

            	 29


    

    
      	
               
      

            	
              SECTION 1.08
      Notices, Etc. to Trustee and Company.

            	 30


    

    
      	
               
      

            	
              SECTION 1.09
      Notice to Holders of Securities; Waiver.

            	 32


    

    
      	
               
      

            	
              SECTION 1.10
      Trust Indenture Act; Conflict with Trust Indenture Act.

            	 32


    

    
      	
               
      

            	
              SECTION 1.11
      Effect of Headings and Table of Contents.

            	 32


    

    
      	
               
      

            	
              SECTION 1.12
      Successors and Assigns.

            	 32


    

    
      	
               
      

            	
              SECTION 1.13
      Separability Clause.

            	 33


    

    
      	
               
      

            	
              SECTION 1.14
      Benefits of Indenture.

            	 33


    

    
      	
               
      

            	
              SECTION 1.15
      Governing Law; Waiver of Trial by Jury.

            	 33


    

    
      	
               
      

            	
              SECTION 1.16
      Legal Holidays.

            	 33


    

    
      	
               
      

            	
              SECTION 1.17
      Investment of Cash Held by Trustee.

            	 33


    

    
      	
               
      

            	
              SECTION 1.18
      Utility and Transmitting Utility.

            	 33


    

    


     

     

    
      	
               
      

            	
              ARTICLE II
      SECURITY FORMS

            	 34


    

     

    
      	
               
      

            	
              SECTION 2.01
      Forms Generally.

            	 34    


    

    
      	
               
      

            	
              SECTION 2.02
      Form of Trustee’s Certificate of Authentication.

            	 35


    

     

    
      	
               
      

            	
              ARTICLE III
      THE SECURITIES

            	 35


    

     

    
      	
               
      

            	
              SECTION 3.01
      Amount Unlimited; Issuable in Series.

            	 35


    

    
      	
               
      

            	
              SECTION 3.02
      Denominations.

            	 39


    

    
      	
               
      

            	
              SECTION 3.03
      Execution, Dating, Certificate of Authentication.

            	 39


    

    
      	
               
      

            	
              SECTION 3.04
      Temporary Securities.

            	 40


    

    
      	
               
      

            	
              SECTION 3.05
      Registration, Registration of Transfer and Exchange.

            	 40


    

    
      	
               
      

            	
              SECTION 3.06
      Mutilated, Destroyed, Lost and Stolen Securities.

            	 41


    

    
      	
               
      

            	
              SECTION 3.07
      Payment of Interest; Interest Rights Preserved.

            	 42


    

    
      	
               
      

            	
              SECTION 3.08
      Persons Deemed Owners.

            	 43


    

    
      	
               
      

            	
              SECTION 3.09
      Cancellation by Trustee.

            	 45


    

    
      	
               
      

            	
              SECTION 3.10
      Computation of Interest; Usury Not Intended.

            	 45


    

    
      	
               
      

            	
              SECTION 3.11
      Payment to Be in Proper Currency.

            	 46


    

    
      	
               
      

            	
              SECTION 3.12
      CUSIP Numbers.

            	 46


    

    
      	
               
      

            	
              SECTION 3.13
      Naming Series of Securities.

            	 46


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              ARTICLE IV
      ISSUANCE OF SECURITIES

            	 46


    

     

    
      	
               
      

            	
              SECTION
      4.01
      General.

            	 46


    

    
      	
               
      

            	
              SECTION 4.02
      Issuance of Securities on the Basis of Property Additions.

            	 49


    

    
      	
               
      

            	
              SECTION 4.03
      Issuance of Securities on the Basis of Retired Securities.

            	 51


    

    
      	
               
      

            	
              SECTION 4.04
      Issuance of Securities on the Basis of Deposit of Cash.

            	 52


    

     

    
      	
               
      

            	
              ARTICLE V
      REDEMPTION OF SECURITIES

            	 53


    

     

    
      	
               
      

            	
              SECTION 5.01
      Applicability of Article.

            	 53


    

    
      	
               
      

            	
              SECTION 5.02
      Election to Redeem; Notice to Trustee.

            	 53


    

    
      	
               
      

            	
              SECTION 5.03
      Selection of Securities to Be Redeemed.

            	 53


    

    
      	
               
      

            	
              SECTION 5.04
      Notice of Redemption; Deposit.

            	 54


    

    
      	
               
      

            	
              SECTION 5.05
      Securities Payable on Redemption Date.

            	 55


    

    
      	
               
      

            	
              SECTION 5.06
      Securities Redeemed in Part.

            	 56


    

     

    
      	
               
      

            	
              ARTICLE VI
      COVENANTS

            	 56


    

     

    
      	
               
      

            	
              SECTION 6.01
      Payment of Securities; Lawful Possession; Maintenance of
    Lien.

            	 56


    

    
      	
               
      

            	
              SECTION 6.02
      Maintenance of Office or Agency.

            	 56


    

    
      	
               
      

            	
              SECTION 6.03
      Money for Securities Payments to Be Held in Trust.

            	 57


    

    
      	
               
      

            	
              SECTION 6.04
      Corporate Existence.

            	 58


    

    
      	
               
      

            	
              SECTION 6.05
      Maintenance of Properties.

            	 58


    

    
      	
               
      

            	
              SECTION 6.06
      Payment of Taxes; Discharge of Liens.

            	 59


    

    
      	
               
      

            	
              SECTION 6.07
      Insurance.

            	 59


    

    
      	
               
      

            	
              SECTION 6.08
      Recording, Filing, Etc.

            	 63


    

    
      	
               
      

            	
              SECTION 6.09
      Waiver of Certain Covenants.

            	 64


    

    
      	
               
      

            	
              SECTION 6.10
      Annual Officer’s Certificate as to Compliance; Certificates of No
      Default.

            	 64


    

     

    
      	
               
      

            	
              ARTICLE VII
      [INTENTIONALLY OMITTED]

            	 65


    

     

     

    
      	
               
      

            	
              ARTICLE VIII
      POSSESSION, USE AND RELEASE OF MORTGAGED PROPERTY

            	 65


    

     

    
      	
               
      

            	
              SECTION 8.01
      Quiet Enjoyment.

            	 65


    

    
      	
               
      

            	
              SECTION 8.02
      Dispositions Without Release.

            	 65


    

    
      	
               
      

            	
              SECTION 8.03
      Release of Funded Property.

            	 66


    

    
      	
               
      

            	
              SECTION 8.04
      Release of Property Not Constituting Funded Property.

            	 71


    

    
      	
               
      

            	
              SECTION 8.05
      Release of Minor Properties.

            	 72


    

    
      	
               
      

            	
              SECTION 8.06
      Withdrawal or Other Application of Funded Cash; Purchase Money
      Obligations.

            	 72


    

    
      	
               
      

            	
              SECTION 8.07
      Release of Property Taken by Eminent Domain, Etc.

            	 75


    

    
      	
               
      

            	
              SECTION 8.08
      Disclaimer or Quitclaim.

            	 76


    

    
      	
               
      

            	
              SECTION 8.09
      Miscellaneous.

            	 76


    

     

    
      	
               
      

            	
              ARTICLE IX
      SATISFACTION AND DISCHARGE

            	 77


    

     

    
      	
               
      

            	
              SECTION 9.01
      Satisfaction and Discharge of Securities.

            	 77


    

    
      	
               
      

            	
              SECTION 9.02
      Satisfaction and Discharge of Indenture.

            	 80


    

    
      	
               
      

            	
              SECTION 9.03
      Application of Trust Money.

            	 80


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              ARTICLE X
      EVENTS OF DEFAULT; REMEDIES

            	 81


    

     

    
      	
               
      

            	
              SECTION 10.01
      Events of Default.

            	 81


    

    
      	
               
      

            	
              SECTION 10.02
      Acceleration of Maturity; Rescission and Annulment.

            	 82


    

    
      	
               
      

            	
              SECTION 10.03
      Entry upon Mortgaged Property.

            	 83


    

    
      	
               
      

            	
              SECTION 10.04
      Power of Sale; Suits for Enforcement. 

            	 83


    

    
      	
               
      

            	
              SECTION 10.05
      Incidents of Sale. 

            	 86


    

    
      	
               
      

            	
              SECTION 10.06
      Collection of Indebtedness and Suits for Enforcement by Trustee.
      

            	 87


    

    
      	
               
      

            	
              SECTION 10.07
      Application of Money Collected. 

            	 87


    

    
      	
               
      

            	
              SECTION
      10.08
      Receiver. 

            	 88


    

    
      	
               
      

            	
              SECTION 10.09
      Trustee May File Proofs of Claim.

            	 88


    

    
      	
               
      

            	
              SECTION 10.10
      Trustee May Enforce Claims Without Possession of
    Securities.

            	 89


    

    
      	
               
      

            	
              SECTION 10.11
      Limitation on Suits.

            	 89


    

    
      	
               
      

            	
              SECTION 10.12
      Unconditional Right of Holders to Receive Principal, Premium and
      Interest.

            	 90


    

    
      	
               
      

            	
              SECTION 10.13
      Restoration of Rights and Remedies.

            	 90


    

    
      	
               
      

            	
              SECTION 10.14
      Rights and Remedies Cumulative.

            	 90


    

    
      	
               
      

            	
              SECTION 10.15
      Delay or Omission Not Waiver.

            	 91


    

    
      	
               
      

            	
              SECTION 10.16
      Control by Holders of Securities.

            	 91


    

    
      	
               
      

            	
              SECTION 10.17
      Waiver of Past Defaults.

            	 91


    

    
      	
               
      

            	
              SECTION 10.18
      Undertaking for Costs.

            	 92


    

    
      	
               
      

            	
              SECTION 10.19
      Waiver of Appraisement and Other Laws.

            	 92


    

     

    
      	
               
      

            	
              ARTICLE XI
      THE TRUSTEE

            	 92


    

     

    
      	
               
      

            	
              SECTION 11.01
      Certain Duties and Responsibilities.

            	 92


    

    
      	
               
      

            	
              SECTION 11.02
      Notice of Defaults.

            	 94


    

    
      	
               
      

            	
              SECTION 11.03
      Certain Rights of Trustee.

            	 94


    

    
      	
               
      

            	
              SECTION 11.04
      Not Responsible for Recitals or Issuance of Securities or Application of
      Proceeds and Limitation on Duty of Trustee with 

                                          
      respect to Mortgaged Property.

            	 96


    

    
      	
               
      

            	
              SECTION 11.05
      May Hold Securities.

            	 96


    

    
      	
               
      

            	
              SECTION 11.06
      Money Held in Trust.

            	 97


    

    
      	
               
      

            	
              SECTION 11.07
      Compensation and Reimbursement.

            	 97


    

    
      	
               
      

            	
              SECTION 11.08
      Disqualification; Conflicting Interests.

            	 98


    

    
      	
               
      

            	
              SECTION 11.09
      Corporate Trustee Required; Eligibility.

            	 98


    

    
      	
               
      

            	
              SECTION 11.10
      Resignation and Removal; Appointment of Successor.

            	 99


    

    
      	
               
      

            	
              SECTION 11.11
      Acceptance of Appointment by Successor.

            	 100


    

    
      	
               
      

            	
              SECTION 11.12
      Merger, Conversion, Consolidation or Succession to
    Business.

            	 101


    

    
      	
               
      

            	
              SECTION 11.13
      Preferential Collection of Claims Against Company.

            	 101


    

    
      	
               
      

            	
              SECTION 11.14
      Co-trustees and Separate Trustees.

            	 102


    

    
      	
               
      

            	
              SECTION 11.15
      Appointment of Authenticating Agent.

            	 103


    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              ARTICLE XII
      LISTS OF HOLDERS; REPORTS BY TRUSTEE AND COMPANY

            	 105


    

     

    
      	
               
      

            	
              SECTION 12.01
      Lists of Holders.

            	 105


    

    
      	
               
      

            	
              SECTION 12.02
      Preservation of Information; Communications to Holders.

            	 105


    

    
      	
               
      

            	
              SECTION 12.03
      Reports by Trustee.

            	 106


    

    
      	
               
      

            	
              SECTION 12.04
      Reports by Company.

            	 106


    

     

    
      	
               
      

            	
              ARTICLE XIII
      CONSOLIDATION, MERGER, CONVEYANCE OR OTHER TRANSFER

            	 107


    

     

    
      	
               
      

            	
              SECTION 13.01
      Company May Consolidate, Etc., Only on Certain Terms.

            	 107


    

    
      	
               
      

            	
              SECTION 13.02
      Successor Corporation Substituted.

            	 108


    

    
      	
               
      

            	
              SECTION 13.03
      Extent of Lien Hereof on Property of Successor
Corporation.

            	 109


    

    
      	
               
      

            	
              SECTION 13.04
      Release of Company Upon Conveyance or Other Transfer.

            	 109


    

    
      	
               
      

            	
              SECTION 13.05
      Merger into Company; Extent of Lien Hereof.

            	 109


    

     

    
      	
               
      

            	
              ARTICLE
      XIV SUPPLEMENTAL
      INDENTURES

            	 110


    

     

    
      	
               
      

            	
              SECTION 14.01
      Supplemental Indentures Without Consent of Holders.

            	 110


    

    
      	
               
      

            	
              SECTION 14.02
      Supplemental Indentures With Consent of Holders.

            	 112


    

    
      	
               
      

            	
              SECTION 14.03
      Execution of Supplemental Indentures.

            	 113


    

    
      	
               
      

            	
              SECTION 14.04
      Effect of Supplemental Indentures.

            	 113


    

    
      	
               
      

            	
              SECTION 14.05
      Reference in Securities to Supplemental Indentures.

            	 114


    

    
      	
               
      

            	
              SECTION 14.06
      Modification Without Supplemental Indenture.

            	 114


    

     

    
      	
               
      

            	
              ARTICLE XV
      MEETINGS OF HOLDERS; ACTION WITHOUT MEETING

            	 114


    

     

    
      	
               
      

            	
              SECTION 15.01
      Purposes for Which Meetings May Be Called.

            	 114


    

    
      	
               
      

            	
              SECTION 15.02
      Call, Notice and Place of Meetings.

            	 114


    

    
      	
               
      

            	
              SECTION 15.03
      Persons Entitled to Vote at Meetings.

            	 115


    

    
      	
               
      

            	
              SECTION 15.04
      Quorum; Action.

            	 115


    

    
      	
               
      

            	
              SECTION 15.05
      Attendance at Meetings; Determination of Voting Rights; Conduct
      and  Adjournment of Meetings.

            	 116


    

    
      	
               
      

            	
              SECTION 15.06
      Counting Votes and Recording Action of Meetings.

            	 117


    

    
      	
               
      

            	
              SECTION 15.07
      Action Without Meeting.

            	 118


    

     

    
      	
               
      

            	
              ARTICLE XVI
      IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
      DIRECTORS

            	 118


    

     

    
      	
               
      

            	
              SECTION 16.01
      Liability Solely Corporate.

            	 118


    

     

    
      	 	 SIGNATURES	 S-1,
      S-2


    

     

    
      	
                                              
      EXHIBIT A

            	
              Legal
      Description of Real Property Owned in Fee and Appurtenant Easements (and
      Leasehold Interest as to Exhibit
A-157)

            


    

     

    
      	
                                              
      EXHIBIT B

            	
              Licenses,
      Permits, Franchises, Easements and Rights of
Way

            


    

     

    
      	
                                              
      EXHIBIT C

            	
              Legal
      Description of Specifically Excluded Real Property Owned in
      Fee

            


    

     

    
      	
                                              
      EXHIBIT D

            	
              Liens,
      Defects, Irregularities, Deficiencies, Exceptions and
      Limitations

            


    

     


    
      
        
           

        

         
iv

      

      
         


        
          

        

      

      
         


      

    


    FIRST MORTGAGE INDENTURE,
dated as of March 23, 2009, between TEXAS-NEW
MEXICO POWER COMPANY, a corporation organized and subsisting under the
laws of Texas (herein called the “Company”), and THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national
banking association organized and existing under the laws of the United States,
as Trustee (herein called the “Trustee”).

     

    Recital
of the Company

     

    The
Company has duly authorized the execution and delivery of this Indenture, as
originally executed and delivered, to provide for the issuance from time to time
of its bonds, notes or other evidences of indebtedness (herein called the
“Securities”), to be issued in one or more series as contemplated herein, and to
provide security for the payment of the principal of and premium, if any, and
interest, if any, on the Securities and the performance and observance of the
other obligations of the Company hereunder.  All acts necessary to
make this Indenture a valid agreement of the Company, in accordance with its
terms, have been performed. For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires,
capitalized terms used herein shall have the meanings assigned to them in
Article I of this Indenture.

     

    Granting
Clauses

     

    NOW, THEREFORE, THIS INDENTURE
WITNESSETH, that, in consideration of the premises and of the purchase of
the Securities by the Holders thereof, and in order to secure the payment of the
principal of and premium, if any, and interest, if any, on all Securities from
time to time Outstanding and the performance of the covenants therein and herein
contained and to declare the terms and conditions on which such Securities are
secured, the Company hereby grants, bargains, sells, conveys, assigns,
transfers, mortgages, pledges, sets over and confirms to the Trustee, and grants
to the Trustee a security interest in, the following (subject, however, to the
terms and conditions set forth in this Indenture):

     

    Granting
Clause First

     

    All
right, title and interest of the Company, as of the date of the execution and
delivery of this Indenture, as originally executed and delivered (the “Execution
Date”), in and to all property, real, personal and mixed, located in the state
of Texas (other than Excepted Property), including without limitation all right,
title and interest of the Company in and to the following property so located
(other than Excepted Property): (a) all real property owned in fee,
easements and other interests in real property which are specifically described
in Exhibit A
attached hereto and incorporated herein by this reference or upon or over which
any of the Mortgaged Property is operated; (b) all licenses, permits to use the
real property of others, franchises to use public roads, streets and other
public properties, or to own or operate any of the Mortgaged Property,
easements, rights of way and other rights or interests relating to the occupancy
or use of real property, including without limitation all of the same which are
specifically described in Exhibit B
attached hereto and incorporated herein by this reference; (c) all facilities,
machinery, equipment and fixtures for the generation, transmission and
distribution of electric energy including, but not limited to, all plants,
powerhouses, dams, diversion works, generators, turbines, engines, boilers, fuel
handling and transportation facilities, air and water pollution 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    control
and sewage and solid waste disposal facilities, switchyards, towers,
substations, transformers, poles, lines, cables, conduits, ducts, conductors,
meters, regulators and all other property used or to be used for any or all of
such purposes; (d) all buildings, offices, warehouses, structures or
improvements in addition to those referred to or otherwise included in clauses
(a) and (c) above; (e) all computers, data processing, data storage, data
transmission and/or telecommunications facilities, equipment and apparatus
necessary for the operation or maintenance of any facilities, machinery,
equipment or fixtures described or referred to in clauses (c) or (d) above; and
(f) all of the foregoing property in the process of construction;

     

    Granting
Clause Second

     

    Subject
to the applicable exceptions permitted by Section 8.09(d), Section 13.03 and
Section 13.05, all right, title and interest of the Company in all property,
real, personal and mixed, located in the state of Texas (other than Excepted
Property) which may be hereafter acquired by the Company, it being the intention
of the Company that all such property acquired by the Company after the
Execution Date shall be as fully embraced within and subjected to the Lien
hereof as if such property were owned by the Company as of the Execution
Date;

     

    Granting
Clause Third

     

    Any
Excepted Property, which may, from time to time after the Execution Date, by
delivery or by an instrument supplemental to this Indenture, be subjected to the
Lien hereof by the Company, the Trustee being hereby authorized to receive the
same at any time as additional security hereunder; it being understood that any
such subjection to the Lien hereof of any Excepted Property as additional
security may be made subject to such reservations, limitations or conditions
respecting the use and disposition of such property or the proceeds thereof as
shall be set forth in such instrument; and

     

    Granting
Clause Fourth

     

    All
tenements, hereditaments, servitudes and appurtenances belonging or in any wise
appertaining to the aforesaid property, with the reversions and remainders
thereof, located in the State of Texas;

     

    Excepted
Property

     

    Expressly
excepting and excluding, however, from the Lien of this Indenture all right,
title and interest of the Company in and to the following property, whether now
owned or hereafter acquired (herein sometimes called “Excepted
Property”):

     

    (a)           all
cash on hand or in banks or other financial institutions, cash equivalents,
deposit accounts, shares of stock, interests in general or limited partnerships
or limited liability entities, bonds, notes, other evidences of ownership,
equity, indebtedness and other securities, of whatsoever kind and nature, not
hereafter paid or delivered to, deposited with or held by the Trustee hereunder
or required so to be;

     

    (b)           all
contracts, leases, operating agreements and other agreements of whatsoever kind
and nature (except to the extent that any of the same are described in clause
(a) or clause (b) 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    of
Granting Clause First of this Indenture, in which case they are included within
the Lien of this Indenture; provided, that any lease agreements that are
excluded from the Lien of this Indenture under clause (g) below shall not be
deemed to be included in the Lien of this Indenture); all contract rights,
bills, notes and other instruments and chattel paper (except to the extent that
any of the same constitute securities, in which case they are separately
excepted from the Lien of this Indenture under clause (a) above, and except to
the extent that any of the same constitute property described in clause (j)
and/or clause (k) below, in which case they are separately excepted from the
Lien of this Indenture under clause (j)  or clause (k) below, as
applicable); all revenues, income and earnings, all accounts, accounts
receivable and unbilled revenues, and all rents, tolls, issues, product and
profits, claims, credits, demands and judgments; all governmental and other
licenses, permits, franchises, consents and allowances (except to the extent
that any of the same are specifically described in clause (b) of Granting Clause
First of this Indenture, in which case they are included within the Lien of this
Indenture); and all patents, patent licenses and other patent rights, patent
applications, trade names, trademarks, copyrights, domain names, claims,
credits, choses in action and other intangible property and general intangibles
including, but not limited to, computer software;

     

    (c)           all
automobiles, buses, trucks, truck cranes, tractors, trailers and similar
vehicles and movable equipment; all rolling stock, rail cars and other railroad
equipment; all vessels, boats, barges and other marine equipment; all airplanes,
helicopters, aircraft engines and other flight equipment; all parts, accessories
and supplies used in connection with any of the foregoing in this subpart (c);
and all personal property of such character that the perfection of a security
interest therein or other Lien thereon is not governed by the Texas Uniform
Commercial Code;

     

    (d)           all
goods, stock in trade, wares, merchandise and inventory held for the purpose of
sale or lease in the ordinary course of business; all materials, supplies,
inventory and other items of personal property which are consumable (otherwise
than by ordinary wear and tear) in their use in the operation or ownership of
the Mortgaged Property; all fuel, including nuclear fuel, whether or not any
such fuel is in a form consumable in the operation or ownership of the Mortgaged
Property, including separate components of any fuel in the forms in which such
components exist at any time before, during or after the period of the use
thereof as fuel; all hand and other portable tools and equipment; all furniture
and furnishings; and computers and data processing, data storage, data
transmission, telecommunications and other facilities, equipment and apparatus,
which, in any case, are used primarily for administrative or clerical purposes
or are otherwise not necessary for the operation or maintenance of the
facilities, machinery, equipment or fixtures described or referred to in clause
(c) or (d) of Granting Clause First of this Indenture;

     

    (e)           all
coal, ore, gas, oil and other minerals and all timber, and all rights and
interests in any of the foregoing, whether or not such minerals or timber shall
have been mined or extracted or otherwise separated from the land; and all
electric energy, gas (natural or artificial), steam, water and other products
generated, produced, manufactured, purchased or otherwise acquired by the
Company;

     

    (f)           all
real property, leaseholds, gas rights, wells, gas works, stations and
substations, transmission pipelines, storage facilities, holders, tanks,
retorts, purifiers, odorizers, scrubbers, compressors, valves, regulators,
pumps, mains, pipes, service pipes, conduits, ducts, fittings and 

     

    
      
        
        

      

      
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    connections,
services, meters, gathering, tap or other pipe lines, facilities, equipment,
apparatus or any other property used or to be used for the production, gathering
transmission, storage or distribution of natural gas, crude oil or other
hydro-carbons or minerals;

     

    (g)           all
property which is the subject of a lease agreement designating the Company as
lessee and all right, title and interest of the Company in and to such property
and in, to and under such lease agreement, whether or not such lease agreement
is intended as security (except to the extent that any of the same are
specifically set forth in Exhibit A-1 et seq.
or Exhibit B-1
et seq. to this Indenture, in which case they are included within the Lien of
this Indenture);

     

    (h)           all
facilities, machinery, equipment and fixtures for the appropriation, storage,
transmission and distribution of water including, but not limited to, water
works, reservoirs, diversion works, stations and substations, transmission
pipelines, canals, raceways, flumes, waterways, aqueducts, storage facilities,
tanks, purifiers, valves, regulators, pumps, mains, pipes, service pipes,
conduits, fittings and connections, services, meters and any and all other
property used or to be used for any or all of such purposes;

     

    (i)           all
real property owned in fee and other interests in real property which are
specifically described or referred to in Exhibit C attached
hereto and incorporated herein by this reference;

     

    (j)           (A)
all regulatory assets, stranded costs, transition property, all rights and
property interests (contractual, statutory, regulatory or otherwise) to impose
and collect transition charges, including all cash proceeds collected, and
accounts receivable arising, therefrom and all rights and interests that may
become transition property under the Texas Utilities Code; (B) all rights to
assign, sell, convey or otherwise transfer any or all of such rights and
property interests in connection with the issuance of transition bonds or any
similar financing transaction; and (C) the cash proceeds from the issuance and
sale of transition bonds and from any similar financing transaction, all as
contemplated by and within the meaning of § 39.301 (or any similar or successor
provision) of the Texas Utilities Code;  and

     

    (k)           (A)
all rights and property interests (contractual, statutory, regulatory or
otherwise) authorized by law or regulation to impose on and collect from the
Company’s customers any and all specific charges and surcharges (nonbypassable
or otherwise) for the purpose of providing security for the issuance of debt
obligations the proceeds of which are to be used for any one or more of (1) the
repair, reconstruction or replacement of property damaged or destroyed by storm
or other natural condition or occurrence, (2) the acquisition and construction
of property and equipment for the control, capture, sequestration, disposal or
abatement of pollution (including, without limitation, carbon dioxide or any
other chemical composition), heat, solid, fluid or gaseous waste or any other
chemical, waste, byproduct, element, condition, characteristic or occurrence
that is, or could be, considered to be adverse to the environment, (3)
remediation of any environmental occurrence or condition, or (4) any other
purpose for which such securitized debt financing is authorized under Texas law
or regulation; (B) the cash proceeds collected, and accounts receivable arising,
from such rights and property interests; (C) all  rights to assign,
sell, convey or otherwise transfer any or all of such rights and property
interests in connection with the issuance and sale of any debt obligations the
repayment of which 

     

    
      
        
        

      

      
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    is to be
secured by any or all of such rights and property interests and the proceeds
therefrom; and (D) all cash proceeds from the issuance and sale of any such debt
obligations;

     

    provided, however, that,
subject to the provisions of Section 13.03, (x) if, at any time after the
occurrence of an Event of Default, the Trustee, or any separate trustee or
co-trustee appointed under Section 11.14 or any receiver appointed pursuant to
Section 10.08 or otherwise, shall have entered into possession of all or
substantially all of the Mortgaged Property, all the Excepted Property described
or referred to in the foregoing clauses (b), (c) and (d), then owned or held or
thereafter acquired by the Company, to the extent that the same is used in
connection with, or otherwise relates or is attributable to, the Mortgaged
Property and is located in the State of Texas, shall immediately, and, in the
case of any Excepted Property described or referred to in clause (f), to the
extent that the same is used in connection with, or otherwise relates or is
attributable to, the Mortgaged Property and is located in the State of Texas,
upon demand of the Trustee or such other trustee or receiver, become subject to
the Lien of this Indenture to the extent not prohibited by law and applicable
regulations or by the terms of any other Lien or encumbrance on such Excepted
Property, and the Trustee or such other trustee or receiver may, to the extent
not prohibited by law and applicable regulations or by the terms of any such
other Lien (and subject to the rights of the holders of all such other Liens),
at the same time likewise take possession thereof, and (y) whenever all Events
of Default shall have been cured and the possession of all or substantially all
of the Mortgaged Property shall have been restored to the Company, such Excepted
Property shall again be excepted and excluded from the Lien hereof to the extent
set forth above; it being understood that the Company may, however, pursuant to
Granting Clause Third, subject to the Lien of this Indenture any Excepted
Property, whereupon the same shall cease to be Excepted Property;

     

    TO HAVE AND TO HOLD all such
property, real, personal and mixed, unto the Trustee, its successors in trust
and their assigns forever;

     

    SUBJECT, HOWEVER, to (a) Liens
existing at the Execution Date, (b) as to property acquired by the Company after
the Execution Date, Liens and defects, irregularities, deficiencies, exceptions
and limitations in title existing or placed thereon at the time of the
acquisition thereof (including, but not limited to, Purchase Money Liens), (c)
Permitted Liens and all other Liens permitted to exist under Section 6.06;
and

     

    IN TRUST, NEVERTHELESS, for
the equal and ratable benefit and security of the Holders from time to time of
all Outstanding Securities without any priority of any such Security over any
other such Security;

     

    PROVIDED, HOWEVER, that the
right, title and interest of the Trustee in and to the Mortgaged Property shall
cease, terminate and become void in accordance with, and subject to the
conditions set forth in, Article IX or Article XIV hereof, and if, thereafter,
the principal of and premium, if any, and interest, if any, on the Securities
shall have been paid to the Holders thereof, or shall have been paid to the
Company pursuant to Section 6.03 hereof, then and in that case this Indenture
shall terminate, and the Trustee shall execute and deliver to the Company such
instruments as the Company shall require to evidence such termination; otherwise
this Indenture, and the estate and rights hereby granted, shall be and remain in
full force and effect; and

     

    
      
        
        

      

      
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    IT IS HEREBY COVENANTED AND
AGREED by and between the Company and the Trustee that all the Securities
are to be authenticated and delivered, and that the Mortgaged Property is to be
held, subject to the further covenants, conditions and trusts hereinafter set
forth, and the Company hereby covenants and agrees to and with the Trustee, for
the equal and ratable benefit of all Holders of the Securities, as
follows:

     

     

    ARTICLE
I

    DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION

     

    
      	
              SECTION
      1.01  

            	
              General
      Definitions.

            


    

     

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

     

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

     

    (b) all terms
used herein 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 terms
used herein without definition which are defined in the Texas Uniform Commercial
Code shall have the meanings assigned to them therein with respect to such
portion of the Mortgaged Property;

     

    (d) 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 from time to time, at the Execution Date; provided,
however, that in determining generally accepted accounting principles applicable
to the Company, effect shall be given, to the extent required, to any order,
rule or regulation of any administrative agency, regulatory authority or other
governmental body having jurisdiction over the Company;

     

    (e) unless
the context otherwise requires, any reference to an “Article,” a “Section” or an
“Exhibit”  refers to an Article,  a Section or an Exhibit,
as the case may be, of this Indenture;

     

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

     

    (g) words
importing any gender include the other genders;

     

    
      
        
        

      

      
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    (h) references
to statutes are to be construed as including all statutory provisions
consolidating, amending or replacing the statute referred to;

     

    (i) references
to “writing” include printing, typing, lithography and other means of
reproducing words in a visible form;

     

    (j) the words
“including,” “includes” and “include” shall be deemed to be followed by the
words “without limitation”; and

     

    (k) unless
otherwise provided, references to agreements and other instruments shall be
deemed to include all amendments and other modifications to such agreements and
instruments, but only to the extent such amendments and other modifications are
not prohibited by the terms of this Indenture.

     

    “Accountant”
means a Person engaged in the accounting profession or otherwise qualified to
pass on accounting matters (including, but not limited to, a Person certified or
licensed as a public accountant, whether or not then engaged in the public
accounting profession), which Person, unless required to be Independent, may be
an employee or Affiliate of the Company.

     

    “Act,” when used with respect to any
Holder of a Security, has the meaning specified in Section 1.07.

     

    “Adjusted Net Earnings” means the
amount calculated in accordance with Section 1.04(a).

     

    “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.

     

    “Annual
Interest Requirements” means the amount calculated in accordance with
Section 1.04(b).

     

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

     

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

     

    “Authorized
Publication” means a newspaper or financial journal of general circulation,
printed in the English language and customarily published on each Business Day,
whether or not published on Saturdays, Sundays or holidays; or, in the
alternative, shall mean such form of communication as may have come into general
use for the dissemination of information 

     

    
      
        
        

      

      
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    of import
similar to that of the information specified to be published by the provisions
hereof. In the event that successive weekly publications in an Authorized
Publication are required hereunder they may be made (unless otherwise expressly
provided herein) on the same or different days of the week and in the same or in
different Authorized Publications. In case, by reason of the suspension of
publication of any Authorized Publication, or by reason of any other cause, it
shall be impractical without unreasonable expense to make publication of any
notice in an Authorized Publication as required by this Indenture, then such
method of publication or notification as shall be made with the approval of the
Trustee shall be deemed the equivalent of the required publication of such
notice in an Authorized Publication.

     

    “Authorized
Purposes” means the authentication and delivery of Securities, the release of
property and/or the withdrawal of cash under any of the provisions of this
Indenture.

     

    “Board of
Directors” means either 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, or written consent in lieu thereof,
certified by the Corporate Secretary or an Assistant Corporate Secretary of the
Company to have been duly adopted by the Board of Directors and to be in full
force and effect on the date of such certification, and delivered to the
Trustee.

     

    “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, applicable regulation or executive order to
remain closed, except as may be otherwise specified as contemplated by Section
3.01.

     

    “Commission”
means the Securities and Exchange Commission, as from time to time constituted,
created under the Exchange Act, or, if at any time after the Execution Date,
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 Corporation shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Company” shall mean such Successor
Corporation.

     

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

     

    “Corporate
Trust Office” means the office of the Trustee in Los Angeles, California, at
which at any particular time its corporate trust business shall be principally
administered, which office at the Execution Date is located at 700 South Flower
Street, Suite 500, Los Angeles, California 90017; Attention: Corporate Trust
Administration, except that with respect to presentation of Securities for
payment or for registration of transfer or exchange, such term means the office
or agency of the Trustee at which at any particular time its corporate agency
business shall be conducted, which office or agency at the Execution Date is
located at 101 Barclay Street, New York, New York 10286; Attention: Corporate
Trust Division - Corporate 

     

    
      
        
        

      

      
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    Finance
Unit, or, in the case of any of such offices or agency, such other address as
the Trustee may designate from time to time by notice to the Company, or the
principal corporate trust office of any successor Trustee (or such other address
as such successor Trustee may designate from time to time by notice to the
Company).

     

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

     

    “Cost,”
with respect to Property Additions, has the meaning specified in Section
1.03.

     

    “Defaulted
Interest” has the meaning specified in Section 3.07.

     

    “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 10.02. “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 3.01.

     

    “Environment”
means ambient and indoor air, surface water and groundwater (including potable
water, navigable water and wetlands), the land surface or subsurface strata or
sediment, natural resources such as flora and fauna or as otherwise defined in
any Environmental Law.

     

    “Environmental
Claim” means any and all actions, suits, demands, demand letters, claims, Liens,
notices of non-compliance or violation, notices of liability or potential
liability, investigations, proceedings, consent orders or consent agreements
relating in any way to any Environmental Law or the release of or human exposure
to any Hazardous Material.

     

    “Environmental
Law” means, collectively, all federal, state or local laws, ordinances,
regulations, rules, codes, orders, judgments or other requirements or rules of
law, including common law,  that relate to (a) the prevention,
abatement or elimination of pollution, or the protection of the Environment,
natural resources or human health (to the extent relating to exposure to
Hazardous Materials), or natural resource damages, and (b) the use, generation,
handling, treatment, storage, disposal, Release, transportation or regulation
of, or exposure to, Hazardous Materials, including the Comprehensive
Environmental Response Compensation and Liability Act, 42 U.S.C. §§ 9601 et seq., the
Endangered Species Act, 16 U.S.C. §§ 1531 et seq., the Solid Waste
Disposal Act, as amended by the Resource Conservation and Recovery Act, 42
U.S.C. §§ 6901 et
seq., the Clean Air Act, 42 U.S.C. §§ 7401 et seq., the Clean
Water Act, 33 

     

    
      
        
        

      

      
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    U.S.C. §§
1251 et seq.,
the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq., the
Emergency Planning and Community Right to Know Act, 42 U.S.C. §§ 11001 et seq., each as
amended, and their state or local counterparts or equivalents.

     

    “Event of
Default” has the meaning specified in Section 10.01.

     

    “Excepted
Property” has the meaning specified in the granting clauses of this
Indenture.

     

    “Exchange
Act” means the Securities Exchange Act of 1934 and any statute successor
thereto, in each case as amended from time to time.

     

    “Exchange
Rate” has the meaning specified in Section 10.01.

     

    “Execution
Date” has the meaning specified in Granting Clause First of this
Indenture.

     

    “Expert”
means a Person who is an engineer, appraiser or other expert and which, with
respect to any certificate to be signed by such Person and delivered to the
Trustee, is qualified to pass upon the matters set forth in such certificate
and, except as otherwise required in Sections 4.02, 6.07 and 8.09, may be an
employee or Affiliate of the Company duly authorized either by the Board of
Directors or by an Authorized Officer. For purposes of this definition, (a)
“engineer” means a Person engaged in the engineering profession or otherwise
qualified to pass upon engineering matters (including, but not limited to, a
Person licensed as a professional engineer, whether or not then engaged in the
engineering profession) and (b) “appraiser” means a Person engaged in the
business of appraising property or otherwise qualified to pass upon the Fair
Value or fair market value of property.

     

    “Expert’s
Certificate” means a certificate signed by an Authorized Officer and by an
Expert (which Expert shall be selected either by the Board of Directors or by an
Authorized Officer, the execution of such certificate by such Authorized Officer
to be conclusive evidence of such selection) and delivered to the Trustee. The
amount stated in any Expert’s Certificate as to the Cost, Fair Value or fair
market value of property shall be conclusive and binding upon the Company, the
Trustee and the Holders of the Securities.

     

    “Fair
Value,” with respect to property, means the fair value of such property as may
be determined by reference to (a) the amount which would be likely to be
obtained in an arm’s-length transaction with respect to such property between an
informed and willing buyer and an informed and willing seller, under no
compulsion, respectively, to buy or sell, (b) the amount of investment with
respect to such property which, together with a reasonable return thereon, would
be likely to be recovered through ordinary business operations or otherwise, (c)
the Cost, accumulated depreciation and replacement cost with respect to such
property and/or (d) any other relevant factors; provided, however, that (x) the
Fair Value of property shall be determined without deduction for any Liens on
such property prior to the Lien of this Indenture (except as otherwise provided
in Section 8.03) and (y) the Fair Value to the Company of Property Additions
shall not reflect any reduction relating to the fact that such Property
Additions may be of less value to a Person which is not the owner or operator of
the Mortgaged Property or any portion thereof than to a Person which is such
owner or operator. Fair Value may be determined, in the discretion of the expert
certifying the same, without physical inspection, by the use of accounting


     

    
      
        
        

      

      
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    and/or
engineering records and/or other data maintained by the Company or otherwise
available to the Expert certifying the same.

     

    “Funded
Cash” has the meaning specified in Section 1.02.

     

    “Funded
Property” has the meaning specified in Section 1.02.

     

    “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,
commission, council, authority or other instrumentality of any of the
foregoing.

     

    “Government
Obligations” means:

     

    (a)          direct
obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States entitled to the benefit of the
full faith and credit thereof; and

     

    (b)          certificates,
depositary receipts or other instruments which evidence a direct ownership
interest in obligations described in clause (a) above or in any specific
interest or principal payments due in respect thereof; provided, however, that
the custodian of such obligations or specific interest or principal payments
shall be a bank or trust company (which may include the Trustee or any Paying
Agent) subject to Federal or State supervision or examination with a combined
capital and surplus of at least Fifty Million Dollars ($50,000,000); and
provided, further, that except as may be otherwise required by law and
applicable regulations, such custodian shall be obligated to pay to the holders
of such certificates, depositary receipts or other instruments the full amount
received by such custodian in respect of such obligations or specific payments
and shall not be permitted to make any deduction therefrom.

     

    “Hazardous
Materials” means all pollutants, contaminants, wastes, chemicals, materials,
substances and constituents, including explosive or radioactive substances or
petroleum or petroleum distillates, asbestos or asbestos containing materials,
polychlorinated biphenyls or radon gas, of any nature, in each case subject to
regulation or which can give rise to liability under any Environmental
Law.

     

    “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 supplemented or amended 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 3.01.

     

    “Independent,”
when applied to any Accountant or Expert, means such a Person who (a) is in
fact independent, (b) does not have any direct material financial interest in
the Company or in any other obligor upon the Securities or in any Affiliate of
the Company or of such other obligor, (c) is not connected with the Company or
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    promoter,
underwriter, trustee, partner, director or any person performing similar
functions and (d) is approved by the Trustee in the exercise of reasonable
care.

     

    “Independent
Expert’s Certificate” means a certificate signed by an Independent Expert and
delivered to the Trustee.

     

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

     

    “Investment
Securities” means any of the following obligations or securities on which
neither the Company, any other obligor on the Securities nor any Affiliate of
either is the obligor: (a) Government Obligations; (b) interest bearing deposit
accounts (which may be represented by certificates of deposit) in any national
or state bank (which may include the Trustee or any Paying Agent) or savings and
loan association which has outstanding securities rated by a nationally
recognized rating organization in either of the two (2) highest rating
categories (without regard to modifiers) for short term securities or in any of
the three (3) highest rating categories (without regard to modifiers) for long
term securities; (c) bankers’ acceptances drawn on and accepted by any
commercial bank (which may include the Trustee or any Paying Agent) which has
outstanding securities rated by a nationally recognized rating organization in
either of the two (2) highest rating categories (without regard to modifiers)
for short term securities or in any of the three (3) highest rating categories
(without regard to modifiers) for long term securities; (d) direct
obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, any State or Territory of the United States or
the District of Columbia, or any political subdivision of any of the foregoing,
which are rated by a nationally recognized rating organization in either of the
two (2) highest rating categories (without regard to modifiers) for short term
securities or in any of the three (3) highest rating categories (without regard
to modifiers) for long term securities; (e) bonds or other obligations of any
agency or instrumentality of the United States; (f) corporate debt securities
which are rated by a nationally recognized rating organization in either of the
two (2) highest rating categories (without regard to modifiers) for short term
securities or in any of the three (3) highest rating categories (without regard
to modifiers) for long term securities; (g) repurchase agreements with
respect to any of the foregoing obligations or securities with any banking or
financial institution (which may include the Trustee or any Paying Agent) which
has outstanding securities rated by a nationally recognized rating organization
in either of the two (2) highest rating categories (without regard to modifiers)
for short term securities or in any of the three (3) highest rating categories
(without regard to modifiers) for long term securities; (h) securities
issued by any regulated investment company (including any investment company for
which the Trustee or any Paying Agent is the advisor), as defined in Section 851
of the Internal Revenue Code of 1986, as amended, or any successor Section of
such Code or successor federal statute, provided that the portfolio of such
investment company is limited to obligations or securities of the character and
investment quality contemplated in clauses (a) through (f) above and repurchase
agreements which are fully collateralized by any of such obligations or
securities; and (i) any other obligations or securities which may lawfully be
purchased by the Trustee in its capacity as such.

     

    “Lien”
means any mortgage, deed of trust, pledge, security interest, encumbrance,
easement, lease, reservation, restriction, servitude, charge or similar right
and any other lien of 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    any kind,
including, without limitation, the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention
agreement.

     

    “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.

     

    “Maximum
Interest Rate” has the meaning specified in Section 3.10.

     

    “Mortgaged
Property” means, as of any particular time, all property whether real, personal
or mixed, which at such time is subject to the Lien of this
Indenture.

     

    “Net
Earnings Certificate” has the meaning specified in
Section 1.04.

     

    “Notice
of Default” has the meaning specified in Section 10.01.

     

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

     

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

     

    “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 9.01 (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 3.06 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 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, 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    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 Trustee actually 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,
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 provided, further, that in no event shall any Security which
shall have been delivered to evidence or secure, in whole or in part, the
Company’s obligations in respect of other indebtedness that is not owned by the
Company be deemed to be owned by the Company if the principal of such Security
is payable, whether at Stated Maturity or upon mandatory redemption, at the same
time as the principal of such other indebtedness is payable, whether at Stated
Maturity or upon mandatory redemption or acceleration, but only to the extent of
such portion of the principal amount of such Security as does not exceed the
principal amount of such other indebtedness; 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 10.02; and

     

    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 by the Company to pay
the principal of and premium, if any, or interest, if any, on any Securities on
behalf of the Company.

     

    “Periodic
Offering” means an offering of Securities of a series at any time or 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, all as contemplated in Section 3.01 and clause (b) of
Section 4.01.

     

    “Permitted
Liens” means, as of any particular time, any of the following:

     

    (a)           Liens
for taxes, assessments and other governmental charges or requirements which are
not delinquent or which are being contested in good faith by appropriate
proceedings or which secure charges that do not exceed Five Million Dollars
($5,000,000) in the aggregate;

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    (b)           mechanics’,
workmen’s, repairmen’s, materialmen’s, warehousemen’s and carriers’ Liens, other
Liens incident to construction, improvement, repair or maintenance of property;
Liens or privileges of any officers or employees of the Company for compensation
earned; and other Liens, including without limitation Liens for worker’s
compensation awards, arising in the ordinary course of business for charges or
requirements; in each case which are (i) not delinquent, (ii) bonded or (iii)
being contested in good faith and by appropriate proceedings;

     

    (c)           Liens
in respect of attachments, judgments or awards arising out of judicial or
administrative proceedings (i) in an amount not exceeding the greater of (A) Ten
Million Dollars ($10,000,000) and (B) three percentum (3%) of the principal
amount of the Securities then Outstanding or (ii) with respect to which the
Company shall (X) in good faith be prosecuting an appeal or other
proceeding for review and with respect to which the Company shall have secured a
stay of execution pending such appeal or other proceeding or (Y) have the
right to prosecute an appeal or other proceeding for review;

     

    (d)           easements,
leases, reservations or other rights of others in, on, over and/or across, and
laws and applicable regulations and restrictions affecting, and defects,
irregularities, deficiencies, exceptions and limitations in title to, the
Mortgaged Property or any part thereof; provided, however, that such easements,
leases, reservations, rights, laws and applicable regulations, restrictions,
defects, irregularities, deficiencies, exceptions and limitations do not in the
aggregate materially impair the use by the Company of the Mortgaged Property
considered as a whole for the purposes for which it is held by the
Company;

     

    (e)           Liens
and defects, irregularities, deficiencies, exceptions and limitations in title
to rights-of-way, property subject to rights-of-way in favor of the Company or
otherwise or used or to be used by the Company primarily for right-of-way
purposes or property held by the Company under lease, easement, license or
similar right; provided, however, that (i) the Company shall have obtained from
the apparent owner or owners of such property a sufficient right, by the terms
of the instrument granting such right-of-way, lease, easement, license or
similar right, to the use thereof for the purposes for which the Company
acquired the same, or (ii) the Company has power under eminent domain or
similar statutes and regulations to remove or cure such Liens, defects,
irregularities, deficiencies, exceptions or limitations or (iii) such Liens,
defects, irregularities, deficiencies, exceptions and limitations may be
otherwise remedied without undue effort or expense; and defects, irregularities,
deficiencies, exceptions and limitations in title to flood lands, flooding
rights and/or water rights;

     

    (f)           Liens
securing indebtedness or other obligations neither created, assumed nor
guaranteed by the Company nor on account of which it customarily pays interest
upon real property or rights in or relating to real property acquired by the
Company for the purpose of the transmission or distribution of electric energy,
gas or water, for the purpose of telephonic, telegraphic, radio, wireless or
other electronic communication or otherwise for the purpose of obtaining
rights-of-way;

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    (g)           leases
existing at the Execution Date affecting properties owned by the Company at such
date and renewals and extensions thereof; and leases affecting such properties
entered into after such date or affecting properties acquired by the Company
after such date which, in either case, (i) have respective terms (or periods at
the end of which the Company may terminate the lease) of not more than fifteen
(15) years (including extensions or renewals at the option of the tenant) or
(ii) do not in the aggregate materially impair the use by the Company of
such properties considered as a whole for the purpose for which they are held by
the Company;

     

    (h)           Liens
vested in lessors, licensors, franchisors, permitters or others for rent or
other amounts to become due or for other obligations or acts to be performed,
the payment of which rent or the performance of which other obligations or acts
is required under leases, subleases, licenses, franchises or permits, so long as
the payment of such rent or other amounts or the performance of such other
obligations or acts is not delinquent or is being contested in good faith and by
appropriate proceedings;

     

    (i)           controls,
restrictions, obligations, duties and/or other burdens imposed by law and
applicable regulations, upon the Mortgaged Property or any part thereof or the
operation or use thereof or upon the Company with respect to the Mortgaged
Property or any part thereof or the operation or use thereof or with respect to
any franchise, grant, license, permit or public purpose requirement, or any
rights reserved to or otherwise vested in Governmental Authorities to impose any
such controls, restrictions, obligations, duties and/or other
burdens;

     

    (j)           rights
which Governmental Authorities may have by virtue of franchises, grants,
licenses, permits or contracts, or by virtue of law and applicable regulations,
to purchase, recapture or designate a purchaser of or order the sale of the
Mortgaged Property or any part thereof, to require the removal of Mortgaged
Property or any part thereof, to terminate franchises, grants, licenses,
permits, contracts or other rights or to regulate the property and business of
the Company; and any and all obligations of the Company correlative to any such
rights;

     

    (k)           Liens
required by law and applicable regulations, including those required (i) as a
condition to the transaction of any business or the exercise of any privilege or
license, (ii) to enable the Company to maintain self-insurance or to participate
in any funds established to cover any insurance risks, (iii) in connection with
workmen’s compensation, unemployment insurance, social security, any pension or
welfare benefit plan or (iv) to share in the privileges or benefits required for
companies participating in one or more of the arrangements described in clauses
(ii) and (iii) above;

     

    (l)           Liens
on the Mortgaged Property or any part thereof which are granted by the Company
to secure (or to obtain letters of credit that secure) the performance of duties
or public or statutory obligations, bid obligations or performance obligations
or to secure, or serve in lieu of, surety, stay or appeal bonds;

     

    (m)           rights
reserved to or vested in others to take or receive any part of or to any title
to all or any coal, ore, gas, oil and other minerals, any timber and/or any
electric 

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    capacity
or energy, gas, water, steam and any other products, developed, produced,
manufactured, generated, purchased or otherwise acquired or used by the Company
or by others on property of the Company;

     

    (n)           (i)
rights and interests of Persons other than the Company arising out of contracts,
agreements and other instruments to which the Company is a party and which
relate to the common ownership or joint use of property; and (ii) all Liens on
the interests of Persons other than the Company in property owned in common by
such Persons and the Company if and to the extent that the enforcement of such
Liens would not adversely affect the interests of the Company in such property
in any material respect;

     

    (o)           any
restrictions on assignment, transfer or lease and/or requirements of any
assignee, transferee or lessee to qualify as a permitted assignee, transferee or
lessee and/or public utility, transmission service provider or public service
corporation or company;

     

    (p)           any
Liens which have been bonded for the full amount in dispute or for the payment
of which other adequate security arrangements have been made;

     

    (q)           rights
and interests granted pursuant to Section 8.02(d);

     

    (r)           Prepaid
Liens;

     

    (s)           Liens
granted on environmental pollution control, sewage or solid waste disposal or
other similar facilities (other than Funded Property or Property Additions being
used for any Authorized Purpose) of the Company in connection with the issuance
of pollution control financing bonds, in connection with financing the cost of,
or the construction, acquisition, improvement, repair or maintenance of, such
facilities;

     

    (t)           Liens
granted on facilities (other than Funded Property or Property Additions being
used for any Authorized Purpose) of the Company in connection with the issuance
of transition, weather damage (or other damage caused by nature), environmental
and other similar financing bonds or other securitization financing arrangements
in connection with financing the cost of, or the construction, acquisition,
improvement, repair or maintenance of, such facilities;

     

    (u)           as
to property acquired by the Company after the Execution Date, Liens and defects,
irregularities, deficiencies, exceptions and limitations in title existing or
placed thereon at the time of the acquisition thereof (including, but not
limited to, Purchase Money Liens);

     

    (v)           the
Liens and defects, irregularities, deficiencies, exceptions and limitations in
title described in Exhibit
D;

     

    (w)           the
Trustee’s Lien; and

     

    (x)           Liens
existing at the Execution Date.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

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

     

    “Place of
Payment,” when used with respect to the Securities of any series, or any Tranche
thereof, means the place or places, specified as contemplated by Section 3.01,
at which, subject to Section 6.02, principal of and premium, if any, and
interest, if any, on the 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 3.06 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.

     

    “Prepaid
Lien” means any Lien securing indebtedness for the payment, prepayment or
redemption of which there shall have been irrevocably deposited in trust with
the trustee or other holder of such Lien moneys and/or Investment Securities
which (together with the interest reasonably expected to be earned from the
investment and reinvestment in Investment Securities of the moneys and/or the
principal of and interest on the Investment Securities so deposited) shall be
sufficient for such purpose; provided, however, that if such indebtedness is to
be redeemed or otherwise prepaid prior to the stated maturity thereof, any
notice requisite to such redemption or prepayment shall have been given in
accordance with the instrument creating such Lien or irrevocable instructions to
give such notice shall have been given to such trustee or other
holder.

     

    “Property
Additions” has the meaning specified in Section 1.03.

     

    “Purchase
Money Lien” means, with respect to any property (and any improvements or
accessions thereto) being acquired or disposed of by the Company or being
released from the Lien of this Indenture, a Lien on such property
which:

     

    (a)           is
taken or retained by the transferor of such property to secure all or part of
the purchase price thereof;

     

    (b)           is
granted to one or more Persons other than the transferor which, by making
advances or incurring an obligation, give value to enable the grantor of such
Lien to acquire rights in or the use of such property;

     

    (c)           is
granted to any other Person in connection with the release of such property from
the Lien of this Indenture on the basis of the deposit with the Trustee or the
trustee or other holder of a Lien prior to the Lien of this Indenture of
obligations secured by such Lien on such property (as well as any other property
subject thereto);

     

    (d)           is
held by a trustee or agent for the benefit of one or more Persons described in
clause (a), (b) and/or (c) above, provided that such Lien may be held, in
addition, for the benefit of one or more other Persons which shall have
theretofore given, 

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    or may
thereafter give, value to or for the benefit or account of the grantor of such
Lien for one or more other purposes; or

     

    (e)           otherwise
constitutes a purchase money mortgage or a purchase money security interest
under applicable law and regulations;

     

    and,
without limiting the generality of the foregoing, for purposes of this
Indenture, the term Purchase Money Lien shall be deemed to include any Lien
described above whether or not such Lien (x) shall permit the issuance or other
incurrence of additional indebtedness secured by such Lien on such property, (y)
shall permit the subjection to such Lien of additional property and the issuance
or other incurrence of additional indebtedness on the basis thereof and/or (z)
shall have been granted prior to the acquisition, disposition or release of such
property, shall attach to or otherwise cover property other than the property
being acquired, disposed of or released and/or shall secure obligations issued
prior and/or subsequent to the issuance of the obligations delivered in
connection with such acquisition, disposition or release.

     

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

     

    “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 3.01.

     

    “Release”
means any placing, spilling, leaking, seepage, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, migrating, dumping,
disposing or depositing in, into, onto or through the Environment.

     

    “Required
Currency” has the meaning specified in Section 3.11.

     

    “Responsible
Officer,” means, with respect to the Trustee, any officer assigned to the
Corporate Trust Administration unit (or any successor unit) of the Trustee
located at the Corporate Trust Office of the Trustee, who shall have direct
responsibility for the administration of this Indenture, and for the purposes of
Section 10.16(c), Section 11.01(c)(2) and Section 11.02 shall also include any
other officer of the Trustee to whom any corporate trust matter is referred
because of such officer’s knowledge of and familiarity with the particular
subject.

     

    “Retired
Securities” means any Securities authenticated and delivered under this
Indenture which (a) no longer remain Outstanding by reason of the applicability
of clause (a) or clause (b) in the definition of “Outstanding” (other than any
Predecessor Security of any Security), (b) have not been made the basis
under any of the provisions of this Indenture of one or more Authorized Purposes
and (c) have not been paid, redeemed, purchased or otherwise retired by the
application thereto of Funded Cash.

     

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

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    “Security
Register” and “Security Registrar” have the respective meanings specified in
Section 3.05.

     

    “Special
Record Date” for the payment of any Defaulted Interest on the Securities of any
series means a date fixed by the Trustee pursuant to Section 3.07.

     

    “Stated
Interest Rate” means a rate (whether fixed or variable) at which an obligation
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 obligation or any installment of
principal thereof or interest thereon, means the date on which the principal of
such obligation or such installment of principal or interest is stated to be due
and payable (without regard to any provisions for redemption, prepayment,
acceleration, purchase or extension).

     

    “Successor
Corporation” has the meaning specified in Section 13.01.

     

    “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 such may be amended and 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 pursuant to the applicable
provisions of this Indenture, and thereafter “Trustee” shall mean such successor
Trustee, and, if at any time there is more than one Person acting as trustee
(including any co-trustee or separate trustee appointed pursuant to Section
11.14) hereunder, “Trustee” shall mean each such Person so acting.

     

    “Trustee’s
Lien” has the meaning specified in Section 11.07.

     

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

     

    
      	
              SECTION
      1.02  

            	
              Funded
      Property; Funded Cash.

            


    

     

    “Funded
Property” means:

     

    (a) all
Property Additions to the extent that the same shall have been designated in an
Expert’s Certificate to be deemed to be Funded Property;

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    (b) all
Property Additions to the extent that the same shall have been made the basis of
the authentication and delivery of Securities under this Indenture pursuant to
Section 4.02;

     

    (c) all
Property Additions to the extent that the same shall have been made the basis of
the release of property from the Lien of this Indenture pursuant to Section
8.03;

     

    (d) all
Property Additions to the extent that the same shall have been substituted for
Funded Property retired pursuant to Section 8.02;

     

    (e) all
Property Additions to the extent that the same shall have been made the basis of
the withdrawal of cash held by the Trustee pursuant to Section 4.04 or 8.06;
and

     

    (f) all
Property Additions to the extent that the same shall have been used as the basis
of a credit against, or otherwise in satisfaction of, the requirements of any
sinking, improvement, maintenance, replacement or similar fund or analogous
provision established with respect to the Securities of any series, or any
Tranche thereof, as contemplated by Section 3.01; provided, however, that any
such Property Additions shall cease to be Funded Property when all of the
Securities of such series or Tranche shall have been paid.

     

    In the
event that, in any certificate filed with the Trustee in connection with any of
the transactions referred to in clauses (a), (b), (c), (e) and (f) of this
Section, only a part of the Cost or Fair Value of the Property Additions
described in such certificate shall be required for the purposes of such
certificate, then such Property Additions shall be deemed to be Funded Property
only to the extent so required for the purpose of such certificate.

     

    All
Funded Property that shall be abandoned, destroyed, released or otherwise
disposed of shall for the purpose of Section 1.03 hereof be deemed Funded
Property retired and for other purposes of this Indenture shall thereupon cease
to be Funded Property but as in this Indenture provided may at any time
thereafter again become Funded Property. Neither any reduction in the cost or
book value of property recorded in the plant account of the Company, nor the
transfer of any amount appearing in such account to intangible and/or adjustment
or expense accounts, otherwise than in connection with actual retirements of
physical property abandoned, destroyed, released or disposed of, and otherwise
than in connection with the removal of such property in its entirety from plant
account, shall be deemed to constitute a retirement of Funded
Property.

     

    The
Company may make allocations, on a pro-rata or other reasonable basis
(including, but not limited to, the designation of specific properties or the
designation of all or a specified portion of the properties reflected in one or
more generic accounts or subaccounts in the Company’s books of account), for the
purpose of determining the extent to which fungible properties, or other
properties not otherwise identified, reflected in the same generic account or
subaccount in the Company’s books of account constitute Funded Property or
Funded Property retired.

     

    “Funded
Cash” means:

     

    (a) cash,
held by the Trustee hereunder, to the extent that it represents the proceeds of
insurance on Funded Property (except as otherwise provided in Section 6.07), or


     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    cash
deposited in connection with the release of Funded Property pursuant to Article
VIII, or the payment of the principal of, or the proceeds of the release of,
obligations secured by Purchase Money Lien and delivered to the Trustee pursuant
to Article VIII, all subject, however, to the provisions of Section 6.07 and
Section 8.06; and

     

    (b) any cash
deposited with the Trustee under Section 4.04.

     

    
      	
              SECTION
      1.03  

            	
              Property
      Additions; Cost.

            


    

     

    (a) “Property
Additions” means, as of any particular time, any item, unit or element of
property which at such time is owned by the Company and is subject to the Lien
of this Indenture; provided, however, that Property Additions shall not
include:

     

    (i)           goodwill,
going concern value rights or intangible property except as provided in
subsection (c) of this Section; or

     

    (ii)           any
property the cost of acquisition or construction of which is, in accordance with
generally accepted accounting principles, properly chargeable to an operating
expense account of the Company.

     

    (b) When any
Property Additions are certified to the Trustee as the basis of any Authorized
Purpose (except as otherwise provided in Section 8.03 and Section
8.06);

     

    (i)           there
shall be deducted from the Cost or Fair Value to the Company thereof, as the
case may be (as of the date so certified), an amount equal to the Cost (or as to
Property Additions of which the Fair Value to the Company at the time the same
became Funded Property was certified to be an amount less than the Cost as
determined pursuant to this Section, then such Fair Value, as so certified, in
lieu of Cost) of all Funded Property of the Company retired to the date of such
certification (other than the Funded Property, if any, in connection with the
application for the release of which such certificate is filed) and not
theretofore deducted from the Cost or Fair Value to the Company of Property
Additions theretofore certified to the Trustee; and

     

    (ii)           there
may, at the option of the Company, be added to such Cost or Fair Value, as the
case may be, the sum of:

     

    (A) the
principal amount of any obligations secured by Purchase Money Lien, not
theretofore so added and which the Company then elects so to add, which shall
theretofore have been delivered to the Trustee or the trustee or other holder of
a Lien prior to the Lien of this Indenture as the basis of the release of Funded
Property retired from the Lien of this Indenture or such prior Lien, as the case
may be;

     

    (B) one
hundred fifty-three percentum (153%) of the amount of any cash, not theretofore
so added and which the Company then elects so to add, which shall theretofore
have been delivered to the Trustee or the trustee or other holder of a Lien
prior to the Lien of this Indenture as the proceeds of insurance on Funded
Property retired (to the extent of the 

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    portion
thereof deemed to be Funded Cash) or as the basis of the release of Funded
Property retired from the Lien of this Indenture or from such prior Lien, as the
case may be;

     

    (C) one
hundred fifty-three percentum (153%) of the principal amount of any Security or
Securities, or portion of such principal amount, not theretofore so added and
which the Company then elects so to add, (I) which shall theretofore have been
delivered to the Trustee as the basis of the release of Funded Property retired
or (II) the right to the authentication and delivery of which under the
provisions of Section 4.03 shall at any time theretofore have been waived under
Section 8.03(d)(iii) as the basis of the release of Funded Property
retired;

     

    (D) the Cost
or Fair Value to the Company (whichever shall be less), after making any
deductions and any additions pursuant to this Section, of any Property
Additions, not theretofore so added and which the Company then elects so to add,
which shall theretofore have been made the basis of the release of Funded
Property retired (such Fair Value to be the amount shown in the Expert’s
Certificate delivered to the Trustee in connection with such release);
and

     

    (E) the Cost
or Fair Value to the Company (whichever shall be less) of any Property Additions
not theretofore so added and which the Company then elects so to add, to the
extent that the same shall have been substituted for Funded Property
retired;

     

    provided, however, that the
aggregate of the amounts added under clause (ii) above shall in no event exceed
the amounts deducted under clause (i) above.

     

    (c) Except as
otherwise provided in Section 8.03, the term “Cost” with respect to
Property Additions shall mean the sum of (i) any cash delivered in payment
therefor or for the acquisition thereof, (ii) an amount equivalent to the
fair market value in cash (as of the date of delivery) of any securities or
other property delivered in payment therefor or for the acquisition thereof,
(iii) the principal amount of any obligations secured by prior Lien upon
such Property Additions outstanding at the time of the acquisition thereof,
(iv) the principal amount of any other obligations incurred or assumed in
connection with the payment for such Property Additions or for the acquisition
thereof and (v) any other amounts which, in accordance with generally
accepted accounting principles, are properly charged or chargeable to the plant
or other property accounts of the Company with respect to such Property
Additions as part of the cost of construction or acquisition thereof, including,
but not limited to, any allowance for funds used during construction or any
similar or analogous amount; provided, however, that, notwithstanding any other
provision of this Indenture,

     

    (x)           with
respect to Property Additions owned by a Successor Corporation immediately prior
to the time it shall have become such by consolidation or merger or acquired by
a Successor Corporation in or as a result of a consolidation or merger
(excluding, in any case, Property Additions owned 

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    by the
Company immediately prior to such time), Cost shall mean the amount or amounts
at which such Property Additions are recorded in the plant or other property
accounts of such Successor Corporation, or the predecessor corporation from
which such Property Additions are acquired, as the case may be, immediately
prior to such consolidation or merger;

     

    (y)           with
respect to Property Additions which shall have been acquired (otherwise than by
construction) by the Company without any consideration consisting of cash,
securities or other property or the incurring or assumption of indebtedness or
other obligations, no determination of Cost shall be required, and, wherever in
this Indenture provision is made for Cost or Fair Value, Cost with respect to
such Property Additions shall mean an amount equal to the Fair Value to the
Company thereof or, if greater, the aggregate amount reflected in the Company’s
books of account with respect thereto upon the acquisition thereof;
and

     

    (z)           in
no event shall the Cost of Property Additions be required to reflect any
depreciation or amortization in respect of such Property Additions, or any
adjustment to the amount or amounts at which such Property Additions are
recorded in plant or other property accounts due to the non-recoverability of
investment or otherwise.

     

    If any
Property Additions are shown by the Expert’s Certificate provided for in Section
4.02(b)(ii) to include property which has been used or operated by others than
the Company in a business similar to that in which it has been or is to be used
or operated by the Company, the Cost thereof need not be reduced by any amount
in respect of any goodwill, going concern value rights and/or intangible
property simultaneously acquired for which no separate or distinct consideration
shall have been paid or apportioned, and in such case the term Property
Additions as defined herein may include such goodwill, going concern value
rights and intangible property.

     

    
      	
              SECTION
      1.04  

            	
              Net
      Earnings Certificate; Adjusted Net Earnings; Annual Interest
      Requirements.

            


    

     

    A “Net
Earnings Certificate” means a certificate signed by an Authorized Officer and an
Accountant, stating:

     

    (a) the
“Adjusted Net Earnings” of the Company for any period of twelve (12) consecutive
calendar months within the eighteen (18) calendar months immediately preceding
the first day of the month in which the Company Order requesting the
authentication and delivery under this Indenture of Securities is delivered to
the Trustee, specifying:

     

    (i)           its,
and its consolidated subsidiaries, operating revenues (which may include
revenues of the Company, and its consolidated subsidiaries, subject when
collected or accrued to possible refund at a future date);

     

    (ii)           its,
and its consolidated subsidiaries, operating expenses, excluding (1) expenses
for taxes on income or profits and other taxes measured by, or dependent on, net
income, (2) expenses or provisions for reserves for renewals, replacements,


     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    depreciation,
depletion or retirement of property (or any expenditures therefor), or expenses
or provisions for amortization of property, (3) expenses or provisions for
interest on any indebtedness of the Company (whether paid or accrued and whether
or not capitalized), for the amortization of debt discount, premium, expense or
loss on reacquired debt, for any maintenance and replacement, improvement or
sinking fund or other device for the retirement of any indebtedness, or for
other amortization, (4) expenses or provisions for any non-recurring charge to
income or to retained earnings of whatever kind or nature (including without
limitation the recognition of expense or impairment due to the
non-recoverability of assets or expense), whether or not recorded as a
non-recurring charge in the Company’s books of account, and (5) expenses or
provisions for any refund of revenues previously collected or accrued by the
Company subject to possible refund;

     

    (iii)           the
amount remaining after deducting the amount required to be stated in such
certificate by clause (ii) above from the amount required to be stated therein
by clause (i) above;

     

    (iv)           its
other income, net of related expenses or provisions (excluding expenses or
provisions for any non-recurring charge to the income or retained earnings of
the entity which is the source of such other income of whatever kind or nature
(including without limitation the recognition of expense or impairment due to
the non-recoverability of assets or expense), whether or not recorded and a
non-recurring charge in such entity’s books of account), which other income may
include any portion of the allowance for funds used during construction and
other deferred costs (or any analogous amounts) which is not included in “other
income” (or any analogous item) in the Company’s books of account; provided,
however, that any amount so added shall not exceed ten percentum (10%) of the
balance in (iii) above; and

     

    (v)           the
Adjusted Net Earnings of the Company for such period of twelve (12) consecutive
calendar months (being the sum of the amounts required to be stated in such
certificate by clauses (iii) and (iv) above); and

     

    (b) the
“Annual Interest Requirements,” being the interest requirements for one year, at
the respective Stated Interest Rates, if any, borne prior to Maturity,
upon:

     

    (i)           all
Securities Outstanding hereunder at the date of such certificate, except any for
the payment or redemption of which the Securities applied for are to be issued;
provided, however, that, if Outstanding Securities of any series bear interest
at a variable rate or rates, then the interest requirement on the Securities of
such series shall be determined by reference to the rate or rates in effect on
the day immediately preceding the date of such certificate;

     

    (ii)           all
Securities then applied for in pending applications for the original issuance of
Securities, including the application in connection which such certificate is
made; provided, however, that if Securities of any series are to bear interest
at a variable rate or rates, then the interest requirement on the Securities of
such series shall be determined by reference to the rate or rates to be in
effect at the time of the initial 

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    
      authentication
and delivery of such Securities; and provided, further, that the determination
of the interest requirement on Securities of a series subject to a Periodic
Offering shall be further subject to the provisions of clause (f) of Section
4.01;

       
(iii)           the
principal amount of all other bonds, notes or other forms of indebtedness
secured by a Lien on a parity with or prior to the Lien of this Indenture upon
property subject to the Lien of this Indenture (except (1) bonds, notes or
other forms of indebtedness of the Company the repayment of which supports or is
supported by other indebtedness included in Annual Interest Requirements
pursuant to one of the other clauses of this definition, (2) bonds, notes
or other form of indebtedness for the payment of which the Securities applied
for are to be issued, and (3) bonds, notes or other form of indebtedness
secured by a Prepaid Lien prior to the Lien of this Indenture upon property
subject to the Lien of this Indenture outstanding on the date of such
certificate);

     

    provided,
however, that if any such indebtedness bears interest at a variable rate or
rates, then the interest requirement on such indebtedness shall be determined by
reference to the rate or rates in effect on the day immediately preceding the
date of such certificate; and provided, further, that any amounts collected by
others to be applied to debt service on indebtedness of the Company included in
clauses (b)(i)-(iii) above, and not otherwise treated on the Company’s books as
revenue, shall be added to the Company’s operating revenues when determining
Adjusted Net Earnings; provided, further, that no profits or losses from the
sale of capital assets shall be included in making any of the foregoing
calculations.

     

    If any of
the property of the Company owned by it at the time of the making of any Net
Earnings Certificate (i) shall have been acquired during or after any period for
which Adjusted Net Earnings of the Company are to be computed, (ii) shall not
have been acquired in exchange or substitution for property the net earnings of
which have been included in the Adjusted Net Earnings of the Company, and (iii)
had been operated as a separate unit and items of revenue and expense
attributable thereto are readily ascertainable, then the net earnings of such
property (computed in the manner provided for in the computation of the Adjusted
Net Earnings of the Company) during such period or such part of such period as
shall have preceded the acquisition thereof, to the extent that the same have
not otherwise been included in the Adjusted Net Earnings of the Company, shall
be so included.

     

    
      	
              SECTION
      1.05  

            	
              Compliance
      Certificates and Opinions.

            


    

     

    Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officer’s Certificate stating that all conditions precedent, if any, provided
for in this Indenture (including any covenant compliance with which constitutes
a condition precedent) relating to the proposed action have been complied with
and, an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, 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.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    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 Person 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 Person, such Person has made such
examination or investigation as is necessary to enable such Person to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and

     

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

     

    
      	
              SECTION
      1.06  

            	
              Content
      and Form of Documents Delivered to
Trustee.

            


    

     

    (a) Any
Officer’s Certificate may be based (without further examination or
investigation), insofar as it relates to or is dependent upon legal matters,
upon an opinion of, or representations by, counsel, and, insofar as it relates
to or is dependent upon matters which are subject to verification by
Accountants, upon a certificate or opinion of, or representations by, an
Accountant, and, insofar as it relates to or is dependent upon matters which are
required in this Indenture to be covered by a certificate or opinion of, or
representations by, an Expert, upon the certificate or opinion of, or
representations by, an Expert, 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
Expert’s Certificate may be based (without further examination or
investigation), insofar as it relates to or is dependent upon legal matters,
upon an opinion of, or representations by, counsel, and insofar as it relates to
or is dependent upon factual matters, information with respect to which is in
the possession of the Company and which are not subject to verification by
Experts, upon a certificate or opinion of, or representations by, an officer or
officers of the Company, unless such Expert has actual knowledge that the
certificate or opinion or representations with respect to the matters upon which
his certificate or opinion may be based as aforesaid are erroneous.

     

    Any
certificate of an Accountant may be based (without further examination or
investigation), insofar as it relates to or is dependent upon legal matters,
upon an opinion of, or representations by, counsel, and insofar as it relates to
or is dependent upon factual matters, information with respect to which is in
the possession of the Company and which are not subject to verification by
Accountants, upon a certificate of, or representations by, an officer or
officers of the Company, unless such Accountant has actual knowledge that the
certificate or opinion or representations with respect to the matters upon which
his certificate or opinion may be based as aforesaid are erroneous.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    Any
Opinion of Counsel may be based (without further examination or investigation),
insofar as it relates to or is dependent upon factual matters, information with
respect to which is in the possession of the Company, upon a certificate of, or
representations by, an officer or officers of the Company, and, insofar as it
relates to or is dependent upon matters which are subject to verification by
Accountants upon a certificate or opinion of, or representations by, an
Accountant, and, insofar as it relates to or is dependent upon matters required
in this Indenture to be covered by a certificate or opinion of, or
representations by, an Expert, upon the certificate or opinion of, or
representations by, an Expert, 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. Further, any Opinion of Counsel with respect
to the status of title to or the sufficiency of descriptions of property, and/or
the existence of Liens thereon, and/or the recording or filing of documents,
and/or any similar matters, may be based (without further examination or
investigation) upon (i) title insurance policies or commitments and reports,
lien search results, reports or certificates and other similar documents or (ii)
certificates of, or representations by, officers, employees, agents and/or other
representatives of the Company or (iii) any combination of the documents
referred to in (i) and (ii), unless, in any case, such counsel has actual
knowledge that the document or documents with respect to the matters upon which
his opinion may be based as aforesaid are erroneous. If, in order to render any
Opinion of Counsel provided for herein, the signer thereof shall deem it
necessary that additional facts or matters be stated in any Officer’s
Certificate, certificate of an Accountant or Expert’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 any Person is required to
make, give or execute two or more applications, requests, consents,
certificates, statements, opinions or other instruments under this Indenture,
they may, but need not, be consolidated and form one instrument.

     

    (c) Whenever,
subsequent to the receipt by the Trustee of any Board Resolution, Officer’s
Certificate, Expert’s Certificate, Net Earnings Certificate, Opinion of Counsel
or other document or instrument, a clerical, typographical or other inadvertent
or unintentional error or omission shall be discovered therein, a new document
or instrument may be substituted therefor in corrected form with the same force
and effect as if originally filed in the corrected form and, irrespective of the
date or dates of the actual execution 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 

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    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
benefit of the Lien of this Indenture equally and ratably with all other
Outstanding Securities, except as aforesaid.

     

    
      	
              SECTION
      1.07  

            	
              Acts
      of Holders.

            


    

     

    (a) Any
request, demand, authorization, direction, notice, consent, election, waiver or
other action provided or permitted by this Indenture to be made, given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing or, alternatively, may be embodied in and evidenced by the
record of Holders voting in favor thereof, either in person or by proxies duly
appointed in writing, at any meeting of Holders duly called and held in
accordance with the provisions of Article XV, or a combination of such
instruments and any such record. Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments or record
or both are delivered to the Trustee and, where it is hereby expressly required,
to the Company. Such instrument or instruments and any such record (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the “Act” of the Holders signing such instrument or instruments and so voting
at any such meeting. 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 11.01)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section. The record of any meeting of Holders shall be proved
in the manner provided in Section 15.06.

     

    (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 and applicable regulations 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, 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.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    (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.

     

    (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 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 have no obligation to do so. In addition, the
Trustee may, at its option, fix in advance a record date for the determination
of Holders entitled to join in the giving or making of any Notice of Default,
any declaration of acceleration referred to in Section 10.02, any request to
institute proceedings referred to in Section 10.11 or any direction referred to
in Section 10.16. 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). Nothing in this paragraph shall be construed to prevent the Company,
or the Trustee from setting a new record date for any action for which a record
date has previously been set pursuant to this paragraph (whereupon the record
date previously set shall automatically and with no action by any Person be
canceled and of no effect), and nothing in this paragraph shall be construed to
render ineffective any action taken by Holders of the requisite principal amount
of Outstanding Securities of the relevant series on the date such action is
taken.

     

    
      	
              SECTION
      1.08  

            	
              Notices,
      Etc. to Trustee and Company.

            


    

     

    Except as
otherwise provided herein, any request, demand, authorization, direction,
notice, consent, election, waiver, Act of Holders or other document provided or
permitted by this Indenture to be made upon, given or furnished to, or filed
with, (i) the Trustee by any Holder or by the Company or (ii) the Company by the
Trustee or by any Holder shall be sufficient for every purpose hereunder (unless
otherwise herein expressly provided) if the same shall be in writing and
delivered personally to a Responsible Officer of the Trustee at the Corporate
Trust Officer or an officer or other responsible employee of the Company, or
transmitted by facsimile transmission, or delivered by registered mail, postage
prepaid, to the applicable address set 

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    opposite
such party’s name below or to such other address as either party hereto may from
time to time designate:

     

    If to the
Trustee, to:

     

    
      	
                  The
      Bank of New York Mellon Trust Company, N.A.

            
	
                  700
      South Flower Street, Suite 500

            
	
                  Los
      Angeles, California 90017

            
	
                  Attention:
      Corporate Trust Administration

            
	
                  Telephone:
      (213) 630-6175

            
	
                  Telecopy:
      (213) 630-6298

            


    

    


     

    If to the
Company, to:

     

    
      	
                  Texas-New
      Mexico Power Company

            
	
                  Attention:
      Vice President and Treasurer

            
	
                  577
      North Garden Ridge Boulevard

            
	
                  Lewisville,
      Texas  75067

            
	
                  Telephone:
      (505) 241-2119

            
	
                  Telecopy:
      (505) 241-4386

            


    

    


     

    With a
copy (not constituting notice) to:

     

    
      	
                  Troutman
      Sanders LLP

            
	
                  Attention:
      John T. W. Mercer

            
	
                  600
      Peachtree Street, N.E. – Suite 5200

            
	
                  Atlanta,
      Georgia 30308-2216

            
	
                  Telephone:
      (404) 885-3182

            
	
                  Telecopy:   (404)
      962-6632

            


    

     

    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 or other direct written electronic means,
on the date of transmission, and if delivered by registered mail, on the date of
receipt.

     

    The
Trustee shall have the right, but shall not be required, to rely upon and comply
with instructions and directions sent by e-mail, facsimile and other similar
unsecured electronic methods by persons believed by the Trustee to be authorized
to give instructions and directions on behalf of the Company.  The
Trustee shall have no duty or obligation to verify or confirm that the person
who sent such instructions or directions is, in fact, a person authorized to
give instructions or directions on behalf of the Company; and the Trustee shall
have no liability for any losses, liabilities, costs or expenses incurred or
sustained by the Company as a result of such reliance upon or compliance with
such instructions or directions.  The Company agrees to assume all
risks arising out of the use of such electronic methods to submit instructions
and directions to the Trustee, including without limitation the risk of the
Trustee acting on unauthorized instructions, and the risk of interception and
misuse by third parties.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
      1.09  

            	
              Notice
      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 satisfactory to 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.

     

    Anything
herein to the contrary notwithstanding, notice to any Holder of Securities
issued in global form may be given by e-mail, facsimile and other similar
electronic methods, including by transmission by e-mail of a pdf copy, to such
Holder (or the applicable depositary therefore) in lieu of by mail or other
means specified herein.

     

    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.

     

    
      	
              SECTION
      1.10  

            	
              Trust
      Indenture Act; Conflict with Trust Indenture
  Act.

            


    

     

    Whether
or not this Indenture is qualified under the Trust Indenture Act, whenever this
Indenture refers to the Trust Indenture Act, the provision or provisions thereof
specified in connection with, or contemplated by, such reference are
incorporated by reference in, and made a part of, this Indenture, as if this
Indenture were qualified under the Trust Indenture Act; provided, however, that,
so long as this Indenture is not required to be qualified under the Trust
Indenture Act, if any provision hereof otherwise conflicts with the Trust
Indenture Act such provision in this Indenture shall control without regard to
the Trust Indenture Act.

     

    
      	
              SECTION
      1.11  

            	
              Effect
      of Headings and Table of Contents.

            


    

     

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

     

    
      	
              SECTION
      1.12  

            	
              Successors
      and Assigns.

            


    

     

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

     

    
      
        
        

      

      
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              SECTION
      1.13  

            	
              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
      1.14  

            	
              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
      1.15  

            	
              Governing
      Law; Waiver of Trial by Jury.

            


    

     

    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 would be applicable
were this Indenture qualified under the Trust Indenture Act and except to the
extent that the law of any other jurisdiction shall mandatorily govern the
creation, perfection, priority or enforcement of the Lien of this Indenture or
the exercise of remedies with respect to the Mortgaged Property.

     

    EACH
PARTY HERETO HEREBY WAIVES, AND EACH HOLDER OF A SECURITY BY ITS ACCEPTANCE
THEREOF, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS INDENTURE.

     

    
      	
              SECTION
      1.16  

            	
              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 provision of any Security, which specifically states that such
provision shall apply in lieu of this Section) payment of interest or principal
and premium, if any, need not be made at such Place of Payment on such date, but
may be made on the next succeeding Business Day at such Place of Payment with
the same force and effect as if made on the Interest Payment Date or Redemption
Date, or at the Stated Maturity, and no additional interest shall accrue as the
result of such delayed payment.

     

    
      	
              SECTION
      1.17  

            	
              Investment
      of Cash Held by Trustee.

            


    

     

    Any cash
held by the Trustee or any Paying Agent under any provision of this Indenture
shall, except as otherwise provided in Section 8.06 or in Article IX, at the
request of the Company evidenced by Company Order, be invested or reinvested in
Investment Securities designated by the Company (such Company Order to contain a
representation to the effect that the securities designated therein constitute
Investment Securities), and any interest on such Investment Securities shall be
promptly paid over to the Company as received free and clear of any Lien. Such
Investment Securities shall be held subject to the same provisions hereof as the


     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

    cash used
to purchase the same, but upon a like request of the Company shall be sold, in
whole or in designated part, and the proceeds of such sale shall be held subject
to the same provisions hereof as the cash used to purchase the Investment
Securities so sold. If such sale shall produce a net sum less than the cost of
the Investment Securities so sold, the Company shall pay to the Trustee or any
such Paying Agent, as the case may be, such amount in cash as, together with the
net proceeds from such sale, shall equal the cost of the Investment Securities
so sold, and if such sale shall produce a net sum greater than the cost of the
Investment Securities so sold, the Trustee or any such Paying Agent, as the case
may be, shall promptly pay over to the Company an amount in cash equal to such
excess, free and clear of any Lien. In no event shall the Trustee be liable for
any loss incurred in connection with the sale of any Investment Security
pursuant to this Section.

     

    Notwithstanding
the foregoing, if an Event of Default shall have occurred and be continuing,
interest on Investment Securities and any gain upon the sale thereof shall be
held as part of the Mortgaged Property until such Event of Default shall have
been cured or waived, whereupon such interest and gain shall be promptly paid
over to the Company free and clear of any Lien.

     

    
      	
              SECTION
      1.18  

            	
              Utility
      and Transmitting Utility.

            


    

     

     

    The
Company is a utility as defined in Section 35.01 of the Texas Business and
Commerce Code (the “TBCC”). The Company intends to subject this Indenture to the
requirements and benefits of Subchapter A of Chapter 35 of the TBCC. The
perfection and notice provided by this Indenture under Section 35.02 of the TBCC
shall be effective from the date of deposit for filing until the interest
granted as security is released by the filing of a termination statement, and no
renewal, refiling or continuation statement shall be required to continue such
effectiveness.  The Company is also a transmitting utility as defined in
Section 9.102 of the Texas Uniform Commercial Code.  This Indenture shall
remain effective as a financing statement until a termination statement is
filed, as provided in Section 9.515(f) of the Texas Uniform Commercial
Code.

     

     

    ARTICLE
II

    SECURITY
FORMS

     

    
      	
              SECTION
      2.01  

            	
              Forms
      Generally.

            


    

     

    The
definitive Securities of each series shall be in substantially the form or forms
established in the indenture supplemental hereto establishing such series, or in
a Board Resolution establishing such series, or in an Officer’s Certificate
pursuant to such a supplemental indenture or Board Resolution, 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 applicable tax laws and regulations or the
rules of any securities exchange or automated quotation system on which the
Securities of such series may be listed or traded or as may, consistently
herewith, be determined by the officers executing such Securities, as evidenced
by their execution of the Securities. If the form or forms of Securities of


     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    any
series are established in a Board Resolution or in an Officer’s Certificate
pursuant to a supplemental indenture or a Board Resolution, such Board
Resolution and Officer’s Certificate, if any, shall be delivered to the Trustee
at or prior to the delivery of the Company Order contemplated by Section 4.01
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
      2.02  

            	
              Form
      of Trustee’s Certificate of
Authentication.

            


    

     

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

     

    CERTIFICATE
OF AUTHENTICATION

     

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

     

    THE BANK OF NEW YORK MELLON
TRUST

            
COMPANY, N.A., as Trustee

     

    Date of
Authentication:

    By:                                                      

    Authorized Officer

    


     

    ARTICLE
III

    THE
SECURITIES

     

    
      	
              SECTION
      3.01  

            	
              Amount
      Unlimited; Issuable in Series.

            


    

     

    Subject
to the provisions of Article IV, the aggregate principal amount of Securities
which may be authenticated and delivered under this Indenture is
unlimited.

     

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

     

    (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 3.04,
3.05, 3.06, 5.06 or 14.05 and except for 

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

    any
Securities which, pursuant to Section 3.03, are deemed never to have been
authenticated and delivered hereunder);

     

    (c) the
Persons (without specific identification) to whom interest on Securities of such
series, or any Tranche thereof, shall be payable on any Interest Payment Date,
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);

     

    (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,
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; and the basis of computation of interest, if other than
as provided in Section 3.10;

     

    (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, (1) pursuant to any sinking
fund or other mandatory redemption provisions, (2) at the option of a Holder
thereof, or (3) at the option of the Company, 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 5.04 in the case of a mandatory redemption, a
redemption at the option of the Holder, or an optional redemption on the part of
the Company;

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    (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 and premium, if any, and interest, if any, on the Securities of
such series, or any Tranche thereof, shall be payable (if other than in
Dollars); it being understood that, for purposes of calculations under this
Indenture (including calculations of principal amount under Article IV), any
amounts denominated in a currency other than Dollars or in a composite currency
shall be converted to Dollar equivalents by calculating the amount of Dollars
which could have been purchased by the amount of such other currency based on
such quotations or methods of determination as shall be specified pursuant to
this clause (j);

     

    (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 coin or currency in which payment of
any amount as to which such election is made will be payable, the period or
periods within which, and the terms and conditions upon which, such election may
be made; it being understood that, for purposes of calculations under this
Indenture (including calculations of principal amount under Article IV), any
such election shall be required to be taken into account, in the manner
contemplated in clause (j) of this paragraph, only after such election shall
have been 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 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; it being understood that all calculations under this
Indenture (including calculations of principal amount under Article IV) shall be
made on the basis of the fair market value of such securities or the Fair Value
of such other property, in either case determined as of the most recent
practicable date, except that, in the case of any amount of principal or
interest that may be so payable at the election of the Company or a Holder, if
such election shall not yet have been made, such calculations shall be made on
the basis of the amount of principal or interest, as the case may be, that would
be payable if no such election were made;

     

    (m) if the
amount payable in respect of 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); it being understood
that all calculations under this Indenture (including calculations of principal
amount under Article IV) shall be made on the basis of the amount that would be
payable as principal if such principal were due, or on the basis of the interest
rates in effect, as the case may be, on the date next preceding the date of such
calculation;

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

    (n) if other
than the 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
10.02;

     

    (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 9.01;

     

    (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 the 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 in
addition to and/or in lieu of the provisions of Section 3.08;

     

    (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
14.01;

     

    (s) any other
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 1.16, or variation in the definition of Business Day, with
respect to the Securities of such series, or any Tranche thereof;

     

    (u) the terms
of any sinking, improvement, maintenance, replacement or analogous fund for any
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 indenture
supplemental hereto or the Board Resolution which establishes such series, or
the Officer’s Certificate pursuant to such supplemental indenture or Board
Resolution, 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 4.01.

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

    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
      3.02  

            	
              Denominations.

            


    

     

    Unless
otherwise provided as contemplated by Section 3.01 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
      3.03  

            	
              Execution,
      Dating, Certificate of
Authentication.

            


    

     

    Unless
otherwise provided as contemplated by Section 3.01 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 of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

     

    Unless
otherwise specified as contemplated by Section 3.01 with respect to any series
of Securities, or any Tranche thereof, each Security shall be dated the date of
its authentication.

     

    Unless
otherwise specified as contemplated by Section 3.01 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 3.09, and
(c) the Company, at its election, shall deliver to the Trustee a written
statement (which need not comply with Section 1.05 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.

     

    
      
        
        

      

      
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              SECTION
      3.04  

            	
              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 3.01 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 Holder
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 6.02 as a Place of Payment for such Securities. Upon such
surrender of temporary Securities, the Company shall, except as aforesaid,
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
      3.05  

            	
              Registration,
      Registration of Transfer and
Exchange.

            


    

     

    The
Company shall cause to be kept, with respect to the Securities of each series,
or any Tranche thereof, at the Corporate Trust Office of the Trustee a register
(the register maintained in such office and in any other office or agency of the
Company in a Place of Payment being herein sometimes collectively referred to as
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 Trustee is
hereby appointed “Security Registrar” for the purpose of registering Securities
and transfers of Securities as herein provided. If any indenture supplemental
hereto refers to any transfer agents (in addition to the Security Registrar)
initially designated by the Company with respect to any series of Securities,
the Company may at any time rescind the designation of any such transfer agent
or approve a change in the location through which such transfer agent acts,
provided that the Company maintains a transfer agent in each Place of Payment
for such series. The Company may at any time designate additional transfer
agents with respect to the Securities of any series, or any Tranche thereof.
Anything herein to the contrary notwithstanding, the Company may designate one
or more of its offices 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 the Security Registrar with
respect to one or more of such series.

     

    Upon
surrender for registration of transfer of any Security of such series or Tranche
at the office or agency of the Company in a Place of Payment for such series or
Tranche, the Company 

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

    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 3.01 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 surrender of the Securities to
be exchanged at any such office or agency. Whenever any Securities are so
surrendered for exchange, 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 issued upon any registration of transfer or exchange of Securities
shall be valid obligations of the Company, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

     

    Every
Security presented or surrendered 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, 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 3.01 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 3.04, 5.06 or 14.05 not
involving any transfer.

     

    Neither
the Trustee nor the Company shall be required, pursuant to the provisions of
this Section 3.05, (a) to issue, register the transfer of or exchange any
Securities of any series (or of any Tranche thereof) during a period beginning
at the opening of business fifteen (15) days before the day of the mailing of a
notice of redemption of any such Securities of such series or Tranche selected
for redemption under Section 5.03 and ending at the close of business on the day
of such mailing, or (b) to register the transfer of or exchange any Security so
selected for redemption, in whole or in part, except, in the case of any
Security to be redeemed in part, any portion not to be redeemed.

     

    
      	
              SECTION
      3.06  

            	
              Mutilated,
      Destroyed, Lost and Stolen
Securities.

            


    

     

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

     

    
      
        
        

      

      
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    security
or indemnity as may be reasonably required by them to save each of them and any
agent of either of them harmless, then, in the absence of notice to the Company
or the Trustee that such Security is held by a Person purporting to be the owner
of such Security, 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 foregoing conditions, 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) connected therewith.

     

    Every new
Security of any series issued pursuant to this Section in lieu of any destroyed,
lost or stolen Security shall constitute an additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen Security shall be 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 proportionately 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
      3.07  

            	
              Payment
      of Interest; Interest Rights
Preserved.

            


    

     

    Except as
otherwise provided as contemplated by Section 3.01 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. Except in the case of a Security in global form,
at the option of the Company, interest on any series of Securities may be paid
(i) by check mailed to the address of the Person entitled thereto as it shall
appear on the Security Register of such series or (ii) by wire transfer in
immediately available funds at such place and to such account as designated in
writing by the Person entitled thereto as specified in the Security Register of
such series.

     

    Any
Paying Agents will be identified in a supplemental indenture hereto. The Company
may at any time designate additional Paying Agents or rescind the designation of
any Paying Agent; however, the Company at all times will be required to maintain
a Paying Agent in each Place of Payment for each series of
Securities.

     

    Unless
otherwise provided as contemplated by Section 3.01 with respect to any series of
Securities, any interest on any Security of any series which is payable, but is
not timely paid or 

     

    
      
        
        

      

      
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    duly
provided for, on any Interest Payment Date for Securities of such series (herein
called “Defaulted Interest”) shall forthwith cease to be payable to the
registered Holder on the relevant Regular Record Date by virtue of having been
such Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in clause (a) or (b) below:

     

    (a) The
Company may elect to make payment of any Defaulted 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”) to determine the holders of record who will receive such
Defaulted Interest, which shall be fixed in the following manner. The Company
shall notify the Trustee in writing of the amount of Defaulted Interest proposed
to be paid on each Security of such series and the date of the proposed payment
(the “Payment Date”) not less than 30 days (or such lesser number of days as
shall be satisfactory to the Trustee) prior to the date of the proposed payment,
and at the same time the Company shall deposit with the Trustee an amount of
money equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the Trustee for
such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a
Special Record Date for the payment of such Defaulted Interest which shall be
not more than fifteen (15) days and not less than ten (10) days prior to the
date of the proposed payment. 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 ten (10) days prior to such Payment Date, cause notice of
the proposed payment of such Defaulted Interest and the Payment Date therefor to
be given to each Holder of Securities of such series. Notice of the proposed
payment of such Defaulted Interest and the Payment Date therefor having been so
mailed, such Defaulted 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 Defaulted Interest on the Securities of any
series in any other lawful manner not inconsistent with the requirements of any
securities exchange or automated quotation system on which such Securities may
be listed or traded, and upon such notice as may be required by such exchange or
automated quotation system, 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 3.05, 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
      3.08  

            	
              Persons
      Deemed Owners.

            


    

     

    The
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name any 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 Sections 3.05 and 3.07) interest, if any, on such Security
and for all other purposes whatsoever, whether or not 

     

    
      
        
        

      

      
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    such
Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.

     

    None of
the Company, the Trustee, any Paying Agent, the Security Registrar or any other
agent of the Company or of the Trustee shall have any responsibility or
liability to any Person for any aspect of the records relating to or payments
made on account of beneficial ownership interests of a Security in global form
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

     

    No holder
of any beneficial interest in any Security in global form held on its behalf by
a depositary (or its nominee) shall have any rights under this Indenture with
respect to such Security or any Security represented thereby, and such
depositary may be treated by the Company, the Trustee, and any agent of the
Company or the Trustee as the owner of such Security or any Security represented
thereby for all purposes whatsoever.

     

    None of
the Company, the Trustee, the Paying Agent, the Security Registrar or any other
agent of the Company or any agent of the Trustee shall have any responsibility
or liability to any Person for any acts or omissions of the depositary (or its
nominee) holding a Security in global form, for the records of any such
depositary, including records in respect of beneficial owner interests in
respect of such Security, for any transactions between such depositary and any
direct or indirect participant in such depositary or between or among such
depositary, any direct or indirect participant in such depositary and/or any
holder or owner of a beneficial interest in such Security, or for any transfers
of beneficial interests in any such Security.

     

    Notwithstanding
the foregoing, with respect to any Security in global form, nothing herein shall
prevent the Company, the Trustee, or any agent of the Company or the Trustee,
from giving effect to any written certification, proxy or other authorization
furnished by any depositary (or its nominee), as a Holder, with respect to such
Security or shall impair, as between such depositary and owners of beneficial
interests in such Security, the operation of customary practices governing the
exercise of the rights of such depositary (or its nominee) as Holder of such
Security.

     

    
      
        
        

      

      
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              SECTION
      3.09  

            	
              Cancellation
      by Trustee.

            


    

     

    All
Securities surrendered for payment, redemption, registration of transfer or
exchange shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee and, if not theretofore canceled, shall be promptly
canceled by the Trustee. The Company may at any time deliver to the Trustee 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 Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section 3.09,
except as expressly permitted by this Indenture. All canceled Securities held by
the Trustee shall be disposed of in accordance with the Trustee’s then customary
practice for disposing of securities, unless otherwise directed by a Company
Order; provided, however, that the Trustee shall not be required to destroy any
canceled Securities.

     

    
      	
              SECTION
      3.10  

            	
              Computation
      of Interest; Usury Not Intended.

            


    

     

    Except as
otherwise specified as contemplated by Section 3.01 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 of twelve (12)
thirty (30)-day months and interest on the Securities of each series for any
partial period shall be computed on the basis of a three hundred sixty (360)-day
year of twelve (12) thirty (30)-day months and the actual number of days elapsed
in any partial month.

     

    The
amount of interest (or amounts deemed to be interest under applicable law and
regulations) payable or paid on any Security shall be limited to an amount which
shall not exceed the maximum nonusurious rate of interest allowed by the
applicable laws and regulations of the State of Texas or any applicable law or
regulation of the United States permitting a higher maximum nonusurious rate
that preempts such applicable Texas laws and applicable regulations, which could
lawfully be contracted for, taken, reserved, charged or received (the “Maximum
Interest Rate”).  If, as a result of any circumstances whatsoever, the
Company or any other Person is deemed to have paid interest (or amounts deemed
to be interest under applicable law and regulations) or any Holder is deemed to
have contracted for, taken, reserved, charged or received interest (or amounts
deemed to be interest under applicable law and regulations), in excess of the
Maximum Interest Rate, then, ipso facto, the obligation to be fulfilled shall be
reduced to the limit of validity, and if from any such circumstance, the
Trustee, acting on behalf of the Holders, or any Holder shall ever receive
interest or anything that might be deemed interest under applicable law and
regulations that would exceed the Maximum Interest Rate, such amount that would
be excessive interest shall be applied to the reduction of the principal amount
owing on the applicable Security or Securities and not to the payment of
interest, or if such excessive interest exceeds the unpaid principal balance of
any such Security or Securities, such excess shall be refunded to the Company.
In addition, for purposes of determining whether payments in respect of any
Security are usurious, all sums paid or agreed to be paid with respect to such
Security for the use, forbearance or detention of money shall, to the extent
permitted by applicable law and regulations, be amortized, prorated, allocated
and spread throughout the full term of such Bond.

     

    
      
        
        

      

      
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              SECTION
      3.11  

            	
              Payment
      to Be in Proper 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 3.01, 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.

     

    
      	
              SECTION
      3.12  

            	
              CUSIP
      Numbers.

            


    

     

    The
Company in issuing the Securities may use “CUSIP”, “ISIN” or other similar
numbers (if then generally in use), and, if so, the Trustee or Security
Registrar may use “CUSIP”, “ISIN” or such other numbers in notices of redemption
as a convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, in which case none of the Company or, as the case may be, the
Trustee or the Security Registrar, or any agent of any of them, shall have any
liability in respect of any CUSIP, ISIN or other similar number used on any such
notice, and any such redemption shall not be affected by any defect in or
omission of such numbers.  The Company shall promptly notify the
Trustee in writing of any change in CUSIP, ISIN or other similar
numbers.

     

    
      	
              SECTION
      3.13  

            	
              Naming
      Series of Securities.

            


    

     

    The
Securities of all series shall be known and entitled generally as the “First
Mortgage Bonds” of the Company. With respect to the Securities of any particular
series, the Company may incorporate in the general title of such Securities the
rate of interest borne by the Securities of such series, the maturity date or
any other words or figures descriptive thereof or of the security thereof or
distinctive or definitive of such series, as the Board of Directors of the
Company may determine.

     

     

    ARTICLE
IV

    ISSUANCE OF
SECURITIES

     

    
      	
              SECTION
      4.01  

            	
              General.

            


    

     

    Subject
to the provisions of Section 4.02, 4.03 or 4.04, whichever may be applicable,
the Trustee shall authenticate and deliver Securities of a series, for original
issue, at any time or from time to time in accordance with the Company Order
referred to below, upon receipt by the Trustee of:

     

    (a) the
instrument or instruments establishing the form or forms and terms of such
series, as provided in Sections 2.01 and 3.01;

     

    
      
        
        

      

      
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    (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
indenture supplemental hereto or in a Board Resolution, or in an Officer’s
Certificate pursuant to a supplemental indenture or Board Resolution, all as
contemplated by Section 3.01, 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 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) the
Securities of such series, executed on behalf of the Company by an Authorized
Officer;

     

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

     

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

     

    (ii)           the
terms of such Securities have been duly authorized by the Company and 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
or qualifications specified in such Opinion of Counsel, such Securities will
constitute valid obligations of the Company, entitled to the benefit of the Lien
of this Indenture equally and ratably with all other Securities then
Outstanding;

     

    provided, however, that, with
respect to 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 such Securities (provided
that such Opinion of Counsel addresses the authentication and delivery of all
such Securities) and that, in lieu of the opinions described in clauses (ii) and
(iii) above, 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, 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 authenticated and delivered by the Trustee in
accordance with this Indenture and the Company Order or Orders or the specified
procedures referred to in paragraph (x) above and issued and delivered by the
Company in the manner and subject to any conditions 

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

    specified
in such Opinion of Counsel, such Securities will constitute valid obligations of
the Company, entitled to the benefit of the Lien of this Indenture equally and
ratably with all other Securities then Outstanding;

     

    (e) an
Officer’s Certificate to the effect that, to the knowledge of the signer, no
Event of Default has occurred and is continuing; provided, however, that with
respect to Securities of a series subject to a Periodic Offering, either (i)
such an Officer’s Certificate shall be delivered at the time of the
authentication and delivery of each Security of such series or (ii) the
Officer’s Certificate delivered at or prior to the time of the first
authentication and delivery of the Securities of such series shall state that
the statements therein shall be deemed to be made at the time of each, or each
subsequent, authentication and delivery of Securities of such
series;

     

    (f) a Net
Earnings Certificate showing the Adjusted Net Earnings of the Company for the
period therein specified to have been not less than an amount equal to One and
Three-Fourths (1.75) times the Annual Interest Requirements therein specified,
all in accordance with the provisions of Section 1.04; provided, however, that
the Trustee shall not be entitled to receive a Net Earnings Certificate
hereunder if the Securities of such series are to have no Stated Interest Rate
prior to Maturity; and provided, further, that, with respect to Securities of a
series subject to a Periodic Offering, other than Securities theretofore
authenticated and delivered, (i) it shall be assumed in the Net Earnings
Certificate delivered in connection with the authentication and delivery of
Securities of such series that none of the Securities of such series not yet
authenticated and delivered shall have a Stated Interest Rate in excess of a
maximum rate to be stated therein, and thereafter no Securities of such series
which would have a Stated Interest Rate at the time of the initial
authentication and delivery thereof in excess of such maximum rate shall be
authenticated and delivered under the authority of such Net Earnings Certificate
but instead shall only be authenticated and delivered under the authority of a
new Net Earnings Certificate which complies with the requirements of this clause
(f), including the proviso relating to Securities of a series subject to a
Periodic Offering, and (ii) so long as the Stated Interest Rate that Securities
of a series subject to a Periodic Offering bear at the time of the initial
authentication and delivery thereof does not exceed the maximum rate assumed in
the most recent Net Earnings Certificate delivered with respect to the
Securities of such series, the Trustee shall not be entitled to receive a new
Net Earnings Certificate at the time of any subsequent authentication and
delivery of the Securities of such series (unless such Securities are
authenticated and delivered on or after the date which is two years after the
most recent Net Earnings Certificate with respect to such series was delivered
pursuant to this clause (f), in which case this subclause (ii) shall not apply),
provided that no Net Earnings Certificate shall be required in connection with
any issuance of Securities if the Company Order requesting the authentication
and delivery of such Securities is delivered to the Trustee on a date prior to
March 31, 2009; and

     

    (g) such
other Opinions of Counsel, certificates and other documents as may be required
under Sections 4.02, 4.03 or 4.04, whichever may be applicable to the
authentication and delivery of the Securities of such series.

     

    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 

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

    thereof
with the terms and conditions of this Indenture, upon the Opinion or Opinions of
Counsel and the certificates and other documents delivered pursuant to this
Article IV at or prior to the time of the first authentication and delivery of
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 regulation.

     

    
      	
              SECTION
      4.02  

            	
              Issuance
      of Securities on the Basis of Property
  Additions.

            


    

     

    (a) Securities
of any one or more series may be authenticated and delivered on the basis of
Property Additions which do not constitute Funded Property in a principal amount
not exceeding sixty-five percentum (65%) of the balance of the Cost or the Fair
Value to the Company of such Property Additions (whichever shall be less) after
making any deductions and any additions pursuant to Section
1.03(b).

     

    (b) Securities
of any series shall be authenticated and delivered by the Trustee on the basis
of Property Additions upon receipt by the Trustee of:

     

    (i) the
documents with respect to the Securities of such series specified in Section
4.01;

     

    (ii) an
Expert’s Certificate dated as of a date not more than ninety (90) days prior to
the date of the Company Order requesting the authentication and delivery of such
Securities;

     

    (A)           describing
all property constituting Property Additions and designated by the Company, in
its discretion, to be made the basis of the authentication and delivery of such
Securities (such description of property to be made by reference, at the
election of the Company, either to specified items, units and/or elements of
property or portions thereof, on a percentage or Dollar basis, or to properties
reflected in specified accounts or subaccounts in the Company’s books of account
or portions thereof, on a Dollar basis), and stating the Cost of such
property;

     

    (B)           stating
that all such property constitutes Property Additions;

     

    (C)           stating
that such Property Additions are desirable for use in the conduct of the
business, or one of the businesses, of the Company;

     

    (D)           stating
that such Property Additions, to the extent of the Cost or Fair Value to the
Company thereof (whichever is less) to be made the basis of the authentication
and delivery of such Securities, do not constitute Funded Property;

     

    (E)           stating,
except as to Property Additions acquired, made or constructed wholly through the
delivery of securities or other property or the

     

    
      
        
        

      

      
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     incurrence
of other obligations, that the amount of cash forming all or part of the Cost
thereof was equal to or more than an amount to be stated therein;

     

    (F)           briefly
describing, with respect to any Property Additions acquired, made or constructed
in whole or in part through the delivery of securities or other property or the
incurrence of other obligations, the securities or other property so delivered
or obligations so incurred and stating the date of such delivery or
incurrence;

     

    (G)           stating
what part, if any, of such Property Additions includes property which within six
months prior to the date of acquisition thereof by the Company had been used or
operated by others than the Company in a business similar to that in which it
has been or is to be used or operated by the Company and stating whether or not,
in the judgment of the signers, the Fair Value thereof to the Company, as of the
date of such certificate, is less than Twenty-Five Thousand Dollars ($25,000)
and whether or not such Fair Value is less than one percentum (1%) of the
aggregate principal amount of Securities then Outstanding;

     

    (H)           stating,
in the judgment of the signers, the Fair Value to the Company, as of the date of
such certificate, of such Property Additions, except any thereof with respect to
the Fair Value to the Company of which a statement is to be made in an
Independent Expert’s Certificate pursuant to clause (iii) below;

     

    (I)           stating
the amount required to be deducted under Section 1.03(b)(i) and the amounts
elected to be added under Section 1.03(b)(ii) in respect of Funded Property
retired of the Company;

     

    (J)           if
any property included in such Property Additions is subject to a Lien of the
character described (I) in clause (d) of the definition of Permitted Liens,
stating that such Lien does not, in the judgment of the signers, in the
aggregate materially impair the use by the Company of the Mortgaged Property
considered as a whole, or (II) in clause (g)(ii) of the definition of Permitted
Liens, stating that such Lien does not, in the judgment of the signers,
materially impair the use by the Company of such property for the purposes for
which it is held by the Company or (III) in clause (n)(ii) of the definition of
Permitted Liens, stating that the enforcement of such Lien would not, in the
judgment of the signers, adversely affect the interests of the Company in such
property in any material respect;

     

    (K)           stating
the lower of the Cost or the Fair Value to the Company of such Property
Additions, after the deductions therefrom and additions thereto specified in
such Expert’s Certificate pursuant to clause (I) above;

     

    (L)           stating
the amount equal to sixty-five percentum (65%) of the amount required to be
stated pursuant to clause (K) above; and

     

    
      
        
        

      

      
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    (M)           stating
the aggregate principal amount of the Securities to be authenticated and
delivered on the basis of such Property Additions (such amount not to exceed the
amount stated pursuant to clause (L) above);

     

    (iii) in case
any Property Additions are shown by the Expert’s Certificate provided for in
clause (ii) above to include property which, within six months prior to the date
of acquisition thereof by the Company, had been used or operated by others than
the Company in a business similar to that in which it has been or is to be used
or operated by the Company and such certificate does not show the Fair Value
thereof to the Company, as of the date of such certificate, to be less than
Twenty-Five Thousand Dollars ($25,000) or less than one percentum (1%) of the
aggregate principal amount of Securities then Outstanding, an Independent
Expert’s Certificate stating, in the judgment of the signer, the Fair Value to
the Company, as of the date of such Independent Expert’s Certificate, of (X)
such Property Additions which have been so used or operated and (at the option
of the Company) as to any other Property Additions included in the Expert’s
Certificate provided for in clause (ii) above and (Y) in case such Independent
Expert’s Certificate is being delivered in connection with the authentication
and delivery of Securities, any property so used or operated which has been
subjected to the Lien of this Indenture since the commencement of the then
current calendar year as the basis for the authentication and delivery of
Securities and as to which an Independent Expert’s Certificate has not
previously been furnished to the Trustee; and

     

    (iv) in case
any Property Additions are shown by the Expert’s Certificate provided for in
clause (ii) above to have been acquired, made or constructed in whole or in part
through the delivery of securities or other property, an Expert’s Certificate
stating, in the judgment of the signers, the fair market value in cash of such
securities or other property at the time of delivery thereof in payment for or
for the acquisition of such Property Additions;

     

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

     

    (A)           this
Indenture constitutes, or, upon the delivery of, and/or the filing and/or
recording in the proper places and manner of, the instruments of conveyance,
assignment or transfer, if any, specified in said opinion, will constitute, a
Lien on all the Property Additions to be made the basis of the authentication
and delivery of such Securities, subject to no Lien thereon prior to the Lien of
this Indenture except Permitted Liens; and

     

    (B)           the
Company has corporate authority to operate such Property Additions;
and

     

    (vi) copies of
the instruments of conveyance, assignment and transfer, if any, specified in the
Opinion of Counsel provided for in clause (v) above.

     

    
      	
              SECTION
      4.03  

            	
              Issuance
      of Securities on the Basis of Retired
  Securities.

            


    

     

    (a) Securities
of any one or more series may be authenticated and delivered on the basis of,
and in an aggregate principal amount not exceeding the aggregate principal
amount of, Retired Securities.

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

    (b) Securities
of any series shall be authenticated and delivered by the Trustee on the basis
of Retired Securities upon receipt by the Trustee of:

     

    (i) the
documents with respect to the Securities of such series specified in Section
4.01; provided, however, that no Net Earnings Certificate shall be required to
be delivered unless the maximum Stated Interest Rate, if any, on such Retired
Securities at the time of their authentication and delivery was less than the
maximum Stated Interest Rate, if any, on such Securities to be in effect upon
the initial authentication and delivery thereof; and

     

    (ii) an
Officer’s Certificate stating that Retired Securities, specified by series, in
an aggregate principal amount not less than the aggregate principal amount of
Securities to be authenticated and delivered, have theretofore been
authenticated and delivered and, as of the date of such Officer’s Certificate,
constitute, or will upon the occurrence of certain specified actions constitute,
Retired Securities and are the basis for the authentication and delivery of such
Securities.

     

    
      	
              SECTION
      4.04  

            	
              Issuance
      of Securities on the Basis of Deposit of
Cash.

            


    

     

    (a) Securities
of any one or more series may be authenticated and delivered on the basis of,
and in an aggregate principal amount not exceeding the amount of, any deposit
with the Trustee of cash for such purpose.

     

    (b) Securities
of any series shall be authenticated and delivered by the Trustee on the basis
of the deposit of cash when the Trustee shall have received, in addition to such
deposit, the documents with respect to the Securities of such series specified
in Section 4.01.

     

    (c) All cash
deposited with the Trustee under the provisions of this Section shall be held by
the Trustee as a part of the Mortgaged Property and may be withdrawn from time
to time by the Company, upon application of the Company to the Trustee, in an
amount equal to the aggregate principal amount of Securities to the
authentication and delivery of which the Company shall be entitled under any of
the provisions of this Indenture by virtue of compliance with all applicable
provisions of this Indenture (except as hereinafter in this subsection (c)
otherwise provided).

     

    Upon any
such application for withdrawal, the Company shall comply with all applicable
provisions of this Indenture relating to the authentication and delivery of
Securities except that the Company shall not in any event be required to deliver
the documents specified in Section 4.01.

     

    Any
withdrawal of cash under this subsection (c) shall operate as a waiver by the
Company of its right to the authentication and delivery of the Securities on
which it is based and such Securities may not thereafter be authenticated and
delivered hereunder. Any Property Additions which have been made the basis of
any such right to the authentication and delivery of Securities so waived shall
be deemed to have been made the basis of the withdrawal of such cash; and any
Retired Securities which have been made the basis of any such right to the
authentication and delivery of Securities so waived shall be deemed to have been
made the basis of the withdrawal of such cash.

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

    (d) If at any
time the Company shall so direct, any sums deposited with the Trustee under the
provisions of this Section may be used or applied to the purchase, payment or
redemption of Securities in the manner and subject to the conditions provided in
clauses (d) and (e) of Section 8.06.

     

     

    ARTICLE
V

    REDEMPTION OF
SECURITIES

     

    
      	
              SECTION
      5.01  

            	
              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 3.01 for Securities of such
series or Tranche) in accordance with this Article.

     

    
      	
              SECTION
      5.02  

            	
              Election
      to Redeem; Notice to Trustee.

            


    

     

    The
election of the Company to redeem any Securities shall be evidenced by a Board
Resolution or an Officer’s Certificate. The Company shall, at least fifteen (15)
days prior to the date that any notice of redemption is given to the Holders
(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. 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
      5.03  

            	
              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
Trustee from the Outstanding Securities of such series or Tranche not previously
called for redemption, by such method as shall be provided for by any particular
series or Tranche, or, in the absence of any such provision, by such method of
random selection as the Trustee shall deem fair and appropriate and which may,
in any case, provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Securities of such series or Tranche or any
integral multiple thereof) 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 Trustee, if so directed by Company Order, shall select for redemption all or
any principal amount of such Securities which have not been so
tendered.

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

    The
Trustee shall promptly notify the Company 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.

     

    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
      5.04  

            	
              Notice
      of Redemption; Deposit.

            


    

     

    (a) Notice of
redemption shall be given in the manner provided in Section 1.09 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.

     

    (b) With
respect to Securities of each series, or any Tranche thereof, to be redeemed,
each notice of redemption shall identify the Securities to be redeemed
(including CUSIP numbers) and shall state:

     

    (i) the
Redemption Date;

     

    (ii) the
Redemption Price (or the manner of calculation thereof);

     

    (iii) if less
than all the Outstanding 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;

     

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

     

    (v) the place
or places where such 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 3.01 with respect to such Securities that
such surrender shall not be required;

     

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

     

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

     

    (c) 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 9.01, 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, 

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

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

     

    (d) 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, at the Company’s request, by the Security Registrar in
the name and at the expense of the Company.

     

    (e) On or
before the Redemption Date specified in the notice of redemption given as
provided in this Section, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 6.03) an amount of money sufficient to
pay the Redemption Price of, and (except if the Redemption Date shall be an
Interest Payment Date) accrued interest on, all the Securities which are to be
redeemed on that date.

     

    (f) The
notice of redemption if given in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the Holder
receives such notice.  In any case, a failure to give such notice by
mail or any defect in the notice to the Holder of any Security designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security.

     

    
      	
              SECTION
      5.05  

            	
              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 3.01 with respect to such Security; and
provided, further, that, except as otherwise specified as contemplated by
Section 3.01 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 3.07.

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
      5.06  

            	
              Securities
      Redeemed in Part.

            


    

     

    Any
Security which is to be redeemed only in part shall be surrendered at a Place of
Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall 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 as 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.

     

     

    ARTICLE
VI

    COVENANTS

     

    
      	
              SECTION
      6.01  

            	
              Payment
      of Securities; Lawful Possession; Maintenance of
  Lien.

            


    

     

    (a) The
Company represents that at the Execution Date, the Company is lawfully possessed
of the Mortgaged Property.

     

    (b) The
Company covenants and agrees that it 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.

     

    (c) The
Company covenants and agrees that it shall maintain and preserve the Lien of
this Indenture so long as any Securities shall remain Outstanding, subject,
however, to the provisions of Article VIII and Article XIV.

     

    
      	
              SECTION
      6.02  

            	
              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
initially appoints the Trustee as its agent for said purpose. 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 1.09. 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 

     

    
      
        
        

      

      
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    foregoing
purposes and may from time to time rescind such designations; provided, however,
that, unless otherwise specified as contemplated by Section 3.01 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 1.09, 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, in which event the
Company shall perform all functions to be performed at such office or
agency.

     

    
      	
              SECTION
      6.03  

            	
              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 of 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 or 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


     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

    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 IX; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.

     

    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, shall, upon receipt of a Company Request and at the expense of the
Company, cause to be mailed, on one occasion only, notice to such Holder that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than thirty (30) days from the date of such mailing, any
unclaimed balance of such money then remaining will be paid to the
Company.

     

    
      	
              SECTION
      6.04  

            	
              Corporate
      Existence.

            


    

     

    Subject
to the rights of the Company under Article XIII, the Company shall do or cause
to be done all things necessary to preserve and keep its existence as a
corporation or, in the case of a Successor Corporation, its existence as a
corporation or a Person, as the case may be, in full force and
effect.

     

    
      	
              SECTION
      6.05  

            	
              Maintenance
      of Properties.

            


    

     

    The
Company shall cause (or, with respect to property owned in common with others,
make reasonable effort to cause) the Mortgaged Property, considered as a whole,
to be maintained and kept in good condition, repair and working order and shall
cause (or, with respect to property owned in common with others, make reasonable
effort to cause) to be made such repairs, renewals, replacements, betterments
and improvements thereof, as, in the judgment of the Company, may be necessary
in order that the operation of the Mortgaged Property, considered as a whole,
may be conducted in accordance with common industry practice; provided, however,
that nothing in this Section shall prevent the Company from discontinuing, or
causing the discontinuance of, the operation and maintenance of any portion of
the Mortgaged Property; and provided, further, that nothing in this Section
shall prevent the Company from 

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

    selling,
transferring or otherwise disposing of, or causing the sale, transfer or other
disposition of, any portion of the Mortgaged Property.

     

    
      	
              SECTION
      6.06  

            	
              Payment
      of Taxes; Discharge of Liens.

            


    

     

    The
Company shall pay all taxes and assessments and other governmental charges
lawfully levied or assessed upon the Mortgaged Property, or upon any part
thereof, or upon the interest of the Trustee in the Mortgaged Property, before
the same shall become delinquent, and shall make reasonable effort to observe
and conform in all material respects to all valid requirements of any
Governmental Authority relative to any of the Mortgaged Property and all
covenants, terms and conditions upon or under which any of the Mortgaged
Property is held; and the Company shall not suffer any Lien to be created upon
the Mortgaged Property, or any part thereof, prior to the Lien hereof, other
than Permitted Liens and other than, in the case of property hereafter acquired,
Purchase Money Liens and any other Liens existing or placed thereon at the time
of the acquisition thereof; provided, however, that nothing in this Section
contained shall require the Company (i) to observe or conform to any requirement
of Governmental Authority or to cause to be paid or discharged, or to make
provision for, any such Lien, or to pay any such tax, assessment or governmental
charge so long as the validity thereof shall be contested in good faith and by
appropriate legal proceedings or such Lien, tax, assessment or charge is not
greater than Five Million Dollars ($5,000,000) in the aggregate, (ii) to pay,
discharge or make provisions for any tax, assessment or other governmental
charge, the validity of which shall not be so contested if adequate security for
the payment of such tax, assessment or other governmental charge and for any
penalties or interest which may reasonably be anticipated from failure to pay
the same shall be given to the Trustee under arrangements satisfactory to the
Trustee or (iii) to pay, discharge or make provisions for any Liens existing on
the Mortgaged Property at the Execution Date; and provided, further, that
nothing in this Section shall prohibit the issuance or other incurrence of
additional indebtedness, or the refunding of outstanding indebtedness, secured
by any Lien prior to the Lien hereof which is permitted hereunder to continue to
exist.

     

    
      	
              SECTION
      6.07  

            	
              Insurance.

            


    

     

    (a) The
Company shall (i) keep or cause to be kept all the Mortgaged Property insured
against loss by fire, to the extent that property of similar character is
usually so insured by companies similarly situated and operating like
properties, to a reasonable amount, by reputable insurance companies, the
proceeds of such insurance (except as to any loss of Excepted Property and
except as to any particular loss less than the greater of (A) Ten Million
Dollars ($10,000,000) and (B) three percentum (3%) of the principal amount
of Securities Outstanding on the date of such particular loss) to be made
payable, subject to applicable law and regulations, to the Trustee as the
interest of the Trustee may appear, or to the trustee or other holder of any
other Lien prior hereto upon property subject to the Lien hereof, if the terms
thereof require such payment or (ii) in lieu of or supplementing such insurance
in whole or in part, adopt some other method or plan of protection against loss
by fire at least equal in protection to the method or plan of protection against
loss by fire of companies similarly situated and operating properties subject to
similar fire hazards or properties on which an equal primary fire insurance rate
has been set by reputable insurance companies; and if the Company shall adopt
such other method or plan of protection, it shall, subject to applicable law and
regulations (and except as to any loss of 

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

    Excepted
Property and except as to any particular loss less than the greater of
(X) Ten Million Dollars ($10,000,000) and (Y) three
percentum (3%) of the principal amount of Securities Outstanding on the date of
such particular loss) pay to the Trustee on account of any loss covered by such
method or plan an amount in cash equal to the amount of such loss less any
amounts otherwise paid to the Trustee in respect of such loss or paid to the
trustee or other holder of any other Lien prior hereto upon property subject to
the Lien hereof in respect of such loss if the terms thereof require such
payment. Any cash so required to be paid by the Company pursuant to any such
method or plan shall for the purposes of this Indenture be deemed to be proceeds
of insurance.

     

    Anything
herein to the contrary notwithstanding, the Company may have fire insurance
policies with (i) a deductible provision in a dollar amount per occurrence not
exceeding the greater of (A) Ten Million Dollars ($10,000,000) and
(B) three percentum (3%) of the principal amount of the Securities
Outstanding on the date such policy goes into effect, and/or (ii) co-insurance
or self insurance provisions with a dollar amount per occurrence not exceeding
thirty percentum (30%) of the loss proceeds otherwise payable; provided,
however, that the dollar amount described in clause (i) above may be exceeded to
the extent such dollar amount per occurrence is below the deductible amount in
effect as to fire insurance (X) on property of similar character insured by
companies similarly situated and operating like property or (Y) on property as
to which an equal primary fire insurance rate has been set by reputable
insurance companies.

     

    (b) All
moneys paid to the Trustee by the Company in accordance with this Section or
received by the Trustee as proceeds of any insurance, in either case on account
of a loss on or with respect to Funded Property, shall, subject to the
requirements of any other Lien prior hereto upon property subject to the Lien
hereof, be held by the Trustee and, subject as aforesaid and provided that no
Event of Default shall have occurred and be continuing, shall be paid by it to
the Company to reimburse the Company for an equal amount expended or committed
for expenditure in the rebuilding, renewal and/or replacement of or substitution
for the property destroyed or damaged or lost, upon receipt by the Trustee
of:

     

    (i) a Company
Request requesting such payment;

     

    (ii) an
Expert’s Certificate:

     

    (A)           describing
the property so damaged or destroyed or otherwise lost;

     

    (B)           stating
the Cost of such property (or, if the Fair Value to the Company of such property
at the time the same became Funded Property was certified to be an amount less
than the Cost thereof, then such Fair Value, as so certified, in lieu of Cost)
or, if such damage or destruction shall have affected only a portion of such
property, stating the allocable portion of such Cost or Fair Value;

     

    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    

    (C)           stating
the amounts so expended or committed for expenditure in the rebuilding, renewal,
replacement of and/or substitution for such property; and

     

    (D)           stating
the Fair Value to the Company of such property as rebuilt or renewed or as to be
rebuilt or renewed and/or of the replacement or substituted property; and
if

     

    (I)           within
six months prior to the date of acquisition thereof by the Company, such
property has been used or operated, by a person or persons other than the
Company, in a business similar to that in which it has been or is to be used or
operated by the Company; and

     

    (II)           the
Fair Value to the Company of such property as set forth in such Expert’s
Certificate is not less than Twenty-Five Thousand Dollars ($25,000) and not less
than one percentum (1%) of the aggregate
principal amount of the Securities at the time Outstanding;

     

    the
Expert making the statement required by this clause (D) shall be an Independent
Expert; and

     

    (iii) an
Opinion of Counsel stating that, in the opinion of the signer, the property so
rebuilt or renewed or to be rebuilt or renewed, and/or the replacement property,
is or will be subject to the Lien hereof to the same extent as was the property
so destroyed or damaged or otherwise lost.

     

    Any such
moneys not so applied within thirty-six (36) months after its receipt by the
Trustee, or in respect of which notice in writing of intention to apply the same
to the work of rebuilding, renewal, replacement or substitution then in progress
and uncompleted shall not have been given to the Trustee by the Company within
such thirty-six (36) months, or which the Company shall at any time notify the
Trustee is not to be so applied, shall thereafter be withdrawn, used or applied
in the manner, to the extent and for the purposes, and subject to the
conditions, provided in Section 8.06; provided, however, that if the amount of
such moneys shall exceed sixty-five percentum (65%) of the amount stated
pursuant to clause (B) in the Expert’s Certificate referred to above, the amount
of such excess shall not be deemed to be Funded Cash, shall not be subject to
Section 8.06 and shall be remitted to or upon the order of the Company upon the
withdrawal, use or application of the balance of such moneys pursuant to Section
8.06.

     

    Anything
in this Indenture to the contrary notwithstanding, if property on or with
respect to which a loss occurs constitutes Funded Property in part only, the
Company may, at its election, obtain the reimbursement of insurance proceeds
attributable to the part of such property which constitutes Funded Property
under this subsection (b) and obtain the reimbursement of insurance proceeds
attributable to the part of such property which does not constitute Funded
Property under subsection (c) of this Section 6.07.

     

    
      
        
        

      

      
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    (c) All
moneys paid to the Trustee by the Company in accordance with this Section or
received by the Trustee as proceeds of any insurance (including proceeds from
any title insurance policy, provided that the last
paragraph of this Section 6.07(c) shall not apply to the proceeds received from
any title insurance policy), in either case on account of a loss on or with
respect to property which does not constitute Funded Property, shall, subject to
the requirements of any other Lien prior hereto upon property subject to the
Lien hereof, be held by the Trustee and, subject as aforesaid and provided that
no Event of Default shall have occurred and be continuing, shall be paid by it
to the Company upon receipt by the Trustee of:

     

    (i) a Company
Request requesting such payment;

     

    (ii) an
Expert’s Certificate stating:

     

    (A)           that
such moneys were paid to or received by the Trustee on account of a loss on or
with respect to property which does not constitute Funded Property;
and

     

    (B)           if
true, either (I) that the aggregate amount of the Cost or Fair Value to the
Company (whichever is less) of all Property Additions which do not constitute
Funded Property (excluding, to the extent of such loss, the property on or with
respect to which such loss was incurred), after making deductions therefrom and
additions thereto of the character contemplated by Section 1.03, is not less
than zero (0) or (II) that the amount of such loss does not exceed the aggregate
Cost or Fair Value to the Company (whichever is less) of Property Additions
acquired, made or constructed on or after the ninetieth (90th) day prior to the
date of the Company Request requesting such payment; or

     

    (C)           if
neither of the statements contemplated in subclause (B) above can be made, the
amount by which zero (0) exceeds the amount referred to in subclause (B)(I)
above (showing in reasonable detail the calculation thereof); and

     

    (iii) if the
Expert’s Certificate required by clause (ii) above contains neither of the
statements contemplated in clause (ii)(B) above, an amount in cash, to be held
by the Trustee as part of the Mortgaged Property, equal to sixty-five percentum
(65%) of the amount shown in clause (ii)(C) above.

     

    To the
extent that the Company shall be entitled to withdraw proceeds of insurance
pursuant to this subsection (c), such proceeds shall be deemed not to constitute
Funded Cash.

     

    (d) Whenever
under the provisions of this Section the Company is required to deliver moneys
to the Trustee and at the same time shall have satisfied the conditions set
forth herein for payment of moneys by the Trustee to the Company, there shall be
paid to or retained by the Trustee or paid to the Company, as the case may be,
only the net amount.

     

    
      
        
        

      

      
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              SECTION
      6.08  

            	
              Recording,
      Filing, Etc.

            


    

     

    The
Company shall cause this Indenture and all indentures and instruments
supplemental hereto (or notices, memoranda or financing statements as may be
recorded or filed to place third parties on notice thereof) to be promptly
recorded and filed and re-recorded and re-filed in such manner and in such
places, as may be required by law and applicable regulations in order fully to
preserve and protect the security of the Holders of the Securities and all
rights of the Trustee, and shall furnish to the Trustee:

     

    (a) promptly
after the execution and delivery of this Indenture, as originally executed and
delivered, and of each supplemental indenture, an Opinion of Counsel either
stating that in the opinion of such counsel this Indenture or such supplemental
indenture (or any other instrument, notice, memorandum or financing statement in
connection therewith) has been properly recorded and filed, so as to make
effective the Lien intended to be created hereby or thereby and reciting the
details of such action or stating that in the opinion of such counsel no such
action is necessary to make such Lien effective. The Company shall be deemed to
be in compliance with this subsection (a) if (i) the Opinion of Counsel herein
required to be delivered to the Trustee shall state that this Indenture or such
supplemental indenture (or any other instrument, notice, memorandum or financing
statement in connection therewith) has been received for recording or filing in
each jurisdiction in which it is required to be recorded or filed and that, in
the opinion of such counsel (if such is the case), such receipt for recording or
filing makes effective the Lien intended to be created by this Indenture or such
supplemental indenture, and (ii) such opinion is delivered to the Trustee within
such time, following the Execution Date, or such supplemental indenture, as
shall be practicable having due regard to the number and distance of the
jurisdictions in which this Indenture or such supplemental indenture (or such
other instrument, notice, memorandum or financing statement in connection
therewith) is required to be recorded or filed; and

     

    (b) beginning
May 1, 2010 and each May 1 thereafter, an Opinion of Counsel stating either (i)
that in the opinion of such counsel such action has been taken, since the date
of the most recent Opinion of Counsel furnished pursuant to this subsection (b)
or the first Opinion of Counsel furnished pursuant to subsection (a) of this
Section, with respect to the recording, filing, re-recording, and re-filing of
this Indenture and of each indenture supplemental to this Indenture (or any
other instrument, notice, memorandum or financing statement in connection
therewith), as is necessary to maintain the effectiveness of the Lien hereof and
reciting the details of such action, or (ii) that in the opinion of such counsel
no such action is necessary to maintain the effectiveness of such
Lien.

     

    The
Company shall execute and deliver such supplemental indenture or indentures and
such further instruments and do such further acts as may be necessary or proper
to carry out the purposes of this Indenture and to make subject to the Lien
hereof any property hereafter acquired, made or constructed and intended to be
subject to the Lien hereof, and to transfer to any new trustee or trustees or
co-trustee or co-trustees, the estate, powers, instruments or funds held in
trust hereunder.

     

    Any Board
Resolution or an Officer’s Certificate pursuant to a Board Resolution or a
supplemental indenture establishing the form or forms or the terms of Securities
of a series as 

     

    
      
        
        

      

      
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    contemplated
by Sections 2.01 or 3.01 shall not for purposes of this Section 6.08 be deemed
to be a “supplemental indenture,” “indenture supplemental” to this Indenture or
“instrument” supplemental to this Indenture.

     

    
      	
              SECTION
      6.09  

            	
              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 one or more Tranches thereof, as contemplated by Section
3.01, if before the time for such compliance the Holders of at least a majority
in aggregate principal amount of the Outstanding 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 of the matters contemplated in clause (a), (b), (c) or (d)
in Section 14.02 without the consent of the Holders specified in such Section;
and

     

    (b) Section
6.04, 6.05 or 6.07 or Article XIII if before the time for such compliance the
Holders of at least 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
      6.10  

            	
              Annual
      Officer’s Certificate as to Compliance; Certificates of No
      Default.

            


    

     

    Within
one hundred twenty (120) days after the end of each fiscal year of the Company
ending after the date hereof, the Company shall deliver to the Trustee an
Officer’s Certificate which need not comply with Section 1.05, executed by the
principal executive officer, the principal financial officer or the principal
accounting officer of the Company, as to such officer’s knowledge of the
Company’s compliance with all conditions and covenants under this Indenture,
such compliance to be determined (solely for the purpose of this Section 6.10)
without regard to any period of grace or requirement of notice under this
Indenture.

     

    The
Company shall deliver to the Trustee, as soon as possible and in any event
within five days after the Company becomes aware of the occurrence of an Event
of Default or an event which, with notice or the lapse of time or both, would
constitute an Event of Default, an Officer’s Certificate setting forth the
details of such Event of Default or default and the action which the Company
proposes to take with respect thereto.

     

    
      
        
        

      

      
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    ARTICLE
VII

    [INTENTIONALLY
OMITTED]

     

     

    ARTICLE
VIII

    POSSESSION, USE AND RELEASE
OF MORTGAGED PROPERTY

     

    
      	
              SECTION
      8.01  

            	
              Quiet
      Enjoyment.

            


    

     

    Unless
one or more Events of Default shall have occurred and be continuing, the Company
shall be permitted to possess, use and enjoy the Mortgaged Property (except, to
the extent not herein otherwise provided, such cash and securities as are
expressly required to be deposited with the Trustee).

     

    
      	
              SECTION
      8.02  

            	
              Dispositions
      Without Release.

            


    

     

    Unless an
Event of Default shall have occurred and be continuing, the Company may at any
time and from time to time, without any release or consent by, or report to, the
Trustee:

     

    (a) sell or
otherwise dispose of, free from the Lien of this Indenture, any facilities,
machinery, equipment and fixtures, apparatus, switchyards, towers, substations,
transformers, poles, lines, cables, conduits, ducts, conductors, meters, street
lights, regulators, holders, tanks, retorts, purifiers, odorizers, scrubbers,
compressors, valves, pumps, mains, pipes, service pipes, fittings, connections,
services, tools, implements, or any other fixtures or personalty, then subject
to the Lien hereof, which shall have become old, inadequate, obsolete, worn out,
unfit, unadapted, unserviceable, undesirable or unnecessary for use in the
operations of the Company upon replacing the same by, or substituting for the
same, similar or analogous property, or other property performing a similar or
analogous function or otherwise obviating the need therefor, having a Fair Value
to the Company at least equal to that of the property sold or otherwise disposed
of and subject to the Lien hereof, subject to no Liens prior hereto except
Permitted Liens and any other Liens to which the property sold or otherwise
disposed of was subject;

     

    (b) cancel or
make changes or alterations in or substitutions for any and all easements,
servitudes, rights-of-way and similar rights and/or interests;

     

    (c) surrender
or assent to the modification of any right, power, franchise, license,
governmental consent or permit under which it may be operating, provided that
any such surrender, assent or modification which adversely affects the Mortgaged
Property, taken as a whole, in any material respect is, in the opinion of any
Authorized Officer of the Company (such opinion to be stated in an Officer’s
Certificate to be filed with the Trustee), necessary or desirable in the conduct
of the business of the Company; and

     

    (d) grant,
free from the Lien of this Indenture, easements, ground leases or rights-of-way
in, upon, over and/or across the property or rights-of-way of the Company for
the purpose of roads, pipe lines, transmission lines, distribution lines,
communication lines, railways, removal of coal or other minerals or timber, and
other like purposes, or for the joint or common 

     

    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    

    use of
real property, rights-of-way, facilities and/or equipment; provided, however,
that such grant shall not materially impair the use of the property or
rights-of-way for the purposes for which such property or rights-of-way are held
by the Company.

     

    
      	
              SECTION
      8.03  

            	
              Release
      of Funded Property.

            


    

     

    Unless an
Event of Default shall have occurred and be continuing, the Company may obtain
the release of any part of the Mortgaged Property, or any interest therein,
which constitutes Funded Property, and the Trustee shall release all its right,
title and interest in and to the same from the Lien hereof, upon receipt by the
Trustee of:

     

    (a) a Company
Order requesting the release of such property and transmitting therewith a form
of instrument to effect such release;

     

    (b) an
Officer’s Certificate stating that, to the knowledge of the signer, no Event of
Default has occurred and is continuing;

     

    (c) an
Expert’s Certificate made and dated not more than ninety (90) days prior to the
date of such Company Order:

     

    (i) describing
the property to be released;

     

    (ii) stating
the Fair Value, in the judgment of the signers, of the property to be
released;

     

    (iii) stating
the Cost of the property to be released (or, if the Fair Value to the Company of
such property at the time the same became Funded Property was certified to be an
amount less than the Cost thereof, then such Fair Value, as so certified, in
lieu of Cost); and

     

    (iv) stating
that, in the judgment of the signers, such release will not impair the security
under this Indenture in contravention of the provisions hereof;

     

    (d) an amount
in cash to be held by the Trustee as part of the Mortgaged Property, equal to
the amount, if any, by which sixty-five percentum (65%) of the amount referred
to in clause (c)(iii) above exceeds the aggregate of the following
items:

     

    (i) an amount
equal to sixty-five percentum (65%) of the aggregate principal amount of any
obligations secured by Purchase Money Lien delivered to the Trustee, to be held
as part of the Mortgaged Property, subject to the limitations hereafter in this
Section set forth;

     

    (ii) an amount
equal to sixty-five percentum (65%) of the Cost or Fair Value to the Company
(whichever is less), after making any deductions and any additions pursuant to
Section 1.03, of any Property Additions not constituting Funded Property
described in an Expert’s Certificate, dated not more than ninety (90) days prior
to the date of the Company Order requesting such release and complying with
clause (ii) and, to the extent applicable, clause (iii) in Section 4.02(b),
delivered to the Trustee; provided, however, that the deductions and


     

    
      
        
        

      

      
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    additions
contemplated by Section 1.03 shall not be required to be made if such Property
Additions were acquired, made or constructed on or after the ninetieth (90th)
day preceding the date of such Company Order;

     

    (iii) the
aggregate principal amount of Securities to the authentication and delivery of
which the Company shall be entitled under the provisions of Section 4.03, by
virtue of compliance with all applicable provisions of Section 4.03 (except as
hereinafter in this Section otherwise provided); provided, however, that such
release shall operate as a waiver by the Company of the right to the
authentication and delivery of such Securities and, to such extent, no such
Securities may thereafter be authenticated and delivered hereunder; and any
Securities which were the basis of such right to the authentication and delivery
of Securities so waived shall be deemed to have been made the basis of such
release of property;

     

    (iv) any
amount in cash and/or an amount equal to sixty-five percentum (65%) of the
aggregate principal amount of any obligations secured by Purchase Money Lien
that, in either case, is evidenced to the Trustee by a certificate of the
trustee or other holder of a Lien prior to the Lien of this Indenture to have
been received by such trustee or other holder in accordance with the provisions
of such Lien in consideration for the release of such property or any part
thereof from such Lien, all subject to the limitations hereafter in this Section
set forth;

     

    (v) the
aggregate principal amount of any Outstanding Securities delivered to the
Trustee; and

     

    (vi) any taxes
and expenses incidental to any sale, exchange, dedication or other disposition
of the property to be released;

     

    (e) if the
release is on the basis of Property Additions or on the basis of the right to
the authentication and delivery of Securities under Section 4.03, all documents
contemplated below in this Section; and

     

    (f) if the
release is on the basis of the delivery to the Trustee or to the trustee or
other holder of a prior Lien of obligations secured by Purchase Money Lien, all
documents contemplated below in this Section, to the extent
required.

     

    If and to
the extent that the release of property is, in whole or in part, based upon
Property Additions (as permitted under the provisions of clause (d)(ii) in the
first paragraph of this Section), the Company shall, subject to the provisions
of said clause (d)(ii) and except as hereafter in this paragraph provided,
comply with all applicable provisions of this Indenture as if such Property
Additions were to be made the basis of the authentication and delivery of
Securities equal in principal amount to sixty-five percentum (65%)  of the Cost (or, as to
property of which the Fair Value to the Company at the time the same became
Funded Property was certified to be an amount less than the Cost thereof, such
Fair Value, as so certified, in lieu of Cost) of that portion of the property to
be released which is to be released on the basis of such Property Additions, as
shown by the Expert’s Certificate required by clause (c) in the first paragraph
of this Section; provided, however, that the Cost of any Property Additions
received or to be received by the Company in whole or in part as consideration
in exchange for the property to be released shall for all purposes of this
Indenture be deemed to be the amount stated in the 

     

    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

    

    Expert’s
Certificate provided for in clause (c) in the first paragraph of this Section to
be the Fair Value of the property to be released (x) plus the amount of any cash
and the fair market value of any other consideration, further to be stated in
such Expert’s Certificate, paid and/or delivered or to be paid and/or delivered
by, and the amount of any obligations assumed or to be assumed by, the Company
in connection with such exchange as additional consideration for such Property
Additions and/or (y) less the amount of any cash and the fair market value of
any other consideration, which shall also be stated in such Expert’s
Certificate, received or to be received by the Company in connection with such
exchange in addition to such Property Additions. If and to the extent that the
release of property is in whole or in part based upon the right to the
authentication and delivery of Securities under Section 4.03 (as permitted under
the provisions of clause (d)(iii) in the first paragraph of this Section), the
Company shall, except as hereafter in this paragraph provided, comply with all
applicable provisions of Section 4.03 relating to such authentication and
delivery. Notwithstanding the foregoing provisions of this paragraph, in no
event shall the Company be required to deliver the documents specified in
Section 4.01.

     

    If the
release of property is, in whole or in part, based upon the delivery to the
Trustee or the trustee or other holder of a Lien prior to the Lien of this
Indenture of obligations secured by Purchase Money Lien, the Company shall
deliver to the Trustee:

     

    (i)           an
Officer’s Certificate (A) stating that no event has occurred and is continuing
which entitles the holder of such Purchase Money Lien to accelerate the maturity
of the obligations, if any, outstanding thereunder and (B) reciting the
aggregate principal amount of obligations, if any, then outstanding thereunder
in addition to the obligations then being delivered in connection with the
release of such property and the terms and conditions, if any, on which
additional obligations secured by such Purchase Money Lien are permitted to be
issued; and

     

    (ii)           an
Opinion of Counsel stating that, in the opinion of the signer, (i) such
obligations are valid and legally binding obligations, enforceable against the
Company (subject to customary exceptions) and entitled to the benefit of such
Purchase Money Lien equally and ratably with all other obligations, if any, then
outstanding thereunder, and (ii) that such Purchase Money Lien constitutes, or,
upon the delivery of, and/or the filing and/or recording in the proper places
and manner of, the instruments of conveyance, assignment or transfer, if any,
specified in such opinion, will constitute, a Lien upon the property to be
released, subject to no Lien prior thereto except Liens generally of the
character of Permitted Liens and such Liens, if any, as shall have existed
thereon immediately prior to such release as Liens prior to the Lien of this
Indenture.

     

    Anything
herein to the contrary notwithstanding (a) the aggregate principal amount of
obligations secured by Purchase Money Liens which may be used pursuant to
subclause (i) and/or subclause (iv) of clause (d) in the first paragraph of this
Section as the basis for the release of property from the Lien of this Indenture
shall not exceed seventy-five percentum (75%) of the Fair Value of the property
to be released, as certified pursuant to clause (c)(ii) in the first paragraph
of this Section, and (b) no obligations secured by Purchase Money Liens shall be
used as the basis for the release of property hereunder, if the aggregate
principal amount of such obligations to be used by the Company pursuant to
subclause (i) and/or subclause (iv) of such clause (d) plus the aggregate
principal amount used by the Company pursuant to said subclause 

     

    
      
        
        

      

      
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    (i) and
subclause (iv) in connection with all previous releases of property from the
Lien hereof on the basis of obligations secured by a Purchase Money Lien
theretofore delivered to and then held by the Trustee or the trustee or other
holder of a Lien prior to the Lien of this Indenture shall, immediately after
the release then being applied for, exceed forty percentum (40%) of the
aggregate principal amount of Securities then Outstanding; provided, however,
that the limitation set forth in clause (a) above shall not be applicable if no
additional obligations are then outstanding, or are permitted to be issued,
under the Purchase Money Lien securing such obligations; and provided, further,
that there shall not be taken into account for purposes of the calculation
contemplated in clause (b) above any obligations secured by Purchase Money Lien
with respect to which there shall have been delivered to the
Trustee:

     

    (x)           an
Officer’s Certificate (i) if any obligations shall then be outstanding under
such Purchase Money Lien and/or additional obligations are permitted to be
issued thereunder, either (A) stating that the terms of such Purchase Money
Lien, as then in effect, do not permit the issuance of obligations thereunder on
the basis of property additions in a principal amount exceeding sixty-five
percentum (65%)  of
the balance of the cost or fair value of such property additions to the issuer
thereof (whichever shall be less) after making deductions and additions similar
to those provided for in Section 1.03, or (B) in the event that the statements
contained in clause (A) above cannot be made, stating that such issuer has
irrevocably waived its right to the authentication and delivery of obligations
under such Purchase Money Lien (1) on any basis, in a principal amount equal to
the excess of (I) the aggregate principal amount of obligations, if any, then
outstanding under such Purchase Money Lien which were issued on the basis of
property additions or on the basis of the retirement of obligations which were
issued (whether directly or indirectly when considered in light of the
successive issuance and retirement of obligations) on the basis of property
additions over (II) an amount equal to sixty-five percentum (65%) of the
aggregate Dollar amount of property additions certified as the basis for the
issuance of such obligations then outstanding and (2) on the basis of property
additions, in a principal amount exceeding sixty-five percentum (65%)  of the balance of the
cost or fair value thereof to such issuer (whichever shall be less) after making
deductions and additions similar to those provided for in Section 1.03 and (ii)
stating either (A) that the obligations secured by such Purchase Money Lien
delivered to the Trustee or to the trustee or other holder of a Lien prior to
the Lien of this Indenture as the basis for such release of property contain a
provision for mandatory redemption upon the acceleration of the maturity of all
Outstanding Securities following an Event of Default (whether or not such
redemption may be rescinded upon the rescission of such acceleration) or (B)
that so long as such obligations are held by the Trustee or the trustee or other
holder of such a prior Lien, an Event of Default under this Indenture
constitutes a matured event of default under such Purchase Money Lien (provided,
however, that the waiver or cure of such Event of Default hereunder and the
rescission and annulment of the consequences thereof may constitute a cure of
the corresponding event of default under such Purchase Money Lien and a
rescission and annulment of the consequences thereof); and

     

    (y)           an
Opinion or Opinions of Counsel to the effect that (i) if any obligations shall
then be outstanding under such Purchase Money Lien and/or additional obligations
are permitted to be issued thereunder, either (A) that the terms of such
Purchase Money 

     

    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

    

    Lien, as
then in effect, do not permit the issuance of obligations thereunder upon the
basis of property additions in a principal amount exceeding sixty-five percentum
(65%) of the balance of the cost or the fair value thereof to the issuer of such
obligations (whichever shall be less) after making deductions and additions
similar to those provided for in Section 1.03, or, if such is not the case, (B)
that the waivers contemplated by clause (x)(i)(B) above have been duly made and
(ii) either (A) that the obligations secured by such Purchase Money Lien
delivered to the Trustee or to the trustee or other holder of a Lien prior to
the Lien of this Indenture as the basis for such release of property contain a
provision for mandatory redemption upon an acceleration of the maturity of all
Outstanding Securities following an Event of Default (whether or not such
redemption may be rescinded upon the rescission of such acceleration) or (B)
that, so long as such obligations are held by the Trustee or the trustee or
other holder of such a prior Lien, an Event of Default under this Indenture
constitutes a matured event of default under such Purchase Money Lien (provided,
however, that the waiver or cure of such Event of Default hereunder and the
rescission and annulment of the consequences thereof may constitute a cure of
the corresponding event of default under such Purchase Money Lien and a
rescission and annulment of the consequences thereof).

     

    If (a)
any property to be released from the Lien of this Indenture under any provision
of this Article (other than Section 8.07) is subject to a Lien prior to the Lien
hereof and is to be sold, exchanged, dedicated or otherwise disposed of subject
to such prior Lien and (b) after such release, such prior Lien will not be a
Lien on any property subject to the Lien hereof, then the Fair Value of such
property to be released shall be deemed, for all purposes of this Indenture, to
be the value thereof unencumbered by such prior Lien less the principal amount
of the indebtedness secured by such prior Lien.

     

    Any
Outstanding Securities delivered to the Trustee pursuant to clause (d) in the
first paragraph of this Section shall forthwith be canceled by the Trustee. Any
cash and/or obligations so deposited with the Trustee, and the proceeds of any
such obligations, shall be held as part of the Mortgaged Property and shall be
withdrawn, released, used or applied in the manner, to the extent and for the
purposes, and subject to the conditions, provided in Section 8.06.

     

    Anything
in this Indenture to the contrary notwithstanding, if property to be released
constitutes Funded Property in part only, the Company shall obtain the release
of the part of such property which constitutes Funded Property under this
Section 8.03 and obtain the release of the part of such property which does not
constitute Funded Property under Section 8.04. In such event, (a) the
application of Property Additions in the release under this Section 8.03 as
contemplated in clause (d)(ii) in the first paragraph thereof shall be taken
into account in clause (v) or clause (vi), whichever may be
applicable, of the Expert’s Certificate described in clause (c) in Section 8.04
and (b) the Trustee shall, at the election of the Company, execute and deliver a
separate instrument of release with respect to the property released under each
of such Sections or a consolidated instrument of release with respect to the
property released under both of such Sections considered as a
whole.

     

    
      
        
        

      

      
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              SECTION
      8.04  

            	
              Release
      of Property Not Constituting Funded
Property.

            


    

     

    Unless an
Event of Default shall have occurred and be continuing, the Company may obtain
the release of any part of the Mortgaged Property, or any interest therein,
which does not constitute Funded Property, and the Trustee shall release all its
right, title and interest in and to the same from the Lien hereof, upon receipt
by the Trustee of:

     

    (a) a Company
Order requesting the release of such property and transmitting therewith a form
of instrument to effect such release;

     

    (b) an
Officer’s Certificate stating that, to the knowledge of the signer, no Event of
Default has occurred and is continuing;

     

    (c) an
Expert’s Certificate, made and dated not more than ninety (90) days prior to the
date of such Company Order:

     

    (i) describing
the property to be released;

     

    (ii) stating
the Fair Value, in the judgment of the signers, of the property to be
released;

     

    (iii) stating
the Cost of the property to be released;

     

    (iv) stating
that the property to be released does not constitute Funded
Property;

     

    (v) if true,
stating either (1) that the aggregate amount of the Cost or Fair Value to the
Company (whichever is less) of all Property Additions which do not constitute
Funded Property (excluding the property to be released), after making deductions
therefrom and additions thereto of the character contemplated by Section 1.03,
is not less than zero (0) or (2) that the Cost or Fair Value (whichever is less)
of the property to be released does not exceed the aggregate Cost or Fair Value
to the Company (whichever is less) of Property Additions acquired, made or
constructed on or after the ninetieth (90th) day
prior to the date of the Company Order requesting such release;

     

    (vi) if
neither of the statements contemplated in subclause (v) above can be made,
stating the amount by which zero (0) exceeds the amount referred to in subclause
(v)(A) above (showing in reasonable detail the calculation thereof);
and

     

    (vii) stating
that, in the judgment of the signers, such release will not impair the security
under this Indenture in contravention of the provisions hereof; and

     

    (d) if the
Expert’s Certificate required by clause (c) above contains neither of the
statements contemplated in clause (c)(v) above, an amount in cash, to be held by
the Trustee as part of the Mortgaged Property, equal to the amount, if any, by
which sixty-five percentum (65%) of the lower of (i) the Cost or Fair Value
(whichever shall be less) of the property to be released and (ii) the amount
shown in clause (c)(vi) above exceeds the aggregate of items of the character
described in subclauses (iii) and (v) of clause (d) in the first paragraph of
Section 8.03 

     

    
      
        
        

      

      
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    then to
be used as a credit under this Section 8.04 (subject, however, to the same
limitations and conditions with respect to such items as are set forth in
Section 8.03).

     

    
      	
              SECTION
      8.05  

            	
              Release
      of Minor Properties.

            


    

     

    Notwithstanding
the provisions of Sections 8.03 and 8.04, unless an Event of Default shall have
occurred and be continuing, the Company may obtain the release from the Lien
hereof of any part of the Mortgaged Property, or any interest therein, and the
Trustee shall whenever from time to time requested by the Company in a Company
Order transmitting therewith a form of instrument to effect such release, and
without requiring compliance with any of the provisions of Section 8.03 or 8.04,
release from the Lien hereof all the right, title and interest of the Trustee in
and to the same provided that the aggregate Fair Value of the property to be so
released on any date in a given calendar year, together with all other property
released pursuant to this Section 8.05 in such calendar year, shall not exceed
the greater of (a) Ten Million Dollars ($10,000,000) and (b) three
percentum (3%) of the aggregate principal amount of Securities then Outstanding.
Prior to the granting of any such release, there shall be delivered to the
Trustee (x) an Officer’s Certificate stating that, to the knowledge of the
signer, no Event of Default has occurred and is continuing and (y) an Expert’s
Certificate stating, in the judgment of the signers, the Fair Value of the
property to be released, the aggregate Fair Value of all other property
theretofore released pursuant to this Section in such calendar year and, as to
Funded Property, the Cost thereof (or, if the Fair Value to the Company of such
property at the time the same became Funded Property was certified to be an
amount less than the Cost thereof, then such Fair Value, as so certified, in
lieu of Cost), and that, in the judgment of the signers, the release thereof
will not impair the security under this Indenture in contravention of the
provisions hereof. On or before December 31st of each calendar year, the
Company shall deposit with the Trustee an amount in cash equal to sixty-five
percentum (65%) of the aggregate Cost of the properties constituting Funded
Property so released during such year (or, if the Fair Value to the Company of
any particular property at the time the same became Funded Property was
certified to be an amount less than the Cost thereof, then such Fair Value, as
so certified, in lieu of Cost); provided, however, that no such deposit shall be
required to be made hereunder to the extent that cash or other consideration
shall, as indicated in an Officer’s Certificate delivered to the Trustee, have
been deposited with the trustee or holder of other Lien prior to the Lien of
this Indenture in accordance with the provisions thereof; and provided, further,
that the amount of cash so required to be deposited may be reduced, at the
election of the Company, by the items specified in clause (d) in the first
paragraph of Section 8.03, subject to all of the limitations and conditions
specified in such Section, to the same extent as if such property were being
released pursuant to Section 8.03. Any cash deposited with the Trustee under
this Section may thereafter be withdrawn, used or applied in the manner, to the
extent and for the purposes, and subject to the conditions, provided in
Section 8.06.

     

    
      	
              SECTION
      8.06  

            	
              Withdrawal
      or Other Application of Funded Cash; Purchase Money
      Obligations.

            


    

     

    Subject
to the provisions of Section 4.04 and except as hereafter in this Section
provided, unless an Event of Default shall have occurred and be continuing, any
Funded Cash held by the Trustee, and any other cash which is required to be
withdrawn, used or applied as provided in this Section;

     

    
      
        
        

      

      
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    (a) may be
withdrawn from time to time by the Company to the extent of an amount equal to
sixty-five percentum (65%) of the Cost or the Fair Value to the Company
(whichever is less) of Property Additions not constituting Funded Property,
after making any deductions and additions pursuant to Section 1.03, described in
an Expert’s Certificate, dated not more than ninety (90) days prior to the date
of the Company Order requesting such withdrawal and complying with clause (ii)
and, to the extent applicable, clause (iii) in Section 4.02(b), delivered to the
Trustee; provided, however, that the deductions and additions contemplated by
Section 1.03 shall not be required to be made if such Property Additions were
acquired, made or constructed on or after the ninetieth (90th) day preceding the
date of such Company Order;

     

    (b) may be
withdrawn from time to time by the Company in an amount equal to the aggregate
principal amount of Securities to the authentication and delivery of which the
Company shall be entitled under the provisions of Section 4.03 hereof, by virtue
of compliance with all applicable provisions of Section 4.03 (except as
hereinafter in this Section otherwise provided); provided, however, that such
withdrawal of cash shall operate as a waiver by the Company of the right to the
authentication and delivery of such Securities and, to such extent, no such
Securities may thereafter be authenticated and delivered hereunder; and any such
Securities which were the basis of such right to the authentication and delivery
of Securities so waived shall be deemed to have been made the basis of such
withdrawal of cash;

     

    (c) may be
withdrawn from time to time by the Company in an amount equal to the aggregate
principal amount of any Outstanding Securities delivered to the
Trustee;

     

    (d) may, upon
the request of the Company, be used by the Trustee for the purchase of
Securities in the manner, at the time or times, in the amount or amounts, at the
price or prices and otherwise as directed or approved by the Company, all
subject to the limitations hereafter in this Section set forth; or

     

    (e) may, upon
the request of the Company, be applied by the Trustee to the payment (or
provision therefor pursuant to Article IX) at Stated Maturity of any Securities
or to the redemption (or similar provision therefor) of any Securities which
are, by their terms, redeemable, in each case of such series as may be
designated by the Company, any such redemption to be in the manner and as
provided in Article V, all subject to the limitations hereafter in this Section
set forth.

     

    Such
moneys shall, from time to time, be paid or used or applied by the Trustee, as
aforesaid, upon the request of the Company in a Company Order, and upon receipt
by the Trustee of an Officer’s Certificate stating that, to the knowledge of the
signer, no Event of Default has occurred and is continuing. If and to the extent
that the withdrawal of cash is based upon Property Additions (as permitted under
the provisions of clause (a) above), the Company shall, subject to the
provisions of said clause (a) and except as hereafter in this paragraph
provided, comply with all applicable provisions of this Indenture as if such
Property Additions were made the basis for the authentication and delivery of
Securities equal in principal amount to the cash so to be withdrawn. If and to
the extent that the withdrawal of cash is based upon the right to the
authentication and delivery of Securities (as permitted under the provisions of
clause (b) above), the Company shall, except as hereafter in this paragraph
provided, comply with all applicable provisions of Section 4.03 relating to such
authentication and delivery. 

     

    
      
        
        

      

      
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    Notwithstanding
the foregoing provisions of this paragraph, in no event shall the Company be
required to deliver the documents specified in Section 4.01.

     

    Notwithstanding
the generality of clauses (d) and (e) above, no cash to be applied pursuant to
such clauses shall be applied to the payment of an amount in excess of the
principal amount of any Securities to be purchased, paid or redeemed except to
the extent that the aggregate principal amount of all Securities theretofore,
and of all Securities then to be, purchased, paid or redeemed pursuant to such
clauses is not less than the aggregate cost for principal of, premium, if any,
and accrued interest, if any, on and brokerage commissions, if any, with respect
to, such Securities.

     

    Any
Outstanding Securities delivered to the Trustee pursuant to clause (c) in the
first paragraph of this Section shall forthwith be canceled by the
Trustee.

     

    Any
obligations secured by Purchase Money Lien delivered to the Trustee in
consideration of the release of property from the Lien of this Indenture,
together with any evidence of such Purchase Money Lien held by the Trustee,
shall be released from the Lien of this Indenture and delivered to or upon the
order of the Company upon payment by the Company to the Trustee of an amount in
cash equal to the aggregate principal amount of such obligations less the
aggregate amount theretofore paid to the Trustee (by the Company, the obligor or
otherwise) in respect of the principal of such obligations.

     

    The
principal of and interest on any such obligations secured by Purchase Money Lien
held by the Trustee shall be held by the Trustee as and when the same are
received by the Trustee. The interest received by the Trustee on any such
obligations shall be deemed not to constitute Funded Cash and shall be remitted
to the Company; provided, however, that if an Event of Default shall have
occurred and be continuing, such proceeds shall be held as part of the Mortgaged
Property until such Event of Default shall have been cured or
waived.

     

    The
Trustee shall have and may exercise all the rights and powers of any owner of
such obligations and of all substitutions therefor and, without limiting the
generality of the foregoing, may collect and receive all insurance moneys
payable to it under any of the provisions thereof and apply the same in
accordance with the provisions thereof, may consent to extensions thereof at a
higher or lower rate of interest, may join in any plan or plans of voluntary or
involuntary reorganization or readjustment or rearrangement and may accept and
hold hereunder new obligations, stocks or other securities issued in exchange
therefor under any such plan. Any discretionary action which the Trustee may be
entitled to take in connection with any such obligations or substitutions
therefor shall be taken, so long as no Event of Default shall have occurred and
be continuing, in accordance with a Company Order, and, during the continuance
of an Event of Default, in its own discretion.

     

    Anything
herein to the contrary notwithstanding, the Company may irrevocably waive all
right to the withdrawal pursuant to this Section of, and any other rights with
respect to, any obligations secured by Purchase Money Lien held by the Trustee,
and the proceeds of any such obligations, by delivery to the Trustee of a
Company Order:

     

    
      
        
        

      

      
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    (i) specifying
such obligations and stating that the Company thereby waives all rights to the
withdrawal thereof and of the proceeds thereof pursuant to this Section, and any
other rights with respect thereto; and

     

    (ii) directing
that the principal of such obligations be applied as provided in clause (e) in
the first paragraph of this Section, specifying the Securities to be paid or
redeemed or for the payment or redemption of which payment is to be
made.

     

    Following
any such waiver, the interest on any such obligations shall be applied to the
payment of interest, if any, on the Securities to be paid or redeemed or for the
payment or redemption of which provision is to be made, as specified in the
aforesaid Company Order, as and when such interest shall become due from time to
time, and any excess funds remaining from time to time after such application
shall be applied to the payment of interest on any other Securities as and when
the same shall become due. Pending any such application, the interest on such
obligations shall be invested in Investment Securities. The principal of any
such obligations shall be applied solely to the payment of principal of the
Securities to be paid or redeemed or for the payment or redemption of which
provision is to be made, as specified in the aforesaid Company Order. Pending
such application, the principal of such obligations shall be invested in
Eligible Obligations. The obligation of the Company to pay the principal of such
Securities when the same shall become due at Maturity, shall be offset and
reduced by the amount of the proceeds of such obligations then held, and to be
applied, by the Trustee in accordance with this paragraph.

     

    
      	
              SECTION
      8.07  

            	
              Release
      of Property Taken by Eminent Domain,
Etc.

            


    

     

    Should
any of the Mortgaged Property, or any interest therein, be taken by exercise of
the power of eminent domain or be sold to an entity possessing the power of
eminent domain under a threat to exercise the same, and should the Company elect
not to obtain the release of such property pursuant to other provisions of this
Article, the Trustee shall, upon request of the Company evidenced by a Company
Order transmitting therewith a form of instrument to effect such release,
release from the Lien hereof all its right, title and interest in and to the
property so taken or sold (or with respect to an interest in property,
subordinate the Lien hereof to such interest), upon receiving (a) an Opinion of
Counsel to the effect that such property has been taken by exercise of the power
of eminent domain or has been sold to an entity possessing the power of eminent
domain under threat of an exercise of such power, (b) an Officer’s Certificate
stating the amount of net proceeds received or to be received for such property
so taken or sold, and the amount so stated shall be deemed to be the Fair Value
of such property for the purpose of any notice to the Holders of Securities,
(c) if any portion of such property constitutes Funded Property, an
Expert’s Certificate stating the Cost thereof (or, if the Fair Value to the
Company of such portion of such property at the time the same became Funded
Property was certified to be an amount less than the Cost thereof, then such
Fair Value, as so certified, in lieu of Cost) and (d) if any portion of such
property constitutes Funded Property, a deposit by the Company of an amount in
cash equal to sixty-five percentum (65%) of the Cost or Fair Value stated in the
Expert’s Certificate delivered pursuant to clause (c) above; provided, however,
that the amount required to be so deposited shall not exceed the portion of the
net proceeds (deducting, without limitation, costs associated with such
proceeding and costs to restore the remainder of the Funded Property) received
or to be received for such property so taken or sold which is allocable on a
pro-rata or other reasonable basis to the portion of such property constituting
Funded 

     

    
      
        
        

      

      
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    Property;
and provided, further, that no such deposit shall be required to be made
hereunder if the proceeds of such taking or sale shall, as indicated in an
Officer’s Certificate delivered to the Trustee, have been deposited with the
trustee or holder of other Liens prior to the Lien of this Indenture. Any cash
deposited with the Trustee under this Section may thereafter be withdrawn, used
or applied in the manner, to the extent and for the purposes, and subject to the
conditions, provided in Section 8.06.

     

    
      	
              SECTION
      8.08  

            	
              Disclaimer
      or Quitclaim.

            


    

     

    In case
the Company has sold, exchanged, dedicated or otherwise disposed of, or has
agreed or intends to sell, exchange, dedicate or otherwise dispose of, or a
Governmental Authority has ordered the Company to divest itself of, any Excepted
Property or any other property not subject to the Lien hereof, or the Company
desires to disclaim or quitclaim title to property to which the Company does not
purport to have title, the Trustee shall, from time to time, disclaim or
quitclaim such property upon receipt by the Trustee of the
following:

     

    (a) a Company
Order requesting such disclaimer or quitclaim and transmitting therewith a form
of instrument to effect such disclaimer or quitclaim;

     

    (b) an
Officer’s Certificate describing the property to be disclaimed or quitclaimed;
and

     

    (c) an
Opinion of Counsel stating the signer’s opinion that such property is not
subject to the Lien hereof or required to be subject thereto by any of the
provisions hereof.

     

    
      	
              SECTION
      8.09  

            	
              Miscellaneous.

            


    

     

    (a) The
Expert’s Certificate as to the Fair Value of property to be released from the
Lien of this Indenture in accordance with any provision of this Article, and as
to the nonimpairment, by reason of such release, of the security under this
Indenture in contravention of the provisions hereof, shall be made by an
Independent Expert if the Fair Value of such property and of all other property
released since the commencement of the then current calendar year, as set forth
in the certificates required by this Indenture, is ten percentum (10%) or more
of the aggregate principal amount of the Securities at the time Outstanding; but
such Expert’s Certificate shall not be required to be made by an Independent
Expert in the case of any release of property if the Fair Value thereof, as set
forth in the certificates required by this Indenture, is less than Twenty-Five
Thousand Dollars ($25,000) or less than one percentum (1%) of the aggregate
principal amount of the Securities at the time Outstanding. To the extent that
the Fair Value of any property to be released from the Lien of this Indenture
shall be stated in an Independent Expert’s Certificate, such Fair Value shall
not be required to be stated in any other Expert’s Certificate delivered in
connection with such release.

     

    (b) No
release of property from the Lien of this Indenture effected in accordance with
the provisions, and in compliance with the conditions, set forth in this Article
and in Sections 1.04, 1.05 and 1.06 shall be deemed to impair the security of
this Indenture in contravention of any provision hereof.

     

    
      
        
        

      

      
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    (c) If the
Mortgaged Property shall be in the possession of a receiver or trustee, lawfully
appointed, the powers herein before conferred upon the Company with respect to
the release of any part of the Mortgaged Property or any interest therein or the
withdrawal of cash may be exercised, with the approval of the Trustee, by such
receiver or trustee, notwithstanding that an Event of Default may have occurred
and be continuing, and any request, certificate, appointment or approval made or
signed by such receiver or trustee for such purposes shall be as effective as if
made by the Company or any of its officers or appointees in the manner herein
provided; and if the Trustee shall be in possession of the Mortgaged Property
under any provision of this Indenture, then such powers may be exercised by the
Trustee in its discretion notwithstanding that an Event of Default may have
occurred and be continuing.

     

    (d) If the
Company shall retain any interest in any property released from the Lien of this
Indenture as provided in Section 8.03, 8.04 or 8.05, this Indenture shall not
become or be, or be required to become or be, a Lien upon such property or such
interest therein or any improvements, extensions or additions to such property
or renewals, replacements or substitutions of or for such property or any part
or parts thereof or the proceeds thereof unless the Company shall execute and
deliver to the Trustee an indenture supplemental hereto, in recordable form,
containing a grant, conveyance, transfer and mortgage thereof.  As
used in this subsection, the terms “improvements”, “extensions”, and “additions”
shall be limited as set forth in Section 13.01.

     

    (e) Notwithstanding
the occurrence and continuance of an Event of Default, the Trustee, in its
discretion, may release from the Lien hereof any part of the Mortgaged Property
or permit the withdrawal of cash, upon compliance with the other conditions
specified in this Article in respect thereof.

     

    (f) No
purchaser or grantee of property purporting to have been released hereunder
shall be bound to ascertain the authority of the Trustee to execute the release,
or to inquire as to any facts required by the provisions hereof for the exercise
of such authority; nor shall any purchaser or grantee of any property or rights
permitted by this Article to be sold, granted, exchanged, dedicated or otherwise
disposed of, be under obligation to ascertain or inquire into the authority of
the Company to make any such sale, grant, exchange, dedication or other
disposition.

     

     

    ARTICLE
IX

    SATISFACTION AND
DISCHARGE

     

    
      	
              SECTION
      9.01  

            	
              Satisfaction
      and Discharge of 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
(including Funded Cash not otherwise applied pursuant to Section 8.06) in an
amount which shall be sufficient; or

     

    
      
        
        

      

      
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    (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;

     

    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
9.03;

     

    (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) 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 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,
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 benefit of the Lien of this Indenture
or of any of the covenants of the Company under Article VI (except the covenants
contained in Sections 6.02 and 6.03) or any other covenants made in respect of
such Securities or portions thereof as 

     

    
      
        
        

      

      
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    contemplated
by Section 3.01, 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.

     

    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 5.03
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 Company’s
indebtedness 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 3.04, 3.05, 3.06, 5.04, 6.02, 6.03,
11.07 and 11.15 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, shall be required to return the money or Eligible Obligations, or
combination thereof, deposited with it as aforesaid to the Company or its
representative under any applicable Federal or State bankruptcy, insolvency or
other similar law, such Security shall thereupon be deemed retroactively not to
have been paid and any satisfaction and discharge of the Company’s indebtedness
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 Company’s indebtedness in respect of any Security shall be
subject to the provisions of the last paragraph of Section 6.03.

     

    
      
        
        

      

      
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              SECTION
      9.02  

            	
              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, on demand of and at the
expense of the Company, shall execute such proper 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 9.01, 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 as 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 3.04, 3.05, 3.06, 5.04, 6.02,
6.03, 11.07 and 11.15 and this Article shall survive.

     

    Upon
satisfaction and discharge of this Indenture as provided in this Section, the
Trustee shall release, quit claim and otherwise turn over to the Company the
Mortgaged Property (other than money and Eligible Obligations held by the
Trustee pursuant to Section 9.03) and shall execute and deliver to the Company
such deeds and other instruments as, in the judgment of the Company, shall be
necessary, desirable or appropriate to effect or evidence such release and
quitclaim and the satisfaction and discharge of this Indenture.

     

    
      	
              SECTION
      9.03  

            	
              Application
      of Trust Money.

            


    

     

    Neither
the Eligible Obligations nor the money deposited pursuant to Section 9.01, nor
the principal or interest payments on any such Eligible Obligations, shall be
withdrawn or used for any purpose other than, and shall be held in trust for,
the payment of the principal of and premium, if any, and interest, if any, on
the Securities or portions of principal amount thereof in respect of which such
deposit was made, all subject, however, to the provisions of Section 6.03;
provided, however, that 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 be invested in
Eligible Obligations of the type described in clause (b) in the first paragraph
of Section 9.01 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 the Lien of this Indenture, except the Lien provided
by Section 11.07; and provided, further, that any moneys held in accordance with
this Section on the Maturity of all such Securities in excess of the amount
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    and
interest, if any, then due on such Securities shall be paid over to the Company
free and clear of the Lien of this Indenture, except the Lien provided by
Section 11.07; 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 as part of the Mortgaged Property until such Event of
Default shall have been waived or cured.

     

     

    ARTICLE
X

    EVENTS OF DEFAULT;
REMEDIES

     

    
      	
              SECTION
      10.01  

            	
              Events
      of Default.

            


    

     

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

     

    (a) failure
to pay interest, if any, on any Security within sixty (60) days after the same
becomes due and payable; or

     

    (b) failure
to pay the principal of or premium, if any, on any Security on or before its
Maturity; or

     

    (c) failure
to perform or breach of any covenant or warranty of the Company in this
Indenture (other than a covenant or warranty a default in the performance of
which or the breach of which is elsewhere in this Section specifically dealt
with) for a period of ninety (90) days (one hundred fifty (150) days solely with
respect to a failure to comply with the requirements of Section 12.04) after
there has been given, by registered or certified mail, to the Company by the
Trustee, or to the Company and the Trustee by the Holders of at least
thirty-three percentum (33%) in principal amount of the Securities then
Outstanding, a written notice specifying such failure 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 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, as the case may
be, shall be deemed to have agreed to an extension of such period if corrective
action is initiated by the Company within such period and is being diligently
pursued; or

     

    (d) the entry
by a court having jurisdiction in the premises of (i) a decree or order for
relief in respect of the Company in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or (ii) a decree or order adjudging the Company a bankrupt or
insolvent, or approving as properly filed a petition by one or more Persons
other than the Company seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company under 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

     

    
      
        
        

      

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

     

    Notwithstanding
the foregoing provisions of this Section 10.01, if the principal or premium, if
any, or interest, if any, on any Security is payable in a currency other than
the currency of the United States and such currency is not available to the
Company for making payment thereof due to the imposition of exchange controls or
other circumstances beyond the control of the Company, the Company will be
entitled to satisfy its obligations to Holders by making such payment in the
currency of the United States in an amount equal to the currency of the United
States equivalent of the amount payable in such other currency, as determined by
the Trustee by reference to the noon buying rate in New York City for cable
transfers for such currency (“Exchange Rate”), as such Exchange Rate is reported
or otherwise made available by the Federal Reserve Bank of New York on the date
of such payment, or, if such rate is not then available, on the basis of the
most recently available Exchange Rate. Notwithstanding the foregoing provisions
of this Section 10.01, any payment made under such circumstances in the currency
of the United States where the required payment is in a currency other than the
currency of the United States will not constitute an Event of Default under this
Indenture.

     

    
      	
              SECTION
      10.02  

            	
              Acceleration
      of Maturity; Rescission and
Annulment.

            


    

     

    If an
Event of Default shall have occurred and be continuing, then in every such case
the Trustee or the Holders of not less than thirty-three percentum (33%) in
principal amount of the Securities then Outstanding may declare the principal
amount (or, if any of the Securities are Discount Securities, such portion of
the principal amount of such Securities as may be specified in the terms thereof
as contemplated by Section 3.01) of all Securities 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.

     

    At any
time after such a declaration of acceleration of the Maturity of the Securities
then Outstanding shall have been made, but before any sale of any of the
Mortgaged Property has been made and before a judgment or decree for payment of
the money due shall have been obtained by the Trustee as provided in this
Article, the Event or Events of Default giving rise to such declaration of
acceleration shall, without further act, be deemed to have been waived, and


     

    
      
        
        

      

      
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    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 installments of interest, if any, on all Securities then
Outstanding;

     

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

     

    (iii) all
amounts due to the Trustee under Section 11.07; and

     

    (b) any other
Event or Events of Default, other than the non-payment of the principal of
Securities which shall have become due solely by such declaration of
acceleration, shall have been cured or waived as provided in Section
10.17.

     

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

     

    
      	
              SECTION
      10.03  

            	
              Entry
      upon Mortgaged Property.

            


    

     

    If an
Event of Default shall have occurred and be continuing, the Company, upon demand
of the Trustee and if and to the extent permitted by law and applicable
regulations, shall forthwith surrender to the Trustee the actual possession of,
and the Trustee, by such officers or agents as it may appoint, may enter upon
and take possession of, the Mortgaged Property; and the Trustee may hold,
operate and manage the Mortgaged Property and make all needful repairs and such
renewals, replacements, betterments and improvements as to the Trustee shall
seem prudent; and the Trustee may receive the rents, issues, profits, revenues
and other income of the Mortgaged Property, to the extent, if any, that the same
shall not then constitute Excepted Property; and, after deducting the costs and
expenses of entering, taking possession, holding, operating and managing the
Mortgaged Property, as well as payments for insurance and taxes and other proper
charges upon the Mortgaged Property prior to the Lien of this Indenture and
reasonable compensation to itself, its agents and counsel, the Trustee may apply
the same as provided in Section 10.07. Whenever all that is then due in respect
of the principal of and premium, if any, and interest, if any, on the Securities
and under any of the terms of this Indenture shall have been paid and all
defaults hereunder shall have been cured or shall have been waived as provided
in Section 10.17, the Trustee shall surrender possession of the Mortgaged
Property to the Company.

     

    
      	
              SECTION
      10.04  

            	
              Power
      of Sale; Suits for Enforcement.

            


    

     

    If an
Event of Default shall have occurred and be continuing, the Trustee, by and
through such officers or agents as it shall appoint, with or without entry, in
its discretion may, subject to the provisions of Section 10.16 and if and to the
extent permitted by law and applicable regulations:

     

    
      
        
        

      

      
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    (a) Foreclosure.
Sell, subject to applicable law and regulations, the Mortgaged
Property.

     

    (i) Foreclosure
of Real Property. Mortgaged Property constituting real property shall be sold in
accordance with this Section 10.04(a)(i).  The sale shall be a public
sale at auction held between 10 A.M. and 4 P.M. on the first Tuesday of a
month.  The sale shall take place at the county courthouse in the
county in which the Mortgaged Property is located, or if it is located in more
than one county, the sale will be made at the courthouse in one of those
counties. The sale shall occur at the area at that courthouse which the
commissioners’ court of that county has designated as the place where such sales
are to take place by designation recorded in the real property records of that
county, or if no area is so designated, then the notice of sale shall designate
the area at the courthouse where the sale covered by that notice is to take
place, and the sale shall occur in that area. Notice of the sale shall include a
statement of the earliest time at which the sale will occur and shall be given
at least twenty-one (21) days before the date of the sale; (1) by posting at the
courthouse door of each county in which the Mortgaged Property is located a
written notice designating the county in which the Mortgaged Property will be
sold; (2) by filing in the Office of the County Clerk of each county in which
the Mortgaged Property is located a copy of the notice posted under subsection
(i) above; and (3) by the holders of the indebtedness to which this power of
sale is related serving written notice of the sale by certified mail on each
debtor who, according to the records of such holders, is obligated to pay such
indebtedness.  The sale shall begin at the time stated in the notice
of sale or not later than three (3) hours after that time.  Service of
any notice under this Section 10.04(a)(i) by certified mail is complete when the
notice is deposited in the United States mail, postage prepaid and addressed to
the debtor entitled to it at that debtor’s last known address as shown by the
records of the Trustee and the Holders.  The affidavit of a person
knowledgeable of the facts to the effect that service was completed is prima
facie evidence of service.  After such written notice shall have been
posted and filed, as aforesaid, and such notice shall have been served upon such
debtor or debtors, as aforesaid, the Trustee (or his successor or substitute
then acting) shall perform his duty to enforce this Indenture by selling the
Mortgaged Property, either as an entirety or in parcels, by one sale or several
sales, as the Trustee acting may elect, all rights to a marshalling of assets or
sale in inverse order of alienation being WAIVED, as aforesaid to the highest
bidder or bidders for cash, and make due conveyance to the purchaser or
purchasers, with general warranty, and the title to such purchaser or
purchasers, when so made by the Trustee acting, the Company binds itself, its
successors and assigns, to warrant and forever defend against claims and demands
of every person whomsoever lawfully claiming or to claim the same or any part
thereof (such warranty to supersede any provision contained in this Indenture
limiting the liability of the Company), subject to Permitted Liens and Liens and
claims permitted in accordance with Section 6.06. The provisions of this
Indenture with respect to posting and giving notices of sale are intended to
comply with the provisions of Section 51.002 of the Texas Property Code as in
force and effect as of the date hereof, and in the event the requirement for any
notice under such Section 51.002 shall be eliminated or the prescribed manner of
giving it shall be modified by future amendment to, or adoption of any statute
superseding, such Section 51.002, the requirement for such particular notice
shall be deemed stricken from or modified in this Indenture in conformity with
such amendment or superseding statute, effective as of its effective date. The
manner prescribed in this Indenture for serving or giving any notice, other than
that to be posted or caused to be posted by the Trustee acting, shall not be
deemed exclusive but such notice or notices may be given in any other manner
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    regulations.
Said sale shall forever be a bar against the Company, its successors and
assigns, and all other persons claiming under it. It is expressly agreed that
the recitals in each conveyance to the purchaser shall be full evidence of the
truth of the matters therein stated, and all lawful prerequisites to said sale
shall be conclusively presumed to have been performed. The Trustee may require
minimum bids at any foreclosure sale and may cancel and abandon the sale if no
bid is received equal to or greater than any such minimum bid. For the avoidance
of doubt, references to the term Mortgaged Property in this Section 10.04(a)(i)
are references to all or a portion of the Mortgaged Property to be sold in
accordance with this Section 10.04(a)(i) at any one time and not the Mortgaged
Property in its entirety.

     

    (ii) Foreclosure
of Other Property. Mortgaged Property constituting property other than real
property shall be sold in accordance with this Section 10.04(a)(ii), and this
Indenture shall constitute a “security agreement” within the meaning of the
Texas Uniform Commercial Code. This Indenture shall also be effective as a
financing statement with respect to any of the Mortgaged Property as to which a
security interest may be perfected by the filing of a financing statement and
may be filed as such in any appropriate filing or recording
office.  The names of the debtor (the Company) and the secured party
(the Trustee) are set forth on page one of this Indenture.  The
mailing addresses of the debtor (the Company) and the secured party (the
Trustee) are set forth in Section 1.08 of this Indenture.  Any
reproduction of this Indenture or any other security agreement or financing
statement shall be sufficient as a financing statement. In conducting the sale,
the Trustee shall have all of the rights and remedies provided by applicable law
and regulations or by this Indenture, including but not limited to the right to
require the Company to assemble the Mortgaged Property and make it available to
the Trustee at a place to be designated by the Trustee which is reasonably
convenient to both the Trustee and the Company, the right to take possession of
the Mortgaged Property with or without demand and with or without process of law
and the right to sell and dispose of the same and distribute the proceeds
according to Section 10.07 of this Indenture. Any requirement of reasonable
notice shall be met if the Trustee sends such notice to the Company at least ten
(10) days prior to the date of sale, disposition or other event giving rise to
the required notice. The parties hereto further agree that any sale of the
Mortgaged Property held contemporaneously with and upon the same notice as
required in Section 10.04(a)(i) (for the real property) shall be deemed to be a
public sale conducted in a commercially reasonable manner. With respect to the
Mortgaged Property that has or may hereafter become so attached to the real
property that an interest therein arises under the real property law of the
State of Texas, including any goods and other personal property that may now be
or hereafter become fixtures, this Indenture shall also constitute a financing
statement and a fixture filing under the Texas Uniform Commercial
Code.

     

    (b) Judicial
Foreclosure. In addition to the foregoing, proceed to protect and enforce its
rights and the rights of the Holders under this Indenture by sale pursuant to
judicial proceedings or by a suit, action or proceeding in equity or at law or
otherwise, whether for the specific performance of any covenant or agreement
contained in this Indenture or in aid of the execution of any power granted in
this Indenture or for the foreclosure of this Indenture or for the enforcement
of any other legal, equitable or other remedy, as the Trustee, being advised by
counsel, shall deem most effectual to protect and enforce any of the rights of
the Trustee or the Holders.

     

    
      
        
        

      

      
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              SECTION
      10.05  

            	
              Incidents of
      Sale.

            


    

     

    Upon any
sale of any of the Mortgaged Property, whether made under the power of sale
hereby given or pursuant to judicial proceedings, to the extent permitted by law
and applicable regulations:

     

    (a) the
principal amount (or, if any of the Securities are Discount Securities, such
portion of the principal amount of such Securities as may be specified in the
terms thereof as contemplated by Section 3.01) of all Outstanding Securities, if
not previously due, shall at once become and be immediately due and payable,
together with premium, if any, and accrued interest, if any,
thereon;

     

    (b) any
Holder or Holders of Securities or the Trustee may bid for and purchase the
property offered for sale, and upon compliance with the terms of sale may hold,
retain and possess and dispose of such property, without further accountability,
and may, in paying the purchase money therefor, deliver any Outstanding
Securities or claims for interest thereon in lieu of cash to the amount which
shall, upon distribution of the net proceeds of such sale, be payable thereon,
and such Securities, in case the amounts so payable thereon shall be less than
the amount due thereon, shall be returned to the Holders thereof after being
appropriately stamped to show partial payment;

     

    (c) the
Trustee may make and deliver to the purchaser or purchasers a good and
sufficient deed, bill of sale and instrument of assignment and transfer of the
property sold;

     

    (d) the
Trustee and any officer or agent of Trustee is hereby irrevocably appointed the
true and lawful attorney-in-fact of the Company, with full power of
substitution, which appointment is coupled with an interest, in its name and
stead, to make all necessary deeds, bills of sale and instruments of assignment
and transfer of the property so sold; and for that purpose it may execute all
necessary deeds, bills of sale and instruments of assignment and transfer, and
may substitute one or more persons, firms or corporations with like power, in
its name and stead, the Company hereby ratifying and confirming all that its
said attorney-in-fact or such substitute or substitutes shall lawfully do by
virtue hereof; but, if so requested by the Trustee or by any purchaser, the
Company shall ratify and confirm any such sale or transfer by executing and
delivering to the Trustee or to such purchaser or purchasers all proper deeds,
bills of sale, instruments of assignment and transfer and releases as may be
designated in any such request;

     

    (e) all
right, title, interest, claim and demand whatsoever, either at law or in equity
or otherwise, of the Company of, in and to the property so sold shall be
divested and such sale shall be a perpetual bar both at law and in equity
against the Company, its successors and assigns, and against any and all persons
claiming or who may claim the property sold or any part thereof from, through or
under the Company; and

     

    (f) the
receipt of the Trustee or of the officer making such sale shall be a sufficient
discharge to the purchaser or purchasers at such sale for his or their purchase
money and such purchaser or purchasers and his or their assigns or personal
representatives shall not, after paying such purchase money and receiving such
receipt, be obliged to see to the application 

     

    
      
        
        

      

      
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    of such
purchase money, or be in anywise answerable for any loss, misapplication or
non-application thereof.

     

    
      	
              SECTION
      10.06  

            	
              Collection of
      Indebtedness and Suits for Enforcement by
  Trustee.

            


    

     

    If an
Event of Default described in clause (a) or (b) of Section 10.01 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 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 11.07.

     

    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.

     

    The
Trustee shall, to the extent permitted by law and applicable regulations, be
entitled to sue and recover judgment as aforesaid either before, during or after
the pendency of any proceedings for the enforcement of the Lien of this
Indenture, and in case of a sale of the Mortgaged Property or any part thereof
and the application of the proceeds of sale as aforesaid, the Trustee, in its
own name and as trustee of an express trust, shall be entitled to enforce
payment of, and to receive, all amounts then remaining due and unpaid upon the
Securities then Outstanding for principal, premium, if any, and interest, if
any, for the benefit of the Holders thereof, and shall be entitled to recover
judgment for any portion of the same remaining unpaid, with interest as
aforesaid. No recovery of any such judgment by the Trustee and no levy of any
execution upon any such judgment upon any of the Mortgaged Property or any other
property of the Company shall affect or impair the Lien of this Indenture upon
the Mortgaged Property or any part thereof or any rights, powers or remedies of
the Trustee hereunder, or any rights, powers or remedies of the Holders of the
Securities.

     

    
      	
              SECTION
      10.07  

            	
              Application
      of Money Collected.

            


    

     

    Any money
collected by the Trustee pursuant to this Article, including any rents, issues,
profits, revenues and other income collected pursuant to Section 10.03 (after
the deductions therein provided) and any proceeds of any sale (after deducting
the costs and expenses of such sale, including a reasonable compensation to the
Trustee, its agents and counsel, and any taxes, assessments or Liens prior to
the Lien of this Indenture, except any thereof subject to which such sale shall
have been made), whether made under any power of sale herein granted or pursuant
to judicial proceedings, and any money collected by the Trustee under Section
8.06, together with, in the case of an entry or sale or as otherwise provided
herein, any other sums then held by the Trustee as part of the Mortgaged
Property, and any money or other property distributable in respect of the
Company’s obligations under this Indenture after the occurrence of an Event of
Default, shall be applied in the following order, to the extent permitted by law
and applicable regulations, at the date or dates fixed by the Trustee and, in
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    money on
account of principal or premium, if any, or interest, if any, upon presentation
of the Securities 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 (including any predecessor Trustee) under Section
11.07;

     

    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 3.01 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 and regulations; provided, however, that any
money collected by the Trustee pursuant to Section 8.06 in respect of interest
or pursuant to Section 10.03 shall first be applied to the payment of interest
accrued on the principal of Outstanding Securities; and

     

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

     

    
      	
              SECTION
      10.08  

            	
              Receiver.

            


    

     

    If an
Event of Default shall have occurred and, during the continuance thereof, the
Trustee shall have commenced judicial proceedings to enforce any right under
this Indenture, the Trustee shall, to the extent permitted by law and applicable
regulations, be entitled, as against the Company, without notice or demand and
without regard to the adequacy of the security for the Securities or the
solvency of the Company, to the appointment of a receiver of the Mortgaged
Property.

     

    
      	
              SECTION
      10.09  

            	
              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
claims of the Trustee 

     

    
      
        
        

      

      
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    (including
any claim for amounts due to the Trustee under Section 11.07) 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 11.07.

     

    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
      10.10  

            	
              Trustee May
      Enforce Claims Without Possession of
Securities.

            


    

     

    All
rights of action and claims under this Indenture or on the Securities 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 of the Securities in respect of which such judgment has been
recovered.

     

    
      	
              SECTION
      10.11  

            	
              Limitation on
      Suits.

            


    

     

    No Holder
of any Security shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment of a receiver,
assignee, trustee,  liquidator or sequestrator (or other similar
official) 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;

     

    (b) the
Holders of not less than a majority in aggregate principal amount of the
Securities then Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;

     

    (c) such
Holder or Holders shall have offered to the Trustee reasonable security or
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

     

    
      
        
        

      

      
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    (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;

     

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

     

    
      	
              SECTION
      10.12  

            	
              Unconditional
      Right of Holders to Receive Principal, Premium and
    Interest.

            


    

     

    Notwithstanding
any other provision in this Indenture, the Holder of any 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 3.07) 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
      10.13  

            	
              Restoration
      of Rights and Remedies.

            


    

     

    If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding shall have been discontinued or
abandoned for any reason, or shall have been determined adversely to the Trustee
or to such Holder, then and in every such case, subject to any determination in
such proceeding, the Company, 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
      10.14  

            	
              Rights
      and Remedies Cumulative.

            


    

     

    Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 3.06, 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 and applicable
regulations, 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.

     

    Anything
in this Article to the contrary notwithstanding, the availability of the
remedies set forth herein (on an individual or cumulative basis) and the
procedures set forth herein relating to the exercise thereof shall be subject to
(a) the law and applicable regulations (including, for purposes of this
paragraph, general principles of equity) of any jurisdiction wherein the
Mortgaged Property or any part thereof is located to the extent that such law or
regulation is mandatorily applicable and (b) the rights of the holder of any
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    Indenture,
and, if and to the extent that any provision of this Article conflicts with any
provision of such applicable law or regulation and/or with the rights of the
holder of any such prior Lien, such provision of law or regulation and/or the
rights of such holder shall control.

     

    
      	
              SECTION
      10.15  

            	
              Delay
      or Omission Not Waiver.

            


    

     

    No delay
or omission of the Trustee or of any Holder of any Securities to exercise any
right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law and applicable
regulation to the Trustee or to the Holders may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by the Holders, as
the case may be.

     

    
      	
              SECTION
      10.16  

            	
              Control
      by Holders of Securities.

            


    

     

    If an
Event of Default shall have occurred and be continuing, the Holders of not less
than a majority in principal amount of the Securities 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; provided, however, that:

     

    (a) such
direction shall not be in conflict with any rule of law or with this Indenture;
and

     

    (b) the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction; and

     

    (c) subject
to the provisions of Section 11.01, the Trustee shall have the right to decline
to follow any such direction if the Trustee in good faith shall, by a
Responsible Officer or Officers of the Trustee, determine that the proceeding so
directed would involve the Trustee in personal liability.

     

    
      	
              SECTION
      10.17  

            	
              Waiver
      of Past Defaults.

            


    

     

    Before
any sale of any of the Mortgaged Property and before a judgment or decree for
payment of the money due shall have been obtained by the Trustee as in this
Article provided, the Holders of not less than a majority in principal amount of
the Securities then Outstanding may on behalf of the Holders of all the
Securities then Outstanding waive any past default 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 Outstanding; or

     

    (b) in
respect of a covenant or provision hereof which under Section 14.02 cannot be
modified or amended without the consent of the Holder of each Outstanding
Security of any series or Tranche affected.

     

    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 

     

    
      
        
        

      

      
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    such
waiver shall extend to any subsequent or other default or impair any right
consequent thereon.

     

    
      	
              SECTION
      10.18  

            	
              Undertaking
      for Costs.

            


    

     

    The
Company and the Trustee agree, and each Holder of any Security by its acceptance
thereof shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant;
provided that 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 Securities then
Outstanding, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of or premium, if any, or interest, if any, on any
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).  Neither this Section 10.18 nor the Trust Indenture Act shall
be deemed to authorize any court to require such an undertaking or such an
assessment in any proceeding instituted by the Company.

     

    
      	
              SECTION
      10.19  

            	
              Waiver
      of Appraisement and Other Laws.

            


    

     

    To the
full extent that it may lawfully so agree, the Company shall not at any time set
up, claim or otherwise seek to take the benefit or advantage of any
appraisement, valuation, stay, extension or redemption law or applicable
regulation, now or hereafter in effect, in order to prevent or hinder the
enforcement of this Indenture or the absolute sale of the Mortgaged Property, or
any part thereof, or the possession thereof, or any part thereof, by any
purchaser at any sale under this Article; and the Company, for itself and all
who may claim under it, so far as it or they now or hereafter may lawfully do
so, hereby waives the benefit of all such laws and applicable regulations. The
Company, for itself and all who may claim under it, waives, to the extent that
it may lawfully do so, all right to have the Mortgaged Property marshalled upon
any foreclosure of the Lien hereof, and agrees that any court having
jurisdiction to foreclose the Lien of this Indenture may order the sale of the
Mortgaged Property as an entirety.

     

     

    ARTICLE
XI

    THE
TRUSTEE

     

    
      	
              SECTION
      11.01  

            	
              Certain
      Duties and Responsibilities.

            


    

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

    (1)           this
subsection (c) shall not be construed to limit the effect of subsections (a) or
(d) of this Section;

     

    (2)           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;

     

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

     

    (d) 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.

     

    (e) Anything
in this Indenture notwithstanding, in no event shall the Trustee be liable for
special, indirect, punitive or consequential loss or damage of any kind
whatsoever (including but not limited to loss of profit), even if the Trustee
has been advised as to the likelihood of such loss or damage and regardless of
the form of action.

     

    (f) The
Trustee shall not be responsible or liable for any failure or delay in the
performance of its obligations under this Indenture arising out of or caused,
directly or indirectly, by circumstances beyond its control, including, without
limitation, acts of God; earthquakes; fire; flood; terrorism; wars and other
military disturbances; sabotage; epidemics; riots; interruptions; loss or
malfunctions of utilities, computer (hardware or software) or communication
services; accidents; labor disputes; acts of civil or military authority and
governmental action.

     

    
      
        
        

      

      
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    (g) 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.

     

    (h) The
Trustee shall have and be subject to all the duties and responsibilities
specified with respect to an indenture trustee in the Trust Indenture
Act.

     

    In
addition to all of the rights, benefits, privileges and immunities granted to
the Trustee hereunder, and whether or not this Indenture is qualified under the
Trust Indenture Act, all of the rights, benefits, privileges and immunities
granted to an indenture trustee under the Trust Indenture Act are incorporated
herein as and to the same extent as if the Indenture were so
qualified.

     

    
      	
              SECTION
      11.02  

            	
              Notice
      of Defaults.

            


    

     

    Within 90
days after the occurrence of any default hereunder, the Trustee shall transmit
by first-class mail, postage prepaid, to all Holders of Securities, as their
names and addresses appear in the Security Register, notice of such default
hereunder known to the Trustee, unless such default shall have been cured or
waived; provided, however, that, except in the case of a default in the payment
of the principal of (or premium, if any) or interest on any Security or in the
payment of any sinking fund installment with respect to any Security, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors or
Responsible Officers, or one or more Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the interest of the
Holders.  For the purpose of this Section, the term “default” means
any event which is, or after notice or lapse of time, or both, would become, an
Event of Default.

     

    
      	
              SECTION
      11.03  

            	
              Certain
      Rights of Trustee.

            


    

     

    Subject
to the provisions of Section 11.01:

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    (h)    
the
Trustee shall not be deemed to have notice or be charged with knowledge of any
default or Event of Default, as the case may be, unless either (i) a Responsible
Officer of the Trustee shall have actual knowledge of the default or Event of
Default, as the case may be, or (ii) written notice of such default or Event of
Default, as the case may be, shall have been received by the Trustee at the
Corporate Trust Office of the Trustee from the Company, any other obligor on the
Securities or from any Holder and such notice references the Securities and this
Indenture;

     

    (i) the
rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and
shall be enforceable by, the Trustee in each of its capacities hereunder, and to
each agent, custodian and other Person employed to act hereunder;

     

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

     

    (k)    
the
Trustee shall not be personally liable, in case of entry by it upon the
Mortgaged Property, for debts contracted or liabilities or damages incurred in
the management or operation of the Mortgaged Property;

     

    (l)    
the
Trustee may request that the Company deliver an Officer’s Certificate setting
forth the names of individuals and/or titles of officers authorized at such time
to take specified actions pursuant to this Indenture, which Officer’s
Certificate may be signed by any 

     

    
      
        
        

      

      
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    person
authorized to sign an Officer’s Certificate, including any person specified as
so authorized in any such certificate previously delivered and not
superseded;

     

    (m)    
the
permissive right of the Trustee to take or refrain from taking action hereunder
shall not be construed as a duty; and

     

    (n)    
the Trustee shall not be required to give any bond or surety in respect of the
performance of its powers and duties hereunder.

     

    
      	
              SECTION
      11.04  

            	
               Not
      Responsible for Recitals or Issuance of Securities or Application of
      Proceeds and Limitation on Duty of Trustee with respect to Mortgaged
      Property.

            


    

     

    The
recitals contained herein and in the Securities (except the Trustee’s
certificate of authentication on the Securities) 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 value or condition of the Mortgaged Property or any
part thereof, or as to the title of the Company thereto or as to the security
afforded thereby or hereby, or as to the validity, sufficiency or genuineness of
any securities at any time pledged and deposited with the Trustee hereunder, or
as to the validity or sufficiency of this Indenture or of the Securities. The
Trustee shall not be accountable for the use or application by the Company of
the Securities or the proceeds thereof or of any money paid to the Company or
upon Company Order under any provision hereof. The Trustee shall have no
responsibility to make or to see to the making of any recording, filing or
registration of any instrument or notice (including any mortgage or financing or
continuation statement or any tax or securities form) (or any rerecording,
refiling or reregistration of any thereof) at any time in any public office or
elsewhere for the purpose of perfecting, maintaining the perfection of or
otherwise making effective the Lien of this Indenture or for any other purpose
and shall have no responsibility for seeing to the insurance on the Mortgaged
Property or for paying any taxes relating to the Mortgaged Property or for
otherwise maintaining the Mortgaged Property, including, but not limited to,
attending to any environmental matters in respect thereof or disposing of any
hazardous or other wastes located thereon, or of otherwise causing or
ascertaining compliance by the Company of any of its obligations
hereunder.

     

    
      	
              SECTION
      11.05  

            	
              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 commercial banking or
in any other capacity, may become the owner or pledgee of Securities and,
subject to Sections 11.08 and 11.13, may otherwise deal with the Company with
the same rights it would have if it were not such Trustee, Authenticating Agent,
Paying Agent, Security Registrar or such other agent.  Each of said
entities, in its commercial banking or in any other capacity, may also engage in
or be interested in any financial or other transaction with the Company and,
subject to Sections 11.08 and 11.13, may act as depository, trustee or agent for
any committee of Holders of Securities secured hereby or other obligations of
the Company as freely as if it were not Trustee, Authenticating Agent, Paying
Agent, or Security Registrar. The provisions of this Section shall extend to
Affiliates of said entities.

     

    
      
        
        

      

      
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              SECTION
      11.06  

            	
              Money
      Held in Trust.

            


    

     

    Money
held by the Trustee in trust hereunder need not be segregated from other funds,
except to the extent required by law and applicable regulations. 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 in
writing with, and for the sole benefit of, the Company.

     

    
      	
              SECTION
      11.07  

            	
              Compensation
      and Reimbursement.

            


    

     

    The
Company shall:

     

    (a) pay to
the Trustee from time to time such compensation as shall be agreed to in writing
between the Company and the Trustee for all services rendered by it hereunder in
such amounts as the Company and Trustee shall agree to in writing from time to
time (which compensation shall not be limited by any provision of law or
applicable regulation in regard to the compensation of a trustee of an express
trust);

     

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

     

    (c) indemnify
each of the Trustee and its officers, agents, directors and employees (each an
“Indemnitee”) for, and hold them harmless against, any and all loss, damage,
claims, liability or expense, including reasonable attorneys’ fees and expenses
and taxes (other than taxes based upon, measured by or determined by the income
of the Trustee), arising out of or in connection with this Indenture, the
Securities and the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending itself against any
claim (whether asserted by the Company, or any Holder or any other Person) or
liability in connection with the exercise or performance of any of its powers or
duties hereunder, or in connection with enforcing the provisions of this
Section, except to the extent that such loss, damage, claim, liability or
expense is due to its own negligence or willful misconduct.

     

    Without limiting the generality of the
foregoing, the Company agrees to indemnify each Indemnitee against,
and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including reasonable counsel or consultant
fees, charges and disbursements, incurred by or asserted against any Indemnitee
arising out of, in any way connected with, or as a result of (i) any
Environmental Claim to the extent related in any way to the Company or (ii) any
actual or alleged presence, Release or threatened Release of Hazardous Materials
at, under, on or from any real property, any property owned, leased or operated
by any predecessor of the Company, or, to the extent related in any way to the
Company, any property at which the Company has sent Hazardous Materials for
treatment, storage or disposal; provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities or related expenses result from the gross
negligence or willful misconduct of such Indemnitee.

     

    
      
        
        

      

      
        97

        
          

        

      

      
        
        

      

    

    As
security for the performance of the obligations of the Company under this
Section, the Trustee shall have a Lien (the “Trustee’s Lien”) secured by this
Indenture prior to the Securities upon the Mortgaged Property and upon all other
property and funds held or collected by the Trustee as such, other than property
and funds held in trust under Section 9.03 (except moneys payable to the Company
as provided in Section 9.03). “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.

     

    In
addition and without prejudice to the rights provided to the Trustee under any
of the provisions of this Indenture, when the Trustee incurs expenses or renders
services in connection with an Event of Default specified in Section 10.01(d) or
Section 10.01(e), the expenses (including the reasonable charges and expenses of
its counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable Federal or State bankruptcy,
insolvency or other similar law.

     

    The
provisions of this Section 11.07 shall survive the satisfaction and discharge of
this Indenture or the Securities, the termination for any reason of this
Indenture and the resignation or removal of the Trustee.

     

    
      	
              SECTION
      11.08  

            	
              Disqualification;
      Conflicting Interests.

            


    

     

    If the
Trustee shall have or acquire any conflicting interest within the meaning of the
Trust Indenture Act, it shall either eliminate such conflicting interest or
resign to the extent, in the manner and with the effect, and subject to the
conditions, provided in the Trust Indenture Act and this Indenture. 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
      11.09  

            	
              Corporate
      Trustee Required; Eligibility.

            


    

     

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

     

    (a) a
corporation, trust company, banking association, or other Person 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 Fifty
Million Dollars ($50,000,000) and subject to supervision or examination by
Federal or State 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,
and, in either case, qualified and eligible under the Trust Indenture Act. If
such corporation publishes reports of 

     

    
      
        
        

      

      
        98

        
          

        

      

      
        
        

      

    

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

     

    
      	
              SECTION
      11.10  

            	
              Resignation
      and Removal; Appointment of
Successor.

            


    

     

    (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 11.11.

     

    (b) The
Trustee may resign at any time 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 11.11 shall not have been
delivered to the Trustee within thirty (30) days after the giving of such notice
of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee 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 11.08 after written request therefor
by the Company or by any Holder who has been a bona fide Holder for at least six
months; or

     

    (ii) the
Trustee shall cease to be eligible under Section 11.09 and shall fail to resign
after written request therefor by the Company or by any such Holder;
or

     

    (iii) the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or
any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then, in any such case, (x) the Company by a Board Resolution
may remove the Trustee with respect to all Securities or (y) subject to
Section 10.18, 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.

     

    (e) If the
Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause (other than as contemplated
in clause (y) in subsection (d) of this Section), with respect to the Securities
of one or more series the Company, by a Board Resolution, shall take prompt
steps to appoint a successor Trustee or 

     

    
      
        
        

      

      
        99

        
          

        

      

      
        
        

      

    

    Trustees
with respect to the Securities of that or those series (it being understood that
any successor Trustee may be appointed with respect to the Securities of one or
more or all of such series) and shall comply with the applicable requirements of
Section 11.11. If, within one (1) year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of such 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 11.11, 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 such series shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
required by Section 11.11, any Holder who has been a bona fide Holder of a
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 (i) a Board Resolution appointing a successor
Trustee, effective as of a date specified therein, and (ii) an instrument of
acceptance of such appointment, effective as of such date, by such successor
Trustee in accordance with Section 11.11, the Trustee shall be deemed to have
resigned as contemplated in subsection (b) of this Section, the successor
Trustee shall be deemed to have been appointed pursuant to subsection (e) of
this Section and such appointment shall be deemed to have been accepted as
contemplated in Section 11.11, all as of such date, and all other provisions of
this Section and Section 11.11 shall be applicable to such resignation,
appointment and acceptance except to the extent inconsistent with this
subsection (f).

     

    (g) The
Company shall give notice of each resignation and each removal of the Trustee
and each appointment of a successor Trustee by mailing written notice of such
event by first-class mail, postage prepaid, to all Holders as their names and
addresses appear in the Security Register. Each notice shall include the name of
the successor Trustee and the address of its corporate trust
office.

     

    
      	
              SECTION
      11.11  

            	
              Acceptance of
      Appointment by Successor.

            


    

     

    (a) In case
of the appointment hereunder of a successor Trustee, every such successor
Trustee so appointed shall execute, acknowledge and deliver to the Company and
to the retiring Trustee an instrument accepting such appointment, and thereupon
the resignation or removal of the retiring Trustee shall become effective and
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee; but, on the request of the Company or the successor Trustee, such
retiring Trustee shall, upon payment of all sums owed to it, execute and deliver
an instrument transferring to such successor Trustee 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 

     

    
      
        
        

      

      
        100

        
          

        

      

      
        
        

      

    

    such
retiring Trustee hereunder, subject nevertheless to the Trustee’s Lien provided
for in Section 11.07.

     

    (b) Upon
request of any such successor Trustee, the Company shall execute any instruments
which fully vest in and confirm to such successor Trustee all rights, powers and
trusts referred to in subsection (a) of this Section.

     

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

     

    
      	
              SECTION
      11.12  

            	
              Merger,
      Conversion, Consolidation or Succession to
  Business.

            


    

     

    Any
Person into which the Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any Person succeeding to
all or substantially all the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided such Person 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
      11.13  

            	
              Preferential
      Collection of Claims Against
Company.

            


    

     

    If the
Trustee shall be or become a creditor of the Company or any other obligor upon
the 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
3.11(b) of the Trust Indenture Act:

     

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

     

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

     

    
      
        
        

      

      
        101

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      11.14  

            	
              Co-trustees
      and Separate Trustees.

            


    

     

    At any
time or times, for the purpose of meeting the legal requirements of any
jurisdiction (including any jurisdiction in which any of the Mortgaged Property
may at the time be located), the Company and the Trustee shall have power to
appoint, and, upon the written request of the Trustee or of the Holders of at
least thirty-three percentum (33%) in principal amount of the Securities then
Outstanding, the Company shall for such purpose join with the Trustee in the
execution and delivery of all instruments and agreements necessary or proper to
appoint, one or more Persons approved by the Trustee and, if no Event of Default
shall have occurred and be continuing, by the Company either to act as
co-trustee, jointly with the Trustee, of all or any part of the Mortgaged
Property, or to act as separate trustee of any such property, in either case
with such powers as may be provided in the instrument of appointment, and to
vest in such Person or Persons, in the capacity aforesaid, any property, title,
right or power deemed necessary or desirable, subject to the other provisions of
this Section. If the Company does not join in such appointment within fifteen
(15) days after the receipt by it of a request so to do, or if an Event of
Default shall have occurred and be continuing, the Trustee alone shall have
power to make such appointment.

     

    Should
any written instrument or instruments from the Company be required by any
co-trustee or separate trustee so appointed to more fully confirm to such
co-trustee or separate trustee such property, title, right or power, any and all
such instruments shall, on request, be executed, acknowledged and delivered by
the Company.

     

    Every
co-trustee or separate trustee shall, to the extent permitted by law and
applicable regulations, but to such extent only, be appointed subject to the
following conditions:

     

    (A)           the
Securities shall be authenticated and delivered, and all rights, powers, duties
and obligations hereunder in respect of the custody of securities, cash and
other personal property held by, or required to be deposited or pledged with,
the Trustee hereunder, shall be exercised solely, by the Trustee;

     

    (B)           the
rights, powers, duties and obligations hereby conferred or imposed upon the
Trustee in respect of any property covered by such appointment shall be
conferred or imposed upon and exercised or performed either by the Trustee or by
the Trustee and such co-trustee or separate trustee jointly (it being understood
that such co-trustee or separate trustee is not authorized to act separately
without the Trustee joining in such act), as shall be provided in the instrument
appointing such co-trustee or separate trustee, except to the extent that under
any law or applicable regulation of any jurisdiction in which any particular act
is to be performed the Trustee shall be incompetent or unqualified to perform
such act, in which event such rights, powers, duties and obligations shall be
exercised and performed by such co-trustee or separate trustee, but solely at
the direction of the Trustee;

     

    (C)           the
Trustee at any time, by an instrument in writing executed by it, with the
concurrence of the Company, may accept the resignation of or remove any
co-trustee or separate trustee appointed under this Section, and, 

     

    
      
        
        

      

      
        102

        
          

        

      

      
        
        

      

    

    if an
Event of Default shall have occurred and be continuing, the Trustee shall have
power to accept the resignation of, or remove, any such co-trustee or separate
trustee without the concurrence of the Company. The Company shall join with the
Trustee in the execution and delivery of all instruments and agreements
necessary or proper to effectuate such resignation or removal. A successor to
any co-trustee or separate trustee so resigned or removed may be appointed in
the manner provided in this Section;

     

    (D)           neither
the Trustee nor any co-trustee or separate trustee hereunder shall be personally
liable by reason of any act or omission of any other trustee hereunder;
and

     

    (E)           any
Act of Holders delivered to the Trustee shall be deemed to have been delivered
to each such co-trustee and separate trustee.

     

    Every
instrument appointing any separate trustee or co-trustee shall refer to this
Indenture and the conditions of this Article.  Each separate trustee
and co-trustee, upon its acceptance of the trusts conferred, shall be vested
with the estates or property specified in its instrument of appointment, either
jointly with the Trustee or separately, as may be provided therein, subject to
all the provisions of this Indenture, specifically including every provision of
this Indenture relating to the conduct of, affecting the liability of, or
affording protection or rights (including the rights to compensation,
reimbursement and indemnification hereunder) to, the Trustee.  Every
such instrument shall be filed with the Trustee.

     

    Any
separate trustee or co-trustee may at any time constitute the Trustee its agent
or attorney-in-fact with full power and authority, to the extent not prohibited
by law and applicable regulations, to do any lawful act under or in respect of
this Indenture on its behalf and in its name.  If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of his, her or its estates, properties, rights, remedies and trusts shall vest
in and be exercised by the Trustee, to the extent permitted by law and
applicable regulations, without appointment of a new or successor
trustee.

     

    
      	
              SECTION
      11.15  

            	
              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 3.06, 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, trust company or banking
association organized and doing business under the laws of the United States,
any State or Territory thereof or the District of Columbia or the Commonwealth
of Puerto 

     

    
      
        
        

      

      
        103

        
          

        

      

      
        
        

      

    

    Rico,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than Fifty Million Dollars ($50,000,000) and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

     

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

     

    An
Authenticating Agent may resign at any time by giving written notice thereof to
the Trustee and to the Company. The Trustee may at any time terminate the agency
of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company. 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 agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section.

     

    The
provisions of Sections 3.08, 11.04 and 11.05 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:

     

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

     

    THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,as Trustee

     

    
      
        
        

      

      
        104

        
          

        

      

      
        
        

      

    

    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 1.06 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
XII

    LISTS OF HOLDERS; REPORTS BY
TRUSTEE AND COMPANY

     

    
      	
              SECTION
      12.01  

            	
              Lists of
      Holders.

            


    

     

    Semiannually,
not later than June 30 and December 31 in each year, commencing December 31,
2009, and at such other times as the Trustee may request in writing, the Company
shall furnish or cause to be furnished to the Trustee information as to the
names and addresses of the Holders as of a date no more than fifteen (15) days
prior to the date such information is so furnished, 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
      12.02  

            	
              Preservation
      of Information; Communications to
Holders.

            


    

     

    The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list furnished to
the Trustee as provided in Section 12.01 and the names and addresses of Holders
received by the Trustee in its capacity as Security Registrar. The Trustee may
destroy any list furnished to it as provided in Section 12.01 upon receipt of a
new list so furnished.

     

    The
rights of Holders to communicate with other Holders with respect to their rights
under this Indenture or under the Securities, and the corresponding rights and
privileges of the Trustee, shall be as provided in the Trust Indenture
Act.

     

    Every
Holder, by receiving and holding the same, agrees with the Company and the
Trustee that neither the Company nor the Trustee nor any agent of either of them
shall be held accountable by reason of any disclosure of information as to names
and addresses of Holders made pursuant to the Trust Indenture Act.

     

    
      
        
        

      

      
        105

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      12.03  

            	
              Reports
      by Trustee.

            


    

     

    The
Trustee shall transmit to Holders such reports concerning the Trustee and its
actions under this Indenture as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant thereto.

     

    Reports
so required to be transmitted at stated intervals of not more than twelve (12)
months shall be transmitted no later than January 31 in each calendar year,
commencing with the first January 31 after the first issuance of Securities
under this Indenture.

     

    A copy of
each such report shall, at the time of such transmission to Holders, be filed by
the Trustee with each stock exchange upon which any Securities are listed, if
any, with the Commission, as may be required pursuant to the Trust Indenture Act
at the times and in the manner provided in the Trust Indenture Act, and with the
Company.  The Company will promptly notify the Trustee when the
Securities are listed on any stock exchange and of any delisting
thereof.

     

    
      	
              SECTION
      12.04  

            	
              Reports
      by Company.

            


    

     

    For so long as any Securities are
outstanding under this Indenture, notwithstanding that the Company may not be
subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, the Company will file with the Commission within the time periods
specified in the Commission’s rules and regulations (together with extensions
granted by the Commission) for a filer that is a “non-accelerated filer” plus
five Business Days:

     

     

    
      	
               
      

            	
              (i)

            	
              annual
      reports on Form 10-K (or any successor or comparable form) containing the
      information required to be contained therein (or required in such
      successor or comparable form);

            


    

     

     

    
      	
               
      

            	
              (ii)

            	
              quarterly
      reports on Form 10-Q (or any successor or comparable form) containing the
      information required to be contained therein (or required in such
      successor or comparable form); and

            


    

     

     

    
      	
               
      

            	
              (iii)

            	
              any
      Form 8-K of the Company (or any successor or comparable form) containing
      the information required to be contained therein or as may be required in
      such successor or comparable form;

            


    

     

    as would
be required if the Company were subject to such reporting requirements provided, however, that
information provided pursuant to the foregoing shall not be required to comply
with (a) Sections 302, 906 and 404 of the Sarbanes-Oxley Act of 2002, and Items
307, 308 and 402 of Regulation S-K under the Exchange Act, or (b) Regulation G
under the Exchange Act or Item 10(e) of Regulation S-K under the Exchange Act
with respect to any non-GAAP financial information contained
therein.  Notwithstanding the foregoing, the Company shall not be
obligated to file the above reports with the Commission if the Commission does
not permit such filing, in which event the Company will provide such information
to the Trustee and the Holders within 15 days after the time the Company would
have been required to file such information with the Commission if it were a
non-accelerated filer subject to Section 13 or 15(d) of the Exchange
Act.  Further, and notwithstanding the above reporting requirements,
the Company 

     

    
      
        
        

      

      
        106

        
          

        

      

      
        
        

      

    

    shall not
be required to deliver to the Trustee or the Holders any materials for which the
Company has sought and obtained confidential treatment from the Commission, or,
if the Company is not required to file reports under Section 13 or 15(d) of the
Exchange Act, any materials for which the Company would be entitled to
confidential treatment if it were required to file reports under Section 13 or
15(d) of the Exchange Act.

     

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

     

     

    ARTICLE
XIII

    CONSOLIDATION, MERGER,
CONVEYANCE

    OR OTHER
TRANSFER

     

    
      	
              SECTION
      13.01  

            	
              Company
      May Consolidate, Etc., Only on Certain
Terms.

            


    

     

    The
Company shall not consolidate with or merge into any other corporation, or
convey or otherwise transfer, or lease, subject to the Lien of this Indenture,
all of the Mortgaged Property as or substantially as an entirety to any Person,
unless:

     

    (a) the
corporation formed by such consolidation or into which the Company is merged or
the Person which acquires by conveyance or other transfer, or which leases, the
Mortgaged Property as or substantially as an entirety shall be a corporation
organized and existing under the laws of the United States, any State or the
District of Columbia (such corporation being hereinafter sometimes called the
“Successor Corporation”) shall execute and deliver to the Trustee an indenture
supplemental hereto, in form recordable, which:

     

    (i) in the
case of a consolidation, merger, conveyance or other transfer, or in the case of
a lease if the term thereof extends beyond the last Stated Maturity of the
Securities then Outstanding, contains an assumption by the Successor Corporation
of the due and punctual payment of the principal of and premium, if any, and
interest, if any, on all the Securities then Outstanding and the performance and
observance of every covenant and condition of this Indenture to be performed or
observed by the Company; and

     

    (ii) in the
case of a consolidation, merger, conveyance or other transfer, contains a grant,
conveyance, transfer and mortgage by the Successor Corporation, of the same
tenor of the Granting Clauses herein;

     

    (A)           confirming
the Lien of this Indenture on the Mortgaged Property (as constituted immediately
prior to the time such transaction became effective) and subjecting to the Lien
of this Indenture all property, real, personal and mixed, thereafter acquired by
the Successor Corporation which shall constitute an improvement, extension or
addition to the Mortgaged Property (as so 

     

    
      
        
        

      

      
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    constituted)
or a renewal, replacement or substitution of or for any part thereof, and, at
the election of the Successor Corporation;

     

    (B)           at
the election of the Successor Corporation subjecting to the Lien of this
Indenture such property, real, personal or mixed, in addition to the property
described in subclause (A) above, then owned or thereafter acquired by the
Successor Corporation as the Successor Corporation shall, in its sole
discretion, specify or describe therein;

     

    and the
Lien confirmed or created by such grant, conveyance, transfer and mortgage shall
have force, effect and standing similar to those which the Lien of this
Indenture would have had if the Company had not been a party to such
consolidation, merger, conveyance or other transfer and had itself, after the
time such transaction became effective, purchased, constructed or otherwise
acquired the property subject to such grant, conveyance, transfer and
mortgage;

     

    (b) in the
case of a lease, such lease shall be made expressly subject to termination by
the Company or by the Trustee at any time during the continuance of an Event of
Default, and also by the purchaser of the property so leased at any sale thereof
hereunder, whether such sale be made under the power of sale hereby conferred or
pursuant to judicial proceedings; and

     

    (c) 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.

     

    As used
in this Article and in Section 8.09(d), the terms “improvement”, “extension” and
“addition” shall be limited to (a) with respect to real property, if any,
subject to the Lien of this Indenture, any item of personal property which has
been so affixed or attached to such real property as to be regarded to be a part
of such real property under applicable law and regulations and (b) with respect
to personal property subject to the Lien of this Indenture, any improvement,
extension or addition to such personal property which (i) is made to maintain,
renew, repair or improve the function of such personal property and (ii) is
physically installed in or affixed to such personal property.

     

    
      	
              SECTION
      13.02  

            	
              Successor
      Corporation Substituted.

            


    

     

    Upon any
consolidation or merger or any conveyance or other transfer, subject to the Lien
of this Indenture, of all of the Mortgaged Property as or substantially as an
entirety in accordance with Section 13.01, the Successor Corporation shall
succeed to, and be substituted for, and may exercise every power and right of,
the Company under this Indenture with the same effect as if such Successor
Corporation had been named as the “Company” herein. Without limiting the
generality of the foregoing:

     

    (a) all
property of the Successor Corporation then subject to the Lien of this
Indenture, of the character described in Section 1.03, shall constitute Property
Additions;

     

    
      
        
        

      

      
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    (b) the
Successor Corporation may execute and deliver to the Trustee, and thereupon the
Trustee shall, subject to the provisions of Article IV, authenticate and
deliver, Securities upon any basis provided in Article IV; and

     

    (c) the
Successor Corporation may, subject to the applicable provisions of this
Indenture, cause Property Additions to be applied to any other Authorized
Purpose.

     

    All
Securities so executed by the Successor Corporation, and authenticated and
delivered by the Trustee, shall in all respects be entitled to the benefit of
the Lien of 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.

     

    
      	
              SECTION
      13.03  

            	
              Extent
      of Lien Hereof on Property of Successor
  Corporation.

            


    

     

    Unless,
in the case of a consolidation, merger, conveyance or other transfer
contemplated by Section 13.01, the indenture supplemental hereto contemplated in
clause (b)(ii) in Section 13.01, or any other indenture, contains a grant,
conveyance, transfer and mortgage by the Successor Corporation as described in
subclause (B) thereof, neither this Indenture nor such supplemental indenture
shall become or be, or be required to become or be, a Lien upon any of the
properties:

     

    (a) owned by
the Successor Corporation or any other party to such transaction (other than the
Company) immediately prior to the time of effectiveness of such transaction;
or

     

    (b) acquired
by the Successor Corporation at or after the time of effectiveness of such
transaction;

     

    except,
in either case, properties acquired from the Company in or as a result of such
transaction and improvements, extensions and additions to such properties and
renewals, replacements and substitutions of or for any part or parts
thereof.

     

    
      	
              SECTION
      13.04  

            	
              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 13.01, upon the satisfaction of all the conditions specified in
Section 13.01, the Company (such term being used in this Section without giving
effect to such transaction) shall be released and discharged from all
obligations and covenants under this Indenture and on and under all 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 request of the Company, shall acknowledge in writing that the Company has
been so released and discharged.

     

    
      	
              SECTION
      13.05  

            	
              Merger
      into Company; Extent of Lien
Hereof.

            


    

     

    (a) Nothing
in this Indenture shall be deemed to prevent or restrict any consolidation or
merger after the consummation of which the Company would be the surviving or
resulting corporation or any conveyance or other transfer, or lease, subject to
the Lien of this 

     

    
      
        
        

      

      
        109

        
          

        

      

      
        
        

      

    

    Indenture,
of any part of the Mortgaged Property which does not constitute the entirety, or
substantially the entirety, thereof.

     

    (b) Unless,
in the case of a consolidation or merger described in subsection (a) of this
Section, an indenture supplemental hereto shall otherwise provide, this
Indenture shall not become or be, or be required to become or be, a Lien upon
any of the properties acquired by the Company in or as a result of such
transaction or any improvements, extensions or additions to such properties or
any renewals, replacements or substitutions of or for any part or parts
thereof.

     

     

    ARTICLE
XIV

    SUPPLEMENTAL
INDENTURES

     

    
      	
              SECTION
      14.01  

            	
              Supplemental
      Indentures Without Consent of
Holders.

            


    

     

    Without
the consent of any Holders, the Company and the Trustee, at any time and from
time to time, may enter into one or more indentures supplemental hereto, in form
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 and conditions of the Company herein and in
the Securities, all as provided in Article XIII and otherwise complies with the
provisions of Article XIII; 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
correct or amplify the description of any property at any time subject to the
Lien of this Indenture; or better to assure, convey and confirm unto the Trustee
any property subject or required to be subjected to the Lien of this Indenture;
or to subject to the Lien of this Indenture additional property (including
property of Persons other than the Company), to specify any additional Permitted
Liens with respect to such additional property and to modify Section 8.02 in
order to specify therein any additional items with respect to such additional
property; or

     

    (d) 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 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 when no Security of
such series or Tranche remains Outstanding; or

     

    (e) to
establish the form or terms of Securities of any series or Tranche as
contemplated by Sections 2.01 and 3.01; 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 

     

    
      
        
        

      

      
        110

        
          

        

      

      
        
        

      

    

    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 or by a co-trustee or separate trustee; 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
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 make any other
additions to, deletions from or other changes to the provisions under this
Indenture, provided that such additions, deletions and/or other changes shall
not adversely affect the interests of the Holders of Securities of any series or
Tranche in any material respect; or

     

    (k) to comply
with the rules or regulations of any securities exchange or automated quotation
system on which any of the Securities may be listed or traded; or

     

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

     

    Without
limiting the generality of the foregoing, if the Trust Indenture Act as in
effect at the Execution Date, 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 as if this Indenture were qualified
under 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

     

    
      
        
        

      

      
        111

        
          

        

      

      
        
        

      

    

    (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
in an indenture qualified under the Trust Indenture Act 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 amend this Indenture to
effect such changes or elimination.

     

    
      	
              SECTION
      14.02  

            	
              Supplemental
      Indentures With Consent of Holders.

            


    

     

    Subject
to the provisions of Section 14.01, with the consent of the Holders of not less
than 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
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 a 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:

     

    (a) change
the Stated Maturity of the principal of, or any installment of principal of or
interest on, any Security, 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 10.02, or change the coin or currency (or other
property), in which any Security or premium, if any, or 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) permit
the creation of any Lien (not otherwise permitted hereby) ranking prior to the
Lien of this Indenture with respect to all or substantially all of the Mortgaged
Property, or (except by virtue of a supplemental indenture described in clause
(j) in Section 14.01) terminate the Lien of this Indenture on all or
substantially all of the Mortgaged Property or deprive the Holders of the
benefit of the Lien of this Indenture, without, in any such case, the consent of
the Holders of all Securities then Outstanding; or

     

    
      
        
        

      

      
        112

        
          

        

      

      
        
        

      

    

    (c) 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
15.04 for quorum or voting, without, in any such case, the consent of the Holder
of each Outstanding Security of such series or Tranche; or

     

    (d) modify
any of the provisions of this Section, Section 6.09 or Section 10.17 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 the consent of the Holders of all Securities of such
series or Tranche) 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
Section 14.01(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.

     

    
      	
              SECTION
      14.03  

            	
              Execution
      of Supplemental Indentures.

            


    

     

    In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 11.01) shall be fully protected in relying upon, an
Officer’s Certificate and an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee’s own rights, duties, immunities or
liabilities under this Indenture or otherwise.

     

    
      	
              SECTION
      14.04  

            	
              Effect
      of Supplemental Indentures.

            


    

     

    Upon the
execution 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


     

    
      
        
        

      

      
        113

        
          

        

      

      
        
        

      

    

    delivery
thereof, any such restatement shall supersede this Indenture as theretofore in
effect for all purposes.

     

    
      	
              SECTION
      14.05  

            	
              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 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
      14.06  

            	
              Modification
      Without Supplemental Indenture.

            


    

     

    To the
extent, if any, that the form or forms or the terms of any particular series of
Securities shall have been established in or pursuant to a Board Resolution or
an Officer’s Certificate pursuant to a supplemental indenture or a Board
Resolution as contemplated by Sections 2.01 or 3.01, and not in a supplemental
indenture, additions to, changes in or the elimination of any of such terms may
be effected by means of a supplemental Board Resolution or a supplemental
Officer’s Certificate, as the case may be, delivered to, and accepted by, the
Trustee; provided, however, that such supplemental Board Resolution or
supplemental Officer’s Certificate 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 Board
Resolution or supplemental Officer’s Certificate shall be deemed to be a
“supplemental indenture” for purposes of Section 14.04 and 14.05 and a
“supplemental indenture”, “indenture supplemental” to this Indenture or
“instrument” supplemental to this Indenture for purposes of Section
6.08.

     

     

    ARTICLE
XV

    MEETINGS OF HOLDERS; ACTION
WITHOUT MEETING

     

    
      	
              SECTION
      15.01  

            	
              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
      15.02  

            	
              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 15.01, to be held at such time and (except as provided in subsection (b)
of this Section) at such 

     

    
      
        
        

      

      
        114

        
          

        

      

      
        
        

      

    

    place in
the Borough of Manhattan, the City of New York, as the Trustee shall determine,
or, with the approval of the Company, at any other place. Notice of every such
meeting, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given, in the
manner provided in Section 1.09, not less than 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 15.01, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting. If the Trustee shall have been asked
by the Company to call such a meeting, the Company shall determine the time and
place for such meeting 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 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 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
      15.03  

            	
              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
      15.04  

            	
              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 

     

    
      
        
        

      

      
        115

        
          

        

      

      
        
        

      

    

    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 15.05(e),
notice of the reconvening of any meeting adjourned for more than thirty (30)
days shall be given as provided in Section 1.09 not less than ten (10) days
prior to the date on which the meeting is scheduled to be reconvened. Notice of
the reconvening of an adjourned meeting shall state expressly the percentage, as
provided above, of the principal amount of the Outstanding Securities of such
series and Tranches which shall constitute a quorum.

     

    Except as
limited by Section 14.02, any resolution presented to a meeting or adjourned
meeting duly reconvened at which a quorum is present as aforesaid may be adopted
only by the affirmative vote of the Holders of a majority in aggregate principal
amount of the Outstanding 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
      15.05  

            	
               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 and applicable regulations, 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 1.07) of such Securities before
being voted.

     

    
      
        
        

      

      
        116

        
          

        

      

      
        
        

      

    

    (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 1.07 and the appointment of any proxy
shall be proved in the manner specified in Section 1.07. Such regulations may
provide that written instruments appointing proxies, regular on their face, may
be presumed valid and genuine without the proof specified in Section 1.07 or
other proof.

     

    (c) The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders
as provided in Section 15.02(b), in which case the Company or the Holders of
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.

     

    (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 15.02 at which a quorum is present may
be adjourned from time to time by Persons entitled to vote a majority in
aggregate principal amount of the Outstanding 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
      15.06  

            	
              Counting
      Votes and Recording Action of
Meetings.

            


    

     

    The vote
upon any resolution submitted to any meeting of Holders shall be by written
ballots on which shall be subscribed the signatures of the Holders or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding 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 (2) 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 

     

    
      
        
        

      

      
        117

        
          

        

      

      
        
        

      

    

    such
notice was given as provided in Section 15.02 and, if applicable, Section 15.04.
Each copy shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one such copy shall be delivered to
the Company, and another to the Trustee to be preserved by the Trustee, the
latter to have attached thereto the ballots voted at the meeting. Any record so
signed and verified shall be conclusive evidence of the matters therein
stated.

     

    
      	
              SECTION
      15.07  

            	
              Action
      Without Meeting.

            


    

     

    In lieu
of a vote of Holders at a meeting as hereinbefore contemplated in this Article,
any request, demand, authorization, direction, notice, consent, waiver or other
action may be made, given or taken by Holders by one or more written instruments
as provided in Section 1.07.

     

     

    ARTICLE
XVI

    IMMUNITY OF INCORPORATORS,
STOCKHOLDERS, OFFICERS

    AND
DIRECTORS

     

    
      	
              SECTION
      16.01  

            	
              Liability
      Solely Corporate.

            


    

     

    No
recourse shall be had for the payment of the principal of or premium, if any, or
interest, if any, on any 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
(either directly or through the Company or a predecessor or Successor
Corporation), whether by virtue of any law or applicable regulation 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, 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, as originally executed and delivered, and the issuance of the
Securities.

     

    This
Indenture may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same Indenture. Any such counterpart, as
recorded or filed in any jurisdiction, may omit such portions of Exhibits A and
B hereto as shall not describe or refer to properties located in such
jurisdiction.

     


    
      
        
                                                                           


           

        

         
118

      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties hereto have caused this Indenture to be duly executed on the 19th day of
March, 2009, to be effective as of the 23rd day of March, 2009.

     

    


     

    


    
      	 
      	
              TEXAS-NEW
      MEXICO POWER COMPANY

               

               

            
	 
      	
              By:

            	
              /s/
      Terry R. Horn          
                               
      

            
	 
      	 
      	
              Name:
      Terry Horn

            
	 
      	 
      	
              Title:
      Vice President and Treasurer

            
	 
      	 
      	 
      


    

    


    


    


    ACKNOWLEDGMENT:

     

    


     

    STATE OF
NEW
MEXICO                                §

     

                                                                                    §

     

    COUNTY OF
BERNALILLO                              §

     

    This
instrument was acknowledged before me on this 19th day of March, 2009, by Terry
Horn, Vice President and Treasurer of TEXAS-NEW MEXICO POWER COMPANY, a Texas
corporation, on behalf of said corporation.

     

    


     

    __/s/ Sandra L.
Sanchez_____________________

    Notary Public in and for the State
of

    New Mexico

     


    
      
        
          S-1

           

          [Signature
Page to First Mortgage Indenture, dated as of March 23, 2009, of Texas-New
Mexico Power Company]

           

          


           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    


    
      	 
      	
              THE
      BANK OF NEW YORK MELLON TRUST

              COMPANY, N.A., as
      Trustee

               

               

            	 
      
	 
      	
              By:

            	
              /s/
      Teresa
      Petta               
                           
      

            
	 
      	 
      	
              Name:
      Teresa Petta

            
	 
      	 
      	
              Title:
      Vice President

            
	 
      	 
      	 
      


    

    


    


    


    


    ACKNOWLEDGMENT:

     

    


     

    STATE OF
CALIFORNIA                                           §

     

    §

     

    COUNTY OF
LOS
ANGELES                                     §

     

    This instrument was acknowledged before
me on this 19th day of March, 2009, by Teresa Petta, Vice President of THE BANK
OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, on
behalf of said association.

    


    


    


                 /s/ Karen Yu   
    

                      Notary
Public in and for the State of California

    


     


    
      
        
                                                               
         S-2

           

          [Signature
Page to First Mortgage Indenture, dated as of March 23, 2009, of Texas-New
Mexico Power Company]