Exhibit
4.8.12


 




 





 


FIFTY-EIGHTH SUPPLEMENTAL


INDENTURE


 


TO


 


INDENTURE DATED SEPTEMBER 1, 1939


 






 


DUKE ENERGY INDIANA, INC.


 


TO


 


DEUTSCHE BANK NATIONAL TRUST COMPANY


AS TRUSTEE


 






 


DATED AS OF DECEMBER 19, 2008


 






 


CREATING FIRST MORTGAGE BONDS, 2005A PLEDGE SERIES, DUE JULY 1, 2035


 


AND


 


OTHERWISE SUPPLEMENTING AND
AMENDING THE INDENTURE


 




 





 

















 


TABLE OF CONTENTS


 






 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  PARTIES:

  	
   

  	
   

  
	
  Company (Duke Energy
  Indiana, Inc., formerly named each of PSI Energy, Inc. and Public
  Service Company of Indiana, Inc., and successor by consolidation to
  Initial Mortgagor (Public Service Company of Indiana)), and Trustee

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  RECITALS:

  	
   

  	
   

  
	
  Indenture of the Initial Mortgagor, dated
  September 1, 1939, and First Supplemental Indenture thereto of the
  Initial Mortgagor, dated as of March 1, 1941

  	
   

  	
  1

  
	
  Consolidation of Initial Mortgagor (and four other
  companies) into the Company

  	
   

  	
  1

  
	
  Execution by Company of Second Supplemental
  Indenture to the original Indenture

  	
   

  	
  1

  
	
  Company substituted for Initial Mortgagor under
  Indenture

  	
   

  	
  1

  
	
  Execution by Company of Third through the
  Fifty-Seventh Supplemental Indentures to the original Indenture

  	
   

  	
  2

  
	
  Deutsche Bank National Trust Company appointed as
  Successor Trustee

  	
   

  	
  3

  
	
  Change of name of Company from Public Service
  Company of Indiana, Inc. to PSI Energy, Inc., and thereafter to Duke
  Energy Indiana, Inc.

  	
   

  	
  3

  
	
  Amount of bonds presently outstanding under the
  Indenture

  	
   

  	
  3

  
	
  Fifty-Eighth Supplemental Indenture and Bonds of
  the 2005A Pledge Series authorized

  	
   

  	
  4

  
	
  Conditions precedent performed

  	
   

  	
  4

  
	
   

  	
   

  	
   

  
	
  EXECUTING
  CLAUSE

  	
   

  	
  4

  



 


i

















 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
  ARTICLE I.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FIRST MORTGAGE BONDS, 2005A PLEDGE SERIES, DUE JULY 1, 2035.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.

  	
   

  	
  Creation and designation
  of Bonds of the 2005A Pledge Series

  	
   

  	
  5

  
	
  Section 2.

  	
   

  	
  Bonds of the 2005A Pledge
  Series to be in registered form only

  	
   

  	
  5

  
	
   

  	
   

  	
  Form of face of Bonds of the 2005A Pledge
  Series

  	
   

  	
  6

  
	
   

  	
   

  	
  Form of reverse of Bonds of the 2005A Pledge
  Series and Trustee’s certificate

  	
   

  	
  8

  
	
  Section 3.

  	
   

  	
  Date of Bonds of the 2005A Pledge Series

  	
   

  	
  11

  
	
  Section 4.

  	
   

  	
  Maturity date and interest rates of Bonds of the
  2005A Pledge Series

  	
   

  	
  11

  
	
  Section 5.

  	
   

  	
  Place and manner of payment of Bonds of the 2005A
  Pledge Series

  	
   

  	
  11

  
	
  Section 6.

  	
   

  	
  Denominations and numbering of definitive Bonds of
  the 2005A Pledge Series

  	
   

  	
  11

  
	
  Section 7

  	
   

  	
  Maintenance and Renewal Fund shall not apply to
  Bonds of the 2005A Pledge Series

  	
   

  	
  11

  
	
  Section 8.

  	
   

  	
  Inspection requirements shall not apply to Bonds
  of the 2005A Pledge Series

  	
   

  	
  12

  
	
  Section 9.

  	
   

  	
  Company’s right to further amend the original
  Indenture

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE II.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ISSUANCE OF BONDS OF THE 2005A PLEDGE SERIES.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Aggregate principal amount of Bonds of the 2005A
  Pledge Series issuable at once

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE III.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INDENTURE AMENDMENTS.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.

  	
   

  	
  Amendments to Article I of the original
  Indenture

  	
   

  	
  14

  
	
  Section 2.

  	
   

  	
  Amendment to subdivision (2) of
  Article I of the original Indenture to reflect appointment of Successor
  Trustee

  	
   

  	
  14

  
	
  Section 3.

  	
   

  	
  No sinking fund for Bonds of the 2005A Pledge
  Series

  	
   

  	
  14

  



 


ii

















 


	
   

  	
   

  	
  ARTICLE IV.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CONCERNING THE TRUSTEE.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Acceptance of trust by Trustee

  	
   

  	
  14

  
	
  Trustee not responsible for validity or
  sufficiency of Fifty-Eighth Supplemental Indenture, etc.

  	
   

  	
  14

  
	
  Terms and conditions of Article XVII of the
  original Indenture to be applied to the Fifty-Eighth Supplemental Indenture

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE V.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MISCELLANEOUS PROVISIONS.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.

  	
   

  	
  References in any article or section of the original
  Indenture refer to such article or section as amended by all Fifty Eight
  Supplemental Indentures thereto

  	
   

  	
  15

  
	
  Section 2.

  	
   

  	
  Operation and construction of amendments to the
  original Indenture

  	
   

  	
  15

  
	
  Section 3.

  	
   

  	
  All covenants, etc., for sole benefit of parties
  to the Fifty-Eighth Supplemental Indenture and holders of bonds

  	
   

  	
  15

  
	
  Section 4.

  	
   

  	
  Table of contents and headings of articles not
  part of Fifty-Eighth Supplemental Indenture

  	
   

  	
  15

  
	
  Section 5.

  	
   

  	
  Execution of Fifty-Eighth Supplemental Indenture
  in counterparts

  	
   

  	
  15

  
	
  Section 6.

  	
   

  	
  Payments Due on Legal Holidays

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATTESTATION CLAUSE

  	
   

  	
  16

  
	
  SIGNATURES

  	
   

  	
  16

  
	
  ACKNOWLEDGMENT BY COMPANY

  	
   

  	
  18

  
	
  ACKNOWLEDGMENT BY TRUSTEE

  	
   

  	
  19

  



 


iii

















 


FIFTY-EIGHTH
SUPPLEMENTAL INDENTURE dated as of the 19th day of
December, 2008, made and entered into by and between DUKE ENERGY INDIANA, INC.
(hereinafter commonly referred to as the “Company”), a corporation organized
and existing under the laws of the State of Indiana, formerly named each of PSI
Energy, Inc. and Public Service Company of Indiana, Inc., and the
successor by consolidation to Public Service Company of Indiana, an Indiana
corporation, party of the first part, and DEUTSCHE BANK NATIONAL TRUST COMPANY,
a national banking association organized and existing under the laws of the
United States and having its office or place of business in the City of
Chicago, State of Illinois, successor trustee to Bank of America, N.A., as
successor by merger to LaSalle Bank National Association, which was the
successor trustee to The First National Bank of Chicago (hereinafter commonly
referred to as the “Trustee”), party of the second part,


 


WITNESSETH:


 


WHEREAS,
Public Service Company of Indiana (hereinafter commonly referred to as the “Initial
Mortgagor”), prior to its consolidation with certain other corporations to form
the Company, executed and delivered to the Trustee a certain indenture of
mortgage or deed of trust (hereinafter called the “original Indenture” when
referred to as existing prior to any amendment thereto, and the “Indenture”
when referred to as heretofore, now or hereafter amended), dated September 1,
1939, and a First Supplemental Indenture thereto, dated as of March 1,
1941, to secure the bonds of the Initial Mortgagor, its successors and assigns,
issued from time to time under the Indenture in series for the purposes of and
subject to the limitations specified in the Indenture; and


 


WHEREAS,
the Company on September 6, 1941, became, through a consolidation, the
successor of the Initial Mortgagor (and four other companies) and succeeded to
all the rights and became liable for all the obligations of the Initial
Mortgagor (and such other companies); and


 


WHEREAS,
after said consolidation, the Company executed and delivered a Second Supplemental
Indenture, dated as of November 1, 1941, to the original Indenture for the
purposes, among others, of (i) the making by the Company of an agreement
of assumption and adoption by it of the Indenture, (ii) the assumption by
the Company of the bonds (and interest and premium, if any, thereon) issued or
to be issued under the Indenture, and of all terms, covenants and conditions
binding upon it under the Indenture, and the agreeing by the Company to pay,
perform and fulfill the same, and (iii) the conveying to the Trustee upon
the trusts declared in the Indenture, but subject to any outstanding liens and
encumbrances, all the property which the Company then owned or which it might
thereafter acquire, except property of a character similar to the property of
the Initial Mortgagor which is excluded from the lien of the Indenture; and


 


WHEREAS,
all conditions have been met and all acts and things necessary have been done
and performed to make the Indenture the valid and binding agreement of the
Company and to substitute the Company for the Initial Mortgagor under the
Indenture, 


 


1

















 


and
to vest the Company with each and every right and power of the Initial
Mortgagor, including the right and power to issue bonds thereunder; and


 


WHEREAS,
the Company has subsequently executed and delivered, for purposes authorized
under the Indenture, a Third Supplemental Indenture dated as of March 1,
1942, a Fourth Supplemental Indenture dated as of May 1, 1943, a Fifth
Supplemental Indenture dated as of August 1, 1944, a Sixth Supplemental
Indenture dated as of September 1, 1945, a Seventh Supplemental Indenture
dated as of November 1, 1947, an Eighth Supplemental Indenture dated as of
January 1, 1949, a Ninth Supplemental Indenture dated as of May 1,
1950, a Tenth Supplemental Indenture dated as of July 1, 1952, an Eleventh
Supplemental Indenture dated as of January 1, 1954, a Twelfth Supplemental
Indenture dated as of October 1, 1957, a Thirteenth Supplemental Indenture
dated as of February 1, 1959, a Fourteenth Supplemental Indenture dated as
of July 15, 1960, a Fifteenth Supplemental Indenture dated as of June 15,
1964, a Sixteenth Supplemental Indenture dated as of January 1, 1969, a
Seventeenth Supplemental Indenture dated as of March 1, 1970, an
Eighteenth Supplemental Indenture dated as of January 1, 1971, a
Nineteenth Supplemental Indenture dated as of January 1, 1972, a Twentieth
Supplemental Indenture dated as of February 1, 1974, a Twenty-First
Supplemental Indenture dated as of August 1, 1974, a Twenty-Second
Supplemental Indenture dated as of August 1, 1975, a Twenty-Third
Supplemental Indenture dated as of January 1, 1977, a Twenty-Fourth
Supplemental Indenture dated as of October 1, 1977, a Twenty-Fifth
Supplemental Indenture dated as of September 1, 1978, a Twenty-Sixth
Supplemental Indenture dated as of September 1, 1978, a Twenty-Seventh
Supplemental Indenture dated as of March 1, 1979, a Twenty-Eighth
Supplemental Indenture dated as of May 1, 1979, a Twenty-Ninth
Supplemental Indenture dated as of March 1, 1980, a Thirtieth Supplemental
Indenture dated as of August 1, 1980, a Thirty-First Supplemental
Indenture dated as of February 1, 1981, a Thirty-Second Supplemental
Indenture dated as of August 1, 1981, a Thirty-Third Supplemental
Indenture dated as of December 1, 1981, a Thirty-Fourth Supplemental
Indenture dated as of December 1, 1982, a Thirty-Fifth Supplemental
Indenture dated as of March 30, 1984, a Thirty-Sixth Supplemental
Indenture dated as of November 15, 1984, a Thirty-Seventh Supplemental
Indenture dated as of August 15, 1985, a Thirty-Eighth Supplemental
Indenture dated as of October 1, 1986, a Thirty-Ninth Supplemental
Indenture dated as of March 15, 1987, a Fortieth Supplemental Indenture
dated as of June 1, 1987, a Forty-First Supplemental Indenture dated as of
June 15, 1988, a Forty-Second Supplemental Indenture dated as of August 1,
1988, a Forty-Third Supplemental Indenture dated as of September 15, 1989,
a Forty-Fourth Supplemental Indenture dated as of March 15, 1990, a
Forty-Fifth Supplemental Indenture dated as of March 15, 1990, a
Forty-Sixth Supplemental Indenture dated as of June 1, 1990, a
Forty-Seventh Supplemental Indenture dated as of July 15, 1991, a
Forty-Eighth Supplemental Indenture dated as of July 15, 1992, a
Forty-Ninth Supplemental Indenture dated as of February 15, 1993, a
Fiftieth Supplemental Indenture dated as of February 15, 1993, a
Fifty-First Supplemental Indenture dated as of February 1, 1994, a
Fifty-Second Supplemental Indenture dated as of April 30, 1999, a
Fifty-Third Supplemental Indenture dated as of June 15, 2001, a
Fifty-Fourth Supplemental Indenture dated as of September 1, 2002, a
Fifty-Fifth Supplemental Indenture dated as of February 15, 2003, a Fifty-


 


2

















 


Sixth
Supplemental Indenture dated as of December 1, 2004, and a Fifty-Seventh
Supplemental Indenture dated as of August 21, 2008, each supplementing and
amending the Indenture; and


 


WHEREAS,
the Thirty-Fifth Supplemental Indenture authorized and appointed LaSalle Bank
National Association, a national banking association duly organized and
existing under the law of the United States of America with its principal
office in Chicago, Illinois and formerly named LaSalle National Bank, as
Successor Trustee to The First National Bank of Chicago, which appointment was
accepted, and all trust powers under the Indenture were thereby transferred
from The First National Bank of Chicago to LaSalle Bank National Association;
and


 


WHEREAS,
by an Instrument of Resignation, Appointment and Acceptance dated as of December 15,
2008, Bank of America, N.A., as successor by merger to LaSalle Bank National
Association, resigned as trustee and the Company appointed the Trustee as Successor
Trustee thereto, which appointment was thereby accepted by the Trustee
effective as of that date, and all trust powers were thereby transferred from
Bank of America, N.A. to the Trustee; and


 


WHEREAS, the Forty-Sixth Supplemental Indenture
amended the Indenture to reflect a change in the name of the Company from
Public Service Company of Indiana, Inc. to PSI Energy, Inc. effective
as of April 20, 1990, and the Fifty-Seventh Supplemental Indenture amended
the Indenture to reflect a change in the name of the Company from PSI Energy, Inc.
to Duke Energy Indiana, Inc., effective as of October 1, 2006; and


 


WHEREAS,
as of December 19, 2008, the only bonds that have been heretofore issued
under the Indenture which are now outstanding are $7,500,000 aggregate principal
amount of “PSI Energy, Inc. First Mortgage Bonds, Series VV, Due July 15,
2026” and $28,000,000 aggregate principal amount of “PSI Energy, Inc.
First Mortgage Bonds, Series WW, Due August 15, 2027” and
$124,665,000 aggregate principal amount of “PSI Energy, Inc. First
Mortgage Bonds, Series BBB, 8%, Due July 15, 2009” (such bonds being
hereinafter referred to as the “Bonds of Series BBB”) and $53,055,000
aggregate principal amount of “PSI Energy, Inc. First Mortgage Bonds, Series CCC,
8.85%, Due January 15, 2022” and $38,000,000 aggregate principal amount of
“PSI Energy, Inc. First Mortgage Bonds, Series DDD, 8.31%, Due September 1,
2032” and $23,000,000 aggregate principal amount of “PSI Energy, Inc.
First Mortgage Bonds, Series FFF, Due March 1, 2031” and $24,600,000
aggregate principal amount of “PSI Energy, Inc. First Mortgage Bonds, Series GGG,
Due March 1, 2019” and $35,000,000 aggregate principal amount of “PSI
Energy, Inc. First Mortgage Bonds, Series HHH, Due April 1, 2022”
and $77,125,000 aggregate principal amount of “PSI Energy, Inc. First
Mortgage Bonds, Series III, Due December 1, 2039” and $77,125,000
aggregate principal amount of “PSI Energy, Inc. First Mortgage Bonds, Series JJJ,
Due December 1, 2039” and $500,000,000 aggregate principal amount of “Duke
Energy Indiana, Inc. First Mortgage Bonds, Series LLL, 6.35%, Due August 15,
2038”; and


 


3

















 


WHEREAS,
in accordance with the provisions of Section 1 of Article XVIII of
the Indenture, the Board of Directors has authorized the execution and delivery
by the Company of a Fifty-Eighth Supplemental Indenture, substantially in the
form of this Fifty-Eighth Supplemental Indenture, for the purpose of creating a
fifty-seventh series of bonds to be issued under the Indenture, to be known as “Duke
Energy Indiana, Inc. First Mortgage Bonds, 2005A Pledge Series,  Due July 1, 2035” (such bonds being hereinafter
referred to as the “Bonds of the 2005A Pledge Series”), and prescribing the
form and substance of the Bonds of the 2005A Pledge Series and the terms,
provisions and characteristics thereof, and for the purpose of adding to the
covenants and agreements of the Company for the protection of the bondholders
and of the trust estate, of providing the terms and conditions for the
redemption of the Bonds of the 2005A Pledge Series, of adding certain other
covenants and undertakings with respect to the Bonds of the 2005A Pledge Series and
of making such changes in the Indenture as are deemed necessary or desirable
and as are permitted by the Indenture; and


 


WHEREAS,
the Bonds of the 2005A Pledge Series are to be limited in aggregate
principal amount of $50,000,000 and are to be issued by the Company and
delivered to MBIA Insurance Corporation, a New York stock insurance corporation
(the “Insurer”), pursuant to an Insurance and Reimbursement Agreement dated as
of July 1, 2005 (the “Insurance Agreement”), among the Company, The Bank
of New York Trust Company, N.A. and the Insurer under which (i) the
Insurer has issued a financial guaranty insurance policy (the “Policy”)
insuring the payment of the principal of and interest on, and for the benefit
of the holders of, $50,000,000 aggregate principal amount of the Environmental
Refunding Revenue Bonds, Series 2005A (PSI Energy, Inc. Projects)
(the “2005A IFA Bonds”) issued by the Indiana Finance Authority, and (ii) the
Company has agreed to deliver to the Insurer a series of its first mortgage
bonds as security for the Company’s obligation to reimburse the Insurer in respect
of payments made by the Insurer under the Policy; and


 


WHEREAS,
all conditions and requirements necessary to make this Fifty-Eighth
Supplemental Indenture a valid, binding and legal instrument have been done,
performed and fulfilled and the execution and delivery hereof have been in all
respects duly authorized:


 


NOW,
THEREFORE, in consideration of the premises, and of the acceptance and purchase
of the Bonds of the 2005A Pledge Series by the holders and registered
owners thereof, and of the sum of One Dollar ($1.00) duly paid by the Trustee
to the Company, the receipt whereof is hereby acknowledged, and in accordance
with and subject to the terms and provisions of the Indenture, the Company and
the Trustee, respectively, have entered into, executed and delivered this
Fifty-Eighth Supplemental Indenture for the uses and purposes hereinafter
expressed, that is to say:


 


4

















 


ARTICLE I.


 


FIRST MORTGAGE BONDS, 2005A Pledge SERIES, DUE JULY 1, 2035


 


Section 1.  There
are hereby created a fifty-seventh series of bonds to be issued under and
secured by the Indenture, to be designated as “Duke Energy Indiana, Inc.
First Mortgage Bonds, 2005A Pledge Series, Due July 1, 2035” (such series
being the Bonds of the 2005A Pledge Series hereinbefore referred to).


 


Section 2.  The
Bonds of the 2005A Pledge Series shall be issued only in the form of a
separate, single, authenticated, fully registered bond which (i) need not
be in the form of a lithographed or engraved certificate, but may be
typewritten or printed on ordinary paper or such paper as the Trustee may
reasonably request, (ii) shall represent and be denominated in a principal
amount not to exceed fifty million dollars ($50,000,000), (iii) shall be
executed by the Company and authenticated by the Trustee in accordance with the
provisions of the Indenture, and (iv) shall be registered in the name of,
and delivered to, the Insurer, or its permitted assigns.


 


The
Bonds of the 2005A Pledge Series shall be transferable only as required to
effect an assignment thereof to a successor-in-interest of the Insurer under
the Insurance Agreement, provided that the Trustee shall have received notice
from the Company of such an assignment and confirmation that transfer of the
Bonds of the 2005A Pledge Series complies with applicable securities laws.


 


The
Bonds of the 2005A Pledge Series and the Trustee’s certificate to be
endorsed thereon shall be substantially in the following form:


 


[THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY.]


 


5

















 


(FORM OF FACE OF THE BONDS OF THE 2005A PLEDGE SERIES)


 


THE
HOLDER OF THIS BOND BY ACCEPTANCE HEREOF AGREES TO RESTRICTIONS ON TRANSFER, TO
WAIVERS OF CERTAIN RIGHTS OF EXCHANGE, AND TO INDEMNIFICATION PROVISIONS AS SET
FORTH BELOW.  IN ADDITION, THE BOND
REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 AND SUCH BOND MAY NOT BE TRANSFERRED WITHOUT COMPLIANCE WITH
APPLICABLE SECURITIES LAWS.


 


THIS
BOND IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR TO MBIA INSURANCE CORPORATION
UNDER THE INSURANCE AND REIMBURSEMENT AGREEMENT DATED AS OF JULY 1, 2005, AMONG
MBIA INSURANCE CORPORATION, THE BANK OF NEW YORK TRUST COMPANY, N.A. AND DUKE
ENERGY INDIANA, INC.


 


	
  No. R-

  	
   

  	
  $

  



 


DUKE ENERGY INDIANA, INC.


FIRST MORTGAGE BOND, 2005A PLEDGE SERIES,


DUE JULY 1, 2035


 


Duke
Energy Indiana, Inc., an Indiana corporation (hereinafter called the “Company”),
for value received, hereby promises to pay to MBIA Insurance Corporation, or registered
assigns, the principal sum of
                                                          
Dollars
($                      )
on the first day of July, 2035 and to pay interest on said sum from the date
hereof, until said principal sum is paid, at the rate of 4.5% per annum,
payable semi-annually on the first day of January and July in each
year. Both the principal of and the interest on this bond shall be payable in
any coin or currency of the United States of America which at the time of
payment is legal tender for the payment of public and private debts at the
office or agency of the Company in Plainfield, Indiana, or, at the option
of the registered owner hereof, at the office or agency of the Company in the
Borough of Manhattan, the City of New York, State of New York, except that
interest on this bond may be paid, at the option of the Company, by check or
draft mailed to the address of the person entitled thereto as it appears on the
books of the Company maintained for that purpose.


 


REFERENCE
IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE
HEREOF.  SUCH FURTHER PROVISIONS SHALL
FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE.


 


This bond shall not be valid or become obligatory
for any purpose unless and until it shall have been authenticated by the
execution by the Trustee, or its successor in trust under the Indenture, of the
certificate endorsed hereon.


 


6

















 


IN
WITNESS WHEREOF, Duke Energy Indiana, Inc. has caused this bond to be
executed in its name by the manual or facsimile signature of its President or
an Executive Vice President or one of its Vice Presidents, and its corporate
seal or a facsimile thereof to be hereto affixed and attested by the manual or
facsimile signature of its Secretary or one of its Assistant Secretaries.


 


	
  Dated
  as of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DUKE
  ENERGY INDIANA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  President  

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Secretary  

  	
   

  	
   

  



 


7














 


(FORM OF REVERSE OF THE BONDS OF THE 2005A PLEDGE SERIES)


 


This
bond is one of the bonds of the Company issued and to be issued from time to
time under and in accordance with and all secured by an indenture of mortgage
or deed of trust, dated September 1, 1939, from Public Service Company of
Indiana (predecessor of the Company) to The First National Bank of Chicago, as
Trustee, to which Deutsche Bank National Trust Company is successor trustee
(which indenture as amended by all supplemental indentures is hereinafter
referred to as the “Indenture”). Said Trustee or its successor in trust under
the Indenture is hereinafter sometimes referred to as the “Trustee.” Reference
is hereby made to the Indenture for a description of the property mortgaged and
pledged and the nature and extent of the security for said bonds. By the terms
of the Indenture, the bonds secured thereby are issuable in series which may
vary as to date, amount, dates of maturity, rate of interest and in other
respects as in the Indenture provided.


 


This bond is one of a series designated as “Duke
Energy Indiana, Inc. First Mortgage Bonds, 2005A Pledge Series, Due July 1,
2035” (hereinafter referred to as the “Bonds of the 2005A Pledge Series”) of
the Company issued under and secured by the Indenture and created by a
Fifty-Eighth Supplemental Indenture, dated as of December 19, 2008 (the “Fifty-Eighth
Supplemental Indenture”), which also amends the Indenture.


 


The
rights and obligations of the Company and of the bearers and registered owners
of bonds may be modified or amended with the consent of the Company by an
affirmative vote of the bearers or registered owners entitled to vote of at
least seventy-five per centum (75%) in principal amount of the bonds then
outstanding at a meeting of bondholders called for the purpose (and by an
affirmative vote of the bearers or registered owners entitled to vote of at
least seventy-five per centum (75%) in principal amount of bonds of any series
affected by such modification or amendment in case one or more, but less than
all, series of bonds are so affected), all in the manner and subject to the
limitations set forth in the Indenture, any consent by the bearer or registered
owner of any bond being conclusive and binding upon such bearer or registered
owner and upon all future bearers or registered owners of such bond,
irrespective of whether or not any notation of such consent is made on such
bond; provided that no such modification or amendment shall, among other
things, extend the maturity or reduce the amount of, or reduce the rate of
interest on, or otherwise modify the terms of the payment of the principal of,
or interest or premium (if any) on this bond, which obligations are absolute
and unconditional, or permit the creation of any lien ranking prior to or equal
with the lien of the Indenture on any of the mortgaged property.  The Fifty-Eighth Supplemental Indenture
provides that at any time when no bonds issued under the Indenture prior to the
issuance of the “PSI Energy, Inc. First Mortgage Bonds, Series BBB,
8%, Due July 15, 2009” are outstanding, the Company reserves the right to
amend the Indenture, without the consent or other action by the holders of the
bonds outstanding at that time, to decrease the seventy-five per centum (75%)
vote requirement referred to above to sixty-six and two-thirds per centum
(66-2/3%).


 


8

















 


This
bond is issued to MBIA Insurance Corporation (the “Insurer”) as security for
the payment by the Company of its obligations under that certain Insurance and
Reimbursement Agreement dated as of July 1, 2005, among the Company, The
Bank of New York Trust Company, N.A. and the Insurer (the “Insurance Agreement”).  The Insurance Agreement was entered into in
connection with the delivery by the Insurer of its Financial Guaranty Insurance
Policy insuring certain payments of principal of, and interest on, the Indiana
Finance Authority Environmental Refunding Revenue Bonds, Series 2005A (the
“2005A IFA Bonds”) issued by the Indiana Finance Authority (the “IFA”) under a
Trust Indenture, dated as of July 1, 2005, between the IFA and The Bank of
New York Trust Company, N.A., as trustee (the “IFA Indenture”). The proceeds of
the 2005A IFA Bonds have been loaned to the Company pursuant to a Loan Agreement,
dated as of July 1, 2005, between the IFA and the Company.


 


Notwithstanding
any other provision of this bond, no principal shall be due and payable on this
bond unless and until an Event of Default shall have occurred under Section 6.01
of the Insurance Agreement by reason of a failure by the Company to pay its
obligations under the Insurance Agreement. 
If such an Event of Default under the Insurance Agreement shall occur,
it shall be deemed to be a default, for purposes of the Indenture, in the payment
of an amount of principal of this bond equal to the amount of such unpaid
obligations.


 


If
and when interest is paid on the 2005A IFA Bonds, then there is deemed to have
been paid on the Bonds of the 2005A Pledge Series an amount of interest
equal to such interest paid on the 2005A IFA Bonds (or, in the case of the
first interest payment, an amount of interest equal to the interest accrued on
the Bonds of the 2005A Pledge Series since the date issued).  The Company shall promptly notify the Trustee
of the amount of interest and the interest payment date if any interest becomes
payable on this bond.


 


The
Bonds of the 2005A Pledge Series shall be deemed to have been paid and no
longer outstanding under the Indenture to the extent that the 2005A IFA Bonds
are paid or deemed to have been paid and are no longer outstanding under the
IFA Indenture and all amounts owed by the Company to the Insurer under the
Insurance Agreement have been indefeasibly paid in full, and the Trustee has
been notified to such effect by the Company.


 


Notwithstanding
the foregoing, this bond shall be deemed to have been paid and redeemed at any
time if and to the extent that the 2005A IFA Bonds are redeemed pursuant to the
IFA Indenture, in whole or in part, in an amount equal to 100% of the principal
amount of the 2005A IFA Bonds redeemed and all amounts owed by the Company to
the Insurer under the Insurance Agreement have been indefeasibly paid in
full.  The Bonds of the 2005A Pledge Series are
not otherwise redeemable prior to their maturity.


 


In
the event of such redemption of the 2005A IFA Bonds, the Company shall notify
the Insurer and the Trustee that a like principal amount of this bond shall be


 


9

















 


deemed
to have been paid and redeemed.  The
Insurer shall surrender this bond to the Company for cancellation and discharge
by the Trustee upon the expiration of the Insurance Agreement or in the event
that the Release Test (as defined in the Insurance Agreement) is satisfied.


 


In
the case of any of certain events of default specified in the Indenture, the
principal of this bond may be declared or may become due and payable prior to
the stated date of maturity hereof in the manner and with the effect provided
in the Indenture.


 


No
recourse shall be had for the payment of the principal of or interest on this
bond, or for any claim based hereon, or otherwise in respect hereof or of the
Indenture, to or against any incorporator, shareholder, officer or director,
past, present or future, of the Company or of any predecessor or successor
company, either directly or through the Company or such predecessor or
successor company, under any constitution or statute or rule of law, or by
the enforcement of any assessment or penalty, or otherwise, all such liability
of incorporators, shareholders, directors and officers being waived and
released by the registered owner hereof by the acceptance of this bond and
being likewise waived and released by the terms of the Indenture.


 


No
service charge will be made for any transfer or exchange of this bond, but the
Company may require a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.


 


(FORM OF TRUSTEE’S CERTIFICATE)


 


TRUSTEE’S CERTIFICATE


 


This bond is one of the Bonds of the 2005A Pledge Series designated
therein referred to and described in the within mentioned Indenture and
Fifty-Eighth Supplemental Indenture.


 


	
   

  	
  DEUTSCHE
  BANK NATIONAL TRUST COMPANY, AS TRUSTEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


[THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY.]


 


10

















 


Section 3.  Each
Bond of the 2005A Pledge Series issued prior to the first interest payment
date shall be dated as of December 19, 2008, and otherwise shall be dated
as provided in Section 1 of Article II of the Indenture.


 


Section 4.  All
Bonds of the 2005A Pledge Series shall be due and payable on July 1,
2035, and shall bear interest from the date thereof at the rate of 4.5% per
annum, payable semi-annually on the first day of January and July in
each year, commencing January 1, 2009.


 


If
and when interest is paid on the 2005A IFA Bonds, then there is deemed to have
been paid on the Bonds of the 2005A Pledge Series an amount of interest
equal to such interest paid on the 2005A IFA Bonds (or, in the case of the
first interest payment, an amount of interest equal to the interest accrued on
the Bonds of the 2005A Pledge Series since the date issued).  The Company shall promptly notify the Trustee
of the amount of interest and the interest payment date if any interest becomes
payable on the Bonds of the 2005A Pledge Series.


 


Section 5.  Both
the principal of and the interest on the Bonds of the 2005A Pledge Series shall
be payable in any coin or currency of the United States of America which at the
time of payment is legal tender for the payment of public and private debts, at
the office or agency of the Company in Plainfield, Indiana, or, at the
option of the holder thereof, at the office or agency of the Company in the
Borough of Manhattan, the City of New York, State of New York, except that
interest on the Bonds of the 2005A Pledge Series may be paid, at the
option of the Company, by check or draft mailed to the address of the person
entitled thereto as it appears on the books of the Company maintained for that
purpose.


 


Section 6. 
Definitive Bonds of the 2005A Pledge Series shall be issuable in
denominations of $2,000 or multiples of $1,000 in excess thereof, numbered
consecutively from “R-1” upward.


 


The
Bonds of the 2005A Pledge Series shall be executed on behalf of the
Company by the manual or facsimile signature of its President or an Executive
Vice President or one of its Vice Presidents and shall have affixed thereto the
seal of the Company or a facsimile thereof attested by the manual or facsimile
signature of its Secretary or one of its Assistant Secretaries and shall be
authenticated by the execution by the Trustee of the certificate endorsed on
said bonds.


 


No
service charge will be made by the Company for the transfer or for the exchange
of Bonds of the 2005A Pledge Series except, in the case of transfer, a
charge sufficient to reimburse the Company for any tax or other governmental
charge payable in connection therewith.


 


Section 7.  Article IX
of the Indenture, “Maintenance and Renewal Fund and Sinking Fund Provisions”,
as heretofore amended or supplemented shall not apply to the 


 


11

















 


Bonds
of Series BBB or to any subsequently created series of bonds (which
includes the Bonds of the 2005A Pledge Series) from and after the date on which
no series of bonds created under the Indenture prior to the Bonds of Series BBB
are outstanding.


 


Section 8.  Section 22
of Article V of the Indenture as heretofore amended or supplemented which,
among other things, requires an inspection of the mortgaged property every two
years by an independent engineer, shall not apply to the Bonds of Series BBB
or to any subsequently created series of bonds (which includes the Bonds of the
2005A Pledge Series), from and after the date on which no series of bonds
created under the Indenture prior to the Bonds of Series BBB are
outstanding.


 


Section 9.  The
Company reserves the right, without consent or other action by the holders of
the Bonds of Series BBB or of any subsequently created series of bonds
(which includes the Bonds of the 2005A Pledge Series), to amend the Indenture,
as heretofore amended or supplemented, at any time after all bonds of any
series created prior to the Bonds of Series BBB are no longer outstanding
under the Indenture, as follows:


 


(a) 
by substituting for the words “in principal amount not greater than sixty per
centum (60%) of” in Section 3 of Article IV thereof the following:


 


“in
principal amount not greater than sixty-six and two-thirds per centum (66-2/3%)
of ”.


 


(b) 
by substituting for the words “shall exceed sixty per centum (60%) of the value
of bondable property so acquired” in Section 9 of Article V thereof
the following:


 


“shall
exceed sixty-six and two-thirds per centum (66-2/3%) of the value of bondable
property so acquired”.


 


(c) 
by substituting for the words “shall be deemed to be paid within the meaning of
this article; provided, that the date for the
payment or redemption of such bonds shall be not more than one (1) year
after such moneys shall have been so set apart or paid.” in the first paragraph
of Article XIV thereof the following:


 


“shall
be deemed to be paid within the meaning of this article.”.


 


(d) 
by substituting for the words “with the consent of holders of at least
seventy-five per centum (75%) in aggregate principal amount of the bonds at the
time outstanding;” in sub-section (a) of Section 3 of Article XVIII
thereof the following:


 


12

















 


“with
the consent of holders of at least sixty-six and two-thirds per centum
(66-2/3%) in aggregate principal amount of the bonds at the time outstanding;”.


 


(e) 
by substituting for the words “holders (or persons entitled to vote the bonds)
of not less than seventy-five per centum (75%) in aggregate principal amount of
the bonds entitled to be voted” in sub-section (l) of Section 3 of Article XVIII
thereof the following:


 


“holders
(or persons entitled to vote the bonds) of not less than sixty-six and two-thirds
per centum (66-2/3%) in aggregate principal amount of the bonds entitled to be
voted”.


 


(f) 
by substituting for the words “holders (or persons entitled to vote the bonds)
of at least seventy-five per centum (75%) in principal amount of the bonds outstanding”
in sub-section (m) of Section 3 of Article XVIII thereof the
following:


 


“holders
(or persons entitled to vote the bonds) of at least sixty-six and two-thirds
per centum (66-2/3%) in principal amount of the bonds outstanding”.


 


ARTICLE II.


 


ISSUANCE OF BONDS OF THE
2005A PLEDGE SERIES.


 


The
Bonds of the 2005A Pledge Series, in the aggregate principal amount not
exceeding fifty million dollars ($50,000,000), may be executed by the Company
and delivered to the Trustee for authentication, and shall be authenticated and
delivered by the Trustee to or upon the order of the Company (which
authentication and delivery may be made without awaiting the filing or
recording of this Fifty-Eighth Supplemental Indenture), upon receipt by the
Trustee of the resolutions, certificates, orders, opinions and other
instruments required by the provisions of Section 2 of Article IV of
the Indenture to be received by the Trustee as a condition to the
authentication and delivery by the Trustee of bonds pursuant to said Section 2.


 


13

















 


ARTICLE III.


 


INDENTURE AMENDMENTS.


 


Section 1.  Article I
of the Indenture, as heretofore amended, is hereby further amended (i) by
adding immediately after subdivision “(97)” thereof an additional subdivision
numbered “(98)” and reading as follows:


 


“(98) The term ‘Fifty-Eighth
Supplemental Indenture’ shall mean the Fifty-Eighth Supplemental Indenture
executed by the Company and the Trustee, dated as of December 19, 2008,
supplementing and amending the Indenture; and the term ‘Bonds of the 2005A
Pledge Series’ shall mean the ‘Duke Energy Indiana, Inc. First Mortgage
Bonds, 2005A Pledge Series, Due July 1, 2035’ created by the Fifty-Eighth
Supplemental Indenture.”


 


and
(ii) by changing the numbering of the present subdivision “(98)” thereof
to “(99)”.


 


Section 2. 
Subdivision (2) of Article I of the Indenture, as heretofore
amended, is hereby further amended by deleting said subdivision and inserting
in lieu thereof the following subdivision to read as follows:


 


“(2) The term ‘Trustee’
shall mean The First National Bank of Chicago for the period of time prior to March 30,
1984, shall mean Bank of America, N.A., as successor by merger to LaSalle Bank
National Association, for the period of time from March 30, 1984 to and
including December 14, 2008 and, as of December 15, 2008 and
thereafter, shall mean Deutsche Bank National Trust Company and, subject to Article XVII
hereof, shall also include its successors and assigns.”


 


Section 3.  The Bonds of the 2005A Pledge Series shall
not be entitled to the benefit of a sinking fund.


 


ARTICLE IV.


 


CONCERNING THE TRUSTEE.


 


The
Trustee hereby accepts the trusts hereby declared and agrees to perform the
same upon the terms and conditions in the Indenture and in this Fifty-Eighth
Supplemental Indenture set forth.  The
Trustee shall not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this Fifty-Eighth Supplemental Indenture or the
due execution hereof by the Company or for or in respect of the recitals
contained herein, all of which recitals are made by the Company solely. In
general, each and every term and condition contained in Article XVII of
the Indenture shall apply to this Fifty-Eighth Supplemental Indenture.


 


14

















 


ARTICLE V.


 


MISCELLANEOUS PROVISIONS.


 


Section 1. 
Wherever in the original Indenture or in any of the fifty-eight
supplemental indentures thereto reference is made to any article or section of
the original Indenture, such reference shall be deemed to refer to such article
or section as amended by such supplemental indentures.


 


Section 2.  Upon
the execution and delivery hereof, the Indenture shall thereupon be deemed to
be amended as hereinabove set forth as fully and with the same effect as if the
amendments made hereby were set forth in the original Indenture and each of the
fifty-eight supplemental indentures to the Indenture shall henceforth be read,
taken and construed as one and the same instrument; but such amendments shall
not operate so as to render invalid or improper any action heretofore taken
under the original Indenture or said supplemental indentures.


 


Section 3. All the covenants, stipulations and
agreements in this Fifty-Eighth Supplemental Indenture contained are and shall
be for the sole and exclusive benefit of the parties hereto, their successors
and assigns, and of the holders from time to time of the bonds.


 


Section 4.  The
table of contents to, and the headings of the different articles of, this
Fifty-Eighth Supplemental Indenture are inserted for convenience of reference,
and are not to be taken to be any part of the provisions hereof, nor to control
or affect the meaning, construction or effect of the same.


 


Section 5.  This
Fifty-Eighth Supplemental Indenture may be simultaneously executed in any
number of counterparts, and all such counterparts shall constitute but one and
the same instrument.


 


Section 6. 
Whenever a payment of principal or interest in respect of the Bonds of
the 2005A Pledge Series are due on any day other than a business day (as
hereinafter defined), such payment shall be payable on the first business day
next following such date, and, in the case of a principal payment, interest on
such principal payment shall accrue to the date of such principal payment. For
the purposes of this Section 6 the term business day shall mean any day
other than a day on which the Trustee is authorized by law to close.


 


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15

















 


IN
WITNESS WHEREOF, said Duke Energy Indiana, Inc. has caused this instrument
to be executed in its corporate name by its President or one of its Vice
Presidents and to be attested by its Secretary or one of its Assistant
Secretaries and said Deutsche Bank National Trust Company has caused this
instrument to be executed in its corporate name by one of its Vice Presidents
and to be attested by one of its Assistant Secretaries, in several
counterparts, all as of the day and year first above written.


 


	
   

  	
   

  	
  DUKE ENERGY INDIANA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (CORPORATE SEAL)

  	
   

  	
  By

  	
  /s/ Stephen G. De May

  
	
   

  	
   

  	
   

  	
  Stephen
  G. De May

  
	
   

  	
   

  	
   

  	
  Vice
  President and Treasurer

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Robert T. Lucas III

  	
   

  	
   

  
	
  Robert
  T. Lucas III, Assistant Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed and delivered by Duke Energy
  Indiana, Inc. in the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Jennie M. Raine

  	
   

  	
   

  
	
  Jennie
  M. Raine, Witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Delcia S. Dunlap

  	
   

  	
   

  
	
  Delcia
  S. Dunlap, Witness

  	
   

  	
   

  



 


16

















 


	
   

  	
   

  	
  DEUTSCHE
  BANK NATIONAL TRUST COMPANY, solely as Trustee and not in its individual
  capacity

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (CORPORATE
  SEAL)

  	
   

  	
  By

  	
  /s/ Victoria Y. Douyon

  
	
   

  	
   

  	
   

  	
  Victoria
  Y. Douyon

  
	
   

  	
   

  	
   

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Jeffrey J. Powell

  	
   

  	
   

  
	
  Jeffrey
  J. Powell, Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed and delivered by Deutsche Bank National
  Trust Company in the presence of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  George F. Kubin

  	
   

  	
   

  
	
  George
  F. Kubin, Witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Kathy Cokic

  	
   

  	
   

  
	
  Kathy
  Cokic, Witness

  	
   

  	
   

  



 


17

















 


	
  STATE
  OF NORTH CAROLINA

  	
  )

  
	
   

  	
  )
  ss:

  
	
  COUNTY
  OF MECKLENBURG

  	
  )

  



 


BE
IT REMEMBERED, that on this 19th day of December, 2008, before me, the
undersigned, a notary public in and for the County and State aforesaid, duly
commissioned and qualified, personally appeared Stephen G. De May and
Robert T. Lucas III, personally known to me to be the same persons whose names
are subscribed to the foregoing instrument, and personally known to me to be
the Vice President and Treasurer, and an Assistant Secretary, respectively, of
Duke Energy Indiana, Inc., an Indiana corporation, and acknowledged that
they signed and delivered said instrument as their free and voluntary act as
such Vice President and Treasurer, and Assistant Secretary, respectively, and
as the free and voluntary act of said Duke Energy Indiana, Inc., for the
uses and purposes therein set forth; in pursuance of the power and authority
granted to them by resolution of the Board of Directors of said Company.


 


IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my notarial seal the day and year aforesaid.


 


	
  (NOTARIAL
  SEAL)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Patricia C. Ross

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
  Patti C. Ross, Notary

  	
   

  
	
  My commission expires: 10-17-2009

  	
   

  
	
  County
  of residence: Mecklenburg

  	
   

  



 


18

















 


	
  STATE
  OF ILLINOIS

  	
  )

  
	
   

  	
  )
  ss:

  
	
  COUNTY
  OF COOK

  	
  )

  



 


BE
IT REMEMBERED, that on this 29th day of January, 2009, before me, the
undersigned, a notary public in and for the County and State aforesaid, duly
commissioned and qualified, personally appeared Victoria Y. Douyon and Jeffrey
J. Powell personally known to me to be the same persons whose names are
subscribed to the foregoing instrument, and personally known to me to be Vice
Presidents of Deutsche Bank National Trust Company, a national banking
association, and acknowledged that they signed and delivered said instrument as
their free and voluntary act as such Vice Presidents, respectively, and as the
free and voluntary act of said Deutsche Bank National Trust Company, for the uses
and purposes therein set forth; in pursuance of the power and authority granted
to them by the bylaws of said association.


 


IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my notarial seal the day and year aforesaid.


 


	
  (NOTARIAL
  SEAL)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Theresa M. Jacobson

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
   

  	
   

  
	
                                       ,
  Notary

  	
   

  
	
  My commission expires:                        

  	
   

  
	
  County
  of residence: Cook

  	
   

  



 


19