Exhibit 4.A


 


 


THE UNION LIGHT, HEAT AND POWER COMPANY


 


AND


 


DEUTSCHE BANK TRUST COMPANY AMERICAS, Trustee


 


 










 


Indenture


 










 


 


Dated as of December 1, 2004


 





















 


	
  Trust Indenture

  Act Section

  	
   

  	
  Indenture Section

  
	
   

  	
   

  	
   

  
	
  Section 310(a)(1)

  	
   

  	
  609

  
	
  (a)(2)

  	
   

  	
  609

  
	
  (a)(3)

  	
   

  	
  Not Applicable

  
	
  (a)(4)

  	
   

  	
  Not Applicable

  
	
  (b)

  	
   

  	
  608

  
	
   

  	
   

  	
  610

  
	
  Section 311(a)

  	
   

  	
  613

  
	
  (b)

  	
   

  	
  613

  
	
  Section 312(a)

  	
   

  	
  701

  
	
   

  	
   

  	
  702

  
	
  (b)

  	
   

  	
  702

  
	
  (c)

  	
   

  	
  702

  
	
  Section 313(a)

  	
   

  	
  703

  
	
  (b)

  	
   

  	
  703

  
	
  (c)

  	
   

  	
  703

  
	
  (d)

  	
   

  	
  703

  
	
  Section 314(a)

  	
   

  	
  704

  
	
  (a)(4)

  	
   

  	
  101

  
	
   

  	
   

  	
  1004

  
	
  (b)

  	
   

  	
  Not Applicable

  
	
  (c)(1)

  	
   

  	
  102

  
	
  (c)(2)

  	
   

  	
  102

  
	
  (c)(3)

  	
   

  	
  Not Applicable

  
	
  (d)

  	
   

  	
  Not Applicable

  
	
  (e)

  	
   

  	
  102

  
	
  Section 315(a)

  	
   

  	
  601

  
	
  (b)

  	
   

  	
  602

  
	
  (c)

  	
   

  	
  601

  
	
  (d)

  	
   

  	
  601

  
	
  (e)

  	
   

  	
  514

  
	
  Section 316(a)

  	
   

  	
  101

  
	
  (a)(1)(A)

  	
   

  	
  502

  
	
   

  	
   

  	
  512

  
	
  (a)(1)(B)

  	
   

  	
  513

  
	
  (a)(2)

  	
   

  	
  Not Applicable

  
	
  (b)

  	
   

  	
  508

  
	
  (c)

  	
   

  	
  104

  
	
  Section 317(a)(1)

  	
   

  	
  503

  
	
  (a)(2)

  	
   

  	
  504

  
	
  (b)

  	
   

  	
  1003

  
	
  Section 318(a)

  	
   

  	
  107

  



 










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


 





















 


THE UNION LIGHT, HEAT AND POWER COMPANY


Indenture


Dated as of December 1, 2004


 


TABLE OF CONTENTS


 


	
  PARTIES

  	
   

  
	
  RECITALS OF THE
  COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE ONE

  

  Definitions and Other Provisions of General Application

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 101.

  	
  Definitions:

  	
   

  
	
   

  	
  Act

  	
   

  
	
   

  	
  Affiliate; control

  	
   

  
	
   

  	
  Authenticating
  Agent

  	
   

  
	
   

  	
  Board of Directors

  	
   

  
	
   

  	
  Board Resolution

  	
   

  
	
   

  	
  Business Day

  	
   

  
	
   

  	
  Commission

  	
   

  
	
   

  	
  Company

  	
   

  
	
   

  	
  Company Request; Company
  Order

  	
   

  
	
   

  	
  Corporate Trust
  Office

  	
   

  
	
   

  	
  Corporation

  	
   

  
	
   

  	
  Covenant Defeasance

  	
   

  
	
   

  	
  Defaulted Interest

  	
   

  
	
   

  	
  Defeasance

  	
   

  
	
   

  	
  Depositary

  	
   

  
	
   

  	
  Event of Default

  	
   

  
	
   

  	
  Exchange Act

  	
   

  
	
   

  	
  Expiration Date

  	
   

  
	
   

  	
  Global Security

  	
   

  
	
   

  	
  Holder

  	
   

  
	
   

  	
  Indenture

  	
   

  
	
   

  	
  interest

  	
   

  
	
   

  	
  Interest Payment
  Date

  	
   

  
	
   

  	
  Investment Company
  Act

  	
   

  
	
   

  	
  Junior
  Subordinated Securities

  	
   

  
	
   

  	
  Maturity

  	
   

  
	
   

  	
  Notice of Default

  	
   

  
	
   

  	
  Officers’
  Certificate

  	
   

  



 


i





















 


	
   

  	
  Opinion of Counsel

  	
   

  
	
   

  	
  Original
  Issue Discount Security

  	
   

  
	
   

  	
  Outstanding

  	
   

  
	
   

  	
  Paying Agent

  	
   

  
	
   

  	
  Person

  	
   

  
	
   

  	
  Place of Payment

  	
   

  
	
   

  	
  Predecessor
  Security

  	
   

  
	
   

  	
  Redemption Date

  	
   

  
	
   

  	
  Redemption Price

  	
   

  
	
   

  	
  Regular Record Date

  	
   

  
	
   

  	
  Responsible Officer

  	
   

  
	
   

  	
  Securities

  	
   

  
	
   

  	
  Securities Act

  	
   

  
	
   

  	
  Security Register;
  Security Registrar

  	
   

  
	
   

  	
  Senior Debt

  	
   

  
	
   

  	
  Special Record Date

  	
   

  
	
   

  	
  Stated Maturity

  	
   

  
	
   

  	
  Subsidiary

  	
   

  
	
   

  	
  Trust Indenture Act

  	
   

  
	
   

  	
  Trustee

  	
   

  
	
   

  	
  U.S.
  Government Obligation

  	
   

  
	
   

  	
  Vice President

  	
   

  
	
  Section 102.

  	
  Compliance Certificates and
  Opinions

  	
   

  
	
  Section 103.

  	
  Form of Documents
  Delivered to Trustee

  	
   

  
	
  Section 104.

  	
  Acts of Holders; Record
  Dates

  	
   

  
	
  Section 105.

  	
  Notices, Etc., to Trustee
  and Company

  	
   

  
	
  Section 106.

  	
  Notice to Holders; Waiver

  	
   

  
	
  Section 107.

  	
  Conflict with Trust
  Indenture Act

  	
   

  
	
  Section 108.

  	
  Effect of Headings and Table
  of Contents

  	
   

  
	
  Section 109.

  	
  Successors and Assigns

  	
   

  
	
  Section 110.

  	
  Separability Clause

  	
   

  
	
  Section 111.

  	
  Benefits of Indenture

  	
   

  
	
  Section 112.

  	
  Governing Law

  	
   

  
	
  Section 113.

  	
  Legal Holidays

  	
   

  
	
  Section 114.

  	
  Certain Matters Relating to
  Currencies

  	
   

  
	
  Section 115.

  	
  Immunity of Incorporators,
  Stockholders, Officers and Directors

  	
   

  
	
  Section 116.

  	
  Counterparts

  	
   

  
	
  Section 117.

  	
  Assignment to Subsidiary

  	
   

  



 


ii





















 


	
  ARTICLE TWO

  

  Security Forms

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 201

  	
  Forms Generally

  	
   

  
	
  Section 202.

  	
  Form of Face of Security

  	
   

  
	
  Section 203.

  	
  Form of Reverse of
  Security

  	
   

  
	
  Section 204.

  	
  Form of
  Legend for Global Securities

  	
   

  
	
  Section 205.

  	
  Form of
  Trustee’s Certificate of Authentication

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE THREE

  

  The Securities

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 301.

  	
  Amount
  Unlimited; Issuable in Series

  	
   

  
	
  Section 302.

  	
  Denominations

  	
   

  
	
  Section 303.

  	
  Execution,
  Authentication, Delivery and Dating

  	
   

  
	
  Section 304.

  	
  Temporary
  Securities

  	
   

  
	
  Section 305.

  	
  Registration,
  Registration of Transfer and Exchange

  	
   

  
	
  Section 306.

  	
  Mutilated,
  Destroyed, Lost and Stolen Securities

  	
   

  
	
  Section 307.

  	
  Payment of
  Interest; Interest Rights Preserved

  	
   

  
	
  Section 308.

  	
  Persons
  Deemed Owners

  	
   

  
	
  Section 309.

  	
  Cancellation

  	
   

  
	
  Section 310.

  	
  Computation
  of Interest

  	
   

  
	
  Section 311.

  	
  CUSIP Numbers

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE FOUR

  

  Satisfaction and Discharge

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 401.

  	
  Satisfaction
  and Discharge of Indenture

  	
   

  
	
  Section 402.

  	
  Application
  of Trust Money

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE FIVE

  

  Remedies

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 501.

  	
  Events of Default

  	
   

  
	
  Section 502.

  	
  Acceleration
  of Maturity; Rescission and Annulment

  	
   

  



 


iii





















 


	
  Section 503.

  	
  Collection
  of Indebtedness and Suits for Enforcement by Trustee

  	
   

  
	
  Section 504.

  	
  Trustee May File
  Proofs of Claim

  	
   

  
	
  Section 505.

  	
  Trustee May Enforce
  Claims Without Possession of Securities

  	
   

  
	
  Section 506.

  	
  Application
  of Money Collected

  	
   

  
	
  Section 507.

  	
  Limitation on
  Suits

  	
   

  
	
  Section 508.

  	
  Unconditional
  Right of Holders to Receive Principal, Premium and Interest

  	
   

  
	
  Section 509.

  	
  Restoration
  of Rights and Remedies

  	
   

  
	
  Section 510.

  	
  Rights and
  Remedies Cumulative

  	
   

  
	
  Section 511.

  	
  Delay or
  Omission Not Waiver

  	
   

  
	
  Section 512.

  	
  Control by
  Holders

  	
   

  
	
  Section 513.

  	
  Waiver of
  Past Defaults

  	
   

  
	
  Section 514.

  	
  Undertaking
  for Costs

  	
   

  
	
  Section 515.

  	
  Waiver of
  Usury, Stay or Extension Laws

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE SIX

  

  The Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 601.

  	
  Certain
  Duties and Responsibilities

  	
   

  
	
  Section 602.

  	
  Notice of
  Defaults

  	
   

  
	
  Section 603.

  	
  Certain
  Rights of Trustee

  	
   

  
	
  Section 604.

  	
  Not
  Responsible for Recitals or Issuance of Securities

  	
   

  
	
  Section 605.

  	
  May Hold
  Securities

  	
   

  
	
  Section 606.

  	
  Money Held in
  Trust

  	
   

  
	
  Section 607.

  	
  Compensation
  and Reimbursement

  	
   

  
	
  Section 608.

  	
  Conflicting
  Interests

  	
   

  
	
  Section 609.

  	
  Corporate Trustee
  Required; Eligibility

  	
   

  
	
  Section 610.

  	
  Resignation
  and Removal; Appointment of Successor

  	
   

  
	
  Section 611.

  	
  Acceptance
  of Appointment by Successor

  	
   

  
	
  Section 612.

  	
  Merger,
  Conversion, Consolidation or Succession to Business

  	
   

  
	
  Section 613.

  	
  Preferential
  Collection of Claims Against Company

  	
   

  
	
  Section 614.

  	
  Appointment
  of Authenticating Agent

  	
   

  
	
  Section 615.

  	
  Indemnification

  	
   

  



 


iv





















 


	
  ARTICLE SEVEN

  

  Holders’ Lists and Reports by Trustee and Company

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 701.

  	
  Company to
  Furnish Trustee Names and Addresses of Holders

  	
   

  
	
  Section 702.

  	
  Preservation
  of Information; Communications to Holders

  	
   

  
	
  Section 703.

  	
  Reports by
  Trustee

  	
   

  
	
  Section 704.

  	
  Reports by
  Company

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT

  

  Consolidation, Merger and Sale

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 801.

  	
  Consolidation
  and Mergers Permitted

  	
   

  
	
  Section 802.

  	
  Rights and
  Duties of Successor Company

  	
   

  
	
  Section 803.

  	
  Opinion of
  Counsel

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE NINE

  

  Supplemental Indentures

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 901.

  	
  Supplemental
  Indentures Without Consent of Holders

  	
   

  
	
  Section 902.

  	
  Supplemental
  Indentures With Consent of Holders

  	
   

  
	
  Section 903.

  	
  Execution
  of Supplemental Indentures

  	
   

  
	
  Section 904.

  	
  Effect of
  Supplemental Indentures

  	
   

  
	
  Section 905.

  	
  Conformity
  with Trust Indenture Act

  	
   

  
	
  Section 906.

  	
  Reference
  in Securities to Supplemental Indentures

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE TEN

  

  Covenants

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1001.

  	
  Payment of
  Principal, Premium and Interest

  	
   

  
	
  Section 1002.

  	
  Maintenance
  of Office or Agency

  	
   

  
	
  Section 1003.

  	
  Money for
  Securities Payments to Be Held in Trust

  	
   

  
	
  Section 1004.

  	
  Statement
  by Officers as to Default

  	
   

  
	
  Section 1005.

  	
  Maintenance
  of Properties

  	
   

  



 


v





















 


	
  Section 1006.

  	
  Payment of
  Taxes and Other Claims

  	
   

  
	
  Section 1007.

  	
  Waiver of
  Certain Covenants

  	
   

  
	
  Section 1008.

  	
  Calculation
  of Original Issue Discount

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE ELEVEN

  

  Redemption of Securities

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1101.

  	
  Applicability
  of Article

  	
   

  
	
  Section 1102.

  	
  Election to
  Redeem; Notice to Trustee

  	
   

  
	
  Section 1103.

  	
  Selection
  by Trustee of Securities to Be Redeemed

  	
   

  
	
  Section 1104.

  	
  Notice of
  Redemption

  	
   

  
	
  Section 1105.

  	
  Deposit of
  Redemption Price

  	
   

  
	
  Section 1106.

  	
  Securities
  Payable on Redemption Date

  	
   

  
	
  Section 1107.

  	
  Securities
  Redeemed in Part

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWELVE

  

  Sinking Funds

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1201.

  	
  Applicability
  of Article

  	
   

  
	
  Section 1202.

  	
  Satisfaction
  of Sinking Fund Payments with Securities

  	
   

  
	
  Section 1203.

  	
  Redemption
  of Securities for Sinking Fund

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE THIRTEEN

  

  Defeasance and Covenant Defeasance

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1301.

  	
  Company’s
  Option to Effect Defeasance or Covenant Defeasance

  	
   

  
	
  Section 1302.

  	
  Defeasance
  and Discharge

  	
   

  
	
  Section 1303.

  	
  Covenant
  Defeasance

  	
   

  
	
  Section 1304.

  	
  Conditions
  to Defeasance or Covenant Defeasance

  	
   

  
	
  Section 1305.

  	
  Deposited
  Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous
  Provisions

  	
   

  
	
  Section 1306.

  	
  Reinstatement

  	
   

  



 


vi





















 


	
  ARTICLE FOURTEEN

  

  Junior Subordinated Securities

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1401.

  	
  Certain
  Securities Subordinate to Senior Debt

  	
   

  
	
  Section 1402.

  	
  Payment
  Over of Proceeds Upon Default

  	
   

  
	
  Section 1403.

  	
  Payment
  Over of Proceeds Upon Dissolution, Etc

  	
   

  
	
  Section 1404.

  	
  Subrogation
  to Rights of Holders of Senior Debt

  	
   

  
	
  Section 1405.

  	
  Trustee to
  Effectuate Subordination

  	
   

  
	
  Section 1406.

  	
  Notice to
  Trustee

  	
   

  
	
  Section 1407.

  	
  Rights of
  Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights

  	
   

  
	
  Section 1408.

  	
  No Waiver
  of Subordination Provisions

  	
   

  
	
  Testimonium

  	
   

  	
   

  
	
  Signatures

  	
   

  	
   

  



 


vii





















 


INDENTURE, dated as of December 1, 2004, between The Union Light,
Heat and Power Company, a corporation duly organized and existing under the
laws of the Commonwealth of Kentucky (herein called the “Company”), having its
principal office at 139 East Fourth Street, Cincinnati, Ohio 45202, and
Deutsche Bank Trust Company Americas, a New York banking corporation, as
Trustee (herein called the “Trustee”).


 


Recitals of the Company


 


The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the “Securities”),
to be issued in one or more series as in this Indenture provided.


 


All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.


 


Now, therefore, this Indenture witnesseth:


 


For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually agreed, subject to Article Fourteen,
if applicable, for the equal and proportionate benefit of the Holders of the
Securities of each series thereof, as follows:


 


ARTICLE ONE


 


Definitions and Other Provisions

of General Application


 


Section 101.  Definitions.


 


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


 


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


 


(2) all other terms used herein which
are defined in the Trust Indenture Act, either directly or by reference
therein, have the meanings assigned to them therein;


 


(3) all accounting terms not otherwise
defined herein have the meanings assigned to them in accordance with generally
accepted accounting principles;


 


1





















 


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


 


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


 


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


 


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


 


“Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section 614
to act on behalf of the Trustee to authenticate Securities of one or more
series.


 


“Board
of Directors” means the board of directors of the Company, or any duly
authorized committee of that board, or any Person duly authorized to act on
behalf of that board.


 


“Board
Resolution” means a copy of a resolution or resolutions certified by the
Secretary or an Assistant 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 any Place of Payment, means each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in that Place of Payment are authorized or obligated by law or
executive order to close.


 


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


 


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


 


“Company
Request” or “Company Order” means a written request or order signed in the name
of the Company either by (i) its Chairman of the Board, its Vice Chairman,
its President or a Vice President, and by its Treasurer, an Assistant
Treasurer, its Secretary or an Assistant Secretary, and delivered to the
Trustee, or (ii) any two Persons designated in a Board Resolution, or in a
Company Order previously delivered to the Trustee signed by any two of the
foregoing, and delivered to the Trustee.


 


2





















 


“Corporate
Trust Office” means the office of the Trustee for Securities of any series at
which at any particular time its corporate trust business shall be principally
administered, which office at the date of execution of this Indenture is
located at                                                        
..


 


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


 


“Covenant
Defeasance” has the meaning specified in Section 1303.


 


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


 


“Defeasance”
has the meaning specified in Section 1302.


 


“Depositary”
means, with respect to Securities of any series issuable in whole or in part in
the form of one or more Global Securities, a clearing agency registered under
the Exchange Act that is designated to act as Depositary for such Securities as
contemplated by Section 301.


 


“Event of
Default” has the meaning specified in Section 501.


 


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


 


“Expiration
Date” has the meaning specified in Section 104.


 


“Global
Security” means a Security that evidences all or part of the Securities of any
series and bears the legend set forth in Section 204 (or such legend as
may be specified as contemplated by Section 301 for such Securities).


 


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


 


“Indenture”
means this instrument as originally executed and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, including, for all purposes
of this instrument and any such supplemental indenture, the provisions of the
Trust Indenture Act that are deemed to be a part of and govern this instrument
and any such supplemental indenture, respectively. The term “Indenture” shall
also include the terms of particular series of Securities established as
contemplated by Section 301.


 


“interest”,
when used with respect to an Original Issue Discount Security which by its
terms bears interest only after Maturity, means interest payable after
Maturity.


 


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


 


“Investment
Company Act” means the Investment Company Act of 1940 and any statute successor
thereto, in each case as amended from time to time.


 


3





















 


“Junior
Subordinated Securities” shall have the meaning specified in Section 1401.


 


“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
therein or herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.


 


“Notice
of Default” means a written notice of the kind specified in Section 501(4).


 


“Officers’
Certificate” means a certificate signed in the same manner and by Persons as
provided for in a Company Request or a Company Order, and delivered to the Trustee.


 


“Opinion
of Counsel” means a written opinion of counsel, who may be an employee of or
counsel for the Company.


 


“Original Issue 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 502.


 


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


 


(1)  Securities theretofore cancelled by
the Trustee or delivered to the Trustee for                          cancellation;


 


(2)  Securities for whose payment or
redemption money in the necessary amount has been theretofore deposited with
the Trustee or any Paying Agent (other than the Company) in trust or set aside
and segregated in trust by the Company (if the Company shall act as its own
Paying Agent) for the Holders of such Securities; provided that, if such
Securities are to be  redeemed, notice of
such redemption has been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee has been made;


 


(3) Securities as to which Defeasance
has been effected pursuant to Section 1302; and


 


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


 


provided, however, that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have given, made or
taken any request, demand, authorization, direction, notice, consent, waiver or
other action hereunder as of any date, (A) the principal amount of an
Original Issue Discount Security which shall be deemed to be Outstanding shall
be the amount of the principal thereof which would be due and payable as of
such date upon acceleration of the


 


4





















 


Maturity thereof to such date pursuant to Section 502, (B) if,
as of such date, the principal amount payable at the Stated Maturity of a
Security is not determinable, the principal amount of such Security which shall
be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 301, (C) the principal amount of a Security
denominated in one or more foreign currencies or currency units which shall be
deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of
such date in the manner provided as contemplated by Section 301, of the
principal amount of such Security (or, in the case of a Security described in
Clause (A) or (B) above, of the amount determined as provided in such
Clause), and (D) Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor 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, waiver or other action, only
Securities which the Trustee actually knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee’s 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.


 


“Paying
Agent” means, if not the Company, then any Person authorized by the Company to
pay the principal of or any premium or interest on any Securities on behalf of
the Company.


 


“Person” means
any individual, corporation, partnership, joint venture, trust, unincorporated
organization or government or any agency or political subdivision thereof.


 


“Place of
Payment”, when used with respect to the Securities of any series, means the
place or places where the principal of and any premium and interest on the
Securities of that series are payable as specified as contemplated by Section 301.


 


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


 


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


 


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


 


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


 


“Responsible
Officer”, when used with respect to the Trustee, means any vice president, any
assistant vice-president, any trust officer or assistant trust officer of the
Trustee assigned to the Trustee’s corporate trust department and customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular


 


5





















 


corporate trust matter, any other officer to whom such matter is
referred because of his or her knowledge of and familiarity with the particular
subject.


 


“Securities”
has the meaning stated in the first recital of this Indenture and more
particularly means any Securities authenticated and delivered under this
Indenture.


 


“Securities
Act” means the Securities Act of 1933 and any statute successor thereto, in
each case as amended from time to time.


 


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


 


“Senior Debt”
of the Company means the principal of, premium, if any, interest on and any
other payment due pursuant to any of the following, whether outstanding at the
date of execution of this Indenture or thereafter incurred, created or assumed:
(a) all indebtedness of the Company evidenced by notes, debentures, bonds
or other securities sold by the Company for money, excluding Junior Subordinated
Securities, but including all first mortgage bonds of the Company outstanding
from time to time; (b) all indebtedness of others of the kinds described
in the preceding clause (a) assumed by or guaranteed in any manner by the
Company, including through an agreement to purchase, contingent or otherwise;
and (c) all renewals, extensions or refundings of indebtedness of the
kinds described in any of the preceding clauses (a) and (b); unless, in
the case of any particular indebtedness, renewal, extension or refunding, the
instrument creating or evidencing the same or the assumption or guarantee of
the same expressly provides that such indebtedness, renewal, extension or
refunding is not superior in right of payment to or is pari passu with the
Junior Subordinated Securities.


 


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


 


“Stated
Maturity”, when used with respect to any Security or any installment of
principal thereof or interest thereon, means the date specified in such
Security as the fixed date on which the principal of such Security or such
installment of principal or interest is due and payable.


 


“Subsidiary”
means a corporation more than 50% of the outstanding voting stock of which is
owned, directly or indirectly, by the Company or by one or more other
Subsidiaries, or by the Company and one or more other Subsidiaries. For the
purposes of this definition, “voting stock” means stock which ordinarily has
voting power for the election of directors, whether at all times or only so
long as no senior class of stock has such voting power by reason of any
contingency.


 


“Trust
Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as
of which this instrument was executed, except as provided in Section 905.


 


“Trustee” means
the Person named as the “Trustee” in the first paragraph of this instrument
until a successor Trustee shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Trustee” shall mean or include
each Person who is then a Trustee


 


6





















 


hereunder, and if at any time there is more than one such Person, “Trustee”
as used with respect to the Securities of any series shall mean the Trustee
with respect to Securities of that series.


 


“U.S.
Government Obligation” has the meaning specified in Section 1304.


 


“Vice
President”, when used with respect to the Company or the Trustee, means any
vice president, whether or not designated by a number or a word or words added
before or after the title “vice president”.


 


Section 102.  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 such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of
an Officers’ Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.


 


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


 


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


 


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


 


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


 


Section 103.  Form of
Documents Delivered to Trustee.


 


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.


 


Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his or her certificate or opinion is
based are


 


7





















 


erroneous. Any such certificate or opinion of counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
such matters are erroneous.


 


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.


 


Section 104.  Acts of
Holders; Record Dates.


 


Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given, made 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 agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee
and the Company, if made in the manner provided in this Section.


 


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


 


The ownership of Securities shall be proved by the Security Register.


 


Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security 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.


 


The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, provided that the


 


8





















 


Company may not set a record date for, and the provisions of this
paragraph shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to
prevent the Company 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 cancelled 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. Promptly after any record date is set pursuant to this
paragraph, the Company, at its own expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to be
given to the Trustee in writing and to each Holder of Securities of the
relevant series in the manner set forth in Section 106.


 


The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
join in the giving or making of (i) any Notice of Default, (ii) any
declaration of acceleration referred to in Section 502, (iii) any
request to institute proceedings referred to in Section 507(2) or (iv) any
direction referred to in Section 512, in each case with respect to
Securities of such series. If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities of such series on such record
date, and no other Holders, shall be entitled to join in such notice,
declaration, request or direction, whether or not such Holders remain Holders
after such record date; provided that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by Holders
of the requisite principal amount of Outstanding Securities of such series on
such record date. Nothing in this paragraph shall be construed to prevent 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
cancelled 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. Promptly after any record date is set pursuant to this paragraph, the
Trustee, at the Company’s expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to
the Company in writing and to each Holder of Securities of the relevant series
in the manner set forth in Section 106.


 


With respect to any record date set pursuant to this Section, the party
hereto which sets such record date may designate any day as the “Expiration
Date” and from time to time may change the Expiration Date to any earlier or
later day; provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner set forth in Section 106,
on or prior to the existing Expiration Date. If an Expiration Date is not
designated with respect to any record date set pursuant to this Section, the
party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto,


 


9





















 


subject to its right to change the Expiration Date as provided in this
paragraph. Notwithstanding the foregoing, no Expiration Date shall be later
than the 180th day after the applicable record date.


 


Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard
to all or any part of the principal amount of such Security or by one or more
duly appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.


 


Section 105.  Notices, Etc.,
to Trustee and Company.


 


Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,


 


(1)          the Trustee by any Holder or by the Company
shall be sufficient for every purpose hereunder if made, given, furnished or
filed in writing to or with the Trustee at its Corporate Trust Office,
Attention:  Corporate Trust
Administration, or


 


(2)          the Company by the Trustee or by any Holder
shall be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
the Company addressed to it at the address of its principal office specified in
the first paragraph of this instrument or at any other address previously
furnished in writing to the Trustee by the Company.


 


Section 106.  Notice to
Holders; Waiver.


 


Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, to each Holder affected by such event, at his or her address
as it appears in the Security Register, not later than the latest date (if
any), and not earlier than the earliest date (if any), prescribed for the
giving of such notice. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders.  Any
notice when mailed to a Holder in the aforesaid manner shall be conclusively
deemed to have been received by such Holder whether or not actually received by
such Holder.  Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, 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.


 


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 by
mail, then such notification as shall be made with the approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder.


 


10





















 


Section 107.  Conflict with
Trust Indenture Act.


 


If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act which is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
which may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.


 


Section 108.  Effect of
Headings and Table of Contents.


 


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


 


Section 109.  Successors and
Assigns.


 


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


 


Section 110.  Separability
Clause.


 


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


 


Section 111.  Benefits of
Indenture.


 


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


 


Section 112.  Governing Law.


 


This Indenture and the Securities shall be governed by and construed in
accordance with the law of the State of New York.


 


Section 113.  Legal Holidays.


 


In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the
Securities (other than a provision of any Security which


 


11





















 


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 interest shall accrue with respect to such payment for the
period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be, to such next succeeding Business Day.


 


Section 114.  Certain
Matters Relating to Currencies.


 


Whenever any action or Act is to be taken hereunder by the Holders of
Securities denominated in different currencies or currency units, then for
purposes of determining the principal amount of Securities held by such
Holders, the aggregate principal amount of the Securities denominated in a
foreign currency or currency unit shall be deemed to be that amount of Dollars
that could be obtained for such principal amount on the basis of a spot
exchange rate specified to the Trustee for such series in an Officers’ Certificate
for exchanging such foreign currency or currency unit into Dollars as of the
date of the taking of such action or Act by the Holders of the requisite
percentage in principal amount of the Securities.


 


The Trustee shall segregate moneys, funds and accounts held by the
Trustee in one currency or currency unit from any moneys, funds or accounts
held in any other currencies or currency units, notwithstanding any provision
herein that would otherwise permit the Trustee to commingle such amounts.


 


Section 115.  Immunity of
Incorporators, Stockholders, Officers and Directors.


 


No recourse shall be had for the payment of the principal of (and
premium, if any), or the interest, if any, on any Securities of any series, or
for any claim based thereon, or upon any obligation, covenant or agreement of
this Indenture, against any incorporator, stockholder, officer or director, as
such, past, present or future, of the Company or of any successor corporation,
either directly or indirectly through the Company or any successor corporation,
whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment of penalty or otherwise; it being expressly
agreed and understood that this Indenture and all the Securities of each series
are solely corporate obligations, and that no personal liability whatever shall
attach to, or is incurred by, any incorporator, stockholder, officer or
director, past, present or future, of the Company or of any successor
corporation, either directly or indirectly through the Company or any successor
corporation, because of the incurring 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 of any series, or to be implied
herefrom or therefrom; and that all such personal liability is hereby expressly
released and waived as a condition of, and as part of the consideration for,
the execution of this Indenture and the issuance of the Securities of each series.


 


12





















 


Section 116.
Counterparts.


 


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


 


Section 117. Assignment to Affiliate.


 


The Company will have the right at all times to assign by indenture
supplemental hereto any of its rights or obligations under the Indenture to a
direct,  indirect, or wholly owned
Affiliate of the Company; provided that, in the event of any such assignment,
the Company will remain liable for all such obligations.


 


ARTICLE TWO


 


Security Forms


 


Section 201.  Forms Generally.


 


The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of
any securities exchange or Depositary therefor or as may, consistently
herewith, be determined by the officers executing such Securities, as evidenced
by their execution thereof. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Securities.


 


The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as
determined by the officers executing such Securities, as evidenced by their
execution of such Securities.


 


Section 202.  Form of
Face of Security.


 


[Insert any legend required by the Internal Revenue Code and the regulations
thereunder.]


 


13





















 


THE UNION LIGHT, HEAT AND POWER COMPANY


 


	
  No. 

  	
   

  	
  $                    

  



 


CUSIP NO.                     


 


The Union Light, Heat and Power Company, a corporation duly organized
and existing under the laws of the Commonwealth of Kentucky (herein called the “Company”,
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to                                               ,
or registered assigns, the principal sum of                                       
Dollars on                                                                 .
[if the Security is to bear interest prior to Maturity, insert:   , and to pay interest thereon from              
or from the most recent Interest Payment Date to which interest has been paid
or duly provided for,                     on               
and              
in each year, commencing            ,
at the rate of       % per annum, until the
principal hereof is paid or made available for payment. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the       
or          (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture].


 


[If the Security is not to bear interest prior to Maturity,
insert:   The principal of this Security
shall not bear interest except in the case of a default in payment of principal
upon acceleration, upon redemption or at Stated Maturity and in such case the
overdue principal and any overdue premium shall bear interest at the rate of       %
per annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made
available for payment. Interest on any overdue principal or premium shall be
payable on demand. Any such interest on overdue principal or premium which is
not paid on demand shall bear interest at the rate of         %
per annum (to the extent that the payment of such interest on interest shall be
legally enforceable), from the date of such demand until the amount so demanded
is paid or made available for payment. Interest on any overdue interest shall
be payable on demand.]


 


Payment of the principal of (and premium, if any) and [if applicable,
insert: any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in             ,
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts [if applicable,
insert:  ;provided,


 


14





















 


however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register].


 


Any payment on this Security due on any day which is not a Business Day
in the City of New York need not be made on such day, but may be made on the
next succeeding Business Day with the same force and effect as if made on the
due date and no interest shall accrue for the period from and after such date.


 


Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, [if subordinated, insert:  including, without limitation, provisions
subordinating the payment of the principal hereof and any premium and interest
hereon to the payment in full of all Senior Debt as defined in the Indenture]
which such further provisions shall for all purposes have the same effect as if
set forth at this place.


 


Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.


 


In Witness Whereof, the Company has caused this instrument to be duly
executed.


 


	
   

  	
  THE UNION LIGHT, HEAT AND POWER

  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  



 


 


Section 203.  Form of
Reverse of Security.


 


This Security is one of a duly authorized issue of securities of the
Company (herein called the “Securities”), 
issued and to be issued in one or more series under an Indenture, dated
as of                , 2004 (herein
called the “Indenture”, which term shall have the meaning assigned to it in
such instrument), between the Company and Deutsche Bank Trust Company Americas,
as Trustee (herein called the “Trustee”, which term includes any successor
trustee under the Indenture), and reference is hereby made to the Indenture for
a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [if applicable, insert:  
, limited in aggregate principal amount to $            ].


 


[If applicable, insert:   The
Securities of this series are subject to redemption upon not less than 30 days’
notice by mail, [if applicable, insert:  
(1) on           in
any year commencing with the year        and
ending with the year        through operation of
the sinking fund for this series at a Redemption Price equal to 100% of the
principal amount, and (2)] at any time [if applicable, insert:   on or after            ,      ], as a whole or in part,
at the election of the Company, at the following Redemption Prices (expressed
as percentages of the principal amount): If redeemed [if applicable,


 


15





















 


insert:   on or before        ,
    %, and if redeemed] during the 12-month period
beginning                
of the years indicated,


 


	
   

  	
   

  	
  Redemption

  	
   

  	
   

  	
   

  	
  Redemption

  	
   

  
	
  Year

  	
   

  	
  Price

  	
   

  	
  Year

  	
   

  	
  Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


and thereafter at a Redemption Price equal to       %
of the principal amount, together in the case of any such redemption [if
applicable, insert:  (whether through
operation of the sinking fund or otherwise)] with accrued interest to the
Redemption Date, but interest installments whose Stated Maturity is on or prior
to such Redemption Date will be payable to the Holders of such Securities, or
one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]


 


[If applicable, insert:   The
Securities of this series are subject to redemption upon not less than 30 days’
notice by mail, (1) on               
in any year commencing with the year        and
ending with the year      through operation of the sinking
fund for this series at the Redemption Prices for redemption through operation
of the sinking fund (expressed as percentages of the principal amount) set
forth in the table below, and (2) at any time [if applicable, insert:   on or after               ],
as a whole or in part, at the election of the Company, at the Redemption Prices
for redemption otherwise than through operation of the sinking fund (expressed
as percentages of the principal amount) set forth in the table below: If
redeemed during the 12-month period beginning                    
of the years indicated,


 


	
  Year

  	
   

  	
  Redemption Price For Redemption

  Through Operation of the Sinking

  Fund

  	
   

  	
  Redemption Price For

  Redemption Otherwise Than

  Through Operation of the

  Sinking Fund

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


and thereafter at a Redemption Price equal to       %
of the principal amount, together in the case of any such redemption (whether
through operation of the sinking fund or otherwise) with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]


 


[If applicable, insert:  
Notwithstanding the foregoing, the Company may not, prior to              ,
redeem any Securities of this series as contemplated by [if applicable,
insert:   Clause (2) of] the
preceding paragraph as a part of, or in anticipation of, any refunding
operation by the application, directly or indirectly, of moneys borrowed having
an interest cost to the Company (calculated in accordance with generally
accepted financial practice) of less than        %
per annum.]


 


16





















 


[If applicable, insert:   The
sinking fund for this series provides for the redemption on              
in each year beginning with the year        
and ending with the year          
of [if applicable, insert:   not less
than $           (“mandatory
sinking fund”) and not more than] $         
aggregate principal amount of Securities of this series. Securities of this
series acquired or redeemed by the Company otherwise than through [if
applicable, insert:   mandatory] sinking
fund payments may be credited against subsequent [if applicable, insert:   mandatory] sinking fund payments otherwise required
to be made [if applicable, insert:   , in
the inverse order in which they become due].]


 


[If the Security is subject to redemption of any kind, insert:   In the event of redemption of this Security
in part only, a new Security or Securities of this series and of like tenor for
the unredeemed portion hereof will be issued in the name of the Holder hereof
upon the cancellation hereof.]


 


[If subordinated, insert: The indebtedness evidenced by the Securities
of this series is, to the extent and in the manner provided in the Indenture,
expressly subordinate and subject in right of payment to the prior payment in
full of all Senior Debt of the Company (as defined in the Indenture) whether
outstanding at the date of the Indenture or thereafter incurred, and this
Security is issued subject to the provisions of the Indenture with respect to
such subordination.  Each holder and
owner of this Security, by accepting the same, agrees to and shall be bound by
such provisions and authorizes the Trustee in his or her behalf to take such
action as may be necessary or appropriate to effectuate the subordination so
provided and appoints the Trustee his or her attorney-in-fact for such
purpose.]


 


[If applicable, insert:   The
Indenture contains provisions for defeasance at any time of [the entire
indebtedness of this Security] [or] [certain restrictive covenants and Events
of Default with respect to this Security] [, in each case] upon compliance with
certain conditions set forth in the Indenture.]


 


[If the Security is not an Original Issue Discount Security,
insert:   If an Event of Default with
respect to Securities of this series shall occur and be continuing, the
principal of the Securities of this series may be declared due and payable in
the manner and with the effect provided in the Indenture.]


 


[If the Security is an Original Issue Discount Security, insert:   If an Event of Default with respect to
Securities of this series shall occur and be continuing, an amount of principal
of the Securities of this series may be declared due and payable in the manner
and with the effect provided in the Indenture. Such amount shall be equal to
insert:  formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and
payable and (ii) of interest on any overdue principal, premium and
interest (in each case to the extent that the payment of such interest shall be
legally enforceable), all of the Company’s obligations in respect of the
payment of the principal of and premium and interest, if any, on the Securities
of this series shall terminate.]


 


The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of the Securities
at the


 


17










 













 


time Outstanding of each series to be affected. The Indenture also
contains provisions permitting the Holders of a majority in principal amount of
the Securities of each series at the time Outstanding, on behalf of the Holders
of all Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


 


As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee
or for any other remedy thereunder, unless such Holder shall have previously
given the Trustee written notice of a continuing Event of Default with respect
to the Securities of this series, the Holders of not less than 35% in principal
amount of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such
Event of Default as Trustee and offered the Trustee indemnity reasonably
satisfactory to the Trustee, and the Trustee shall not have received from the
Holders of a majority in principal amount of Securities of this series at the
time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.


 


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


 


As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his or
her attorney duly authorized in writing, and thereupon one or more new
Securities of this series and of like tenor, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.


 


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


 


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


 


18





















 


Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes, whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.


 


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


 


Section 204.  Form of
Legend for Global Securities.


 


Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form (or such
other form as a securities exchange or Depositary may request or require):


 


This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee thereof. This Security may not be exchanged in whole or in part for a
Security registered, and no transfer of this Security in whole or in part may
be registered, in the name of any Person other than such Depositary or a
nominee thereof, except in the limited circumstances described in the
Indenture.


 


Section 205.  Form of
Trustee’s Certificate of Authentication.


 


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


 


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


 


 


	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  
	
   

  	
  AMERICAS,

  
	
   

  	
  As Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


19





















 


ARTICLE THREE


 


The Securities


 


Section 301.  Amount Unlimited;
Issuable in Series.


 


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


 


The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or determined in the manner provided, in an Officers’ Certificate,
or established in one or more indentures supplemental hereto, prior to the
issuance of Securities of any series:


 


(1)          the title of the Securities of the series
(which shall distinguish the Securities of the                                            series from
Securities of any other series);


 


(2)          any limit upon the aggregate principal amount
of the Securities of the 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 the series pursuant to Section 304, 305, 306, 906 or 1107
and except for any Securities which, pursuant to Section 303, are deemed
never to have been  authenticated and
delivered hereunder);


 


(3)          the Person to whom any interest on a Security
of the series shall  be payable, if other
than 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;


 


(4)          the date or dates on which the principal of
any Securities of the series is payable;


 


(5)          the rate or rates at which any Securities of
the series shall bear interest, if any, the date or dates from which any such
interest shall accrue, the Interest Payment Dates on which any such interest
shall be payable, the manner of determination of such Interest Payment Dates
and the Regular Record Date for any such interest payable on any Interest
Payment Date;


 


(6)          the right, if any, to extend the interest
payment periods and the duration of such extension;


 


(7)          the place or places where the principal of
and any premium and interest on any Securities of the series shall be payable;


 


(8)          the period or periods within which, the price
or prices at which and the terms and conditions upon which any Securities of
the series may be redeemed, in whole or in part, at


 


20





















 


the option of the Company and, if other than by a Board Resolution, the
manner in which any election by  the
Company to redeem the Securities shall be evidenced;


 


(9)  the obligation, if any, of the
Company to redeem or purchase any Securities of the series pursuant to any
sinking fund or analogous provisions or at the option of the Holder thereof and
the period or periods within which, the price or prices at which and the terms
and conditions upon which any Securities of the series shall be redeemed or
purchased, in whole or in part, pursuant to such obligation;


 


(10)  the denominations in which any
Securities of the series shall be 
issuable;


 


(11)  if
the amount of principal of or any premium or interest on any Securities of the
series may be determined with reference to an index or pursuant to a formula,
the manner in which such amounts shall be determined;


 


(12)  if
other than the currency of the United States of America, the currency,
currencies or currency units in which the principal of or any premium or
interest on any Securities of the series shall be payable and the manner of
determining the equivalent thereof in the currency of the United States of
America for any purpose, including for purposes of the definition of “Outstanding”
in Section 101;


 


(13)  if
the principal of or any premium or interest on any Securities  of the series is to be payable, at the
election of the Company or the Holder thereof, in one or more currencies or
currency units other than  that or those
in which such Securities are stated to be payable, the currency, currencies or
currency units in which the principal of or any premium or interest on such
Securities as to which such election is made shall be payable, the periods
within which and the terms and conditions upon which such election is to be made
and the amount so payable (or the manner in which such amount shall be
determined);


 


(14)  if
other than the entire principal amount thereof, the portion of the principal
amount of any Securities of the series which shall be payable upon declaration
of acceleration of the Maturity thereof pursuant  to Section 502;


 


(15)  if
the principal amount payable at the Stated Maturity of any Securities of the
series will not be determinable as of any one or more dates prior to the Stated
Maturity, the amount which shall be deemed to be the principal amount of such
Securities as of any such date for any purpose thereunder or hereunder,
including the principal amount thereof 
which shall be due and payable upon any Maturity other than the Stated
Maturity or which shall be deemed to be Outstanding as of any date prior to the
Stated Maturity (or, in any such case, the manner in which such amount deemed
to be the principal amount shall be determined);


 


(16)  if
applicable, that the Securities of the series, in whole or any specified part,
shall be defeasible pursuant to Section 1302 or Section 1303 or both
such Sections;


 


(17)  if
applicable, that any Securities of the series shall be issuable in whole or in
part in the form of one or more Global Securities and, in such case, the
respective Depositaries for


 


21





















 


such Global Securities, the form of any legend or legends which shall
be borne by any such Global Security in addition to or in lieu of that set
forth in Section 204 and any circumstances in addition to or in lieu of
those set forth in Clause (2) of the last paragraph of Section 305 in
which any such Global Security may be exchanged in whole or in part for
Securities registered, and any transfer of such Global Security in whole or in
part may be registered, in the name or names of Persons other than the
Depositary for  such Global Security or a
nominee thereof;


 


(18)  any
addition to or change in the Events of Default which applies to any Securities
of the series and any change in the right of the Trustee or the requisite
Holders of such Securities to declare the principal amount thereof due and
payable pursuant to Section 502;


 


(19)  any
addition to or change in the covenants set forth in Article Ten which
applies to Securities of the series;


 


(20)  the
applicability of, or any addition to or change in, Article Fourteen with
respect to the Securities of a series;


 


(21)  any
other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture.


 


All Securities of any one series shall be substantially identical
except as to date and principal amount and except as may otherwise be provided
in or pursuant to the Board Resolution referred to above and (subject to Section 303)
set forth, or determined in the manner provided, in the Officers’ Certificate
referred to above or in any such indenture supplemental hereto.


 


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


 


Section 302.  Denominations.


 


The Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified as
contemplated by Section 301. In the absence of any such specified
denomination with respect to the Securities of any series, the Securities of
such series shall be issuable in denominations of $1,000 and any integral
multiple thereof.


 


Section 303.  Execution,
Authentication, Delivery and Dating.


 


The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman, its President, one of its Vice
Presidents, or its Treasurer. The signature of any of these officers on the
Securities may be manual or facsimile.


 


22





















 


Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper 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.


 


At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by
the Company to the Trustee for authentication, together with a Company Order
for the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order shall authenticate and deliver such
Securities. If the form or terms of the Securities of the series have been
established by or pursuant to a Board Resolution as permitted by Sections 201
and 301, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 601) shall
be fully protected in relying upon, an Opinion of Counsel stating,


 


(1)          if the form of such Securities has been
established by or pursuant to Board Resolution as permitted by Section 201,
that such form has been  established in
conformity with the provisions of this Indenture;


 


(2)          if the terms of such Securities have been
established by or pursuant to Board Resolution as permitted by Section 301,
that such terms have been established in conformity with the provisions of this
Indenture;  and


 


(3)          that such Securities, when authenticated and
delivered by the Trustee and issued by the Company in the manner and subject to
any conditions specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Company enforceable in accordance with their
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors’ rights to general equity principles and to such other matters as
such counsel shall set forth therein.


 


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


 


Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers’ Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of
Counsel otherwise required pursuant to such preceding paragraph at or prior to
the authentication of each Security of such series if such documents (with
appropriate variations to reflect such future issuance) are delivered at or
prior to the authentication upon original issuance of the first Security of
such series to be issued.


 


Each Security shall be dated the date of its authentication.


 


23





















 


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 by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder. Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section 309,
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 of this Indenture.


 


Section 304.  Temporary
Securities.


 


Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and 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.


 


If temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder. Upon surrender for cancellation of any
one or more temporary Securities of any series, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor one or more definitive
Securities of the same series, of any authorized denominations and of like
tenor and aggregate principal amount. Until so exchanged, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series and tenor.


 


Section 305.  Registration,
Registration of Transfer and Exchange.


 


The Company shall cause to be kept 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 and of transfers of Securities. The Trustee is
hereby appointed “Security Registrar” for the purpose of registering Securities
and transfers of Securities as herein provided.


 


Upon surrender for registration of transfer of any Security of a series
at the office or agency of the Company in a Place of Payment for that series,
the Company shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more


 


24





















 


new Securities of the same series, of any authorized denominations and
of like tenor and aggregate principal amount.


 


At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount, upon surrender of the Securities to
be exchanged at 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 the 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 or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his or her attorney duly authorized in writing.


 


No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.


 


If the Securities of any series (or of any series and specified tenor)
are to be redeemed in part, the Company shall not be required (A) to
issue, register the transfer of or exchange any Securities of that series (or
of that series and specified tenor, as the case may be) during a period
beginning at the opening of business 15 days before the day of the mailing of a
notice of redemption of any such Securities selected for redemption under Section 1103
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 the unredeemed portion of any Security being redeemed
in part.


 


The provisions of Clauses (1), (2), (3) and (4) below shall
apply only to Global Securities:


 


(1)          Each Global Security authenticated under this
Indenture shall be registered in the name of the Depositary designated for such
Global Security or a nominee thereof and delivered to such Depositary or
nominee thereof or custodian therefor, and each such Global Security shall
constitute a single Security for all purposes of this Indenture.


 


(2)          Notwithstanding any other provision in this
Indenture, no Global Security may be exchanged in whole or in part for
Securities registered, and no transfer of a Global Security in whole or in part
may be registered, in the name of any Person other than the Depositary for such
Global Security or a nominee thereof unless (A) such Depositary (i) has
notified the Company that it is unwilling or unable to continue as Depositary
for such Global Security or (ii) has ceased to be a clearing  agency registered under the Exchange Act, (B) there
shall have occurred and be continuing an Event of Default with respect to such
Global


 


25





















 


Security or (C) there shall exist such circumstances, if any, in
addition to or in lieu of the foregoing as have been specified for this purpose
as contemplated by Section 301.


 


(3)          Subject to Clause (2) above, any
exchange of a Global Security for other Securities may be made in whole or in
part, and all Securities issued in exchange for a Global Security or any portion
thereof shall be registered in such names as the Depositary for such Global
Security shall direct.


 


(4)          Every Security authenticated and delivered
upon registration of transfer of, or in exchange for or in lieu of, a Global
Security or any portion thereof, whether pursuant to this Section, Section 304,
306, 906 or 1107 or otherwise, shall be authenticated and delivered in the form
of, and shall be, a Global Security, unless such Security is registered in the
name of a Person other than the Depositary for such Global Security or a
nominee thereof.


 


Section 306.  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 of like tenor and principal amount and
bearing a number not contemporaneously outstanding.


 


If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and (ii) such
security or indemnity as may be 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 has been acquired by a bona fide purchaser,
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 of like tenor and principal amount and bearing a number not contemporaneously
outstanding.


 


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, 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
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 original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall
be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Securities of that series duly issued hereunder.


 


26





















 


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


 


Section 307.  Payment of
Interest; Interest Rights Preserved.


 


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


 


Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called “Defaulted Interest”) shall forthwith cease to be payable to the 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 (1) or (2) below:


 


(1)          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 Special Record Date for the payment of 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, 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 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee of
the notice of the proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be given to each Holder of Securities
of such series in the manner set forth in Section 106, not less than 10
days prior to such Special Record Date. 
Notice of the proposed payment of such Defaulted Interest and the
Special Record 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 and shall no longer be payable pursuant to
the following Clause (2).


 


(2)          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 on which such Securities
may be listed, and upon such notice as may be required


 


27





















 


by such exchange, if, after notice given by the Company to the Trustee
of  the proposed payment pursuant to this
Clause, such manner of payment shall be deemed practicable by the Trustee.


 


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


 


Section 308.  Persons Deemed
Owners.


 


Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of and any premium
and (subject to Section 307) any interest on such Security and for all
other purposes whatsoever, whether or not 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 (if not the Company)
or the Security Registrar shall have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests of a Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.


 


Section 309.  Cancellation.


 


All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. 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, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section, except as expressly permitted by this Indenture. All
cancelled Securities held by the Trustee shall be disposed of as directed by a
Company Order; provided, however, that the Trustee shall not be required to
destroy such cancelled Securities.


 


Section 310.  Computation of
Interest.


 


Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.


 


28





















 


Section 311.  CUSIP Numbers.


 


The Company in issuing the Securities may use “CUSIP” numbers (if then
generally in use), and, if so, the Trustee may use “CUSIP” 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, and any such redemption shall not be
affected by any defect in or omission of such numbers.


 


ARTICLE FOUR


 


Satisfaction and Discharge


 


Section 401.  Satisfaction
and Discharge of Indenture.


 


This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for), and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when


 


(1)          either


 


(A)                        all Securities theretofore
authenticated and delivered (other than (i) Securities which have been
destroyed, lost or stolen and which have been replaced or paid as provided in Section 306
and (ii) Securities for whose payment money has theretofore been deposited
in trust or  segregated and held in trust
by the Company and thereafter repaid to the Company or discharged from such
trust, as provided in Section 1003) have been delivered to the Trustee for
cancellation; or


 


(B)                          all such Securities not
theretofore delivered to the Trustee for 
cancellation


 


(i)                                     have become due
and payable, or


 


(ii)                                  will become due and
payable at their Stated Maturity within one 
year, or


 


(iii)                               are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption by the Trustee in the name, and at the
expense, of the Company,


 


and the Company, in the case of (i), (ii) or (iii) above, has
deposited or caused to be deposited with the Trustee as trust funds in trust
for the  purpose, money in an amount sufficient
to pay and discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for principal and any premium and
interest to the


 


29





















 


date of such deposit (in the case of Securities which have become due
and payable) or to the Stated Maturity or Redemption Date, as the case may be;


 


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


 


(3)          the Company has delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the satisfaction and
discharge of this Indenture have been complied with.


 


Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the
obligations of the Company to any Authenticating Agent under Section 614
and, if money shall have been deposited with the Trustee pursuant to subclause (B) of
Clause (1) of this Section, the obligations of the Trustee under Section 402
and the last paragraph of Section 1003 shall survive.


 


Section 402.  Application of
Trust Money.


 


Subject to the provisions of the last paragraph of Section 1003
and to Article Fourteen, if applicable, all money deposited with the
Trustee pursuant to Section 401 shall be held in trust and applied by it,
in accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal and any premium and interest for whose
payment such money has been deposited with the Trustee.


 


ARTICLE FIVE


 


Remedies


 


Section 501.  Events of
Default.


 


“Event of Default”, wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body):


 


(1)          default in the payment of any interest upon
any Security of that series when it becomes due and payable, and continuance of
such default for a period of 30 days; or


 


(2)          default in the payment of the principal of or
any premium on any Security of that series at its Maturity; or


 


(3)          default in the deposit of any sinking fund
payment, when and as due by the terms of a Security of that series; or


 


30





















 


(4)          default in the performance, or breach, of any
covenant or warranty of the Company in this Indenture (other than a covenant or
warranty a default in whose performance or whose breach is elsewhere in this Section specifically
dealt with or which has expressly been included in this Indenture solely for
the benefit of a series of Securities other than that series), and continuance
of such default or breach for a period of 90 days after there has been given,
by registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 35% in principal amount of
the Outstanding Securities of that series a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice
is a “Notice of Default”  hereunder; or


 


(5)          the entry by a court having jurisdiction in
the premises of (A) 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 (B) a
decree or order adjudging the Company a bankrupt or insolvent, or approving as
properly filed a petition 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 of the Company or of any substantial
part of its property, or ordering the winding up or  liquidation of its affairs, and the
continuance of any such decree or order for relief or any such other decree or
order unstayed and in effect for a period of 90 consecutive days; or


 


(6)          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 an 
involuntary 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 of the Company or of
any substantial part of its property by, a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official  or the making by the Company of an assignment
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; or


 


(7)          any other Event of Default established
pursuant to Section 301 with respect to Securities of that series.


 


Section 502.  Acceleration
of Maturity; Rescission and Annulment.


 


If an Event of Default (other than an Event of Default specified in Section 501(5) or
501(6)) with respect to Securities of any series at the time Outstanding occurs
and is continuing, then in


 


31





















 


every such case the Trustee or the Holders of not less than 35% in
principal amount of the Outstanding Securities of that series may declare the
principal amount of all the Securities of that series (or, if any Securities of
that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified by the terms thereof)
to be due and payable immediately, by a notice in writing to the Company (and
to the Trustee if given by Holders), and upon any such declaration such
principal amount (or specified amount) shall become immediately due and
payable.  If an Event of Default
specified in Section 501(5) or 501(6) with respect to Securities
of any series at the time Outstanding occurs, the principal amount of all the
Securities of that series (or, if any Securities of that series are Original
Issue Discount Securities, such portion of the principal amount of such
Securities as may be specified by the terms thereof) shall automatically, and
without any declaration or other action on the part of the Trustee or any
Holder, become immediately due and payable.


 


At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in
this Article provided, the Holders of a majority in principal amount of
the Outstanding Securities of that series, by written notice to the Company and
the Trustee, may rescind and annul such declaration and its consequences if,


 


(1)          the Company has paid or deposited with the
Trustee a sum sufficient to pay (A) all overdue interest on all Securities
of that series, (B) the principal of (and premium, if any, on) any
Securities of that series which have become due otherwise than by such
declaration of acceleration and any interest thereon at the rate or rates
prescribed therefor in such Securities, (C) all sums paid or advanced by
the Trustee hereunder and the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel; and


 


(2)          all Events of Default with respect to
Securities of that series, other than the non-payment of the principal of
Securities of that series which have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 513.


 


No such rescission shall affect any subsequent default or impair any
right consequent thereon.


 


Section 503.  Collection of
Indebtedness and Suits for Enforcement by Trustee.


 


The Company covenants that if


 


(1)          default is made in the payment of any
interest on any Security when such interest becomes due and payable and such
default continues for a  period of 30
days, or


 


(2)          default is made in the payment of  the principal of (or premium, if any, on) any
Security at the Maturity thereof,


 


32





















 


the Company will, upon demand of the Trustee, pay to it, for the
benefit of the Holders of such Securities, the whole amount then due and
payable on such Securities for principal and any premium and interest and such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.


 


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


 


Section 504.  Trustee May File
Proofs of Claim.


 


In case of any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized 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 amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 607.


 


No provision of this Indenture 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; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors’
or other similar committee.


 


Section 505.  Trustee May Enforce
Claims Without Possession of Securities.


 


All rights of action and claims under this Indenture or 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.


 


33





















 


Section 506.  Application of
Money Collected.


 


Any money collected by the Trustee pursuant to this Article, subject to
Article Fourteen, if applicable, shall be applied in the following order,
at the date or dates fixed by the Trustee and, in case of the distribution of
such money on account of principal or any premium or interest, 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 under Section 607;


 


Second:  to the payment of the
amounts then due and unpaid for principal of and any premium and interest on
the Securities in respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind, according to
the amounts due and payable on such Securities for principal and any premium
and interest, respectively; and


 


Third:  the balance, if any, to
the Company.


 


Section 507.  Limitation on Suits.


 


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


 


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


 


(2)          the Holders of not less than 35% in principal
amount of the  Outstanding Securities of
that series 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;


 


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


 


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


 


(5)          no direction inconsistent with such written
request has been given to the Trustee during such 60-day period by the Holders
of a majority in principal amount of the Outstanding Securities of that series;
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 of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such


 


34





















 


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 508.  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 any premium and (subject to Section 307)
interest on such Security on the respective Stated 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 509.  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 has been
discontinued or abandoned for any reason, or has 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 the Holders
shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.


 


Section 510.  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 306,
no right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.


 


Section 511.  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 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.


 


35





















 


Section 512.  Control by
Holders.


 


The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that


 


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


 


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


 


Section 513.  Waiver of Past
Defaults.


 


The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences, except a default


 


(1)          in the payment of the principal of or any
premium or interest on  any Security of
such series, or


 


(2)          in respect of a covenant or provision hereof
which under Article Nine cannot be modified or amended without the consent
of the Holder of each Outstanding Security of such series affected.


 


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


 


Section 514.  Undertaking
for Costs.


 


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, a court may require any party litigant in such suit
to file an undertaking to pay the costs of such suit, and may assess costs
against any such party litigant, in the manner and to the extent provided in
the Trust Indenture Act; provided that this Section shall not apply to any
suit instituted by  the Trustee or to any
suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of Outstanding Securities (of any series), or
to any suit instituted by a Holder for the enforcement of the payment of the
principal of or any premium or interest on any Security on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption
Date).


 


Section 515.  Waiver of
Usury, Stay or Extension Laws.


 


The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any


 


36





















 


usury, stay or extension law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.


 


ARTICLE SIX


 


The Trustee


 


Section 601.  Certain Duties
and Responsibilities.


 


The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. Notwithstanding the foregoing, 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.
Whether or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection
to the Trustee shall be subject to the provisions of this Section.


 


Section 602.  Notice of
Defaults.


 


If a default occurs hereunder with respect to Securities of any series,
the Trustee shall give the Holders of Securities of such series notice of such
default as and to the extent provided by the Trust Indenture Act, unless such
default shall have been cured or waived; provided, however, that in the case of
any default of the character specified in Section 501(4) with respect
to Securities of such series, no such notice to Holders shall be given until at
least 30 days after the occurrence thereof. For the purpose of this Section,
the term “default” means any event which is, or after notice or lapse of time
or both would become, an Event of Default with respect to Securities of such
series.


 


Section 603.  Certain Rights
of Trustee.


 


Subject to the provisions of Section 601:


 


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


 


37





















 


(2)          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 shall be
sufficiently evidenced by a  Board
Resolution;


 


(3)          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 be herein specifically prescribed) may, in the
absence of bad  faith on its part, rely
upon an Officers’ Certificate;


 


(4)          the Trustee may consult with counsel of its
selection 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;


 


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


 


(6)          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.


 


(7)          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.


 


Section 604.  Not
Responsible for Recitals or Issuance of Securities.


 


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


 


Section 605.  May Hold
Securities.


 


The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or


 


38





















 


pledgee of Securities and, subject to Sections 608 and 613, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such
other agent.


 


Section 606.  Money Held in
Trust.


 


Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Company.


 


Section 607.  Compensation
and Reimbursement.


 


The Company agrees


 


(1)          to 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 (which compensation shall not
be limited by any provision of law in regard to the compensation of a trustee
of an express trust);


 


(2)          except as otherwise expressly provided
herein, to reimburse the Trustee upon its request for all reasonable, out-of-pocket
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)(with reasonable documentation of any
fees and expenses for which reimbursement is sought, including copies of
invoices from third parties, and in the case of charges for counsel, a
breakdown of the hourly time and short summary of services rendered by date and
service provider, a summary of the charges, hourly rate and total hours
provided by each service provider), except any such expense, disbursement or
advance as may be attributable to its negligence or bad faith; and


 


(3)          to indemnify the Trustee for, and to hold it
harmless against, any loss, liability or expense incurred without negligence or
bad faith on its  part, arising out of or
in connection with the acceptance or administration of the trust or trusts
hereunder, including the reasonable costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance
of any of its powers or duties hereunder.


 


The Trustee shall have a lien prior to the Securities as to all
property and funds held by it hereunder for any amount owing it or any
predecessor Trustee pursuant to this Section 607, except with respect to
funds held in trust for the benefit of the Holders of particular Securities.


 


When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 501(5) or Section 501(6),
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.


 


39





















 


The provisions of this Section shall survive the termination of
this Indenture.


 


Section 608.  Conflicting
Interests.


 


If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest
or resign, to the extent and in the manner provided by, and subject to the
provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series.


 


Section 609.  Corporate
Trustee Required; Eligibility.


 


There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder for
Securities of one or more other series. Each Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this Section and
to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person 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 with respect to the Securities of any series 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 610.  Resignation
and Removal; Appointment of Successor.


 


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 611.


 


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 611
shall not have been delivered to the Trustee within 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.


 


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
Outstanding Securities of such series, delivered to the Trustee and to the
Company.


 


If at any time:


 


40





















 


(1)          the Trustee shall fail to comply with Section 608
after written   request therefor by the
Company or by any Holder who has been a bona fide Holder of a Security for at
least six months, or


 


(2)          the Trustee shall cease to be eligible under Section 609
and shall fail to resign after written request therefor by the Company or by
any  such Holder, or


 


(3)          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, (A) the Company by a Board Resolution may
remove the Trustee with respect to all Securities, or (B) subject to Section 514,
any Holder who has been a bona fide Holder of a Security for at least six
months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee with respect
to all Securities and the appointment of a successor Trustee or Trustees.


 


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, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with
the applicable requirements of Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series 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 611, become the successor Trustee with respect to the
Securities of such series and to that extent supersede the successor Trustee
appointed by the Company. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company or the
Holders and accepted appointment in the manner required by Section 611,
any Holder who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself 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.


 


The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series to all
Holders of Securities of such series in the manner provided in Section 106.
Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.


 


41





















 


Section 611.  Acceptance of
Appointment by Successor.


 


In case of the appointment hereunder of a successor Trustee with
respect to all Securities, 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 its charges,
execute and deliver an instrument transferring to such successor Trustee all
the rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.


 


In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue  to be vested in the retiring Trustee, and (3) shall
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same
trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such
supplemental indenture the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein and each such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates.


 


Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in the
first or second preceding paragraph, as the case may be.


 


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.


 


42










 













 


Section 612.  Merger,
Conversion, Consolidation or Succession to Business.


 


Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation 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 613.  Preferential
Collection of Claims Against Company.


 


If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor).  For purposes of Section 311(b) (4) and
(6) of the Trust Indenture Act, the following terms shall mean:


 


(a)   “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)   “self-liquidating
paper” means any draft, bill of exchange, acceptance or obligation which is
made, drawn, negotiated or incurred by the Company 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 arising from the making, drawing, negotiating or
incurring of the draft, bill of exchange, acceptance or obligation.


 


Section 614.  Appointment of
Authenticating Agent.


 


From time to time the Trustee may appoint one or more
Authenticating  Agents with respect to
one or more series of Securities, which may include the Company or any of its
Affiliates, with power to act on behalf of the Trustee to authenticate
Securities of such series issued upon original issue and upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section 306,
and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or
the Trustee’s certificate of authentication, such reference shall be deemed to
include authentication


 


43





















 


and delivery on behalf of the
Trustee by an Authenticating Agent and a certificate of authentication executed
on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent
shall be acceptable to the Company and shall at all times be a corporation
organized and doing business under the laws of the United States of America,
any State thereof or the District of Columbia, authorized under such laws to
act as Authenticating Agent, having a combined capital and surplus of not less
than $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 corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, 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 Trustee 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.


 


If an appointment with respect to one or more series is made pursuant
to this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee’s certificate of authentication, an alternative
certificate of authentication in the following form:


 


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


 


44





















 


	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  
	
   

  	
  AMERICAS

  
	
   

  	
  As Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  As Authenticating Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


 


Section 615. 
Indemnification.


 


The Company agrees to indemnify the Trustee for, and hold it harmless
against, any loss, liability or expense incurred by it, arising out of or in
connection with the acceptance or administration of this Indenture or the
trusts hereunder or the performance of its duties hereunder or under any
related document, including the reasonable costs and expenses of defending
itself against or investigating any claim or liability with respect to the
Securities, except to the extent that any such loss, liability or expense was
due to its own negligence or bad faith. 
The Company need not pay for any settlement made without its
consent.  The obligations of the Company
to the Trustee under this Section shall survive the satisfaction and
discharge of this Indenture and payment in full and/or retirement of the
Securities.


 


ARTICLE SEVEN


 


Holders’ Lists and Reports by Trustee and
Company


 


Section 701.  Company to
Furnish Trustee Names and Addresses of Holders.


 


The Company will furnish or cause to be furnished to the Trustee:


 


(1)   on
each Regular Record Date, a list, in such form as the  Trustee may reasonably require, of the names
and addresses of the Holders of Securities of each series as of such Regular
Record Date, and


 


(2)   at
such other times as the Trustee may request in writing, within  30 days after the receipt by the Company of
any such request, a list of similar form and content as of a date not more than
15 days prior to the time such list is furnished;


 


provided, however, that if and so long as the Trustee shall be the
Security Registrar, no such list need be furnished.


 


45





















 


Section 702.  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 as provided in Section 701 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 701 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 by the
Trust Indenture Act.


 


Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any 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.


 


Section 703.  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.
If required by Section 313(a) of the Trust Indenture Act, the Trustee
shall, within sixty days after each May 15 following the date of this
Indenture deliver to Holders a brief report, dated as of such May 15,
which complies with the provisions of such Section 313(a).


 


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, with the Commission and with the Company.


 


Section 704.  Reports by
Company.


 


The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at
the times and in the manner provided pursuant to such Act; provided that any
such information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed
with the Trustee within 15 days after the same is so required to be filed with
the Commission and provided further that all information, documents or reports
filed with the Commission on behalf of the Company shall be deemed to have been
delivered to the Trustee on the date on which such items are posted on the
Commission’s website on the Internet at www.sec.gov.


 


46





















 


ARTICLE EIGHT


 


Consolidation, Merger and Sale


 


Section 801. Consolidations and Mergers Permitted.


 


Nothing contained in this Indenture or in any of the Securities shall
prevent any consolidation or merger of the Company with or into any other
corporation or corporations (whether or not affiliated with the Company), or
successive consolidations or mergers in which the Company or its successor or
successors shall be a party or parties, or shall prevent any sale, conveyance,
transfer or other disposition of the property of the Company or its successor
or successors as an entirety, or substantially as an entirety, to any other
corporation (whether or not affiliated with the Company or its successor or
successors) authorized to acquire and operate the same; provided, however, the
Company hereby covenants and agrees that, upon any such consolidation, merger,
sale, conveyance, transfer or other disposition, the due and punctual payment
of the principal of (premium, if any) and interest on all of the Securities of
all series in accordance with the terms of each series, according to their
tenor, and the due and punctual performance and observance of all the covenants
and conditions of this Indenture with respect to each series or established
with respect to such series to be kept or performed by the Company, shall be
expressly assumed, by supplemental indenture (which shall conform to the
provisions of the Trust Indenture Act as then in effect) satisfactory in form
to the Trustee executed and delivered to the Trustee by the entity formed by
such consolidation, or into which the Company shall have been merged, or by the
entity which shall have acquired such property.


 


Section 802. Rights and Duties of Successor Company.


 


In case of any such consolidation, merger, sale, conveyance, transfer
or other disposition and upon the assumption by the successor corporation, by
supplemental indenture, executed and delivered to the Trustee and satisfactory
in form to the Trustee, of the due and punctual payment of the principal of,
premium, if any, and interest on all of the Securities of all series
outstanding and the due and punctual performance of all of the covenants and
conditions of this Indenture or established with respect to each series of the
Securities to be performed by the Company with respect to each series, such
successor corporation shall succeed to and be substituted for the Company, with
the same effect as if it had been named herein as the party of the first part,
and thereupon the predecessor corporation shall be relieved of all obligations
and covenants under this Indenture and the Securities.  Such 
successor corporation thereupon may cause to be signed, and may issue
either in its own name or in the name of the Company or any other predecessor
obligor on the Securities, any or all of the Securities issuable hereunder
which theretofore shall not have been signed by the Company and delivered to
the Trustee; and, upon the order of such successor company, instead of the
Company, and subject to all the terms, 
conditions and limitations in this Indenture prescribed, the Trustee
shall authenticate and shall deliver any Securities which previously shall have
been signed and delivered by the officers of the predecessor Company to the
Trustee for authentication, and any Securities which such successor corporation
thereafter shall cause to be signed and delivered to the Trustee for that
purpose.  All the Securities so issued
shall in all respects have the same legal rank and benefit under this Indenture
as the Securities theretofore or


 


47





















 


thereafter issued in accordance
with the terms of this Indenture as though all of such Securities had been
issued at the date of the execution hereof.


 


Nothing contained in this Indenture or in any of the Securities shall
prevent the Company from merging into itself or acquiring by purchase or
otherwise all or any part of the property of any other corporation (whether or
not affiliated with the Company).


 


Section 803. Opinion of Counsel.


 


The Trustee may receive an Opinion of Counsel as conclusive evidence
that any such consolidation, merger, sale, conveyance, transfer or other disposition,
and any such assumption, comply with the provisions of this Article.


 


ARTICLE NINE


 


Supplemental Indentures


 


Section 901.  Supplemental
Indentures Without Consent of Holders.


 


Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:


 


(1)   to
evidence the succession of another Person to the Company and the assumption by
any such successor of the covenants of the Company herein and in the Securities
pursuant to Article Eight or Section 117; or


 


(2)   to
add to the covenants of the Company for the benefit of the Holders of all or
any series of Securities (and if such covenants are to be for the benefit of
less than all series of Securities, stating that such covenants are expressly
being included solely for the benefit of such series) or to surrender any right
or power herein conferred upon the Company; provided, however, that in respect
of any such additional covenant, such supplemental indenture may provide for a
particular period of grace after default (which period may be shorter or longer
than that allowed in the case of other defaults) or may provide for an
immediate enforcement upon such default or may limit the remedies available to
the Trustee upon such default or may limit the right of the Holders of a
majority in aggregate principal amount of the Securities of such series to
waive such default; or


 


(3)   to
add any additional Events of Default for the benefit of the Holders of all or
any series of Securities (and if such additional Events of Default are to be
for the benefit of less than all series of Securities, stating that such
additional Events of Default are expressly being included solely for the
benefit of such series); or


 


(4)   to
add to or change any of the provisions of this Indenture to such extent as
shall be necessary to permit or facilitate the issuance of Securities in bearer
form, registrable or not


 


48





















 


registrable as to principal, and with or without interest coupons, or
to permit or facilitate the issuance of Securities in uncertificated form; or


 


(5)   to
add to, change or eliminate any of the provisions of this Indenture in respect
of one or more series of Securities, provided that any such addition, change or
elimination (A) shall neither (i) apply to any Security of any series
created prior to the execution of such supplemental indenture and entitled to
the benefit of such provision nor (ii) modify the rights of the Holder of
any such Security with respect to such provision or (B) shall become
effective only when there is no such Security Outstanding; or


 


(6)   to
secure the Securities; or


 


(7)   to
establish the form or terms of Securities of any series as permitted by
Sections 201 and 301; or


 


(8)   to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by one or more
successor Trustees, pursuant to the requirements of Section 611; or


 


(9)   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
provisions with respect to matters or questions arising under this Indenture,
provided that such action pursuant to this Clause (9) shall not adversely
affect the interests of the Holders of Securities of any series in any material
respect.


 


The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, and to make any further
appropriate agreements and stipulations which may be therein contained.


 


Any supplemental indenture authorized by the provisions of this Section may
be executed by the Company and the Trustee without the consent of the holders
of any of the Securities at the time outstanding, notwithstanding any of the
provisions of Section 902.


 


Section 902.  Supplemental
Indentures With Consent of Holders.


 


With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, 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 or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,


 


49





















 


(1)   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 any premium payable upon the redemption thereof, or
reduce the amount of the principal of an Original Issue Discount Security or
any other Security which would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502, or change
any Place of Payment where, or the coin or currency in which, any Security or
any premium or interest thereon is payable, affect the applicability of Article Fourteen
to any Security, or impair the right to institute suit for the enforcement of
any such payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date), or


 


(2)   reduce
the percentage in principal amount of the Outstanding Securities of any series,
the consent of whose Holders is required for any such supplemental indenture,
or the consent of whose Holders is required for any waiver (of compliance with
certain provisions of this Indenture or certain defaults hereunder and their
consequences) provided for in this 
Indenture, or


 


(3)   modify
any of the provisions of this Section, Section 513 or Section 1007,
except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent
of the Holder of each Outstanding Security affected thereby; 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 and Section 1007, or the deletion of this proviso, in
accordance with the requirements of Sections 611 and 901(8).


 


A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series; provided that
no such supplemental indenture shall modify any provision of this Indenture so
as to adversely affect the rights of any holder of outstanding Senior Debt to
the benefits of Article Fourteen.


 


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 903.  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 601) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into


 


50





















 


any such supplemental indenture
which affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise.


 


Section 904.  Effect of
Supplemental Indentures.


 


Upon the execution 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.


 


Section 905.  Conformity
with Trust Indenture Act.


 


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


 


Section 906.  Reference in
Securities to Supplemental Indentures.


 


Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and
shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of any series 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.


 


ARTICLE TEN


 


Covenants


 


Section 1001.  Payment of Principal, Premium
and Interest.


 


The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any
premium and interest on the Securities of that series in accordance with the
terms of the Securities and this Indenture.


 


Section 1002.  Maintenance
of Office or Agency.


 


The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where


 


51





















 


notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may
be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.


 


The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in each Place of Payment for Securities of any series for such purposes.
The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.


 


Section 1003.  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 any series of Securities, it will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and any premium and interest so
becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its action
or failure so to act.


 


Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, on or before each due date of the principal of
or any premium or interest on any Securities of that series, deposit with a
Paying Agent a sum sufficient to pay such amount, such sum to be held as
provided by the Trust Indenture Act, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.


 


The Company will cause each Paying Agent for any series of Securities
other than 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 will (1) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during
the continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.


 


The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, 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


 


52





















 


or such Paying Agent; 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 or any premium or
interest on any Security of any series and remaining unclaimed for 18 months after
such principal, premium or interest 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 the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
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 repayment, may at the expense of the
Company cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general circulation
in the Borough of Manhattan, The City of New York, New York, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.


 


Section 1004.  Statement by
Officers as to Default.


 


The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officers’
Certificate, stating whether or not to the best knowledge of the signers
thereof the Company is in default in the performance and observance of any of
the terms, provisions and conditions of this Indenture (without regard to any
period of grace or requirement of notice provided hereunder) and, if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.


 


Section 1005.  Maintenance
of Properties.


 


The Company will cause all properties used or useful in the conduct of
its business or the business of any Subsidiary to be maintained and kept in
good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent the Company from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of
its business or the business of any Subsidiary.


 


Section 1006.  Payment of
Taxes and Other Claims.


 


The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the


 


53





















 


Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2) all
lawful claims for labor, materials and supplies which, if unpaid, might by law
become a lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.


 


Section 1007.  Waiver of
Certain Covenants.


 


Except as otherwise specified as contemplated by Section 301 for
Securities of such series, the Company may, with respect to the Securities of
any series, omit in any particular instance to comply with any term, provision
or condition set forth in any covenant provided pursuant to Section 301(18),
901(2) or 901(7) for the benefit of the Holders of such series if
before the time for such compliance the Holders of at least a majority in
principal amount of the Outstanding Securities of such series shall, by Act of
such Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but 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 1008.  Calculation
of Original Issue Discount.


 


The Company shall file with the Trustee promptly at the end of each
calendar year a written notice specifying the amount of original issue discount
(including daily rates and accrual periods) accrued on Outstanding Securities
as of the end of such year.


 


ARTICLE ELEVEN


 


Redemption of Securities


 


Section 1101.  Applicability
of Article.


 


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


 


Section 1102.  Election to
Redeem; Notice to Trustee.


 


The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution or in another manner specified as contemplated by Section 301
for such Securities. In case of any redemption at the election of the Company
the Company shall, at least 45 days prior to


 


54





















 


the Redemption Date fixed by
the Company (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date and of the principal amount of
Securities of such series to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers’ Certificate evidencing
compliance with such restriction.


 


Section 1103.  Selection by
Trustee of Securities to Be Redeemed.


 


If less than all the Securities of any series are to be redeemed
(unless all the Securities of such series and of a specified tenor are to be
redeemed or unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of a portion of the principal amount of any Security of such series,
provided that the unredeemed portion of the principal amount of any Security shall
be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security. If less than all the Securities of
such series are to be redeemed (unless such redemption affects only a single
Security), the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption in accordance
with the preceding sentence.


 


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


 


The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the Security
shall be in an authorized denomination (which shall not be less than the
minimum authorized denomination) for such Security.


 


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 1104.  Notice
of  the Redemption.


 


Notice of redemption shall be given by mail not less than 30 nor more
than 60 days prior to the Redemption Date, to each Holder of Securities to be
redeemed, at his or her address appearing in the Security Register.


 


55





















 


All notices of redemption shall identify the Securities to be redeemed
and shall state:


 


(1)   the
Redemption Date;


 


(2)   the
Redemption Price;


 


(3)   if
less than all the Outstanding Securities of any series consisting of more than
a single Security are to be redeemed, the identification (and, in the case of
partial redemption of any such Securities, the principal amounts) of the
particular Securities to be redeemed and, if less than all the Outstanding
Securities of any series consisting of a single Security are to be redeemed,
the principal amount of the particular Security to be redeemed;


 


(4)   that
on the Redemption Date the Redemption Price 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;


 


(5)   the
place or places where each such Security is to be surrendered for payment of
the Redemption Price; and


 


(6)   that
the redemption is for a sinking fund, if such is the case.


 


Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company’s request, by the
Trustee in the name and at the expense of the Company and shall be irrevocable.


 


The notice if mailed in the manner herein provided shall be
conclusively presumed to have been given, whether or not the Holder receives
such notice.  In any case, 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 1105.  Deposit of
Redemption Price.


 


On or before any Redemption Date, 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 1003) 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.


 


Section 1106.  Securities
Payable on Redemption Date.


 


Notice of redemption having been given as aforesaid, the Securities 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 the Company shall default in the payment of
the Redemption Price


 


56





















 


and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any such Security
for redemption in accordance with said notice, such Security shall be paid by
the Company at the Redemption Price, together with accrued interest to the
Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 301, installments of interest whose Stated
Maturity is on or prior to the Redemption Date will be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such
at the close of business on the relevant Record Dates according to their terms
and the provisions of Section 307.


 


Section 1107.  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 or her 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 of like tenor, of any authorized denomination as requested by such
Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered; provided,
however, that a Depositary need not surrender a Global Security for a partial
redemption and may be authorized to make a notation on such Global Security of
such partial redemption.  In the case of
a partial redemption of a Global Security, the Depositary, and in turn, the
participants in the Depositary shall have the responsibility to select any
Securities to be redeemed by random lot.


 


ARTICLE TWELVE


 


Sinking Funds


 


Section 1201.  Applicability
of Article.


 


The provisions of this Article shall be applicable to any sinking
fund for the retirement of Securities of any series except as otherwise
specified as contemplated by Section 301 for such Securities.


 


The minimum amount of any sinking fund payment provided for by the
terms of any Securities is herein referred to as a “mandatory sinking fund
payment”, and any payment in excess of such minimum amount provided for by the
terms of such Securities is herein referred to as an “optional sinking fund
payment”. If provided for by the terms of any Securities, the cash amount of
any sinking fund payment may be subject to reduction as provided in Section 1202.
Each sinking fund payment shall be applied to the redemption of Securities as
provided for by the terms of such Securities.


 


57





















 


Section 1202.  Satisfaction
of Sinking Fund Payments with Securities.


 


The Company (1) may deliver Outstanding Securities of a series
(other than any previously called for redemption) and (2) may apply as a
credit Securities of a series which have been redeemed either at the election
of the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms
of such Securities, in each case in satisfaction of all or any part of any
sinking fund payment with respect to any Securities of such series required to
be made pursuant to the terms of such Securities as and to the extent provided
for by the terms of such Securities; provided that the Securities to be so
credited have not been previously so credited. The Securities to be so credited
shall be received and credited for such purpose by the Trustee at the
Redemption Price, as specified in the Securities so to be redeemed, for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly.


 


Section 1203.  Redemption of
Securities for Sinking Fund.


 


Not less than 45 days prior to each sinking fund payment date for any
Securities, the Company  will deliver to
the Trustee an Officers’ Certificate specifying the amount of the next ensuing
sinking fund payment for such Securities pursuant to the terms of such
Securities, the portion thereof, if any, which is to be satisfied by payment of
cash and the portion thereof, if any, which is to be satisfied by delivering
and crediting Securities pursuant to Section 1202 and will also deliver to
the Trustee any Securities to be so delivered. Not less than 30 days prior to
each such sinking fund payment date, the Trustee shall select the Securities to
be redeemed upon such sinking fund payment date in the manner specified in Section 1103
and cause notice of the redemption thereof to be given in the name of and at
the expense of the Company in the manner provided in Section 1104. Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Sections 1106 and 1107.


 


ARTICLE THIRTEEN


 


Defeasance and Covenant Defeasance


 


Section 1301.  Company’s
Option to Effect Defeasance or Covenant Defeasance.


 


The Company may elect, at its option at any time, to have Section 1302
or Section 1303 applied to any Securities or any series of Securities, as
the case may be, designated pursuant to Section 301 as being defeasible
pursuant to such Section 1302 or 1303, in accordance with any applicable
requirements provided pursuant to Section 301 and upon compliance with the
conditions set forth below in this Article. Any such election shall be
evidenced by a Board Resolution or in another manner specified as contemplated
by Section 301 for such Securities.


 


58





















 


Section 1302.  Defeasance
and Discharge.


 


Upon the Company’s exercise of its option (if any) to have this Section applied
to any Securities or any series of Securities, as the case may be, the Company
shall be deemed to have been discharged from its obligations with respect to
such Securities as provided in this Section on and after the date the
conditions set forth in Section 1304 are satisfied (hereinafter called “Defeasance”).
For this purpose, such Defeasance means that the Company shall be deemed to
have paid and discharged the entire indebtedness represented by such Securities
and to have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the same),
subject to the following which shall survive until otherwise terminated or
discharged hereunder: (1) the rights of Holders of such Securities to
receive, solely from the trust fund described in Section 1304 and as more
fully set forth in such Section, payments in respect of the principal of and
any premium and interest on such Securities when payments are due, (2) the
Company’s obligations with respect to such Securities under Sections 304, 305,
306, 1002 and 1003, (3) the rights, powers, trusts, duties and immunities
of the Trustee hereunder and (4) this Article. Subject to compliance with
this Article, the Company may exercise its option (if any) to have this Section applied
to any Securities notwithstanding the prior exercise of its option (if any) to
have Section 1303 applied to such Securities.


 


Section 1303.  Covenant Defeasance.


 


Upon the Company’s exercise of its option (if any) to have this Section applied
to any Securities or any series of Securities, as the case may be, (1) the
Company shall be released from its obligations under Section 801(3),
Sections 1005 through 1006, inclusive, and any covenants provided pursuant to Section 301(19),
901(2) or 901(7) for the benefit of the Holders of such Securities
and (2) the occurrence of any event specified in Sections 501(4) (with
respect to any of Section 801(3), Sections 1005 through 1006, inclusive,
and any such covenants provided pursuant to Section 301(19), 901(2) or
901(7)), and 501(7) shall be deemed not to be or result in an Event of
Default in each case with respect to such Securities as provided in this Section on
and after the date the conditions set forth in Section 1304 are satisfied
(hereinafter called “Covenant Defeasance”). For this purpose, such Covenant
Defeasance means that, with respect to such Securities, the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such specified Section (to the extent so
specified in the case of Section 501(4)) or Article Fourteen, whether
directly or indirectly by reason of any reference elsewhere herein to any such Section or
Article or by reason of any reference in any such Section or Article to
any other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.


 


Section 1304.  Conditions to
Defeasance or Covenant Defeasance.


 


The following shall be the conditions to the application of Section 1302
or Section 1303 to any Securities or any series of Securities, as the case
may be:


 


(1)   The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee which satisfies the requirements contemplated by Section 609


 


59





















 


and agrees to comply with the provisions of this Article applicable
to it) as trust funds in trust for the purpose of making the following
payments, specifically pledged as 
security for, and dedicated solely to, the benefit of the Holders of
such Securities, (A) money in an amount, or (B) U.S. Government
Obligations which through the scheduled payment of principal and interest in
respect thereof in accordance with their terms will provide, not later than one
day before the due date of any payment, money in an amount, or (C) a
combination thereof, in each case sufficient, in the opinion of a firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee (or any such other qualifying trustee) to pay and discharge, the
principal of and any premium and interest on such Securities on the respective
Stated Maturities, in accordance with the terms of this Indenture and such
Securities. As used herein, “U.S. Government Obligation” means (x) any security
which is (i) a direct obligation of the United States of America for the
payment of which the full faith and credit of the United States of America is
pledged or (ii) an obligation of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of America the
payment of  which is unconditionally
guaranteed as a full faith and credit obligation by the United States of
America, which, in either case (i) or (ii), is not callable or redeemable
at the option of the issuer thereof, and (y) any depositary receipt issued by a
bank (as defined in Section 3(a)(2) of the Securities Act) as
custodian with respect to any U.S. Government Obligation which is specified in
Clause (x) above and held by such bank for the account of the holder of such
depositary receipt, or with respect to any specific payment of principal of or
interest on any U.S. Government Obligation which is so specified and held,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depositary
receipt from any amount received by the custodian in respect of the U.S.
Government Obligation or the specific payment of principal or interest evidenced
by such depositary receipt.


 


(2)   In
the event of an election to have Section 1302 apply to any Securities or
any series of Securities, as the case may be, the Company shall have delivered
to the Trustee an Opinion of Counsel stating that (A) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (B) since the date of this instrument, there has been a change
in the applicable Federal income tax law, in either case (A) or (B) to
the effect that, and based thereon such opinion shall confirm that, the Holders
of such Securities will not recognize gain or loss for Federal income tax
purposes as a result of the deposit, Defeasance and discharge to be effected
with respect to such Securities and will be subject to Federal income tax on
the same amount, in the same manner and at the same times as would be the case
if such deposit, Defeasance and discharge were not to occur.


 


(3)   In
the event of an election to have Section 1303 apply to any Securities or
any series of Securities, as the case may be, the Company shall have delivered
to the Trustee an Opinion of Counsel to the effect that the Holders of such
Securities will not recognize gain or loss for Federal income tax purposes as a
result of the deposit and Covenant 
Defeasance to be effected with respect to such Securities and will be
subject to Federal income tax on the same amount, in the same manner and at the
same times as would be the case if such deposit and Covenant Defeasance were
not to occur.


 


60





















 


(4)   The
Company shall have delivered to the Trustee an Officers’ Certificate to the
effect that neither such Securities nor any other Securities of the same
series, if then listed on any securities exchange, will be delisted as a result
of such deposit.


 


(5)   No
event which is, or after notice or lapse of time or both would become, an Event
of Default with respect to such Securities or any other Securities shall have
occurred and be continuing at the time of such deposit or, with regard to any
such event specified in Sections 501(5) and (6), at any time on or prior
to the 90th day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until after such 90th day).


 


(6)   Such
Defeasance or Covenant Defeasance shall not cause the Trustee to have a
conflicting interest within the meaning of the Trust Indenture Act (assuming
all Securities are in default within the meaning of such Act).


 


(7)   Such
Defeasance or Covenant Defeasance shall not result in a breach or violation of,
or constitute a default under, any other agreement or instrument to which the
Company is a party or by which it is bound.


 


(8)   Such
Defeasance or Covenant Defeasance shall not result in the trust arising from such
deposit constituting an investment company within the meaning of the Investment
Company Act unless such trust shall be registered under such Act or exempt from
registration thereunder.


 


(9)   At
the time of such deposit, (A) no default in the payment of any principal
of or premium or interest on any Senior Debt shall have occurred and be
continuing, (B) no event of default with respect to any Senior Debt shall
have resulted in such Senior Debt becoming, and continuing to be, due and
payable prior to the date on which it would otherwise have become due and
payable (unless payment of such Senior Debt has been made or duly provided
for), and (C) no other event of default with respect to any Senior Debt
shall have occurred and be continuing permitting (after notice or lapse of time
or both) the holders of such Senior Debt (or a trustee on behalf of such
holders) to declare such Senior Debt due and payable prior to the date on which
it would otherwise have become due and payable.


 


(10)  The
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent with respect to
such Defeasance or Covenant Defeasance have been complied with.


 


Section 1305.  Deposited
Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous
Provisions.


 


Subject to the provisions of the last paragraph of Section 1003,
all money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee or other qualifying trustee (solely for purposes of
this Section and Section 1306, the Trustee and any such


 


61





















 


other trustee are referred to
collectively as the “Trustee”) pursuant to Section 1304 in respect of any
Securities shall be held in trust and applied by the Trustee, in accordance
with the provisions of such Securities and this Indenture, to the payment,
either directly or through any such Paying Agent (including the Company acting
as its own Paying Agent) as the Trustee may determine, to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal
and any premium and interest, but money so held in trust need not be segregated
from other funds except to the extent required by law.


 


Money and U.S. Government Obligations so held in trust shall not be
subject to the provisions of Article Fourteen.


 


The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1304 or the principal and interest received
in respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of Outstanding Securities.


 


Anything in this Article to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in Section 1304
with respect to any Securities which, in the opinion of a firm of independent
public accountants expressed in a written certification thereof delivered to
the Trustee, are in excess of the amount thereof which would then be required
to be deposited to effect the Defeasance or Covenant Defeasance, as the case
may be, with respect to such Securities.


 


Section 1306.  Reinstatement.


 


If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the obligations
under this Indenture and such Securities from which the Company has been
discharged or released pursuant to Section 1302 or 1303 shall be revived
and reinstated as though no deposit had occurred pursuant to this Article with
respect to such Securities, until such time as the Trustee or Paying Agent is
permitted to apply all money held in trust pursuant to Section 1305 with
respect to such Securities in accordance with this Article; provided, however,
that if the Company makes any payment of principal of or any premium or
interest on any such Security following such reinstatement of its obligations,
the Company shall be subrogated to the rights (if any) of the Holders of such
Securities to receive such payment from the money so held in trust.


 


62





















 


ARTICLE FOURTEEN


 


Junior Subordinated Securities


 


Section 1401. Certain Securities Subordinate to Senior Debt.


 


As provided pursuant to Section 301 or in a supplemental
indenture, the Company may issue one or more series of Securities subject to
the provisions of this Article Fourteen, and each Holder of a Security of
a series so issued (“Junior Subordinated Securities”), whether upon original issue
or upon transfer or assignment thereof, accepts and agrees to be bound by such
provisions.


 


The payment of the principal of, premium, if any, and interest on all
Junior Subordinated Securities issued with respect to which this Article Fourteen
applies shall, to the extent and in the manner hereinafter set forth, be
subordinate and subject in right of payment to the prior payment in full of all
Senior Debt, whether outstanding at the date of this Indenture or thereafter
incurred.


 


No provision of this Article Fourteen shall prevent the occurrence
of any default or Event of Default hereunder.


 


Section 1402.  Payment Over
of Proceeds Upon Default.


 


In the event and during the continuation of any default in the payment
of principal, premium, interest or any other payment due on any Senior Debt
continuing beyond the period of grace, if any, specified in the instrument
evidencing such Senior Debt, unless and until such default shall have been
cured or waived or shall have ceased to exist, or in the event that the
maturity of any Senior Debt has been accelerated because of a default, then no
payment shall be made by the Company with respect to the principal (including
redemption and sinking fund payments) of, or premium, if any, or interest on
the Junior Subordinated Securities.


 


In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee or any holder when such payment is prohibited by the
preceding paragraph of this Section 1402, such payment shall be held in
trust for the benefit of, and shall be paid over or delivered to, the holders
of Senior Debt or their respective representatives, or to the trustee or
trustees under any indenture pursuant to which any of such Senior Debt may have
been issued, as their respective interests may appear, but only to the extent
that the holders of the Senior Debt (or their representative or representatives
or a trustee) notify the Trustee within 90 days of such payment of the amounts
then due and owing on the Senior Debt and only the amounts specified in such
notice to the Trustee shall be paid to the holders of Senior Debt.


 


Section 1403.  Payment Over
of Proceeds Upon Dissolution, Etc.


 


Upon any payment by the Company, or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution or winding-up or liquidation or reorganization
of the Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due or to become due upon all
Senior Debt shall first be paid in full, or payment thereof provided for in
money in accordance with its terms, before any payment is made on account of
the principal (and premium, if any) or interest on the Junior Subordinated
Securities; and upon any such dissolution or winding-up or liquidation or
reorganization any payment by the Company, or distribution of assets of the
Company of any kind


 


63





















 


or character, whether in cash,
property or securities, to which the Holders of the Junior Subordinated
Securities or the Trustee would be entitled, except for the provisions of this Article Fourteen,
shall be paid by the Company or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other person making such payment or distribution,
or by the Holders of the Junior Subordinated Securities or by the Trustee under
this Indenture if received by them or it, directly to the holders of Senior
Debt (pro rata to such holders on the basis of the respective amounts of Senior
Debt held by such holders, as calculated by the Company) or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any Senior Debt may have
been issued, as their respective interests may appear, to the extent necessary
to pay all Senior Debt in full, in money or money’s worth, after giving effect
to any concurrent payment or distribution to or for the holders of Senior Debt,
before any payment or distribution is made to the holders of Junior
Subordinated Securities or to the Trustee.


 


In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in
cash, property or securities, prohibited by the foregoing, shall be received by
the Trustee or the holders of the Junior Subordinated Securities before all
Senior Debt is paid in full, or provision is made for such payment in money in
accordance with its terms, such payment or distribution shall be held in trust
for the benefit of and shall be paid over or delivered to the holders of Senior
Debt or their representative or representatives, or to the trustee or trustees
under any indenture pursuant to which any instruments evidencing any Senior
Debt may have been issued, as their respective interests may appear, as
calculated by the Company, for application to the payment of all Senior Debt
remaining unpaid to the extent necessary to pay all Senior Debt in full in
money in accordance with its terms, after giving effect to any concurrent
payment or distribution to or for the holders of such Senior Debt.


 


For purposes of this Article Fourteen, the words, “cash, property
or securities” shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment, the
payment of which is subordinated at least to the extent provided in this Article Fourteen
with respect to the Junior Subordinated Securities to the payment of all Senior
Debt which may at the time be outstanding; provided that (i) the Senior
Debt is assumed by the new corporation, if any, resulting from any such
reorganization or readjustment, and (ii) the rights of the holders of the
Senior Debt are not, without the consent of such holders, altered by such
reorganization or readjustment. The consolidation of the Company with, or the
merger of the Company into, another corporation or the liquidation or dissolution
of the Company following the conveyance or transfer of its property as an
entirety, or substantially as an entirety, to another corporation upon the
terms and conditions provided for in Article Eight hereof shall not be
deemed a dissolution, winding-up, liquidation or reorganization for the
proposes of this Section 1403 if such other corporation shall, as a part
of such consolidation, merger, conveyance or transfer, comply with the
conditions stated in Article Eight hereof. Nothing in Section 1402 or
in this Section 1403 shall apply to claims of, or payments to, the Trustee
under or pursuant to Section 607.


 


Section 1404.    Subrogation
to Rights of Holders of Senior Debt.


 


Subject to the payment in full of all Senior Debt, the rights of the
holders of the Junior Subordinated Securities shall be subrogated to the rights
of the holders of Senior Debt to receive


 


64





















 


payments or distributions of
cash, property or securities of the Company applicable to the Senior Debt; and,
for the purposes of such subrogation, no payment or distributions to the
holders of the Senior Debt of any cash, property or securities to which the
holders of the Junior Subordinated Securities or the Trustee would be entitled
except for the provisions of this Article Fourteen, and no payment over
pursuant to the provisions of this Article Fourteen, to or for the benefit
of the holders of Senior Debt by holders of the Junior Subordinated Securities
or the Trustee, shall, as between the Company, its creditors other than holders
of Senior Debt, and the Holders of the Junior Subordinated Securities, be
deemed to be a payment by the Company to or on account of the Senior Debt.  It is understood that the provisions of this Article Fourteen
are and are intended solely for the purposes of defining the relative rights of
the holders of the Junior Subordinated Securities, on the one hand, and the
holders of the Senior Debt on the other hand.


 


Nothing contained in this Article Fourteen or elsewhere in this
Indenture or in the Junior Subordinated Securities is intended to or shall
impair, as between the Company, its creditors other than the holders of Senior
Debt, and the holders of the Junior Subordinated Securities, the obligation of
the Company, which is absolute and unconditional, to pay to the holders of the
Junior Subordinated Securities the principal of (and premium, if any) and
interest on the Junior Subordinated Securities as and when the same shall
become due and payable in accordance with their terms, or is intended to or
shall affect the relative rights of the holders of the Junior Subordinated
Securities and creditors of the Company other than the holders of the Senior
Debt, nor shall anything herein or therein prevent the Trustee or the holder of
any Junior Subordinated Security from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article Fourteen of the holders of Senior Debt
in respect of cash, property or securities of the Company received upon the
exercise of any such remedy.


 


Upon any payment or distribution of assets of the Company referred to
in this Article Fourteen, the Trustee, subject to the provision of Article Six,
and the Holders of the Junior Subordinated Securities shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction in which
such dissolution, winding-up, liquidation or reorganization, liquidation or
reorganization proceedings are pending, or a certificate of the receiver,
trustee in bankruptcy, liquidation trustee, agent or other person making such
payment or distribution, delivered to the Trustee or to the Holders of the
Junior Subordinated Securities, for the purposes of ascertaining the persons entitled
to participate in such distribution, the holders of the Senior Debt and other
indebtedness of the Company, the amount hereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article Fourteen.


 


Section 1405.  Trustee to
Effectuate Subordination.


 


Each Holder of a Junior Subordinated Security by his or her acceptance
thereof authorizes and directs the Trustee in his or her behalf to take such
action as may be necessary or appropriate to effectuate the subordination
provided in this Article Fourteen and appoints the Trustee his or her attorney-in-fact
for any and all such purposes.


 


65





















 


Section 1406.  Notice to
Trustee.


 


The Company shall give prompt written notice to a Responsible Officer
of the Trustee of any fact known to the Company which would prohibit the making
of any payment of monies to or by the Trustee in respect of the Junior
Subordinated Securities pursuant to the provisions of this Article Fourteen.  Notwithstanding the provisions of this Article Fourteen
or any other provision of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts which would prohibit the making of any
payment of monies to or by the Trustee in respect of the Junior Subordinated
Securities pursuant to the provisions of this Article Fourteen, unless and
until a Responsible Officer of the Trustee shall have received written notice
thereof at the Principal Office of the Trustee from the Company or a holder or
holders of Senior Debt or from any trustee therefor; and before the receipt of
any such written notice, the Trustee, subject to the provisions of Article Six,
shall be entitled in all respects to assume that no such facts exist; provided,
however, that if the Trustee shall not have received the notice provided for in
this Section 1406 at least two Business Days prior to the date upon which
by the terms hereof any money may become payable for any purpose (including, without
limitation, the payment of the principal of (or premium, if any) or interest on
any Junior Subordinated Security), then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
receive such money and to apply the same to the purposes for which they were
received, and shall not be affected by any notice to the contrary which may be
received by it within two Business Days prior to such date.


 


The Trustee, subject to the provisions of Article Six, shall be
entitled to rely on the delivery to it of a written notice by a person
representing himself to be a holder of Senior Debt (or a trustee on behalf of
such holder) to establish that such notice has been given by a holder of Senior
Debt or a trustee on behalf of any such holder or holders. In the event that
the Trustee determines in good faith that further evidence is required with
respect to the right of any person as a holder of Senior Debt to participate in
any payment or distribution pursuant to this Article Fourteen, the Trustee
may request such person to furnish evidence to the reasonable satisfaction of
the Trustee as to the amount of Senior Debt held by such Person, the extent to
which such person is entitled to participate in such payment or distribution
and any other facts pertinent to the rights of such person under this Article Fourteen,
and if such evidence is not furnished the Trustee may defer any payment to such
person pending judicial determination as to the right of such person to receive
such payment.


 


Section 1407.  Rights of
Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights.


 


The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article Fourteen in respect of any Senior Debt at
any time held by it, to the same extent as any other holder of Senior Debt, and
nothing in this Indenture shall deprive the Trustee of any of its rights as
such holder.


 


Nothing in this Article Fourteen shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 607.


 


66





















 


Section 1408.  No Waiver of
Subordination Provisions.


 


No right of any present or future holder of any Senior Debt to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any act
or failure to act, in good faith, by any such holder, or by any noncompliance
by the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof which any such holder may have or otherwise
be charged with.


 


Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Debt may, at any time and from time to time, without the
consent of or notice to the Trustee or the holders of the Junior Subordinated
Securities, without incurring responsibility to the holders of the Junior
Subordinated Securities and without impairing or releasing the subordination
provided in this Article or the obligations hereunder of the holders of
the Junior Subordinated Securities to the holders of Senior Debt, do any one or
more of the following: (i) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, Senior Debt, or otherwise
amend or supplement in any manner Senior Debt or any instrument evidencing the
same or any agreement under which Senior Debt is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Debt; (iii) release any person liable in any
manner for the collection of Senior Debt; and (iv) exercise or refrain
from exercising any rights against the Company and any other person.


 


67





















 


This instrument 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
instrument.


 


In Witness Whereof, the parties hereto have caused this Indenture to be
duly executed as of the day and year first above written.


 


	
   

  	
  THE UNION LIGHT, HEAT AND POWER

  
	
   

  	
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Wendy L. Aumiller

  
	
   

  	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  George F. Kubin

  
	
   

  	
   

  	
  Vice President

  



 


68