Exhibit 1 

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Exhibit 4.1

________________________________________________________

INDENTURE

Dated as of April 22, 2005

Supplementing, Amending and Restating

the Indenture of Mortgage, dated as of March 11, 2004, as supplemented

by a First Supplemental Indenture, dated as of March 23, 2004, and a Second

Supplemental Indenture, dated as of April 12, 2004

PACIFIC GAS AND ELECTRIC COMPANY,

Issuer

and

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

Trustee

________________________________________________________

TABLE OF CONTENTS

Page

ARTICLE I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL

APPLICATION.................................................................................................. 2

Section 1.01 General Definitions....................................................................................... 2

Section 1.02 Compliance Certificates and Opinions........................................................... 17

Section 1.03 Content and Form of Documents Delivered to Trustee.................................. 18

Section 1.04 Acts of Holders............................................................................................ 19

Section 1.05 Notices, Etc. to Trustee and Company......................................................... 21

Section 1.06 Notice to Holders of Bonds; Waiver............................................................. 22

Section 1.07 Conflict With Trust Indenture Act................................................................. 22

Section 1.08 Effect of Headings and Table of Contents..................................................... 22

Section 1.09 Successors and Assigns................................................................................ 22

Section 1.10 Separability Clause....................................................................................... 23

Section 1.11. Benefits of Indenture.................................................................................... 23

Section 1.12 Governing Law............................................................................................ 23

Section 1.13 Legal Holidays............................................................................................. 23

Section 1.14 Investment of Cash Held by Trustee............................................................. 23

ARTICLE II. BOND FORMS.................................................................................................. 24

 

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Section 2.01 Forms Generally.......................................................................................... 24

Section 2.02 Form of Trustee’s Certificate of Authentication............................................. 24

 ARTICLE III. THE BONDS...................................................................................................... 24

Section 3.01 Amount Unlimited; Issuable in Series............................................................ 25

Section 3.02 Denominations............................................................................................. 28

Section 3.03 Execution, Dating, Certificate of Authentication............................................. 28

Section 3.04 Temporary Bonds........................................................................................ 29

Section 3.05 Registration, Registration of Transfer and Exchange...................................... 30

Section 3.06 Mutilated, Destroyed, Lost and Stolen Bonds............................................... 32

Section 3.07 Payment of Interest; Interest Rights Preserved.............................................. 33

Section 3.08 Persons Deemed Owners............................................................................ 34

Section 3.09 Cancellation by Bond Registrar.................................................................... 34

Section 3.10 Computation of Interest............................................................................... 34

Section 3.11. Payment to Be in Proper Currency............................................................... 35

Section 3.12. CUSIP Numbers......................................................................................... 35

Section 3.13. Global Bonds.............................................................................................. 35

 ARTICLE IV BONDS PREVIOUSLY ISSUED....................................................................... 36

Section 4.01 Continuation of Certain Series of Bonds Issued Under the Prior Indenture..... 36

Section 4.02 Bonds of the Initial Series; Terms of Bonds of the Initial Series...................... 36

Section 4.03 Redemption of Bonds of the Initial Series..................................................... 39

Section 4.04 Bonds of the Eleventh Series, Terms of Bonds of the Eleventh Series............ 40

 ARTICLE V ISSUANCE OF BONDS.................................................................................... 42

Section 5.01 General....................................................................................................... 42

 ARTICLE VI REDEMPTION OF BONDS.............................................................................. 43

Section 6.01 Applicability of Article................................................................................. 43

Section 6.02 Election to Redeem; Notice to Trustee......................................................... 44

Section 6.03 Selection of Bonds to Be Redeemed............................................................ 44

Section 6.04 Notice of Redemption.................................................................................. 44

Section 6.05 Bonds Payable on Redemption Date............................................................ 46

Section 6.06 Bonds Redeemed in Part............................................................................. 46

 ARTICLE VII COVENANTS.................................................................................................... 46

Section 7.01 Payment of Bonds....................................................................................... 46

Section 7.02 Maintenance of Office or Agency................................................................. 46

Section 7.03 Money for Bond Payments to Be Held in Trust............................................. 47

Section 7.04 Corporate Existence.................................................................................... 48

Section 7.05 Waiver of Certain Covenants....................................................................... 48

Section 7.06 Annual Officer’s Certificate as to Compliance............................................... 49

Section 7.07 Limitation on Liens....................................................................................... 49

 ARTICLE VIII.. SATISFACTION AND DISCHARGE............................................................... 51

 

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Section 8.01 Satisfaction and Discharge of Bonds............................................................. 51

Section 8.02 Satisfaction and Discharge of Indenture........................................................ 53

Section 8.03 Application of Trust Money......................................................................... 54

 ARTICLE IX. EVENTS OF DEFAULT; REMEDIES................................................................ 54

Section 9.01 Events of Default......................................................................................... 54

Section 9.02 Acceleration of Maturity; Rescission and Annulment..................................... 56

Section 9.03 Collection of Indebtedness and Suits for Enforcement by Trustee.................. 57

Section 9.04 Application of Money Collected................................................................... 57

Section 9.05 Trustee May File Proofs of Claim................................................................. 58

Section 9.06 Trustee May Enforce Claims Without Possession of Bonds........................... 58

Section 9.07 Limitation on Suits....................................................................................... 59

Section 9.08 Unconditional Right of Holders to Receive Principal, Premium and Interest.... 59

Section 9.09 Restoration of Rights and Remedies............................................................. 59

Section 9.10 Rights and Remedies Cumulative.................................................................. 60

Section 9.11 Delay or Omission Not Waiver.................................................................... 60

Section 9.12 Control by Holders of Bonds....................................................................... 60

Section 9.13 Waiver of Past Defaults............................................................................... 60

Section 9.14 Undertaking for Costs.................................................................................. 61

Section 9.15 Waiver of Stay and Extension Laws............................................................. 61

 ARTICLE X THE TRUSTEE................................................................................................... 61

Section 10.01 Certain Duties and Responsibilities............................................................... 61

Section 10.02 Notice of Defaults........................................................................................ 62

Section 10.03 Certain Rights of Trustee.............................................................................. 63

Section 10.04 Not Responsible for Recitals or Issuance of Bonds or Application of 

Proceeds..................................................................................................... 64

Section 10.05 May Hold Bonds......................................................................................... 64

Section 10.06 Money Held in Trust.................................................................................... 64

Section 10.07 Compensation and Reimbursement............................................................... 64

Section 10.08 Disqualification; Conflicting Interests............................................................. 65

Section 10.09 Corporate Trustee Required; Eligibility......................................................... 65

Section 10.10 Resignation and Removal; Appointment of Successor................................... 66

Section 10.11 Acceptance of Appointment by Successor................................................... 67

Section 10.12 Merger, Conversion, Consolidation or Succession to Business...................... 68

Section 10.13 Preferential Collection of Claims Against Company....................................... 68

Section 10.14 Co-Trustees and Separate Trustees............................................................. 68

Section 10.15 Appointment of Authenticating Agent........................................................... 69

Section 10.16 Further Assurances...................................................................................... 71

ARTICLE XI LISTS OF HOLDERS; REPORTS BY TRUSTEE AND COMPANY............... 71

Section 11.01 Lists of Holders........................................................................................... 71

Section 11.02 Reports by Trustee and Company................................................................ 72

 ARTICLE XII.... CONSOLIDATION, MERGER, CONVEYANCE OR OTHER TRANSFER... 72

Section 12.01 Company May Consolidate, etc., Only on Certain Terms............................. 72

Section 12.02 Successor Corporation Substituted.............................................................. 73

 

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 WHEREAS, the Prior Indenture provided that upon satisfaction of the conditions specified in 

Section 8.12 of the Prior Indenture and upon an Order of the Company, the lien of the Prior Indenture 

would be discharged, canceled, terminated and satisfied and the property subject thereto would be 

released and that bonds issued and outstanding under the Prior Indenture would thereupon constitute 

unsecured obligations of the Company;

 WHEREAS, the Company has satisfied all of the conditions precedent to the release of the lien 

of the Prior Indenture specified in Section 8.12 of the Prior Indenture and has delivered an Order of the 

Company to the Trustee for the release of the lien of the Prior Indenture on the date hereof and 

requesting that the Trustee execute this Indenture supplementing, amending and restating the Prior 

Indenture;

 WHEREAS, pursuant to Section 14.01(l) of the Prior Indenture, the Company and the Trustee 

may, without the consent of holders of bonds issued under the Prior Indenture, enter into a 

supplemental indenture to amend and restate the Prior Indenture to eliminate any provisions related to 

the lien of the Prior Indenture, the Mortgaged Property (as defined in the Prior Indenture) or Liens (as 

defined in the Prior Indenture), other than Section 7.11 of the Prior Indenture;

 WHEREAS, pursuant to 14.01(j) of the Prior Indenture, the Company and the Trustee may, 

without the consent of holders of bonds issued under the Prior Indenture, enter into a supplemental 

indenture to cure any ambiguity, to correct any provision of the Prior Indenture which may be 

defective or inconsistent with any other provision of the Prior Indenture, or to make any other additions 

to, deletions from or other changes to the provisions of the Prior Indenture, provided that such 

additions, deletions and/or other changes shall not materially adversely affect the interests of the 

holders of bonds of any series or tranche issued thereunder in any material respect;

 WHEREAS, the Company and the Trustee are executing this Indenture pursuant to Sections 

14.01(l) and 14.01(j) of the Prior Indenture and intend, pursuant to Section 14.04 of the Prior 

Indenture, that this Indenture shall amend and restate the Prior Indenture in its entirety and that this 

Indenture shall supersede the Prior Indenture as heretofore in effect for all purposes;

 WHEREAS, the Company has issued twenty-one (21) series of bonds under the Prior Indenture, 

of which six series remain outstanding on the date hereof as further described in Article IV and shall be 

subject to and governed by the provisions of this Indenture from and after the date hereof, and the 

Company may issue additional series of bonds hereunder after the date hereof;

 WHEREAS, all acts necessary to make this Indenture a valid agreement of the Company, in 

accordance with its terms, have been performed. For all purposes of this Indenture, except as 

otherwise expressly provided herein or unless the context otherwise requires, capitalized terms used 

herein shall have the meanings assigned to them in Article I of this Indenture;

 NOW, THEREFORE, THIS INDENTURE WITNESSETH that, in consideration of the 

premises and of the purchase of Bonds by the Holders thereof, it is hereby covenanted and agreed by 

and between the Company and the Trustee that all the Bonds are to be authenticated and delivered 

subject to the further covenants, conditions and trusts hereinafter set forth, and the Company hereby 

covenants and agrees to and with the Trustee, for the equal and ratable benefit of all Holders of the 

Bonds or of series or Tranches thereof (except as otherwise contemplated herein), as follows:

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

 

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SECTION 1.01. General Definitions.

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

otherwise requires:

 (a) the terms defined in this Article have the meanings assigned to them in this Article and 

include the plural as well as the singular;

 (b) reference to any gender shall include all other genders;

 (c) all terms used herein without definition which are defined in the Trust Indenture Act, 

either directly or by reference therein, have the meanings assigned to them therein;

 (d) all terms used herein without definition which are defined in the California Commercial 

Code shall have the meanings assigned to them therein;

 (e) all accounting terms not otherwise defined herein have the meanings assigned to them in 

accordance with generally accepted accounting principles in the United States; and, except as 

otherwise herein expressly provided, the term “generally accepted accounting principles” with respect 

to any computation required or permitted hereunder shall mean, at the election of the Company from 

time to time, such accounting principles as are generally accepted in the United States at the date of 

such computation or at the Initial Issuance Date; provided, however, that in determining generally 

accepted accounting principles applicable to the Company, effect shall be given, to the extent required, 

to any order, rule or regulation of any administrative agency, regulatory authority or other 

governmental body having jurisdiction over the Company;

 (f) any reference to an “Article”, a “Section” or any other subdivision refers to an Article, a 

Section or other subdivision, as the case may be, of this Indenture; and

 (g) 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.

 “3.60% Senior Notes” has the meaning set forth in Section 4.02(a).

 “4.20% Senior Notes” has the meaning set forth in Section 4.02(b).

 “4.80% Senior Notes” has the meaning set forth in Section 4.02(c).

 “6.05% Senior Notes” has the meaning set forth in Section 4.02(d).

 “Accountant” means a Person engaged in the accounting profession or otherwise qualified to 

pass on accounting matters (including, but not limited to, a Person certified or licensed as a public 

accountant, whether or not then engaged in the public accounting profession), which Person, unless 

required under the terms hereof to be Independent, may be an employee, an Affiliate or an employee of 

an Affiliate of the Company.

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

1.04.

 “Adjusted Treasury Rate”, with respect to the Fixed Rate Senior Notes, means, with respect 

to any Redemption Date on which any Fixed Rate Senior Notes are being redeemed pursuant to 

Section 4.03 hereof:

 

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 (a) the yield, under the heading which represents the average for the immediately 

preceding week, appearing in the most recently published statistical release designated “H.15(519) 

Selected Interest Rates” or any successor publication that is published weekly by the Board of 

Governors of the Federal Reserve System and that establishes yields on actively traded United States 

treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities” for 

the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months 

before or after the Remaining Life, yields for the two published maturities most closely corresponding 

to the Comparable Treasury issue will be determined and the Adjusted Treasury Rate will be 

interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or

 (b) if such release (or any successor publication) is not published during the week 

preceding the calculation date or does not contain such yields, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue (expressed as a percentage of its 

principal amount) equal to the Comparable Treasury Price for such Redemption Date.

 The Adjusted Treasury Rate will be calculated on the third Business Day preceding the 

Redemption Date.

 “Affiliate” of any specified Person means any other Person directly or indirectly controlling or 

controlled by or under direct or indirect common control with such specified Person. For the purposes 

of this definition, “control” when used with respect to any specified Person means the power to direct 

generally the management and policies of such Person, directly or indirectly, whether through the 

ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” 

have meanings correlative to the foregoing.

 “Attributable Debt” in respect of a sale and leaseback transaction means, at the time of 

determination, the present value of the obligation of the lessee for net rental payments during the 

remaining term of the lease included in such sale and leaseback transaction, including any period for 

which such lease has been extended or may, at the option of the lessor, be extended. Such present 

value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, 

determined in accordance with generally accepted accounting principles.

 “Authenticating Agent” means any Person or Persons (other than the Company or an Affiliate 

of the Company) authorized by the Trustee to act on behalf of the Trustee to authenticate the Bonds of 

one or more series.

 “Authorized Officer” means the Chairman of the Board, the President, the Chief Executive 

Officer, any Vice President, the Chief Financial Officer, the Treasurer or any other duly authorized 

officer, agent or attorney-in-fact of the Company named in an Officer’s Certificate signed by any of 

such officers.

 “Authorized Publication” means a newspaper or financial journal of general circulation,

printed in the English language and customarily published on each Business Day, whether or not 

published on Saturdays, Sundays or holidays; or, in the alternative, shall mean such form of 

communication as may have come into general use for the dissemination of information of import 

similar to that of the information specified to be published by the provisions hereof. In the event that 

successive weekly publications in an Authorized Publication are required hereunder they may be made 

(unless otherwise expressly provided herein) on the same or different days of the week and in the same 

or in different Authorized Publications. In case, by reason of the suspension of publication of any 

Authorized Publication, or by reason of any other cause, it shall be impractical without unreasonable 

 

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expense to make publication of any notice in an Authorized Publication as required by this Indenture, 

then such method of publication or notification as shall be made with the approval of the Trustee shall 

be deemed the equivalent of the required publication of such notice in an Authorized Publication.

 “Board of Directors” means the board of directors of the Company, any committee thereof 

duly authorized to act in respect of matters relating to this Indenture or any other body fulfilling the 

function of a board of directors of a corporation authorized to act in respect of matters relating to this 

Indenture.

 “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant 

Secretary of the Company that has been duly adopted by the Board of Directors, that is in full force 

and effect on the date of such certification and that has been delivered to the Trustee.

 “Bond Register” and “Bond Registrar” have the respective meanings specified in Section 

3.05.

 “Bonds” means the Fixed Rate Senior Notes, the Floating Rate Senior Notes, the Bonds of the 

Eleventh Series and any securities, including any bonds, notes and other evidences of indebtedness, 

authenticated and delivered under this Indenture.

 “Bonds of the First Series” means the series of Bonds established as such under the Prior 

Indenture and hereafter governed by and subject to this Indenture as set forth in Section 4.01.

 “Bonds of the Second Series” means the series of Bonds established as such under the Prior 

Indenture and hereafter governed by and subject to this Indenture as set forth in Section 4.01.

 “Bonds of the Third Series” means the series of Bonds established as such under the Prior 

Indenture and hereafter governed by and subject to this Indenture as set forth in Section 4.01.

 “Bonds of the Fourth Series” means the series of Bonds established as such under the Prior 

Indenture and hereafter governed by and subject to this Indenture as set forth in Section 4.01.

 “Bonds of the Fifth Series” means the series of Bonds established as such under the Prior 

Indenture and hereafter governed by and subject to this Indenture as set forth in Section 4.01.

 “Bonds of the Eleventh Series” means the series of Bonds established as such under the Prior 

Indenture and hereafter governed by and subject to this Indenture as set forth in Section 4.01.

 “Bonds of the Initial Series” has the meaning set forth in Section 4.01.

 “Business Day” means any day, other than a Saturday or Sunday, which is not a day on which 

banking institutions or trust companies in (i) any Place of Payment or other location specified in the 

Bonds or this Indenture or (ii) the location of the Company’s principal place of business or the 

Corporate Trust Office of the Trustee, are generally authorized or required by law, regulation or 

executive order to remain closed, except as may be otherwise specified as contemplated by Section 

3.01; provided, however, that with respect to the Floating Rate Senior Notes, “Business Day” shall 

have the meaning set forth in such Floating Rate Senior Notes.

 “Calculation Agency Agreement” means the Calculation Agency Agreement, dated as of 

March 23, 2004, by and between the Calculation Agent and the Company, relating to the Floating Rate 

Senior Notes, as such agreement may be amended, modified or supplemented from time to time.

 

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 “Calculation Agent”, with respect to the Floating Rate Senior Notes, means The Bank of New 

York Trust Company, N.A., as successor in interest to BNY Western Trust Company, or such other 

Person as the Company shall from time to time designate in accordance with the Calculation Agency 

Agreement.

 “California Commercial Code” means the California Commercial Code as in effect from time 

to time, unless otherwise specified in this Indenture.

 “Capital Lease Obligation” means, at the time any determination is to be made, the amount of 

the liability in respect of a capital lease that would at that time be required to be capitalized on a 

balance sheet in accordance with generally accepted accounting principles.

 “Commission” means the Securities and Exchange Commission, as from time to time 

constituted, created under the Exchange Act or, if at any time after the Initial Issuance Date, such 

Commission is not existing and performing the duties assigned to it at March 11, 2004 under the Trust 

Indenture Act, then the body, if any, performing such duties at such time.

 “Company” means the Person named as the “Company” in the first paragraph of this Indenture 

until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, 

and thereafter “Company” shall mean such successor Person.

 “Company Order” or “Company Request” means, respectively, a written order or request 

signed in the name of the Company by an Authorized Officer and delivered to the Trustee.

 “Comparable Treasury Issue”, with respect to the Fixed Rate Senior Notes, means the United 

States Treasury security selected by the Independent Investment Banker as having a maturity 

comparable to the Remaining Life of the applicable series of Fixed Rate Senior Notes to be redeemed 

pursuant to Section 4.03 that would be utilized, at the time of selection and in accordance with 

customary financial practice, in pricing new issues of corporate debt securities of comparable maturity 

to the Remaining Life of the applicable series of Fixed Rate Senior Notes to be redeemed pursuant to 

Section 4.03.

 “Comparable Treasury Price”, with respect to the Fixed Rate Senior Notes, means, with 

respect to any Redemption Date on which any series of Fixed Rate Senior Notes is being redeemed 

pursuant to Section 4.03 hereof, (a) the average of five (5) Reference Treasury Dealer Quotations for 

such Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, 

or (b) if the Independent Investment Banker obtains fewer than five (5) such Reference Treasury 

Dealer Quotations, the average of all quotations obtained.

 “Corporate Trust Office” means the office of the Trustee, at which at any particular time its 

corporate trust business shall be principally administered, which office, at the Initial Issuance Date, 

was, and on the date hereof is, located at 550 Kearny Street, Suite 600, San Francisco, California, 

94108, Attention: Corporate Trust Administration, fax number (415) 399-1647.

 “corporation” means a corporation, partnership, limited liability company, association, 

company, joint stock company or business trust, and references to “corporate” and other derivations of 

“corporation” herein shall be deemed to include appropriate derivations of such entities.

 “CPI Index” means the United States Department of Labor, Bureau of Labor Statistics 

Consumer Price Index for All Urban Consumers, U.S. City Average, “All Items” (1982-84 = 100), or 

any successor index thereof as such successor index may be appropriately adjusted to establish 

 

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substantial equivalence with the Consumer Price Index; provided that if the Consumer Price Index 

ceases to be published and there is no successor thereto, such other index as the Company and the 

Trustee shall agree upon in writing shall be substituted for the Consumer Price Index.

 “Dealer”, with respect to the Fixed Rate Senior Notes, means a primary U.S. Government 

Securities dealer in the United States.

 “Debt” means any debt of the Company for money borrowed and guarantees by the Company 

of debt for money borrowed but in each case excluding liabilities in respect of Capital Lease 

Obligations or Swap Agreements.

 “Default” means any event that with the passage of time or the giving of notice or both would 

be an Event of Default.

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

 “Depositary” means, with respect to the Bonds of any series, or Tranche thereof, issuable or 

issued in whole or in part in the form of one or more Global Bonds, the Person designated as 

Depositary by the Company pursuant to Sections 3.01(q) and 3.13 until a successor Depositary shall 

have become such pursuant to the applicable provisions of this Indenture, and, thereafter, “Depositary” 

shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more 

than one such Person, “Depositary” as used with respect to Bonds of any such series or Tranche shall 

mean the Depositary with respect to the Bonds of that series or Tranche.

 “Diablo Canyon Lease” means that certain lease dated September 17, 1966, between Eureka 

Energy Company, as lessor, and the Company, as lessee, which lease was originally entered into 

between Luigi Marre Land and Cattle Company, a California corporation, as lessor, and San Luis 

Obispo Bay Properties, Inc., a California corporation, as lessee, a memorandum of which Lease was 

recorded September 21, 1966 in Volume 1410, Page 556, Official Records, San Luis Obispo County, 

California, and any supplements, assignments and modifications thereto.

 “Discount Bond” means any Bond 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 9.02. “Interest” with respect to a Discount Bond means interest, if any, borne by 

such Bond at a Stated Interest Rate.

 “Dollar” or “$” means a dollar or other equivalent unit in such coin or currency of the United 

States as at the time shall be legal tender for the payment of public and private debts.

 “DTC” means The Depository Trust Company, New York, New York.

 “Eligible Obligations” means:

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

 (b) with respect to Bonds denominated in a currency other than Dollars or in a 

composite currency, such other obligations or instruments as shall be specified with respect to such 

Bonds as contemplated by Section 3.01.

 “Event of Default” has the meaning specified in Section 9.01.

 

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 “Excepted Property” means any right, title or interest of the Company or any Significant 

Subsidiary in, to or under any of the following property, whether owned at March 11, 2004 or 

thereafter acquired:

 (a) all money, investment property and deposit accounts (as such terms are defined in the 

California Commercial Code as in effect on March 11, 2004), and all cash on hand or on deposit in 

banks or other financial institutions, shares of stock, interests in general or limited partnerships or 

limited liability companies, bonds, notes, other evidences of indebtedness and other securities, of 

whatever kind and nature;

 (b) all accounts, chattel paper, commercial tort claims, documents, general intangibles, 

instruments, letter-of-credit rights and letters of credit (as such terms are defined in the California 

Commercial Code as in effect on March 11, 2004), other than licenses and permits to use the real 

property of others, franchises to use public roads, streets and other public properties, rights of way and 

other rights or interests relating to the occupancy or use of real property; and all contracts, leases 

(except the Diablo Canyon Lease), operating agreements and other agreements of whatever kind and 

nature; all contract rights, bills and notes (except to the extent that any of the same constitute 

investment property, in which case they are separately covered under clause (a) above); all revenues, 

income and earnings, all accounts receivable, rights to payment and unbilled revenues, all rents, tolls, 

issues, products and profits, claims, credits, demands and judgments, including any rights in or to rates, 

revenue components, charges, tariffs or amounts arising therefrom, or in any amounts that are accrued 

and recorded in a regulatory account for collections by the Company or any Significant Subsidiary; all 

governmental and other licenses, permits, franchises, consents and allowances, including all emission 

allowances (or similar rights) created under any similar existing or future law relating to abatement or 

control of pollution of the atmosphere, water or soil, other than licenses and permits to use the real 

property of others, franchises to use public roads, streets and other public properties, rights of way and 

other rights or interests relating to the occupancy or use of real property; and all patents, patent licenses 

and other patent rights, patent applications, trade names, trademarks, copyrights and other intellectual 

property, including computer software and software licenses; and all claims, credits, choses in action 

and other intangible property;

 (c) all automobiles, buses, trucks, truck cranes, tractors, trailers, motor vehicles and 

similar vehicles and movable equipment; all rolling stock, rail cars and other railroad equipment; all 

vessels, boats, barges and other marine equipment; all airplanes, helicopters, aircraft engines and other 

flight equipment; and all parts, accessories and supplies used in connection with any of the foregoing;

 (d) all goods, stock in trade, wares, merchandise and inventory held for the purpose of 

sale or lease in the ordinary course of business; all materials, supplies, inventory and other items of 

personal property which are consumable (otherwise than by ordinary wear and tear) in their use in the 

operation of the Principal Property; all fuel, whether or not any such fuel is in a form consumable in 

the operation of the Principal Property, including separate components of any fuel in the forms in 

which such components exist at any time before, during or after the period of the use thereof as fuel; 

all hand and other portable tools and equipment; and all furniture and furnishings;

 (e) all personal property the perfection of a security interest in which is not governed by 

the California Commercial Code;

 (f) all oil, gas and other minerals (as such terms are defined in the California Commercial 

Code as in effect on March 11, 2004); and all coal, ore, gas, oil and other minerals and all timber, and 

all rights and interests in any of the foregoing, whether or not such minerals or timber shall have been 

 

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mined or extracted or otherwise separated from the land; and all electric energy and capacity, gas 

(natural or artificial), steam, water and other products generated, produced, manufactured, purchased or 

otherwise acquired by the Company or any Significant Subsidiary;

 (g) all property which is the subject of a lease agreement, other than a lease agreement 

that results from a sale and leaseback transaction, designating the Company or any Significant 

Subsidiary as lessee and all right, title and interest of the Company or any Significant Subsidiary in and 

to such property and in, to and under such lease agreement, whether or not such lease agreement is 

intended as security; provided, however, that the Company’s right, title and interest in and to the 

property which is the subject of the Diablo Canyon Lease, and in to and under the Diablo Canyon 

Lease shall not be Excepted Property;

 (h) all property, real, personal and mixed that is stated in Sections 12.03 and 12.05 to not 

be Principal Property;

 (i) all proceeds (as such term is defined in the California Commercial Code as in effect on 

March 11, 2004) of the foregoing.

 “Exchange Act” means the Securities Exchange Act of 1934, as amended.

 “Fair Value”, with respect to property, means the fair value of such property as may be 

determined by reference to (a) the amount which would be likely to be obtained in an arm’s-length 

transaction with respect to such property between an informed and willing buyer and an informed and 

willing seller, under no compulsion, respectively, to buy or sell, (b) the amount of investment with 

respect to such property which, together with a reasonable return thereon, would be likely to be 

recovered through ordinary business operations or otherwise, (c) cost or replacement or reproduction 

cost, in each case less depreciation with respect to such property and/or (d) any other relevant factors; 

provided, however, that the Fair Value of property shall be determined without deduction for any 

senior liens on such property. Fair Value of any property may be determined, without physical 

inspection, by the use of accounting and engineering records and other data maintained by the 

Company (including on the basis of the cost of such property).

 “First Supplemental Mortgage” has the meaning set forth in the first recital hereof.

 “Fixed Rate Senior Notes” means, collectively, the 3.60% Senior Notes, the 4.20% Senior 

Notes, the 4.80% Senior Notes and the 6.05% Senior Notes.

 “Floating Rate Senior Notes” has the meaning set forth in Section 4.02(e).

 “Global Bond” means a Bond representing all or part of a series of Bonds, or Tranche thereof, 

issued to the Depositary for such series or Tranche in accordance with Section 3.13, and bearing the 

legend prescribed in Section 3.13.

 “Governmental Authority” means the government of the United States or of any state or 

territory thereof or of the District of Columbia or of any county, municipality or other political 

subdivision of any thereof, or any department, agency, authority or other instrumentality of any of the 

foregoing.

 “Government Obligations” means securities which are (a) (i) direct obligations of the United 

States where the payment or payments thereunder are supported by the full faith and credit of the 

United States or (ii) obligations of a Person controlled or supervised by and acting as an agency or 

 

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instrumentality of the United States where the timely payment or payments thereunder are 

unconditionally guaranteed as a full faith and credit obligation by the United States or (b) depository 

receipts issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as 

custodian with respect to any such Government Obligation or a specific payment of interest on or 

principal of or other amount with respect to any such Government Obligation held by such custodian 

for the account of the holder of a depository receipt; 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 

depository receipt from any amount received by the custodian in respect of the Government Obligation 

or the specific payment of interest on or principal of or other amount with respect to the Government 

Obligation evidenced by such depository receipt.

 “Holder” means a Person in whose name a Bond is registered in the Bond 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 

Indenture and any such supplemental indenture, respectively. The term “Indenture” shall also include 

the provisions or terms of particular series of Bonds established in any Officer’s Certificate, Board 

Resolution or Company Order delivered pursuant to Sections 2.01, 3.01 and 13.07.

 “Independent”, when applied to any Accountant or other specified Person, means such a 

Person who (a) does not have any direct or indirect material financial interest in the Company or in any 

other obligor upon the Bonds or in any Affiliate of the Company or of such other obligor, (b) is not 

connected with the Company, an Affiliate of the Company or such other obligor as an officer, 

employee, promoter, underwriter, trustee, partner, director or any person performing similar functions 

and (c) is appointed or selected by the Company and approved by the Trustee in the exercise of 

reasonable care.

 “Independent Investment Banker”, with respect to the Fixed Rate Senior Notes, means a 

Dealer appointed by the Company.

 “Initial Issuance Date” means March 23, 2004, the date on which the Bonds of the Initial 

Series were originally issued under the Prior Indenture.

 “Interest Payment Date”, when used with respect to any Bond, means the Stated Maturity of 

an installment of interest on such Bond.

 “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended, or any 

successor federal statute.

 “Investment Securities” means any of the following obligations or investment property on 

which neither the Company, any other obligor on the Bonds nor any Affiliate of either is the obligor: 

(a) Government Obligations; (b) interest bearing deposit accounts (which may be represented by 

certificates of deposit) in any national or state bank (which may include the Trustee or any Paying 

Agent) or savings association which has outstanding securities rated by a nationally recognized rating 

organization in either of the two (2) highest rating categories (without regard to modifiers) for shortterm securities or in any of the three (3) highest rating categories (without regard to modifiers) for 

long-term securities; (c) bankers’ acceptances drawn on and accepted by any commercial bank (which 

may include the Trustee or any Paying Agent) which has outstanding securities rated by a nationally 

recognized rating organization in either of the two (2) highest rating categories (without regard to 

 

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modifiers) for short-term securities or in any of the three (3) highest rating categories (without regard 

to modifiers) for long-term securities; (d) direct obligations of, or obligations the principal of and 

interest on which are unconditionally guaranteed by, any state or territory of the United States or the 

District of Columbia, or any political subdivision of any of the foregoing, which are rated by a 

nationally recognized rating organization in either of the two (2) highest rating categories (without 

regard to modifiers) for short-term securities or in any of the three (3) highest rating categories 

(without regard to modifiers) for long-term securities; (e) bonds or other obligations of any agency or 

instrumentality of the United States; (f) corporate debt securities which are rated by a nationally 

recognized rating organization in either of the two (2) highest rating categories (without regard to 

modifiers) for short-term securities or in any of the three (3) highest rating categories (without regard 

to modifiers) for long-term securities; (g) repurchase agreements with respect to any of the foregoing 

obligations or securities with any banking or financial institution (which may include the Trustee or 

any Paying Agent) which has outstanding securities rated by a nationally recognized rating 

organization in either of the two (2) highest rating categories (without regard to modifiers) for shortterm securities or in any of the three (3) highest rating categories (without regard to modifiers) for 

long-term securities; (h) securities issued by any regulated investment company (including any 

investment company for which the Trustee or any Paying Agent is the advisor), as defined in Section 

851 of the Internal Revenue Code or any such successor section of the Internal Revenue Code, 

provided that the portfolio of such investment company is limited to obligations or securities of the 

character and investment quality contemplated in clauses (a) through (f) above and repurchase 

agreements which are fully collateralized by any of such obligations or securities; and (i) any other 

obligations or securities which may lawfully be purchased by the Trustee in its capacity as such.

 “Lien” means any mortgage, deed of trust, pledge, security interest, encumbrance, easement, 

lease, reservation, restriction, servitude, charge or similar right and any other lien of any kind, 

including, without limitation, any conditional sale or other title retention agreement, any lease in the 

nature thereof, and any defect, irregularity, exception or limitation in record title or, when the context 

so requires, any lien, claim or interest arising from any of the foregoing.

 “Maturity”, when used with respect to any Bond, means the date on which the principal of 

such Bond or an installment of principal or any sinking fund payment becomes due and payable as 

provided in such Bond or in this Indenture, whether at the Stated Maturity, by declaration of 

acceleration, upon call for redemption or otherwise.

 “MBIA” means MBIA Insurance Corporation.

 “MBIA Reimbursement and Indemnity Agreement” means the Amended and Restated 

Reimbursement and Indemnity Agreement, dated as of March 5, 2004, between the Company and 

MBIA, as the same may be amended, supplemented, restated or otherwise modified from time to time.

 “Net Tangible Assets” means the total amount of the Company’s assets determined on a

consolidated basis in accordance with generally accepted accounting principles as of a date determined 

pursuant to Section 7.07(b), less (a) the sum of the Company’s consolidated current liabilities 

determined in accordance with generally accepted accounting principles, and (b) the amount of the 

Company’s consolidated assets classified as intangible assets, determined in accordance with generally 

accepted accounting principles, including, but not limited to, such items as goodwill, trademarks, trade 

names, patents, and unamortized debt discount and expense and regulatory assets carried as an asset on 

the Company’s consolidated balance sheet.

 “Notice of Default” has the meaning specified in Section 9.01(c).

 

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

Trustee.

 “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the

Company or other counsel acceptable to the Trustee and who may be an employee, an Affiliate or an 

employee of an Affiliate of the Company.

 “Outstanding”, when used with respect to Bonds, means, as of the date of determination, all 

Bonds theretofore authenticated and delivered under this Indenture, except:

 (a) Bonds theretofore canceled or delivered to the Bond Registrar or the Trustee for 

cancellation;

 (b) Bonds deemed to have been paid for all purposes of this Indenture in 

accordance with Section 8.01 (whether or not the Company’s indebtedness in respect thereof shall be 

satisfied and discharged for any other purpose); and

 (c) Bonds, the principal of, premium, if any, and interest, if any, on which have 

been fully paid pursuant to the third paragraph of Section 3.06 or in exchange for or in lieu of which 

other Bonds have been authenticated and delivered pursuant to this Indenture, other than any such 

Bonds in respect of which there shall have been presented to the Trustee proof satisfactory to it and the 

Company that such Bonds are held by a protected purchaser;

provided, however, that in determining whether or not the Holders of the requisite principal amount of 

the Bonds Outstanding under this Indenture, or the Outstanding Bonds of any series or Tranche, have 

given any request, demand, authorization, direction, notice, consent or waiver hereunder or whether or 

not a quorum is present at a meeting of Holders of Bonds,

 (x) Bonds owned by the Company or any other obligor upon the Bonds or any 

Affiliate of the Company or of such other obligor (unless the Company, such obligor and/or such 

Affiliate owns all Bonds Outstanding under this Indenture, or all Outstanding Bonds of each such 

series and each such Tranche, as the case may be, determined without regard to this clause (x)) shall be 

disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be 

protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver 

or upon any such determination as to the presence of a quorum, only Bonds which the Trustee actually 

knows to be so owned shall be so disregarded; provided, however, that Bonds so owned which have 

been pledged in good faith may be regarded as Outstanding if it is established to the reasonable 

satisfaction of the Trustee that the pledgee, and not the Company, any such other obligor or Affiliate of 

either thereof, has the right so to act with respect to such Bonds and that the pledgee is not the 

Company or any other obligor upon the Bonds or any Affiliate of the Company or of such other 

obligor; and provided, further, that in no event shall any Bond which shall have been delivered to 

evidence, enhance or secure, in whole or in part, the Company’s obligations in respect of other 

indebtedness be deemed to be owned by the Company if the principal of such Bond is payable, 

whether at Stated Maturity or upon mandatory redemption, at the same time as the principal of such 

other indebtedness is payable, whether at Stated Maturity or upon mandatory redemption or 

acceleration, but only to the extent of such portion of the principal amount of such Bond as does not 

exceed the principal amount of such other indebtedness; and

 (y) the principal amount of a Discount Bond that shall be deemed to be 

Outstanding for such purposes shall be the amount of the principal thereof that would be due and 

 

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payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof 

pursuant to Section 9.02; and

provided, further, that, in the case of any Bond the principal of which is payable from time to time 

without presentment or surrender, the principal amount of such Bond that shall be deemed to be 

Outstanding at any time for all purposes of this Indenture shall be the original principal amount thereof 

less the aggregate amount of principal thereof theretofore paid, unless otherwise specified pursuant to 

Section 3.01.

 “Paying Agent” means any Person, including the Company, authorized by the Company to pay 

the principal of and premium, if any, or interest, if any, on any Bonds on behalf of the Company.

 “Periodic Offering” means an offering of Bonds of a series from time to time any or all of the 

specific terms of which Bonds, including, without limitation, the rate or rates of interest, if any, 

thereon, the Stated Maturity or Maturities thereof and the redemption provisions, if any, with respect 

thereto, are to be determined by the Company or its agents from time to time subsequent to the initial 

request for the authentication and delivery of such Bonds by the Trustee, all as contemplated in Section 

3.01 and Section 5.01(b).

 “Person” means any individual, corporation, limited liability partnership, joint venture, trust or 

unincorporated organization, or any other entity, whether or not a legal entity, or any Governmental 

Authority.

 “Place of Payment”, when used with respect to Bonds of any series, or any Tranche thereof, 

means the place or places, specified as contemplated by Section 3.01, at which the principal of and 

premium, if any, and interest, if any, on the Bonds of such series or Tranche are payable, subject, in 

either case, to Section 7.02.

 “Predecessor Bond” of any particular Bond means every previous Bond evidencing all or a 

portion of the same debt as that evidenced by such particular Bond; and, for the purposes of this 

definition, any Bond authenticated and delivered under Section 3.06 in exchange for or in lieu of a 

mutilated, destroyed, lost or stolen Bond shall be deemed (to the extent lawful) to evidence the same 

debt as the mutilated, destroyed, lost or stolen Bond.

 “Principal Property” means any property of the Company or any Significant Subsidiary, as 

applicable, other than Excepted Property.

 “Prior Indenture” has the meaning set forth in the first recital hereof.

 “Redemption Date”, when used with respect to any Bond to be redeemed, means the date fixed 

for such redemption by or pursuant to this Indenture.

 “Redemption Price”, when used with respect to any Bond to be redeemed, means the price at 

which it is to be redeemed pursuant to this Indenture which price shall include principal of and 

premium, if any, payable on such Bond but shall not include any accrued interest payable with respect 

to such Bond.

 “Reference Treasury Dealer”, with respect to the Fixed Rate Senior Notes, means Lehman 

Brothers Inc., UBS Securities LLC, the Independent Investment Banker and Dealers acceptable to the 

Independent Investment Banker and their respective successors; provided, however, that if any of the 

foregoing shall cease to be a Dealer, the Company will select a substitute Dealer. However, if the 

 

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Company does not select a substitute Dealer within a reasonable period of time, then the substitute 

Dealer will be selected by the Trustee after consultation with the Company.

 “Reference Treasury Dealer Quotations”, with respect to the Fixed Rate Senior Notes and 

with respect to each Reference Treasury Dealer and any Redemption Date related to Fixed Rate Senior 

Notes, means the average, as determined by the Independent Investment Banker, of the bid and asked 

prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal 

amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York City time, on 

the third Business Day preceding such Redemption Date.

 “Regular Record Date” for the interest payable on any Interest Payment Date on the Bonds of 

any series means the date specified for that purpose as contemplated by Section 3.01.

 “Release Date” means April 22, 2005, being the date on which the lien of the Prior Indenture 

was discharged, cancelled, terminated and satisfied and the Mortgaged Property (as defined in the Prior 

Indenture) was released to the Company free and clear of any Lien, pursuant to Section 8.12 of the 

Prior Indenture.

 “Remaining Life”, as of any date of calculation, with respect to the Fixed Rate Senior Notes, 

means the remaining term of the applicable series of Fixed Rate Senior Notes.

 “Remaining Scheduled Payments” means, with respect to each Fixed Rate Senior Note that 

the Company is redeeming pursuant to Section 4.03, the remaining scheduled payments of principal 

and interest that would be due after the applicable Redemption Date if such Fixed Rate Senior Note 

were not redeemed. However, if the Redemption Date is not a scheduled Interest Payment Date with 

respect to that Fixed Rate Senior Note, the amount of the next succeeding scheduled interest payment 

on that Fixed Rate Senior Note will be reduced by the amount of interest accrued on such Fixed Rate 

Senior Note to the Redemption Date.

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

 “Responsible Officer”, when used with respect to the Trustee, means any officer of the Trustee 

with direct responsibility for the administration of this Indenture and also means, with respect to a 

particular corporate trust matter, any other officer of the Trustee to whom such matter is referred 

because of such officer’s knowledge of and familiarity with the particular subject.

 “Second Supplemental Mortgage” has the meaning set forth in the first recital hereof.

 “Significant Subsidiary” shall have the meaning specified in Rule 1-02(w) of Regulation S-X 

under the Securities Act of 1933, as amended; provided that, Significant Subsidiary shall not include 

any Person, substantially all the assets of which are Excepted Property.

 “Special Record Date” for the payment of any Defaulted Interest on the Bonds of any series 

means a date fixed by the Trustee pursuant to Section 3.07.

 “Stated Interest Rate” means a rate (whether fixed or variable) at which an obligation by its 

terms is stated to bear simple interest. Any calculation or other determination to be made under this 

Indenture by reference to the Stated Interest Rate on an obligation shall be made (a) if the Company’s 

obligations in respect of any other indebtedness shall be evidenced, enhanced or secured in whole or in 

part by such obligation, by reference to the lower of the Stated Interest Rate on such obligation and the 

 

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Stated Interest Rate on such other indebtedness and (b) without regard to the effective interest cost to 

the Company of such obligation or of any such other indebtedness.

 “Stated Maturity”, when used with respect to any obligation (including any Bond of any 

series) or any installment of principal thereof or interest thereon, means the date on which the principal 

of such obligation or such installment of principal or interest is stated to be due and payable (without 

regard to any provisions for redemption, prepayment, acceleration, purchase or extension).

 “Subsidiary” means (i) any corporation at least a majority of the outstanding voting stock or 

interest of which is owned, directly or indirectly, by the Company or by one or more Subsidiaries, or 

by the Company and one or more Subsidiaries or (ii) any other Person (other than a corporation) of 

which the Company and/or one or more Subsidiaries has at least a majority ownership and power to 

direct the policies, management and affairs. For the purposes of this definition, “voting stock” means 

stock having 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.

 “Successor Corporation” has the meaning specified in Section 12.01.

 “supplemental indenture” or “indenture supplemental hereto” means an instrument 

supplementing or amending this Indenture executed and delivered pursuant to Article XIII.

 “Swap Agreement” means any agreement with respect to any swap, forward, future or 

derivative transaction or option or similar agreement involving, or settled by reference to, one or more 

rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or 

pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or 

any combination of these transactions.

 “Tranche” means a group of Bonds which (a) are of the same series and (b) have identical 

terms except as to principal amount and/or date of issuance.

 “Trust Indenture Act” means, as of any time, the Trust Indenture Act of 1939 or any successor 

statute, as in effect at such time.

 “Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture 

until a successor trustee shall have become such pursuant to the applicable provisions of this Indenture, 

and thereafter “Trustee” shall mean the Person which shall have become a successor trustee pursuant to 

the applicable provisions of this Indenture, and, if at any time there is more than one Person acting as 

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

 “United States” means the United States of America, its territories, its possessions and other 

areas subject to its political jurisdiction.

 “U.S. Government Securities”, for purposes of the Floating Rate Senior Notes, means 

securities which are (a) direct obligations of the United States of America for the payment on which its 

full faith and credit is pledged or (b) obligations 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 of the United States of America, and which in the case 

of (a) and (b) are not callable or redeemable at the option of the issuer thereof, and shall also include a 

depository receipt issued by a bank or trust company as custodian with respect to any such U.S. 

Government Security or a specific payment of interest on or principal of any such U.S. Government 

Security held by such custodian for the account of the holder of a depository receipt, provided that 

 

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(except as required by law) such custodian is not authorized to make any deduction from the amount 

payable to the holder of such depository receipt from any amount received by the custodian in respect 

of the U.S. Government Security evidenced by such depository receipt.

SECTION 1.02 Compliance Certificates and Opinions.

 Except as otherwise expressly provided in this Indenture, upon any application or request by the 

Company to the Trustee to take any action under any provision of this Indenture, the Company shall 

furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for 

in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel 

stating that in the opinion of such counsel all such conditions precedent, if any, have been complied 

with, it being understood that in the case of any such application or request as to which the furnishing 

of such documents is specifically required by any provision of this Indenture relating to such particular 

application or request, no additional certificate or opinion need be furnished.

 Every certificate or opinion with respect to compliance with a condition or covenant provided 

for in this Indenture (other than the certificates provided pursuant to Section 7.06) shall include:

 (a) a statement that each Person signing such certificate or opinion has read such covenant or 

condition and the definitions herein relating thereto;

 (b) a brief statement as to the nature and scope of the examination or investigation upon which 

the statements or opinions contained in such certificate or opinion are based;

 (c) a statement that, in the opinion of each such Person, such Person has made such 

examination or investigation as is necessary to enable such Person to express an informed opinion as to 

whether or not such covenant or condition has been complied with; and

 (d) a statement as to whether, in the opinion of each such Person, such condition or covenant 

has been complied with.

SECTION 1.03. Content and Form of Documents Delivered to Trustee.

 Any Officer’s Certificate may be based (without further examination or investigation), insofar as 

it relates to or is dependent upon legal matters, upon an opinion of, or representations by, counsel, and, 

insofar as it relates to or is dependent upon matters which are subject to verification by Accountants, 

upon a certificate or opinion of, or representations by, an Accountant, unless, in any case, such officer 

has actual knowledge that the certificate or opinion or representations with respect to the matters upon 

which such Officer’s Certificate may be based as aforesaid are erroneous.

 Any certificate of an Accountant may be based (without further examination or investigation), 

insofar as it relates to or is dependent upon legal matters, upon an opinion of, or representations by, 

counsel, and insofar as it relates to or is dependent upon factual matters, information with respect to 

which is in the possession of the Company and which are not subject to verification by Accountants, 

upon a certificate of, or representations by, an officer or officers of the Company, unless such 

Accountant has actual knowledge that the certificate or opinion or representations with respect to the 

matters upon which his certificate or opinion may be based as aforesaid are erroneous.

 Any Opinion of Counsel may be based (without further examination or investigation), insofar as 

it relates to or is dependent upon factual matters, information with respect to which is in the possession 

of the Company, upon a certificate of, or representations by, an officer or officers of the Company, 

 

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and, insofar as it relates to or is dependent upon matters which are subject to verification by 

Accountants upon a certificate or opinion of, or representations by, an Accountant, unless such counsel 

has actual knowledge that the certificate or opinion or representations with respect to the matters upon 

which his opinion may be based as aforesaid are erroneous. In addition, any Opinion of Counsel may 

be based (without further examination or investigation), insofar as it relates to or is dependent upon 

matters covered in an Opinion of Counsel rendered by other counsel, upon such other Opinion of 

Counsel, unless such counsel has actual knowledge that the Opinion of Counsel rendered by such other 

counsel with respect to the matters upon which his Opinion of Counsel may be based as aforesaid are 

erroneous. If, in order to render any Opinion of Counsel provided for herein, the signer thereof shall 

deem it necessary that additional facts or matters be stated in any Officer’s Certificate or certificate of 

an Accountant provided for herein, then such certificate may state all such additional facts or matters 

as the signer of such Opinion of Counsel may request.

 In any case where several matters are required to be certified by, or covered by an opinion of, 

any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion 

of, only one such Person, or that they be so certified or covered by only one document, but one such 

Person may certify or give an opinion with respect to some matters and one or more other such Persons 

as to other matters, and any such Person may certify or give an opinion as to such matters in one or 

several documents. Where any Person is required to make, give or execute two or more applications, 

requests, consents, certificates, statements, opinions or other instruments under this Indenture, they 

may, but need not, be consolidated and form one instrument.

 Whenever, subsequent to the receipt by the Trustee of any Board Resolution, Officer’s 

Certificate, Opinion of Counsel or other document or instrument, a clerical, typographical or other 

inadvertent or unintentional error or omission shall be discovered therein, a new document or 

instrument may be substituted therefor in corrected form with the same force and effect as if originally 

filed in the corrected form and, irrespective of the date or dates of the actual execution and/or delivery 

thereof, such substitute document or instrument shall be deemed to have been executed and/or 

delivered as of the date or dates required with respect to the document or instrument for which it is 

substituted. Anything in this Indenture to the contrary notwithstanding, if any such corrective 

document or instrument indicates that action has been taken by or at the request of the Company which 

could not have been taken had the original document or instrument not contained such error or 

omission, the action so taken shall not be invalidated or otherwise rendered ineffective but shall be and 

remain in full force and effect, except to the extent that such action was a result of willful misconduct 

or bad faith. Without limiting the generality of the foregoing, any Bonds issued under the authority of 

such defective document or instrument shall nevertheless be the valid obligations of the Company 

entitled to the benefit of this Indenture equally and ratably with all other Outstanding Bonds, except as 

aforesaid.

SECTION 1.04. Acts of Holders.

 (a) Any request, demand, authorization, direction, notice, consent, election, waiver or other 

action provided by this Indenture to be made, given or taken by Holders may be embodied in and 

evidenced by one or more instruments of substantially similar tenor signed by such Holders in person 

or by an agent duly appointed in writing or, alternatively, may be embodied in and evidenced by the 

record of Holders voting in favor thereof, either in person or by proxies duly appointed in writing, at 

any meeting of Holders duly called and held in accordance with the provisions of Article XIV, or a 

combination of such instruments and any such record. Except as herein otherwise expressly provided, 

such action shall become effective when such instrument or instruments or record or both are delivered 

to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or 

 

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instruments and any such record (and the action embodied therein and evidenced thereby) are herein 

sometimes referred to as the “Act” of the Holders signing such instrument or instruments and so voting 

at any such meeting. Proof of execution of any such instrument or of a writing appointing any such 

agent, or of the holding by any Person of a Bond, shall be sufficient for any purpose of this Indenture 

and (subject to Section 10.01) conclusive in favor of the Trustee and the Company, if made in the 

manner provided in this Section. The record of any meeting of Holders shall be proved in the manner 

provided in Section 14.06.

 (b) The fact and date of the execution by any Person of any such instrument or writing may be 

proved by the affidavit of a witness of such execution or by a certificate of a notary public or other 

officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such 

instrument or writing acknowledged to him the execution thereof or may be proved in any other 

manner which the Trustee and the Company deem sufficient. Where such execution is by a signer 

acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute 

sufficient proof of his authority.

 (c) The ownership, principal amount (except as otherwise contemplated in clause (y) of the 

first proviso to the definition of Outstanding) and serial numbers of Bonds held by any Person, and the 

date of holding the same, shall be proved by the Bond Register.

 (d) Any request, demand, authorization, direction, notice, consent, election, waiver or other 

Act of a Holder shall bind every future Holder of the same Bond and the Holder of every Bond 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 Bond.

 (e) Until such time as written instruments shall have been delivered to the Trustee with respect 

to the requisite percentage of principal amount of Bonds for the action contemplated by such 

instruments, any such instrument executed and delivered by or on behalf of a Holder may be revoked 

with respect to any or all of such Bonds by written notice by such Holder or any subsequent Holder, 

proven in the manner in which such instrument was proven.

 (f) Bonds of any series, or any Tranche thereof, authenticated and delivered after any Act of 

Holders may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to 

any action taken by such Act of Holders. If the Company shall so determine, new Bonds of any series, 

or any Tranche thereof, so modified as to conform, in the opinion of the Trustee and the Company, to 

such action may be prepared and executed by the Company and authenticated and delivered by the 

Trustee in exchange for Outstanding Bonds of such series or Tranche.

 (g) The Company may, at its option, by Company Order, fix in advance a record date for the 

determination of Holders entitled to give any request, demand, authorization, direction, notice, consent, 

waiver or other Act solicited by the Company, but the Company shall have no obligation to do so. In 

addition, the Trustee may, at its option, fix in advance a record date for the determination of Holders 

entitled to join in the giving or making of any Notice of Default, any declaration of acceleration 

referred to in Section 9.02, any request to institute proceedings referred to in Section 9.07 or any 

direction referred to in Section 9.12. If any such record date is fixed, such request, demand, 

authorization, direction, notice, consent, waiver or other Act, or such notice, declaration, request or 

direction, may be given before or after such record date, but only the Holders of record at the close of 

business on the record date shall be deemed to be Holders for the purposes of determining (i) whether 

Holders of the requisite proportion of the Outstanding Bonds have authorized or agreed or consented to 

 

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such Act (and for that purpose the Outstanding Bonds shall be computed as of the record date) and/or

(ii) which Holders may revoke any such Act (notwithstanding subsection (e) of this Section); and any 

such Act, given as aforesaid, shall be effective whether or not the Holders which authorized or agreed 

or consented to such Act remain Holders after such record date and whether or not the Bonds held by 

such Holders remain Outstanding after such record date.

SECTION 1.05. Notices, Etc. to Trustee and Company.

Except as otherwise provided herein, any request, demand, authorization, direction, notice, consent, 

election, waiver or Act of Holders or other document provided or permitted by this Indenture to be 

made or served upon, given or furnished to, or filed with, the Trustee by any Holder or by the 

Company, or the Company by the Trustee or by any Holder, shall be sufficient for every purpose 

hereunder (unless otherwise expressly provided herein) if the same shall be in writing and delivered 

personally to the addressee (which delivery, with respect to the Trustee, shall be made to its Corporate 

Trust Office and addressed to the attention of the Corporate Trust Administration), or transmitted by 

facsimile transmission or other direct written electronic means to such telephone number or other 

electronic communications address as the parties hereto shall from time to time designate, or 

transmitted by registered or certified mail, return receipt requested, or overnight courier guaranteeing 

next day delivery, charges prepaid, to the applicable address set forth opposite such party’s name 

below or to such other address as either party hereto may from time to time designate:

 If to the Trustee, to:

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

 550 Kearny Street, Suite 600

 San Francisco, California 94108

 Attention: Corporate Trust Administration

 Fax: (415) 399-1647

 If to the Company, to:

 Pacific Gas and Electric Company

 77 Beale Street (street address)

 P.O. Box 770000

 San Francisco, California 94177

 Attention: Treasurer and Assistant Treasurer

 Fax: (415) 973-4343/267-7265

 Any communication contemplated herein shall be deemed to have been made, given, furnished 

and filed if personally delivered, on the date of delivery, if transmitted by facsimile transmission or 

other direct written electronic means, on the date of transmission, and if transmitted by registered or 

certified mail or reputable overnight courier, on the date of receipt.

SECTION 1.06. Notice to Holders of Bonds; Waiver.

 Except as otherwise expressly provided herein, where this Indenture provides for notice to 

Holders of any event, such notice shall be sufficiently given, and shall be deemed given, to Holders if 

in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at the address 

of such Holder as it appears in the Bond Register, not later than the latest date, and not earlier than the 

earliest date, prescribed for the giving of such notice.

 

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 In case by reason of the suspension of regular mail service or by reason of any other cause it 

shall be impracticable to give such notice to Holders by mail, then such notification as shall be made 

with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 

In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any 

defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with 

respect to other Holders.

 Any notice required by this Indenture may be waived in writing by the Person entitled to receive 

such notice, either before or after the event otherwise to be specified therein, and such waiver shall be 

the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such 

filing shall not be a condition precedent to the validity of any action taken in reliance upon such 

waiver.

SECTION 1.07. Conflict With Trust Indenture Act.

 If any provision of this Indenture limits, qualifies or conflicts with another provision hereof 

which is required or deemed to be included in this Indenture by any provision of the Trust Indenture 

Act, the provision required or deemed to be included by the Trust Indenture Act shall control; and if 

any provision hereof otherwise conflicts with the Trust Indenture Act, or limits, qualifies or conflicts 

with the duties imposed by Section 318(c) of the Trust Indenture Act, the Trust Indenture Act, 

including the duties imposed by Section 318(c) of the Trust Indenture Act, shall control.

SECTION 1.08. Effect of Headings and Table of Contents.

 The Article and Section headings in this Indenture and the Table of Contents are for convenience 

only and shall not affect the construction hereof.

SECTION 1.09. Successors and Assigns.

 All covenants and agreements in this Indenture by the Company and the Trustee shall bind their 

respective successors and assigns, whether so expressed or not.

SECTION 1.10. Separability Clause.

 In case any provision in this Indenture or the Bonds shall be held to be invalid, illegal or 

unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way 

be affected or impaired thereby.

SECTION 1.11. Benefits of Indenture.

 Nothing in this Indenture or the Bonds, express or implied, shall give to any Person, other than 

the parties hereto, their successors hereunder and the Holders, any benefit or any legal or equitable 

right, remedy or claim under this Indenture.

SECTION1.12. Governing Law.

 This Indenture and the Bonds shall be governed by, and construed and enforced in accordance 

with, the laws of the State of California without regard to the principles of conflicts of laws thereunder, 

except to the extent that the Trust Indenture Act shall be applicable.

SECTION 1.13. Legal Holidays.

 

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 In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Bond 

shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this 

Indenture or of the Bonds other than a provision in Bonds of any series, or any Tranche thereof, or in 

the indenture supplemental hereto, Board Resolution or Officer’s Certificate which establishes the 

terms of the Bonds of such series or Tranche, which specifically states that such provision shall apply 

in lieu of this Section) payment of interest or principal and premium, if any, need not be made at such 

Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of 

Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, 

or at the Stated Maturity, and, if such payment is made or duly provided for on such Business Day, no 

interest shall accrue on the amount so payable for the period from and after such Interest Payment 

Date, Redemption Date or Stated Maturity, as the case may be, to such Business Day.

SECTION 1.14. Investment of Cash Held by Trustee.

 Any cash held by the Trustee or any Paying Agent under any provision of this Indenture shall, 

except as otherwise provided in Article VIII, at the request of the Company evidenced by Company 

Order, be invested or reinvested in Investment Securities designated by the Company (such Company 

Order to contain a representation to the effect that the securities designated therein constitute 

Investment Securities), and any interest on such Investment Securities shall be promptly paid over to 

the Company as received. Such Investment Securities shall be held subject to the same provisions 

hereof as the cash used to purchase the same, but upon a like request of the Company shall be sold, in 

whole or in designated part, and the proceeds of such sale shall be held subject to the same provisions 

hereof as the cash used to purchase the Investment Securities so sold. If such sale shall produce a net 

sum less than the cost of the Investment Securities so sold, the Company shall pay to the Trustee or 

any such Paying Agent, as the case may be, such amount in cash as, together with the net proceeds 

from such sale, shall equal the cost of the Investment Securities so sold, and if such sale shall produce 

a net sum greater than the cost of the Investment Securities so sold, the Trustee or any such Paying 

Agent, as the case may be, shall promptly pay over to the Company an amount in cash equal to such 

excess. In no event shall the Trustee be liable for any loss incurred in connection with the sale of any 

Investment Security pursuant to this Section. In the absence of a Company Order directing the Trustee 

to invest cash held by the Trustee hereunder, the Company hereby directs the Trustee to invest such 

cash in Government Obligations having maturities of less than one year until the Trustee shall have 

received a Company Order directing the Trustee to invest such cash in another Investment Security. 

The Trustee shall not be accountable or liable for any losses resulting from the sale or depreciation in 

the market value of investments made pursuant to this Indenture and Company Orders.

ARTICLE II

BOND FORMS

SECTION 2.01. Forms Generally.

 The definitive Bonds of each series shall be in substantially the form or forms established in the 

indenture supplemental hereto establishing such series, or in a Board Resolution establishing such 

series, or in an Officer’s Certificate pursuant to such a supplemental indenture or Board Resolution, in 

any case with such appropriate insertions, omissions, substitutions and other variations as are required 

or permitted by this Indenture, and may have such letters, numbers or other marks of identification and 

such legends or endorsements placed thereon as may be required to comply with the rules of any 

securities exchange or as may, consistently herewith, be determined by the officers executing such 

Bonds, as evidenced by their execution of the Bonds. If the form or forms of Bonds of any series are 

 

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established in a Board Resolution or in an Officer’s Certificate pursuant to a supplemental indenture or 

a Board Resolution, such Board Resolution and Officer’s Certificate, if any, shall be delivered to the 

Trustee at or prior to the delivery of the Company Order contemplated by Section 5.01 for the 

authentication and delivery of such Bonds.

 The Bonds of each series shall be issuable in registered form without coupons. The definitive 

Bonds shall be produced in such manner as shall be determined by the officers executing such Bonds, 

as evidenced by their execution thereof.

SECTION 2.02 Form of Trustee’s Certificate of Authentication.

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

 This is one of the Bonds of the series designated therein referred to in the within-mentioned 

Indenture.

 [NAME OF TRUSTEE], as Trustee

 By: 

 Authorized Signatory

ARTICLE III

THE BONDS

SECTION 3.01 Amount Unlimited; Issuable in Series.

 The aggregate principal amount of Bonds which may be authenticated and delivered under this 

Indenture is unlimited.

 The Bonds may be issued in one or more series. Subject to the penultimate paragraph of this 

Section, prior to the authentication and delivery of Bonds of any series there shall be established by 

specification in a supplemental indenture or in a Board Resolution, or in an Officer’s Certificate 

pursuant to a supplemental indenture or a Board Resolution:

 (a) the title of the Bonds of such series (which shall distinguish the Bonds of such series from 

Bonds of all other series);

 (b) any limit upon the aggregate principal amount of the Bonds of such series which may be 

authenticated and delivered under this Indenture (except for Bonds authenticated and delivered upon 

registration of transfer of, or in exchange for, or in lieu of, other Bonds of such series pursuant to 

Section 3.04, 3.05, 3.06, 6.06 or 13.06 and except for any Bonds which, pursuant to Section 3.03, are 

deemed never to have been authenticated and delivered hereunder);

 (c) the Persons (without specific identification) to whom interest on Bonds of such series, or 

any Tranche thereof, shall be payable on any Interest Payment Date, if other than the Persons in whose 

names such Bonds (or one or more Predecessor Bonds) are registered at the close of business on the 

Regular Record Date for such interest;

 

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 (d) the date or dates on which the principal of the Bonds of such series, or any Tranche 

thereof, is payable or any formula or other method or other means by which such date or dates shall be 

determined, by reference to an index or other fact or event ascertainable outside of this Indenture or 

otherwise (without regard to any provisions for redemption, prepayment, acceleration, purchase or 

extension) and the right, if any, to extend the Maturity of the Bonds of such series, or any Tranche 

thereof, and the duration of any such extension;

 (e) the rate or rates (or method of determination thereof) at which any Bonds of such series, or 

any Tranche thereof, shall bear interest, if any (including the rate or rates at which overdue principal 

shall bear interest, if different from the rate or rates at which such Bonds shall bear interest prior to 

Maturity, and, if applicable, the rate or rates at which overdue premium or interest shall bear interest, if 

any), or any formula or other method or other means by which such rate or rates shall be determined, 

by reference to an index or other fact or event ascertainable outside of this Indenture or otherwise; the 

date or dates from which any such interest shall accrue (or method of determination thereof); the 

Interest Payment Dates on which any such interest shall be payable (or method of determination 

thereof) and the Regular Record Date, if any (which, in either case or both, if so provided in or 

pursuant to such Board Resolution or supplemental indenture, may be determined by the Company 

from time to time and set forth in the Bonds of such series, or any Tranche thereof, issued from time to 

time) for any such interest payable on any Interest Payment Date; the basis of computation of interest if 

other than as provided in Section 3.10; and the right, if any, to extend the interest payment periods and 

the duration of any such extension;

 (f) the place or places at which and/or the methods (if other than as provided elsewhere in this 

Indenture) by which (i) the principal of and premium, if any, and interest, if any, on Bonds of such 

series, or any Tranche thereof, shall be payable, (ii) registration of transfer of Bonds of such series, or 

any Tranche thereof, may be effected, (iii) exchanges of Bonds of such series, or any Tranche thereof, 

may be effected and (iv) notices and demands to or upon the Company in respect of the Bonds of such 

series, or any Tranche thereof, and this Indenture may be made, given, furnished, filed or served, if 

other than as provided in Section 1.05; the Bond Registrar and any Paying Agent or Agents for such 

series or Tranche; and, if such is the case, that the principal of such Bonds shall be payable without the 

presentment or surrender thereof;

 (g) if the time for the giving of redemption notices for such series of Bonds, or any Tranche 

thereof, shall be other than as provided in Section 6.04, such different time, and the period or periods 

within which or the date or dates on which, the price or prices at which and the terms and conditions 

upon which the Bonds of such series, or any Tranche thereof, may be redeemed, in whole or in part, at 

the option of the Company (including, without limitation, any provision for the payment of a “makewhole”, yield-maintenance or similar premium in connection with the redemption of Bonds of such 

series during a “no-call” or other period during which such Bonds are generally not subject to optional 

redemption by the Company) and any restrictions on such redemptions;

 (h) the obligation or obligations, if any, of the Company to redeem, purchase or repay the 

Bonds of such series, or any Tranche thereof, pursuant to any sinking fund or other mandatory 

redemption provisions or at the option of a Holder thereof and the period or periods within which or 

the date or dates on which, the price or prices at which and the terms and conditions upon which such 

Bonds shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation, and 

applicable exceptions to the requirements of Section 6.04 in the case of mandatory redemption or 

redemption or repayment at the option of the Holder;

 

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 (i) the denominations in which Bonds of such series, or any Tranche thereof, shall be issuable 

if other than denominations of One Thousand Dollars ($1,000) and any integral multiple thereof;

 (j) the currency or currencies, including composite currencies, in which payment of the 

principal of and premium, if any, and interest, if any, on the Bonds of such series, or any Tranche 

thereof, shall be payable (if other than in Dollars); it being understood that, for purposes of calculations 

under this Indenture, any amounts denominated in a currency other than Dollars or in a composite 

currency shall be converted to Dollar equivalents by calculating the amount of Dollars which could 

have been purchased by the amount of such other currency based on such quotations or methods of 

determination as shall be specified pursuant to this clause (j);

 (k) if the principal of or premium, if any, or interest, if any, on the Bonds of such series, or 

any Tranche thereof, are to be payable, at the election of the Company or a Holder thereof, in a coin or 

currency other than that in which the Bonds are stated to be payable, the coin or currency in which 

payment of any amount as to which such election is made will be payable, the period or periods within 

which, and the terms and conditions upon which, such election may be made; it being understood that, 

for purposes of calculations under this Indenture, any such election shall be required to be taken into 

account, in the manner contemplated in clause (j) of this paragraph, only after such election shall have 

been made;

 (l) if the principal of or premium, if any, or interest, if any, on the Bonds of such series, or any 

Tranche thereof, are to be payable, or are to be payable at the election of the Company or a Holder 

thereof, in securities or other property, the type and amount of such securities or other property, or the 

formula or other method or other means by which such amount shall be determined, and the period or 

periods within which, and the terms and conditions upon which, any such election may be made; it 

being understood that all calculations under this Indenture shall be made on the basis of the fair market 

value of such securities or the Fair Value of such other property, in either case determined as of the 

most recent practicable date, except that, in the case of any amount of principal or interest that may be 

so payable at the election of the Company or a Holder, if such election shall not yet have been made, 

such calculations shall be made on the basis of the amount of principal or interest, as the case may be, 

that would be payable if no such election were made;

 (m) if the amount payable in respect of principal of or premium, if any, or interest, if any, on 

the Bonds of such series, or any Tranche thereof, may be determined with reference to an index, 

formula or other fact or event ascertainable outside of this Indenture, the manner in which such 

amounts shall be determined (to the extent not established pursuant to clause (e) of this paragraph); it 

being understood that all calculations under this Indenture shall be made on the basis of the amount 

that would be payable as principal if such principal were due, or on the basis of the interest rates in 

effect, as the case may be, on the date next preceding the date of such calculation;

 (n) if other than the entire principal amount thereof, the portion of the principal amount of 

Bonds of such series, or any Tranche thereof, which shall be payable upon declaration of acceleration 

of the Maturity thereof pursuant to Section 9.02;

 (o) the terms, if any, pursuant to which the Bonds of such series, or any Tranche thereof, may 

be converted into or exchanged for shares of capital stock or other securities of the Company or any 

other Person;

 (p) the obligations or instruments, if any, which shall be considered to be Eligible Obligations 

in respect of the Bonds of such series, or any Tranche thereof, denominated in a currency other than 

 

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Dollars or in a composite currency, and any additional or alternative provisions for the reinstatement of 

the Company’s indebtedness in respect of such Bonds after the satisfaction and discharge thereof as 

provided in Section 8.01;

 (q) (i) whether the Bonds of such series, or any Tranche thereof, are to be issued as Global 

Bonds and if such Bonds are to be issued as Global Bonds, the Depositary for such Global Bonds, (ii) 

any limitations on the rights of the Holder or Holders of such Bonds to transfer or exchange the same 

or to obtain the registration of transfer thereof, if other than as provided in Section 3.05, (iii) any 

limitations on the rights of the Holder or Holders thereof to obtain certificates therefor in definitive 

form in lieu of temporary form, and (iv) any and all other matters incidental to such Bonds;

 (r) to the extent not established pursuant to clause (q) of this paragraph, any limitations on the 

rights of the Holders of the Bonds of such series, or any Tranche thereof, to transfer or exchange such 

Bonds or to obtain the registration of transfer thereof; and if a service charge will be made for the 

registration of transfer or exchange of Bonds of such series, or any Tranche thereof, the amount or 

terms thereof;

 (s) any exceptions to Section 1.13, or variation in the definition of Business Day, with respect 

to the Bonds of such series, or any Tranche thereof;

 (t) if the principal of Bonds of such series is payable from time to time without presentation or 

surrender, any method or manner of calculating the principal amount of Bonds of such series that is 

Outstanding at any time for purposes of this Indenture, if other than as specified in the last proviso of 

the definition of “Outstanding”; and

 (u) any other terms of the Bonds of such series, or any Tranche thereof.

 With respect to Bonds of a series subject to a Periodic Offering, the indenture supplemental 

hereto or the Board Resolution which establishes such series, or the Officer’s Certificate pursuant to 

such supplemental indenture or Board Resolution, as the case may be, may provide general terms or 

parameters for Bonds of such series and provide either that the specific terms of Bonds of such series, 

or any Tranche thereof, shall be specified in a Company Order or that such terms shall be determined 

by the Company or its agents in accordance with procedures specified in a Company Order as 

contemplated by Section 5.01(b).

 Anything herein to the contrary notwithstanding, the Trustee shall be under no obligation to 

authenticate and deliver Bonds of any series the terms of which, established as contemplated by this 

Section, would adversely affect the rights, duties, obligations, liabilities or immunities of the Trustee 

under this Indenture or otherwise.

SECTION 3.02. Denominations .

 Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Bonds, 

or any Tranche thereof, the Bonds of each series shall be issuable in denominations of One Thousand 

Dollars ($1,000) and any integral multiple thereof.

SECTION 3.03. Execution, Dating, Certificate of Authentication.

 Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Bonds, 

or any Tranche thereof, the Bonds shall be executed on behalf of the Company by any two of the 

following: the President, the Chief Executive Officer, any Vice President, the Chief Financial Officer, 

 

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the Treasurer or any Assistant Treasurer. The corporate seal of the Company may be affixed thereto or

reproduced thereon and attested by any Authorized Officer. The signature of any or all of these 

officers on the Bonds may be manual or facsimile.

 Bonds bearing the manual or facsimile signatures of individuals who were at the time of 

execution the President, the Chief Executive Officer, a Vice President, the Chief Financial Officer, the 

Treasurer or an Assistant Treasurer 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 Bonds or did not hold such offices at the date of such Bonds.

 Unless otherwise specified as contemplated by Section 3.01 with respect to any series of Bonds, 

or any Tranche thereof, each Bond shall be dated the date of its authentication.

 Unless otherwise specified as contemplated by Section 3.01 with respect to any series of Bonds, 

or any Tranche thereof, no Bond shall be entitled to any benefit under this Indenture or be valid or 

obligatory for any purpose unless there appears on such Bond a certificate of authentication 

substantially in the form provided for herein executed by the Trustee or an Authenticating Agent by 

manual signature of an authorized officer thereof, and such certificate upon any Bond shall be 

conclusive evidence, and the only evidence, that such Bond has been duly authenticated and delivered 

hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Bond 

shall have been authenticated and delivered hereunder to the Company, or any Person acting on its 

behalf, but shall never have been issued and sold (or pledged) by the Company, and (a) the Company 

shall deliver such Bond to the Bond Registrar for cancellation or shall cancel such Bond and deliver 

evidence of such cancellation to the Trustee, in each case as provided in Section 3.09, and (b) the 

Company, at its election, shall deliver to the Trustee a written statement (which need not comply with 

Section 1.02 and need not be accompanied by an Officer’s Certificate or an Opinion of Counsel) 

stating that such Bond has never been issued and sold (or pledged) by the Company, then, for all 

purposes of this Indenture, such Bond shall be deemed never to have been authenticated and delivered 

hereunder and shall never be entitled to the benefits hereof.

SECTION 3.04. Temporary Bonds.

 Pending the preparation of definitive Bonds of any series, or any Tranche thereof, the Company 

may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Bonds 

which are printed, lithographed, typewritten, mimeographed, photocopied or otherwise produced, in 

any authorized denomination, substantially of the tenor of the definitive Bonds in lieu of which they 

are issued, with such appropriate insertions, omissions, substitutions and other variations as the officers 

executing such Bonds may determine, as evidenced by their execution of such Bonds.

 Except as otherwise specified as contemplated by Section 3.01 with respect to the Bonds of any 

series, or any Tranche thereof, after the preparation of definitive Bonds of such series or Tranche, the 

temporary Bonds of such series or Tranche shall be exchangeable, without charge to the Holder 

thereof, for definitive Bonds of such series or Tranche upon surrender of such temporary Bonds at the 

office or agency of the Company maintained pursuant to Section 7.02 in a Place of Payment for such 

Bonds. Upon such surrender of temporary Bonds, the Company shall, except as otherwise specified as 

contemplated by Section 3.01, execute and the Trustee shall authenticate and deliver in exchange 

therefor definitive Bonds of the same series and Tranche, of authorized denominations and of like 

tenor and aggregate principal amount.

 

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 Until exchanged in full as hereinabove provided, temporary Bonds shall in all respects be 

entitled to the same benefits under this Indenture as definitive Bonds of the same series and Tranche 

and of like tenor authenticated and delivered hereunder.

SECTION 3.05. Registration, Registration of Transfer and Exchange.

 The Company shall cause to be kept in one of the offices designated pursuant to Section 7.02, 

with respect to the Bonds of each series, or any Tranche thereof, a register (the “Bond Register”) in 

which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the 

registration of Bonds of such series or Tranche and the registration of transfer thereof. Pursuant to 

Section 3.01(f), the Company shall designate one Person to maintain the Bond Register for the Bonds 

of each series, and such Person is referred to herein, with respect to such series, as the “Bond 

Registrar”. Anything herein to the contrary notwithstanding, the Company may designate one or more 

of its offices as an office in which a Bond Register with respect to the Bonds of one or more series, or 

any Tranche or Tranches thereof, shall be maintained, and the Company may designate itself the Bond 

Registrar with respect to one or more of such series. The Bond Register(s) shall be open for inspection 

by the Trustee and the Company at all reasonable times.

 Except as otherwise specified as contemplated by Section 3.01 with respect to the Bonds of any 

series, or any Tranche thereof, and except as provided below with respect to Global Bonds, upon 

surrender for registration of transfer of any Bond of such series or Tranche at the office or agency of 

the Company maintained pursuant to Section 7.02 in a Place of Payment for such series or Tranche, the 

Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated 

transferee or transferees, one or more new Bonds of the same series and Tranche, of authorized 

denominations and of like tenor and aggregate principal amount.

 Except as otherwise specified as contemplated by Section 3.01 with respect to the Bonds of any 

series, or any Tranche thereof, any Bond of such series or Tranche may be exchanged at the option of 

the Holder, for one or more new Bonds of the same series and Tranche, of authorized denominations 

and of like tenor and aggregate principal amount, upon surrender of the Bonds to be exchanged at any 

such office or agency. Whenever any Bonds are so surrendered for exchange, the Company shall 

execute, and the Trustee shall authenticate and deliver, the Bonds which the Holder making the 

exchange is entitled to receive.

 All Bonds delivered upon any registration of transfer or exchange of Bonds shall be valid 

obligations of the Company, evidencing the same obligation, and entitled to the same benefits under 

this Indenture, as the Bonds surrendered upon such registration of transfer or exchange. Every Bond 

presented or surrendered for registration of transfer shall be duly endorsed or shall be accompanied by 

a written instrument of transfer in form satisfactory to the Company, the Trustee or the Bond Registrar, 

as the case may be, duly executed by the Holder thereof or his attorney duly authorized in writing. 

Every Bond presented or surrendered for exchange shall (if so required by the Company, the Trustee or 

the Bond Registrar) be duly endorsed or shall be accompanied by a written instrument of transfer in 

form satisfactory to the Company, the Trustee or the Bond Registrar, as the case may be, duly executed 

by the Holder thereof or such Holder’s attorney duly authorized in writing.

 Unless otherwise specified as contemplated by Section 3.01 with respect to Bonds of any series, 

or any Tranche thereof, no service charge shall be made for any registration of transfer or exchange of 

Bonds, 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 Bonds, other than exchanges pursuant to Section 3.04, 6.06 or 13.06 not involving any transfer.

 

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 The Company shall not be required to execute or to provide for the registration of transfer of or

the exchange of (a) Bonds of any series, or any Tranche thereof, during a period of fifteen (15) days 

immediately preceding the date notice is to be given identifying the serial numbers of the Bonds of 

such series or Tranche called for redemption or (b) any Bond so selected for redemption in whole or in 

part, except the unredeemed portion of any Bond being redeemed in part.

 Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or 

in part for Bonds in definitive form, a Global Bond representing all or a portion of the Bonds of a 

series, or Tranche thereof, may not be transferred except as a whole by the Depositary for such series 

or Tranche to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or 

another nominee of such Depositary or by such Depositary or any such nominee to a successor 

Depositary for such series, or Tranche thereof, or a nominee of such successor Depositary.

 If at any time (i) the Depositary for the Bonds of a series, or a Tranche thereof, notifies the 

Company that it is unwilling or unable to continue as Depositary for the Bonds of such series or 

Tranche or that it is no longer eligible under Section 3.13, and in any such case the Company has not 

appointed a successor Depositary within ninety (90) days after delivery of such notice, (ii) there has 

occurred and is continuing an Event of Default, or (iii) the Company in its sole discretion determines 

that the Bonds of any series, or any Tranche thereof, issued in the form of one or more Global Bonds 

shall no longer be represented by such Global Bond or Bonds, then in each such event the Company 

will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of 

definitive Bonds of such series or Tranche, will authenticate and deliver, Bonds of such series in 

definitive form and in an aggregate principal amount equal to the principal amount of the Global Bond 

or Bonds representing such series or Tranche in exchange for such Global Bond or Bonds.

 In addition, if specified by the Company pursuant to Section 3.01 with respect to a series of 

Bonds, or Tranche thereof, the Depositary for such series of Bonds may surrender a Global Bond for 

such series or Tranche of Bonds in exchange in whole or in part for Bonds of such series or Tranche in 

definitive form on such terms as are acceptable to the Company and such Depositary. Thereupon, the 

Company shall authenticate and deliver, without charge:

 (i) to each Person specified by such Depositary a new Bond or Bonds of the same 

series or Tranche, of any authorized denomination as requested by such Person in aggregate principal 

amount equal to and in exchange for such Person’s beneficial interest in the Global Bonds; and

 (ii) to such Depositary a new Global Bond in a denomination equal to the 

difference, if any, between the principal amount of the surrendered Global Bond and the aggregate 

principal amount of Bonds delivered to Holders thereof.

 Bonds issued in exchange for a Global Bond pursuant to this Section shall be registered in such 

names and in such authorized denominations as the Depositary for such Global Bond, pursuant to 

instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee 

shall deliver such Bonds to the Persons in whose names such Bonds are so registered.

SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Bonds.

 If any mutilated Bond is surrendered to the Trustee, the Company shall execute and the Trustee 

shall authenticate and deliver in exchange therefor a new Bond of the same series and Tranche, and of 

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

 

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 If there shall be delivered to the Company and the Trustee (a) evidence to their satisfaction of the 

ownership of and the destruction, loss or theft of any Bond and (b) such security or indemnity as may 

be reasonably required by them to save each of them and any agent of either of them harmless, then, in 

the absence of notice to the Company or the Trustee that such Bond is held by a protected purchaser, 

the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such 

destroyed, lost or stolen Bond, a new Bond of the same series and Tranche, and of like tenor and 

principal amount and bearing a number not contemporaneously outstanding.

 Notwithstanding the foregoing, in case any such mutilated, destroyed, lost or stolen Bond has 

become or is about to become due and payable, the Company in its discretion may, but subject to 

compliance with the foregoing conditions, instead of issuing a new Bond, pay such Bond.

 Upon the issuance of any new Bond under this Section, the Company may require the payment 

of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation 

thereto and any other reasonable expenses (including the fees and expenses of the Trustee) connected 

therewith.

 Every new Bond of any series issued pursuant to this Section in lieu of any destroyed, lost or 

stolen Bond shall constitute an additional contractual obligation of the Company, whether or not the 

destroyed, lost or stolen Bond shall be at any time enforceable by anyone other than the Holder of such 

new Bond, and any such new Bond shall be entitled to all the benefits of this Indenture equally and 

proportionately with any and all other Bonds of such series duly issued hereunder.

 The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other 

rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen 

Bonds.

SECTION 3.07. Payment of Interest; Interest Rights Preserved.

 Unless otherwise specified as contemplated by Section 3.01 with respect to the Bonds of any 

series, or any Tranche thereof, interest on any Bond 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 Bond (or 

one or more Predecessor Bonds) is registered at the close of business on the Regular Record Date for 

such interest, except that, unless otherwise provided in the Bonds of such series, interest payable on the 

Stated Maturity of the principal of a Bond shall be paid to the Person to whom principal is paid. The 

initial payment of interest on any Bond of any series which is issued between a Regular Record Date 

and the related Interest Payment Date shall be payable as provided in such Bond or in a Board 

Resolution, Officer’s Certificate or supplemental indenture pursuant to Section 3.01 with respect to the 

related series of Bonds. Except in the case of a Global Bond at the option of the Company, interest on 

any series of Bonds may be paid by (i) check mailed to the address of the Person entitled thereto as it 

shall appear on the Bond Register of such series or (ii) wire transfer in immediately available funds at 

such place and to such account as designated in writing by the Person entitled thereto as specified in 

the Bond Register of such series.

 Any interest on any Bond 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 related Regular Record Date by virtue of having been such Holder, and 

such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause 

(a) or (b) below:

 

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 (a) The Company may elect to make payment of any Defaulted Interest to the Persons in 

whose names the Bonds of such series (or their respective Predecessor Bonds) are registered at the 

close of business on a date (herein called 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 Bond 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 on or 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 thirty (30) days 

and not less than ten (10) days prior to the date of the proposed payment and not less than twenty-five 

(25) days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall 

promptly notify the Company of such Special Record Date and, in the name and at the expense of the 

Company, shall, not less than fifteen (15) days prior to such Special Record Date, cause notice of the 

proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each 

Holder of Bonds of such series. 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 Bonds of such series (or their respective Predecessor Bonds) are registered 

at the close of business on such Special Record Date.

 (b) The Company may make payment of any Defaulted Interest on the Bonds of any series in 

any other lawful manner not inconsistent with the requirements of any securities exchange on which 

such Bonds may be listed, and upon such notice as may be required by such exchange, if, after notice 

given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of 

payment shall be deemed practicable by the Trustee.

 Subject to the foregoing provisions of this Section and Section 3.05, each Bond delivered under 

this Indenture upon registration of transfer of or in exchange for or in lieu of any other Bond shall carry 

the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond.

SECTION 3.08. Persons Deemed Owners.

 The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in 

whose name any Bond is registered as the absolute owner of such Bond for the purpose of receiving 

payment of principal of and premium, if any, and (subject to Section 3.07) interest, if any, on such 

Bond and for all other purposes whatsoever, whether or not such Bond 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.

SECTION 3.09. Cancellation by Bond Registrar.

 All Bonds surrendered for payment, redemption, registration of transfer or exchange shall, if 

surrendered to any Person other than the Bond Registrar, be delivered to the Bond Registrar and, if not 

theretofore canceled, shall be promptly canceled by the Bond Registrar. The Company may at any 

time deliver to the Bond Registrar for cancellation any Bonds previously authenticated and delivered 

hereunder which the Company may have acquired in any manner whatsoever or which the Company 

shall not have issued and sold (or pledged), and all Bonds so delivered shall be promptly canceled by 

the Bond Registrar. No Bonds shall be authenticated in lieu of or in exchange for any Bonds canceled 

as provided in this Section, except as expressly permitted by this Indenture. All canceled Bonds held 

 

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by the Bond Registrar shall be disposed of in accordance with the Bond Registrar’s then customary 

practice for disposing of securities, unless otherwise directed by a Company Order.

SECTION 3.10. Computation of Interest.

 Except as otherwise specified as contemplated by Section 3.01 for Bonds of any series, or any 

Tranche thereof, interest on the Bonds of each series shall be computed on the basis of a three hundred 

sixty (360) day year consisting of twelve (12) thirty (30) day months and, with respect to any period 

less than a full calendar month, on the basis of the actual number of days elapsed during such period.

SECTION 3.11. Payment to Be in Proper Currency.

 In the case of the Bonds of any series, or any Tranche thereof, denominated in any currency 

other than Dollars or in a composite currency (the “Required Currency”), except as otherwise specified 

with respect to such Bonds as contemplated by Section 3.01, the obligation of the Company to make 

any payment of the principal thereof, or the premium, if any, or interest, if any, thereon, shall not be 

discharged or satisfied by any tender by the Company, or recovery by the Trustee, in any currency 

other than the Required Currency, except to the extent that such tender or recovery shall result in the 

Trustee timely holding the full amount of the Required Currency then due and payable. If any such 

tender or recovery is in a currency other than the Required Currency, the Trustee may take such actions 

as it considers appropriate to exchange such currency for the Required Currency. The costs and risks 

of any such exchange, including without limitation the risks of delay and exchange rate fluctuation, 

shall be borne by the Company, the Company shall remain fully liable for any shortfall or delinquency 

in the full amount of Required Currency then due and payable, and in no circumstances shall the 

Trustee be liable therefor except in the case of its negligence or willful misconduct.

SECTION 3.12. CUSIP Numbers.

 The Company, in issuing the Bonds, may use “CUSIP” or other similar numbers (if then 

generally in use), and, if so, the Trustee or Bond Registrar may use CUSIP or such other numbers in 

notices of redemption as a convenience to Holders; provided that any such notice may state that no 

representation is made as to the correctness of such numbers either as printed on the Bonds or as 

contained in any notice of a redemption and that reliance may be placed only on the other identification 

numbers printed on the Bonds, in which case none of the Company or, as the case may be, the Trustee 

or the Bond Registrar, or any agent of any of them, shall have any liability in respect of any CUSIP 

number used on any such notice, and any such redemption shall not be affected by any defect in or 

omission of such numbers. The Company will promptly notify the Trustee of any change in the 

CUSIP numbers.

SECTION 3.13 Global Bonds.

 If the Company shall establish pursuant to Section 3.01(q) that the Bonds of a series, or a 

Tranche thereof, are to be issued in whole or in part in the form of one or more Global Bonds, then the 

Company shall execute and the Trustee shall, in accordance with this Section and the Company Order 

with respect to such series or Tranche, authenticate and deliver one or more Global Bonds in temporary 

or permanent form that (i) shall represent and shall be denominated in an aggregate amount equal to 

the aggregate principal amount of the Outstanding Bonds of such series or Tranche, to be represented 

by one or more Global Bonds, (ii) shall be registered in the name of the Depositary for such Global 

Bond or Bonds or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such 

Depositary or pursuant to such Depositary’s instruction or held by the Trustee as custodian for the 

Depositary, and (iv) shall bear a legend substantially to the following effect: “Unless and until it is 

 

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exchanged in whole or in part for Bonds in definitive form, this Bond may not be transferred except as 

a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the 

Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a 

successor Depositary or a nominee of such successor Depositary.”

 The Company may at any time designate another Person to act as Depositary in place of the 

Person designated pursuant to Section 3.01(q). Each Depositary designated pursuant to Section 3.01

(q) or otherwise for a Global Bond must, at the time of its designation and at all times while it serves as 

Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or 

regulation.

ARTICLE IV

BONDS PREVIOUSLY ISSUED

SECTION 4.01. Continuation of Certain Series of Bonds Issued Under the Prior Indenture.

 (a) Under the Prior Indenture, the Company established Bonds of the First Series, Bonds of 

the Second Series, Bonds of the Third Series, Bonds of the Fourth Series and Bonds of the Fifth Series 

(collectively, “Bonds of the Initial Series”) and Bonds of the Eleventh Series, and such bonds issued 

under the Prior Indenture are hereby continued under this Indenture, constitute “Bonds” under this 

Indenture and are hereafter governed by and subject to the provisions hereof. All other bonds issued 

under the Prior Indenture prior to the date hereof are no longer Outstanding (as defined under the Prior 

Indenture).

 (b) Bonds of the First Series were originally issued in an aggregate principal amount of 

$600,000,000, of which $600,000,000 principal amount is Outstanding as of the date hereof.

 (c) Bonds of the Second Series were originally issued in an aggregate principal amount of 

$500,000,000, of which $500,000,000 principal amount is Outstanding as of the date hereof.

 (d) Bonds of the Third Series were originally issued in an aggregate principal amount of 

$1,000,000,000, of which $1,000,000,000 principal amount is Outstanding as of the date hereof.

 (e) Bonds of the Fourth Series were originally issued in an aggregate principal amount of 

$3,000,000,000, of which $3,000,000,000 principal amount is Outstanding as of the date hereof.

 (f) Bonds of the Fifth Series were originally issued in an aggregate principal amount of 

$1,600,000,000, of which $200,000,000 principal amount is Outstanding as of the date hereof.

SECTION 4.02. Bonds of the Initial Series; Terms of Bonds of the Initial Series.

 (a) Under Section 201 of the First Supplemental Mortgage, the Company designated the 

Bonds of the First Series as the “3.60% First Mortgage Bonds due 2009” (the “3.60% First Mortgage 

Bonds”). The Release Date having occurred on the date hereof and pursuant to Section 202 of the First 

Supplemental Mortgage, the 3.60% First Mortgage Bonds are hereby redesignated as the “3.60% 

Senior Notes due 2009” (the “3.60% Senior Notes”).

 (b) Under Section 201 of the First Supplemental Mortgage, the Company designated the 

Bonds of the Second Series as the “4.20% First Mortgage Bonds due 2011” (the “4.20% First 

Mortgage Bonds”). The Release Date having occurred on the date hereof and pursuant to Section 202 

 

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of the First Supplemental Mortgage, the 4.20% First Mortgage Bonds are hereby redesignated as the 

“4.20% Senior Notes due 2011” (the “4.20% Senior Notes”).

 (c) Under Section 201 of the First Supplemental Mortgage, the Company designated the 

Bonds of the Third Series as the “4.80% First Mortgage Bonds due 2014” (the “4.80% First Mortgage 

Bonds”). The Release Date having occurred on the date hereof and pursuant to Section 202 of the First 

Supplemental Mortgage, the 4.80% First Mortgage Bonds are hereby redesignated as the “4.80% 

Senior Notes due 2014” (the “4.80% Senior Notes”).

 (d) Under Section 201 of the First Supplemental Mortgage, the Company designated the 

Bonds of the Fourth Series as the “6.05% First Mortgage Bonds due 2034” (the “6.05% First Mortgage 

Bonds”). The Release Date having occurred on the date hereof and pursuant to Section 202 of the First 

Supplemental Mortgage, the 6.05% First Mortgage Bonds are hereby redesignated as the “6.05% 

Senior Notes due 2034” (the “6.05% Senior Notes”).

 (e) Under Section 201 of the First Supplemental Mortgage, the Company designated the 

Bonds of the Fifth Series as the “Floating Rate First Mortgage Bonds due 2006” (the “Floating Rate 

First Mortgage Bonds”). The Release Date having occurred on the date hereof and pursuant to Section 

202 of the First Supplemental Mortgage, the Floating Rate First Mortgage Bonds are hereby 

redesignated as the “Floating Rate Senior Notes due 2006” (the “Floating Rate Senior Notes”).

 (f) In accordance with Section 202 of the First Supplemental Mortgage, each holder of a 

3.60% First Mortgage Bond, 4.20% First Mortgage Bond, a 4.80% Mortgage Bond, 6.05% Mortgage 

Bond and Floating Rate First Mortgage Bond that is a Global Bond is to surrender such Bond to the 

Trustee as soon as reasonably practicable after the Release Date and the Trustee shall simultaneously 

exchange the surrendered Bond for a 3.60% Senior Note, a 4.20% Senior Note, a 4.80% Senior Note, a 

6.05% Senior Note and a Floating Rate Senior Note, respectively. The form of the Fixed Rate Senior 

Notes being exchanged pursuant hereto is attached hereto as Exhibit A and the form of the Floating 

Rate Senior Notes being exchanged pursuant hereto is attached hereto as Exhibit B.

 (g) As established in Section 201 of the First Supplemental Mortgage and as continued 

hereunder, any series of the Bonds of the Initial Series may be reopened, from time to time, for 

issuances of additional Bonds of such series, and any additional Bonds issued and comprising Bonds of 

any series of the Bonds of the Initial Series shall have identical terms as such series of Bonds of the 

Initial Series, except that the issue price, issue date and, in some cases, the first Interest Payment Date 

may differ.

 (h) As established in Section 204 of the First Supplemental Mortgage and as continued 

hereunder, (i) the 3.60% Senior Notes bear interest at the rate of 3.60% per annum and have a Stated 

Maturity of March 1, 2009; (ii) the 4.20% Senior Notes bear interest at the rate of 4.20% per annum 

and have a Stated Maturity of March 1, 2011, (iii) the 4.80% Senior Notes bear interest at the rate of 

4.80% per annum and have a Stated Maturity of March 1, 2014; (iv) the 6.05% Senior Notes bear 

interest at the rate of 6.05% per annum and have a Stated Maturity of March 1, 2034; and (v) the rate 

of interest on the Floating Rate Senior Notes is calculated as set forth in the form of such Bond 

attached hereto as Exhibit B and the Stated Maturity of the Floating Rate Senior Notes is April 3, 2006.

 (i) As established in Section 205 of the First Supplemental Mortgage and as continued 

hereunder, the Bonds of the Initial Series were issued in the form of one or more permanent Global 

Securities as provided in Section 3.13 of the Prior Indenture and deposited with the Trustee, as 

custodian for the Depositary, duly executed by the Company and authenticated by the Trustee.

 

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 (j) As established in Section 205 of the First Supplemental Mortgage and as continued 

hereunder, the Company appointed DTC to act as the Depositary with respect to all Bonds of the Initial 

Series, and the Bonds of the Initial Series were initially registered in the name of Cede & Co., as the 

nominee of DTC.

 (k) In accordance with Section 205 of the First Supplemental Mortgage, the Trustee executed 

and delivered a Letter of Representations to DTC and, in connection with any successor nominee for 

DTC or any successor Depositary, the Trustee will enter into comparable arrangements, and shall have 

the same rights with respect to its actions thereunder as it has with respect to its actions under the 

Indenture.

 (l) As established in Section 205 of the First Supplemental Mortgage and as continued 

hereunder, none of the Company, the Trustee, any Paying Agent or any Bond Registrar will have any 

responsibility or liability for any aspect of Depositary records relating to, or payments made on 

account of, beneficial ownership interests in a Global Bond or for maintaining, supervising or 

reviewing any Depositary records relating to such beneficial ownership interests, or for transfers of 

beneficial interests in the Bonds or any transactions between the Depositary and beneficial owners.

 (m) As established in Section 206 of the First Supplemental Mortgage and as continued 

hereunder, no sinking fund is provided for any of the Bonds of the Initial Series.

 (n) As established in Section 208 of the First Supplemental Mortgage and as continued 

hereunder, the Trustee is appointed as initial Paying Agent and initial Bond Registrar for the Bonds of 

the Initial Series.

 (o) As established in Section 209 of the First Supplemental Mortgage, BNY Western Trust 

Company was appointed as the initial Calculation Agent for the Floating Rate Senior Notes and The 

Bank of New York Trust Company, N.A., as successor in interest to BNY Western Trust Company is 

continued as the initial Calculation Agent for the Floating Rate Senior Notes.

 (p) Other terms of the Bonds of the Initial Series are as expressly set forth Section 4.03 below, 

Exhibit A (with respect to the Fixed Rate Senior Notes) and Exhibit B (with respect to the Floating 

Rate Senior Notes).

SECTION 4.03. Redemption of Bonds of the Initial Series.

 (a) Optional Redemption of 3.60% Senior Notes. As established in Section 302(a) of the 

First Supplemental Mortgage and as continued hereunder, subject to the terms and conditions of this 

Indenture, the 3.60% Senior Notes are redeemable at the option of the Company, in whole or in part at 

any time after the Initial Issuance Date and prior to Maturity, at a Redemption Price equal to the 

greater of:

 (i) 100% of the principal amount of the 3.60% Senior Notes to be redeemed; or

 (ii) as determined by the Independent Investment Banker, the sum of the present values of 

the Remaining Scheduled Payments on the 3.60% Senior Notes to be so redeemed (not including any 

portion of such payments of interest accrued to the Redemption Date) discounted to the Redemption 

Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the 

Adjusted Treasury Rate, plus 0.15%,

 

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plus, in either of the above cases, accrued and unpaid interest on the principal amount of the 3.60% 

Senior Notes being redeemed to but not including the Redemption Date.

 (b) Optional Redemption of 4.20% Senior Notes. As established in Section 302(b) of the 

First Supplemental Mortgage and as continued hereunder, subject to the terms and conditions of this 

Indenture, the 4.20% Senior Notes are redeemable at the option of the Company, in whole or in part at 

any time after the Initial Issuance Date and prior to Maturity, at a Redemption Price equal to the 

greater of:

 (i) 100% of the principal amount of the 4.20% Senior Notes to be redeemed; or

 (ii) as determined by the Independent Investment Banker, the sum of the present values of 

the Remaining Scheduled Payments on the 4.20% Senior Notes to be so redeemed (not including any 

portion of such payments of interest accrued to the Redemption Date) discounted to the Redemption 

Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the 

Adjusted Treasury Rate, plus 0.15%,

plus, in either of the above cases, accrued and unpaid interest on the principal amount of the 4.20% 

Senior Notes being redeemed to but not including the Redemption Date.

 (c) Optional Redemption of 4.80% Senior Notes. As established in Section 302(c) of the 

First Supplemental Mortgage and as continued hereunder, subject to the terms and conditions of the 

Indenture, the 4.80% Senior Notes are redeemable at the option of the Company, in whole or in part at 

any time after the Initial Issuance Date and prior to Maturity, at a Redemption Price equal to the 

greater of:

 (i) 100% of the principal amount of the 4.80% Senior Notes to be redeemed; or

 (ii) as determined by the Independent Investment Banker, the sum of the present values of 

the Remaining Scheduled Payments on the 4.80% Senior Notes to be so redeemed (not including any 

portion of such payments of interest accrued to the Redemption Date) discounted to the Redemption 

Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the 

Adjusted Treasury Rate, plus 0.20%,

plus, in either of the above cases, accrued and unpaid interest on the principal amount of the 4.80% 

Senior Notes being redeemed to but not including the Redemption Date.

 (d) Optional Redemption of 6.05% Senior Notes. As established in Section 302(d) of the 

First Supplemental Mortgage and as continued hereunder, subject to the terms and conditions of the 

Indenture, the 6.05% Senior Notes are redeemable at the option of the Company, in whole or in part at 

any time after the Initial Issuance Date and prior to Maturity, at a Redemption Price equal to the 

greater of:

 (i) 100% of the principal amount of the 6.05% Senior Notes to be redeemed; or

 (ii) as determined by the Independent Investment Banker, the sum of the present values of 

the Remaining Scheduled Payments on the 6.05% Senior Notes to be so redeemed (not including any 

portion of such payments of interest accrued to the Redemption Date) discounted to the Redemption 

Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the 

Adjusted Treasury Rate, plus 0.25%,

 

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plus, in either of the above cases, accrued and unpaid interest on the principal amount of the 6.05% 

Senior Notes being redeemed to but not including the Redemption Date.

 (e) Optional Redemption of Floating Rate Senior Notes. As established in Section 302(e) of 

the First Supplemental Mortgage and as continued hereunder, subject to the terms and conditions of the 

Indenture, the Floating Rate Senior Notes were redeemable at the option of the Company, in whole or 

in part, on October 3, 2004 and are redeemable on any Interest Payment Date thereafter and prior to 

Maturity, at a Redemption Price equal to 100% of the principal amount of the Floating Rate Senior 

Notes being redeemed, plus accrued and unpaid interest thereon to but not including the Redemption 

Date.

 (f) As established in Section 302(f) of the First Supplemental Mortgage and as continued 

hereunder, redemption of each series of Bonds of the Initial Series pursuant to this Section 4.03 shall 

be made in accordance with Article VI of this Indenture.

SECTION 4.04. Bonds of the Eleventh Series, Terms of Bonds of the Eleventh Series.

 (a) Under Section 701 of the Second Supplemental Mortgage, the Company established an 

eleventh series of Bonds designated as the “Bond of the Eleventh Series” and such Bond was originally 

issued in certificated form. The Release Date having occurred on the date hereof and pursuant to 

Section 702 of the Second Supplemental Mortgage, the Bonds of the Eleventh Series are hereby 

redesignated as the “Senior Note due December 1, 2016” (the “Senior Note due 2016”).

 (b) In accordance with Section 702 of the Second Supplemental Mortgage, the Holder of the 

Bond of the Eleventh Series shall surrender such Bond to the Trustee and the Trustee shall 

simultaneously exchange the surrendered Bond for a Senior Note due 2016. The form of the Senior 

Note due 2016 being exchanged pursuant hereto is attached hereto as Exhibit C.

 (c) As established in Section 703 of the Second Supplemental Mortgage and as continued 

hereunder, (i) the initial face amount of the Senior Note due 2016 is $200,000,000, which face amount 

represents the maximum principal amount of the Senior Note due 2016, (ii) the amount of principal 

payable on the Senior Note due 2016, and the date or dates on which such principal is payable, are as 

set forth in said Senior Note due 2016, (iii) for all purposes of this Indenture, the principal amount of 

the Senior Note due 2016 Outstanding as of any date of calculation shall be equal to the Obligations 

(as defined in the Senior Note due 2016) outstanding under the MBIA Reimbursement and Indemnity 

Agreement as of such date, but in no event shall the principal amount of such Senior Note due 2016 as 

of any date of calculation be greater than the then current face amount of such Senior Note due 2016, 

and (iv) for all purposes of this Indenture, principal of the Senior Note due 2016 shall be payable 

without the presentment or surrender thereof.

 (d) As established in Section 704 of the Second Supplemental Mortgage and as continued 

hereunder, (i) the Senior Note due 2016 bears interest at the rate or rates, and interest with respect 

thereto is payable on the Interest Payment Dates set forth in said Senior Note due 2016; (ii) the Senior 

Note due 2016 has a Stated Maturity of December 1, 2016; and (iii) interest on the Senior Note due 

2016 shall accrue from the same dates that interest, if any, accrues on outstanding Obligations pursuant 

to the MBIA Reimbursement and Indemnity Agreement until such interest is paid.

 (e) As established in Section 705 of the Second Supplemental Mortgage and as continued 

hereunder, the Senior Note due 2016 is not subject to redemption prior to its Stated Maturity, and no 

sinking fund is provided for the Senior Note due 2016.

 

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 (f) As established in Section 706 of the Second Supplemental Mortgage and as continued 

hereunder, the Trustee is appointed as initial Paying Agent and initial Bond Registrar for the Senior 

Note due 2016. The Place of Payment of the Senior Note due 2016 shall be the Corporate Trust Office 

of the Trustee; provided, however, that the Company reserves the right to change, by one or more 

Officer’s Certificates any such place or the Bond Registrar; provided, further, that the Company 

reserves the right to designate, by one or more Officer’s Certificates, one or more of its offices as any 

such place or itself as the Bond Registrar.

 (g) As established in Section 707 of the Second Supplemental Mortgage and as continued 

hereunder, (i) the Senior Note due 2016 may not be exchanged for any other Bond, except as provided 

in Section 3.06 of this Indenture, and may not be transferred except to effect an assignment thereof to a 

successor or an assign of MBIA; and (ii) the Company may take such actions as it shall deem 

necessary, desirable or appropriate to effect compliance with such restrictions on transfer, including the 

issuance of stop-transfer instructions to the Trustee or any other transfer agent.

 (h) Other terms of the Senior Note due 2016 are as expressly set forth in Exhibit C hereto.

ARTICLE V

ISSUANCE OF BONDS

SECTION 5.01. General .

 The Trustee shall authenticate and deliver Bonds of a series, for original issue, at one time or 

from time to time in accordance with the Company Order referred to below, upon receipt by the 

Trustee of:

 (a) the instrument or instruments establishing the form or forms and terms of such series, as 

provided in Sections 2.01 and 3.01;

 (b) a Company Order requesting the authentication and delivery of such Bonds and, to the 

extent that the terms of such Bonds shall not have been established in an indenture supplemental hereto 

or in a Board Resolution, or in an Officer’s Certificate pursuant to a supplemental indenture or Board 

Resolution, all as contemplated by Section 3.01, either (i) establishing such terms or (ii) in the case of 

Bonds of a series subject to a Periodic Offering, specifying procedures by which such terms are to be 

established (which procedures may provide for authentication and delivery pursuant to oral or 

electronic instructions from the Company or any agent or agents thereof, which oral instructions are to 

be promptly confirmed electronically or in writing), in either case in accordance with the instrument or 

instruments delivered pursuant to clause (a) above;

 (c) the Bonds of such series, executed on behalf of the Company by an officer specified in 

Section 3.03;

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

 (i) the form or forms of such Bonds have been duly authorized by the Company and 

have been established in conformity with the provisions of this Indenture;

 (ii) the terms of such Bonds have been duly authorized by the Company and have been 

established in conformity with the provisions of this Indenture; and

 

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 (iii) when such Bonds shall have been authenticated and delivered by the Trustee and 

issued and delivered by the Company in the manner and subject to any conditions specified in such 

Opinion of Counsel, such Bonds will constitute valid obligations of the Company, entitled to the 

benefits of this Indenture, equally and ratably with all other Outstanding Bonds without any priority of 

any one Bond over any other Bond;

provided, however, that, with respect to Bonds of a series subject to a Periodic Offering, the Trustee 

shall be entitled to receive such Opinion of Counsel only once at or prior to the time of the first 

authentication and delivery of such Bonds (provided that such Opinion of Counsel addresses the 

authentication and delivery of all such Bonds) and that, in lieu of the opinions described in clauses (ii) 

and (iii) above, counsel may opine that:

 (x) when the terms of such Bonds shall have been established pursuant to a Company 

Order or Orders or pursuant to such procedures as may be specified from time to time by a Company 

Order or Orders, all as contemplated by and in accordance with the instrument or instruments delivered 

pursuant to clause (a) above, such terms will have been duly authorized by the Company and will have 

been established in conformity with the provisions of this Indenture; and

 (y) when such Bonds shall have been authenticated and delivered by the Trustee in 

accordance with this Indenture and the Company Order or Orders or the specified procedures referred 

to in paragraph (x) above and issued and delivered by the Company in the manner and subject to any 

conditions specified in such Opinion of Counsel, such Bonds will constitute valid obligations of the 

Company, entitled to the benefits of this Indenture, equally and ratably with all other Outstanding 

Bonds without any priority of any one Bond over any other Bond;

 (e) an Officer’s Certificate to the effect that, to the knowledge of the signer, no Event of 

Default has occurred and is continuing; provided, however, that with respect to Bonds of a series 

subject to a Periodic Offering, either (i) such an Officer’s Certificate shall be delivered at the time of 

the authentication and delivery of each Bond of such series or (ii) the Officer’s Certificate delivered at 

or prior to the time of the first authentication and delivery of the Bonds of such series shall state that 

the statements therein shall be deemed to be made at the time of each, or each subsequent, 

authentication and delivery of Bonds of such series.

 With respect to Bonds of a series subject to a Periodic Offering, the Trustee may conclusively 

rely, as to the authorization by the Company of any of such Bonds, the forms and terms thereof, the 

validity thereof and the compliance of the authentication and delivery thereof with the terms and 

conditions of this Indenture, upon the Opinion or Opinions of Counsel and the certificates and other 

documents delivered pursuant to this Article V at or prior to the time of the first authentication and 

delivery of Bonds of such series until (i) such time as the Trustee has received written notice that any 

of such opinions, certificates or other documents have been superseded or revoked or (ii) such 

opinions, certificates or other documents expire by their terms. In connection with the authentication 

and delivery of Bonds of a series subject to a Periodic Offering, the Trustee shall be entitled to assume 

that the Company’s instructions to authenticate and deliver such Bonds do not violate any applicable 

law or any applicable rule, regulation or order of any Governmental Authority having jurisdiction over 

the Company.

ARTICLE VI

REDEMPTION OF BONDS

 

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SECTION 6.01. Applicability of Article.

 Bonds of any series, or any Tranche thereof, which are redeemable before their Stated Maturity 

shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated 

by Section 3.01 for Bonds of such series or Tranche) in accordance with this Article.

SECTION 6.02. Election to Redeem; Notice to Trustee.

 The election of the Company to redeem any Bonds shall be evidenced by a Board Resolution or 

an Officer’s Certificate. The Company shall, at least forty-five (45) days prior to the Redemption Date 

fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee in 

writing of such Redemption Date and of the principal amount of such Bonds to be redeemed. In the 

case of any redemption of Bonds (a) prior to the expiration of any restriction on such redemption 

provided in the terms of such Bonds or elsewhere in this Indenture or (b) pursuant to an election of the 

Company which is subject to a condition specified in the terms of such Bonds, the Company shall 

furnish the Trustee with an Officer’s Certificate evidencing compliance with such restriction or 

condition.

SECTION 6.03. Selection of Bonds to Be Redeemed.

 If less than all the Bonds of any series, or any Tranche thereof, are to be redeemed, the particular 

Bonds to be redeemed shall be selected by the Bond Registrar from the Outstanding Bonds of such 

series or Tranche not previously called for redemption, by such method as shall be provided for any 

particular series or Tranche, or, in the absence of any such provision, by such method of random 

selection as the Bond Registrar shall deem fair and appropriate and which may, in any case, provide for 

the selection for redemption of portions (equal to the minimum authorized denomination for Bonds of 

such series or Tranche or any integral multiple thereof) of the principal amount of Bonds of such series 

or Tranche having a denomination larger than the minimum authorized denomination for Bonds of 

such series or Tranche; provided, however, that if, as indicated in an Officer’s Certificate, the 

Company shall have offered to purchase all or any principal amount of the Bonds then Outstanding of 

any series, or any Tranche thereof, and less than all of such Bonds as to which such offer was made 

shall have been tendered to the Company for such purchase, the Bond Registrar, if so directed by 

Company Order, shall select for redemption all or any principal amount of such Bonds which have not 

been so tendered.

 The Bond Registrar shall promptly notify the Company and the Trustee in writing of the Bonds 

selected for redemption and, in the case of any Bonds selected to be redeemed in part, the principal 

amount thereof to be redeemed.

 For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to 

the redemption of Bonds shall relate, in the case of any Bonds redeemed or to be redeemed only in 

part, to the portion of the principal amount of such Bonds which has been or is to be redeemed.

SECTION 6.04. Notice of Redemption.

 Unless otherwise specified with respect to any series of Bonds, or any Tranche thereof, in 

accordance with Section 3.01, notice of redemption shall be given in the manner provided in Section 

1.06 to the Holders of the Bonds to be redeemed not less than thirty (30) nor more than sixty (60) days 

prior to the Redemption Date.

 All notices of redemption shall state:

 

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 (a) the Redemption Date,

 (b) the Redemption Price,

 (c) if less than all the Bonds of any series or Tranche are to be redeemed, the identification of 

the particular Bonds to be redeemed and the portion of the principal amount of any Bond to be 

redeemed in part,

 (d) that on the Redemption Date, the Redemption Price, together with accrued interest, if any, 

to the Redemption Date, will become due and payable upon each such Bond to be redeemed and, if 

applicable, that interest thereon will cease to accrue on and after said date; provided, that if a 

conditional notice shall be given, other appropriate language shall be inserted indicating the 

conditional nature of the redemption,

 (e) the place or places where such Bonds are to be surrendered for payment of the Redemption 

Price and accrued interest, if any, unless it shall have been specified as contemplated by Section 3.01 

with respect to such Bonds that such surrender shall not be required,

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

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

 Unless otherwise specified with respect to any series of Bonds, or any Tranche thereof, in 

accordance with Section 3.01, with respect to any redemption of Bonds at the election of the Company 

or any redemption which is contingent on the occurrence or nonoccurrence of an event or condition 

which cannot be ascertained prior to the time a redemption notice is required to be given hereunder, 

such notice may state that such redemption shall be conditional upon receipt by the Trustee or the 

Paying Agent or Agents for such Bonds, on or prior to the date fixed for such redemption, of money 

sufficient to pay the Redemption Price of such Bonds and accrued interest, if any, thereon to the 

Redemption Date (or direction from the Company to apply such money for the payment of such Bonds, 

if such money shall have been deposited with the Trustee or Paying Agent or Agents upon the 

condition that the Trustee or Paying Agent or Agents will apply such money only at the direction of the 

Company) and that if such money shall not have been so received (or if such money shall have been 

received but the Trustee or the Paying Agent or Agents have been directed by the Company not to 

apply such money to redeem such Bonds) such notice shall be of no force or effect and the Company 

shall not be required to redeem such Bonds; provided, however, that conditional notice shall not be 

given if upon the giving of notice, such Bonds shall be deemed to have been paid in accordance with 

Section 8.01. In the event that such notice of redemption contains such a condition and such money is 

not so received, or the Trustee or Paying Agent or Agents have been directed by the Company not to 

apply such money to the redemption of such Bonds, the redemption shall not be made, and within a 

reasonable time thereafter notice shall be given, in the manner in which the notice of redemption was 

given, that such money was not so received or that the Trustee or Paying Agent or Agents have been 

directed by the Company not to redeem such Bonds and such redemption was not required to be made, 

and the Trustee or Paying Agent or Agents for the Bonds otherwise to have been redeemed shall 

promptly return to the Holders thereof any of such Bonds which had been surrendered for payment 

upon such redemption.

 Notice of redemption of Bonds to be redeemed at the election of the Company, and any notice of 

non-satisfaction of a condition for redemption as aforesaid, shall be given by the Company or, at the 

Company’s request, by the Bond Registrar in the name and at the expense of the Company. Notice of 

 

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mandatory redemption of Bonds shall be given by the Bond Registrar in the name and at the expense 

of the Company.

SECTION 6.05. Bonds Payable on Redemption Date.

 Notice of redemption having been given as aforesaid, and the conditions, if any, set forth in such 

notice having been satisfied, the Bonds or portions thereof so to be redeemed shall, on the Redemption 

Date, become due and payable at the Redemption Price therein specified, and from and after such date 

(unless, in the case of an unconditional notice of redemption, the Company shall default in the payment 

of the Redemption Price and accrued interest, if any) such Bonds or portions thereof, if interestbearing, shall cease to bear interest. Upon surrender of any such Bond for redemption in accordance 

with such notice, such Bond or portion thereof shall be paid by the Company at the Redemption Price, 

together with accrued interest, if any, to the Redemption Date; provided, however, that no such 

surrender shall be a condition to such payment if so specified as contemplated by Section 3.01 with 

respect to such Bond; and provided, further, that, except as otherwise specified as contemplated by 

Section 3.01 with respect to such Bond, any installment of interest on any Bond the Stated Maturity of 

which installment is on or prior to the Redemption Date shall be payable to the Holder of such Bond, 

or one or more Predecessor Bonds, registered as such at the close of business on the related Regular 

Record Date according to the terms of such Bond and subject to the provisions of Section 3.07.

SECTION 6.06. Bonds Redeemed in Part.

Upon the surrender of any Bond which is to be redeemed only in part at a Place of Payment therefor 

(with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of 

transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or 

his attorney duly authorized in writing), the Company shall execute, and the Trustee shall authenticate 

and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds of the same 

series and Tranche, of any authorized denomination requested by such Holder and of like tenor and in 

aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the 

Bond so surrendered.

ARTICLE VII

COVENANTS

SECTION 7.01. Payment of Bonds.

 The Company shall pay the principal of and premium, if any, and interest, if any, on the Bonds 

of each series in accordance with the terms of such Bonds and this Indenture.

SECTION 7.02. Maintenance of Office or Agency.

 The Company shall maintain in each Place of Payment for the Bonds of each series, or any 

Tranche thereof, an office or agency where payment of such Bonds shall be made, and where the 

registration of transfer or exchange of such Bonds may be effected and where notices and demands to 

or upon the Company in respect of such Bonds and this Indenture may be served. The Company shall 

give prompt written notice to the Trustee of the location, and any change in the location, of each such 

office or agency. If at any time the Company shall fail to maintain any such required office or agency 

in respect of Bonds of any series, or any Tranche thereof, or shall fail to furnish the Trustee with the 

address thereof, payment of such Bonds shall be made, registration of transfer or exchange thereof may 

 

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be effected and notices and demands in respect thereof may be served at the Corporate Trust Office of 

the Trustee, and the Company hereby appoints the Trustee as its agent for all such purposes in any such 

event.

 The Company may also from time to time designate one or more other offices or agencies with 

respect to the Bonds of one or more series, or any Tranche thereof, for any or all of the foregoing 

purposes and may from time to time rescind such designations; provided, however, that no such 

designation or rescission shall in any manner relieve the Company of its obligation to maintain an 

office or agency for such purposes. The Company shall 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.

 Anything herein to the contrary notwithstanding, any office or agency required by this Section 

may be maintained at an office of the Company, in which event the Company shall perform all 

functions to be performed at such office or agency.

SECTION 7.03 Money for Bond Payments to Be Held in Trust.

 If the Company shall at any time act as its own Paying Agent with respect to the Bonds of any 

series, or any Tranche thereof, it shall, on or before each due date of the principal of and premium, if 

any, and interest, if any, on any of such Bonds, segregate and hold in trust for the benefit of the 

Persons entitled thereto a sum sufficient to pay the principal and premium or interest so becoming due 

until such sums shall be paid to such Persons or otherwise disposed of as herein provided. The 

Company shall promptly notify the Trustee of any failure by the Company (or any other obligor on 

such Bonds) to make any payment of principal of or premium, if any, or interest, if any, on such 

Bonds.

 Whenever the Company shall have one or more Paying Agents for the Bonds of any series, or 

any Tranche thereof, it shall, on or before each due date of the principal of and premium, if any, and 

interest, if any, on such Bonds, deposit with such Paying Agents sums sufficient (without duplication) 

to pay the principal and premium or interest so becoming due, such sums to be held in trust for the 

benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is 

the Trustee) the Company shall promptly notify the Trustee of any failure by it so to act.

 Upon their appointment as Paying Agent, the Company shall cause each Paying Agent for the 

Bonds of any series, or any Tranche thereof, other than the Company or the Trustee, to execute and 

deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject 

to the provisions of this Section, that such Paying Agent shall:

 (a) hold all sums held by it for the payment of the principal of and premium, if any, or interest, 

if any, on such Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be 

paid to such Persons or otherwise disposed of as herein provided;

 (b) give the Trustee notice of any failure by the Company (or any other obligor upon such 

Bonds) to make any payment of principal of or premium, if any, or interest, if any, on such Bonds; and

 (c) at any time during the continuance of any such failure, upon the written request of the 

Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent and furnish to the 

Trustee such information as it possesses regarding the names and addresses of the Persons entitled to 

such sums.

 

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 The Company may at any time pay, or by Company Order direct any Paying Agent to pay, to the 

Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the 

Trustee upon the same trusts as those upon which such sums were held by the Company or such 

Paying Agent and, if so stated in a Company Order delivered to the Trustee, in accordance with the 

provisions of Article VIII; 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.

 Unless otherwise prescribed by applicable law, any money deposited with the Trustee or any 

Paying Agent, or then held by the Company, in trust for the payment of the principal of and premium, 

if any, or interest, if any, on any Bond and remaining unclaimed for two years after such principal and 

premium, if any, or interest, if any, has become due and payable shall be paid to the Company on 

Company Request, or, if then held by the Company, shall be discharged from such trust without further 

action by the Company, Trustee or any Paying Agent; and, upon such payment or discharge, the 

Holder of such Bond shall, as an unsecured general creditor and not as the Holder of an Outstanding 

Bond, look only to the Company for payment of the amount so due and payable and remaining unpaid, 

and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability 

of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such 

Paying Agent, before being required to make any such payment to the Company, shall, upon receipt of 

a Company Request and at the expense of the Company, cause to be mailed, on one occasion only, 

notice to such Holder that such money remains unclaimed and that, after a date specified therein, 

which shall not be less than thirty (30) days from the date of such mailing, any unclaimed balance of 

such money then remaining will be paid to the Company.

SECTION 7.04. Corporate Existence.

 Subject to the rights of the Company under Article XII, the Company shall do or cause to be 

done all things necessary to preserve and keep its corporate existence in full force and effect.

SECTION 7.05. Waiver of Certain Covenants.

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

condition set forth in

 (a) any covenant or restriction specified with respect to the Bonds of any one or more series, 

or any one or more Tranches thereof, as contemplated by Section 3.01 if before the time for such 

compliance the Holders of not less than a majority in aggregate principal amount of the Outstanding 

Bonds of all series and Tranches with respect to which compliance with such covenant or restriction is 

to be omitted, considered as one class, shall, by Act of such Holders, either waive such compliance in 

such instance or generally waive compliance with such term, provision or condition; provided, 

however, that no such waiver shall be effective as to any of the matters contemplated in clause (a), (b) 

or (c) in Section 13.02 without the consent of the Holders specified in such Section; and

 (b) Section 7.04 or 7.07 or Article XII if, before the time for such compliance, the Holders of 

not less than a majority in principal amount of Bonds Outstanding under this Indenture shall, by Act of 

such Holders, either waive such compliance in such instance or generally waive compliance with such 

term, provision or condition;

but, in either case, no such waiver shall extend to or affect such term, provision or condition except to 

the extent so expressly waived, and, until such waiver shall become effective, the obligations of the 

Company and the duties of the Trustee in respect of any such term, provision or condition shall remain 

in full force and effect.

 

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SECTION 7.06. Annual Officer’s Certificate as to Compliance.

 Not later than June 1 in each year, commencing June 1, 2005, the Company shall deliver to the 

Trustee a certificate (which need not comply with Section 1.02) executed by the principal executive 

officer, the principal financial officer or the principal accounting officer of the Company, as to such 

officer’s knowledge of the Company’s compliance with all conditions and covenants under this 

Indenture, such compliance to be determined without regard to any period of grace or requirement of 

notice under this Indenture.

SECTION 7.07. Limitation on Liens.

 (a) The Company will not, nor will it permit any Significant Subsidiary to, (1) issue, incur, 

assume or permit to exist any Debt, if such Debt is secured by a Lien on any Principal Property 

(whether such Principal Property was owned at March 11, 2004 or thereafter acquired), unless the 

Company provides that Outstanding Bonds will be equally and ratably secured with such secured Debt 

or (2) incur or permit to exist any Attributable Debt in respect of Principal Property; provided, 

however, that the foregoing restriction shall not apply to:

 (i) to the extent the Company or any Significant Subsidiary consolidates with, or merges 

with or into, another entity, Liens on the property of such entity securing Debt in existence on the date 

of such consolidation or merger, provided that such Debt and Liens were not created or incurred in 

anticipation of such consolidation or merger and that such Liens do not extend to or cover any 

Principal Property;

 (ii) Liens on property acquired after March 11, 2004 and existing at the time of such 

acquisition, as long as the Lien was not created or incurred in anticipation thereof and does not extend 

to or cover any other Principal Property;

 (iii) Liens of any kind, including purchase money Liens, conditional sales agreements or 

title retention agreements and similar agreements, upon any property acquired, constructed, developed 

or improved by the Company or any Significant Subsidiary (whether alone or in association with 

others) which do not exceed the cost or value of the property acquired, constructed, developed or 

improved and which are created prior to, at the time of, or within twelve (12) months after such 

acquisition (or in the case of property constructed, developed or improved, within twelve (12) months 

after the completion of such construction, development or improvement and commencement of full 

commercial operation of such property, whichever is later) to secure or provide for the payment of any 

part of the purchase price or cost thereof; provided that the Liens shall not extend to any Principal 

Property other than the property so acquired, constructed, developed or improved;

 (iv) Liens in favor of the United States, any state or any foreign country or any department, 

agency or instrumentality or political subdivision of any such jurisdiction to secure payments pursuant 

to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any 

part of the purchase price or cost of constructing or improving the property subject to such Lien, 

including Liens related to governmental obligations the interest on which is tax-exempt under Section 

103 of the Internal Revenue Code or any successor section of the Internal Revenue Code;

 (v) Liens in favor of the Company, one or more Significant Subsidiaries of the Company, 

one or more wholly-owned Subsidiaries of the Company or any of the foregoing combination; and

 (vi) replacements, extensions or renewals (or successive replacements, extensions or 

renewals), in whole or in part, of any Lien, or of any agreement, referred to above in clauses (i) 

 

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through (v) inclusive, or replacements, extensions or renewals of the Debt secured thereby (to the 

extent that the amount of Debt secured by any such Lien is not increased from the amount originally so 

secured, plus any premium, interest, fee or expenses payable in connection with any replacements, 

refundings, refinancings, remarketings, extensions or renewals); provided that such replacement, 

extension or renewal is limited to all or a part of the same property (plus improvements thereon or 

additions or accessions thereto) that secured the Lien replaced, extended or renewed.

 (b) Notwithstanding the restriction in subsection (a) of this Section 7.07, the Company or any 

Significant Subsidiary may (1) issue, incur or assume Debt secured by a Lien not described in clauses 

(i) through (vi) of subsection (a) above on any Principal Property owned at March 11, 2004 or 

thereafter acquired without providing that the Outstanding Bonds be equally and ratably secured with 

such Debt and (2) issue or permit to exist Attributable Debt in respect of Principal Property, in either 

case so long as the aggregate amount of such secured Debt and Attributable Debt, together with the 

aggregate amount of all other Debt secured by Liens on Principal Property not described in clauses (i) 

through (vi) of subsection (a) above then outstanding and all other Attributable Debt, does not exceed 

10% of the Net Tangible Assets of the Company, as determined by the Company as of a month end not 

more than 90 days prior to the closing or consummation of the proposed transaction.

 (c) For purposes of determining compliance with this Section 7.07, in the event that any Lien 

at any time meets the criteria of more than one of the categories described in clauses (i) through (vi) 

above of Section 7.07(a), or is entitled to be created pursuant to Section 7.07(b), the Company will be 

permitted to classify (and later reclassify) in whole or in part in its sole discretion such Lien in any 

manner that complies with this Section 7.07.

 (d) For purposes of determining compliance with any Dollar-denominated restriction on the 

incurrence of Debt secured by Liens on Principal Property, the Dollar-equivalent principal amount of 

Debt denominated in a foreign currency will be calculated based on the relevant currency exchange 

rate in effect on the date such Debt was incurred, in the case of term Debt, or first committed, in the 

case of revolving credit Debt; provided that if such Debt is incurred to refinance other Debt 

denominated in the same foreign currency, and such refinancing would cause the applicable Dollardenominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on 

the date of such refinancing, the Dollar-denominated restriction will be deemed not to have been 

exceeded so long as the principal amount of the refinancing Debt does not exceed the principal amount 

of the Debt being refinanced. Notwithstanding any other provision of this Section 7.07, the maximum 

amount of Debt secured by Liens on Principal Property that the Company or any Significant Subsidiary 

may incur pursuant to this covenant will not be deemed to be exceeded solely as a result of fluctuations 

in the exchange rate of currencies.

 (e) For purposes of this Section 7.07, “Debt” of a Significant Subsidiary shall mean any debt 

of such Significant Subsidiary for money borrowed and guarantees by such Significant Subsidiary of 

debt for money borrowed, but in each case excluding liabilities in respect of Capital Lease Obligations 

or Swap Agreements.

ARTICLE VIII

SATISFACTION AND DISCHARGE

SECTION 8.01. Satisfaction and Discharge of Bonds.

 

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Any Bond or Bonds, or any portion of the principal amount thereof, shall be deemed to have been paid 

and no longer Outstanding for all purposes of this Indenture, and the entire indebtedness of the 

Company in respect thereof shall be satisfied and discharged, if there shall have been irrevocably 

deposited with the Trustee or any Paying Agent (other than the Company), in trust:

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

 (b) in the case of a deposit made prior to the Maturity of such Bonds or portions thereof, 

Eligible Obligations, which shall not contain provisions permitting the redemption or other prepayment 

thereof at the option of the issuer thereof, the principal of and the interest on which when due, without 

any regard to reinvestment thereof, will provide moneys which, together with the money, if any, 

deposited with or held by the Trustee or such Paying Agent, shall be sufficient, or

 (c) a combination of (a) or (b) which shall be sufficient to pay when due the principal of and 

premium, if any, and interest, if any, due and to become due on such Bonds or portions thereof; 

provided, however, that in the case of the provision for payment or redemption of less than all the 

Bonds of any series or Tranche, such Bonds or portions thereof shall have been selected by the Bond 

Registrar as provided herein and, in the case of a redemption, the notice requisite to the validity of such 

redemption shall have been given or irrevocable authority shall have been given by the Company to the 

Trustee to give such notice, under arrangements satisfactory to the Trustee; and provided, further, that 

the Company shall have delivered to the Trustee and such Paying Agent:

 (x) if such deposit shall have been made prior to the Maturity of such Bonds, a Company 

Order stating that the money and Eligible Obligations deposited in accordance with this Section shall 

be held in trust, as provided in Section 8.03;

 (y) if Eligible Obligations shall have been deposited, an Opinion of Counsel to the effect 

that such obligations constitute Eligible Obligations and do not contain provisions permitting the 

redemption or other prepayment thereof at the option of the issuer thereof, and an opinion of an 

Independent public Accountant of nationally recognized standing, selected by the Company, to the 

effect that the other requirements set forth in clause (b) above have been satisfied; and

 (z) if such deposit shall have been made prior to the Maturity of such Bonds, an Officer’s 

Certificate stating the Company’s intention that, upon delivery of such Officer’s Certificate, its 

indebtedness in respect of such Bonds or portions thereof will have been satisfied and discharged as 

contemplated in this Section.

 Upon the deposit of money or Eligible Obligations, or both, in accordance with this Section, 

together with the documents required by clauses (x), (y) and (z) above, the Trustee shall, upon 

Company Request, acknowledge in writing that such Bonds or portions thereof are deemed to have 

been paid for all purposes of this Indenture and that the entire indebtedness of the Company in respect 

thereof has been satisfied and discharged as contemplated in this Section. In the event that all of the 

conditions set forth in the preceding paragraph shall have been satisfied in respect of any Bonds or 

portions thereof except that, for any reason, the Officer’s Certificate specified in clause (z) (if 

otherwise required) shall not have been delivered, such Bonds or portions thereof shall nevertheless be 

deemed to have been paid for all purposes of this Indenture, and the Holders of such Bonds or portions 

thereof shall nevertheless be no longer entitled to the benefits of this Indenture (other than with respect 

to such deposit) or of any of the covenants of the Company under Article VII (except the covenants 

contained in Sections 7.02 and 7.03) or any other covenants made in respect of such Bonds or portions 

thereof as contemplated by Section 3.01, but the indebtedness of the Company in respect of such 

 

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Bonds or portions thereof shall not be deemed to have been satisfied and discharged prior to Maturity 

for any other purpose; and, upon Company Request, the Trustee shall acknowledge in writing that such 

Bonds or portions thereof are deemed to have been paid for all purposes of this Indenture.

 If payment at Stated Maturity of less than all of the Bonds of any series, or any Tranche thereof, 

is to be provided for in the manner and with the effect provided in this Section, the Bond Registrar 

shall select such Bonds, or portions of principal amount thereof, in the manner specified by Section 

6.03 for selection for redemption of less than all the Bonds of a series or Tranche.

 In the event that Bonds which shall be deemed to have been paid for purposes of this Indenture, 

and, if such is the case, in respect of which the Company’s indebtedness shall have been satisfied and 

discharged, all as provided in this Section, do not mature and are not to be redeemed within the sixty 

(60) day period commencing with the date of the deposit of moneys or Eligible Obligations, as 

aforesaid, the Company shall, as promptly as practicable, give a notice, in the same manner as a notice 

of redemption with respect to such Bonds, to the Holders of such Bonds to the effect that such deposit 

has been made and the effect thereof.

 Notwithstanding that any Bonds shall be deemed to have been paid for purposes of this 

Indenture, as aforesaid, the obligations of the Company and the Trustee in respect of such Bonds under 

Sections 3.04, 3.05, 3.06, 6.04, 7.02, 7.03, 10.07 and 10.15 and this Article shall survive.

 The Company shall pay, and shall indemnify the Trustee or any Paying Agent with which 

Eligible Obligations shall have been deposited as provided in this Section against, any tax, fee or other 

charge imposed on or assessed against such Eligible Obligations or the principal or interest received in 

respect of such Eligible Obligations, including, but not limited to, any such tax payable by any entity 

deemed, for tax purposes, to have been created as a result of such deposit.

 Anything herein to the contrary notwithstanding, (a) if, at any time after a Bond would be 

deemed to have been paid for purposes of this Indenture, and, if such is the case, the Company’s 

indebtedness in respect thereof would be deemed to have been satisfied and discharged, pursuant to 

this Section (without regard to the provisions of this paragraph), the Trustee or any Paying Agent, as 

the case may be, shall be required to return the money or Eligible Obligations, or combination thereof, 

deposited with it as aforesaid to the Company or its representative under any applicable federal or state 

bankruptcy, insolvency or other similar law, such Bond shall thereupon be deemed retroactively not to 

have been paid and any satisfaction and discharge of the Company’s indebtedness in respect thereof 

shall retroactively be deemed not to have been effected, and such Bond shall be deemed to remain 

Outstanding and (b) any satisfaction and discharge of the Company’s indebtedness in respect of any 

Bond shall be subject to the provisions of the last paragraph of Section 7.03.

SECTION 8.02. Satisfaction and Discharge of Indenture.

 This Indenture shall upon Company Request cease to be of further effect (except as hereinafter 

expressly provided), and the Trustee, at the expense of the Company, shall execute such instruments as 

the Company shall reasonably request to evidence and acknowledge the satisfaction and discharge of 

this Indenture, when:

 (a) no Bonds remain Outstanding hereunder;

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

Company; and

 

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 (c) the Company has delivered to the Trustee an Officer’s 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;

provided, however, that if, in accordance with the last paragraph of Section 8.01, any Bond, previously 

deemed to have been paid for purposes of this Indenture, shall be deemed retroactively not to have 

been so paid, this Indenture shall thereupon be deemed retroactively not to have been satisfied and 

discharged, as aforesaid, and to remain in full force and effect, and the Company shall execute and 

deliver such instruments as the Trustee shall reasonably request to evidence and acknowledge the 

same.

 Notwithstanding the satisfaction and discharge of this Indenture as aforesaid, the obligations of 

the Company and the Trustee under Sections 3.04, 3.05, 3.06, 6.04, 7.02, 7.03, 10.07 and 10.15 and 

this Article shall survive.

 Upon satisfaction and discharge of this Indenture as provided in this Section, the Trustee shall 

execute and deliver to the Company such instruments as, in the judgment of the Company, shall be 

necessary, desirable or appropriate to effect or evidence the satisfaction and discharge of this 

Indenture.

SECTION 8.03. Application of Trust Money.

 Neither the Eligible Obligations nor the money deposited pursuant to Section 8.01, nor the 

principal or interest payments on any such Eligible Obligations, shall be withdrawn or used for any 

purpose other than, and shall be held in trust for, the payment of the principal of and premium, if any, 

and interest, if any, on the Bonds or portions of principal amount thereof in respect of which such 

deposit was made, all subject, however, to the provisions of Section 7.03; provided, however, that any 

cash received from such principal or interest payments on such Eligible Obligations, if not then needed 

for such purpose, shall, to the extent practicable and upon Company Request and delivery to the 

Trustee of the documents referred to in subclause (y) of clause (c) in Section 8.01, be invested pursuant 

to a Company Order in Eligible Obligations of the type described in clause (b) in Section 8.01 

maturing at such times and in such amounts as shall be sufficient, together with any other moneys and 

the proceeds of any other Eligible Obligations then held by the Trustee, to pay when due the principal 

of and premium, if any, and interest, if any, due and to become due on such Bonds or portions thereof 

on and prior to the Maturity thereof, and interest earned from such reinvestment shall be paid over to 

the Company as received; and provided, further, that any moneys held in accordance with this Section 

on the Maturity of all such Bonds in excess of the amount required to pay the principal of and 

premium, if any, and interest, if any, then due on such Bonds shall be paid over to the Company.

ARTICLE IX

EVENTS OF DEFAULT; REMEDIES

SECTION 9.01. Events of Default.

 “Event of Default”, wherever used herein with respect to the Bonds, means any of the following 

events which shall have occurred and be continuing:

 (a) the failure to pay interest, if any, on any Bond within thirty (30) days after the same 

becomes due and payable; or

 

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 (b) the failure to pay the principal of or sinking fund installment, if any, or premium, if any, 

on any Bond after the same becomes due and payable; or

 (c) the failure to perform or breach of any covenant or warranty of the Company in this 

Indenture (other than a covenant or warranty a default in the performance of which or breach of which 

is elsewhere in this Section specifically dealt with) for a period of ninety (90) days after there has been 

given, by registered or certified mail, return receipt requested, to the Company by the Trustee, or to the 

Company and the Trustee by the Holders of at least thirty-three percent (33%) in principal amount of 

the Bonds then Outstanding, a written notice specifying such default or breach and requiring it to be 

remedied and stating that such notice is a “Notice of Default” hereunder, unless the Trustee, or the 

Trustee and the Holders of a principal amount of Bonds not less than the principal amount of Bonds 

the Holders of which gave such notice, as the case may be, shall agree in writing to an extension of 

such period prior to its expiration; or

 (d) the entry by a court having jurisdiction in the premises of (i) a decree or order for relief in 

respect of the Company in an involuntary case or proceeding under any applicable federal or state 

bankruptcy, insolvency, reorganization or other similar law or (ii) a decree or order adjudging the 

Company a bankrupt or insolvent, or approving as properly filed a petition by one or more Persons 

other than the Company seeking reorganization, arrangement, adjustment or composition of or in 

respect of the Company under any applicable federal or state bankruptcy, insolvency or other similar 

law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar 

official for the Company or for any substantial part of its property, or ordering the winding up or 

liquidation of its affairs, and any such decree or order for relief or any such other decree or order shall 

have remained unstayed and in effect for a period of ninety (90) consecutive days; or

 (e) the commencement by the Company of a voluntary case or proceeding under any 

applicable federal or state bankruptcy, insolvency, reorganization or other similar law or of any other 

case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Company to the 

entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding 

under any applicable federal or state bankruptcy, insolvency or other similar law or to the 

commencement of any bankruptcy or insolvency case or proceeding against the Company, or the filing 

by the Company of a petition or answer or consent seeking reorganization or relief under any 

applicable federal or state bankruptcy, insolvency or other similar law, or the consent by the Company 

to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, 

liquidator, assignee, trustee, sequestrator or similar official of the Company or of any substantial part 

of its property, or the making by the Company of a general assignment for the benefit of creditors, or 

an admission in writing by the Company of its inability to pay its debts generally as they become due; 

or

 (f) the occurrence of any event of default as defined in any mortgage, indenture or instrument 

under which there may be issued, or by which there may be secured or evidenced, any Debt of the 

Company, whether such Debt existed on the Initial Issuance Date or shall thereafter be created, if such 

event of default:

 (i) is caused by a failure to pay principal after final maturity of such Debt after the expiration of 

the grace period provided in such Debt (a “Payment Default”), or

 (ii) results in the acceleration of such Debt prior to its express maturity,

 

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and in each case, the principal amount of any such Debt, together with the principal amount of any 

other such Debt under which there has been a Payment Default or the maturity of which has been so 

accelerated, aggregates $100,000,000 or more.

For purposes of Section 9.01(f), the amount of $100,000,000 shall be increased in any calendar year 

subsequent to 2004 by the same percentage increase in the CPI Index for the period commencing 

January 1, 2004 and ending on January 1 of the applicable calendar year.

SECTION 9.02. Acceleration of Maturity; Rescission and Annulment.

 If an Event of Default shall have occurred and be continuing, then in every such case the Trustee 

or the Holders of not less than thirty-three percent (33%) in aggregate principal amount of Bonds then 

Outstanding, considered as one class, may declare the principal amount (or, if any of the Bonds are 

Discount Bonds, such portion of the principal amount of such Bonds as may be specified in the terms 

thereof as contemplated by Section 3.01) of all Bonds then Outstanding to be due and payable 

immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon 

such declaration such principal amount (or specified amount), together with premium, if any, and 

accrued interest, if any, thereon, shall become immediately due and payable; provided, however, that 

with respect to an Event of Default described in Section 9.01(d) or (e), the principal amount (or, if any 

of the Bonds are Discount Bonds, such portion of the principal amount of such Bonds as may be 

specified in the terms thereof as contemplated by Section 3.01) of all Bonds then Outstanding shall be 

due and payable immediately without further action by the Trustee or Holders.

 At any time after such a declaration of acceleration of the Maturity of the Bonds then 

Outstanding shall have been made, but before a judgment or decree for payment of the money due 

shall have been obtained by the Trustee as provided in this Article, the Event or Events of Default 

giving rise to such declaration of acceleration shall, without further act and notwithstanding anything 

to the contrary in Section 316(a) of the Trust Indenture Act, be deemed to have been waived, and such 

declaration and its consequences shall, without further act, be deemed to have been rescinded and 

annulled, if

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

 (i) all overdue interest, if any, on all Bonds then Outstanding;

 (ii) the principal of and premium, if any, on any Bonds then Outstanding which have 

become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates 

prescribed therefor in such Bonds; and

 (iii) all amounts due to the Trustee under Section 10.07; and

 (b) any other Event or Events of Default, other than the non-payment of the principal of Bonds 

which shall have become due solely by such declaration of acceleration, shall have been cured or 

waived as provided in Section 9.13.

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

thereon.

SECTION 9.03. Collection of Indebtedness and Suits for Enforcement by Trustee.

 

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 If an Event of Default described in clause (a) or (b) of Section 9.01 shall have occurred and be 

continuing, the Company shall, upon demand of the Trustee, pay to it, for the benefit of the Holders of 

the Bonds with respect to which such Event of Default shall have occurred, the whole amount then due 

and payable on such Bonds for principal and premium, if any, and interest, if any, and, in addition 

thereto, such further amount as shall be sufficient to cover any amounts due to the Trustee under 

Section 10.07.

 If the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its 

own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the 

sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce 

the same against the Company or any other obligor upon such Bonds and collect the moneys adjudged 

or decreed to be payable in the manner provided by law out of the property of the Company or any 

other obligor upon such Bonds, wherever situated. No recovery of any such judgment by the Trustee 

shall affect or impair any rights, powers or remedies of the Trustee hereunder, or any rights, powers or 

remedies of the Holders of the Bonds.

SECTION 9.04. Application of Money Collected.

 Any money collected by the Trustee pursuant to this Article, including amounts collected 

pursuant to Section 9.03 (after the deductions therein provided) shall be applied in the following order, 

to the extent permitted by law, at the date or dates fixed by the Trustee and, in case of the distribution 

of such money on account of principal or premium, if any, or interest, if any, upon presentation of the 

Bonds 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 10.07;

 Second: To the payment of the whole amount then due and unpaid upon the Outstanding 

Bonds for principal and premium, if any, and interest, if any, in respect of which or for the benefit of 

which such money has been collected; and in case such proceeds shall be insufficient to pay in full the 

whole amount so due and unpaid upon such Bonds, then to the payment of such principal and interest, 

if any, thereon without any preference or priority, ratably according to the aggregate amount so due 

and unpaid, with any balance then remaining to the payment of premium, if any, and, if so specified as 

contemplated by Section 3.01 with respect to the Bonds of any series, or any Tranche thereof, interest, 

if any, on overdue premium, if any, and overdue interest, if any, ratably as aforesaid, all to the extent 

permitted by applicable law; provided, however, that any money collected by the Trustee pursuant to 

Section 9.03 shall first be applied to the payment of interest accrued on the principal of Outstanding 

Bonds; and

 Third: To the payment of the remainder, if any, to the Company or to whomsoever may be 

lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

SECTION 9.05. Trustee May File Proofs of Claim.

 In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, 

arrangement, adjustment, composition or other judicial proceeding relative to the Company or any 

other obligor upon the Bonds or the property of the Company or of such other obligor or their 

creditors, the Trustee (irrespective of whether the principal of the Bonds shall then be due and payable 

as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have 

made any demand on the Company for the payment of overdue principal or interest) shall be entitled 

and empowered, by intervention in such proceeding or otherwise,

 

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 (a) to file and prove a claim for the whole amount of principal, premium, if any, and interest, 

if any, owing and unpaid in respect of the Bonds and to file such other papers or documents as may be 

necessary or advisable in order to have the claims of the Trustee (including any claim for amounts due 

to the Trustee under Section 10.07) and of the Holders allowed in such judicial proceeding, and

 (b) to collect and receive any moneys or other property payable or deliverable on any such 

claims and to distribute the same;

 and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in 

any such judicial proceeding is hereby authorized by each Holder to make such payments to the 

Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the 

Holders, to pay to the Trustee any amounts due it under Section 10.07.

 Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or 

accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or 

composition affecting the Bonds or the rights of any Holder thereof or to authorize the Trustee to vote 

in respect of the claim of any Holder in any such proceeding.

SECTION 9.06. Trustee May Enforce Claims Without Possession of Bonds.

 All rights of action and claims under this Indenture or on the Bonds may be prosecuted and 

enforced by the Trustee without the possession of any of the Bonds or the production thereof in any 

proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its 

own name as trustee of an express trust, and any recovery of judgment shall, after provision for the 

payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its 

agents and counsel, be for the ratable benefit of the Holders in respect of which such judgment has 

been recovered.

SECTION 9.07. Limitation on Suits.

 No Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to 

this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, 

unless:

 (a) such Holder shall have previously given written notice to the Trustee of a continuing Event 

of Default;

 (b) the Holders of at least thirty-three percent (33%) in aggregate principal amount of the 

Bonds then Outstanding shall have made written request to the Trustee to institute proceedings in 

respect of such Event of Default in its own name as Trustee hereunder;

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

costs, expenses and liabilities to be incurred in compliance with such request;

 (d) the Trustee for sixty (60) days after its receipt of such notice, request and offer of 

indemnity shall have failed to institute any such proceeding; and

 (e) no direction inconsistent with such written request shall have been given to the Trustee 

during such sixty (60) day period by the Holders of at least a majority in aggregate principal amount of 

the Bonds then Outstanding;

 

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

 Notwithstanding any other provision in this Indenture, the Holder of any Bond shall have the 

right, which is absolute and unconditional, to receive payment of the principal of and premium, if any, 

and (subject to Section 3.07) interest, if any, on such Bond on the Stated Maturity or Maturities 

expressed in such Bond (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 9.09. Restoration of Rights and Remedies.

 If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under 

this Indenture and such proceeding shall have been discontinued or abandoned for any reason, or shall 

have been determined adversely to the Trustee or to such Holder, then and in every such case, subject 

to any determination in such proceeding, the Company, the Trustee and such Holder shall be restored 

severally and respectively to their former positions hereunder and thereafter all rights and remedies of 

the Trustee and such Holder shall continue as though no such proceeding had been instituted.

SECTION 9.10. Rights and Remedies Cumulative.

 Except as otherwise provided in the last paragraph of Section 3.06, no right or remedy herein 

conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other 

right or remedy, and every right and remedy shall, to the extent permitted by law, 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 9.11. Delay or Omission Not Waiver.

 No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing 

upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such 

Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to 

the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed 

expedient, by the Trustee or by the Holders, as the case may be.

SECTION 9.12 Control by Holders of Bonds.

 If an Event of Default shall have occurred and be continuing, the Holders of not less than a 

majority in principal amount of the Bonds then Outstanding shall have the right to direct the time, 

method and place of conducting any proceeding for any remedy available to the Trustee, or exercising 

any trust or power conferred on the Trustee hereunder; provided, however, that

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

not involve the Trustee in personal liability in circumstances where indemnity would not, in the 

Trustee’s sole discretion, be adequate, and

 

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 (b) the Trustee may take any other action deemed proper by the Trustee which is not 

inconsistent with such direction.

SECTION 9.13. Waiver of Past Defaults.

 Before a judgment or decree for payment of the money due shall have been obtained by the 

Trustee as in this Article provided, the Holders of not less than a majority in principal amount of the 

Bonds then Outstanding may on behalf of the Holders of all the Bonds then Outstanding waive any 

past default hereunder and its consequences, except a default

 (a) in the payment of the principal of or premium, if any, or interest, if any, on any Bond 

Outstanding, or

 (b) in respect of a covenant or provision hereof which under Section 13.02 cannot be modified 

or amended without the consent of the Holder of each Outstanding Bond of any series or Tranche 

affected.

 Upon any such waiver, such default shall cease to exist, and any and all Events of Default arising 

therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver 

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

SECTION 9.14. Undertaking for Costs.

 The Company and the Trustee agree, and each Holder of Bonds by its acceptance thereof shall 

be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement 

of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, 

suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay 

the costs of such suit, and that such court may in its discretion assess reasonable costs, including 

reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and 

good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall 

not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit 

instituted by any Holder, or group of Holders, holding in the aggregate more than ten percent (10%) in 

aggregate principal amount of the Bonds then Outstanding, or to any suit instituted by any Holder for 

the enforcement of the payment of the principal of or premium, if any, or interest, if any, on any Bond 

on or after the Stated Maturity or Maturities expressed in such Bond (or, in the case of redemption, on 

or after the Redemption Date).

SECTION 9.15. Waiver of Stay and 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 stay 

or extension law, now or hereafter in effect, in order to prevent or hinder the enforcement of this 

Indenture; and the Company, for itself and all who may claim under it, so far as it or they now or 

hereafter may lawfully do so, hereby waives the benefit of all such laws.

ARTICLE X

THE TRUSTEE

SECTION 10.01. Certain Duties and Responsibilities.

 

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

 (i) the Trustee undertakes to perform such duties and only such duties as are specifically 

set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture 

against the Trustee; and

 (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth 

of the statements and the correctness of the opinions expressed therein, upon certificates or opinions 

furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any 

such certificates or opinions which by any provisions hereof are specifically required to be furnished to 

the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they 

conform to the requirements of this Indenture.

 (b) In case an Event of Default shall have occurred and be continuing, the Trustee shall 

exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care 

and skill in their exercise, as a prudent person would exercise or use under the circumstances in the 

conduct of such person’s own affairs.

 (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its 

own negligent action, its own negligent failure to act, or its own willful misconduct or its own bad 

faith, except that:

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

 (ii) the Trustee shall not be liable for any error of judgment made in good faith by a 

Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the 

pertinent facts;

 (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken 

by it in good faith in accordance with the direction of the Holders of a majority in principal amount of 

the Outstanding Bonds, as provided herein, relating to the time, method and place of conducting any 

proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon 

the Trustee, under this Indenture; and

 (iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds 

or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the 

exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment 

of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

 (d) Whether or not therein expressly so provided, every provision of this Indenture relating to 

the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the 

provisions of this Section.

SECTION 10.02. Notice of Defaults.

 Within ninety (90) days after the occurrence of any default hereunder, the Trustee shall transmit 

by mail to all Holders notice of such default hereunder known to the Trustee, unless such default shall 

have been cured or waived; provided, however, that, except in the case of a default in the payment of 

the principal of (or premium, if any) or interest, if any, on any Bond, or in the payment of any sinking 

fund installment with respect to a Bond, the Trustee shall be protected in withholding such notice if 

and so long as the board of directors, executive committee or a trust committee of directors or a 

 

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Responsible Officer of the Trustee in good faith determine that the withholding of such notice is in the 

interest of the Holders; provided, further, that, in the case of any default of the character specified in 

Section 9.01(c), no such notice to Holders shall be given until at least sixty (60) 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.

 The Trustee shall not be deemed to have knowledge of any default specified in Section 9.01(c), 

9.01(d) or 9.01(e) hereunder unless and until a Responsible Officer shall have actual knowledge 

thereof, or shall have received written notice thereof at its Corporate Trust Office. In the absence of 

such actual knowledge or notice, the Trustee may conclusively assume that no such default has 

occurred and is continuing under this Indenture. Except as otherwise expressly provided herein, the 

Trustee shall not be bound to ascertain or inquire as to the performance or observance of any of the 

terms, conditions, covenants or agreements herein or of any of the documents executed in connection 

with Bonds issued hereunder, or as to the existence of a default or Event of Default hereunder.

SECTION 10.03. Certain Rights of Trustee.

 Subject to the provisions of Section 10.01 and to the applicable provisions of the Trust Indenture 

Act:

 (a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from 

acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, 

consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document 

believed by it to be genuine and to have been signed or presented by the proper party or parties;

 (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced 

by a Company Request or Company Order, or as otherwise expressly provided herein, and any 

resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

 (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a 

matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee 

(unless other evidence is specifically prescribed herein) may, in the absence of bad faith on its part, 

conclusively rely upon an Officer’s Certificate;

 (d) the Trustee may consult with counsel and the advice of such counsel or any Opinion of 

Counsel shall be full and complete authorization and protection in respect of any action taken, suffered 

or omitted by it hereunder in good faith and in reliance thereon;

 (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it 

by this Indenture at the request or direction of any Holder pursuant to this Indenture, unless such 

Holder shall have offered to the Trustee reasonable security or indemnity against the costs, expenses 

and liabilities which might be incurred by it in compliance with such request or direction;

 (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in 

any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, 

order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the 

Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it 

may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall 

(subject to applicable legal requirements) be entitled to examine, during normal business hours, the 

books, records and premises of the Company, personally or by agent or attorney;

 

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

hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible 

for any misconduct or negligence on the part of any agent or attorney appointed with due care by it 

hereunder.

SECTION 10.04. Not Responsible for Recitals or Issuance of Bonds or Application of 

Proceeds.

 The recitals contained herein and in the Bonds (except the Trustee’s certificate of authentication 

on the Bonds) 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 genuineness of any securities at any time deposited with the 

Trustee hereunder, or as to the validity or sufficiency of this Indenture or of the Bonds. The Trustee 

shall not be accountable for the use or application by the Company of the Bonds or the proceeds 

thereof or of any money paid to the Company or upon Company Order under any provision hereof. 

Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the 

Company of Bonds or the proceeds thereof.

SECTION 10.05. May Hold Bonds.

 Each of the Trustee, any Authenticating Agent, any Paying Agent, any Bond Registrar or any 

other agent of the Company or the Trustee, in its individual or any other capacity, may become the 

owner or pledgee of Bonds and, subject to Sections 10.08 and 10.13, may otherwise deal with the 

Company with the same rights it would have if it were not such Trustee, Authenticating Agent, Paying 

Agent, Bond Registrar or other agent.

SECTION 10.06. Money Held in Trust.

 Money held by the Trustee in trust hereunder need not be segregated from other funds, except to 

the extent required by law or as otherwise provided in this Indenture. The Trustee shall be under no 

liability for interest on or investment of any money received by it hereunder (provided that the Trustee 

has invested such money in accordance with a Company Order) except as expressly provided herein or 

otherwise agreed with, and for the sole benefit of, the Company.

SECTION 10.07. Compensation and Reimbursement.

 The Company agrees

 (a) to pay to the Trustee from time to time reasonable compensation for all services rendered 

by it hereunder (which compensation shall not be limited by any provision of law in regard to the 

compensation of a trustee of an express trust);

 (b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request 

for all reasonable expenses, disbursements and advances incurred or made by the Trustee in 

accordance with any provision of this Indenture (including the reasonable compensation and the 

expenses and disbursements of its agents and counsel), except to the extent that any such expense, 

disbursement or advance may be attributable to its negligence, willful misconduct or bad faith; and

 (c) to indemnify the Trustee (which for purposes of this Section shall include its officers, 

directors, employees and agents) and hold it harmless from and against any loss, liability or expense 

reasonably incurred without negligence, willful misconduct or bad faith on its part, arising out of or in 

 

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connection with the acceptance or administration of the trust or trusts hereunder or the exercise or 

performance of its duties hereunder, including the 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. “Trustee” for purposes of this Section shall include any predecessor Trustee; provided, 

however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect 

the rights of any other Trustee hereunder.

 In addition and without prejudice to the rights provided to the Trustee under any of the 

provisions of this Indenture, when the Trustee incurs expenses or renders services in connection with 

an Event of Default specified in Section 9.01(d) or Section 9.01(e), the expenses (including the 

reasonable charges and expenses of its counsel) and the compensation for the services are intended to 

constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or 

other similar law.

 The provisions of this Section shall survive the termination of this Indenture and the resignation 

or removal of the Trustee.

SECTION 10.08. Disqualification; Conflicting Interests.

 If the Trustee shall have or acquire any conflicting interest within the meaning of the Trust 

Indenture Act, it shall either eliminate such conflicting interest or resign to the extent, in the manner 

and with the effect, and subject to the conditions, provided in the Trust Indenture Act and this 

Indenture. For purposes of Section 310(b)(1) of the Trust Indenture Act and to the extent permitted 

thereby, the Trustee, in its capacity as trustee in respect of the Bonds of any series, shall not be deemed 

to have a conflicting interest arising from its capacity as trustee in respect of the Bonds of any other 

series.

SECTION 10.09. Corporate Trustee Required; Eligibility.

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

 (i) a corporation organized and doing business under the laws of the United States, any 

state or territory thereof or the District of Columbia, authorized under such laws to exercise corporate 

trust powers, having a combined capital and surplus of at least Fifty Million Dollars ($50,000,000) and 

subject to supervision or examination by federal or state authority, or

 (ii) if and to the extent permitted by the Commission by rule, regulation or order upon 

application, a corporation or other Person organized and doing business under the laws of a foreign 

government, authorized under such laws to exercise corporate trust powers, having a combined capital 

and surplus of at least Fifty Million Dollars ($50,000,000) or the Dollar equivalent of the applicable 

foreign currency and subject to supervision or examination by authority of such foreign government or 

a political subdivision thereof substantially equivalent to supervision or examination applicable to 

United States institutional trustees,

and, in either case, qualified and eligible under this Article and the Trust Indenture Act. If such 

corporation publishes reports of condition at least annually, pursuant to law or to the requirements of 

such supervising or examining authority, then for the purposes of this Section, the combined capital 

and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in 

its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in 

accordance with the provisions of this Section, it shall resign immediately in the manner and with the 

effect hereinafter specified in this Article.

 

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SECTION 10.10. Resignation and Removal; Appointment of Successor.

 (a) No resignation or removal of the Trustee and no appointment of a successor Trustee 

pursuant to this Article shall become effective until the acceptance of appointment by the successor 

Trustee in accordance with the applicable requirements of Section 10.11.

 (b) The Trustee may resign at any time by giving written notice thereof to the Company. If 

the instrument of acceptance by a successor Trustee required by Section 10.11 shall not have been 

delivered to the Trustee within thirty (30) days after the giving of such notice of resignation, the 

resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor 

Trustee.

 (c) The Trustee may be removed at any time by Act of the Holders of a majority in principal 

amount of the Bonds then Outstanding delivered to the Trustee and to the Company.

 (d) If at any time:

 (i) the Trustee shall fail to comply with Section 10.08 after written request therefor by the 

Company or by any Holder who has been a bona fide Holder for at least six (6) months, or

 (ii) the Trustee shall cease to be eligible under Section 10.09 or Section 310(a) of the Trust 

Indenture Act and shall fail to resign after written request therefor by the Company or by any such 

Holder, or

 (iii) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or 

insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall 

take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, 

conservation or liquidation,

then, in any such case, (x) the Company by a Board Resolution may remove the Trustee or (y) subject 

to Section 9.14, any Holder who has been a bona fide Holder for at least six (6) months may, on behalf 

of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of 

the Trustee and the appointment of a successor Trustee or Trustees.

 (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall 

occur in the office of Trustee for any cause (other than as contemplated in clause (y) in subsection (d) 

of this Section), the Company, by a Board Resolution, shall take prompt steps to appoint a successor 

Trustee or Trustees and shall comply with the applicable requirements of Section 10.11. If, within one 

(1) year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor 

Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Bonds then 

Outstanding delivered to the Company and the retiring Trustee, the successor Trustee so appointed 

shall, forthwith upon its acceptance of such appointment in accordance with the applicable 

requirements of Section 10.11, become the successor Trustee and to that extent supersede the successor 

Trustee appointed by the Company. If no successor Trustee shall have been so appointed by the 

Company or the Holders and accepted appointment in the manner required by Section 10.11, the 

Holders of at least ten percent (10%) in aggregate principal amount of the then Outstanding Bonds may 

petition any court of competent jurisdiction for the appointment of a successor Trustee.

 (f) So long as no event which is, or after notice or lapse of time, or both, would become, an 

Event of Default shall have occurred and be continuing, if the Company shall have delivered to the 

Trustee (i) a Board Resolution appointing a successor Trustee, effective as of a date specified therein, 

 

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and (ii) an instrument of acceptance of such appointment, effective as of such date, by such successor

Trustee in accordance with Section 10.11, the Trustee shall be deemed to have resigned as 

contemplated in subsection (b) of this Section, the successor Trustee shall be deemed to have been 

appointed pursuant to subsection (e) of this Section and such appointment shall be deemed to have 

been accepted as contemplated in Section 10.11, all as of such date, and all other provisions of this 

Section and Section 10.11 shall be applicable to such resignation, appointment and acceptance except 

to the extent inconsistent with this subsection (f).

 (g) The Company shall give notice of each resignation and each removal of the Trustee and 

each appointment of a successor Trustee by mailing written notice of such event by first-class mail, 

postage prepaid, to all Holders as their names and addresses appear in the Bond Register. Each notice 

shall include the name of the successor Trustee and the address of its Corporate Trust Office.

SECTION 10.11. Acceptance of Appointment by Successor.

 (a) In case of the appointment hereunder of a successor Trustee, every such successor Trustee 

so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an 

instrument accepting such appointment, and thereupon the resignation or removal of the retiring 

Trustee shall become effective and such successor Trustee, without any further act, deed or 

conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee. 

Such retiring Trustee shall execute and deliver an instrument transferring to such successor Trustee all 

the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such 

successor Trustee all property and money held by such retiring Trustee hereunder.

 (b) Upon request of any such successor Trustee, the Company shall execute any instruments 

which fully vest in and confirm to such successor Trustee all rights, powers and trusts referred to in 

subsection (a) of this Section.

 (c) No successor Trustee shall accept its appointment unless at the time of such acceptance 

such successor Trustee shall be qualified and eligible under this Article.

SECTION 10.12. 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 Bonds 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 Bonds so 

authenticated with the same effect as if such successor Trustee had itself authenticated such Bonds.

SECTION 10.13. Preferential Collection of Claims Against Company.

 If the Trustee shall be or become a creditor of the Company or any other obligor upon the Bonds 

(other than by reason of a relationship described in Section 311(b) of the Trust Indenture Act), the 

Trustee shall be subject to any and all applicable provisions of the Trust Indenture Act regarding the 

collection of claims against the Company or such other obligor.

SECTION 10.14. Co-Trustees and Separate Trustees.

 

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 At any time or times, for the purpose of meeting the legal requirements of any jurisdiction, the 

Company and the Trustee shall have power to appoint, and, upon the written request of the Trustee or 

of the Holders of at least thirty-three percent (33%) in principal amount of the Bonds then Outstanding, 

the Company shall for such purpose join with the Trustee in the execution and delivery of all 

instruments and agreements necessary or proper to appoint, one or more Persons approved by the 

Trustee and, if no Event of Default shall have occurred and be continuing, by the Company either to 

act as co-trustee under this Indenture, jointly with the Trustee, or to act as separate trustee under this 

Indenture, in either case with such powers as may be provided in the instrument of appointment, and to 

vest in such Person or Persons, in the capacity aforesaid, any property, title, right or power deemed 

necessary or desirable, subject to the other provisions of this Section. If the Company does not join in 

such appointment within fifteen (15) days after the receipt by it of a request so to do, or if an Event of 

Default shall have occurred and be continuing, the Trustee alone shall have power to make such 

appointment.

 Should any written instrument or instruments from the Company be required by any co-trustee 

or separate trustee so appointed to more fully confirm to such co-trustee or separate trustee such 

property, title, right or power, any and all such instruments shall, on request, be executed, 

acknowledged and delivered by the Company.

 Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, 

be appointed subject to the following conditions:

 (i) the Bonds shall be authenticated and delivered, and all rights, powers, duties and 

obligations hereunder in respect of the custody of securities, cash and other personal property held by 

the Trustee hereunder shall be exercised solely by the Trustee;

 (ii) the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee 

shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee 

and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such 

co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any 

particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, 

in which event such rights, powers, duties and obligations shall be exercised and performed by such 

co-trustee or separate trustee;

 (iii) the Trustee at any time, by an instrument in writing executed by it, with the 

concurrence of the Company, may accept the resignation of or remove any co-trustee or separate 

trustee appointed under this Section, and, if an Event of Default shall have occurred and be continuing, 

the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate 

trustee without the concurrence of the Company. Upon the written request of the Trustee, the 

Company shall join with the Trustee in the execution and delivery of all instruments and agreements 

necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or 

separate trustee so resigned or removed may be appointed in the manner provided in this Section;

 (iv) neither the Trustee nor any co-trustee or separate trustee hereunder shall be personally 

liable by reason of any act or omission of any other trustee hereunder; and

 (v) any Act of Holders delivered to the Trustee shall be deemed to have been delivered to 

each such co-trustee and separate trustee.

SECTION 10.15. Appointment of Authenticating Agent.

 

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 The Trustee may appoint an Authenticating Agent or Agents with respect to the Bonds of one or

more series, or any Tranche thereof, which shall be authorized to act on behalf of the Trustee to 

authenticate Bonds of such series or Tranche issued upon original issuance, exchange, registration of 

transfer or partial redemption thereof or pursuant to Section 3.06, and Bonds 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 Bonds by the Trustee or the Trustee’s certificate of authentication, such 

reference shall be deemed to include authentication and delivery on behalf of the Trustee by an 

Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an 

Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all 

times be a corporation organized and doing business under the laws of the United States, any state or 

territory thereof or the District of Columbia or the Commonwealth of Puerto Rico, authorized under 

such laws to act as Authenticating Agent, having a combined capital and surplus of not less than Fifty 

Million Dollars ($50,000,000) and subject to supervision or examination by federal or state authority. 

If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the 

requirements of said supervising or examining authority, then for the purposes of this Section, the 

combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital 

and surplus as set forth in its most recent report of condition so published. If at any time an 

Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such 

Authenticating Agent shall resign immediately in the manner and with the effect specified in this 

Section.

 Any 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 all or substantially 

all of the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be 

an Authenticating Agent, provided such corporation 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.

 The provisions of Sections 3.03, 10.04 and 10.05 shall be applicable to each Authenticating 

Agent.

 If an appointment with respect to the Bonds of one or more series, or any Tranche thereof, shall 

be made pursuant to this Section, the Bonds of such series or Tranche may have endorsed thereon, in 

 

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addition to the Trustee’s certificate of authentication, an alternate certificate of authentication 

substantially in the following form:

 This is one of the Bonds of the series designated therein referred to in the within-mentioned 

Indenture.

 ___________________________, as Trustee

 By 

 As Authenticating Agent

 By 

 Authorized Officer

 If all of the Bonds of a series may not be originally issued at one time, and if the Trustee does 

not have an office capable of authenticating Bonds upon original issuance located in a Place of 

Payment where the Company wishes to have Bonds of such series authenticated upon original 

issuance, the Trustee, if so requested by the Company in writing (which writing need not comply with 

Section 1.02 and need not be accompanied by an Opinion of Counsel), shall appoint, in accordance 

with this Section and in accordance with such procedures as shall be acceptable to the Trustee, an 

Authenticating Agent having an office in a Place of Payment designated by the Company with respect 

to such series of Bonds.

SECTION 10.16. Further Assurances.

 On the Release Date, the lien of the Prior Indenture was discharged, cancelled, terminated and 

satisfied, and as a result, all Bonds are unsecured obligations of the Company. To the extent necessary 

to evidence or make effective such discharge, cancellation, termination and satisfaction, the Trustee 

shall, promptly upon request of the Company, (i) authorize, execute and deliver to the order of the 

Company such documents or instruments as, in the judgment of the Company, may be necessary, 

desirable or appropriate to discharge, cancel, terminate and satisfy the lien of the Prior Indenture, and 

(ii) execute and deliver to the Company such deeds, termination statements and other documents and 

instruments as, in the judgment of the Company, may be necessary, desirable or appropriate to release, 

quitclaim or otherwise turn over to the Company all Mortgaged Property (as defined in the Prior 

Indenture).

ARTICLE XI

LISTS OF HOLDERS; REPORTS BY TRUSTEE AND COMPANY

SECTION 11.01. Lists of Holders.

 Semiannually, not less than forty-five (45) days nor more than sixty (60) days after June 1 and 

December 1 in each year, commencing 2004, and at such other times as the Trustee may request in 

writing, the Company shall furnish or cause to be furnished to the Trustee, information as to the names 

and addresses of the Holders as of a date no more than fifteen (15) days prior to the date such 

information is so furnished, and the Trustee shall preserve such information and similar information 

received by it in any other capacity and afford to the Holders access to information so preserved by it, 

all to such extent, if any, and in such manner as shall be required by the Trust Indenture Act; provided, 

however, that no such list need be furnished so long as the Trustee shall be the Bond Registrar.

 

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SECTION 11.02. Reports by Trustee and Company.

 Not later than July 15 in each year, commencing July 15, 2005, the Trustee shall transmit to the 

Holders, the Commission and each securities exchange upon which any Bonds are listed a report, dated 

as of the next preceding May 15, with respect to any events and other matters described in Section 313

(a) of the Trust Indenture Act, in such manner and to the extent required by the Trust Indenture Act. 

The Trustee shall transmit to the Holders, the Commission and each securities exchange upon which 

any Bonds are listed, and the Company shall file with the Trustee (within thirty (30) days after filing 

with the Commission in the case of reports which pursuant to the Trust Indenture Act must be filed 

with the Commission and furnished to the Trustee) and cause to be transmitted to the Holders, such 

other information, reports and other documents, if any, at such times and in such manner, as shall be 

required by the Trust Indenture Act. Delivery of such reports, information and documents to the 

Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute 

constructive notice of any information contained therein or determinable from information contained 

therein, including the Company’s compliance with any of its covenants hereunder (as to which the 

Trustee is entitled to rely exclusively on Officers’ Certificates). The Company shall notify the Trustee 

of the listing of any Bonds on any securities exchange.

ARTICLE XII

CONSOLIDATION, MERGER, CONVEYANCE OR OTHER TRANSFER

SECTION 12.01. Company May Consolidate, etc., Only on Certain Terms.

 The Company shall not consolidate with or merge with or into any other Person, or convey, or 

otherwise transfer, or lease, all or substantially all of the Principal Property to any Person, unless:

 (a) the Person formed by such consolidation or into which the Company is merged or the 

Person which acquires by conveyance or other transfer, or which leases, all or substantially all of the 

Principal Property shall be a corporation, shall be organized and existing under the laws of the United 

States, any state thereof or the District of Columbia (such corporation being hereinafter sometimes 

called the “Successor Corporation”) and shall execute and deliver to the Trustee an indenture 

supplemental hereto, in form reasonably satisfactory to the Trustee, which in the case of a 

consolidation, merger, conveyance or other transfer, or in the case of a lease if the term thereof extends 

beyond the last Stated Maturity of the Bonds then Outstanding, contains an assumption by the 

Successor Corporation of the due and punctual payment of the principal of and premium, if any, and 

interest, if any, on all the Bonds then Outstanding and the performance and observance of every 

covenant and condition of this Indenture to be performed or observed by the Company, and

 (b) in the case of a lease, such lease shall be made expressly subject to termination by the 

Company or by the Trustee at any time during the continuance of an Event of Default, and

 (c) immediately after giving effect to such transaction and treating any indebtedness which 

becomes an obligation of the Company as a result of such transaction as having been incurred by the 

Company at the time of such transaction, no Default or Event of Default shall have occurred and be 

continuing; and

 (d) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of 

Counsel, each stating that the merger, consolidation, conveyance, lease or transfer, as the case may be, 

fully complies with all provisions of this Indenture; provided, however, that the delivery of such an 

 

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Officer’s Certificate and Opinion of Counsel shall not be required with respect to any merger, 

consolidation, conveyance, transfer or lease between the Company and any of its wholly-owned 

Subsidiaries.

 Notwithstanding the foregoing, the Company may merge or consolidate with or transfer all or 

substantially all of its assets to an Affiliate that has no significant assets or liabilities and was formed 

solely for the purpose of changing the jurisdiction of organization of the Company or the form of 

organization of the Company or for the purpose of forming a holding company; provided that the 

amount of indebtedness of the Company is not increased thereby; and provided, further that the 

successor assumes all obligations of the Company under this Indenture.

SECTION 12.02. Successor Corporation Substituted.

 Upon any consolidation or merger or any conveyance or other transfer of all or substantially all 

of the Principal Property in accordance with Section 12.01, the Successor Corporation shall succeed to, 

and be substituted for, and may exercise every power and right of, the Company under this Indenture 

with the same effect as if such Successor Corporation had been named as the “Company” herein. 

Without limiting the generality of the foregoing, the Successor Corporation may execute and deliver to 

the Trustee, and thereupon the Trustee shall, subject to the provisions of Article V, authenticate and 

deliver, Bonds in accordance with the provisions hereof.

 All Bonds so executed by the Successor Corporation, and authenticated and delivered by the 

Trustee, shall in all respects be entitled to the benefits of this Indenture equally and ratably with all 

Bonds executed, authenticated and delivered prior to the time such consolidation, merger, conveyance 

or other transfer became effective.

 In case of any such consolidation, merger, sale, conveyance or lease, changes in phraseology and 

form may be made in the Bonds thereafter to be issued and the documentation thereafter to be 

delivered hereunder as may be appropriate to reflect such occurrence.

SECTION 12.03. Property of Successor Corporation.

 Unless, in the case of a consolidation, merger, conveyance or other transfer contemplated by 

Section 12.01, the indenture supplemental hereto contemplated in clause (a) in Section 12.01, or any 

other indenture, so provides, none of the properties:

 (a) owned by the Successor Corporation or any other party to such transaction (other than the 

Company) immediately prior to the time of effectiveness of such transaction or

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

transaction,

shall be or become Principal Property, except, in either case, Principal Property acquired from the 

Company in or as a result of such transaction and to the extent not constituting Excepted Property, 

improvements, extensions and additions to such Principal Property and renewals, replacements and 

substitutions of or for any part or parts of such Principal Property.

SECTION 12.04. Release of Company Upon Conveyance or Other Transfer.

 In the case of a conveyance or other transfer to any Person or Persons as contemplated in Section 

12.01, upon the satisfaction of all the conditions specified in Section 12.01, the Company (such term 

 

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being used in this Section without giving effect to such transaction) shall be released and discharged 

from all obligations and covenants under this Indenture and on and under all Bonds then Outstanding 

(unless the Company shall have delivered to the Trustee an instrument in which it shall waive such 

release and discharge) and the Trustee shall acknowledge in writing that the Company has been so 

released and discharged.

SECTION 12.05. Merger Into Company.

 (a) Nothing in this Indenture shall be deemed to prevent or restrict any consolidation or 

merger after the consummation of which the Company would be the surviving or resulting company or 

any conveyance or other transfer, or lease, of any part of the Principal Property which does not 

constitute the entirety, or substantially the entirety, thereof.

 (b) Unless, in the case of a consolidation or merger described in subsection (a) of this Section, 

an indenture supplemental hereto shall otherwise provide, none of the properties acquired by the 

Company in or as a result of such transaction or any improvements, extensions or additions to such 

properties or any renewals, replacements or substitutions of or for any part or parts thereof shall be or 

become Principal Property.

ARTICLE XIII

SUPPLEMENTAL INDENTURES

SECTION 13.01. Supplemental Indentures Without Consent of Holders.

 Without the consent of any Holders, the Company and the Trustee, at any time and from time to 

time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the 

Trustee, for any of the following purposes:

 (a) to evidence the succession of another Person to the Company and the assumption by any 

such successor of the covenants of the Company herein and in the Bonds, all as provided in Article 

XII; or

 (b) to add one or more covenants of the Company or other provisions for the benefit of all 

Holders or for the benefit of the Holders of, or to remain in effect only so long as there shall be 

Outstanding, Bonds of one or more specified series, or one or more specified Tranches thereof; or to 

surrender any right or power herein conferred upon the Company; or

 (c) to change or eliminate any provision of this Indenture or to add any new provision to this 

Indenture; provided, however, that if such change, elimination or addition shall adversely affect the 

interests of the Holders of Bonds of any series or Tranche in any material respect, such change, 

elimination or addition shall become effective with respect to such series or Tranche only when no 

Bond of such series or Tranche remains Outstanding; or

 (d) to establish the form or terms of Bonds of any series or Tranche as contemplated by 

Sections 2.01 and 3.01; or

 (e) to evidence and provide for the acceptance of appointment hereunder by a separate or 

successor Trustee with respect to the Bonds of one or more series and to add to or change any of the 

 

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provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the 

trusts hereunder by more than one Trustee, pursuant to the requirements of Section 10.11(b); or

 (f) to provide for the procedures required to permit the Company to issue, at its option, all or 

any series or Tranche of, the Bonds as uncertificated securities; or

 (g) to change any place or places where (1) the principal of and premium, if any, and interest, 

if any, on all or any series of Bonds, or any Tranche thereof, shall be payable, (2) all or any series of 

Bonds, or any Tranche thereof, may be surrendered for registration of transfer, (3) all or any series of 

Bonds, or any Tranche thereof, may be surrendered for exchange and (4) notices and demands to or 

upon the Company in respect of all or any series of Bonds, or any Tranche thereof, and this Indenture 

may be served; or

 (h) to cure any ambiguity, to correct or supplement any provision herein which may be 

defective or inconsistent with any other provision herein; or to make any other additions to, deletions 

from or other changes to the provisions under this Indenture, provided that such additions, deletions 

and/or other changes shall not materially adversely affect the interests of the Holders of Bonds of any 

series or Tranche in any material respect; or

 (i) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be 

necessary to continue the qualification of this Indenture under the Trust Indenture Act, or under any 

similar federal statute enacted after March 11, 2004, and to add to this Indenture such other provisions 

as may be expressly permitted by the Trust Indenture Act, excluding, however the provisions referred 

to in Section 316(a)(2) of the Trust Indenture Act as in effect on March 11, 2004 or any corresponding 

provision in any similar federal statute enacted after March 11, 2004; or

 (j) to supplement any of the provisions of this Indenture to such extent as shall be necessary to 

permit or facilitate the discharge of any series of Bonds pursuant to Section 8.02; provided that any 

such action shall not adversely affect the interests of the Holders of Bonds of such series or any other 

series of Bonds in any material respect; or

 (k) to comply with the rules or regulations of any securities exchange or automated quotation 

system on which any of the Bonds may be listed or traded.

 Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect on the 

Initial Issuance Date, or at any time thereafter shall be amended and

 (x) if any such amendment shall require one or more changes to any provisions hereof or 

the inclusion herein of any additional provisions, or shall by operation of law be deemed to effect such 

changes or incorporate such provisions by reference or otherwise, this Indenture shall be deemed to 

have been amended so as to conform to such amendment to the Trust Indenture Act, and the Company 

and the Trustee may, without the consent of any Holders, enter into an indenture supplemental hereto 

to evidence such amendment hereof; or

 (y) if any such amendment shall permit one or more changes to, or the elimination of, 

any provisions hereof which, as of March 11, 2004 or at any time thereafter, are required by the Trust 

Indenture Act to be contained herein or are contained herein to reflect any provisions of the Trust 

Indenture Act as in effect at such date, this Indenture shall be deemed to have been amended to effect 

such changes or elimination, and the Company and the Trustee may, without the consent of any 

Holders, enter into an indenture supplemental hereto to amend this Indenture to effect such changes or 

elimination.

 

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SECTION 13.02. Supplemental Indentures With Consent of Holders.

 Subject to the provisions of Section 13.01, with the consent of the Holders of not less than a 

majority in aggregate principal amount of the Bonds of all series then Outstanding under this 

Indenture, considered as one class, by Act of said Holders delivered to the Company and the Trustee, 

the Company and the Trustee may enter into an indenture or indentures supplemental hereto for the 

purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions 

of, this Indenture; provided, however, that if there shall be Bonds of more than one series Outstanding 

hereunder and if a proposed supplemental indenture shall directly affect the rights of the Holders of 

Bonds of one or more, but less than all, of such series, then the consent only of the Holders of not less 

than a majority in aggregate principal amount of the Outstanding Bonds of all series so directly 

affected, considered as one class, shall be required; and provided, further, that if the Bonds of any 

series shall have been issued in more than one Tranche and if a proposed supplemental indenture shall 

directly affect the rights of the Holders of Bonds of one or more, but less than all, of such Tranches, 

then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding 

Bonds of all Tranches so directly affected, considered as one class, shall be required; and provided, 

further, that no such supplemental indenture shall, without the consent of the Holder of each 

Outstanding Bond of each series or Tranche so directly affected:

 (a) except as otherwise specified in the form or terms of the Bonds of any series as permitted 

by Sections 2.01 and 3.01 with respect to extending the Stated Maturity of any Bond of such series, 

change the Stated Maturity of the principal of, or any installment of principal of or interest on, any 

Bond, or reduce the principal amount thereof or the rate of interest thereon (or the amount of any 

installment of interest thereon) or change the method of calculating such rate or reduce any premium 

payable thereon, or reduce the amount of the principal of any Discount Bond that would be due and 

payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 9.02, or change 

the coin or currency (or other property), in which any Bond or premium, if any, or interest, if any, 

thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or 

after the Maturity of any Bond, without, in any such case, the consent of the Holder of such Bond; or

 (b) reduce the percentage in principal amount of the Outstanding Bonds of any series, or any 

Tranche thereof, the consent of the Holders of which is required for any such supplemental indenture, 

or the consent of the Holders of which is required for any waiver of compliance with any provision of 

this Indenture or of any default hereunder and its consequences, or reduce the requirements of Section 

14.04 for quorum or voting; or

 (c) modify any of the provisions of this Section, Section 7.05 or Section 9.13 with respect to 

the Bonds of any series or any Tranche thereof (except to increase the percentages in principal amount 

referred to in this Section or such other Sections or to provide that other provisions of this Indenture 

cannot be modified or waived without the consent of the Holders of all Bonds of such series or 

Tranche) without, in any such case, the consent of the Holder of each Outstanding Bond of such series 

or Tranche; provided, however, that this clause shall not be deemed to require the consent of any 

Holder with respect to changes in the references to “the Trustee” and concomitant changes in this 

Section, or the deletion of this proviso, in accordance with the requirements of Section 13.01(e).

 A supplemental indenture which (x) changes or eliminates any covenant or other provision of 

this Indenture which has expressly been included solely for the benefit of the Holders of, or which is to 

remain in effect only so long as there shall be Outstanding, Bonds of one or more specified series, or 

one or more Tranches thereof, or (y) modifies the rights of the Holders of Bonds of such series or 

 

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Tranches with respect to such covenant or other provision, shall be deemed not to affect the rights 

under this Indenture of the Holders of Bonds of any other series or Tranche.

 It shall not be necessary for any Act of Holders under this Section to approve the particular form 

of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the 

substance thereof.

 Anything in this Indenture to the contrary notwithstanding, if the Officer’s Certificate, 

supplemental indenture or Board Resolution, as the case may be, establishing the Bonds of any series 

or Tranche shall provide that the Company may make certain specified additions, changes or 

eliminations to or from this Indenture which shall be specified in such Officer’s Certificate, 

supplemental indenture or Board Resolution establishing such series or Tranche, (a) the Holders of 

Bonds of such series or Tranche shall be deemed to have consented to a supplemental indenture 

containing such additions, changes or eliminations to or from this Indenture which shall be specified in 

such Officer’s Certificate, supplemental indenture or Board Resolution establishing such series or 

Tranche, (b) no Act of such Holders shall be required to evidence such consent and (c) such consent 

may be counted in the determination of whether or not the Holders of the requisite principal amount of 

Bonds shall have consented to such supplemental indenture.

SECTION 13.03. Execution of Supplemental Indentures.

 In executing, or accepting the additional trusts created by, any supplemental indenture permitted 

by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be 

entitled to receive, and (subject to Section 10.01) shall be fully protected in relying upon, an Opinion 

of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this 

Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture 

which affects the Trustee’s own rights, duties, immunities or liabilities under this Indenture or 

otherwise.

SECTION 13.04. Effect of Supplemental Indentures.

 Upon the execution and delivery of any supplemental indenture under this Article, this Indenture 

shall be modified in accordance therewith, and such supplemental indenture shall form a part of this 

Indenture for all purposes; and every Holder of Bonds theretofore or thereafter authenticated and 

delivered hereunder shall be bound thereby. Any supplemental indenture permitted by this Article may 

restate this Indenture in its entirety, and, upon the execution and delivery thereof, any such restatement 

shall supersede this Indenture as theretofore in effect for all purposes.

SECTION 13.05. Conformity With Trust Indenture Act.

 Every supplemental indenture executed pursuant to this Article shall conform to the 

requirements of the Trust Indenture Act.

SECTION 13.06. Reference in Bonds to Supplemental Indentures.

 Bonds of any series, or any Tranche thereof, authenticated and delivered after the execution of 

any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a 

notation in form approved by the Trustee as to any matter provided for in such supplemental 

indenture. If the Company shall so determine, new Bonds of any series, or any Tranche thereof, so 

modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental 

 

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indenture may be prepared and executed by the Company and authenticated and delivered by the 

Trustee in exchange for Outstanding Bonds of such series or Tranche.

SECTION 13.07. Modification Without Supplemental Indenture.

 To the extent, if any, that the terms of any particular series of Bonds shall have been established 

in or pursuant to a Board Resolution or an Officer’s Certificate pursuant to a supplemental indenture or 

a Board Resolution as contemplated by Section 3.01, and not in a supplemental indenture, additions to, 

changes in or the elimination of any of such terms may be effected by means of a supplemental Board 

Resolution or a supplemental Officer’s Certificate, as the case may be, delivered to, and accepted by, 

the Trustee; provided, however, that such supplemental Board Resolution or supplemental Officer’s 

Certificate shall not be accepted by the Trustee or otherwise be effective unless all conditions set forth 

in this Indenture which would be required to be satisfied if such additions, changes or elimination were 

contained in a supplemental indenture shall have been appropriately satisfied. Upon the acceptance 

thereof by the Trustee, any such supplemental Board Resolution or supplemental Officer’s Certificate 

shall be deemed to be a “supplemental indenture” for purposes of Section 13.04 and 13.06.

ARTICLE XIV

MEETINGS OF HOLDERS; ACTION WITHOUT MEETING

SECTION 14.01. Purposes for Which Meetings May Be Called.

 A meeting of Holders of Bonds of one or more, or all, series, or any Tranche or Tranches 

thereof, may be called at any time and from time to time pursuant to this Article to make, give or take 

any request, demand, authorization, direction, notice, consent, waiver or other action provided by this 

Indenture to be made, given or taken by Holders of Bonds of such series or Tranches.

SECTION 14.02. Call, Notice and Place of Meetings.

 (a) The Trustee may at any time call a meeting of Holders of Bonds of one or more, or all, 

series, or any Tranche or Tranches thereof, for any purpose specified in Section 14.01, to be held at 

such time and (except as provided in subsection (b) of this Section) at such place as the Trustee shall 

determine with the approval of the Company. Notice of every such meeting, setting forth the time and 

the place of such meeting and in general terms the action proposed to be taken at such meeting, shall 

be given, in the manner provided in Section 1.06, not less than twenty-one (21) nor more than one 

hundred eighty (180) days prior to the date fixed for the meeting.

 (b) The Trustee may be asked to call a meeting of the Holders of Bonds of one or more, or all, 

series, or any Tranche or Tranches thereof, by the Company or by the Holders of at least twenty-five 

percent (25%) in aggregate principal amount of all of such series and Tranches, considered as one 

class, for any purpose specified in Section 14.01, by written request setting forth in reasonable detail 

the action proposed to be taken at the meeting. If the Trustee shall have been asked by the Company to 

call such a meeting, the Company shall determine the time and place for such meeting and may call 

such meeting by giving notice thereof in the manner provided in subsection (a) of this Section, or shall 

direct the Trustee, in the name and at the expense of the Company, to give such notice. If the Trustee 

shall have been asked to call such a meeting by Holders in accordance with this subsection (b), and the 

Trustee shall not have given the notice of such meeting within twenty-one (21) days after receipt of 

such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the 

Holders of Bonds of such series and Tranches, in the principal amount above specified, may determine 

 

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the time and the place for such meeting, such place to be approved by the Company, and may call such 

meeting for such purposes by giving notice thereof as provided in subsection (a) of this Section.

 (c) Any meeting of Holders of Bonds of one or more, or all, series, or any Tranche or 

Tranches thereof, shall be valid without notice if the Holders of all Outstanding Bonds of such series or 

Tranches are present in person or by proxy and if representatives of the Company and the Trustee are 

present, or if notice is waived in writing before or after the meeting by the Holders of all Outstanding 

Bonds of such series, or any Tranche or Tranches thereof, or by such of them as are not present at the 

meeting in person or by proxy, and by the Company and the Trustee.

SECTION 14.03. Persons Entitled to Vote at Meetings.

 To be entitled to vote at any meeting of Holders of Bonds of one or more, or all, series, or any 

Tranche or Tranches thereof, a Person shall be (a) a Holder of one or more Outstanding Bonds of such 

series or Tranches or (b) a Person appointed by an instrument in writing as proxy for a Holder or 

Holders of one or more Outstanding Bonds of such series or Tranches by such Holder or Holders. The 

only Persons who shall be entitled to attend any meeting of Holders of Bonds of any series or Tranche 

shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the 

Trustee and its counsel and any representatives of the Company and its counsel.

SECTION 14.04. Quorum; Action.

 The Persons entitled to vote a majority in aggregate principal amount of the Outstanding Bonds 

of the series and Tranches with respect to which a meeting shall have been called as hereinbefore 

provided, considered as one class, shall constitute a quorum for a meeting of Holders of Bonds of such 

series and Tranches; provided, however, that if any action is to be taken at such meeting which this 

Indenture expressly provides may be taken by the Holders of a specified percentage, which is less than 

a majority, in principal amount of the Outstanding Bonds of such series and Tranches, considered as 

one class, the Persons entitled to vote such specified percentage in principal amount of the Outstanding 

Bonds of such series and Tranches, considered as one class, shall constitute a quorum. In the absence 

of a quorum within one hour of the time appointed for any such meeting, the meeting shall, if 

convened at the request of Holders of Bonds of such series and Tranches, be dissolved. In any other 

case the meeting may be adjourned for such period as may be determined by the chairman of the 

meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned 

meeting, such adjourned meeting may be further adjourned for such period as may be determined by 

the chairman of the meeting prior to the adjournment of such adjourned meeting. Except as provided 

by Section 14.05(e), notice of the reconvening of any meeting adjourned for more than thirty (30) days 

shall be given as provided in Section 1.06 not less than ten (10) days prior to the date on which the 

meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state 

expressly the percentage, as provided above, of the principal amount of the Outstanding Bonds of such 

series and Tranches which shall constitute a quorum.

 Except as limited by Section 13.02, any resolution presented to a meeting or adjourned meeting 

duly reconvened at which a quorum is present as aforesaid may be adopted only by the affirmative vote 

of the Holders of not less than a majority in aggregate principal amount of the Outstanding Bonds of 

the series and Tranches with respect to which such meeting shall have been called, considered as one 

class; provided, however, that, except as so limited, any resolution with respect to any action which 

this Indenture expressly provides may be taken by the Holders of a specified percentage, which is less 

than a majority, in principal amount of the Outstanding Bonds of such series and Tranches, considered 

as one class, may be adopted at a meeting or an adjourned meeting duly reconvened and at which a 

 

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quorum is present as aforesaid by the affirmative vote of the Holders of such specified percentage in 

principal amount of the Outstanding Bonds of such series and Tranches, considered as one class.

 Any resolution passed or decision taken at any meeting of Holders of Bonds duly held in 

accordance with this Section shall be binding on all the Holders of Bonds of the series and Tranches 

with respect to which such meeting shall have been held, whether or not present or represented at the 

meeting.

SECTION 14.05. Attendance at Meetings; Determination of Voting Rights; Conduct and 

Adjournment of Meetings.

 (a) Attendance at meetings of Holders of Bonds may be in person or by proxy; and, to the 

extent permitted by law, any such proxy shall remain in effect and be binding upon any future Holder 

of the Bonds with respect to which it was given unless and until specifically revoked by the Holder or 

future Holder (except as provided in Section 1.04(g)) of such Bonds before being voted.

 (b) Notwithstanding any other provisions of this Indenture, the Trustee may make such 

reasonable regulations as it may deem advisable for any meeting of Holders of Bonds in regard to 

proof of the holding of such Bonds and of the appointment of proxies and in regard to the appointment 

and duties of inspectors of votes, the submission and examination of proxies, certificates and other 

evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall 

deem appropriate. Except as otherwise permitted or required by any such regulations and approved by 

the Company, the holding of Bonds shall be proved in the manner specified in Section 1.04 and the 

appointment of any proxy shall be proved in the manner specified in Section 1.04. Such regulations 

may provide that written instruments appointing proxies, regular on their face, may be presumed valid 

and genuine without the proof specified in Section 1.04 or other proof.

 (c) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the 

meeting, unless the meeting shall have been called by the Company or by Holders as provided in 

Section 14.02(b), in which case the Company or the Holders of Bonds of the series and Tranches 

calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A 

permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons 

entitled to vote a majority in aggregate principal amount of the Outstanding Bonds of all series and 

Tranches represented at the meeting, considered as one class.

 (d) At any meeting each Holder or proxy shall be entitled to one vote for each One Thousand 

Dollars ($1,000) principal amount of Outstanding Bonds held or represented by such Holder; provided, 

however, that no vote shall be cast or counted at any meeting in respect of any Bond challenged as not 

Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the 

meeting shall have no right to vote, except as a Holder of a Bond or proxy.

 (e) Any meeting duly called pursuant to Section 14.02 at which a quorum is present may be 

adjourned from time to time by Persons entitled to vote a majority in aggregate principal amount of the 

Outstanding Bonds of all series and Tranches represented at the meeting, considered as one class; and 

the meeting may be held as so adjourned without further notice.

SECTION 14.06. Counting Votes and Recording Action of Meetings.

 The vote upon any resolution submitted to any meeting of Holders shall be by written ballots on 

which shall be subscribed the signatures of the Holders or of their representatives by proxy and the 

principal amounts and serial numbers of the Outstanding Bonds, of the series and Tranches with 

 

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respect to which the meeting shall have been called, held or represented by them. The permanent 

chairman of the meeting shall appoint two (2) inspectors of votes who shall count all votes cast at the 

meeting for or against any resolution and who shall make and file with the secretary of the meeting 

their verified written reports of all votes cast at the meeting. A record in duplicate of the proceedings 

of each meeting of Holders shall be prepared by the secretary of the meeting and there shall be attached 

to such record the original reports of the inspectors of votes on any vote by ballot taken thereat and 

affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of 

the meeting and showing that such notice was given as provided in Section 14.02 and, if applicable, 

Section 14.04. Each copy shall be signed and verified by the affidavits of the permanent chairman and 

secretary of the meeting and one such copy shall be delivered to the Company, and another to the 

Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the 

meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.

SECTION 14.07. Action Without Meeting.

 In lieu of a vote of Holders at a meeting as hereinbefore contemplated in this Article, any 

request, demand, authorization, direction, notice, consent, waiver or other action may be made, given 

or taken by Holders by one or more written instruments as provided in Section 1.04.

ARTICLE XV

IMMUNITY OF INCORPORATORS, STOCKHOLDERS,

OFFICERS AND DIRECTORS

SECTION 15.01. Liability Solely Corporate.

 No recourse shall be had for the payment of the principal of or premium, if any, or interest, if 

any, on any Bonds, or any part thereof, or for any claim based thereon or otherwise in respect thereof, 

or of the indebtedness represented thereby, or upon any obligation, covenant or agreement under this 

Indenture, against any incorporator, stockholder, officer or director, as such, past, present or future, of 

the Company or of any predecessor or successor corporation (either directly or through the Company 

or a predecessor or successor corporation), whether by virtue of any constitutional provision, statute or 

rule of law or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed 

and understood that this Indenture and all the Bonds are solely corporate obligations and that no 

personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, member, 

officer or director, past, present or future, of the Company or of any predecessor or successor 

corporation, either directly or indirectly through the Company or any predecessor or successor 

corporation, because of the indebtedness hereby authorized or under or by reason of any of the 

obligations, covenants or agreements contained in this Indenture or in any of the Bonds or to be 

implied herefrom or therefrom; and such personal liability, if any, is hereby expressly waived and 

released as a condition of, and as part of the consideration for, the execution and delivery of this 

Indenture and the issuance of the Bonds.

_________________________

 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.

[Signature Page Follows]

 

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 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as 

of the day and year first above written.

PACIFIC GAS AND ELECTRIC COMPANY,

as Issuer

By: KENT M. HARVEY 

Name: Kent M. Harvey

Title: Senior Vice President -

 Chief Financial Officer and Treasurer

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

as Trustee

By: JOSPEHINE LIBUNAO 

Name: Josephine Libunao

 Vice President

 

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of 78