exv10w4



 





Exhibit 10.4




 





GULFSTREAM NATURAL GAS SYSTEM, L.L.C.




AND




JPMORGAN CHASE BANK, N.A.




As Trustee




 






INDENTURE




Dated as of October 26, 2005




 






Senior Notes




 





 









 





TABLE OF CONTENTS                    




	 	 	 	 	 
	 	 	Page	 
	ARTICLE ONE
	 	 	 	 
	Definitions
	 	 	 	 
	 
	 	 	 	 
	SECTION 1.01. Certain Terms Defined
	 	 	1	 
	 
	 	 	 	 
	ARTICLE TWO
	 	 	 	 
	Issue, Description, Terms, Execution,
	 	 	 	 
	Registration and Exchange of Notes
	 	 	 	 
	 
	 	 	 	 
	SECTION 2.01. Amount Unlimited; Issuable in Series
	 	 	10	 
	SECTION 2.02. Form of Notes
	 	 	12	 
	SECTION 2.03. Denominations, Interest and Principal
	 	 	12	 
	SECTION 2.04. Printing, Execution and Authentication of Notes
	 	 	13	 
	SECTION 2.05. Global Notes
	 	 	18	 
	SECTION 2.06. Registration, Registration of Transfer and Exchange
	 	 	19	 
	SECTION 2.07. Temporary Notes
	 	 	24	 
	SECTION 2.08. Mutilated, Destroyed, Lost and Stolen Notes
	 	 	25	 
	SECTION 2.09. Cancellations
	 	 	25	 
	SECTION 2.10. Benefits of Indenture
	 	 	25	 
	SECTION 2.11. Authenticating Agent
	 	 	26	 
	SECTION 2.12. CUSIP Numbers
	 	 	26	 
	 
	 	 	 	 
	ARTICLE THREE
	 	 	 	 
	Redemption of Notes
	 	 	 	 
	 
	 	 	 	 
	SECTION 3.01. Redemption of Notes
	 	 	26	 
	SECTION 3.02. Notices of Redemption
	 	 	27	 
	SECTION 3.03. Presentation and Surrender of Notes
	 	 	28	 
	ARTICLE FOUR
	 	 	 	 
	Particular Covenants of the Company
	 	 	 	 
	 
	 	 	 	 
	SECTION 4.01. Payment of Principal, Premium and Interest
	 	 	28	 
	SECTION 4.02. Maintenance of Office and Agency
	 	 	29	 
	SECTION 4.03. Money for Note Payments to be held in Trust
	 	 	29	 
	SECTION 4.04. Appointment of Trustee
	 	 	30	 
	SECTION 4.05. Consolidation, Merger or Sale
	 	 	30	 
	SECTION 4.06. Certificate to Trustee
	 	 	30	 
	SECTION 4.07. Reports by the Company
	 	 	31	 
	SECTION 4.08. Limitations on Liens
	 	 	31	 
	SECTION 4.09. Limitation on Sale-Leaseback Transactions
	 	 	34	 
	SECTION 4.10. Limitations on Lines of Business
	 	 	34	 
	SECTION 4.11. Payment of Taxes and Other Claims
	 	 	35	 
	SECTION 4.12. Maintenance of Insurance
	 	 	35	 






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	 	 	Page	 
	ARTICLE FIVE
	 	 	 	 
	Noteholders’ Lists and Reports by the Company
	 	 	 	 
	and the Trustee
	 	 	 	 
	 
	 	 	 	 
	SECTION 5.01. Company to Furnish Trustee Names and Addresses of Holders
	 	 	35	 
	SECTION 5.02. Information from Trustee
	 	 	36	 
	 
	 	 	 	 
	ARTICLE SIX
	 	 	 	 
	Remedies of the Trustee and Noteholders
	 	 	 	 
	on Event of Default
	 	 	 	 
	 
	 	 	 	 
	SECTION 6.01. Event of Default Defined; Acceleration of Maturity; Waiver of Default
	 	 	36	 
	SECTION 6.02. Collection of Indebtedness by Trustee; Trustee May Prove Debt
	 	 	38	 
	SECTION 6.03. Application of Proceeds
	 	 	40	 
	SECTION 6.04. Limitation of Suits by Noteholders
	 	 	40	 
	SECTION 6.05. Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default
	 	 	41	 
	SECTION 6.06. Control by Noteholders
	 	 	41	 
	SECTION 6.07. Notice of Defaults
	 	 	42	 
	SECTION 6.08. Undertaking for Costs
	 	 	42	 
	 
	 	 	 	 
	ARTICLE SEVEN
	 	 	 	 
	Concerning the Trustee
	 	 	 	 
	 
	 	 	 	 
	SECTION 7.01. Duties and Responsibilities of the Trustee Prior to and During Event of Default
	 	 	42	 
	SECTION 7.02. Certain Rights of the Trustee
	 	 	43	 
	SECTION 7.03. Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof
	 	 	45	 
	SECTION 7.04. Trustee and Agents May Hold Securities; Collections, etc
	 	 	45	 
	SECTION 7.05. Moneys Held by Trustee
	 	 	45	 
	SECTION 7.06. Compensation and Indemnification of Trustee and its Prior Claim
	 	 	45	 
	SECTION 7.07. Right of Trustee to Rely on Officer’s Certificate, etc.
	 	 	46	 
	SECTION 7.08. Conflicting Interest
	 	 	46	 
	SECTION 7.09. Persons Eligible for Appointment as Trustee
	 	 	47	 
	SECTION 7.10. Resignation and Removal; Appointment of Successor Trustee
	 	 	47	 
	SECTION 7.11. Acceptance of Appointment by Successor
	 	 	48	 
	SECTION 7.12. Merger, Conversion, Consolidation or Succession to Business of Trustee
	 	 	49	 
	SECTION 7.13. Preferential Collection of Claims Against Company
	 	 	49	 
	 
	 	 	 	 
	ARTICLE EIGHT
	 	 	 	 
	Concerning the Noteholders
	 	 	 	 
	 
	 	 	 	 
	SECTION 8.01. Acts of Noteholders
	 	 	50	 
	SECTION 8.02. Trustee May Require Proof of Ownership
	 	 	50	 
	SECTION 8.03. Noteholders to be Treated as Owners
	 	 	50	 
	SECTION 8.04. Notes Held by Company Deemed Not Outstanding
	 	 	51	 
	SECTION 8.05. Right of Revocation of Action Taken
	 	 	51	 






ii









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE NINE
	 	 	 	 
	Supplemental Indentures
	 	 	 	 
	 
	 	 	 	 
	SECTION 9.01. Supplemental Indentures Without Consent of Noteholders
	 	 	51	 
	SECTION 9.02. Supplemental Indentures With Consent of Noteholders
	 	 	53	 
	SECTION 9.03. Effect of Supplemental Indenture
	 	 	54	 
	SECTION 9.04. Notation of Notes in Respect of Supplemental Indenture
	 	 	54	 
	SECTION 9.05. Documents to be Given to Trustee
	 	 	54	 
	 
	 	 	 	 
	ARTICLE TEN
	 	 	 	 
	Consolidation, Merger and Sale
	 	 	 	 
	 
	 	 	 	 
	SECTION 10.01. Consolidation, Merger and Sale of Substantially all of Company’s Assets
	 	 	54	 
	SECTION 10.02. Successor Person Substituted
	 	 	54	 
	SECTION 10.03. Opinion of Counsel to Trustee
	 	 	55	 
	 
	 	 	 	 
	ARTICLE ELEVEN
	 	 	 	 
	Satisfaction and Discharge of Indenture;
	 	 	 	 
	Unclaimed Moneys
	 	 	 	 
	 
	 	 	 	 
	SECTION 11.01. Satisfaction and Discharge of Indenture
	 	 	55	 
	SECTION 11.02. Covenant Defeasance
	 	 	56	 
	SECTION 11.03. Defeasance and Discharge
	 	 	57	 
	SECTION 11.04. Deposited Money and Governmental Obligations to be Held in Trust
	 	 	57	 
	SECTION 11.05. Deposited Moneys Held in Trust
	 	 	57	 
	SECTION 11.06. Repayment to the Company
	 	 	57	 
	SECTION 11.07. Reinstatement
	 	 	58	 
	SECTION 11.08. Excess Funds
	 	 	58	 
	 
	 	 	 	 
	ARTICLE TWELVE
	 	 	 	 
	Immunity of Stockholders, Members, Officers and Directors
	 	 	 	 
	 
	 	 	 	 
	SECTION 12.01. Stockholders, Members, Officers and Directors of Company Exempt from
Individual Liability
	 	 	58	 
	 
	 	 	 	 
	ARTICLE THIRTEEN
	 	 	 	 
	Miscellaneous Provisions
	 	 	 	 
	 
	 	 	 	 
	SECTION 13.01. Successors and Assigns of Company Bound by Indenture
	 	 	59	 
	SECTION 13.02. Acts by Successors and Assigns of Company
	 	 	59	 
	SECTION 13.03. Notices and Demands on Company, Trustee and Noteholders
	 	 	59	 
	SECTION 13.04. GOVERNING LAW
	 	 	60	 
	SECTION 13.05. Officer’s Certificates and Opinions of Counsel;
Statements to be Contained Therein
	 	 	60	 
	SECTION 13.06. Opinion of Counsel Required
	 	 	61	 
	SECTION 13.07. Legal Holidays
	 	 	61	 
	SECTION 13.08. Counterparts
	 	 	61	 
	SECTION 13.09. Separability Clause
	 	 	61	 
	SECTION 13.10. No Adverse Interpretation of Other Agreements
	 	 	62	 
	SECTION 13.11. Table of Contents, Headings, etc.
	 	 	62	 






iii









 






	 	 	 
	EXHIBIT A

	 	FORM OF NOTE
	 
	 	 
	EXHIBIT B

	 	FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE FROM RULE 144A GLOBAL NOTE OR ACCREDITED INVESTOR
NOTE TO REGULATION S TEMPORARY GLOBAL NOTE
	 
	 	 
	EXHIBIT C

	 	FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE FROM RULE 144A GLOBAL NOTE TO UNRESTRICTED GLOBAL NOTE
	 
	 	 
	EXHIBIT D

	 	FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE FROM REGULATION S TEMPORARY GLOBAL NOTE, UNRESTRICTED
GLOBAL NOTE OR ACCREDITED INVESTOR NOTE TO RULE 144A GLOBAL NOTE
	 
	 	 
	EXHIBIT E

	 	FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE FROM RULE 144A GLOBAL NOTE, REGULATION S TEMPORARY
GLOBAL NOTE OR UNRESTRICTED GLOBAL NOTE TO ACCREDITED INVESTOR NOTE
	 
	 	 
	EXHIBIT F

	 	FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR






 









 





     THIS INDENTURE, dated as of the 26th day of October, 2005, between GULFSTREAM NATURAL GAS
SYSTEM, L.L.C., a limited liability company duly organized and existing under the laws of the State
of Delaware (hereinafter sometimes referred to as the “Company”), and JPMORGAN CHASE BANK,
N.A., a national banking association, as trustee (hereinafter sometimes referred to as the
“Trustee”):



     WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance of notes and other evidences of Indebtedness (hereinafter referred to as
the “Notes”), in an unlimited aggregate principal amount to be issued from time to time in
one or more series as in this Indenture provided as registered Notes without coupons, to be
authenticated by the certificate of the Trustee and to provide the terms and conditions upon which
the Notes are to be authenticated, issued and delivered;



     WHEREAS, the Notes and the certificate of authentication to be borne by the Notes (the
“Certificate of Authentication”) are to be substantially in such forms as may be approved
by the Management Committee (as defined below) or set forth in any indenture supplemental to this
Indenture; and



     WHEREAS, all things necessary to make this Indenture the valid, binding and legal obligation
of the Company, and to constitute these presents a valid indenture and agreement according to its
terms, have been done and performed or will be done and performed prior to the issuance of the
Notes, and the execution of this Indenture and the issuance hereunder of the Notes have been or
will be prior to issuance of the Notes in all respects duly authorized, and the Company, in the
exercise of the legal right and power in it vested, executes this Indenture and proposes to make,
execute, issue and deliver the Notes;



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:



     That in consideration of the premises, of the purchase and acceptance of the Notes by the
holders thereof, the Company covenants and agrees with the Trustee, for the equal and proportionate
benefit (subject to the provisions of this Indenture) of the respective holders from time to time
of the Notes or of a series thereof, without any discrimination, preference or priority of any one
Note over any other by reason of priority in the time of issue, sale or negotiation thereof, or
otherwise, except as provided herein, as follows:



ARTICLE ONE

Definitions




     SECTION 1.01. Certain Terms Defined.




     (a) The terms defined in this Section (except as in this Indenture otherwise expressly
provided or unless the context otherwise requires) for all purposes of this Indenture, any
Management Committee Resolution given or made pursuant to or otherwise in connection with
this Indenture and of any indenture supplemental hereto shall have the respective meanings
specified in this Section. All other terms used in this Indenture which are defined in the
Trust Indenture Act, or which are by reference in the Trust Indenture Act defined in the
Securities Act (except as herein otherwise expressly provided or unless the context
otherwise requires), shall have the meanings assigned to such terms in the Trust Indenture
Act or in the Securities Act as in force on the date of execution of this Indenture.



     “Accredited Investor Notes” has the meaning set forth in Section 2.04(d).



 









 





     “Affiliate” means with respect to any Person; (a) each entity that such Person
Controls; (b) each Person that Controls such Person; and (c) each entity that is under common
Control with such Person.



     “Agent Members” has the meaning set forth in Section 2.04(e)(i).



     “Applicable Procedures” means, with respect to any transfer or exchange of or for
beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and
Clearstream that apply to such transfer or exchange.



     “Asset Sale” means any sale, transfer, sale-leaseback transaction or other disposition
(excluding a merger or consolidation which is in compliance with the covenant set forth in Article
Ten hereof) in one transaction or a series of related transactions by the Company to any Person of
(i) all or any of the Capital Stock of any Subsidiary of the Company, (ii) all or substantially all
of the property and assets of an operating unit or business of the Company or any of its
Subsidiaries or (iii) any other property and assets of the Company outside the ordinary course of
business of the Company that is not governed by the provisions of this Indenture applicable to
mergers, consolidations and sales of assets of the Company; provided that “Asset Sale” shall not
include (a) sales or other dispositions of inventory or receivables in the ordinary course of
business and other current assets, (b) distributions permitted (or otherwise not prohibited) to be
made under this Indenture, and (c) sales or other dispositions of assets which constitute
redundant, obsolete or worn-out property, tools or equipment no longer used or useful in the
Company’s business and any inventory or other property sold or disposed of in the ordinary course
of business and on ordinary business terms.



     “Authenticating Agent” means an authenticating agent with respect to all or any series
of the Notes, as the case may be, appointed with respect to all or any series of the Notes, as the
case may be, by the Trustee pursuant to Section 2.11.



     “Authorized Person” means an officer of the Company, or other Person acting on behalf
of the Company, duly authorized to take such action or perform such function (including, delivery
of any Officer’s Certificate) by a Management Committee Resolution.



     “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the
relief of debtors.



     “Business Day” means, with respect to any series of Notes, any day other than a
Saturday, Sunday, a legal holiday or a day on which banking institutions in the Borough of
Manhattan, the City and State of New York, are authorized or obligated to close.



     “Capital Stock” means, with respect to any Person, any and all outstanding shares or
other equivalents (however designated, whether voting or non-voting) of, or interests or
participations in (however designated), the equity of such Person including, without limitation,
all Common Stock and Preferred Stock, limited liability company membership interests, and
partnership and joint venture interests of such Person.



     “Capitalized Lease Obligations” means, for any Person, all obligations of such Person
to pay rent or other amounts under a lease of (or other agreement conveying the right to use)
Property to the extent such obligations are required at such time to be classified and
accounted for as a capital lease on a balance sheet of such Person under GAAP, and, for
purposes herein, the amount of such obligations shall be the capitalized amount thereof, determined
in accordance with GAAP.



     “Clearstream” means Clearstream Banking, S.A.



2









 





     “CO&M Agreement” means the Construction, Operation and Maintenance Agreement dated as
of February 1, 2001, by and between the Company and GMOS, under which GMOS operates the Project, as
amended from time to time.



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



     “Commodity Exchange Agreement” means (a) any swap, forward, cap, floor, collar or
other similar transaction relating to the price of any category of hydrocarbons or any index
calculated based on the price of one or more categories of hydrocarbons, (b) any option with
respect to any of the foregoing transactions and (c) any combination of any of the foregoing
transactions.



     “Common Stock” means, with respect to any Person, Capital Stock of such Person that
does not rank prior, as to the payment of dividends or as to the distribution of assets upon any
voluntary or involuntary liquidation, dissolution or winding up of such Person, to shares of any
other class of Capital Stock of such Person.



     “Company” means Gulfstream Natural Gas System, L.L.C, a limited liability company duly
organized and existing under the laws of the Delaware, or, subject to the provisions of Article
Ten, its successors and assigns.



     “Control” means possession, directly or indirectly, through one or more
intermediaries, of the following:




     (a) (i) in the case of a corporation, more than 50% of the outstanding Voting
Stock thereof; (ii) in the case of a limited liability company, partnership, limited
partnership or venture, the right to more than 50% of the distributions therefrom
(including liquidating distributions); (iii) in the case of a trust or estate,
including a business trust, more than 50% of the beneficial interest therein; and
(iv) in the case of any other entity, more than 50% of the economic or beneficial
interest therein; and




     (b) in the case of any entity, the power or authority, through ownership of the
Voting Stock, by contract or otherwise, to exercise control over the management of
the entity.



     “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 date of
the execution of this Indenture is located at 4 New York Plaza, 15th Floor, New York,
New York 10004, Attention: Worldwide Securities Services.



     “Default” means any event, act or condition that with notice or lapse of time, or
both, would constitute an Event of Default.



     “Defaulted Interest” has the meaning set forth in Section 2.03.



     “Depositary” means, with respect to Notes of any series for which the Company shall
determine that such Notes will be issued as a Global Note, The Depository Trust Company, New York,
New York, another clearing agency or any successor registered as a clearing agency under the
Exchange Act or other



3









 







applicable statute or regulation, which, in each case, shall be designated by
the Company pursuant to either Section 2.01 or 2.05.



     “Dollars” or “$”means any lawful coin or currency of the United States of
America which at the time of any payment or transfer is legal tender for the payment of all public
and private debts.



     “Duke Energy Pipeline” means Duke Energy Southeast Pipeline Corporation.



     “East Coast Expansion Project” means the proposed eastward expansion of the Pipeline
as it exists on the date hereof estimated to cost approximately $135,000,000.



     “Euroclear” means Euroclear Bank, S.A./N.V. as operator of the Euroclear system.



     “Event of Default” means, with respect to Notes of a particular series, any event
specified in Section 6.01, continued for the period of time, if any, therein designated.



     “Exchange Act” means the Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder.



     “FERC” means the Federal Energy Regulatory Commission.



     “Final Maturity Date” means, with respect to Notes of a particular series as of any
date of determination, the latest Stated Maturity of any Note of such series then Outstanding.



     “GAAP” means generally accepted accounting principles in the United States applied on
a basis consistent with the principles, methods, procedures and practices employed in the
preparation of the Company’s audited financial statements, including, without limitation, those set
forth in the opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as approved by a
significant segment of the accounting profession, which are in effect from time to time.



     “Global Note” has the meaning set forth in Section 2.04(e)(i).



     “Global Note Legend” has the meaning set forth in Section 2.04(e)(i).



     “GMOS” means Gulfstream Management & Operating Services, L.L.C., a limited liability
company duly organized and validly existing under the laws of the State of Delaware.



     “Governmental Obligations” means direct obligations of the United States government
for the payment of which its full faith and credit is pledged, or obligations of a person
controlled or supervised by and acting as an agency or instrumentality of the United States
government and the payment of which is unconditionally guaranteed by the United States government,
and shall also include a depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest on or principal of any
such Government Obligation held by such custodian for the account of a 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 the Government Obligation evidenced by such depository receipt.



4









 





     “Guaranty” means a guarantee, an endorsement, a contingent agreement to purchase or to
furnish funds for the payment or maintenance of, or otherwise to be or become contingently liable
under or with respect to any Indebtedness, net worth, working capital or earnings of any Person, or
a guarantee of the payment of dividends or other distributions upon the stock or equity interests
of any Person, or an agreement to purchase, sell or lease (as lessee or lessor) Property, products,
materials, supplies or services primarily for the purpose of enabling a debtor to make payment of
such debtor’s obligations or an agreement to assure a creditor against loss, and including, without
limitation, causing a bank or other financial institution to issue a letter of credit or other
similar instrument for the benefit of another Person (other than letters of credit entered into in
the ordinary course of business to the extent such letters of credit are not drawn upon, or if
drawn upon, not included to the extent such drawings are reimbursed not later than the third
Business Day), but excluding endorsements for collection or deposit in the ordinary course of
business. The terms “Guarantee” and “Guaranteed” used as a verb and the term
“Guarantor” shall have correlative meanings.



     “Hedge Agreement” means, with respect to any Person, any foreign exchange contract,
currency swap agreement, interest rate protection agreement, interest rate option agreement,
interest rate hedge agreement or other similar agreement or arrangement designed to protect such
Person or any of its subsidiaries against fluctuations in currency values or interest rates for
which such Person or any of its subsidiaries is a party or a beneficiary.



     “Indebtedness” means, for any Person (without duplication) whether recourse is to all
or a portion of the assets of such Person and whether or not contingent, (a) every obligation of
such Person for money borrowed, (b) every obligation of such Person evidenced by bonds, debentures,
notes or other similar instruments, (c) every reimbursement obligation of such Person with respect
to letters of credit, bankers’ acceptances or similar facilities issued for the account of such
Person, but excluding letters of credit entered into in the ordinary course of business to the
extent such letters of credit are not drawn upon, or if drawn upon, not included to the extent such
drawings are reimbursed not later than the third Business Day following a demand for reimbursement,
(d) every Capital Lease Obligation of such Person, (e) the maximum fixed redemption or repurchase
price of Redeemable Stock of such Person, if any, at the time of determination plus accrued but
unpaid dividends, (f) every obligation of such Person with respect to Hedge Agreements and
Commodity Exchange Agreements, and (g) every obligation of the type referred to in clauses (a)
through (f) of another Person the payment of which such Person has Guaranteed or is responsible or
liable for, directly or indirectly, as obligor, Guarantor or otherwise.



     “Indenture” means this instrument as originally executed or, if amended or
supplemented as herein provided, as so amended or supplemented. The term “Indenture” shall also
include the terms of particular series of Notes established as contemplated by Section 2.01.



     “Initial Purchaser” means the initial purchaser or initial purchasers of any series of
Notes.



     “Interest Payment Date” means, when used with respect to any installment of interest
on a Note of a particular series, the date specified in such Note, a Management Committee
Resolution (or Officer’s Certificate) or an indenture supplemental hereto with respect to that
series as the fixed date on which an installment of interest with respect to Notes of that series
is due and payable.



     “Investment Banker” means an investment banking institution of national standing
selected by the Company.



     “Knowledge” means, the actual (as distinct from constructive) knowledge of any
Authorized Person that also has day-to-day responsibility for the business, operation, management,
finances or legal affairs of the Company.



5









 





     “Legend” has the meaning set forth in Section 2.06(d).



     “Lien” means, with respect to any Property, any mortgage, lien, pledge, charge,
security interest or encumbrance in respect of such Property. For purposes herein, a Person shall
be deemed to own subject to a Lien any Property that it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, capital lease or other title
retention agreement (other than an operating lease) relating to such Property.



     “LLC Agreement” means that certain Amended and Restated Limited Liability Company
Agreement of the Company dated February 1, 2001, as amended from time to time.



     “Make-Whole Premium” means, with respect to a Note at any time, the excess (if any) of
(i) the sum of the present values of all of the remaining scheduled payments of principal of and
interest on the Note (other than accrued interest payable on such redemption date) from the
applicable redemption date through the Stated Maturity of such Note, computed on a semi-annual
basis by discounting such payments (assuming a 360-day year consisting of twelve 30-day months and
using a semiannual yield to maturity equivalent to the applicable Treasury Rate plus such number of
basis points with respect to a particular series of Notes as set forth in the Management Committee
Resolution or indenture supplement hereto with respect to such series of Notes pursuant to Section
2.01) over (ii) the aggregate unpaid principal amount of the Note to be redeemed plus any accrued
but unpaid interest thereon. The Make-Whole Premium shall be computed as of the third Business Day
prior to the applicable redemption date, and certified, by an Investment Banker.



     “Management Committee” means, the “Management Committee” as created under and as
constituted, from time to time, pursuant to the LLC Agreement.



     “Management Committee Resolution” means a copy of a resolution certified by an
Authorized Person to have been duly adopted by the Management Committee and to be in full force and
effect on the date of such certification, and delivered to the Trustee.



     “Material Adverse Effect” means a material adverse effect on (a) the ability of the
Company and its Subsidiaries, taken as a whole, to perform the Company’s obligations under the
Indenture, (b) the timely payments of any principal or interest on any of the Senior Debt which
non-timely payment has resulted in an acceleration of the maturity of such Senior Debt or (c)
the business, financial condition or results of operation of the Company and its Subsidiaries,
taken as a whole.



     “Members” means, collectively, Duke Energy Pipeline and WGP and/or any other members
admitted to the Company pursuant to the LLC Agreement.



     “Non-Recourse” means, with respect to any Indebtedness of a Person, the sole recourse
of the holder or holders of such Indebtedness is to specified properties or assets of such Person
and the revenues generated thereby.



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



     “Note Register” and “Note Registrar” have the respective meanings set forth in
Section 2.06(a).



     “Noteholder,” “holder of Notes,” “registered holder” or other similar
term means the registered owner or owners of the Notes as shown on the Note Register.



6









 





     “Officer’s Certificate” means a certificate signed by an Authorized Person, and
delivered to the Trustee. Each such certificate shall include the statements provided for in
Section 13.05, if and to the extent required by the provisions thereof.



     “Opinion of Counsel” means a written opinion of legal counsel, who may be an employee
of or regular counsel for the Company, reasonably acceptable to the Trustee. Each such opinion
shall include the statements provided for in Section 13.05, if and to the extent required by the
provisions thereof.



     “Original Issue Date” of any Note (or portion thereof) means the earlier of (a) the
date of such Note or (b) the date of any Note (or portion thereof) in exchange for which such Note
was issued (directly or indirectly) on registration of transfer, exchange or substitution.



     “Outstanding” means, when used with reference to Notes of any series, subject to the
provisions of Section 8.04, as of any particular time, all Notes of that series theretofore
authenticated and delivered by the Trustee under this Indenture, except (a) Notes theretofore
canceled by the Trustee, or delivered to the Trustee for cancellation or which have previously been
canceled; (b) Notes or portions thereof for the payment or redemption of which moneys or
Governmental Obligations in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or shall have been set aside and
segregated in trust by the Company (if the Company shall act as its own paying agent);
provided, however, that if such Notes or portions of such Notes are to be redeemed
prior to the maturity thereof, notice of such redemption shall have been given as provided in
Article Three, or provision satisfactory to the Trustee shall have been made for giving such
notice; (c) Notes which have been paid pursuant to Section 2.08 or in lieu of or in substitution
for which other Notes shall have been authenticated and delivered pursuant to the terms of Section
2.08; and (d) Notes paid pursuant to Section 2.03 or (if certificated) surrendered for payment
pursuant to Section 2.09.



     “Permitted Liens” has the meaning set forth in Section 4.08.



     “Person” means an individual, corporation, partnership, limited liability company,
association, trust or other entity or organization, including a government or political subdivision
or an agency or instrumentality thereof.



     “Pipeline” means the 692-mile, pipeline and related infrastructure and facilities
owned by the Company, extending from its origination points near Pascagoula, Mississippi and
Mobile, Alabama, across the Gulf of Mexico to Central Florida and into Manatee and Martin Counties
in Eastern Florida and any future expansions or extensions of such infrastructure and facilities.



     “Predecessor Note” of any particular Note means every previous Note evidencing all or
a portion of the same debt as that evidenced by that particular Note; and, for the purposes of this
definition, any Note authenticated and delivered under Section 2.08 in lieu of a lost, destroyed or
stolen Note shall be deemed to evidence the same debt as the lost, destroyed or stolen Note.



     “Preferred Stock” means, with respect to any Person, any and all shares, interests,
participations or other equivalents (however designated, whether voting or non-voting) of preferred
or preference Capital Stock of such Person that is outstanding or issued on or after the date of
this Indenture.



     “Private Placement Legend” means the legend set forth in Section 2.04(e)(iii) hereof
to be placed on all Notes issued under this Indenture except the Unrestricted Global Note or the
Regulation S Temporary Global Note or where otherwise permitted by the provisions of this
Indenture.



     “Project” means the Pipeline and all related intangible contracts and rights.



7









 





     “Property” means any right or interest in or to assets or property of any kind
whatsoever, whether real, personal or mixed and whether tangible or intangible.



     “Redeemable Stock” of any Person means Capital Stock of such Person that by its terms
or otherwise is required to be redeemed prior to the Final Maturity Date.



     “Regulation S” has the meaning set forth in Section 2.04(d).



     “Regulation S Legend” has the meaning set forth in Section 2.04(e)(iv).



     “Regulation S Temporary Global Note” means a temporary Global Note substantially in
the form of Exhibit A hereto, or such other form as shall be established by or pursuant to a
Management Committee Resolution (and set forth in an Officer’s Certificate) or one or more
indentures supplemental hereto, bearing the Global Note Legend and the Regulation S Legend and
deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued
in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance
on Rule 903 of Regulation S.



     “Responsible Officer” means, when used with respect to the Trustee, the chairman of
the board of directors, president, any vice president, secretary, treasurer, any trust officer, any
corporate trust officer or any other officer or assistant officer of the Trustee customarily
performing functions similar to those performed by the persons who at the time shall be such
officers, respectively, or to whom any corporate trust matter is referred because of his or her
knowledge of and familiarity with the particular subject.



     “Restricted Period” means the 40-day distribution compliance period as defined in
Regulation S.



     “Rule 144” has the meaning set forth in Section 2.06(b)(iii).



     “Rule 144A” has the meaning set forth in Section 2.04(d).



     “Rule 144A Global Note” has the meaning set forth in Section 2.04(d).



     “Rule 144A Information” has the meaning specified in Section 4.07(b).



     “Securities Act” means the Securities Act of 1933, as amended and the rules and
regulations promulgated thereunder.



     “Senior Debt” means Indebtedness in respect of the Notes and any Indebtedness that is
pari passu in right of payment to or senior in right of payment to the Notes.



     “Stated Maturity” means, with respect to any Note or any installment of principal
thereof, the date specified in such Note as the fixed date on which any principal of such Note or
any such installment of principal is due and payable and will not include any contingent
obligations to repay, redeem or repurchase any such principal or installment of principal prior to
the date originally fixed for the payment thereof.



     “Subsidiary” means, with respect to any Person, any corporation, partnership or other
entity of which, more than fifty percent (50%) of the securities or other ownership interests
having by the terms thereof ordinary voting power to elect a majority of the board of directors or
other persons performing similar functions of such corporation, partnership or other entity
(irrespective of whether or not at the time securities or other ownership interests of any other
class or classes of such corporation, partnership or other entity shall have or might have voting
power by reason of the happening of any contingency) is at



8









 







the time directly or indirectly owned or
controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or
more Subsidiaries of such Person.



     “Total Capitalization” means, as of any date, the sum of (a) the Indebtedness of the
Company on such day plus (b) all amounts that would be shown as equity on a balance sheet of the
Company as of such date prepared in accordance with GAAP.



     “Treasury Rate” means, with respect to any Note to be redeemed, a per annum rate
(expressed as a semi-annual equivalent and as a decimal and, in the case of United States Treasury
bills, converted to a bond equivalent yield) determined and certified by an Investment Banker to be
the per annum rate equal to the semi-annual yield to maturity of United States Treasury securities
maturing on the Average Life Date (as defined below) of such Note, as determined by interpolation
between the most recent weekly average yields to maturity for two series of Treasury securities,
(A) one maturing as close as possible to, but earlier than, the Average Life Date of such Note and
(B) the other maturing as close as possible to, but later than, the Average Life Date of such Note,
in each case as published in the most recent H.15(519) (or, if a weekly average yield to maturity
for United States Treasury securities maturing on the Average Life Date of such Note is reported in
the most recent H.15(519), as published in such H.15(519)). “H.15(519)” means “Statistical
Release H.15(519), Selected Interest Rates,” or any successor publication, published by the Board
of Governors of the Federal Reserve System. The “most recent H.15(519)” means the latest
H.15(519) that is published prior to the close of
business on the third Business Day prior to the applicable redemption date. The “Average
Life Date” for any Note to be redeemed shall be the date that follows the redemption date by a
period equal to the Remaining Weighted Average Life of such Note. The “Remaining Weighted
Average Life” of such Note with respect to the redemption of such Note is the number of days
equal to the quotient obtained by dividing (A) the sum of the products obtained by multiplying (1)
the amount of each remaining principal payment on such Note by (2) the number of days from and
including the redemption date, to but excluding the scheduled payment date of such principal
payment by (B) the unpaid principal amount of such Note.



     “Trust Indenture Act” means the Trust Indenture Act of 1939, and the rules and
regulations promulgated thereunder, as amended.



     “Trustee” means JPMorgan Chase Bank, N.A., national banking association, and, subject
to the provisions of Article Seven, shall also include its successors and assigns, and if at any
time there is more than one person acting in such capacity hereunder, “Trustee” means each such
person. The term “Trustee” as used with respect to a particular series of the Notes means the
trustee with respect to that series.



     “Unrestricted Global Note” means a Global Note substantially in the form of Exhibit A
hereto, or such other form as shall be established by or pursuant to a Management Committee
Resolution (and set forth in an Officer’s Certificate) or one or more indentures supplemental
hereto, bearing the Global Note Legend and deposited with or on behalf of and registered in the
name of the Depositary or its nominee, issued in a denomination equal to the Outstanding principal
amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period, or if no
Regulation S Temporary Global Note has been issued because no Notes were initially sold in reliance
on Rule 903 of Regulation S, issued upon a transfer of a beneficial interest in a Rule 144A Global
Note or an Accredited Investor Note pursuant to Section 2.06(b)(iii).



     “Voting Stock” means, with respect to any Person, Capital Stock of any class or kind
ordinarily having general voting power under ordinary circumstances to elect at least a majority of
the Management Committee (or persons fulfilling similar responsibilities) of such Person.



9









 





     “West Coast Expansion Project” means the proposed westward expansion of the Pipeline
as it exists on the date hereof estimated to cost approximately $100,000,000.



     “WGP” means WGP Gulfstream Pipeline Company, L.L.C.




     (b) In this Indenture, unless otherwise indicated, the singular includes the plural and
plural the singular; words importing any gender include the other gender; references to
statutes are to be construed as including all statutory provisions consolidating, amending
or replacing the statute referred to; references to “writing” include printing, typing
lithography and other means of reproducing words in a tangible visible form; the words
“including”, “includes” and “include” shall be deemed to be followed by the words “without
limitation”; references to articles, sections (or subdivisions of sections), exhibits,
annexes or schedules are to this Indenture unless otherwise indicated; references to
agreements and other contractual instruments shall be deemed to include all subsequent
written amendments, extensions, restatements and other modifications to such agreements and
instruments; and references to persons and business entities include their respective
permitted successors and assigns and references to governmental entities include
governmental entities succeeding to their respective functions and capacities.



ARTICLE TWO

Issue, Description, Terms, Execution,

Registration and Exchange of Notes




     SECTION 2.01. Amount Unlimited; Issuable in Series.



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



     The Notes may be issued in one or more series up to the aggregate principal amount of Notes of
that series from time to time authorized by, or pursuant to, a Management Committee Resolution or
pursuant to one or more indentures supplemental hereto, prior to the initial issuance of Notes of a
particular series. Prior to the initial issuance of Notes of any series, there shall be
established in, or pursuant to, a Management Committee Resolution delivered to the Trustee, and set
forth in an Officer’s Certificate delivered to the Trustee, or established in one or more
indentures supplemental hereto:




     (1) the title of the Notes of the series (which shall distinguish the Notes of
that series from all other Notes);




     (2) any limit upon the aggregate principal amount of the Notes of that series
that may be authenticated and delivered under this Indenture (except for Notes
authenticated and delivered upon registration of transfer of, in exchange for, or in
lieu of other Notes of that series);




     (3) the date or dates on which the principal of the Notes of that series is
payable;




     (4) the rate or rates at which the Notes of that series shall bear interest or
the manner of calculation of such rate or rates, if any;




     (5) the date or dates from which such interest shall accrue, the Interest
Payment Dates on which such interest will be payable or the manner of determination
of



10









 







such Interest Payment Dates and the record date for the determination of holders
to whom interest is payable on any such Interest Payment Dates;




     (6) the period or periods within which, the price or prices at which, and the
terms and conditions upon which, Notes of that series may be redeemed, in whole or
in part, at the option of the Company;




     (7) the obligation, if any, of the Company to redeem or purchase Notes of that
series pursuant to any sinking fund or analogous provisions (including payments made
in cash in anticipation of future sinking fund obligations) or at the option of a
holder thereof and the period or periods within which, the price or prices at which,
and the terms and conditions upon which, Notes of that series shall be redeemed or
purchased, in whole or in part, pursuant to such obligation;




     (8) the form or forms of the Note of that series including the form of the
Certificate of Authentication for that series, if other than substantially in the
form set forth in Exhibit A hereto;




     (9) if denominations of other than $100,000 or integral multiples of $1,000 in
excess thereof, the denominations in which Notes of that series shall be issuable;




     (10) whether the Notes are issuable as a Global Note and, in such case, the
identity of the Depositary for that series and the related procedures with respect
to transfer and exchange of such Global Notes;




     (11) any provisions in addition to or in lieu of, those permitted by this
Indenture relating to Events of Default or covenants of the Company with respect to
such series of Notes;




     (12) any and all other terms with respect to that series (which terms shall not
be inconsistent with the terms of this Indenture), including any terms required to
establish one or more series of medium-term notes or to issue any Notes with
original issue discount; and




     (13) any transfer restrictions and accompanying legends in addition to, or in
lieu of, those set forth herein.



     All Notes of any one series shall be substantially identical except as to denomination and
except as may otherwise be provided in or pursuant to any such Management Committee Resolution or
in any indentures supplemental hereto.



     If any of the terms of that series are established by action taken pursuant to a Management
Committee Resolution, a copy of an appropriate record of such action shall be certified by an
Authorized Person of the Company and delivered to the Trustee at or prior to the delivery of the
Officer’s Certificate setting forth the terms of that series.



     Notwithstanding Section 2.01(2) herein and unless otherwise expressly provided with respect to
a series of Notes, the aggregate principal amount of a series of Notes may be increased and
additional Notes of such series may be issued up to the maximum aggregate principal amount
authorized with respect to such series as increased.



11









 





     SECTION 2.02. Form of Notes.



     The Notes of any series and the Certificate of Authentication borne by such Notes shall, if
other than substantially in the form attached hereto as Exhibit A, be substantially of the tenor
and purport as set forth in one or more indentures supplemental hereto or as provided in a
Management Committee Resolution and as set forth in an Officer’s Certificate, and may have such
letters, numbers or other marks of identification or designation and such legends or endorsements
printed, lithographed or engraved thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Indenture, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which Notes of that series may be listed, or to conform to usage.



     SECTION 2.03. Denominations, Interest and Principal.



     The Notes shall be issuable as registered Notes and in minimum denominations of $100,000 or
integral multiples of $1,000 in excess thereof, subject to Section 2.01(9). The Notes of a
particular series shall bear interest payable on the dates and at the rate or rates specified with
respect to that series. The principal of and the interest on the Notes of any series, as well as
any premium thereon in case of redemption thereof prior to maturity, shall be payable in Dollars,
at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the
City and State of New York (which, unless changed, shall be a corporate trust office or agency of
the Trustee); provided that the payment of principal with respect to any Note will be made only
upon surrender of that Note to the Trustee. For so long as any Notes are issued as a Global Note,
payments of principal of, premium, if any, and interest on such Global Note shall be made by the
Company in immediately available funds by wire transfer to the Depositary or its nominee. At the
Company’s option, payments on the Notes of any series, if such Notes are issued in certificated
form, may also be made (i) by checks mailed by the Trustee to the Persons entitled thereto at their
registered addresses or (ii) to a holder of $1,000,000 or more in aggregate principal amount of the
Notes of a series who has delivered a written request to the Trustee at least 5 Business Days prior
to the relevant Interest Payment Date electing to have payments on such Notes made by wire transfer
to a designated account in the United States of America, by wire transfer of immediately available
funds to such designated account; provided that, in either case, the payment of principal
with respect to any Note will be made only upon surrender of that Note to the Trustee. Each Note
shall be dated the date of its authentication. Subject to Section 2.01(4), Interest on the Notes
shall be computed on the basis of a 360-day year composed of twelve 30-day months and, for any
period shorter than a full calendar month, on the basis of the actual number of days elapsed in
such period.



     The interest installment on any Note which is payable, and is punctually paid or duly provided
for, on any Interest Payment Date for Notes of that series shall be paid to the Person in whose
name that Note (or one or more Predecessor Notes) is registered at the close of business on the
regular record date for such interest installment. In the event that any Note of a particular
series or portion thereof is called for redemption and the redemption date is subsequent to a
regular record date with respect to any Interest Payment Date and prior to such Interest Payment
Date, interest on that Note will be paid upon presentation and surrender of that Note as provided
in Section 3.03.



     Any interest on any Note of any series which is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date for Notes of the same series (herein called
“Defaulted Interest”) shall forthwith cease to be payable to the registered holder on the
relevant regular record date by virtue of having been such holder, and such Defaulted Interest
shall be paid by the Company, at its election, as provided in clause (1) or clause (2) below:



12









 






     (1) The Company may elect to make payment of any Defaulted Interest on Notes to
the Persons in whose names such Notes (or their respective Predecessor Notes) are
registered at the close of business on a special record date for the payment of such
Defaulted Interest, which shall be fixed in the following manner: the Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to be
paid on each such Note and the date of the proposed payment, and at the same time
the Company shall deposit with the Trustee an amount of money equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of the
proposed payment, such money when deposited to be held in trust for the benefit of
the Persons entitled to such Defaulted Interest as in this clause provided.
Thereupon, the Trustee shall fix a special record date for the payment of such
Defaulted Interest which shall not be more than 15 nor less than 10 days prior to
the date of the proposed payment and not less than 10 days after the receipt by the
Trustee of the notice of the proposed payment. The Trustee shall promptly notify
the Company of such special record date and, in the name
and at the expense of the Company, shall cause notice of the proposed payment
of such Defaulted Interest and the special record date therefor to be mailed,
first-class postage prepaid, to each Noteholder at such Noteholder’s address as it
appears in the Note Register (as hereinafter defined), not less than 10 days prior
to such special record date. Notice of the proposed payment of such Defaulted
Interest and the special record date therefor having been mailed as aforesaid, such
Defaulted Interest shall be paid to the Persons in whose names such Notes (or their
respective Predecessor Notes) are registered on such special record date and shall
be no longer payable pursuant to the following clause (2).




     (2) The Company may make payment of any Defaulted Interest on any Notes in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which such Notes 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.



     Unless otherwise set forth in a Management Committee Resolution (or in an Officer’s
Certificate) or one or more indentures supplemental hereto establishing the terms of any series of
Notes pursuant to Section 2.01 hereof, the term “regular record date” as used in this Section with
respect to a series of Notes with respect to any Interest Payment Date for Notes of that series
shall mean either the 15th day of the month immediately preceding the month in which an Interest
Payment Date established for that series pursuant to Section 2.01 hereof shall occur, if such
Interest Payment Date is the first day of a month, or the last day of the month immediately
preceding the month in which an Interest Payment Date established for such series pursuant to
Section 2.01 hereof shall occur, if such Interest Payment Date is the 15th day of a month, whether
or not such date is a Business Day.



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



     SECTION 2.04. Printing, Execution and Authentication of Notes.




     (a) The Notes shall, subject to the provisions of Section 2.07, be printed or legibly
typed, as the proper officers of the Company may determine, and shall be signed on behalf of
the Company by an Authorized Person and need not be attested. The signature of the
Authorized



13









 







Person upon the Notes may be in the form of a facsimile signature of a present or
any future Authorized Person and may be imprinted or otherwise reproduced on the Notes and
for that purpose the Company may use the facsimile signature of any person who shall have
been an Authorized Person, notwithstanding the fact that at the time the Notes shall be
authenticated and delivered or disposed of that person shall have ceased to be an Authorized
Person.




     (b) Only such Notes as shall bear thereon a Certificate of Authentication substantially
in the form established for such Notes, executed manually by an authorized officer of the
Trustee, or by any Authenticating Agent with respect to such Notes, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. Such certificate
executed by the Trustee, or by any Authenticating Agent appointed by the Trustee with
respect to such Notes, upon any Notes executed by the Company shall be conclusive evidence
that the Note so
authenticated has been duly authenticated and delivered hereunder and that the holder
is entitled to the benefits of this Indenture.




     At any time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Notes of any series executed by the Company to the Trustee for
authentication, together with a written order of the Company for the authentication and
delivery of such Notes, signed by an Authorized Person, and the Trustee in accordance with
such written order shall authenticate and deliver such Notes.




     In authenticating such Notes and accepting the additional responsibilities under this
Indenture in relation to such Notes, the Trustee shall be entitled to receive, and (subject
to Section 7.01) shall be fully protected in relying upon (i) an Opinion of Counsel and (ii)
an Officer’s Certificate, each stating that the form and terms thereof have been established
in conformity with the provisions of this Indenture. Each Opinion of Counsel and Officer’s
Certificate delivered pursuant to this Section 2.04 shall include all statements prescribed
by Section 13.05. If all the Notes of any series are not to be issued at one time, it shall
not be necessary to deliver an Opinion of Counsel and Officer’s Certificate at the time of
issuance of each Note, but such opinion and certificate shall be delivered at or before the
time of issuance of the first Note of such series to be issued.




     (c) Any of the Notes may be issued with appropriate insertions, omissions,
substitutions and variations, and may have imprinted or otherwise reproduced thereon such
legend or legends, not inconsistent with the provisions of this Indenture, as may be
required to comply with any law or with any rules or regulations pursuant thereto, or with
the rules of any securities market in which the Notes are admitted to trading, or to conform
to general usage.




     (d) Notes offered and sold in reliance on Rule 903 of Regulation S under the Securities
Act (“Regulation S”) shall be issued initially in the form of the Regulation S
Temporary Global Note, for each series of Notes, which will be deposited on behalf of the
purchasers of the Notes represented thereby with the Trustee, at the Corporate Trust Office,
as custodian for the Depositary, and registered in the name of the Depositary or the nominee
of the Depositary for the accounts of designated agents holding on behalf of Euroclear or
Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter
provided. The Restricted Period will be terminated upon the receipt by the Trustee of:




     (1) a written certificate from the Depositary, together with copies of
certificates from Euroclear and Clearstream certifying that they have received
certification of non-United States beneficial ownership of 100% of the aggregate
principal amount of the Regulation S Temporary Global Note (except to the extent of
any



14









 







beneficial owners thereof who acquired an interest therein during the Restricted
Period pursuant to another exemption from registration under the Securities Act and
who will take delivery of a beneficial ownership interest in a Rule 144A Global Note
or an Accredited Investor Note bearing a Private Placement Legend, all as
contemplated by Section 2.04(e)(iii) hereof); and




     (2) an Officers’ Certificate from the Company stating that the Restricted
Period has terminated.




     Following the termination of the Restricted Period, beneficial interests in the
Regulation S Temporary Global Note for a series will be exchanged for beneficial interests
in the Unrestricted Global Note for the same series substantially in the form of the Note
attached as
Exhibit A, or such other form as shall be established by or pursuant to a Management
Committee Resolution (and set forth in an Officer’s Certificate) or one or more indentures
supplemental hereto, bearing the Global Note Legend, duly executed by the Company and
authenticated and delivered by the Trustee as hereinafter provided pursuant to the
Applicable Procedures. Simultaneously with the authentication of the Unrestricted Global
Note, the Trustee will cancel the Regulation S Temporary Global Note. The aggregate
principal amount of the Regulation S Temporary Global Note and the Unrestricted Global Note
may from time to time be increased or decreased by adjustments made on the records of the
Trustee as such, or as custodian for the Depositary, and the Depositary or its nominee, as
the case may be, in connection with transfers of interest as hereinafter provided.




     Notes offered and sold in reliance on Rule 144A under the Securities Act (“Rule
144A”) shall be issued in the form of one or more permanent Global Notes (the “Rule
144A Global Notes”) for each series of Notes in definitive, fully registered form
without interest coupons substantially in the form of the Note attached as Exhibit A, or
such other form as shall be established by or pursuant to a Management Committee Resolution
(and set forth in an Officer’s Certificate) or one or more indentures supplemental hereto,
bearing the Global Note Legend and the Private Placement Legend and deposited with the
Trustee, at the Corporate Trust Office, as custodian for the Depositary, duly executed by
the Company and authenticated and delivered by the Trustee as hereinafter provided. The
aggregate principal amount of the Rule 144A Global Notes with respect to any series of Notes
may from time to time be increased or decreased by adjustments made on the records of the
Trustee, as such or as custodian for the Depositary, and the Depositary or its nominee, as
the case may be, as hereinafter provided.




     Notes offered and sold to institutions that are “accredited investors” within the
meaning of Rule 501(a)(1), (2), (3) or (7) of the Securities Act shall be issued in the form
of certificated Notes (the “Accredited Investor Notes”) in definitive, fully
registered form without interest coupons substantially in the form of the Note attached as
Exhibit A, or such other form as shall be established by or pursuant to a Management
Committee Resolution (and set forth in an Officer’s Certificate) or one or more indentures
supplemental hereto, bearing the Private Placement Legend, duly executed by the Company and
authenticated and delivered by the Trustee as hereinafter provided.




     (e) (i) Except as otherwise provided pursuant to Section 2.01(13), this Section
2.04(e)(i) shall apply only to Notes in global form (“Global Notes”). The Company
shall execute and the Trustee shall, in accordance with this Section 2.04(e)(i),
authenticate and deliver Global Notes for each series of Notes that (a) shall be registered
in the name of the Depositary for such Global Notes or the nominee of such Depositary, (b)
shall be deposited on behalf of Agent



15









 







Members (as defined herein) with the Trustee, as
custodian for the Depositary and (c) shall bear legends substantially to the following
effect (the “Global Note Legend”):




“UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK)
(“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN”.




“TRANSFERS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS NOTE
SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN SECTION 2.06 OF THE INDENTURE REFERRED TO
ON THE REVERSE HEREOF”.




     Members of, or participants in, a Depositary (“Agent Members”) shall
have no rights under this Indenture with respect to any Global Note held on their
behalf by the Depositary or under any Global Note, and the Depositary may be treated
by the Company, the Trustee, and any agent of the Company or the Trustee as the
absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the
Company or the Trustee from giving effect to any written certification, proxy or
other authorization furnished by the Depositary or impair, as between the Depositary
and its Agent Members, the operation of customary practices governing the exercise
of the rights of a holder of any security.




     (i) Except as otherwise provided pursuant to Section 2.01(13), this Section
2.04(e)(ii) shall apply only to the Global Notes deposited on behalf of the
purchasers of the Notes represented thereby with the Trustee as custodian for the
Depositary for credit to their respective accounts (or to such other accounts as
they may direct) at Euroclear or Clearstream insofar as interests in the Global
Notes are held by the Agent Members for Euroclear or Clearstream.




     The provisions of the “Operating Procedures of the Euroclear System” and the
“Terms and Conditions Governing Use of Euroclear” and the “General Terms and
Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream,
respectively, shall be applicable to such Global Notes insofar as interests therein
are held by the Agent Members for Euroclear and Clearstream.



16









 






     (ii) Except as otherwise provided pursuant to Section 2.01(13), this Section
2.04(e)(iii) shall apply only to the Rule 144A Global Notes, any certificated Notes
issued in accordance with Section 2.05 hereof in exchange therefor (and any
certificated securities issued to qualified institutional buyers in exchange
therefor) and to Accredited Investor Notes.




     The Company shall execute and the Trustee shall, in accordance with this
Section 2.04(e)(iii), authenticate and deliver Rule 144A Global Notes, certificated
Notes issued in accordance with Section 2.05 hereof in exchange therefor (and any
certificated securities issued to qualified institutional buyers in exchange
therefor) and Accredited
Investor Notes for each series of Notes that shall bear legends substantially
to the following effect:




     “THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT’’), AND, ACCORDINGLY, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING
SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:




     (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER’’ (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) (A “QIB’’);




     (2) AGREES THAT IT WILL NOT, PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD
APPLICABLE TO SALES OF THE SECURITY UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR
ANY SUCCESSOR PROVISION), RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO
THE ISSUER OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER REASONABLY
BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION
MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (D)
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E)
TO AN INSTITUTIONAL “ACCREDITED INVESTOR’’ (AS DEFINED IN RULE 501(A)(1), (2), (3)
OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER,
FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
AGREEMENTS RELATING TO THE TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED
FROM THE TRUSTEE) AND AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER, IF THE ISSUER
SO REQUESTS, THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (F) IN
ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER), OR
(G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN
EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES



17









 







LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION; AND




     (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN
INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.




AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION’’ AND “UNITED
STATES’’ HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S
UNDER THE
SECURITIES ACT. THE INDENTURE GOVERNING THIS SECURITY CONTAINS A
PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER
OF THIS SECURITY IN VIOLATION OF THE FOREGOING RESTRICTIONS.”




     (iii) Except as otherwise provided pursuant to Section 2.01(13), this Section
2.04(e)(iv) shall apply only to Regulation S Temporary Global Notes.




     The Company shall execute and the Trustee shall, in accordance with this
Section 2.04(e)(iv), authenticate and deliver Regulation S Temporary Global Notes
issued in accordance with Section 2.05 that shall bear legends substantially to the
following effect (the “Regulation S Legend”):




“THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE,
AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR
CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED
HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS
REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE
PAYMENT OF INTEREST HEREON.”



     SECTION 2.05. Global Notes.




     (a) Except for a transfer pursuant to the provisions of Section 2.06(b)(v) hereof,
portions of a Global Note of any series deposited with the Depositary pursuant to Section
2.04 shall be transferred in certificated form to the beneficial owners thereof only if such
transfer complies with Section 2.06 and (i) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for such Global Note or if at any time such
Depositary ceases to be a “clearing agency” registered under the Exchange Act and a
successor depositary is not appointed by the Company within 90 days of such notice or within
90 days after the Company becomes aware of such cessation, (ii) an Event of Default has
occurred and is continuing with respect to the Notes of such series and payment of principal
thereof and interest thereon has been accelerated and the owners of beneficial interests in
the Global Notes with fractional undivided interests aggregating not less than a majority
interest advise the Trustee, the Company and the Depositary through Agent Members in writing
that the continuation of a book-entry system through the Depositary or its successors is no
longer in their best interest or (iii) the Company determines (subject to the procedures of
the Depositary) that the Notes of such series shall no longer be represented by such Global
Note.



18









 






     (b) A Global Note of a series, portions of which are transferable to the beneficial
owners thereof pursuant to this Section 2.05, shall be surrendered by the Depositary to the
Trustee at its Corporate Trust Office for registration of transfer, in whole or from time to
time in part, without charge, and the Trustee shall authenticate and deliver, upon such
registration of transfer of each portion of such Global Note, an equal aggregate principal
amount of certificated Notes of such series of authorized denominations. Any portion of a
Global Note whose registration is transferred pursuant to this Section 2.05 shall be
executed, authenticated and delivered only in the denominations, if other than as specified
in Section 2.01(9), specified in the
Management Committee Resolution or indenture supplemental hereto with respect to such
series of Notes and registered in such names as the Depositary shall direct. Any Note of
any series delivered in exchange for a portion of a Rule 144A Global Note of such series
shall bear the Private Placement Legend.




     (c) Subject to the provisions of Section 2.04(e) above, the registered holder of any
Global Note may grant proxies and otherwise authorize any person, including Agent Members
and persons that may hold interests through Agent Members, to take any action which a
Noteholder is entitled to take under this Indenture or the Notes of the applicable series.




     (d) In the event of the occurrence of any of the events specified in paragraph (a) of
this Section 2.05, the Company shall promptly make available to the Trustee a reasonable
supply of certificated Notes of each applicable series in definitive fully registered form
without interest coupons.




     (e) The Global Notes of each series issued and authenticated pursuant to the first
paragraph of Section 2.04(d) (both before and after the expiration of the Restricted Period)
and the Rule 144A Global Notes of each series shall each be assigned separate securities
identification numbers.




     (f) None of the Company, the Trustee nor any agent of the Company or the Trustee will
have any responsibility or liability for any aspect of the records relating to or payments
made on account of beneficial ownership interests of a Global Note or maintaining,
supervising or reviewing any records relating to such beneficial ownership interests.



     SECTION 2.06. Registration, Registration of Transfer and Exchange.




     (a) The Company shall cause to be kept at each office or agency to be maintained for
the purpose as provided in Section 4.02 hereof in the Borough of Manhattan, the City and
State of New York or such other location as designated by the Company, a register or
registers (herein referred to as the “Note Register”) in which, subject to such
reasonable regulations as it may prescribe, it will register or cause to be registered, and
will register or cause to be registered the transfer of, Notes as in this Article provided.
The Trustee is hereby appointed “Note Registrar” for the purpose of registering
Notes and transfers of Notes as herein provided. Any successor Note Registrar shall be
appointed as authorized by a Management Committee Resolution. If at any time the Trustee
shall not be serving as Note Registrar, at all reasonable times such Note Register shall be
open for inspection by the Trustee. In no case shall there be more than one Note Register
per series of Notes.




     Upon due presentation for registration of transfer of any Note at each such office or
agency, the Company shall execute and the Trustee shall authenticate and deliver in the name
of the transferee or transferees a new Note or Notes of the same series in authorized
denominations for a like aggregate principal amount.



19









 






     Any Note or Notes may be exchanged for a Note or Notes of the same series in other
authorized denominations, in an equal aggregate principal amount. Notes to be exchanged
shall be surrendered at the office or agency of the Company designated for such purpose in
the Borough of Manhattan, the City and State of New York, and the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor the Note or Notes of the
same series
which the Noteholder making the exchange shall be entitled to receive, bearing numbers
not contemporaneously outstanding.




     All Notes presented for registration of transfer, exchange, redemption or payment shall
(if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a
written instrument or instruments of transfer in form satisfactory to the Company or the
Trustee, duly executed by the Noteholder or its attorney duly authorized in writing.




     The Company or Trustee shall not be required to exchange or register a transfer of (a)
any Notes of any series for a period of 15 days next preceding the first mailing of notice
of redemption of Notes of such series to be redeemed, (b) any Note of any series selected,
called or being called for redemption except, in the case of any Note of such series where
notice has been given to the Noteholders that such Note is to be redeemed in part, the
portion thereof not so to be redeemed or (c) any Note of any series that, in accordance with
its terms, has been surrendered for repayment at the option of the Noteholder, except the
portion, if any, of such Note not to be so repaid.




     All Notes of any series issued upon any registration of transfer or exchange of Notes
shall be valid obligations of the Company, evidencing the same debt, and entitled to the
same benefits under this Indenture, as the Notes of such series surrendered upon such
registration of transfer or exchange.




     (b) Notwithstanding any provision to the contrary herein, so long as a Global Note of
any series remains Outstanding and is held by or on behalf of the Depositary, transfers of a
Global Note of such series, in whole or in part, shall only be made (x) in the case of
transfers of portions of a Global Note of such series to the beneficial owners thereof in
certificated form, in accordance with Section 2.05, and (y) in all other cases, in
accordance with this Section 2.06(b) (and subject, in each case, to the provisions of any
Legend (as defined herein) imprinted on such Global Note).




     (i) Transfers of Global Notes as such. Subject to Section 2.05 and to
clauses (ii) through (vi) of this Section 2.06(b), transfers of a Global Note shall
be limited to transfers of such Global Note in whole, and not in part, to the
Depositary, to nominees of the Depositary or to a successor of the Depositary or
such successor’s nominee.




     (ii) Rule 144A Global Note or Accredited Investor Note to Regulation S
Temporary Global Note. If a holder of a beneficial interest in the Rule 144A
Global Note of any series deposited with the Depositary, or the holder of an
Accredited Investor Note of any series, as the case may be, wishes at any time to
exchange its interest in such Note for an interest in the Regulation S Temporary
Global Note or transfer its interest in such Note to a Person who wishes to take
delivery thereof in the form of an interest in the Regulation S Temporary Global
Note, such holder may, subject to the rules and procedures of the Depositary,
exchange or transfer or cause the exchange or transfer of such interest for an
equivalent beneficial interest in the Regulation S Temporary Global Note of such
series in accordance with, and subject to, this clause (ii). Upon receipt by the
Trustee at the Corporate Trust Office of (1) instructions given in accordance with
the Depositary’s procedures from an Agent Member directing the Trustee to credit or
cause to be credited a beneficial interest in the Regulation S Temporary Global Note
of any series in an amount equal to (x) the beneficial interest in the Rule 144A
Global Note of such series or (y) the aggregate principal amount of the Accredited
Investor Note of such series, as the case may be, to be exchanged or transferred,
(2) a written order given in
accordance with the



20









 







Depositary’s procedures containing information regarding
the Euroclear or Clearstream account to be credited with such increase and the name
of such account, and (3) a certificate in the form of Exhibit B attached hereto
given by the holder of such interest stating that the exchange or transfer of such
interest has been made in compliance with the transfer restrictions applicable to
the Notes of such series and pursuant to and in accordance with Regulation S, the
Trustee shall instruct the Depositary to reduce the Rule 144A Global Note of such
series by the aggregate principal amount of the beneficial interest in the Rule 144A
Global Note of such series to be so exchanged or transferred or, in the case of an
Accredited Investor Note of such series, shall cancel such Note surrendered for
transfer or exchange in accordance with Section 2.09 hereof, and the Trustee shall
instruct the Depositary, concurrently with such reduction or cancellation to
increase the principal amount of the Regulation S Temporary Global Note of such
series by the aggregate principal amount of the beneficial interest in the Rule 144A
Global Note of such series or, in the case of an Accredited Investor Note, by the
aggregate principal amount of the Accredited Investor Note of such series to be so
exchanged or transferred, and to credit or cause to be credited to the account of
the Person specified in such instructions (who shall be the Agent Member for
Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the
Regulation S Temporary Global Note of such series equal to the reduction in the
principal amount of the Rule 144A Global Note of such series or to the aggregate
principal amount of the Accredited Investor Note of such series, as the case may be.




     (iii) Rule 144A Global Note or Accredited Investor Note to Unrestricted
Global Note. If a holder of a beneficial interest in the Rule 144A Global Note
of any series deposited with the Depositary, or the holder of an Accredited Investor
Note of any series, as the case may be, wishes at any time to exchange its interest
in such Note for an interest in the Unrestricted Global Note of such series or
transfer its interest in such Note to a Person who wishes to take delivery thereof
in the form of an interest in the Unrestricted Global Note of such series, such
holder may, subject to the rules and procedures of the Depositary, exchange or cause
the exchange or transfer or cause the transfer of such interest for an equivalent
beneficial interest in the Unrestricted Global Note of such series in accordance
with, and subject to, this clause (iii). Upon receipt by the Trustee at the
Corporate Trust Office of (1) instructions given in accordance with the Depositary’s
procedures from an Agent Member directing the Trustee to credit or cause to be
credited a beneficial interest in the Unrestricted Global Note of a series in an
amount equal to (x) the beneficial interest in the Rule 144A Global Note of such
series or (y) the aggregate principal amount of the Accredited Investor Note of such
series, as the case may be, to be exchanged or transferred, (2) a written order
given in accordance with the Depositary’s procedures containing information
regarding the participant account of the Depositary and, in the case of a transfer
pursuant to and in accordance with Regulation S, the Euroclear or Clearstream
account to be credited with such increase and (3) a certificate in the form of
Exhibit C attached hereto given by the holder of such interest stating that the
exchange or transfer of such interest has been made in compliance with the transfer
restrictions applicable to the Notes of such series and (A) in the case of an
exchange, that either (x) the Note being exchanged is not a “restricted security” as
defined in Rule 144 under the Securities Act (“Rule 144”), or (y) the
exchange is being



21









 







made to facilitate a contemporaneous transfer that complies with
this clause (iii), (B) in the case of a transfer pursuant to Regulation S, that the
Note is being transferred pursuant to and in accordance with Regulation S, (C) in
the case of a transfer pursuant to Rule 144, that the Note is being transferred
pursuant to and in accordance with Rule 144 or (D) in the case of a transfer
pursuant to another exemption from the Securities Act (other than
Rule 144A), specifying the basis for such exemption, the Trustee shall instruct
the Depositary to reduce the Rule 144A Global Note of such series by the aggregate
principal amount of the beneficial interest in the Rule 144A Global Note of such
series to be so exchanged or transferred or, in the case of an Accredited Investor
Note of such series, shall cancel such Note surrendered for transfer or exchange in
accordance with Section 2.09 hereof, and the Trustee shall instruct the Depositary,
concurrently with such reduction or cancellation, to increase the principal amount
of the Unrestricted Global Note of such series by the aggregate principal amount of
the beneficial interest in the Rule 144A Global Note of such series or, in the case
of an Accredited Investor Note, by the aggregate principal amount of the Accredited
Investor Note of such series to be so exchanged or transferred, and to credit or
cause to be credited to the account of the Person specified in such instructions a
beneficial interest in the Unrestricted Global Note of such series equal to the
reduction in the principal amount of the Rule 144A Global Note of such series or to
the aggregate principal of the Accredited Investor Note of such series, as the case
may be.




     (iv) Regulation S Temporary Global Note, Unrestricted Global Note or
Accredited Investor Note to Rule 144A Global Note. If a holder or a beneficial
interest in the Regulation S Temporary Global Note of any series or the Unrestricted
Global Note of any series deposited with the Depositary, or the holder of an
Accredited Investor Note of any series, as the case may be, wishes at any time to
exchange its interest in such Note for an interest in the Rule 144A Global Note of
such series or transfer its interest in such Note to a Person who wishes to take
delivery thereof in the form of an interest in the Rule 144A Global Note of such
series such holder may, subject to the rules and procedures of Euroclear or
Clearstream and the Depositary, as the case may be, exchange or transfer or cause
the exchange or transfer of such interest for an equivalent beneficial interest in
the Rule 144A Global Note of such series, in accordance with, and subject to, this
clause (iv). Upon receipt by the Trustee, at the Corporate Trust Office of (1)
instructions from Euroclear or Clearstream or the Depositary, as the case may be,
directing the Trustee to credit or cause to be credited a beneficial interest in the
Rule 144A Global Note of a series in an amount equal to (x) the beneficial interest
in the Regulation S Temporary Global Note of such series or the Unrestricted Global
Note of such series, or (y) the aggregate principal amount of the Accredited
Investor Note, to be exchanged or transferred, such instructions to contain
information regarding the Agent Member’s account with the Depositary to be credited
with such increase, and, with respect to an exchange or transfer of an interest in
the Unrestricted Global Note of such series, information regarding the Agent
Member’s account with the Depositary to be debited with such decrease, and (2) a
certificate in the form of Exhibit D attached hereto given by the holder of such
interest and stating that the Person exchanging or transferring such interest in the
Regulation S Temporary Global Note of such series, the Unrestricted Global Note of
such series or the Accredited Investor Note of such series, as the case may be,
reasonably believes that the Person acquiring such interest in the Rule 144A Global
Note is a qualified institutional buyer (as defined in Rule 144A) and is obtaining
such beneficial interest in a transaction meeting the requirements of Rule 144A,
Euroclear or Clearstream or the Trustee, as the case may be, shall instruct the
Depositary to reduce the Regulation S Temporary Global Note of such series or the
Unrestricted Global Note of such series, as the case may be, by the aggregate
principal amount of the beneficial interest in the Regulation S Temporary Global
Note of such series or the Unrestricted Global Note of



22









 







such series to be exchanged
or transferred, or, in the case of an Accredited Investor Note, shall cancel such
Note surrendered for transfer or exchange in accordance with Section 2.09 hereof,
and the Trustee shall instruct the Depositary, concurrently with
such reduction or cancellation to increase the principal amount of the Rule
144A Global Note of such series by the aggregate principal amount of the beneficial
interest in the Regulation S Temporary Global Note of such series or the
Unrestricted Global Note of such series, or by the aggregate principal amount of the
Accredited Investor Note of such series, as the case may be, to be so exchanged or
transferred, and to credit or cause to be credited to the account of the Person
specified in such instructions a beneficial interest in the Rule 144A Global Note of
such series equal to the reduction in the principal amount of the Regulation S
Temporary Global Note of such series, the Unrestricted Global Note of such series,
or to the aggregate principal amount of the Accredited Investor Note of such series,
as the case may be.




     (v) Rule 144A Global Note or Regulation S Temporary Global Note or
Unrestricted Global Note to Accredited Investor Note. If a holder of a
beneficial interest in the Rule 144A Global Note of any series, the Regulation S
Temporary Global Note of any series or the Unrestricted Global Note of any series
deposited with the Depositary wishes at any time to exchange its interest in such
Global Note for an Accredited Investor Note of such series or transfer its interest
in such Note to a Person who wishes to take delivery thereof in the form of an
Accredited Investor Note of such series such holder may, subject to the rules and
procedures of Euroclear or Clearstream and the Depositary, as the case may be,
exchange or transfer or cause the exchange or transfer of such interest for an
equivalent interest in an Accredited Investor Note of such series, in accordance
with, and subject to, this clause (v). Upon receipt by the Trustee, at the
Corporate Trust Office, of a certificate in the form of Exhibit E attached hereto
given by the holder of such beneficial interest and stating that the Person
exchanging or transferring such interest reasonably believes that the Person
acquiring such interest in an Accredited Investor Note of such series is an
institution that is an “accredited investor” (as defined in Rule 501(a)(l), (2), (3)
or (7) under the Securities Act) and is obtaining such interest in a transaction
exempt from the Securities Act and of a certificate in the form of Exhibit F
attached hereto given by the transferee of such interest certifying that it is an
institution that is an “accredited investor” (as defined in Rule 501(a)(l), (2), (3)
or (7) under the Securities Act), Euroclear or Clearstream or the Trustee, as the
case may be, shall instruct the Depositary to reduce the Regulation S Temporary
Global Note of such series, the Unrestricted Global Note of such series or the Rule
144A Global Note of such series, as the case may be, by the aggregate principal
amount of the beneficial interest in such Global Notes to be exchanged or
transferred and the Company shall execute, and the Trustee shall authenticate and
deliver in the name of the Person specified in such instructions an Accredited
Investor Note of such series equal to the reduction in the principal amount of the
Regulation S Temporary Global Note of such series, the Unrestricted Global Note of
such series or the Rule 144A Global Note of such series, as the case may be.




     (vi) Other Exchanges. In the event that a Global Note is exchanged for
Notes in definitive registered form without interest coupons pursuant to Section
2.05 hereof, such Notes may be exchanged or transferred for one another only in
accordance with such procedures as are substantially consistent with the provisions
of clauses (ii) through (v) above (including, without limitation, the certification
requirements intended to insure



23









 







that such exchanges or transfers comply with Rule
144A, Rule 144 or Regulation S and generally with the Securities Act, as the case
may be) and as may be from time to time adopted by the Company and the Trustee.




     (c) Successive registrations and registrations of transfers and exchanges as aforesaid
may be made from time to time as desired, and each such registration shall be noted on the
Note Register. No service charge shall be made for any registration of transfer or exchange
of the Notes, but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith and any other amounts required to
be paid by the provisions of the Notes.




     (d) If Notes are issued upon the registration of transfer, exchange or replacement of
Notes not bearing the legends required by the form of Note attached as Exhibit A, or such
other form as shall be established by or pursuant to a Management Committee Resolution (and
set forth in an Officer’s Certificate) or one or more indentures supplemental hereto,
(collectively, the “Legend”), the Notes so issued shall not bear the Legend. If
Notes are issued upon the registration or transfer, exchange or replacement of Notes bearing
the Legend, or if a request is made to remove the Legend on a Note, the Notes so issued
shall bear the Legend, or the Legend shall not be removed, as the case may be, unless there
is delivered to the Company and the Trustee such satisfactory evidence, which may include an
opinion of counsel of recognized standing licensed to practice law in the State of New York
and experienced in matters involving the Securities Act, as may be reasonably required by
the Company that neither the Legend nor the restrictions on transfer set forth therein are
required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144
or Regulation S or that such Notes are not “restricted securities” within the meaning of
Rule 144. Upon provision of such satisfactory evidence, the Trustee, at the direction of
the Company, shall authenticate and deliver a Note that does not bear the Legend. If a
Legend is removed from the face of a Note and the Note is subsequently held by an Affiliate
of the Company, the Legend shall be reinstated.



     SECTION 2.07. Temporary Notes.



     Pending the preparation of definitive Notes of any series, the Company may execute, and the
Trustee shall authenticate and deliver, temporary Notes (printed, lithographed or typewritten) of
any authorized denomination, and substantially in the form of the definitive Notes in lieu of which
they are issued, but with such omissions, insertions and variations as may be appropriate for
temporary Notes, all as may be determined by the Company. Every temporary Note of any series shall
be executed by the Company and be authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with like effect, as the definitive Notes of that series in
accordance with the terms of Section 2.04 hereof. Without unnecessary delay the Company will
execute and will furnish definitive Notes of such series and thereupon any or all temporary Notes
of that series may be surrendered in exchange therefor (without charge to the holders), at the
office or agency of the Company designated for the purpose in the Borough of Manhattan, the City
and State of New York, and the Trustee shall authenticate and such office or agency shall deliver
in exchange for such temporary Notes an equal aggregate principal amount of definitive Notes of
that series, unless the Company advises the Trustee to the effect that definitive Notes need not be
executed and furnished until further notice from the Company. Until so exchanged, the temporary
Notes of that series shall be entitled to the same benefits under this Indenture as definitive
Notes of that series authenticated and delivered hereunder.



24









 





     SECTION 2.08. Mutilated, Destroyed, Lost and Stolen Notes.



     In case any Note shall become mutilated or be destroyed, lost or stolen, the Company (subject
to the next succeeding sentence) shall execute, and upon its request the Trustee (subject as
aforesaid) shall authenticate and deliver, a new Note of the same series bearing a number not
contemporaneously outstanding, in exchange and substitution for the mutilated Note, or in lieu of
and in substitution for the Note so destroyed, lost or stolen. In every case the applicant for a
substituted Note shall furnish to the Company and to the Trustee such security or indemnity as may
be required by them to save each of them harmless and, in every case of destruction, loss or theft,
the applicant shall also furnish to the Company and to the Trustee evidence to their satisfaction
of the destruction, loss or theft of the applicant’s Note and of the ownership thereof. The
Trustee may authenticate any such substituted Note and deliver the same upon the written order of
the Company. Upon the issuance of any substituted Note, the Company may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and the expenses of the Trustee) connected
therewith. In case any Note which has matured or is about to mature or has been called for
redemption shall become mutilated or be destroyed, lost or stolen, the Company may, instead of
issuing a substituted Note, pay or authorize the payment of the same (without surrender thereof
except in the case of a mutilated Note) if the applicant for such payment shall furnish to the
Company and to the Trustee such security or indemnity as they may require to save them harmless
and, in case of destruction, loss or theft, evidence to the satisfaction of the Company and the
Trustee of the destruction, loss or theft of such Note and of the ownership thereof.



     Every Note issued pursuant to the provisions of this Section in substitution for any Note
which is mutilated, destroyed, lost or stolen shall constitute an additional contractual obligation
of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be found at any
time, or be enforceable by anyone, and shall be entitled to all the benefits of this Indenture
equally and proportionately with any and all other Notes of the same series duly issued hereunder.
All Notes shall be held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes,
and shall preclude (to the extent lawful) any and all other rights or remedies, notwithstanding any
law or statute existing or hereafter enacted to the contrary with respect to the replacement or
payment of negotiable instruments or other securities without their surrender.



     SECTION 2.09. Cancellations.



     All Notes surrendered for the purpose of payment, redemption, exchange or registration of
transfer shall, if surrendered to the Company or any paying agent, be delivered to the Trustee for
cancellation or, if surrendered to the Trustee, shall be canceled by it, and no Notes shall be
issued in lieu thereof except as expressly required or permitted by any of the provisions of this
Indenture. On request of the Company, the Trustee shall deliver to the Company canceled Notes held
by the Trustee. All canceled Notes held by the Trustee shall be disposed of in accordance with the
Trustee’s policy of disposal of canceled Notes; provided that the Trustee shall not be
required to destroy canceled Notes. If the Company shall otherwise acquire any of the Notes,
however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness
represented by such Notes unless and until the same are delivered to the Trustee for cancellation.



     SECTION 2.10. Benefits of Indenture.



     Nothing in this Indenture or in the Notes, express or implied, shall give or be construed to
give to any Person, other than the parties hereto and the holders of the Notes, any legal or
equitable right, remedy or claim under or in respect of this Indenture, or under any covenant,
condition or provision herein



25









 







contained; all such covenants, conditions and provisions being for
the sole benefit of the parties hereto and of the holders of the Notes.



     SECTION 2.11. Authenticating Agent.



     So long as any of the Notes of any series remain Outstanding, there may be an Authenticating
Agent for any or all such series of Notes which the Trustee shall have the right to appoint. The
Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Notes of
such series issued upon exchange, transfer or partial redemption thereof, and Notes 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. All references in this Indenture to
the authentication of Notes of any series by the Trustee shall be deemed to include authentication
by an Authenticating Agent for such series except for authentication upon original issuance or
pursuant to Section 2.07 hereof. Each Authenticating Agent shall be acceptable to the Company and
shall be a bank or trust company or corporation which has a combined capital and surplus, as most
recently reported or determined by it, of not less than $100.0 million, and which is otherwise
authorized under such laws to conduct a trust business and is subject to supervision or examination
by federal or state authorities. If at any time any Authenticating Agent shall cease to be
eligible in accordance with these provisions, it shall resign immediately.



     Any Authenticating Agent may at any time resign by giving written notice of resignation to the
Trustee and to the Company. The Trustee may at any time (and upon request by the Company shall)
terminate the agency of any Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon resignation, termination or cessation of eligibility
of any Authenticating Agent, the Trustee may appoint an eligible successor Authenticating Agent
acceptable to the Company and shall mail written notice of such appointment to all Noteholders of
the series with respect to which such Authenticating Agent shall serve, as their names and
addresses appear in the Note Register. Any successor Authenticating Agent, upon acceptance of its
appointment hereunder, shall become vested with all the rights, powers and duties of its
predecessor hereunder as if originally named as an Authenticating Agent pursuant hereto.



     SECTION 2.12. CUSIP Numbers.



     The Company in issuing the Notes may, and in the case of Global Notes pursuant to Section
2.05(e) shall, use “CUSIP” numbers (if then generally in use), and, if so used, the Trustee shall
use “CUSIP” numbers in notices of redemption as a convenience to holders of Notes; provided
that any such notice may state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as contained in any notice of a redemption and that reliance may
be placed only on the other identification numbers printed on the Notes, 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.



ARTICLE THREE

Redemption of Notes




     SECTION 3.01. Redemption of Notes.



     The Company may redeem the Notes of any series issued hereunder on and after the dates and in
accordance with the terms established for that series pursuant to Section 2.01 hereof, including
the redemption of Notes, at the Company’s option, in whole or in part, at any time (subject to
Section 2.01), at a redemption price equal to the principal amount of the Notes to be redeemed,
plus the Make-Whole



26









 







Premium, if any, plus accrued and unpaid interest, if any, on such Notes to the
date of redemption or at such other redemption price as may be determined pursuant to Section 2.01.



     SECTION 3.02. Notices of Redemption.




     (a) In case the Company shall desire to exercise such right to redeem all or, as the
case may be, a portion of the Notes of any series in accordance with the right reserved so
to do, it shall give notice of such redemption to holders of the Notes of the series to be
redeemed by mailing, first-class postage prepaid, a notice of such redemption not less than
30 days and not more than 60 days before the date fixed for redemption of that series to
such holders at their last addresses as they shall appear upon the Note Register. Any
notice which is mailed in the manner herein provided shall be conclusively presumed to have
been duly given, whether or not the registered holder receives the notice. In any case,
failure duly to give such notice to the holder of any Note of any series designated for
redemption in whole or in part, or any defect in the notice, shall not affect the validity
of the proceedings for the redemption of any other Notes of that series or any other series.
In the case of any redemption of Notes prior to the expiration of any restriction on such
redemption or pursuant to an election of the Company which is subject to a condition
provided in the terms of such Notes or elsewhere in this Indenture, the Company shall
furnish the Trustee with an Officer’s Certificate evidencing compliance with any such
restriction or condition.




     Each such notice of redemption shall identify the Notes to be redeemed (including CUSIP
numbers), specify the date fixed for redemption and the redemption price at which Notes of
that series are to be redeemed, or if not then ascertainable, the manner of calculation
thereof, and shall state that payment of the redemption price of the Notes to be redeemed
will be made at the office or agency of the Company in the Borough of Manhattan, the City
and State of New York, upon presentation and surrender of such Notes, that interest accrued
to the date fixed for redemption will be paid as specified in that notice and that from and
after that date interest will cease to accrue. If less than all the Notes of a series are
to be redeemed, the notice to the holders of Notes of that series to be redeemed shall
specify the particular Notes to be so redeemed. In case any Note is to be redeemed in part
only, the notice which relates to such Note shall state the portion of the principal amount
thereof to be redeemed, and shall state that on and after the redemption date, upon
surrender of such Note, a new Note or Notes of that series in principal amount equal to the
unredeemed portion thereof will be issued.




     (b) The Company shall give the Trustee at least 45 days’ advance notice of the date
fixed for redemption (unless shorter notice shall be acceptable to the Trustee) as to the
aggregate principal amount of Notes of the series to be redeemed, and thereupon the Trustee
shall select the
Notes to be redeemed (in principal amount of $100,000 or integral multiples of $1,000
in excess thereof), by lot, on a pro rata basis or by another method the Trustee deems fair
and appropriate (except, (i) if the Notes are listed on any national securities exchange, in
compliance with the requirements of the principal national securities exchange on which the
Notes are listed, as such requirements shall be certified to the Trustee by the Company in
an Officer’s Certificate, or (ii) if otherwise required by law) and shall thereafter
promptly notify the Company and the Note Registrar (if other than itself) in writing of the
numbers of the Notes to be redeemed. Promptly after the calculation of any redemption price
that is based on a Make-Whole Premium, the Company shall give the Trustee notice thereof and
the Trustee shall have no responsibility for calculating such redemption price.




     The Company may, if and whenever it shall so elect, by delivery of instructions signed
on its behalf by an Authorized Person or its Treasurer, instruct the Trustee or any paying
agent to



27









 







call all or any part of the Notes of a particular series for redemption and to give
notice of redemption in the manner set forth in this Section, such notice to be in the name
of the Company or its own name as the Trustee or such paying agent may deem advisable. In
any case in which notice of redemption is to be given by the Trustee or any such paying
agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the
Trustee or such paying agent, as the same may be, such Note Register, transfer books or
other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or
such paying agent to give any notice by mail that may be required under the provisions of
this Section.



     SECTION 3.03. Presentation and Surrender of Notes.




     (a) If the giving of notice of redemption shall have been completed as above provided,
the Notes or portions of Notes of the series to be redeemed specified in such notice shall
become due and payable on the date and at the place stated in such notice at the applicable
redemption price, together with interest accrued to the date fixed for redemption, and
interest on such Notes or portions of Notes shall cease to accrue on and after the date
fixed for redemption, unless the Company shall default in the payment of such redemption
price and accrued interest with respect to any such Note or portion thereof. On
presentation and surrender of such Notes on or after the date fixed for redemption at the
place of payment specified in the notice, such Notes shall be paid and redeemed at the
applicable redemption price for such series, together with interest accrued thereon to the
date fixed for redemption (but if the date fixed for redemption is an interest payment date,
the interest installment payable on such date shall be payable to the registered holder at
the close of business on the applicable record date pursuant to Section 2.03).




     (b) Upon presentation of any Note of such series which is to be redeemed in part only,
the Company shall execute, the Trustee shall authenticate and the office or agency where the
Note is presented shall deliver to the holder thereof, at the expense of the Company, a new
Note or Notes of the same series, of authorized denominations in principal amount equal to
the unredeemed portion of the Note so presented.



ARTICLE FOUR

Particular Covenants of the Company




     Unless otherwise provided in a supplemental indenture executed in accordance with Article Nine
hereof, the covenants contained in this Article Four shall apply to each series of the Notes. The
Company covenants and agrees for each series of the Notes as follows:



     SECTION 4.01. Payment of Principal, Premium and Interest.



     The Company will duly and punctually pay or cause to be paid the principal of (and premium, if
any) and interest on the Notes of that series at the time and place and in the manner provided
herein and established with respect to such Notes. Principal (and premium, if any) and interest
will be considered paid on the date due if the paying agent, if other than the Company or a
Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the
Company in immediately available funds and designated for and sufficient to pay all principal (and
premium, if any) and interest then due.



     The Company will pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess of the then
applicable interest rate on the Notes to the extent lawful; it will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest (without regard to any applicable grace period) at the same rate to the extent lawful.



28









 





     SECTION 4.02. Maintenance of Office and Agency.



     So long as any series of the Notes remains Outstanding, and thereafter as provided in Article
Eleven, the Company agrees to maintain an office or agency in the Borough of Manhattan, the City
and State of New York (which, unless changed, shall be the Corporate Trust Office of the Trustee),
with respect to each such series and at such other location or locations as may be designated as
provided in this Section 4.02, where (i) Notes of that series may be presented for payment, (ii)
Notes of that series may be presented as hereinabove authorized for registration of transfer and
exchange and (iii) notices and demands to or upon the Company in respect of the Notes of that
series and this Indenture may be given or served, such designation to continue with respect to such
office or agency until the Company shall, by written notice signed by its Authorized Person, and
delivered to the Trustee, designate some other office or agency for such purposes or any of them.
If at any time the Company shall fail to maintain any such required office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations, notices and demands may be
made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, notices and demands.



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



     SECTION 4.03. Money for Note Payments to be held in Trust.




     (a) If the Company shall appoint one or more paying agents pursuant to Section 4.02
hereof, other than the Trustee, for all or any series of the Notes, the Company will cause
each such paying agent to execute and deliver to the Trustee an instrument in which such
agent shall agree with the Trustee, subject to the provisions of this Section, that it will:




     (i) hold all sums held by it as such agent for the payment of the principal of
(and premium, if any) or interest on the Notes of that series (whether such sums
have been paid to it by the Company or by any other obligor of such Notes) 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;




     (ii) give the Trustee notice of any failure by the Company (or by any other
obligor of such Notes) to make any payment of the principal of (and premium, if any)
or interest on the Notes of that series when the same shall be due and payable;




     (iii) at any time during the continuance of any failure referred to in the
preceding paragraph (a)(ii) above, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held in trust by such paying agent; and




     (iv) perform all other duties of paying agent as set forth in this Indenture.




     (b) If the Company shall act as its own paying agent with respect to any series of the
Notes, it will, on or before each due date of the principal of (and premium, if any) and
interest on Notes of that series set aside, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any)
and interest so becoming due



29









 







on Notes of that series until such sums shall be paid to such
Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of
such action, or any failure (by it or any other obligor on such Notes) to take such action.
Whenever the Company shall have one or more paying agents for any series of Notes, it will,
no later than 11:00 A.M. New York time on or prior to each due date of the principal of (and
premium, if any) and interest on any Notes of that series, deposit with the paying agent a
sum sufficient to pay the principal (and premium, if any) and interest so becoming due, such
sum in immediately available funds 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 will promptly notify the Trustee of its action or failure so to act.




     (c) Anything in this Section 4.03 to the contrary notwithstanding, (i) the agreement to
hold sums in trust as provided in this Section 4.03 is subject to the provisions of Section
11.06 and (ii) the Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or 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 terms and conditions as those upon which such sums were
held by the Company or such paying agent; and, upon such payment by any paying agent to the
Trustee, such paying agent shall be released from all further liability with respect to such
sums.



     SECTION 4.04. Appointment of Trustee.



     The Company, whenever necessary to avoid or fill a vacancy in the Office of Trustee, will
appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a
Trustee hereunder.



     SECTION 4.05. Consolidation, Merger or Sale.



     The Company shall not, directly or indirectly, while any of the Notes remain Outstanding,
consolidate or merge with or into another Person (whether or not the Company is the surviving
company), or sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all
of its property or assets in one or more related transactions to any other Person, unless the
provisions of Article Ten hereof are complied with.



     SECTION 4.06. Certificate to Trustee.




     (a) The Company shall deliver to the Trustee, within 105 days after the end of each
fiscal year, an Officer’s Certificate stating that a review of the activities of the Company
during the preceding fiscal year has been made under the supervision of the signing
Authorized Person with a view to determining whether the Company has kept, observed,
performed and fulfilled, in all material respects, its obligations under this Indenture, and
further stating, as to such Authorized Person signing such certificate, that to his or her
Knowledge the Company has kept, observed, performed and fulfilled, in all material respects,
its covenants contained in this Indenture and is not in default in any material respect in
the performance or observance of any of the terms, provisions and conditions of this
Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults
or Events of Default of which he or she has Knowledge and what action the Company is taking
or proposes to take with respect thereto).




     (b) So long as any of the series of Notes are Outstanding, within five Business Days
after any Authorized Person obtains Knowledge of any Default or Event of Default, the
Company



30









 







will deliver to the Trustee an Officer’s Certificate specifying such Default or
Event of Default and what action the Company is taking or proposes to take with respect
thereto.



     SECTION 4.07. Reports by the Company.




     (a) If the Company becomes subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act, then the Company shall file with the Trustee, and the Trustee shall
provide Noteholders, within 30 days after it files them with the Commission, copies of its
annual reports and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the Commission may by rules and regulations prescribe)
that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of
the Exchange Act.




     (b) As long as the Company is not subject to the reporting requirements of Section 13
or 15(d) of the Exchange Act, nor is exempt from reporting pursuant to Rule 12g3-2(b) under
the Exchange Act and the Notes are “restricted securities” within the meaning of
Rule 144 under the Securities Act, upon the request of a Noteholder who is a “qualified
institutional buyer” (as defined in Rule 144A) or any owner of a beneficial interest in a
Note who is a “qualified institutional buyer” (as defined in Rule 144A), the Company shall
promptly furnish or cause to be furnished “Rule 144A Information” (as defined herein) to
such Noteholder or beneficial owner or to a prospective purchaser of such Note who is a
“qualified institutional buyer” (as defined in Rule 144A) designated by such Noteholder or
beneficial owner who is a “qualified institutional buyer” (as defined in Rule 144A).
“Rule 144A Information” shall be such information as is specified pursuant to Rule
144A(d)(4) under the Securities Act (or any successor provision thereto).




     (c) So long as any of the Notes are Outstanding, in addition to the requirement to
furnish Rule 144A Information as provided in subsection (b), the Company shall furnish or
cause to be furnished to Noteholders and (upon the request thereof delivered to the Company
or the Trustee) to holders of an interest in any Global Note (i) annual consolidated
financial statements of the Company prepared in accordance with GAAP (together with notes
thereto and a report thereon by an independent accountant of established national
reputation), such statements to be so furnished within 105 days after the end of the fiscal
year covered thereby and (ii) unaudited consolidated financial statements of the Company for
each of the first three fiscal quarters of each fiscal year of the Company and the
corresponding quarter and year-to-date period of the prior year prepared in all material
respects on a basis consistent with the annual financial statements furnished pursuant to
clause (c)(i), such statements to be so furnished within 60 days after the end of each such
quarter.



     SECTION 4.08. Limitations on Liens.



     The Company shall not and shall not permit any of its Subsidiaries to create, incur, assume or
suffer to exist any Lien to support or secure Indebtedness upon any of the Company’s Property,
whether now owned or hereafter acquired except the following Liens (the “Permitted Liens”):




     (i) a Lien that equally and ratably secures Indebtedness with respect to the
Notes under this Indenture and other Senior Debt the terms of which Senior Debt
require it to be equally and ratably secured;




     (ii) a Lien that is the result of a court judgment as to which all rights of
appeal have not terminated and is bonded or pledged or enforcement of which will not
have a Material Adverse Effect on the Company;



31









 






     (iii) a Lien granted by a Subsidiary upon any of such Subsidiary’s assets to
secure Non-Recourse Indebtedness;




     (iv) Liens on property of a Person existing at the time such Person is merged
with or into, consolidated with or acquired by, the Company or any Subsidiary of the
Company; provided that such Liens were in existence prior to such merger,
consolidation or acquisition and do not extend to any assets other than those of the
Person merged with or into, consolidated with or acquired by the Company or the
Subsidiary;




     (v) any purchase money mortgage created by the Company or a Subsidiary of the
Company to secure all or part of the purchase price of any property (or to secure a
loan made to enable the Company or a Subsidiary of the Company to acquire the
property described in such mortgage) and any mortgage existing on any property at
the time of the acquisition thereof by the Company or a Subsidiary of the Company,
whether or not assumed by the Company or such Subsidiary, and any mortgage on any
property acquired or constructed by the Company or a Subsidiary of the Company and
created not later than 12 months after (x) such acquisition or completion of such
construction or (y) commencement of full operation of such property, whichever is
later; provided that, the principal amount of the Indebtedness secured by
such mortgage, together with all other Indebtedness secured by a mortgage on such
property, shall not exceed the purchase price of the property, acquired and/or the
cost of the property constructed; provided further that, this Section
4.08(v) shall not include any purchase money mortgage created
by the Company in connection with the proposed East Coast Expansion Project or
the proposed West Coast Expansion Project (if, and to the extent, such expansion
projects are implemented);




     (vi) any Liens securing Indebtedness neither assumed nor guaranteed by the
Company or a Subsidiary of the Company nor on which it customarily pays interest,
existing upon real estate or rights in or relating to real estate (including
rights-of-way and easements) acquired by the Company or a Subsidiary of the Company,
which Liens do not materially impair the use of such property for the purposes for
which it is held by the Company or such Subsidiary;




     (vii) any Lien arising by reason of deposits with or the giving of any form of
security to any governmental agency or any body created or approved by law or
governmental regulation for any purpose at any time as required by law or
governmental regulation as a condition to the transaction of any business or the
exercise of any privilege or license, or to enable the Company or a Subsidiary of
the Company to maintain self-insurance or to participate in any fund for liability
on any insurance risks;




     (viii) any Lien existing on any office equipment, data processing equipment
(including computer and computer peripheral equipment) or transportation equipment
(including motor vehicles, aircraft and marine vessels);




     (ix) undetermined mortgages and charges incidental to construction or
maintenance;




     (x) the right reserved to, or vested in, any municipality or governmental or
other public authority or railroad by the terms of any right, power, franchise,
grant, license, permit or by any provisions of law, to terminate or to require
annual or other



32









 







periodic payments as a condition to the continuance of such right,
power, franchise, grant, license or permit;




     (xi) the Lien reserved in leases for rent and for compliance with the terms of
the lease in the case of leasehold estates;




     (xii) Liens to secure the performance of statutory obligations, surety or
appeal bonds, performance bonds or other obligations of a like nature incurred in
the ordinary course of business;




     (xiii) Liens for taxes, assessments or governmental charges or claims that are
not yet delinquent or that, if delinquent, are being contested in good faith by
appropriate proceedings as contemplated pursuant to Section 4.11;




     (xiv) Liens imposed by law, such as carriers’, wharehousemen’s, landlord’s and
mechanics’ Liens or any Lien or charge arising by reason of pledges or deposits to
secure payment of workmen’s compensation or other insurance, good faith deposits in
connection with tenders or leases of real estate, bids or contracts (other than
contracts for the payment of money), in each case, incurred in the ordinary course
of business;




     (xv) rights reserved to or vested in any municipality or public authority to
control or regulate any property of the Company or a Subsidiary of the Company, or
to use such property in any manner which does not materially impair the use of such
property for the purposes for which it is held by the Company or such
Subsidiary, or any obligations or duties, affecting the property of the Company or a
Subsidiary of the Company, to any municipality or public authority with respect to
any franchise, grant, license or permit;




     (xvi) survey exceptions, easements or reservations of, or rights of others for,
licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines,
pipelines, roads, telecommunication equipment and cable, streets, alleys, highways,
railroad purposes, the removal of oil, gas, coal or other minerals or timber, and
other like purposes, defects, irregularities, encumbrances and clouds on title and
statutory liens, or zoning or other restrictions as to the use of real property that
were not incurred in connection with Indebtedness and that do not in the aggregate
materially adversely affect the subject real property interests or materially impair
their use in the operation of the business of such Person;




     (xvii) Liens on pipelines or pipeline facilities that arise by operation of
law;




     (xviii) mortgages upon rights of way not incurred or put in place by the
Company or any Subsidiary;




     (xix) Liens in favor of collecting or payor banks having a right of setoff,
revocation, refund or chargeback with respect to money or instruments of the Company
or any of its Subsidiaries on deposit with or in possession of such bank;




     (xx) Liens on the Company’s property in existence on the date hereof other than
for borrowed money in existence on the date hereof;



33









 






     (xxi) Liens on the Company’s property in existence on the date hereof incurred
in connection with the financing of the construction of the Pipeline (the
“Construction Liens”), provided, however, that the Construction
Liens shall be Permitted Liens only during the period commencing on the date hereof
and ending not later than five Business Days hereafter; provided,
further, that so long as any Construction Liens are outstanding, the Company
shall not be permitted to create, incur, assume or suffer to exist any additional
Liens under clause (xxiii) below;




     (xxii) a Lien that extends, renews or replaces in whole or in part a Lien
referred to herein (other than any additional Lien described in clause (xxiii)
below); and




     (xxiii) any additional Lien; provided that the Indebtedness secured by
such Lien, plus all other Indebtedness secured by Liens (including Indebtedness for
Capitalized Lease Obligations but excluding Indebtedness secured by Liens otherwise
permitted by clauses (i) through (xxii) above), plus all leases under sale-leaseback
transactions which the Company has not elected to treat as an Asset Sale, does not
exceed 15% of Total Capitalization of the Company.



     SECTION 4.09. Limitation on Sale-Leaseback Transactions.



     The Company will not, and will not permit any Subsidiary to, enter into any sale-leaseback
transaction (other than any such transaction having a term of less than three years), directly or
indirectly,
with any Person (other than the Company or any Subsidiary) more than 180 days after the later
of the date of acquisition or occupancy of a Property, involving the sale, transfer or other
disposition of such Property on terms whereby the Property is leased or reacquired by the Company
or any Subsidiary.



     The foregoing restriction does not apply to any sale-leaseback transaction if (i) the lease
secures or relates to industrial revenue or pollution control bonds issued in compliance with this
Indenture; (ii) the sale-leaseback transaction is in compliance with clause (xxiii) of Section
4.08, or (iii) the Company within 6 months after the sale-leaseback transaction is completed, (a)
invests the net proceeds received from such sale-leaseback in Property of a business or businesses
meeting the requirements set forth in Section 4.10 below or (b) such net proceeds are applied to
the payment or prepayment of Indebtedness which is then payable or prepayable, provided
that for both clauses (a) and (b) above, such net proceeds from the sale, transfer or other
disposition of such Property to be subject to the sale-leaseback transaction is at least equal to
the fair market value of such Property.



     SECTION 4.10. Limitations on Lines of Business.



     The Company shall not, and shall not permit its Subsidiaries to, engage or invest in any
business or activity other than:




     (i) any business conducted by the Company and its Subsidiaries on the date
hereof, any reasonable extension thereof, and any additional business reasonably
related, incidental, ancillary or complimentary thereto; or




     (ii) any other activity permitted (or not prohibited) under the Company’s FERC
approved tariff.



34









 





     SECTION 4.11. Payment of Taxes and Other Claims.



     The Company will pay, and will cause each of its Subsidiaries to pay, prior to delinquency,
all material taxes, assessments, and governmental levies except such as are contested in good faith
and by appropriate proceedings or where the failure to effect such payment would not result in a
Material Adverse Effect.



     SECTION 4.12. Maintenance of Insurance.




     (a) The Company will provide or cause to be provided, for itself and its Subsidiaries,
insurance (including self-insurance) against loss or damage of the kinds heretofore
customarily insured against by the Company, including, property insurance, business
interruption insurance, commercial general liability insurance and workers’ compensation
insurance with reputable insurers or with the government of the United States of America, or
an agency or instrumentality thereof, in such amounts, with such deductibles and by such
methods as have been customarily heretofore maintained by the Company.




     (b) In the event any insurance (including the limits or deductibles thereof) hereby
required to be maintained, other than insurance required by law to be maintained, shall not
be
available on commercially reasonable terms in the commercial insurance market, the
Company shall not so be required to maintain any such insurance, to the extent the
maintenance thereof is not so available and, to the extent applicable, the Company may
obtain the best available insurance comparable to the requirements of this Section on
commercially reasonable terms then available in the commercial insurance market;
provided, however, that (i) the Company shall first deliver a written report
to the Trustee prepared by the Company certifying that such insurance is not available on
commercially reasonable terms in the commercial insurance market for gas pipeline projects
of similar types and capacity (and, in any case where the required amount is not so
available, certifying as to the maximum amount which is so available) and explaining in
detail the basis for such conclusions; and (ii) any such reduction in coverage shall be so
effective only so long as such insurance shall not be available on commercially reasonable
terms in the commercial insurance market.



ARTICLE FIVE

Noteholders’ Lists and Reports by the Company

and the Trustee




     SECTION 5.01. Company to Furnish Trustee Names and Addresses of Holders.



     The Company will furnish or cause to be furnished to the Trustee (a) not later than 10 days
after each regular record date (as defined in Section 2.03), a list, in such form as the Trustee
may reasonably require, of the names and addresses of the holders of each series of Notes as of
such regular record date; provided that the Company shall not be obligated to furnish or
cause to be furnished such list at any time that the list shall not differ in any respect from the
most recent list furnished to the Trustee by the Company and (b) at such other times as the Trustee
may request in writing within 30 days after the receipt by the Company of any such request, a list
of similar form and content as of a date not more than 15 days prior to the time such list is
furnished; provided, however, no such list need be furnished for any series for
which the Trustee shall be the Note Registrar.



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     SECTION 5.02. Information from Trustee.




     (a) The Trustee shall preserve, in as current a form as is reasonably practicable, all
information as to the names and addresses of the holders of Notes contained in the most
recent list furnished to it as provided in Section 5.01 and as to the names and addresses of
holders of Notes received by the Trustee in its capacity as Note Registrar (if acting in
such capacity).




     (b) The Trustee may destroy any list furnished to it as provided in Section 5.01 upon
receipt of a new list so furnished.




     (c) The rights of holders of the Notes to communicate with other holders of the Notes
with respect to their rights under this Indenture or under the Notes, and corresponding
rights and duties of the Trustee, shall be as provided by Trust Indenture Act § 312.




     (d) Each and every holder of the Notes, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any paying agent
nor any Note Registrar shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the holders of Notes in accordance with the
provisions of Trust Indenture Act § 312(b), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by reason of
mailing any material pursuant to a request made under Trust Indenture Act § 312(b).



ARTICLE SIX

Remedies of the Trustee and Noteholders

on Event of Default




     SECTION 6.01. Event of Default Defined; Acceleration of Maturity; Waiver of Default.




     (a) Unless otherwise provided pursuant to Section 2.01 hereof, the Events of Default
contained in this Article Six shall apply to each series of the Notes. Whenever used herein
with respect to Notes of a particular series, “Event of Default” means any one or
more of the following events which has occurred and is continuing:




     (i) default in the payment of the principal of (or premium, if any, on) any of
the Notes of that series as and when the same shall become due and payable, whether
at Stated Maturity, upon redemption, by declaration or otherwise;




     (ii) default in the payment of any installment of interest upon any of the
Notes of that series, as and when the same shall become due and payable, and
continuance of such default for a period of 30 days;




     (iii) failure on the part of the Company duly to observe or perform any other
of the covenants or agreements (other than those set forth in Sections 6.01(a)(i)
and (ii) above) on the part of the Company with respect to that series contained in
such Notes or otherwise established with respect to that series of Notes pursuant to
Section 2.01 hereof or contained in this Indenture (other than a covenant or
agreement which has been expressly included in this Indenture solely for the benefit
of one or more series of Notes other than such series) and such failure shall
continue for a period of 60 days after the date on which written notice of such
failure, requiring the same to be remedied and stating that such notice is a
“Notice of Default” hereunder, shall have been given to the Company and the
Trustee by the holders of at least 25% in principal amount of the Notes



36









 







of that series at the time Outstanding provided, however, that if such failure is not
capable of remedy within such 60-day period, such 60-day period shall be extended by
an additional 60 days so long as (i) such failure is subject to cure, and (ii) the
Company is using all commercially reasonable efforts to cure such failure;




     (iv) a decree or order by a court having jurisdiction in the premises shall
have been entered adjudging the Company bankrupt or insolvent, or approving as
properly filed a petition seeking liquidation or reorganization of the Company under
any Bankruptcy Law, and such decree or order shall have continued unvacated and
unstayed for a period of 90 days; an involuntary case shall be commenced under any
Bankruptcy Law in respect of any the Company and shall continue undismissed for a
period of 90 days or an order for relief in such case shall have been entered; or a
decree or order of a court having jurisdiction in the premises shall have been
entered for the appointment on the ground of insolvency or bankruptcy of a receiver,
custodian, liquidator, trustee or assignee in bankruptcy or insolvency of the
Company or of its property, or for the
winding up or liquidation of its affairs, and such decree or order shall have
remained in force unvacated and unstayed for a period of 90 days;




     (v) the Company shall institute proceedings to be adjudicated a voluntary
bankrupt, shall consent to the filing of a bankruptcy proceeding against it, shall
file a petition or answer or consent seeking liquidation or reorganization under any
Bankruptcy Law, shall consent to the filing of any such petition or shall consent to
the appointment on the ground of insolvency or bankruptcy of a receiver or custodian
or liquidator or trustee or assignee in bankruptcy or insolvency of it or of its
property, or shall make a general assignment for the benefit of creditors;




     (vi) there shall have occurred one or more defaults by the Company or any
Subsidiary in the payment of the principal of (or premium, if any, on) Indebtedness
aggregating $50,000,000 or more, when the same becomes due and payable, and such
default or defaults shall have continued after any applicable grace period and shall
not have been cured or waived, and such Indebtedness shall have been accelerated, or
otherwise required to be prepaid or repurchased (other than by regularly scheduled
required prepayments), prior to the Stated Maturity thereof;




     (vii) one or more final judgments, decrees or orders of any court, tribunal,
arbitration, administrative or other governmental body or similar entity for the
payment of money shall be rendered against the Company, any of its Subsidiaries or
any of its respective properties in an aggregate amount in excess of $50,000,000
(excluding the amount thereof covered by insurance or a performance or similar bond)
and such judgment, decree or order shall remain unvacated, undischarged and unstayed
for more than 90 days, except while being contested in good faith by appropriate
proceedings;




     (viii) (i) the Company shall file with FERC for the abandonment of the
Pipeline, (ii) FERC shall issue a final, non-appealable order for the abandonment of
the Pipeline or (iii) the Company shall otherwise abandon the Pipeline; or




     (ix) any other Event of Default provided in a supplemental indenture entered
into pursuant to Article Nine hereof or provided in a Management Committee
Resolution (and set forth in an Officer’s Certificate) under which a series of Notes
is issued.



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     (b) If an Event of Default described in clauses (a)(iv) or (v) above occurs, the
principal of all Notes shall automatically become immediately due and payable, anything
contained in this Indenture or in the Notes of that series or established with respect to
that series pursuant to Section 2.01 hereof to the contrary notwithstanding. Unless the
principal of all the Notes of a series shall have already become due and payable, if (a) an
Event of Default (described in clauses (a)(i) or (ii) above) occurs and is continuing, the
holders of not less than 25% in aggregate principal amount of the Notes of that series then
Outstanding hereunder, or (b) any other Event of Default (other than an Event of Default
described in clauses (a)(i), (ii), (iv) and (v) above) occurs and is continuing, the holders
of not less than 51% in aggregate principal amount of the Notes of that series then
Outstanding hereunder, by notice in writing to the Company and to the Trustee, may declare
the principal of all the Notes of that series to be due and payable immediately, and upon
any such declaration the same shall become and shall be immediately due and payable,
anything contained in this Indenture or in the Notes of that series or established with
respect to that series pursuant to Section 2.01 hereof to the contrary notwithstanding.




     (c) The provisions of subsection (b) of this Section 6.01, however, are subject to the
condition that if, at any time after the principal of the Notes of that series shall have
been so declared due and payable, and before any judgment or decree for the payment of the
moneys due shall have been obtained or entered as hereinafter provided, the Company shall
pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of
interest upon all the Notes of that series and the principal of (and premium, if any, on)
any and all Notes of that series which shall have become due otherwise than by acceleration
(with interest upon such principal and premium, if any, and, to the extent that such payment
is enforceable under applicable law, upon overdue installments of interest, at the rate per
annum expressed in the Notes of that series to the date of such payment or deposit) and the
amount payable to the Trustee under Section 7.06, and any and all Events of Default under
this Indenture, other than the nonpayment of principal on Notes of that series which shall
have become due by acceleration, shall have been remedied or waived as provided in Section
6.06, then and in every such case the holders of a majority in aggregate principal amount of
the Notes of that series then Outstanding, by written notice to the Company and to the
Trustee, may rescind and annul such declaration and its consequences; but no such rescission
and annulment shall extend to or shall affect any subsequent default, or shall impair any
right consequent thereon.




     (d) In case the Trustee shall have proceeded to enforce any right with respect to Notes
of that series under this Indenture and such proceedings shall have been discontinued or
abandoned because of such rescission or annulment or for any other reason or shall have been
determined adversely to the Trustee, then and in every such case, subject to any
determination in such proceeding, the Company and the Trustee shall be restored respectively
to their former positions and rights hereunder, and all rights, remedies and powers of the
Company and the Trustee shall continue as though no such proceedings had been taken.



     SECTION 6.02. Collection of Indebtedness by Trustee; Trustee May Prove Debt.




     (a) The Company covenants that (1) in case default shall be made in the payment of any
installment of interest on any of the Notes of a series, and such default shall have
continued for a period of 30 days, or (2) in case default shall be made in the payment of
the principal of (or premium, if any, on) any of the Notes of a series when the same shall
have become due and payable, whether upon maturity of the Notes of a series or upon
redemption or upon declaration or otherwise, as and when the same shall have become due and
payable, then, upon demand of the Trustee, the Company will pay to the Trustee, for the
benefit of the holders of the Notes of that series, the whole amount that then shall have
become due and payable on all such Notes for



38









 







principal (and premium, if any) or interest, or
both, as the case may be, with interest upon the overdue principal (and premium, if any) and
(to the extent that payment of such interest is enforceable under applicable law) upon
overdue installments of interest at the rate per annum expressed in the Notes of that
series; and, in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, and the amount payable to the Trustee under Section 7.06.




     (b) In case the Company shall fail forthwith to pay such amounts upon such demand, the
Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered
to institute any action or proceedings at law or in equity for the collection of the sums so
due and unpaid, and may prosecute any such action or proceeding to judgment or final decree,
and may enforce any such judgment or final decree against the Company or other obligor upon
the Notes of that series and collect in the manner provided by law out of the property of
the Company or
other obligor upon the Notes of that series wherever situated the moneys adjudged or
decreed to be payable.




     (c) In case of any receivership, insolvency, liquidation, bankruptcy, reorganization,
readjustment, arrangement, composition or other judicial proceedings affecting the Company,
or any other obligor on such Notes, the Trustee shall have power to intervene in such
proceedings and take any action therein that may be permitted by the court and shall (except
as may be otherwise provided by law) be entitled to file such proofs of claim and other
papers and documents as may be necessary or advisable in order to have the claims of the
Trustee and of the holders of Notes of such series allowed for the entire amount due and
payable by the Company or such other obligor under this Indenture, and to collect and
receive any moneys or other property payable or deliverable on any such claim, and to
distribute the same after the deduction of the amount payable to the Trustee under Section
7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the holders of Notes of that series to make such payments to the
Trustee, and, in the event that the Trustee shall consent to the making of such payments
directly to such Noteholders, to pay to the Trustee any amount due it under Section 7.06.




     (d) All rights of action and of asserting claims under this Indenture, or under any of
the terms established with respect to Notes of that series, may be enforced by the Trustee
without the possession of any of such Notes, or the production thereof at any trial or other
proceeding relative thereto, and any such suit or 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 payment to the Trustee of any amounts due under Section 7.06, be
for the ratable benefit of the holders of the Notes of that series.




     In case of an Event of Default hereunder, the Trustee may in its discretion proceed to
protect and enforce the rights vested in it by this Indenture by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any of such
rights, either at law, in equity, in bankruptcy or otherwise, whether for the specific
enforcement of any covenant or agreement contained in this Indenture or in aid of the
exercise of any power granted in this Indenture, or to enforce any other legal or equitable
right vested in the Trustee by this Indenture or by law.




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



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     SECTION 6.03. Application of Proceeds.



     Any moneys collected by the Trustee pursuant to Section 6.02 with respect to a particular
series of Notes shall be applied in the order following, at the date or dates fixed by the Trustee
and, in case of the distribution of such moneys on account of principal (or premium, if any) or
interest, upon presentation of the several Notes of that series, and stamping (or otherwise noting)
thereon the payment, if only partially paid, and upon surrender thereof if fully paid:




     FIRST: To the payment of costs and expenses of collection and of all amounts
payable to the Trustee under Section 7.06;




     SECOND: In case the principal of the Notes in respect of which moneys have
been collected shall not have become and be then due and payable, to the payment of
overdue interest on such Notes in default in the order of the maturity of the
installments of such interest, with interest (to the extent that such interest has
been collected by the Trustee) upon the overdue installments of interest at the rate
or rates of interest specified in such Notes, such payments to be made ratably to
the Persons entitled thereto, without discrimination or preference;




     THIRD: In case the principal of the Notes in respect of which moneys have been
collected shall have become and shall be then due and payable, to the payment of the
whole amount then owing and unpaid upon all such Notes for principal, premium due,
if any, and interest, with interest upon the overdue principal, and (to the extent
that such interest has been collected by the Trustee) upon overdue installments of
interest at the rate or rates of interest specified in such Notes; and in case such
moneys shall be insufficient to pay in full the whole amount so due and unpaid upon
such Notes, then to the payment of such principal and interest, without preference
or priority of principal over interest, or of interest over principal, or of any
installment of interest over any other installment of interest, ratably to the
aggregate of such principal and accrued and unpaid interest; and




     FOURTH: To the Company.



     SECTION 6.04. Limitation of Suits by Noteholders.



     No holder of any Note of any series shall have any right by virtue or by availing of any
provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or
under or with respect to this Indenture or for the appointment of a receiver or trustee, or for any
other remedy under this Indenture or the Notes, unless such holder previously shall have given to
the Trustee written notice of an Event of Default and of the continuance thereof with respect to
Notes of that series specifying such Event of Default, as provided under this Indenture or the
Notes, and unless also the holders of not less than (a) 25% in the aggregate principal amount of
the Notes of such series then Outstanding in the case of an Event of Default under Section
6.01(a)(i) or (ii), or (b) 51% in aggregate principal amount of the Notes of such series then
Outstanding in case of an Event of Default other than under Section 6.01(a)(i), (ii), (iv) and (v)
shall have made written request upon the Trustee to institute such action, suit or proceeding in
its own name as trustee hereunder and shall, have offered to the Trustee such reasonable security
and indemnity as it may require against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of
security and indemnity, shall have failed to institute any such action, suit or proceeding and
during such 60-day period, Noteholders of a majority in aggregate principal amount of the then
Outstanding Notes do not give the Trustee a direction inconsistent with such request; it being
understood and intended, and being expressly



40









 







covenanted by the taker and holder of every Note of
that series with every other such taker and holder and the Trustee, that no one or more holders of
Notes of that series shall have any right in any manner whatsoever by virtue or by availing of any
provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other
of such Notes, or to obtain or seek to obtain priority over or preference to any other such holder,
or to enforce any right under this Indenture, except in the manner herein provided and for the
equal, ratable and common benefit of all holders of Notes of that series. For the protection and
enforcement of the provisions of this Section, each and every Noteholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.



     Notwithstanding any other provisions of this Indenture, however, the right of any holder of
any Note to receive payment of the principal of and interest on such Note, as therein provided, on
or after the respective due dates expressed in such Note (or in the case of redemption, on the
redemption date), or to institute suit for the enforcement of any such payment on or after such
respective dates or redemption date, shall not be impaired or affected without the consent of such
holder.



     SECTION 6.05. Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default.




     (a) Subject to the provisions of Section 6.04, all powers and remedies given by this
Article to the Trustee or to the Noteholders shall, to the extent permitted by law, be
deemed cumulative and not exclusive of any others thereof or of any other powers and
remedies available to the Trustee or the holders of the Notes, by judicial proceedings or
otherwise, to enforce the performance or observance of the covenants and agreements
contained in this Indenture or otherwise established with respect to such Notes.




     (b) No delay or omission of the Trustee or of any holder of any of the Notes to
exercise any right or power accruing upon any Event of Default occurring and continuing as
aforesaid shall impair any such right or power, or shall be construed as a waiver of any
such default or an acquiescence therein; and, subject to the provisions of Section 6.04,
every power and remedy given by this Article or by law to the Trustee or to the holders of
Notes may be exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the holders of Notes.



     SECTION 6.06. Control by Noteholders.



     The holders of a majority in aggregate principal amount of the Notes of any series at the time
Outstanding, determined in accordance with Section 8.04, shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee with respect to that series;
provided, however, that such direction shall not be in conflict with any rule of
law or with this Indenture or unduly prejudicial to the rights of holders of Notes of any other
series at the time Outstanding determined in accordance with Section 8.04 not parties thereto (and,
subject to the provisions of Section 7.01, the Trustee shall have the right to decline to follow
any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the
Trustee, determine that the proceeding so directed would involve the Trustee in personal liability
against which indemnification would not be satisfactory). The holders of a majority in aggregate
principal amount of the Notes of a series at the time Outstanding affected thereby, determined in
accordance with Section 8.04, may on behalf of the holders of all of the Notes of such series,
waive any past default or Event of Default in the performance of any of the covenants contained
herein or established pursuant to Section 2.01 with respect to such series and its consequences,
except a default in the payment of the principal of, or premium, if any, or interest on, any of the
Notes of that series as and when the same shall become due by the terms of such Notes, which
default may be waived by the unanimous consent of the



41









 







holders affected. Upon any such waiver, the
default covered thereby shall be deemed to be cured for all purposes of this Indenture and the
Company, the Trustee and the holders of the Notes of that series shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.



     SECTION 6.07. Notice of Defaults.



     The Trustee shall, within 90 days after the occurrence of a Default or Event of Default with
respect to a particular series of Notes, transmit by mail, first-class postage prepaid, to the
holders of Notes of that series, as their names and addresses appear upon the Note Register, notice
of all Defaults or Events of Default with respect to that series actually known to the Trustee,
unless such Defaults of Events of Default shall have been cured or waived before the giving of such
notice; provided, that, except in the case of default in the payment of the principal of (or
premium, if any) or interest on any of the Notes of that series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive committee, or a
trust committee of directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the interests of the holders of Notes of that series.



     The Trustee shall not be deemed to have knowledge of any Default or Event of Default, except
(i) a Default or Event of Default under Section 6.01(a)(i) or (a)(ii) as long as the Trustee is
acting as paying agent for such series of Notes or (ii) any Default or Event of Default as to which
the Trustee shall have received written notice in accordance with Section 13.03 from the Company or
any holder of the Notes or a Responsible Officer charged with the administration of this Indenture
shall have actual knowledge or obtained written notice from the Company or any such holder.



     SECTION 6.08. Undertaking for Costs.



     All parties to this Indenture agree, and each holder of any Notes by his or her 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 or omitted by it as Trustee, the filing by any party litigant in such suit of
an undertaking to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or defenses made by such
party litigant; provided, that the provisions of this Section shall not apply to (a) any
suit instituted by the Trustee, (b) any suit instituted by any Noteholder, or group of Noteholders,
holding more than 25% in aggregate principal amount of the Outstanding Notes of any series, or (c)
any suit instituted by any Noteholder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Note of such series, on or after the respective due dates
expressed in such Note or established pursuant to this Indenture.



ARTICLE SEVEN

Concerning the Trustee




     SECTION 7.01. Duties and Responsibilities of the Trustee Prior to and During Event of
Default.




     (a) The Trustee, prior to the occurrence of an Event of Default with respect to Notes
of a series and after the curing of all Events of Default with respect to Notes of that
series which may have occurred, shall undertake to perform with respect to Notes of that
series such duties and only such duties as are specifically set forth in this Indenture, and
no implied covenants shall be
read into this Indenture against the Trustee. In case an Event of Default with respect
to Notes of a



42









 







series has occurred (which has not been cured or waived), the Trustee shall
exercise with respect to Notes of that series such of the rights and powers vested in it by
this Indenture, and use the same degree of care and skill in their exercise, as a prudent
individual would exercise or use under the circumstances in the conduct of his or her own
affairs.




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




     (1) (x) the duties and obligations of the Trustee shall with respect to Notes
of that series be determined solely by the express provisions of this Indenture, and
the Trustee shall not be liable with respect to Notes of that series except for the
performance of such duties and obligations as are specifically set forth in this
Indenture, and no implied covenants or obligations shall be read into this Indenture
against the Trustee; and (y) in the absence of bad faith on the part of the Trustee,
the Trustee may with respect to Notes of that series conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein, upon
any certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture; but in the case of any such certificates or opinions
which by any provision hereof are specifically required to be furnished to the
Trustee, the Trustee shall be under a duty to examine the same to determine whether
or not they conform to the requirements of this Indenture (but need not confirm or
investigate the accuracy of mathematical calculations or other facts stated
therein);




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




     (3) the Trustee shall not be liable with respect to any action taken or omitted
to be taken by it in good faith in accordance with the direction of the holders of
not less than a majority in principal amount of the Notes of any series (or the
direction of each Noteholder of any Series when such consent is specifically
required pursuant to Article Nine hereof) at the time Outstanding relating to the
time, method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee under this
Indenture with respect to the Notes of that series; and




     (4) none of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur or risk personal
financial liability in the performance of any of its duties or in the exercise of
any of its rights or powers, if there is reasonable ground for believing that the
repayment of such funds or liability is not reasonably assured to it under the terms
of this Indenture or adequate indemnity against such risk is not reasonably assured
to it.




     (c) 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 7.01.



     SECTION 7.02. Certain Rights of the Trustee.



     Except as otherwise provided in Section 7.01:



43









 






     (a) the Trustee may rely and shall be protected in acting or refraining from acting
upon any resolution, certificate, statement, instrument, opinion, report, notice, request,
consent, order, approval, bond, security 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, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by a Management Committee Resolution or an instrument signed in the
name of the Company by an Authorized Person (unless other evidence in respect thereof is
specifically prescribed herein);




     (c) before the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel or both covering such customary matters as the Trustee
shall reasonably request. The Trustee will not be liable for any action it takes or omits
to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The
Trustee may consult with counsel and the written advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;




     (d) the Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request, order or direction of any of the Noteholders,
pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to
the Trustee reasonable security or indemnity against the costs, expenses and liabilities
which may be incurred therein or thereby; nothing herein contained shall, however, relieve
the Trustee of the obligation, upon the occurrence of an Event of Default with respect to a
series of the Notes (which has not been cured or waived) to exercise with respect to Notes
of that series such of the rights and powers vested in it by this Indenture, and to use the
same degree of care and skill in their exercise, as a prudent individual would exercise or
use under the circumstances in the conduct of his own affairs;




     (e) if an Event of Default shall have occurred and be continuing, the Trustee shall be
under no obligation to follow any request, order or direction of the Company if in the
reasonable judgment of the Trustee the following of such request, order or direction would
not be in the best interests of all the holders;




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




     (g) 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, consent, order, approval, bond, security, or other papers or documents, unless
requested in writing to do so by the holders of not less than a majority in principal amount
of the Outstanding Notes of the particular series affected thereby (determined as provided
in Section 8.04); provided, however, that if the payment within a reasonable
time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the
making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it by the
terms of this Indenture, the Trustee may require reasonable security or indemnity against
such costs, expenses or liabilities as a condition to so proceeding. The documented
expenses reasonably incurred of every such examination shall be paid by the Company or, if
paid by the Trustee, shall be repaid by the Company upon demand;



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     (h) 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; and




     (i) the Trustee may (but shall not be required to) at any time bring an action on
behalf of the holders of Notes against third parties.



     SECTION 7.03. Trustee Not Responsible for Recitals, Disposition of Securities or
Application of Proceeds Thereof.




     (a) The recitals contained herein and in the Notes (other than the Certificate of
Authentication on the Notes) shall be taken as the statements of the Company, and the
Trustee assumes no responsibility for the correctness of the same.




     (b) The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Notes.




     (c) The Trustee shall not be accountable for the use or application by the Company of
any of the Notes or of the proceeds of the Notes, or for the use or application of any
moneys paid over by the Trustee in accordance with any provision of this Indenture or
established pursuant to Section 2.01, or for the use or application of any moneys received
by any paying agent other than the Trustee.



     SECTION 7.04. Trustee and Agents May Hold Securities; Collections, etc.



     The Trustee or any paying agent or Note Registrar, in its individual or any other capacity,
may become the owner or pledgee of Notes with the same rights it would have if it were not Trustee,
paying agent or Note Registrar.



     SECTION 7.05. Moneys Held by Trustee.



     Subject to the provisions of Section 11.06, all moneys received by the Trustee shall, until
used or applied as herein provided, be held in trust for the purposes for which they were received,
but need not be segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any moneys received by it hereunder except such as it
may agree in writing with the Company to pay thereon.



     SECTION 7.06. Compensation and Indemnification of Trustee and its Prior Claim.




     (a) The Company covenants and agrees to pay to the Trustee from time to time, and the
Trustee shall be entitled to, such compensation as the Company and the Trustee may agree
upon (which shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) for all services rendered by it in the execution of the trusts
hereby created and in the exercise and performance of any of the powers and duties hereunder
of the Trustee, and the Company will pay or reimburse the Trustee upon its request for all
reasonable documented expenses, disbursements and advances reasonably incurred or made by
the Trustee in accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of all persons
not regularly in its employ) except any such expense, disbursement or advance as may arise
from its negligence, willful misconduct or bad faith. The Company also covenants to
indemnify the Trustee for, and to hold



45









 







it harmless against, any loss, damage, claim,
liability or expense incurred without negligence, willful misconduct or bad faith on the
part of the Trustee and arising out of or in connection with the acceptance or
administration of this trust, including the costs and expenses reasonably incurred in
enforcing this Indenture against the Company and defending itself against any claim (whether
asserted by the Company, any holder of Notes or any other Person) or liability in connection
with the exercise or performance of any of its powers or duties hereunder.




     For purposes of Sections 7.02(g) and 7.06(a), expenses need only be documented if
generated by third party service providers and such expenses shall be deemed documented if
the Trustee shall have submitted to the Company an invoice from such provider.




     The Trustee will notify the Company promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Company will not relieve the Company of
its indemnity obligations hereunder except to the extent the Company is materially
prejudiced thereby. The Company will defend the claim and the Trustee will cooperate in the
defense. The Trustee may have separate counsel and the Company will pay the reasonable fees
and expenses of such counsel. The Company need not pay for any settlement made without its
prior written consent, which consent will not be unreasonably withheld.




     (b) The obligations of the Company under this Section to compensate and indemnify the
Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder and shall survive the termination of this
Indenture and the resignation or removal of the Trustee. Such additional indebtedness shall
be a senior lien to that of the Notes upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the benefit of the holders of particular
Notes, and the Notes are hereby subordinated to each such senior lien.




     (c) Without prejudice to any other rights available to the Trustee under applicable
law, when the Trustee incurs expenses or renders services in connection with an Event of
Default, the expenses (including the reasonable charges and expenses of its counsel) and
compensation for its services are intended to constitute expenses of administration under
applicable federal or state bankruptcy, insolvency or similar law.



     SECTION 7.07. Right of Trustee to Rely on Officer’s Certificate, etc..



     Except as otherwise provided in Section 7.01, whenever in the administration of the provisions
of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or
established prior to taking or suffering or omitting to take any action hereunder, it shall be
entitled to receive, and such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence, willful misconduct or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an Officer’s
Certificate delivered to the Trustee and such certificate, in the absence of negligence, willful
misconduct or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any
action taken, suffered or omitted to be taken by it under the provisions of this Indenture upon the
faith thereof.



     SECTION 7.08. Conflicting Interest.



     If the Trustee has acquired or shall acquire a conflicting interest within the meaning of the
Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and
in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this
Indenture.



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     SECTION 7.09. Persons Eligible for Appointment as Trustee.



     There shall at all times be a Trustee with respect to the Notes issued hereunder which shall
at all times be a corporation organized and doing business under the laws of the United States of
America or any State or Territory thereof or of the District of Columbia, or a corporation or other
person permitted to act as trustee by the Commission, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least $250 million, and subject
to supervision or examination by Federal, State, Territorial or District of Columbia authority. If
such corporation publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid 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. The Company
may not, nor may any person directly or indirectly controlling, controlled by, or under common
control with the Company, serve as Trustee. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in
the manner and with the effect specified in Section 7.10.



     SECTION 7.10. Resignation and Removal; Appointment of Successor Trustee.




     (a) The Trustee or any successor hereafter appointed may at any time resign with
respect to the Notes of one or more series by giving written notice thereof to the Company
and by transmitting notice of resignation by mail, first-class postage prepaid, to the
holders of Notes of that series, as their names and addresses appear upon the Note Register.
Upon receiving such notice of resignation, the Company shall promptly appoint a successor
trustee with respect to Notes of that series by written instrument, in duplicate, executed
by order of the Management Committee, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee. If no successor trustee shall have
been so appointed and have accepted appointment within 30 days after the mailing of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee with respect to Notes of that
series, or any holder of Notes of that series who has been a
bona fide holder of a Note or Notes for at least six months may, subject to the
provisions of Section 6.08, on behalf of itself and all others similarly situated, petition
any such court for the appointment of a successor trustee. Such court may thereupon after
such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.




     (b) In case at any time any of the following shall occur:




     (1) the Trustee shall fail to comply with the provisions of Section 7.08 after
written request therefor by the Company or by any holder of Notes who has been a
bona fide holder of a Note or Notes for at least six months; or




     (2) the Trustee shall cease to be eligible in accordance with the provisions of
Section 7.09 and shall fail to resign after written request therefor by the Company
or by any such holders of Notes; or




     (3) the Trustee shall become incapable of acting, shall be adjudged a bankrupt
or insolvent, 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, the Company may remove the Trustee with respect to all Notes and
appoint a successor trustee by written instrument, in duplicate, executed by order of the



47









 







Management Committee, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, subject to the provisions of Section
6.08, unless the Trustee’s duty to resign is stayed as provided herein, any holder of Notes
who has been a bona fide holder of a Note or Notes for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor trustee. Such court may
thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee
and appoint a successor trustee. If a notice of removal shall have been delivered to the
Trustee and no successor trustee shall have been appointed and have accepted appointment
within 30 days after the Trustee’s receipt of such notice of removal, the Trustee may
petition any court of competent jurisdiction for the appointment of a successor trustee.




     (c) The holders of a majority in aggregate principal amount of the Notes of any series
at the time Outstanding may at any time remove the Trustee with respect to that series and
appoint a successor trustee.




     (d) Any resignation or removal of the Trustee and appointment of a successor trustee
with respect to the Notes of a series pursuant to any of the provisions of this Section 7.10
shall become effective upon acceptance of appointment by the successor trustee as provided
in Section 7.11.




     (e) Any successor trustee appointed pursuant to this Section 7.10 may be appointed with
respect to the Notes of one or more series or all of such series, and at any time there
shall be only one Trustee with respect to the Notes of any particular series.



     SECTION 7.11. Acceptance of Appointment by Successor.




     (a) In case of the appointment hereunder of a successor trustee with respect to all
Notes, every such successor trustee so appointed shall execute, acknowledge and deliver to
the Company and to the retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee shall become effective and such
successor trustee, without any further act, deed or conveyance, shall become vested with all
the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the
Company or the successor trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor trustee all the rights,
powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor trustee all property and money held by such retiring Trustee hereunder,
subject to any prior lien provided for in Section 7.06(b).




     (b) In case of the appointment hereunder of a successor trustee with respect to the
Notes of one or more (but not all) series, the Company, the retiring Trustee and each
successor trustee with respect to the Notes of one or more series shall execute and deliver
an indenture supplemental hereto wherein each successor trustee shall accept such
appointment and which shall (1) contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Notes of that or those series
to which the appointment of such successor trustee relates, (2) contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Notes of that or those series as to which
the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee and
(3) add to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more than one



48









 







Trustee, it being understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust, that each such Trustee shall be
trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee and that no Trustee shall be responsible for any act
or failure to act on the part of any other Trustee hereunder, and upon the execution and
delivery of such supplemental indenture the resignation or removal of the retiring Trustee
shall become effective to the extent provided therein, such retiring Trustee shall with
respect to the Notes of that or those series to which the appointment of such successor
trustee relates have no further responsibility for the exercise of rights and powers or for
the performance of the duties and obligations vested in the Trustee under this Indenture,
and each such successor trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Notes of that or those series to which the appointment of such successor trustee
relates; but, on request of the Company or any successor trustee, such retiring Trustee
shall duly assign, transfer and deliver to such successor trustee, to the extent
contemplated by such supplemental indenture, the property and money held by such retiring
Trustee hereunder with respect to the Notes of that or those series to which the appointment
of such successor trustee relates.




     (c) Upon request of any such successor trustee or retiring Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and confirming to
such successor trustee all such rights, powers and trusts referred to in paragraph (a) or
(b) of this Section 7.11, as the case may be.




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




     (e) Upon acceptance of appointment by a successor trustee as provided in this Section
7.11, the Company shall transmit notice of the succession of such trustee hereunder by
mail, first-class postage prepaid, to the Noteholders, as their names and addresses
appear upon the Note Register. If the Company fails to transmit such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee shall cause
such notice to be transmitted at the expense of the Company.



     SECTION 7.12. Merger, Conversion, Consolidation or Succession to Business of Trustee.



     Any corporation into which the Trustee may be merged or converted or with which it may be
consolidated, 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
that such corporation shall be qualified under the provisions of Section 7.08 and eligible under
the provisions of Section 7.09, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary notwithstanding. In case
any Notes 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 Notes so authenticated with the same effect as if such successor
Trustee had itself authenticated such Notes.



     SECTION 7.13. Preferential Collection of Claims Against Company.



     If and when the Trustee shall become a creditor of the Company (or any other obligor upon the
Notes), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the
collection of claims against the Company (or any other obligor upon the Notes).



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ARTICLE EIGHT

Concerning the Noteholders




     SECTION 8.01. Acts of Noteholders.



     Whenever in this Indenture it is provided that the holders of a majority or specified
percentage in aggregate principal amount of the Notes of a particular series may take any action
(including the making of any demand or request, the giving of any notice, consent or waiver or the
taking of any other action), the fact that at the time of taking any such action the holders of
such majority or specified percentage of that series have joined therein may be evidenced by any
instrument or any number of instruments of similar tenor executed by such holders of Notes of that
series in person or by agent or proxy appointed in writing.



     If the Company shall solicit from the holder of Notes of any series any request, demand,
authorization, direction, notice, consent, waiver or other action, the Company may, at its option,
as evidenced by an Officer’s Certificate, fix in advance a record date for that series for the
determination of holders of Notes entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other action, but the Company shall have no obligation to do so. If
such a record date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other action may be given before or after the record date, but only the holders of Notes
of record at the close of business on the record date shall be deemed to be holders of Notes for
the purposes of determining whether holders of Notes of the
requisite proportion of Outstanding Notes of that series have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent, waiver or other
action, and for that purpose the Outstanding Notes of that series shall be computed as of the
record date; provided that no such authorization, agreement or consent by such holders of
Notes on the record date shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the record date.



     SECTION 8.02. Trustee May Require Proof of Ownership.




     (a) Subject to the provisions of Section 7.01, proof of the execution of any instrument
by a holder of Notes (such proof will not require notarization) or his, her or its agent or
proxy and proof of the holding by any person of any of the Notes shall be sufficient if made
in the following manner:




     (b) the fact and date of the execution by any such person of any instrument may be
proved in any reasonable manner acceptable to the Trustee;




     (c) the ownership of Notes shall be proved by the Note Register of such Notes or by a
certificate of the Note Registrar thereof; or




     (d) the Trustee may require such additional proof of any matter referred to in this
Section 8.02 as it shall deem necessary.



     SECTION 8.03. Noteholders to be Treated as Owners.



     Prior to the due presentment for registration of transfer of any Note, the Company, the
Trustee, any paying agent and any Note Registrar may deem and treat the Person in whose name such
Note shall be registered upon the books of the Company as the absolute owner of such Note (whether
or not such Note shall be overdue and notwithstanding any notice of ownership or writing thereon
made by anyone other than the Note Registrar) for the purpose of receiving payment of or on account
of the principal of



50









 







and premium, if any, and (subject to Section 2.03) interest on such Note and
for all other purposes; and neither the Company nor the Trustee nor any paying agent nor any Note
Registrar shall be affected by any notice to the contrary. All such payments so made to any such
Person, or upon such Person’s order, shall be valid and, to the extent of the sum or sums so paid,
effectual to satisfy and discharge the liability for monies payable upon or in respect of any such
Note.



     SECTION 8.04. Notes Held by Company Deemed Not Outstanding.



     In determining whether the holders of the requisite aggregate principal amount of Notes of a
particular series have concurred in any direction, consent or waiver under this Indenture, Notes of
that series which are owned by the Company or any other obligor on the Notes of that series or by
any Person directly or indirectly controlling or controlled by or under common control with the
Company or any other obligor on the Notes of that series shall be disregarded and deemed not to be
Outstanding for the purpose of any such determination, except that for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, consent or waiver, only
Notes of such series which the
Trustee actually knows are so owned shall be so disregarded. Notes so owned may be regarded
as Outstanding for the purposes of this Section 8.04, if the pledgee shall establish to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the
pledgee is not a person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any such other obligor. In case of a dispute as to
such right, any decision by the Trustee taken upon the advice of counsel shall be full protection
to the Trustee.



     SECTION 8.05. Right of Revocation of Action Taken.



     At any time prior to (but not after) the evidencing to the Trustee, as provided in Section
8.01, of the taking of any action by the holders of the majority or percentage in aggregate
principal amount of the Notes of a particular series specified in this Indenture in connection with
such action, any holder of a Note of that series which is shown by the evidence to be included in
the Notes the holders of which have consented to such action may, by filing written notice with the
Trustee, and upon proof of holding as provided in Section 8.02, revoke such action so far as
concerns such Note. Except as aforesaid, any such action taken by the holder of any Note shall be
conclusive and binding upon such holder and upon all future holders and owners of such Note, and of
any Note issued in exchange therefor, on registration of transfer thereof or in place thereof,
irrespective of whether or not any notation in regard thereto is made upon such Note. Any action
taken by the holders of a majority or percentage in aggregate principal amount of the Notes of a
particular series specified in this Indenture in connection with such action shall be conclusively
binding upon the Company, the Trustee and the holders of all the Notes of that series.



ARTICLE NINE

Supplemental Indentures




     SECTION 9.01. Supplemental Indentures Without Consent of Noteholders.



     The Company, when authorized by a Management Committee Resolution, and the Trustee may from
time to time and at any time enter into an indenture or indentures supplemental hereto, without the
consent of the Noteholders, for one or more 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 contained herein or otherwise established
with respect to the Notes;



51









 






     (b) to add to the covenants of the Company such further covenants, restrictions,
conditions or provisions for the protection of the holders of the Notes of all or any series
as the Management Committee and the Trustee shall consider to be for the protection of the
holders of Notes of all or any series, and to make the occurrence, or the occurrence and
continuance, of a default in any of such additional covenants, restrictions, conditions or
provisions a default or an Event of Default with respect to that series permitting the
enforcement of all or any of the several remedies provided in this Indenture as herein set
forth; provided, however, that in respect of any such additional covenant,
restriction, condition or provision, such supplemental indenture may provide for a
particular period of grace after default (which period may be shorter or longer than that
allowed in the case of other defaults), may provide for an immediate enforcement upon such
default or may limit the remedies available to the Trustee upon such default or may limit
the right
of the holders of a majority in aggregate principal amount of the Notes of such series
to waive such default;




     (c) to cure any ambiguity or to correct or supplement any provision contained herein or
in any supplemental indenture which may be defective or inconsistent with any other
provision contained herein or in any supplemental indenture, or to make such other
provisions in regard to matters or questions arising under this Indenture as shall not be
inconsistent with the provisions of this Indenture and in all such cases shall not adversely
affect the interests of the holders of the Notes of any series in any material respect;




     (d) to change or eliminate any of the provisions of this Indenture, provided
that any such change or elimination shall become effective only when there is no Note
Outstanding of any series created prior to the execution of such supplemental indenture
which is entitled to the benefit of such provision;




     (e) to modify or supplement this Indenture or any indenture supplemental hereto in such
manner as to permit the qualification thereof under the Trust indenture Act or any other
similar federal statute hereafter in effect;




     (f) to issue any Notes with original issue discount;




     (g) to establish the forms or terms of Notes of any series as permitted by Section
2.01; or




     (h) to evidence and provide for the acceptance of appointment hereunder by a successor
trustee with respect to the Notes of one or more series and to add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to the
requirements of Section 7.11.



     The Trustee is hereby authorized to join with the Company in the execution of any such
supplemental indenture, and to make any further appropriate agreements and stipulations which may
be therein contained, but the Trustee shall not be obligated to enter into any such supplemental
indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise.



     Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed
by the Company and the Trustee without the consent of the holders of any of the Notes at the time
Outstanding, notwithstanding any of the provisions of Section 9.02.



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     SECTION 9.02. Supplemental Indentures With Consent of Noteholders.



     With the consent (evidenced as provided in Section 8.01) of the holders of not less than a
majority in aggregate principal amount of the Notes of each series affected by such supplemental
indenture or indentures at the time Outstanding, the Company, when authorized by a Management
Committee Resolution, and the Trustee may from time to time and at any time enter into an indenture
or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any
manner or eliminating any of the provisions of, this Indenture or of any supplemental indenture or
of modifying in any manner the rights of the holders of the Notes of that series under this
Indenture; provided, however, that no such supplemental indenture shall (i) change
the fixed maturity of any Notes of any series, or alter or waive any of the provisions with respect
to the redemption of the Notes, alter or waive any provisions
relating to waivers of past Defaults or the rights of holders of Notes to receive payments of
principal of, or interest or premium, if any, on, the Notes, reduce the principal amount thereof,
reduce the rate or extend the time of payment of interest (including default interest) thereon,
reduce any premium (including the Make-Whole Premium) payable upon the redemption thereof, waive a
Default or Event of Default in the payment of principal of, or premium, if any, or interest on, the
Notes (except a rescission of acceleration of the Notes of a series by holders of at least a
majority in aggregate principal amount of the then Outstanding Notes of such series and a waiver of
the payment default that resulted from such acceleration), change the currency in which any payment
on the Notes is payable or impair the right to institute suit for the enforcement of any such
payment on or after the date such payment is due; (ii) reduce the aforesaid percentage of Notes,
the holders of which are required to consent to any such supplemental indenture, or modify any
provision of Section 6.01(c) (except to increase the percentage of the principal amount of Notes
required to rescind and annul any declaration of amounts due and payable under the Notes) or (iii)
make any change in the preceding amendment and waiver provisions, without the consent of the holder
of each Note then Outstanding and affected thereby.



     A supplemental indenture which changes or eliminates any covenant or other provision of this
Indenture which has expressly been included solely for the benefit of one or more particular series
of Notes, or which modifies the rights of the holders of Notes of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this Indenture of the
holders of Notes of any other series.



     Upon the request of the Company, accompanied by a Management Committee Resolution authorizing
the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence
of the consent of holders of Notes required to consent thereto as aforesaid, the Trustee shall join
with the Company in the execution of such supplemental indenture unless such supplemental indenture
affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion but shall not be obligated to enter into such supplemental
indenture.



     It shall not be necessary for the consent of the holders of Notes of any series affected
thereby under this Section 9.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the substance thereof.



     Promptly after the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of this Section 9.02, the Trustee shall transmit by mail, first-class
postage prepaid, a notice, setting forth in general terms the substance of such supplemental
indenture, to the holders of Notes of all series affected thereby as their names and addresses
appear upon the Note Register. Any failure of the Trustee to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any such supplemental
indenture.



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     SECTION 9.03. Effect of Supplemental Indenture.



     Upon the execution of any supplemental indenture pursuant to the provisions of this Article
Nine, this Indenture shall, with respect to that series, be and be deemed to be modified and
amended in accordance therewith and the respective rights, limitations of rights, obligations,
duties and immunities under this Indenture of the Trustee, the Company and the holders of Notes of
the series affected thereby shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all the terms and conditions of
any such supplemental indenture shall be and be deemed to be part of the terms and conditions of
this Indenture for any and all purposes.



     SECTION 9.04. Notation of Notes in Respect of Supplemental Indenture.



     Notes of any series affected by a supplemental indenture, authenticated and delivered after
the execution of such supplemental indenture pursuant to the provisions of this Article Nine, may
bear a notation in form approved by the Company, provided such form meets the requirements of any
exchange upon which such series may be listed, as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Notes of that series so modified as to conform,
in the opinion of the Management Committee, to any modification of this Indenture contained in any
such supplemental indenture may be prepared by the Company, authenticated by the Trustee and
delivered in exchange for the Notes of that series then Outstanding.



     SECTION 9.05. Documents to be Given to Trustee.



     The Trustee, subject to the provisions of Section 7.01, is entitled to receive an Opinion of
Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article
Nine is authorized or permitted by, and conforms to, the terms of this Article Nine and that it is
proper for the Trustee under the provisions of this Article Nine to join in the execution thereof.



ARTICLE TEN

Consolidation, Merger and Sale




     SECTION 10.01. Consolidation, Merger and Sale of Substantially all of Company’s
Assets.



     Nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or
merger of the Company with or into any other Person (whether or not Affiliated with the Company),
or successive consolidations or mergers in which the Company or its successor or successors shall
be a party or parties, or shall prevent any sale, assignment, conveyance, transfer, lease or other
disposition of all or substantially all of the assets or other property of the Company or its
successor or successors to any other Person (whether or not Affiliated with the Company or its
successor or successors), provided that (i) no Event of Default shall result from such
consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition and (ii)
the Company is the surviving or continuing entity, or (if the Company is not the surviving or
continuing entity) the surviving or continuing entity or entity that acquires the Company’s assets
by sale, assignment, conveyance, transfer or lease or other disposition is incorporated in the
United States of America or Canada and expressly assumes in accordance with Section 10.02(a) the
payment and performance of all obligations of the Company under this Indenture and the Notes.



     SECTION 10.02. Successor Person Substituted.




     (a) In case of any such consolidation, merger, sale, assignment, conveyance, transfer,
lease or other disposition and upon the assumption by the successor Person, by supplemental
indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of
the due



54









 







and punctual payment of the principal of and premium, if any, and interest on all of
the Notes of all series Outstanding and the due and punctual performance of all of the
covenants and
conditions of this Indenture or established with respect to each series of the Notes
pursuant to Section 2.01 to be performed by the Company with respect to each series, such
successor Person shall succeed to and be substituted for the Company, with the same effect
as if it had been named herein as the party of the first part, and thereupon the predecessor
Person shall be relieved of all obligations and covenants under this Indenture and the
Notes, except the provisions of Section 7.06 to the extent such provisions relate to matters
occurring before any such consolidation, merger, sale, assignment, conveyance, transfer or
other disposition. Such successor Person thereupon may cause to be signed, and may issue
either in its own name or in the name of the Company or any other predecessor obligor on the
Notes, any or all of the Notes issuable hereunder which theretofore shall not have been
signed by the Company and delivered to the Trustee; and, upon the order of such successor
company, instead of the Company, and subject to all the terms, conditions and limitations in
this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which
previously shall have been signed and delivered by the officers of the predecessor Company
to the Trustee for authentication, and any Notes which such successor Person thereafter
shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so
issued shall in all respects have the same legal rank and benefit under this Indenture as
the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as
though all of such Notes had been issued at the date of the execution hereof.




     (b) In case of any such consolidation, merger, sale, assignment, conveyance, transfer,
lease or other disposition, such changes in phraseology and form (but not in substance) may
be made in the Notes thereafter to be issued as may be appropriate.




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



     SECTION 10.03. Opinion of Counsel to Trustee.



     The Trustee, subject to the provisions of Section 7.01, shall receive an Opinion of Counsel as
conclusive evidence that any such consolidation, merger, sale, conveyance, transfer, lease or other
disposition, and any such assumption, comply with the provisions of this Article Ten.



ARTICLE ELEVEN

Satisfaction and Discharge of Indenture;

Unclaimed Moneys




     SECTION 11.01. Satisfaction and Discharge of Indenture.



     If at any time: (a) the Company shall have delivered to the Trustee for cancellation all
Notes of a series theretofore authenticated (other than any Notes which shall have been destroyed,
lost or stolen and which shall have been replaced or paid as provided in Section 2.08) and Notes
for whose payment money or Governmental Obligations have theretofore been deposited in trust or
segregated and held in trust by the Company (and thereupon repaid to the Company or discharged from
such trust, as provided in Section 11.06); (b) all such Notes of a particular series not
theretofore delivered to the Trustee for cancellation shall have become due and payable and the
Company shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in
moneys sufficient or Governmental Obligations the
principal of and interest on which is sufficient; or (c) a combination thereof, sufficient in
the opinion of a nationally recognized investment bank, appraisal firm or firm of independent
public accountants



55









 







expressed in a written certification thereof delivered to the Trustee, in each
such case to pay at maturity or upon redemption all Notes of that series not theretofore delivered
to the Trustee for cancellation, including principal (and premium, if any) and interest due or to
become due to such date of maturity or date fixed for redemption, as the case may be, and if (i) no
Default or Event of Default has occurred and is continuing on the date of such deposit and the
deposit will not result in a breach or violation of, or constitute a default under, any other
instrument to which the Company is a party or by which the Company is bound, (ii) the Company has
paid or cause to be paid all other sums payable hereunder with respect to that series, (iii) such
satisfaction and discharge under this Section 11.01 will not result in a breach or violation of, or
constitute a default under, any material agreement or instrument (other than this Indenture) to
which the Company or any of its Subsidiaries is a party or by which the Company or any of its
Subsidiaries is bound and (iv) the Company delivers an Opinion of Counsel and an Officer’s
Certificate to the Trustee stating that all conditions precedent to satisfaction and discharge have
been satisfied and (in the case of the Officer’s Certificate) that the deposit was not made by the
Company with the intent of preferring the holders of Notes over the other creditors of the Company
with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or
others; then this Indenture shall thereupon cease to be of further effect with respect to that
series except for the provisions of Sections 2.06, 2.08, 4.02 and 7.10, which shall survive until
the date of maturity or redemption date, as the case may be, and Sections 7.06 and 11.06 which
shall survive to such date and thereafter, and the Trustee, on demand of the Company and at the
cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and
discharging this Indenture with respect to such series.



     SECTION 11.02. Covenant Defeasance.



     If at any time all such Notes of a particular series not heretofore delivered to the Trustee
for cancellation or which have not become due and payable as described in Section 11.01 shall have
been paid by the Company by depositing irrevocably with the Trustee as trust funds moneys
sufficient or an amount of Governmental Obligations the principal of and interest on which is
sufficient or a combination thereof, sufficient in the opinion of a nationally recognized
investment bank, appraisal firm or firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, in each such case to pay at maturity or upon
redemption all such Notes of that series not theretofore delivered to the Trustee for cancellation,
including principal (and premium, if any) and interest due or to become due to such date of
maturity or date fixed for redemption, as the case may be, and if (i) no Default or Event of
Default has occurred and is continuing on the date of such deposit and the deposit will not result
in a breach or violation of, or constitute a default under, any other instrument to which the
Company is a party or by which the Company is bound, (ii) the Company has paid or caused to be paid
all other sums payable hereunder with respect to that series, (iii) such covenant defeasance under
this Section 11.02 will not result in a breach or violation of, or constitute a default under, any
material agreement or instrument (other than this Indenture) to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound and (iv) the
Company delivers an Opinion of Counsel and an Officer’s Certificate to the Trustee stating that all
conditions precedent to the covenant defeasance have been satisfied and (in the case of the
Officer’s Certificate) that the deposit was not made by the Company with the intent of preferring
the Noteholders over the other creditors of the Company with the intent of defeating, hindering,
delaying or defrauding any creditors of the Company or others; then after the date such moneys or
Governmental Obligations, as the case may be, are deposited with the Trustee the obligations of the
Company under this Indenture with respect to such series shall cease to be of further effect except
for the provisions of Sections 2.06, 2.08, 4.01, 4.02, 4.04, 4.07, 4.10, 4.11, 7.06, 7.10, 10.01,
10.02 and 11.06 hereof which shall survive until such Notes shall mature and be
paid. Thereafter, Sections 7.06 and 11.06 shall survive. The release of the Company from its
obligations under this Indenture, as provided for in this Section 11.02, shall be subject to the
further condition that the Company first shall have caused to be delivered to the Trustee an
Opinion of Counsel to the effect that Noteholders of a series with respect to which a deposit has
been made in accordance with this



56









 







Section 11.02 will not realize income, gain or loss for federal
income tax purposes as a result of such deposit and release, and will be subject to federal income
tax on the same amount, in the same manner and at the same times as would have been the case if
such deposit and release had not occurred.



     SECTION 11.03. Defeasance and Discharge.



     If, in addition to satisfying the conditions set forth in Section 11.01 or 11.02 (except for
the requirement of an Opinion of Counsel), the Company delivers to the Trustee an Opinion of
Counsel to the effect that (a) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling or (b) since the date of this Indenture there has been a change
in applicable federal income tax law, in either case to the effect that, and based thereon such
Opinion of Counsel shall confirm that, the Noteholders of a series with respect to which a deposit
has been made in accordance with Section 11.01 or 11.02 will not realize income, gain or loss for
federal income tax purposes as a result of such deposit, defeasance and discharge and will be
subject to federal income tax on the same amount, in the same manner and at the same times, as
would have been the case if such deposit, defeasance and discharge had not occurred, (c) the
deposit shall not result in the Company, the Trustee or the trust being deemed an “investment
company” under the Investment Company Act of 1940, as amended and (d) that all conditions precedent
required by Section 11.01, 11.02 or 11.03, as applicable, have been complied with, then, in such
event, the Company will be deemed to have paid and discharged the entire indebtedness on that
series and the holder thereof shall thereafter be entitled to receive payment solely from the trust
fund described above.



     SECTION 11.04. Deposited Money and Governmental Obligations to be Held in Trust.



     All moneys or Governmental Obligations deposited with the Trustee pursuant to Section 11.01 or
11.02 shall be held in trust and shall be available for payment as due, either directly or through
any paying agent (including the Company acting as its own paying agent), to the holders of the
particular series of Notes for the payment or redemption of which such moneys or Governmental
Obligations have been deposited with the Trustee, but such money need not be segregated from other
funds except to the extent required by law.



     The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on
or assessed against the cash or Government Obligations deposited pursuant to Section 11.01 and
11.02 hereof or the principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the holders of the Outstanding Notes.



     SECTION 11.05. Deposited Moneys Held in Trust.



     In connection with the satisfaction and discharge of this Indenture or any defeasance under
Section 11.02 or 11.03 all moneys or Governmental Obligations then held by any paying agent under
the provisions of this Indenture shall, upon demand of the Company, be repaid to the Company or
paid to the
Trustee and thereupon such paying agent shall be released from all further liability with
respect to such moneys or Governmental Obligations.



     SECTION 11.06. Repayment to the Company.



     Any moneys or Governmental Obligations deposited with any paying agent or the Trustee, or then
held by the Company, in trust for payment of principal of or premium or interest on the Notes of a
particular series that are not applied but unclaimed by the holders of such Notes for at least two
years after the date upon which the principal of (and premium, if any, including without limitation
any Make-Whole Premium) or interest on such Notes shall have respectively become due and payable,
shall, upon



57









 







written notice from the Company, be repaid to the Company on May 31 of each year or (if
then held by the Company) shall be discharged from such trust; and thereupon the paying agent and
the Trustee shall be released from all further liability with respect to such moneys or
Governmental Obligations, and the holder of any of the Notes entitled to receive such payment shall
thereafter, as an unsecured general creditor, look only to the Company for the payment thereof and
all liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make any such
repayment, shall, pursuant to an Officer’s Certificate, cause to be published once, in a newspaper
published in the English language, customarily published on each Business Day and of general
circulation in The City of New York notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the Company.



     SECTION 11.07. Reinstatement.



     If the Trustee or paying agent is unable to apply any monies or Government Obligations in
accordance with Section 11.01 or 11.02 hereof, as the case may be, by reason of any order or
judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company’s obligations under this Indenture and the Notes will be revived
and reinstated as though no deposit had occurred pursuant to Section 11.01 or 11.02 hereof until
such time as the Trustee or paying agent is permitted to apply all such money in accordance with
Section 11.01 or 11.02 hereof, as the case may be; provided, however, that, if the Company makes
any payment of principal of, premium, if any, or interest on, any Note following the reinstatement
of its obligations, the Company will be subrogated to the rights of the Noteholders of such Notes
to receive such payment from the money held by the Trustee or paying agent.



     SECTION 11.08. Excess Funds.



     Anything in this Article Eleven to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon the request of the Company any money or Governmental
Obligations held by it as provided in Section 11.01 or 11.02 which, in the opinion of a nationally
recognized investment bank, appraisal firm or firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee (which may be the opinion delivered under
Section 11.01 or 11.02, as applicable), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent satisfaction and discharge, covenant defeasance
or defeasance and discharge of the applicable series.



ARTICLE TWELVE

Immunity of Stockholders, Members, Officers and Directors




     SECTION 12.01. Stockholders, Members, Officers and Directors of Company Exempt from
Individual Liability.



     No recourse under or upon any obligation, covenant or agreement of this Indenture or of any
Note, or for any claim based thereon or otherwise in respect thereof, shall be had against any
stockholder, Member, employee, manager, Affiliate, officer or director, past, present or future as
such, of any stockholder or Member, or of the Company or any predecessor or successor of the
Company, either directly or through the Company or any such predecessor or successor of the
Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise; it being expressly understood that this Indenture and the
obligations issued hereunder are solely obligations of the Company, and that no such personal
liability whatever shall attach to, or is or shall be incurred by, the stockholders, Members,
employees, managers, Affiliates, officers or directors as



58









 







such, of any stockholder or Member, or of
the Company, or of any predecessor or successor of the Company, or any of them, because of the
creation of the indebtedness hereby or thereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of the Notes or implied
therefrom; and that any and all such personal liability of every name and nature, either at common
law, in equity or by constitution or statute, of, and any and all such rights and claims against,
every such stockholder, Member, employee, manager, Affiliate, officer or director as such, because
of the creation of the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Notes or implied therefrom,
are hereby expressly waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issuance of such Notes.



ARTICLE THIRTEEN

Miscellaneous Provisions




     SECTION 13.01. Successors and Assigns of Company Bound by Indenture.



     All the covenants, stipulations, promises and agreements in this Indenture contained by or on
behalf of the Company shall bind its successors and assigns, whether so expressed or not.



     SECTION 13.02. Acts by Successors and Assigns of Company.



     Any act or proceeding by any provision of this Indenture authorized or required to be done or
performed by any board, committee or officer of the Company shall and may be done and performed
with like force and effect by the corresponding board, committee or officer of any Person or the
equivalent governing body of any successor entity that shall at the time be the lawful sole
successor of the Company.



     SECTION 13.03. Notices and Demands on Company, Trustee and Noteholders.



     Any notice or communication by the Company or the Trustee to the others is duly given if in
writing and delivered in Person or by first class mail (registered or certified, return receipt
requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the
others’ address:




If to the Company:




Gulfstream Natural Gas System, L.L.C.

2701 Rocky Point Drive, Suite. 1050

Tampa, FL 332607

Facsimile No.: (813) 289-4438

Attention: Bradford D. Reese




With a copy to:

Chadbourne & Parke LLP

30 Rockefeller Plaza

New York, New York 10112
 Facsimile No.: (212) 541-5369

Attention: Richard Sonkin, Esq.



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If to the Trustee:

JPMorgan Chase Bank, N.A.

4 New York Plaza, 15th Floor

New York, New York 10004

Facsimile No. : (212) 623-6216

Attention: Worldwide Securities Services



     The Company or the Trustee, by notice to the other, may designate additional or different
addresses for subsequent notices or communications.



     All notices and communications (other than those sent to holders of Notes) will be deemed to
have been duly given: at the time delivered by hand, if personally delivered; five Business Days
after being deposited in the mail, postage prepaid, if mailed; as indicated on the signed receipt,
when sent “return receipt required”; when receipt acknowledged, if transmitted by facsimile; and
the next Business Day after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery.



     Any notice or communication to a Noteholder will be mailed by first class mail, certified or
registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to
its address shown on the register kept by the Note Registrar. Any notice or communication will
also be so mailed to any Person described in Trust Indenture Act § 313(c), to the extent required
by the Trust Indenture Act. Failure to mail a notice or communication to a Noteholder or any
defect in it will not affect its sufficiency with respect to other Noteholders.



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



     In case by reason of the suspension of regular mail service or by reason of any other cause it
shall be impracticable to give such notice by mail, then such notification as shall be made with
the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.



     If a notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it.



     SECTION 13.04. GOVERNING LAW.



     THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE
AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.



     SECTION 13.05. Officer’s Certificates and Opinions of Counsel; Statements to be Contained
Therein.




     (a) Upon any application or demand by the Company to the Trustee to take any action
under any of the provisions of this Indenture, at the request of the Trustee, the Company
shall furnish to the Trustee an Officer’s Certificate, in a form reasonably satisfactory to
the Trustee, stating that all conditions precedent provided for in this Indenture relating
to the proposed action have been complied with and an Opinion of Counsel, in a form
reasonably



60









 







satisfactory to the Trustee, stating that in the opinion of such counsel all such
conditions precedent have been complied with, except that in the case of any such
application or demand as to which the furnishing of such documents is specifically required
by any provision of this Indenture, relating to such particular application or demand, no
additional certificate or opinion need be furnished.




     (b) Each certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant in this Indenture (other
than the certificates provided pursuant to Section 4.06 of this Indenture) shall include (1)
a statement that the person making such certificate or opinion has read such covenant or
condition; (2) 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; (3) a statement that, in the opinion of such person, he has made such examination
or investigation as is necessary to enable him to express an informed opinion as to whether
or not such covenant or condition has been complied with; and (4) a statement as to whether
or not, in the opinion of such person, such condition or covenant has been complied with.



     SECTION 13.06. Opinion of Counsel Required.



     Simultaneously with the execution of this Indenture, the Company shall deliver to the Trustee
an Opinion of Counsel stating that, in the opinion of such counsel, (a) this Indenture has been
duly authorized by and lawfully executed and delivered on behalf of the Company, is in full force
and effect and is legal, valid and binding upon the Company in accordance with its terms, except to
the extent limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’
rights and (b) the Notes issued at that time have been authorized, executed and delivered by the
Company and constitute
legal, valid and binding obligations of the Company in accordance with their terms, except to
the extent limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’
rights.



     SECTION 13.07. Legal Holidays.



     Except as provided pursuant to Section 2.01 pursuant to a Management Committee Resolution, and
as set forth in an Officer’s Certificate, or established in one or more indentures supplemental to
this Indenture, in any case where the date of maturity of interest or principal of any Note or the
date of redemption of any Note shall not be a Business Day then payment of interest or principal
(and premium, if any) may be made on the next succeeding Business Day with the same force and
effect as if made on the nominal date of maturity or redemption, and no interest shall accrue for
the period after such nominal date.



     SECTION 13.08. Counterparts.



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



     SECTION 13.09. Separability Clause.



     In case any one or more of the provisions contained in this Indenture or in the Notes of any
series shall for any reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions of this Indenture
or of such Notes, but this Indenture and such Notes shall be construed as if such invalid or
illegal or unenforceable provision had never been contained herein or therein.



61









 





     SECTION 13.10. No Adverse Interpretation of Other Agreements.



     This Indenture may not be used to interpret any other indenture, loan or debt agreement of the
Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may
not be used to interpret this Indenture.



     SECTION 13.11. Table of Contents, Headings, etc..



     The Table of Contents and Headings of the Articles and Sections of this Indenture have been
inserted for convenience of reference only, are not to be considered a part of this Indenture and
will in no way modify or restrict any of the terms or provisions hereof.



     JPMorgan Chase Bank, N.A., as Trustee, hereby accepts the trusts in this Indenture declared
and provided, upon the terms and conditions hereinabove set forth.



62









 





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



	 	 	 	 	 
	 	GULFSTEAM NATURAL GAS SYSTEM, L.L.C.

 	 
	 	By:  	/s/ Bradford D. Reese 	 
	 	 	  	Name: Bradford D. Reese 	 
	 	 	  	Title: Authorized Person 	 
	 
	 	JPMORGAN CHASE BANK, N.A.,

as Trustee

 	 
	 	By:  	/s/
Catherine F. Donohue 	 
	 	 	  	Name: Catherine F. Donohue 	 
	 	 	  	Title: Vice President 	 
	 




63









 





EXHIBIT A




[FORM OF FACE OF NOTE]




     [INCLUDE IF NOTE IS A REGULATION S TEMPORARY NOTE]



     THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND
PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS
DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY
GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.



     [INCLUDE IF NOTE IS A GLOBAL NOTE DEPOSITED WITH THE DEPOSITARY]




     [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE IS REGISTERED IN THE NAME OF CEDE & CO., OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     TRANSFERS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
SECTION 2.06 OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF]



     [INCLUDE IF NOTE IS A RULE 144A GLOBAL NOTE, ANY CERTIFICATED NOTE ISSUED IN ACCORDANCE WITH
SECTION 2.05 OF THE INDENTURE IN EXCHANGE FOR A GLOBAL NOTE (AND ANY CERTIFICATED NOTES ISSUED TO
QUALIFIED INSTITUTIONAL BUYERS IN EXCHANGE THEREFOR), OR AN ACCREDITED INVESTOR NOTE]




     “THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT’’), AND, ACCORDINGLY, MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING
SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:




     (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER’’ (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) (A “QIB’’);



A-1









 






     (2) AGREES THAT IT WILL NOT, PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD
APPLICABLE TO SALES OF THE SECURITY UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR
ANY SUCCESSOR PROVISION), RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO
THE ISSUER OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER REASONABLY
BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION
MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (D)
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E)
TO AN INSTITUTIONAL “ACCREDITED INVESTOR’’ (AS DEFINED IN RULE 501(A)(1), (2), (3)
OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER,
FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
AGREEMENTS RELATING TO THE TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED
FROM THE TRUSTEE) AND AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER, IF THE ISSUER
SO REQUESTS, THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (F) IN
ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER), OR
(G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN
EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION; AND




     (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN
INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.



     AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION’’ AND “UNITED STATES’’ HAVE THE MEANINGS GIVEN
TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE GOVERNING THIS SECURITY
CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS SECURITY IN
VIOLATION OF THE FOREGOING RESTRICTIONS.”



	 	 	 	 	 
	No. [RA] [RTRS] [RAI]-1
	 	$	                    	 
	 
	[CUSIP No.                     ]
	 	[Common Code]
	 
	[CINS No.                     ]
	 	[ISIN]






GULFSTREAM NATURAL GAS SYSTEM, L.L.C.




___% SENIOR NOTE

DUE                     





A-2









 








     GULFSTREAM NATURAL GAS SYSTEM, L.L.C., a limited liability company duly organized and existing
under the laws of the State of Delaware (herein referred to as the “Company,” which term
includes any successor Person under the Indenture), for value received, hereby promises to pay to
                     or registered assigns, the principal sum equal to                      Dollars ($                    )
[Insert if Note is in a Global form—or such other principal sum as shall be set forth in the
Schedule of Exchanges of Interests in the Global Note attached hereto], on                     , and to pay
interest on such principal sum from and including                                          or from and including the most
recent interest payment date (each such date, an “Interest Payment Date”) to which interest
has been paid or duly provided for, payable semiannually in arrears on                      and                      of
each year, commencing on                     , at the rate of ___% per annum until the principal hereof shall
have become due and payable, and on any overdue principal and any Make-Whole Premium or other
premium, if any, and (to the extent that payment of such interest is enforceable under applicable
law) on any overdue installment of interest at the same rate per annum. The amount of interest
payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve
30-day months. In the event that any date on which interest is payable on this Note is not a
Business Day, then payment of interest payable on such date will be made on the next succeeding day
which is a Business Day (and without any interest or other payment in respect of any such delay),
with the same force and effect as if made on such date. The interest installment so payable, and
punctually paid or duly provided for on any Interest Payment Date will, as provided in the
Indenture, be paid to the person in whose name this Note (or one or more Predecessor Notes, as
defined in the Indenture) is registered at the close of business on the                      or                     
(whether or not a Business Day), respectively, preceding that Interest Payment Date (each, a
“Record Date”). Any such interest installment not punctually paid or duly provided for on
any Interest Payment Date shall forthwith cease to be payable to the registered holder on the
relevant Record Date, and may be paid to the person in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on a special record date to be fixed by
the Trustee for the payment of such defaulted interest, notice whereof shall be given to the
registered holders of this series of Notes not more than 15 days nor less than 10 days prior to
such special record date, or may be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Notes may then be listed, and upon
such notice as may be required by such exchange, all as more fully provided in the Indenture
hereinafter referred to. The principal of (and premium, if any) and the interest on this Note
shall be payable at the office or agency of the Company maintained for that purpose in the Borough
of Manhattan, the City and State of New York, in Dollars; provided, however, that
[include if Note is in certificated form — payment of interest may be made at the option of the
Company by check mailed to the registered holder at such address as shall appear in the Note
Register or, with respect to a registered holder of $1,000,000 or more in aggregate principal
amount of Notes who has delivered a written request to the Trustee at least 5 Business Days prior
to the relevant Interest Payment Date electing to have payments made by wire transfer to a
designated account in the United States, by wire transfer of immediately available funds to such
designated account] [include if Note is in global form — payment of principal, premium, if any,
and interest shall be made by the Company in immediately available funds by wire transfer to the
Depositary or its nominee].



     No recourse under or upon any obligation, covenant or agreement of this Note, or for any claim
based hereon or otherwise in respect hereof, shall be had against any stockholder, Member,
employee, manager, Affiliate, officer or director, past, present or future as such, of any
stockholder or Member, or of the Company, or any predecessor or successor of the Company, either
directly or through the Company or any such predecessor or successor of the Company, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that this Note and the obligations issued
hereunder are solely obligations of the Company, and that no such personal liability whatever shall
attach to, or is or shall be incurred by, the stockholders, Members, employees, managers,
Affiliates, officers or directors as such, of any stockholder or Member, or of the Company, or of
any predecessor or successor of the Company, or any of them, because of the creation of



A-3









 







the indebtedness hereby, or under or by reason of the obligations, covenants or agreements
contained in this Note; and that any and all such personal liability of every name and nature,
either at common law, in equity or by constitution or statute, of, and any and all such rights and
claims against, every such stockholder, Member, employee, manager, Affiliate, officer or director
as such, because of the creation of the indebtedness hereby authorized, or under or by reason of
the obligations, covenants or agreements contained in this Note or implied therefrom, are hereby
expressly waived and released as a condition of, and as a consideration for, the execution of this
Note.



     This Note shall not be entitled to any benefit under the Indenture hereinafter referred to or
be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall
have been signed by or on behalf of the Trustee.



     The provisions of this Note are continued on the reverse side hereof and such continued
provisions shall for all purposes have the same effect as though fully set forth at this place.



A-4









 





     IN WITNESS WHEREOF, the Company has caused this Instrument to be executed.



	 	 	 	 	 	 	 
	 	 	GULFSTREAM NATURAL GAS SYSTEM, L.L.C.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

	 	 






Dated:                     




CERTIFICATE OF AUTHENTICATION




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



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	JPMorgan Chase Bank, N.A., 


as Trustee	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	JPMorgan Chase Bank, N.A.,	 	 	 	By	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	 	 
	as Trustee	 	or	 	as Authentication Agent	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	Authorized Officer	 	 	 	Authorized Signatory	 	 






A-5









 





[REVERSE OF NOTE]




___% SENIOR NOTE

DUE                     




     This Note is one of a duly authorized issue of notes of the Company (herein sometimes referred
to as the “Notes”), all issued or to be issued in one or more series under and pursuant to
an Indenture dated as of October 26, 2005, duly executed and delivered between the Company and
JPMorgan Chase Bank, N.A., a national banking association, as Trustee (the “Trustee”, which
term includes any successor trustee under the Indenture), (such Indenture, as amended and
supplemented, being referred to herein as the “Indenture”) to which Indenture reference is
hereby made for a description of the rights, limitation of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the holders of the Notes. By the terms of
the Indenture, the Notes are issuable in series which may vary as to amount, date of maturity, rate
of interest and in other respects as in the Indenture provided. This series of Notes is limited to
the aggregate principal amount of $                    .



     The Notes of this series may be redeemed in whole or in part (if in part, on a pro rata basis,
by lot or by such other method as the Trustee shall deem fair or appropriate (except (i) if the
Notes are listed on any national securities exchange, in compliance with the requirements of the
principal national securities exchange on which the Notes are listed, as such requirements shall be
certified to the Trustee by the Company in an Officer’s Certificate or (ii) if otherwise required
by law)), prior to maturity at the option of the Company, at any time and from time to time, upon
mailing a notice of such redemption not less than 30 nor more than 60 days prior to the date fixed
for redemption to the holders of Notes, all as provided in the Indenture, at a redemption price
equal to [ ], [plus the applicable Make-Whole Premium,] plus accrued and unpaid
interest, if any, on such Notes to the date of redemption.



     In the event of redemption of this Note in part only, a new Note or Notes of this series for
the unredeemed portion hereof will be issued in the name of the holder hereof upon the cancellation
hereof.



     In case an Event of Default, as defined in the Indenture, with respect to the Notes of this
series shall have occurred and be continuing, the principal of all of the Notes of this series may
be declared, and upon such declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture.



     The Indenture contains provisions for defeasance at any time of the entire indebtedness of the
Notes of this series upon compliance by the Company with certain conditions set forth therein.



     The Indenture contains provisions permitting the Company and the Trustee, with the consent of
the holders of not less than a majority in aggregate principal amount of the Notes of each series
affected at the time Outstanding, as defined in the Indenture, to execute supplemental indentures
for the purpose of adding any provisions to, changing in any manner or eliminating any of the
provisions of the Indenture or of any supplemental indenture or of modifying in any manner the
rights of the holders of the Notes; provided, however, that no such supplemental
indenture shall (i) change the fixed maturity of any Notes of any series, or alter or waive any of
the provisions with respect to the redemption of the Notes, alter or waive any provisions relating
to waivers of past Defaults or the rights of Noteholders to receive payments of principal of, or
interest premium, if any, on, the Notes, reduce the principal amount thereof, reduce the rate or
extend the time of payment of interest (including default interest) thereon, reduce any premium
(including the Make-Whole Premium) payable upon the redemption thereof, waive a Default or Event of
Default in the payment of principal of, or premium, if any, or interest on, the Notes (except a
rescission of acceleration of the Notes of a series by holders of at least a majority in aggregate
principal amount of the



A-6









 







then Outstanding Notes of such series and a waiver of the payment default that resulted from
such acceleration), change the currency in which any payment on the Notes is payable or impair the
right to institute suit for the enforcement of any such payment on or after the date such payment
is due (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent
to any such supplemental indenture, or modify any provision of Section 6.01(c) of the Indenture
(except to increase the percentage of the principal amount of Notes required to rescind and annul
any declaration of amounts due and payable under the Notes) or (iii) make any change in the
amendment and waiver provisions of the Indenture, without the consent of the holder of each Note
then Outstanding and affected thereby. The Indenture also contains provisions permitting the
holders of a majority in aggregate principal amount of the Notes of a series at the time
Outstanding affected thereby, on behalf of the holders of the Notes of such series, to waive any
past default or Event of Default in the performance of any of the covenants contained in the
Indenture, or established pursuant to the Indenture with respect to such series and its
consequences, except a default in the payment of the principal of, or premium, if any, or interest
on, any of the Notes of such series as and when the same shall become due by the terms of such
Notes, which default may be waived by the unanimous consent of the holders affected. Any such
consent or waiver by the registered holder of this Note (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners
of this Note and of any Note issued in exchange herefor or in place hereof (whether by registration
of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is
made upon this Note.



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



     As provided in the Indenture and subject to certain limitations therein set forth, this Note
is transferable by the registered holder hereof on the Note Register of the Company, upon surrender
of this Note for registration of transfer at the office or agency of the Company designated for
such purpose in the Borough of Manhattan, the City and State of New York, accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly
executed by the registered holder hereof or its attorney duly authorized in writing, and thereupon
one or more new Notes of authorized denominations and for the same aggregate principal amount and
series will be issued to the designated transferee or transferees. No service charge will be made
for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in relation thereto.



     Prior to due presentment for registration of transfer of this Note, the Company, the Trustee,
any paying agent and any Note Registrar may deem and treat the registered holder hereof as the
absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notice of
ownership or writing hereon made by anyone other than the Note Registrar) for the purpose of
receiving payment of or on account of the principal hereof and premium, if any, and (subject to
Section 2.03 of the Indenture) interest due hereon and for all other purposes, and neither the
Company nor the Trustee nor any paying agent nor any Note Registrar shall be affected by any notice
to the contrary.



     The Notes of this series are issuable in registered form without coupons in denominations of
$100,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and
subject to certain limitations herein and therein set forth, Notes of this series so issued are
exchangeable for a like aggregate principal amount of Notes of this series of a different
authorized denomination, as requested by the holder surrendering the same.



A-7









 





     The internal law of the State of New York will govern and be used to construe the Indenture
and the Notes without giving effect to applicable principles of conflicts of law to the extent that
the application of the laws of another jurisdiction would be required thereby.



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



A-8









 





TRANSFER NOTICE




     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
                                                                               
                     whose taxpayer identification number is
                                                            and whose address including postal/zip code is            
         
                                                            the within Note and all rights thereunder, hereby
irrevocably constituting and appointing                                                                         
         attorney-in-fact to transfer said Note on the books
of the Company with full power of substitution in the premises.



     [Include if Note is a Rule 144A Global Note, any certificated Note issued in accordance with
Section 2.05 of the Indenture in exchange for a Global Note (and any certificated Notes issued to
qualified institutional buyers in exchange therefore), or an Accredited Investor Note:]



     In connection with the transfer of this Note, the undersigned certifies that:



     (Check one)



	 	 	 	 	 
	 ̈

	 	(a)
	 	This Note is being transferred to a “qualified
institutional buyer” (as defined in Rule 144A under the
Securities Act) in compliance with Rule 144A.
	 
	 	 	 	 
	 ̈

	 	(b)
	 	This Note is being transferred outside the United States
in compliance with Rule 904 of Regulation S under the
Securities Act.
	 
	 	 	 	 
	 ̈

	 	(c)
	 	This Note is being transferred to an institutional
“accredited investor” (within the meaning of Rule 501(a)
under the Securities Act) pursuant to another available
exemption under the Securities Act.
	 
	 	 	 	 
	 ̈

	 	(d)
	 	This Note is being transferred to Gulfstream Natural Gas
System, L.L.C.
	 
	 	 	 	 
	 ̈

	 	(e)
	 	This Note is being transferred pursuant to the exemption
from registration provided by Rule 144 under the
Securities Act.
	 
	 	 	 	 
	 ̈

	 	(f)
	 	This Note is being transferred pursuant to a registration
statement that has been declared effective under the
Securities Act.






	 	 	 	 	 	 	 
	Dated:                                        

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 







A-9









 





	 	 	 	 	 
	 

	 	NOTICE: The signature to this assignment must
correspond with the name as written upon the
face of the within instrument in every
particular, without alteration or enlargement
or any change whatsoever.	 	 
	 
	 	 	 	 
	 

	 	SIGNATURE GUARANTEED	 	 
	 
	 
	 	 	 	 
	 

	 	 

	 	 






A-10









 





SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE




     The following exchanges of a part of this Global Note for an interest in another Global Note
or for a certificated Note, or exchanges of a part of another Global Note or certificated Note for
an interest in this Global Note, have been made:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal Amount	 	 
	 	 	Amount of	 	Amount of	 	of this Global Note	 	Signature of
	 	 	decrease in	 	increase in	 	following such	 	authorized officer
	 	 	Principal Amount	 	Principal Amount	 	decrease	 	of Trustee or
	   Date of Exchange	 	of this Global Note	 	of this Global Note	 	(or increase)	 	Custodian
	 

	 	 	 	 	 	 	 	 





A-11









 





EXHIBIT B




FORM OF TRANSFER CERTIFICATE

FOR TRANSFER OR EXCHANGE FROM RULE 144A GLOBAL NOTE

OR ACCREDITED INVESTOR NOTE TO REGULATION S TEMPORARY GLOBAL NOTE

(Transfers or exchanges pursuant to

Section 2.06(b)(ii) of the Indenture)




[Trustee’s Address]




	 	 	 	 	 
	 

	 	Re:
	 	Gulfstream Natural Gas System, L.L.C ___% Senior Notes due
___(the “Notes”)






     Reference is hereby made to the Indenture dated as of October 26, 2005 (the
“Indenture”) between Gulfstream Natural Gas System, L.L.C. and JPMorgan Chase Bank, N.A.
Capitalized terms used but not defined herein shall have the meanings given to them in the
Indenture.



     This letter relates to U.S.$                     principal amount of the Notes which are held in the
form of [the Rule 144A Global Note (CUSIP No. [                    ]) with the Depositary] [an Accredited
Investor Note] in the name of [insert name of transferor] (the “Transferor”). The
Transferor has requested a transfer or exchange of such interest [Note] for an interest in the
Regulation S Temporary Global Note (CINS No.                     ) to be held with [Euroclear] [Clearstream
Bank] (Common Code                     ) through the Depositary.



     In connection with such request and in respect of such Notes, the Transferor does hereby
certify that such transfer or exchange has been effected in accordance with the transfer
restrictions set forth in the Indenture and the Notes and pursuant to and in accordance with
Regulation S under the Securities Act, and accordingly the Transferor does hereby certify that:




     (1) the offer of the Notes was not made to a person in the United States or for the
account or benefit of a Person in the United States (other than an Initial Purchaser),




     [(2) at the time the buy order was originated, the transferee was outside the United
States or the Transferor and any person acting on its behalf reasonably believed that the
transferee was outside the United States,]*




     [(2) the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither the Transferor nor any person acting on its behalf
knows that the transaction was pre-arranged with a buyer in the United States,]*




     (3) no directed selling efforts have been made in contravention of the requirements or
Rule 903(b) or 904(b) of Regulation S, as applicable, and




     (4) the transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act.



B-1









 





     This certificate and the statements contained herein are made for your benefit and the benefit
of the Company.



	 	 	 	 	 
	 	[Insert Name of Transferor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated:                                         




cc: Gulfstream Natural Gas System, L.L.C.






 




			
	*	 	Insert one of these two provisions, which come from the definition of “offshore transactions”
in Regulation S.




B-2









 










EXHIBIT C




FORM OF TRANSFER CERTIFICATE

FOR TRANSFER OR EXCHANGE FROM RULE 144A GLOBAL NOTE

OR ACCREDITED INVESTOR NOTE TO

UNRESTRICTED GLOBAL NOTE

(Exchanges or transfers pursuant to

Section 2.06(b)(iii) of the Indenture)




[Trustee’s Address]




	 	 	 	 	 
	 

	 	Re:
	 	Gulfstream Natural Gas System, L.L.C. ___% Senior Notes due
___(the “Notes”)






     Reference is hereby made to the Indenture dated as of October 26, 2005 (the
“Indenture”) between Gulfstream Natural Gas System, L.L.C. and JPMorgan Chase Bank, N.A.
Capitalized terms used but not defined herein shall have the meanings given to them in the
Indenture.



     This letter relates to U.S.$                      principal amount of the Notes which are held in the
form of [the Rule 144A Global Note (CUSIP No. [                    ] with the Depositary] [an Accredited
Investor Note] in the name of [insert name of transferor] (the “Transferor”). The
Transferor has requested an exchange or transfer of such [beneficial interest in the Notes] [Note]
for an interest in the Unrestricted Global Note (CUSIP No.                     ).



     In connection with such request and in respect of such Notes, the Transferor does hereby
certify that such transfer or exchange has been effected in accordance with the transfer
restrictions set forth in the Indenture and the Notes and:


(i) with respect to transfers made in reliance on Regulation S under the Securities Act, the
Transferor does hereby certify that:





     (1) the Notes are being transferred pursuant to and in accordance with Regulation S
under the Securities Act,




     (2) the offer of the Notes was not made to a person in the United States,




     [(3) at the time the buy order was originated, the transferee was outside the United
States or the Transferor and any person acting on its behalf reasonably believed that the
transferee was outside the United States,]*




     [(3) the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither the Transferor nor any person acting on its behalf
knows that the transaction was pre-arranged with a buyer in the United States,]*




     (4) no directed selling efforts have been made in contravention of the requirements or
Rule 903(b) or 904(b) of Regulation S, as applicable, and




     (5) the transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act.



C-1









 




(ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, the
Transferor does hereby certify that the Notes are being transferred pursuant to and in accordance
with Rule 144 under the Securities Act.



(iii) with respect to transfers made in reliance on another exemption from the Securities Act, the
following is the basis for the exemption:                     .



(iv) with respect to an exchange, the Transferor does hereby certify that either (x) the Note being
exchanged is not a “restricted security” as defined in Rule 144 under the Securities Act or (y) the
exchange is being made to facilitate a contemporaneous transfer that complies with Section
2.06(b)(iii) of the Indenture.




     This certificate and the statements contained herein are made for your benefit and the benefit
of the Company.



	 	 	 	 	 
	 	[Insert Name of Transferor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated:                                         




cc: Gulfstream Natural Gas System, L.L.C.






 




			
	*	 	Insert one of these two provisions, which come from the definition of “offshore transactions”
in Regulation S.




C-2









 










EXHIBIT D




FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE FROM

REGULATION S TEMPORARY GLOBAL NOTE, UNRESTRICTED

GLOBAL NOTE OR ACCREDITED INVESTOR NOTE TO RULE 144A GLOBAL NOTE

(Exchanges or transfers pursuant to

Section 2.06(b)(iv) of the Indenture)




[Trustee’s Address]




	 	 	 	 	 
	 

	 	Re:
	 	Gulfstream Natural Gas System, L.L.C. ___% Senior Notes due
___(the “Notes”)






     Reference is hereby made to the Indenture dated as of October 26, 2005 (the
“Indenture”) between Gulfstream Natural Gas System, L.L.C. and JPMorgan Chase Bank, N.A.
Capitalized terms used but not defined herein shall have the meanings given to them in the
Indenture.



     This letter relates to U.S.$                     principal amount of the Notes which are held in the
form of [the Regulation S Temporary Global Note (CINS No.                     ) with [Euroclear] [Clearstream]
through the Depositary (Common Code                     )] [the Unrestricted Global Note (CUSIP No.
                    ) with the Depositary] [an Accredited Investor Note] in the name of [insert name of
transferor] (the “Transferor”). The Transferor has requested a transfer or exchange of
such [beneficial interest] [Note] for an interest in the Rule 144A Global Note (CUSIP No.
                    ).



     The transfer is being effected pursuant to and in accordance with Rule 144A under the
Securities Act, and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Note is being transferred to a Person that the Transferor reasonably believes is
purchasing the beneficial interest or Note for its own account, or for one or more accounts with
respect to which such Person exercises sole investment discretion, and such Person and each such
account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A, and such transfer is in compliance with any applicable blue
sky securities laws of any state of the United States. Upon consummation of the proposed transfer
in accordance with the terms of the Indenture, the transferred beneficial interest or Note will be
subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the
144A Global Note and in the Indenture and the Securities Act.



     This certificate and the statements contained herein are made for your benefit and the benefit
of the Company.



	 	 	 	 	 
	 	[Insert Name of Transferor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated:                                         




cc: Gulfstream Natural Gas System, L.L.C.





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EXHIBIT E




FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR

EXCHANGE FROM RULE 144A GLOBAL NOTE, UNRESTRICTED GLOBAL NOTE OR

REGULATION S TEMPORARY GLOBAL NOTE TO ACCREDITED INVESTOR NOTE

(Exchanges or transfers pursuant to

Section 2.06(b)(v) of the Indenture)




[Trustee’s Address]




	 	 	 	 	 
	 

	 	Re:
	 	Gulfstream Natural Gas System, L.L.C. ___% Senior Notes due
___(the “Notes”)






     Reference is hereby made to the Indenture dated as of October 26, 2005 (the
“Indenture”) between Gulfstream Natural Gas System, L.L.C. and JPMorgan Chase Bank, N.A. as
Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in
the Indenture.



     This letter relates to U.S.$                      principal amount of the Notes which are held in the
form of the [Rule 144A Global Note (CUSIP No. [                    ]) with the Depositary] (Common Code
                    ) [Regulation S Temporary] Global Note (CINS No. [                    ]) with [Euroclear]
[Clearstream Bank] through the Depositary [Unrestricted Global Note (CUSIP No.                     ) with the
Depositary] in the name of [insert name of transferor] (the “Transferor”). The Transferor
has requested an exchange or transfer of such beneficial Global Notes for an Accredited Investor
Note.



     In connection with such request with respect to a transfer or exchange for an Accredited
Investor Note, the Transferor does hereby certify that such exchange or transfer has been effected
in accordance with the transfer restrictions set forth in the Rule 144A Global Note or the
Regulation S Temporary Global Note (as the case may be), any applicable blue sky securities laws of
any state of the United States and, with respect to transfers made in reliance on Rule 144 and
Regulation S under the Securities Act, certify that the Notes are being transferred in a
transaction permitted by Rule 144 and Regulation S, respectively, under the Securities Act.



     In connection with such request with respect to a transfer or exchange for an Accredited
Investor Note, and in respect of such Rule 144A Global Note, Regulations S Temporary Global Note
and Unrestricted Global Note (as the case may be), the Transferor does hereby certify that such
Global Note is being transferred or exchanged in accordance with (i) the transfer restrictions set
forth in the Indenture and the Notes (ii) it has not engaged in any general solicitation within the
meaning of Regulation D under the Securities Act and (iii) the Securities Act to a transferee that
the Transferor reasonably believes is purchasing the Accredited Investor Note for its own account
or an account with respect to which the transferee exercises sole investment discretion and the
transferee and any such account is an institution that is an “accredited investor” within the
meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act, in each case purchasing
Accredited Investor Notes in a transaction exempt from the Securities Act, and in accordance with
any applicable securities laws of any state of the United States or any other jurisdiction.



     Furthermore, this certification is supported by (1) a certificate executed by the transferee
in the form of Exhibit F to the Indenture and (2) if requested by the Company, an Opinion of
Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached
to this certification), to the effect that such Transfer is in compliance with the Securities Act.



E-1









 





     This certificate and the statements contained herein are made for your benefit and the benefit
of the Company.



	 	 	 	 	 
	 	[Insert Name of Transferor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated:                                         




cc: Gulfstream Natural Gas System, L.L.C.





E-2









 





EXHIBIT F




FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

(Exchanges or transfers pursuant to

Section 2.06(b)(v) of the Indenture)




[Company’s Address]]




[Trustee’s Address]




	 	 	 	 	 
	 

	 	Re:
	 	Gulfstream Natural Gas System, L.L.C. ___% Senior Notes due
___(the “Notes”)






     Reference is hereby made to the Indenture dated as of October 26, 2005 (the
“Indenture”) between Gulfstream Natural Gas System, L.L.C. and JPMorgan Chase Bank, N.A. as
Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in
the Indenture



     In connection with our proposed purchase of $                     aggregate principal amount of a
beneficial interest in a Global Note, we confirm that:



     1. We understand that any subsequent transfer of the Notes or any interest therein is subject
to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be
bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except
in compliance with, such restrictions and conditions and the Securities Act.



     2. We understand that the offer and sale of the Notes have not been registered under the
Securities Act, and that the Notes and any interest therein may not be offered or sold except as
permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for
which we are acting as hereinafter stated, that if we should sell the Notes or any interest
therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with
Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C)
to an institutional “accredited investor” (as defined below) that, prior to such transfer,
furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a
signed letter substantially in the form of this letter and, if requested by the Company, an Opinion
of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in
compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of
Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144(k) under the
Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and
we further agree to provide to any Person purchasing the Note or beneficial interest in a Global
Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph
a notice advising such purchaser that resales thereof are restricted as stated herein.



     3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we
will be required to furnish to you and the Company such certifications, legal opinions and other
information as you and the Company may reasonably require to confirm that the proposed sale
complies with the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.



     4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
(7) of Regulation D under the Securities Act) and have such knowledge and experience in financial
and



F-1









 







business matters as to be capable of evaluating the merits and risks of our investment in the
Notes, and we and any accounts for which we are acting are each able to bear the economic risk of
our or its investment.



     5. We are acquiring the Notes or beneficial interest therein purchased by us for our own
account or for one or more accounts (each of which is an institutional “accredited investor”) as to
each of which we exercise sole investment discretion.



     You and the Company are entitled to rely upon this letter and are irrevocably authorized to
produce this letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby.



	 	 	 	 	 
	 	[Insert Name of Accredited Investor]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated:                                         




cc: Gulfstream Natural Gas System, L.L.C.





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