INDENTURE

Indenture Agreement

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BANK OF NEW YORK MELLON | CHEMICAL TRUST COMPANY OF CALIFORNIA | GOLDEN STATE WATER COMPANY | SOUTHERN CALIFORNIA WATER COMPANY

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Title: INDENTURE
Governing Law: California Date: 12/12/2008

EXHIBIT 4.01

SOUTHERN CALIFORNIA WATER COMPANY

AND

CHEMICAL TRUST COMPANY OF CALIFORNIA

TRUSTEE

__________________________________

INDENTURE

Dated as of September 1, 1993
____________

DEBT SECURITIES

PARTIAL CROSS-REFERENCE TABLE

Indenture Section		TIA Section
2.04		317(b)
2.05		312(a)
2.10		316(a)
		(last sentence)

4.04		314(a)(4)
4.05		314(a)(1)

6.04		316(a)(1)(B)
6.05		316(a)(1)(A)
6.07		317(a)(1)

7.04		315(b)
7.05		313(a)
7.05		313(d)
7.07		310(a), 310(b)
7.10		310(b)(1)

8.02		310(a), 310(b)

9.04		316(c)

10.01		318(a)
10.02		313(c)
10.03		314(c)(1)
		314(c)(2)
10.04		314(e)

TABLE OF CONTENTS

Article	Section	Heading	Page
1		DEFINITIONS	1

	1.01	Definitions	1
	1.02	Other Definitions	2
	1.03	Rules of Construction	2

2		THE SECURITIES	3

	2.01	Issuable in Series	3
	2.02	Execution and Authentication	4
	2.03	Securities Agents	5
	2.04	Paying Agent to Hold Money in	5
		Trust
	2.05	Securityholder Lists	5
	2.06	Transfer and Exchange	5
	2.07	Replacement Securities	6
	2.08	Outstanding Securities	6
	2.09	Discounted Securities	6
	2.10	Treasury Securities	6
	2.11	Global Securities	7
	2.12	Temporary Securities	7
	2.13	Cancellation	7
	2.14	Defaulted Interest	7

3		REDEMPTION	8

	3.01	Notices to Trustee	8
	3.02	Selection of Securities to Be	8
		Redeemed
	3.03	Notice of Redemption	8
	3.04	Effect of Notice of	9
		Redemption
	3.05	Payment of Redemption Price	9
	3.06	Securities Redeemed in Part	9

4		COVENANTS	9

	4.01	Certain Definitions	9
	4.02	Payment of Securities	10
	4.03	Overdue Interest	10
	4.04	No Lien Created, etc.	10
	4.05	Compliance Certificate	10
	4.06	SEC Reports	10

5		SUCCESSORS	10

Article	Section	Heading	Page
	5.01	When Company May Merge, etc.	10

6		DEFAULTS AND REMEDIES	11

	6.01	Events of Default	11
	6.02	Acceleration	12
	6.03	Other Remedies	13
	6.04	Waiver of Past Defaults	13
	6.05	Control by Majority	13
	6.06	Limitation on Suits	13
	6.07	Collection Suit by Trustee	14
	6.08	Priorities	14

7		TRUSTEE	14

	7.01	Rights of Trustee	14
	7.02	Individual Rights of Trustee	16
	7.03	Trustee’s Disclaimer	16
	7.04	Notice of Defaults	16
	7.05	Reports by Trustee to Holders	16
	7.06	Compensation and Indemnity	17
	7.07	Replacement of Trustee	17
	7.08	Successor Trustee by Merger,	18
		etc.
	7.09	Trustee’s Capital and Surplus	18

8		DISCHARGE OF INDENTURE	18

	8.01	Defeasance	18
	8.02	Conditions to Defeasance	19
	8.03	Application of Trust Money	20
	8.04	Repayment to Company	20

9		AMENDMENTS	20

	9.01	Without Consent of Holders	20
	9.02	With Consent of Holders	20
	9.03	Compliance with Trust Indenture Act	21
	9.04	Effect of Consents	21
	9.05	Notation on or Exchange of	22
		Securities
	9.06	Trustee Protected	22

10		MISCELLANEOUS	22

	10.01	Trust Indenture Act	22
	10.02	Notices	22
	10.03	Certificate and Opinion as to Conditions Precedent	23

iii

Article	Section	Heading	Page
	10.04	Statements Required in Certificate or Opinion	23
	10.05	Rules by Company and Agents	24
	10.06	Legal Holidays	24
	10.07	No Recourse Against Others	24
	10.08	Counterparts	24
	10.09	Governing Law	24

	SIGNATURES		24

	Exhibit A: A Form of Security		25
	Notes to Exhibit A		29
	Exhibit B: A Form of Assignment		30

INDENTURE dated as of September 1, 1993 between SOUTHERN CALIFORNIA WATER COMPANY, a California corporation ("Company"), and CHEMICAL TRUST COMPANY OF CALIFORNIA, a California corporation, as trustee ("Trustee").

Each party agrees as follows for the benefit of the Holders of the Company’s debt securities issued under this Indenture:

ARTICLE 1 - DEFINITIONS

SECTION 1.01. Definitions.

"Affiliate" means any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company (other than any trust or other entity subject to the Employee Retirement Income Security Act of 1974, as amended from time to time and any successor statute).

"Agent" means any Registrar, Transfer Agent or Paying Agent with respect to the Securities.

"Board" means the Board of Directors of the Company or any authorized committee of the Board.

"Company" means the party named as such above until a successor replaces it and thereafter means the successor.

"Default" means any event which is, or after notice or passage of time would be, an Event of Default.

"Discounted Security" means a Security where the amount of principal due upon acceleration is less than the stated principal amount.

"Holder" or "Securityholder" means the person in whose name a Security is registered as to principal and interest by the Registrar.

"Indenture" means this Indenture and any Securities Resolution as amended or supplemented from time to time.

"Officer" means the Chairman, the President, the Chief Financial Officer, any Executive Vice-President, any Senior Vice-President, any Vice-President, the Treasurer, the Secretary, any Assistant Treasurer, or any Assistant Secretary of the Company.

"Officers’ Certificates" means a certificate signed by two Officers or by an Officer.

"Opinion of Counsel" means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.

"principal" of a debt security means the principal of the security plus the premium, if and when applicable, on the security.

"SEC" means the Securities and Exchange Commission.

"Securities" means the debt securities issued under this Indenture.

"Securities Resolution" means a resolution authorizing a series of Securities adopted by the Board.

"series" means a series of Securities or the Securities of the series.

"TIA" means the Trust Indenture Act of 1939 (15 U.S. Code § 77aaa-77bbbb) as in effect on the date shown above.

"Trustee" means the party named as such above until a successor replaces it and thereafter means the successor.

"Trustee Officer" means the Chairman of the Board, the President or any other officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters.

"United States" means the United States of America, its territories and possessions and other areas subject to its jurisdiction.

SECTION 1.02. Other Definitions.

Term		Defined in Section
"Bankruptcy Law"		6.01
"Custodian"		6.01
"Event of Default"		6.01
"Legal Holiday"		10.06
"Lien"		4.01
"Paying Agent"		2.03
"Registrar"		2.03
"Subsidiary"		4.01
"Transfer Agent"		2.03
"U.S. Government Obligations"		8.02
"Voting Stock"		4.01
"Yield to Maturity"		4.01

SECTION 1.03. Rules of Construction.

Unless the context otherwise requires:

	(1)	a term has the meaning assigned to it;

	(2)	an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles in the United States;

	(3)	generally accepted accounting principles are those applicable from time to time;

(4)	all terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have meanings assigned to them by such definitions;

(5)	"or" is not exclusive; and

(6)	words in the singular include the plural, and in the plural include the singular.

ARTICLE 2 - THE SECURITIES

SECTION 2.01. Issuable in Series.

The aggregate principal amount of Securities that may be issued under this Indenture is unlimited. The Securities may be issued from time to time in one or more series. Each series shall be created by a Securities Resolution or a supplemental indenture that establishes the terms of the series, which may include the following:

(1)	the title of the series;

(2)	the aggregate principal amount of the series;

(3)	the interest rate or rates, if any, or method of calculating the interest rate or rates;

(4)	the date from which interest will accrue;

(5)	the record dates for interest payable on Securities;

(6)	the dates when principal and interest are payable;

(7)	the manner of paying principal and interest;

(8)	the places where principal and interest are payable;

(9)	the Registrar, Transfer Agent and Paying Agent;

(10)	the terms of any mandatory or optional redemption by the Company;

(11)	the denominations in which Securities are issuable;

(12)	whether and upon what terms Securities may be exchanged;

(13)	whether any Securities will be represented by a Security in global form and the terms of any global Security;

(14)	if amounts of principal or interest may be determined by reference to an index, formula or other method, the manner for determining such amounts;

(15)	provisions for electronic issuance of Securities or for Securities in uncertificated form;

(16)	the amount or portion of principal payable upon acceleration of a Discounted Security;

(17)	any Events of Default or covenants in addition to or in lieu of those set forth in this Indenture;

(18)	whether and upon what terms Securities may be defeased;

(19)	the form of the Securities, which may be in the form of Exhibit A;

(20)	any terms that may be required by or advisable under U.S. or other applicable laws; and

(21)	any other terms not inconsistent with this Indenture.

All Securities of one series need not be issued at the same time and, unless otherwise provided in the Securities Resolution or supplemental indenture for such series, a series may be reopened for issuances of additional Securities of such series.

SECTION 2.02. Execution and Authentication.

Two Officers shall sign the Securities by manual or facsimile signature. The Company’s seal shall be reproduced on the Securities.

If an Officer whose signature is on a Security no longer holds that office at the time the Security is authenticated or delivered, the Security shall nevertheless be valid.

A Security shall not be valid until the Security is authenticated by the manual signature of the Registrar. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture.

Each Security shall be dated the date of its authentication.

Securities may have notations, legends or endorsements required by law, stock exchange rule, agreement or usage.

In the event Securities are issued in electronic or other uncertificated form, such Securities may be validly issued without the signatures or seal contemplated by this Section 2.02.

SECTION 2.03. Securities Agents.

The Company shall maintain an office or agency where Securities may be authenticated ( "Registrar" ), where Securities may be presented for registration of transfer or for exchange ( "Transfer Agent" ) and where Securities may be presented for payment ( "Paying Agent" ). Whenever the Company must issue or deliver Securities pursuant to this Indenture, the Registrar shall authenticate the Securities at the Company’s request contained in an Officer’s Certificate delivered to the Registrar. The Transfer Agent shall keep a register of the Securities and of their transfer and exchange.

The Company may appoint more than one Registrar, Transfer Agent or Paying Agent for a series. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Transfer Agent or Paying Agent for a series, the Trustee shall act as such.

SECTION 2.04. Paying Agent to Hold Money in Trust.

The Company shall require each Paying Agent for a series other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of the persons entitled thereto all money held by the Paying Agent for the payment of principal of or interest on the series, and will notify the Trustee of any default by the Company in making any such payment.

While any such default continues, the Trustee may require a Paying Agent to pay all money so held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee upon delivery to the Paying Agent of an Officer’s Certificate so stating. Upon payment over to the Trustee of all money held by it in trust, the Paying Agent shall have no further liability for the money.

If the Company or an Affiliate acts as Paying Agent for a series, it shall segregate and hold as a separate trust fund all money held by it as Paying Agent for the series.

SECTION 2.05. Securityholder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders. If the Trustee is not the Transfer Agent, the Company shall furnish, or cause the Registrar to furnish, to the Trustee semiannually and at such other times as the Trustee may reasonably request a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders.

SECTION 2.06. Transfer and Exchange.

Where Securities of a series are presented to the Transfer Agent with a request to register a transfer or to exchange them for an equal principal amount of Securities of other denominations of the series, the Transfer Agent shall register the transfer or make the exchange if its requirements for such transactions are met. The Transfer Agent need not exchange or register the transfer of any Security or portion of a Security selected for redemption. Also, it need not exchange or register the transfer of any Securities for a period of 15 days before a selection of Securities to be redeemed.

The Transfer Agent may require a Holder to pay a sum sufficient to cover any taxes imposed on a transfer or exchange.

SECTION 2.07. Replacement Securities.

If the Holder of a Security claims that it has been lost, destroyed or wrongfully taken, then, in the absence of notice to the Company or the Trustee that the Security has been acquired by a bona fide purchaser, the Company shall issue a replacement Security if the Company and the Trustee receive:

(1)	evidence satisfactory to them of the loss, destruction or taking;

(2)	an indemnity bond satisfactory to them; and

(3)	payment of a sum sufficient to cover their expenses and any taxes for replacing the Security.

Every replacement Security is an additional obligation of the Company.

SECTION 2.08. Outstanding Securities.

The Securities outstanding at any time are all the Securities authenticated by the Registrar except for those cancelled by it, those delivered to it for cancellation, and those described in this Section as not outstanding.

If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a bona fide purchaser.

If Securities are considered paid under Section 4.02, they cease to be outstanding and interest on them ceases to accrue.

A Security does not cease to be outstanding because the Company or an Affiliate holds the Security.

SECTION 2.09. Discounted Securities.

In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, the principal amount of a Discounted Security shall be the amount of principal that would be due as of the date of such determination if payment of the Security were accelerated on that date.

SECTION 2.10. Treasury Securities.

In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Company or an Affiliate shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which the Trustee knows are so owned shall be so disregarded.

SECTION 2.11. Global Securities.

If the Securities Resolution or supplemental indenture so provides, the Company may issue some or all of the Securities of a series in temporary or permanent global form. A global Security may be in registered form, in bearer form with or without coupons or in uncertificated form. A global Security shall represent that amount of Securities of a series as specified in the global Security or as endorsed thereon from time to time. At the Company’s request, the Registrar shall endorse a global Security to reflect the amount of any increase or decrease in the Securities represented thereby.

The Company may issue a global Security only to a depository designated by the Company. A depository may transfer a global Security only as a whole to its nominee or to a successor depository.

The Securities Resolution or supplemental indenture may establish, among other things, the manner of paying principal and interest on a global Security and whether and upon what terms a beneficial owner of an interest in a global Security may exchange such interest for definitive Securities.

The Company, an Affiliate, the Trustee and any Agent shall not be responsible for any acts or omissions of a depository, for any depository records of beneficial ownership interests or for any transactions between the depository and beneficial owners.

SECTION 2.12. Temporary Securities.

Until definitive Securities of a series are ready for delivery, the Company may use temporary Securities. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Temporary Securities may be in global form. Without unreasonable delay, the Company shall deliver definitive Securities in exchange for temporary Securities. Until so exchanged, the temporary Securities are entitled to the same benefits under this Indenture as definitive Securities.

SECTION 2.13. Cancellation.

The Company at any time may deliver Securities to the Registrar for cancellation. The Transfer Agent and the Paying Agent shall forward to the Registrar any Securities surrendered to them for payment, exchange or registration of transfer. The Registrar shall cancel all Securities surrendered for payment, registration of transfer, exchange or cancellation which have been received by it. The Registrar shall destroy cancelled Securities unless the Company otherwise directs.

Unless the Securities Resolution or supplemental indenture otherwise provides, the Company may not issue new Securities to replace Securities that the Company has paid or that the Company has delivered to the Registrar for cancellation.

SECTION 2.14. Defaulted Interest

If the Company defaults in a payment of interest on Securities, it need not pay the defaulted interest to Holders on the regular record date. The Company may fix a special record date for determining Holders entitled to receive defaulted interest or the Company may pay defaulted interest in any other lawful manner.

ARTICLE 3 - REDEMPTION

SECTION 3.01. Notices to Trustee.

Securities of a series that are redeemable before maturity shall be redeemable in accordance with their terms and, unless the Securities Resolution or supplemental indenture otherwise provides, in accordance with this Article.

In the case of redemption by the Company, the Company shall notify the Trustee and the Transfer Agent of the redemption date and the principal amount of Securities to be redeemed. The Company shall notify the Trustee and Transfer Agent at least 45 days before the redemption date unless a shorter notice is satisfactory to the Trustee.

If the Company is required to redeem Securities, it may reduce the principal amount of Securities required to be redeemed to the extent it is permitted a credit by the terms of the Securities and it notifies the Trustee of the amount of the credit and the basis for it. If the reduction is based on a credit for acquired or redeemed Securities that the Company has not previously delivered to the Registrar for cancellation, the Company shall deliver the Securities at the same time as the notice.

SECTION 3.02. Selection of Securities to Be Redeemed.

If less than all the Securities of a series are to be redeemed, the Trustee shall select the Securities to be redeemed by a method the Trustee considers fair and appropriate, which shall reflect any method required by applicable law or stock exchange regulations. The Trustee shall make the selection from the outstanding Securities of the series not previously called for redemption. The Trustee may select for redemption portions of the principal of Securities having denominations larger than the minimum denomination for the series. Securities and portions thereof selected for redemption shall be in amounts equal to the minimum denomination for the series or an integral multiple thereof. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. At least 20 days before a redemption date, the Trustee shall notify the Company, the Registrar, the Transfer Agent and each Paying Agent of the Securities to be redeemed and, if a Security is to be redeemed only in part, the principal amount thereof so to be redeemed.

SECTION 3.03. Notice of Redemption.

At least 20 days but not more than 60 days before a redemption date, the Company shall mail a notice of redemption by first-class mail to each Holder whose Securities are to be redeemed.

A notice shall identify the Securities of the series to be redeemed and shall state:

(1)	the redemption date;

(2)	the redemption price;

(3)	the name and address of the Paying Agent;

(4)	that Securities called for redemption, in whole or in part, must be surrendered to the Paying Agent to collect the redemption price; and

(5)	that interest on Securities, or portions thereof, called for redemption ceases to accrue on and after the redemption date.

At the Company’s written request, the Trustee shall give the notice of redemption in the Company’s name and at its expense.

SECTION 3.04. Effect of Notice of Redemption.

Once notice of redemption is given, Securities called for redemption become due and payable on the redemption date at the redemption price stated in the notice.

SECTION 3.05. Payment of Redemption Price.

On or before the redemption date, the Company shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued interest, if any, on all Securities to be redeemed on that date.

When the Holder of a Security surrenders it for redemption in accordance with the redemption notice, the Company shall pay, or cause the Paying Agent to pay, to the Holder on the redemption date the redemption price and accrued interest, if any, to such date, except that the Company will pay any such interest (except defaulted interest) to Holders on the record date (as such term is defined in the applicable Securities Resolution) if the redemption date occurs on an interest payment date (as such term is defined in the applicable Securities Resolution).

SECTION 3.06. Securities Redeemed in Part.

Upon surrender of a Security that is redeemed in part, the Company shall deliver or cause the Transfer Agent to deliver to the Holder a new Security of the same series equal in principal amount to the unredeemed principal amount of the Security surrendered.

ARTICLE 4 - COVENANTS

SECTION 4.01. Certain Definitions.

"Lien" means any mortgage, pledge, security interest or lien.

"Subsidiary" means a corporation a majority of whose Voting Stock is owned by the Company or a Subsidiary.

"Voting Stock" means capital stock having voting power under ordinary circumstances to elect directors.

"Yield to Maturity" means the yield to maturity on a Discounted Security at the time of its issuance or at the most recent determination of interest on the Discounted Security.

SECTION 4.02. Payment of Securities.

The Company shall pay the principal of and interest on a series in accordance with the terms of the Securities for the series and this Indenture. Principal and interest on a series shall be considered paid on the date due if the Paying Agent for the series holds on that date money sufficient to pay all principal and interest then due on the series.

SECTION 4.03. Overdue Interest.

Unless the Securities Resolution or supplemental indenture otherwise provides, the Company shall pay interest on overdue principal of a Security of a series at the rate (or Yield to Maturity in the case of a Discounted Security) borne by the series; it shall pay interest on overdue installments of interest at the same rate or Yield to Maturity to the extent lawful.

SECTION 4.04. No Lien Created, etc.

This indenture and the Securities do not create a Lien, charge or encumbrance on any property of the Company or any Subsidiary.

SECTION 4.05. Compliance Certificate.

The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, a brief certificate signed on its behalf by the principal executive officer, principal financial officer or principal accounting officer of the Company, as to the signer’s knowledge of the Company’s compliance with all conditions and covenants under this Indenture as of the end of such fiscal year (determined without regard to any period of grace or requirement of notice provided herein).

Any other obligor on the Securities also shall deliver to the Trustee such a certificate similarly signed as to its compliance with this Indenture within 120 days after the end of each of its fiscal years.

SECTION 4.06. SEC Reports.

The Company shall file with the Trustee, within 15 days after the Company is required to file the same with the SEC, copies of the annual reports and of the information, documents, and other reports (or such portions of the foregoing as the SEC may prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Any other obligor on the Securities shall do likewise as to the above items which it is required to file with the SEC pursuant to those Sections.

ARTICLE 5 - SUCCESSORS

SECTION 5.01. When Company May Merge, etc.

The Company shall not consolidate with or merge into, or transfer all or substantially all of its assets to, any person unless:

(1)	the person is organized under the laws of the United States or a State thereof;

(2)	the person assumes by supplemental indenture all the obligations of the Company under this Indenture and the Securities; and

(3)	immediately after the transaction no Default exists.

The successor shall be substituted for the Company, and thereafter all obligations of the Company under this Indenture and the Securities shall terminate.

ARTICLE 6 - DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default.

An "Event of Default" on a series occurs if:

(1)	the Company defaults in any payment of interest on any Securities of the series when the same becomes due and payable and the Default continues for a period of 60 days;

(2)	the Company defaults in the payment of the principal of any Securities of the series when the same becomes due and payable at maturity or upon redemption, acceleration or otherwise and the Default continues for a period of three business days;

(3)	the Company defaults in the payment or satisfaction of any sinking fund obligation with respect to any Securities of a series as required by the Securities Resolution or supplemental indenture establishing such series and the Default continues for a period of three business days;

(4)	the Company defaults in the performance of any of its other agreements applicable to the series and the Default continues for 90 days after the notice specified below;

(5)	the Company pursuant to or within the meaning of any Bankruptcy Law:

	(A)	commences a voluntary case,

	(B)	consents to the entry of an order for relief against it in an involuntary case,

	(C)	consents to the appointment of a Custodian for it or for all or substantially all of its property, or

	(D)	makes a general assignment for the benefit of its creditors;

(6)	a court of competent jurisdiction enters an order of decree under any Bankruptcy Law that:

	(A)	is for relief against the Company in an involuntary case,

	(B)	appoints a Custodian for the Company or for all or substantially all of its property, or

	(C)	orders the liquidation of the Company;

	and the order or decree remains unstayed and in effect for 60 days; or

(7)	any other Event of Default provided for in the series occurs.

The term "Bankruptcy Law" means Title 11, U. S. Code or any similar Federal or State law for the relief of debtors. The term "Custodian" means any receiver, trustee, assignee, liquidator or a similar official under any Bankruptcy Law.

A Default under clause (4) is not an Event of Default until the Trustee or the Holders of at least 33-1/3% in principal amount of the series notify the Company of the Default and the Company does not cure the Default within the time specified after receipt of the notice. The notice must specify the Default, demand that it be remedied and state that the notice is a "Notice of Default." If Holders notify the Company of a Default, they shall notify the Trustee at the same time.

A Default on any series of Securities shall not constitute a Default on any other series unless so provided in such other series.

SECTION 6.02. Acceleration.

If an Event of Default occurs and is continuing on a series, the Trustee by notice to the Company, or the Holders of at least 33-1/3% in principal amount of the series by notice to the Company and the Trustee, may declare the principal of and accrued interest on all the Securities of the series to be due and payable immediately. Discounted Securities may provide that the amount of principal due upon acceleration is less than the stated principal amount.

The Holders of a majority in principal amount of the series by notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default on the series have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration.

SECTION 6.03. Other Remedies.

If an Event of Default occurs and is continuing on a series, the Trustee may pursue any available remedy to collect principal or interest then due on the series, to enforce the performance of any provision applicable to the series, or otherwise to protect the rights of the Trustee and Holders of the series.

The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

SECTION 6.04. Waiver of Past Defaults.

Unless the Securities Resolution or supplemental indenture otherwise provides, the Holders of a majority in principal amount of a series by notice to the Trustee may waive an existing Default or Event of Default on the series and its consequences except:

(1)	an Event of Default under clauses (1), (2) or (3) of Section 6.01, or

(2)	a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Securityholder affected.

SECTION 6.05. Control by Majority.

The Holders of a majority in principal amount of a series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or of exercising any trust or power conferred on the Trustee, with respect to the series. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture.

SECTION 6.06. Limitation on Suits.

A Securityholder of a series may pursue a remedy with respect to the series only if:

(1)	the Holder gives to the Trustee notice of a continuing Event of Default on the series;

(2)	the Holders of at least 33-1/3% in principal amount of the series make a request to the Trustee to pursue the remedy;

(3)	such Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense;

(4)	the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and

(5)

during such 60-day period the Holders of a majority in principal amount of the series do not give the Trustee a direction inconsistent with such request.

A Securityholder may not use this Indenture to prejudice the rights of another Securityholder or obtain a preference or priority over another Securityholder.

Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal and (except as contemplated by Section 2.14) interest on such Security on the respective stated maturities expressed in such Security and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of the Holder.

SECTION 6.07. Collection Suit by Trustee.

If an Event of Default in payment of interest, principal or sinking fund payment specified in Section 6.01(1), (2) or (3) occurs and is con

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