OPEN-END MORTGAGE, GENERAL MORTGAGE INDENTURE AND DEED OF TRUST

OPEN-END MORTGAGE,

This Instrument Contains After-Acquired Property Provisions

This Indenture constitutes a financing statement filed as a fixture filing under Article 9 of the Uniform Commercial Code (as in effect in the relevant jurisdiction) consisting of “goods” (as defined in such Uniform Commercial Code) which now are or later may become fixtures relating to the real property described in Exhibit A of this Indenture.

(a)   all cash on hand, in banks or in other financial institutions, deposit accounts, shares of stock, interests in general or limited partnerships, bonds, notes, other

(b)   all contracts, leases, operating agreements and other agreements of whatsoever kind and nature (including pole attachment agreements and joint pole agreements) (except to the extent that any of the same are specifically described in clause (a) or (b) of Granting Clause First of this Indenture, in which case they are included within the Lien of this Indenture); collections from former, present or future customers that are permitted by applicable law to be applied to, or pledged as security for, the repayment of securities issued by or on behalf of the Company, contract rights, bills, notes, chattel paper and other instruments (except to the extent that any of the same constitute securities, in which case they may be separately excepted from the Lien of this Indenture under clause (a) above); all revenues, income and earnings; all accounts, accounts receivable and unbilled revenues, and all rents, tolls, issues, product and profits, claims, credits, demands and judgments; all governmental and other licenses, permits, franchises, consents and allowances, including but not limited to permits licenses and rights (however characterized) granted by any governmental entity with respect to air, water or other types of pollution or pollution credits (except to the extent that any of the same are specifically described in clause (b) of Granting Clause First of this Indenture, in which case they are included within the Lien of this Indenture); and all patents, patent licenses and other patent rights, patent applications, trade names, trademarks, copyrights, domain names, claims, credits, choses in action and other intangible property and general intangibles including, but not limited to, computer software;

(c)   all motor vehicles, automobiles, buses, trucks, truck cranes, tractors, trailers and similar vehicles and movable equipment; all rolling stock, rail cars, containers and other railroad equipment; all vessels, boats, barges and other marine equipment, all airplanes, helicopters, aircraft engines and other flight equipment, and all components, parts, accessories, supplies and fuel used or to be used in connection with any of the foregoing and all personal property of such character that the perfection of a security interest therein or other Lien thereon is not governed by the Uniform Commercial Code as in effect in the jurisdiction in which such property is located;

(d)   all goods, stock in trade, wares, merchandise and inventory acquired or otherwise held for the purpose of sale or lease in the ordinary course of business; all spare parts and tools held for use or consumption in, or in the operation of, any properties of the Company; all equipment and other property held in advance of use thereof for maintenance, replacement or fixed capital purposes; all materials, supplies and inventory and other personal property which are consumable (otherwise than by ordinary wear and tear) in their use in or in connection with the operation of the Mortgaged Property; all fuel, including nuclear fuel, whether or not in a form consumable in the operation of the Mortgaged Property, including separate assemblies and components thereof in the forms in which such assemblies and components exist at any time before, during or after the

(e)   all satellites and other equipment and materials used or to be used in outer space; all business machines; all communications equipment (including telephone equipment); all computer equipment; all hand and other portable tools and equipment; all furniture and furnishings; and computers and data processing, data storage, data transmission, telecommunications, record production, storage and retrieval equipment and other facilities, equipment and apparatus, which, in any case, are used primarily for administrative or clerical purposes or are otherwise not necessary for the operation or maintenance of the facilities, machinery, equipment or fixtures described or referred to in clause (c) or (d) of Granting Clause First of this Indenture; and all components, spare parts, accessories, programs (other than computer software) and supplies used or to be used in connection with any of the foregoing;

(f)   all sand, gravel, rocks, earth, natural gas, coal, lignite, ore, uranium, gas, oil and other minerals and all crops and timber, and all rights and interests in any of the foregoing (including without limitation rights to explore therefor), whether or not such minerals or crops and timber shall have been mined, extracted or harvested or otherwise separated from the land; all mineral rights, leases and royalties and income therefrom; all gas or oil wells or any lease or real estate acquired for the purpose of obtaining gas or oil rights; and all electric energy, gas (natural or artificial), steam, water, ice and other products generated, produced, manufactured, purchased or otherwise acquired by the Company;

(g)   all real property, leaseholds, gas rights, wells, gathering, tap or other pipe lines, or facilities, equipment or apparatus, in any case used or to be used primarily for the production or gathering of natural gas;

(h)   all property which is the subject of a lease agreement designating the Company as lessee and all right, title and interest of the Company in and to such property and in, to and under such lease agreement, including without limitation in and to leasehold improvements, whether or not such lease agreement is intended as security (except to the extent that any of the same are specifically described in clause (a) or (b) of Granting Clause First of this Indenture, in which case they are included within the Lien of this Indenture);

(i)   all facilities, machinery, equipment and fixtures for the appropriation, storage, transmission and distribution of water including, but not limited to, water works, reservoirs, diversion works, stations and substations, transmission pipelines, canals, raceways, flumes, waterways, aqueducts, storage facilities, tanks, purifiers, valves, regulators, pumps, mains, pipes, service pipes, conduits, fittings and connections, services, meters and any and all other property used or to be used for any or all of such purposes;

(j)   all permits, licenses, franchises and rights not specifically subjected or required to be subjected to the Lien hereof by the express provisions of this Indenture, whether now owned or hereafter acquired by the Company, which by their terms or by reason of applicable law would become void or voidable if mortgaged or pledged hereunder by the Company or which cannot be granted, conveyed, mortgaged, transferred or assigned by this Indenture without the consent of other parties whose consent is not secured, or without subjecting the Trustee to a liability not otherwise contemplated by the provisions of this Indenture, or which otherwise may not be, or are not, hereby lawfully and effectively granted, conveyed, mortgaged, transferred and assigned by the Company;

(k)   all property, real, personal and mixed, which subsequent to the date of the execution and delivery of this Indenture, has been released from the Lien of this Indenture, and any improvements, extensions and additions to such properties and renewals, replacements and substitutions of or for any parts thereof;

(l)   all property, real, personal and mixed, which meets all the following conditions:

(i)   not specifically described in the Granting Clauses of this Indenture,

(ii)   not specifically subjected or required to be subjected to the Lien hereof by the express provisions of this Indenture, and

(iii)   not part of or used or for use in connection with any property specifically subjected or required to be subjected to the Lien hereof by the express provisions of this Indenture;

(m)   the Company’s franchise to be a corporation;

(n)   all books and records; and

(o)   all of the real and personal property and interests therein constituting Bruce Mansfield Sale Leaseback Property as described on Exhibit C attached hereto and incorporated herein by reference.

Section 1.01   General Definitions

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

(b)   all terms used herein (and which are not specifically defined herein) which are defined in the Trust Indenture Act or by Commission rule under the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(c)   all terms used herein (and which are not specifically defined herein) which are defined in the Uniform Commercial Code (as in effect in the relevant jurisdiction) have the meanings assigned to them therein;

(d)   the word “or” is not exclusive;

(e)   all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with Generally Accepted Accounting Principles;

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

(g)   all references in this instrument to designated Articles, Sections and other subdivisions are to the designated Articles, Sections and other subdivisions of this Indenture.

(a)   with respect to Bonds, means, as of the date of determination, all Bonds theretofore authenticated and delivered under this Indenture, except:

(i)   Bonds theretofore paid, retired, redeemed, discharged or canceled, or delivered to the Bond Registrar or Trustee for cancellation;

(ii)   Bonds deemed to have been paid in accordance with Section 9.01;

(iii)   Bonds deposited with or held in pledge by the Trustee under any of the provisions of this Indenture, including any so held under any sinking, improvement, maintenance, replacement or analogous fund; and

(iv)   Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered pursuant to this Indenture, other than any such Bonds in respect of which there shall have been presented to the Trustee proof satisfactory to it and the Company that such Bonds are held by a protected purchaser (within the meaning of Section 8-303 of the Uniform Commercial Code) in whose hands such Bonds are valid obligations of the Company;

(w)           Bonds owned by the Company or any other obligor upon the Bonds or any Affiliate of the Company or of such other obligor (unless the Company, such Affiliate or such obligor owns all Bonds Outstanding under this Indenture, or all Outstanding Bonds of each such series and each such Tranche, as the case may be, determined without regard to this clause (x)) shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver or upon any such determination as to the presence of a quorum, only Bonds which the Trustee knows to be so owned shall be so disregarded; provided , however , that Bonds so owned which have been pledged in good faith may be regarded as Outstanding if it is established to the reasonable satisfaction of the Trustee that the pledgee, and not the Company or any such other obligor or Affiliate of either thereof, has the right so to act with respect to such Bonds and that the pledgee is not the Company or any other obligor upon the Bonds or any Affiliate of the Company or of such other obligor;

(x)           the principal amount of a Discount Bond that shall be deemed to be Outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to Section 10.02(a);

(y)           if, as of such date, the principal amount payable at the Stated Maturity of a Bond is not determinable, the principal amount of such Bond which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 3.01; and

(z)           the principal amount of a Bond denominated in one or more foreign currencies, composite currencies or currency units which shall be deemed to be

(b)   with respect to Class “A” Bonds, has the meaning specified in the related Class “A” Mortgage; provided , however , that in determining whether the Pledged Bonds constitute a majority in aggregate principal amount of the Class “A” Bonds Outstanding under a Class “A” Mortgage for purposes of Section 7.05(b), Class “A” Bonds issued after the date of execution and delivery of this Indenture (other than Pledged Bonds or Class “A” Bonds issued to replace any mutilated, lost, destroyed or wrongfully taken Class “A” Bonds issued prior to the date of execution and delivery of this Indenture or to effect exchanges and transfers of Class “A” Bonds issued prior to the date of execution and delivery of this Indenture) shall be disregarded and deemed not to be Outstanding.

(a)   the Lien of this Indenture and all Liens and encumbrances junior thereto;

(b)   Liens for taxes, assessments and other governmental charges or requirements not delinquent or which are currently being contested in good faith by appropriate proceedings;

(c)   mechanics’, workmen’s, repairmen’s, materialmen’s, warehousemen’s and carriers’ Liens, Liens or privileges of any employees of the Company for salary or wages earned, but not yet payable, and other Liens, including without limitation Liens for worker’s compensation awards, arising in the ordinary course of business for charges or requirements which are not delinquent or which are being contested in good faith and by appropriate proceedings;

(d)   any attachment, judgment and other similar Lien arising in connection with court proceedings (i) in an amount not in excess of the greater of $5,000,000 or 3% of the principal amount at the time such attachment, judgment or Lien arises of the sum of (x) the aggregate principal amount of Bonds Outstanding, and (y) the principal amount of the Class “A” Bonds Outstanding (other than Pledged Bonds), or (ii) with respect to which the Company shall (A) in good faith be prosecuting an appeal or other proceeding for review and with respect to which the Company shall have secured a stay of execution pending such appeal or other proceeding, or (B) have the right to prosecute an appeal or other proceeding for review;

(e)   easements, leases, reservations or other rights of others in, on or over, and laws, regulations and restrictions affecting, and defects and irregularities in record title to, the Mortgaged Property or any part thereof; provided , however , that such easements, leases, reservations, rights, laws, regulations, restrictions, defects and irregularities do not in the aggregate materially impair the use by the Company of the Mortgaged Property considered as a whole for the purposes for which it is held by the Company;

(f)   any defects or irregularities in title to any rights-of-way or to any real estate used or to be used primarily for right-of-way purposes or held under lease, easement, license or similar right; provided , however , that (i) the Company shall have obtained from the apparent owner of the lands or estates therein covered by any such right-of-way a sufficient right, by the terms of the instrument granting such right-of-way, lease, easement, license or similar right, to the use thereof for the purpose for which the Company acquired the same, (ii) the Company has power under eminent domain, or similar statutes, to remove such defects or irregularities, or (iii) such defects or irregularities may be otherwise remedied without undue effort or expense;

(g)   Liens securing indebtedness neither created, assumed nor guaranteed by the Company, nor on account of which it customarily pays interest, upon property hereafter acquired by the Company, at the time of the acquisition thereof by the Company;

(h)   leases existing at the date of execution and delivery of this Indenture affecting property owned by the Company at said date and renewals and extensions thereof; and leases affecting such properties entered into after such date or affecting properties acquired by the Company after such date which, in either case (i) have respective terms (or periods at the end of which the Company may terminate the lease) of not more than ten (10) years (including extensions or renewals at the option of the tenant), or (ii) do not materially impair the use by the Company of such properties for the respective purposes for which they are held by the Company;

(i)   any Lien vested in any lessor, licensor or permitted for rent to become due or for other obligations or acts to be performed, the payment of which rent or the performance of which other obligations or acts is required under leases, subleases, licenses or permits, so long as the payment of such rent or the performance of such other obligations or acts is not delinquent or is being contested in good faith and by appropriate proceedings;

(j)   any controls, restrictions, obligations, duties or other burdens imposed by any federal, state, municipal or other law, or by any rule, regulation or order of any Governmental Authority, upon any property of the Company or the operation or use thereof or upon the Company with respect to any of its property or the operation or use thereof or with respect to any franchise, grant, license, permit or public purpose requirement, or any rights reserved to or otherwise vested in any Governmental Authority to impose any such controls, restrictions, obligations, duties or other burdens;

(k)   Liens granted on air or water pollution control, sewage or solid waste disposal, or other similar facilities of the Company in connection with the issuance of pollution control revenue bonds, in connection with financing the cost of, or the construction, acquisition, improvement, repair or maintenance of, such facilities;

(l)   any right which any Governmental Authority may have by virtue of any franchise, license, contract or statute to purchase, or designate a purchaser of or order the sale of, any property of the Company upon payment of cash or reasonable compensation therefor or to terminate any franchise, license or other rights or to regulate the property and business of the Company;

(m)   any Liens which have been bonded for the full amount in dispute or for the payment of which other adequate security arrangements have been made;

(n)   (i) rights and interests of Persons other than the Company arising out of contracts, agreements and other instruments to which the Company is a party and which relate to the common ownership or joint use of property; and (ii) all Liens on the interests of Persons other than the Company in property owned in common by such Persons and the Company if and to the extent that the enforcement of such Liens would not adversely affect the interests of the Company in such property in any material respect;

(o)   Liens securing indebtedness incurred by a Person, other than the Company, which indebtedness has been neither assumed nor guaranteed by the Company nor on which it customarily pays interest, existing on property which the Company owns jointly or in common with such Person or such Person and others, if there is a bar against partition of such property, which would preclude the sale of such property by such other Person or the holder of such Lien without the consent of the Company;

(p)   Liens in favor of a government or governmental entity securing (i) payments pursuant to a statute (other than taxes and assessments), or (ii) indebtedness incurred to finance all or part of the purchase price or cost of construction of the property subject to such Lien;

(q)   any other Liens or encumbrances of whatever nature or kind which do not, individually or in the aggregate, materially impair the Lien of this Indenture or the security afforded thereby for the benefit of the Bondholders, as evidenced by an Opinion of Counsel to such effect;

(r)   any trustee’s Lien hereunder; and

(s)   Prepaid Liens.

Section 1.02   Bonded; Funded Cash

(a)   “ Bonded ” as applied to Bonds (including Retired Bonds), Class “A” Bonds or Property Additions means that such Bonds, Class “A” Bonds or Property Additions are within one or more of the following classes:

(i)   the aggregate amount of Property Additions which have been used as a basis for the authentication and delivery of Bonds pursuant to Section 4.03 or the withdrawal of cash pursuant to Section 4.05(c) or Section 8.06(a)(i);

(ii)   Bonds which have been used as a basis for the authentication and delivery of Bonds pursuant to Section 4.04 or the withdrawal of cash pursuant to Section 4.05(c) or Section 8.06(a)(ii), and Bonds paid, purchased or redeemed with money used or applied by the Trustee pursuant to Section 8.06(a)(iv) or (v);

(iii)   Bonds, Class “A” Bonds and the aggregate amount of Property Additions which have been used as the basis of the release of property from the Lien of this Indenture;

(iv)   Bonds, Class “A” Bonds and the aggregate amount of Property Additions which have been allocated or used as a basis for any credit against the

(v)   Class “A” Bonds which (x) have been used as a basis for the authentication and delivery of Bonds pursuant to Section 4.02 or (y) cannot, at the time of determination, be used as a basis for the issuance of Class “A” Bonds under a Class “A” Mortgage;

(vi)   the aggregate amount of Property Additions designated in an Engineer’s Certificate delivered to the Trustee pursuant to clause (iii) of Section 7.07(a) to be deemed to have been made the basis of the authentication and delivery of Bonds then Outstanding in connection with discharge of a Class “A” Mortgage.

(b)    “ Funded Cash ” means:

(i)   cash held by the Trustee hereunder, to the extent that it represents the proceeds of insurance on, or cash deposited in connection with the release of, property, or the proceeds of the release of obligations secured by a Purchase Money Lien which obligations have been delivered to the Trustee pursuant to Article VIII and used as a credit in any application for the release of property hereunder, or the proceeds of payment to the Trustee on account of the principal of obligations secured by a Purchase Money Lien which obligations have been delivered to it pursuant to Article VIII and used as a credit in any application for the release of property hereunder, all subject, however, to the provisions of Section 8.06(c);

(ii)   any cash deposited with the Trustee under Section 4.05; and

(iii)   any cash received by the Trustee from the payment of the principal of Pledged Bonds.

Section 1.03   Net Earnings Certificate; Adjusted Net Earnings; Annual Interest Requirements

(a)   the “Adjusted Net Earnings” of the Company for a period of twelve (12) consecutive calendar months within the eighteen (18) calendar months immediately preceding the first day of the month in which the Company Order requesting the authentication and delivery under this Indenture of Bonds is delivered to the Trustee, specifying:

(i)   its operating revenues (which may include revenues of the Company subject when collected or accrued to possible refund at a future date);

(ii)   its operating expenses, excluding (A) expenses for taxes on income or profits and other taxes measured by, or dependent on, net income, (B) provisions for reserves for renewals, replacements, depreciation, depletion or retirement of property (or any expenditures therefor), or provisions for amortization of property, (C) expenses or provisions for interest on any indebtedness of the Company, for the amortization of debt discount, premium, expense or loss on reacquired debt, for any maintenance and replacement, improvement or sinking fund or other device for the retirement of any indebtedness, or for other amortization, (D) expenses or provisions for any non-recurring charge to income or to retained earnings of whatever kind or nature (including without limitation the recognition of expense or impairment due to the non-recoverability of assets or expense), whether or not recorded as a non-recurring charge in the Company’s books of account, and (E) provisions for any refund of revenues previously collected or accrued by the Company subject to possible refund;

(iii)   the amount remaining after deducting the amount required to be stated in such certificate by clause (ii) above from the amount required to be stated therein by clause (i) above;

(iv)   its other income, net of related expenses (excluding expenses or provisions for any non-recurring charge to the income or retained earnings of the entity which is the source of such other income of whatever kind or nature (including without limitation the recognition of expense or impairment due to the nonrecoverability of assets or expense), whether or not recorded and a non-recurring charge in such entity’s books of account), which other income may include any portion of capitalized interest and other deferred costs (or any analogous amounts) which is not included in “other income” (or any analogous item) in the Company’s books of account; and

(v)   the Adjusted Net Earnings of the Company for such period of twelve (12) consecutive calendar months (being the sum of the amounts required to be stated in such certificate by clauses (iii) and (iv) above); and

(b)   the “ Annual Interest Requirements ”, being the interest requirements for one year, at the respective Stated Interest Rates, if any, borne prior to Maturity, upon:

(i)   all Bonds Outstanding hereunder at the date of such certificate, except any for the payment or redemption of which the Bonds applied for are to be issued; provided , however , that, if Outstanding Bonds of any series bear interest at a variable rate or rates, then the interest requirement on the Bonds of such series shall be determined by reference to the rate or rates in effect on the day immediately preceding the date of such certificate;

(ii)   all Bonds then applied for in pending applications for the original issuance of Bonds, including the application in connection with which such certificate is made; provided , however , that if Bonds of any series are to bear interest at a variable rate or rates, then the interest requirement on the Bonds of such series shall be determined by reference to the rate or rates to be in effect at the time of the initial authentication and delivery of such Bonds; and provided , further , that the determination of the interest requirement on Bonds of a series subject to a Periodic Offering shall be further subject to the provisions of clause (iv) of Section 4.01(a);

(iii)   all Class “A” Bonds Outstanding under Class “A” Mortgages at the date of such certificate, except any Pledged Bonds and except any for the payment or redemption of which the Bonds applied for are to be issued; provided , however , that, if the Outstanding Class “A” Bonds of any series bear interest at a variable rate or rates, then the interest requirement on the Class “A” Bonds of such series shall be determined by reference to the rate or rates in effect on the day immediately preceding the date of such certificate; and

(iv)   the principal amount of all other indebtedness (except (A) Pledged Bonds, (B) indebtedness of the Company the repayment of which supports or is supported by other indebtedness included in Annual Interest Requirements pursuant to one of the other clauses of this definition, (C) indebtedness for the payment of which the Bonds applied for are to be issued, and (D) indebtedness secured by a Prepaid Lien prior to the Lien of this Indenture upon property subject to the Lien of this Indenture), outstanding on the date of such certificate and secured by a Lien on a parity with or prior to the Lien of this Indenture upon property subject to the Lien of this Indenture, if such indebtedness has been issued, assumed or guaranteed by the Company or if the Company customarily pays the interest upon the principal thereof or collections from the Company’s customers are applied to, or pledged as security for the payment of such interest; provided , however , that if any such indebtedness bears interest at a variable rate or rates, then the interest requirement on such indebtedness shall be determined by reference to the rate or rates in effect on the day immediately preceding the date of such certificate; and provided , further , that any amounts collected by others to be applied to debt service on indebtedness of the Company, and not otherwise treated on the Company’s books as revenue, shall be added to the Company’s operating revenues when determining Adjusted Net Earnings.

Section 1.04   Property Additions; Cost

(a)   “ Property Additions ” means, as of any particular time, any item, unit or element of property which at such time is owned by the Company and is subject to the Lien of this Indenture.  Property Additions:

(i)   need not consist of a specific or completed development, plant, betterment, addition, extension, improvement or enlargement, but may include construction work in progress and property in the process of purchase insofar as the Company shall have acquired legal title to such property, and may include the following:

(A)   fractional and other undivided interests of the Company in property owned jointly or in common with other Persons, whether or not there are with respect to such property, other agreements or obligations on the part of the Company, if there is a bar against partition of such property which would preclude the sale of such property by any or all of such other Persons or the holder or holders of any Lien or Liens on the interest of any of such other Persons in such property, without the consent of the Company;

(B)   engineering, economic, environmental, financial, geological and legal or other surveys, data processing equipment and software, preliminary to or associated with the acquisition or construction of property included or intended to be included in the Mortgaged Property, provided that any such property is not Excepted Property or, if it is Excepted Property, such property has been subjected to the Lien and operation of this Indenture as provided in Granting Clause Third;

(C)   paving, grading and other improvements to, under or upon highways, bridges, parks or other public property of analogous character required for or in connection with the installation or repair of overhead, surface or underground facilities and paid for and used or to be used by the Company, notwithstanding that the Company may not hold legal title thereto;

(D)   property located over, on or under property owned by other Persons, including governmental or municipal agencies, bodies or

(E)   intangible property (including any acquisition premium paid in connection with the acquisition of any property); and

(ii)   may include renewals, replacements and substitution of property not excluded from the definition of “Property Additions” by virtue of clause (iii) below; but

(iii)   shall not include:

(A)   Excepted Property (other than Excepted Property which has been subjected to the Lien and operation of this Indenture as provided in Granting Clause Third); or

(B)   any property the cost of acquisition or construction of which is properly chargeable to an operating expense account of the Company.

(b)   When any Property Additions are certified to the Trustee as the basis of any Authorized Purpose (except as otherwise provided in Section 8.06):

(i)   there shall be deducted from the Cost or Fair Value thereof to the Company, as the case may be (as of the date so certified), an amount (which amount shall not be less than zero) equal to the Cost (or as to Property Additions of which the Fair Value to the Company at the time the same became Property Additions was less than the Cost as determined pursuant to subsection (c) of this Section, then such Fair Value in lieu of Cost) of all Property Additions retired on and after the date of execution and delivery of this Indenture (other than the Property Additions, if any, in connection with the application for release of which such certificate is filed), minus the aggregate Cost of all Property Additions acquired or constructed by the Company which are included in the Mortgaged Property after the date of execution and delivery of this Indenture; and

(ii)   there may, at the option of the Company, be added to the Cost of Property Additions acquired or constructed by the Company which are included in the Mortgaged Property after the date of execution and delivery of this Indenture, the sum of:

(A)   the principal amount of any obligations secured by a Purchase Money Lien and any cash (other than proceeds of such obligations secured by a Purchase Money Lien), not already included in such Cost, received by the Trustee representing the proceeds of insurance on, or of the release or other disposition of, Property Additions retired; and

(B)   to the extent not already included in such Cost, an amount equal to 20/15ths of the principal amount of any Bond or Bonds, or

(c)   The term “ Cost ” with respect to Property Additions made the basis for one or more Authorized Purposes shall mean the sum of (i) any cash or its equivalent forming a part of such Cost, plus all costs and capitalized financing costs thereof, capitalized future environmental remediation costs and other deferred costs relating to such construction, but only to the extent of the greater of the amount permitted by Generally Accepted Accounting Principles or the amount permitted by accounting regulations or orders issued by any governmental regulatory commission, (ii) an amount equivalent to the fair market value in cash (as of the date of delivery) of any securities or other property delivered in payment therefor or for the acquisition thereof and (iii) the principal amount of any indebtedness incurred or assumed as all or part of the Cost to the Company of such Property Additions; provided , however , that, notwithstanding any other provision of this Indenture, in any case where Property Additions shall have been acquired (otherwise than by construction) by the Company without any consideration consisting of cash, securities or other property or the incurring or assumption of indebtedness, no determination of Cost shall be required, and wherever in this Indenture provision is made for Cost or Fair Value, the Cost, in such case, shall mean an amount equal to the greater of (x) the Fair Value thereof, or (y) the book value of such acquired Property Additions at the time of the acquisition thereof.

(d)   If any Property Additions are shown by the Engineer’s Certificate provided for in clause (ii) of Section 4.03(b) to include property which has been used or operated by others than the Company in a business similar to that in which it has been or is to be used or operated by the Company, the Cost thereof may include the amount of cash or the value of any portion of the securities paid or delivered for any goodwill, going concern value rights and intangible property simultaneously acquired for which no separate or distinct consideration shall have been paid or apportioned, and in such case the term Property Additions as defined herein may include such goodwill, going concern value rights and intangible property, regardless of whether such Cost is permitted to be recorded in the plant account of the Company or is permitted to be recovered by the Company through the rates that it charges its customers.

(e)   For the purposes of the deductions required by this Section, the Cost or the Fair Value to the Company of Property Additions retired shall be the Cost or the Fair Value thereof to the Company at the time such property became Property Additions.

(f)   All Property Additions which shall be retired, abandoned, destroyed, released or otherwise disposed of (including damaged or destroyed Property Additions (or portions thereof) for which the Company shall have received proceeds pursuant to Section 6.07(b) but with respect to which the Company shall have elected not to rebuild or repair) shall for the purpose of this Section 1.04 be deemed Property Additions retired and for other purposes of this Indenture shall thereupon cease to be Property Additions, but may at any time thereafter again become Property Additions as provided in this Indenture.  Neither any reduction in the Cost or book value of property recorded in the plant account of the Company, nor the transfer of any amount appearing in such account to intangible or adjustment accounts,

Section 1.05   Compliance Certificates and Opinions

(a)   Except as otherwise expressly provided in this Indenture and as may otherwise be required under the Trust Indenture Act, upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall, if requested by the Trustee, furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and, in such case, otherwise complying with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture, it being understood that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

(b)   Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

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

(ii)   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;

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

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

Section 1.06   Content and Form of Documents Delivered to Trustee

(a)   Any Officer's Certificate may be based (without further examination or investigation), insofar as it relates to or is dependent upon legal matters, upon an opinion of, or representations by, counsel, and, insofar as it relates to or is dependent upon matters which are subject to verification by Accountants, upon a certificate or opinion of, or representations by, an Accountant, and, insofar as it relates to or is dependent upon matters which are required in this Indenture to be covered by a certificate or opinion of, or representations by, an Engineer, upon the certificate or opinion of, or representations by, an Engineer and, insofar as it relates to or dependent upon matters with respect to the Fair Value or fair market value of property, upon a certificate or opinion, or representations by, an Appraiser, unless, in any case, such officer has

(b)   In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

(c)   Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

(d)   Whenever, subsequent to the receipt by the Trustee of any Board Resolution, Officer's Certificate, Engineer 's Certificate, Net Earnings Certificate, Opinion of Counsel or other document or instrument, a clerical, typographical or other inadvertent or unintentional error or omission shall be discovered therein, a new document or instrument may be substituted therefor in corrected form with the same force and effect as if originally filed in the corrected form and, irrespective of the date or dates of the actual execution or delivery thereof, such substitute document or instrument shall be deemed to have been executed or delivered as of the date or dates required with respect to the document or instrument for which it is substituted. Anything in this Indenture to the contrary notwithstanding, if any such corrective document or instrument indicates that action has been taken by or at the request of the Company which could have been taken only if the original document or instrument had contained such error or omission, the action so taken shall not be invalidated or otherwise rendered ineffective but shall be and remain in full force and effect, except to the extent that such action was a result

Section 1.07   Acts of Holders

(a)   Any request, demand, authorization, direction, notice, consent, election, waiver or other action provided by this Indenture to be made, given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing or, alternatively, may be embodied in and evidenced by the record of Holders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders duly called and held in accordance with the provisions of Article XV, or a combination of such instruments and any such record.  Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Company.  Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments and so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Bond, shall be sufficient for any purpose of this Indenture and (subject to Section 11.01) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.  The record of any meeting of Holders shall be proved in the manner provided in Section 15.06.

(b)   The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof or may be proved in any other manner which the Trustee and the Company deem sufficient.  

(c)   The ownership of and the principal amount (except as otherwise contemplated in clause (y) of the proviso to clause (a) of the definition of “Outstanding”) and serial numbers of Bonds held by any Person, and the date of holding the same, shall be proved by the Bond Register.

(d)   Any request, demand, authorization, direction, notice, consent, election, waiver or other Act of a Holder shall bind every future Holder of the same Bond and the Holder of every Bond issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Bond.

(e)   Until such time as written instruments shall have been delivered to the Trustee with respect to the requisite percentage of principal amount of Bonds for the action contemplated by such instruments, any such instrument executed and delivered by or on behalf of the Holder may be revoked with respect to any or all of such Bonds by written notice by such Holder or any subsequent Holder, proven in the manner in which such instrument was proven.

(f)   Bonds of any series, or any Tranche thereof, authenticated and delivered after any Act of Holders may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any action taken by such Act of Holders.  If the Company shall so determine, new Bonds of any series, or any Tranche thereof, so modified as to conform, in the opinion of the Trustee and the Company, to such action may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Bonds of such series or Tranche.

(g)   The Company may set any day as a record date for the purpose of determining the Holders of Outstanding Bonds of any Series entitled to give, make or take any request, demand, authorization, direction, notice, consent, election, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Bonds of such series; provided , however , that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving, making or taking of any notice, declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Bonds of the relevant series on such record date, and no other Holders, shall be entitled to give, make or take the relevant action, whether or not such Holders remain Holders after such record date; provided , however , that no such action shall be effective hereunder unless given, made or taken on or prior to the applicable Expiration Date by Holders of the requisite aggregate principal amount of Outstanding Bonds of such series on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action given, made or taken by Holders of the requisite aggregate principal amount of Outstanding Bonds of the relevant series on the date such action is given, made or taken. Promptly after any record date is set pursuant to this paragraph,

The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Bonds of any series entitled to join in the giving, making or taking of (i) any Notice of Default, (ii) any notice of declaration of acceleration referred to in Section 10.02, if an Event of Default has occurred and is continuing and the Trustee shall not have given such notice of declaration of acceleration to the Company, (iii) any request to institute proceedings referred to in Section 10.11(b) or (iv) any direction referred to in Section 10.16, in each case with respect to Bonds of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Bonds of such series on such record date, and no other Holders, shall be entitled to give, make or take such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided , however , that no such action shall be effective hereunder unless given, made or taken on or prior to the applicable Expiration Date by Holders of such series of the requisite aggregate principal amount of Outstanding Bonds on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action given, made or taken by Holders of the requisite aggregate principal amount of Outstanding Bonds of the relevant series on the date such action is given, made or taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Bonds of the relevant series in the manner set forth in Section 1.09.

With respect to any record date set pursuant to this Section, the party hereto which sets such record date may designate any day as the “ Expiration Date ” and from time to time may change the Expiration Date to any earlier or later day; provided , however , that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Bonds of the relevant series in the manner set forth in Section 1.09, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date to an earlier day as provided in this paragraph.  Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date.

Without limiting the foregoing, a Holder entitled hereunder to give, make or take any action hereunder with regard to any particular Bond may do so, or duly appoint in writing any Person or Persons as its agent or agents to do so, with regard to all or any part of the principal amount of such Bond.

Section 1.08   Notices, Etc. to Trustee and Company

(a)   Any request, demand, authorization, direction, notice, consent, election, waiver or Act of Holders or other document provided or permitted by this Indenture to be made, given or furnished to, or filed with, the Trustee by any Holder or by the Company, or the Company by the Trustee or by any Holder, shall be sufficient for every purpose hereunder (unless otherwise expressly provided herein) if the same shall be in writing and delivered personally to an officer or other responsible employee of the addressee, or transmitted by telecopy or other direct written electronic means, or transmitted by registered or certified mail or reputable overnight courier, charges prepaid to the applicable address set under such party’s name below or to such other address as either party hereto may, from time to time designate:

If to the Trustee, to:

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

1660 West 2 ^nd Street, Suite 830

Cleveland, Ohio 44113

Attention: Global Corporate Trust

If to the Company, to:

FirstEnergy Generation Corp.

76 South Main Street

Akron, Ohio 44308

Attention: Treasurer

(b)   Any communication contemplated herein shall be deemed to have been made, given, furnished and filed if personally delivered, on the date of delivery, if transmitted by telecopy or other direct written electronic means, on the date of transmission, and if transmitted by registered or certified mail or reputable overnight courier, on the date of receipt.  For purposes hereof, “ electronic means ” includes a writing or other communication delivered by e-mail transmission addressed to the relevant party at the e-mail address as such party may designate in writing from time to time and further includes, but is not limited to, documents and writings attached to emails in Portable Document Format (a/k/a .pdf).  The initial email address for the Trustee is biagio.impala@bnymellon.com.

Section 1.09   Notice to Holders of Bonds; Waiver

(a)   Except as otherwise expressly provided herein, where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given, and shall be deemed given, to Holders if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at the address of such Holder as it appears in the Bond Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice.

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

(c)   Any notice required by this Indenture may be waived in writing by the Person entitled to receive such notice, either before or after the event otherwise to be specified therein, and such waiver shall be the equivalent of such notice.  Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

(d)   Where this Indenture provides for notice of any event to a Holder of a Global Bond, such notice shall be sufficiently given if given to the Depository for such Bond (or its designee), pursuant to its Applicable Procedures, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice.

Section 1.10   Conflict with Trust Indenture Act

Section 1.11   Effect of Headings and Table of Contents

Section 1.12   Successors and Assigns

Section 1.13   Separability Clause

Section 1.14   Benefits of Indenture

Section 1.15   Governing Law

Section 1.16   Legal Holidays

Section 1.17   Investment of Cash Held by Trustee

Section 1.18   Approval of Signers

Section 1.19   No Adverse Interpretation of Other Agreements

Section 1.20   Language of Notices, Etc

Section 1.21   Security Agreement; Fixture Filing

(a)   The parties hereto intend for this Indenture to create a Lien on the Mortgaged Property in favor of the Trustee.  The parties hereto acknowledge that some of the Mortgaged Property may be determined under applicable law to be personal property or fixtures.  To the extent that any Mortgaged Property may be or be determined to be personal property or fixtures, the Company, as debtor, hereby grants the Trustee, as secured party, a security interest in all such Mortgaged Property, to secure payment and performance of the Bonds.  This Indenture constitutes a security agreement under the Uniform Commercial Code as in effect in each jurisdiction in which the Mortgaged Property is located, as amended or recodified from time to time, covering all such Mortgaged Property.

(b)   This Indenture constitutes a financing statement filed as a fixture filing under Article 9 of the Uniform Commercial Code (as in effect in the relevant jurisdiction) consisting of “goods” (as defined in such Uniform Commercial Code) which now are or later may become fixtures relating to the real property described in Exhibit A of this Indenture.  For this purpose, the respective addresses of the Company, as debtor, and the Trustee, as secured party, are as set forth in the preamble of this Indenture, the Company is the record owner of the real property (except as otherwise set forth on Exhibit A), and the Company’s organizational identification number is 1187274.

Section 2.01   Forms Generally

.

(a)   The definitive Bonds of each series shall be in substantially the form or forms thereof established in the indenture supplemental hereto establishing such series, or in a Board Resolution establishing such series, or in an Officer’s Certificate pursuant to a

(b)   Bonds of each series shall be issuable in registered form without coupons.  The definitive Bonds shall be produced in such manner as shall be determined by the officers executing such Bonds, as evidenced by their execution thereof.

Section 2.02   Form of Trustee’s Certificate of Authentication

     ____________________________________

as Trustee

By:  _________________________________                                                  

        Authorized Signatory

Section 2.03   Form of Legend for Global Bonds

THIS BOND IS A GLOBAL BOND WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS BOND MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A BOND REGISTERED, AND NO TRANSFER OF THIS BOND IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Section 3.01   Amount of Bonds Unlimited; Issuable in Series

(a)   The aggregate principal amount of Bonds which may be authenticated and delivered under this Indenture shall be unlimited.

(b)   The Bonds may be issued in one or more series, each of which series may be issued in Tranches.  Subject to subsection (c) of this Section, there shall be established in one or more indentures supplemental hereto, or in a Board Resolution, or in an Officer’s Certificate pursuant to an indenture supplemental hereto or a Board Resolution, prior to the issuance of Bonds of any series:

(i)   the title of the Bonds of such series (which title shall distinguish the Bonds of such series from Bonds of all other series);

(ii)   any limit upon the aggregate principal amount of the Bonds of such series which may be authenticated and delivered under this Indenture (except for Bonds authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Bonds of such series pursuant to Section 3.04, 3.05, 3.06, 5.06 or 14.06 and except for any Bonds which, pursuant to Section 3.03(e), are deemed never to have been authenticated and delivered hereunder);

(iii)   the Person (without specific identification) to whom interest on the Bonds of such series, or any Tranche thereof, shall be payable on any Interest Payment Date, if other than the Person in whose name that Bond (or one or more Predecessor Bonds) is registered at the close of business on the Regular Record Date for such interest;

(iv)   the date or dates on which the principal of the Bonds of such series (including any scheduled amortization payments payable prior to the final Maturity of the Bonds), or any Tranche thereof, is payable or any formulary or other method or other means by which such date or dates shall be determined, by reference to an index or other fact or event ascertainable outside this Indenture or otherwise (without regard to any provisions for redemption, prepayment, acceleration, purchase or extension);

(v)   the rate or rates at which the Bonds of such series, or any Tranche thereof, shall bear interest, if any (including the rate or rates at which overdue principal, premium or interest shall bear interest, if any), or any method or methods by which such rate or rates shall be determined, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable and the Regular Record Date, if any, for the interest payable on the Bonds on any Interest Payment Date; and the basis of computation of interest, if other than as provided in Section 3.10;

(vi)   the place or places where or manner or method by which (A) the principal of (including installments of principal, if any, payable prior to the final Maturity of the Bonds) and premium, if any, and interest, if any, on the Bonds of such series, or any Tranche thereof, shall be payable upon presentation thereof (and, if payments of principal are to be paid prior to the final Maturity thereof, the method, if any, of evidencing the payment of such principal amounts), (B) Bonds of such series, or any Tranche thereof, may be surrendered for registration of transfer, (C) Bonds of such series, or any Tranche thereof; may be surrendered for exchange, and (D) notices and demands to or upon the Company in respect of the Bonds of such series, or any Tranche thereof, and this Indenture may be served;

(vii)   the period or periods within which, the price or prices at which and the terms and conditions upon which the Bonds of such series, or any Tranche thereof, may be redeemed, in whole or in part, at the option of the Company and any notice to be given in connection therewith (if other than as provided in Section 5.04);

(viii)   the obligation, if any, of the Company to redeem or purchase the Bonds of such series, or any Tranche thereof, pursuant to any sinking fund or analogous provisions 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 such Bonds shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

(ix)   the denominations in which Bonds of such series, or any Tranche thereof, shall be issuable if other than denominations of $1,000 and any integral multiple thereof;

(x)   the currency or currencies, including composite currencies, in which payment of the principal of and premium, if any, and interest, if any, on the Bonds of such series, or any Tranche thereof, shall be payable (if other than in Dollars) and the manner of determining the equivalent thereof in Dollars for any purpose, including for the purposes of making payment in the currency of Dollars and applying the definition of “Outstanding” in Section 1.01; provided , however , that, unless otherwise expressly provided herein, for purposes of calculations under this Indenture (including calculations of Annual Interest Requirements contemplated by Section 1.03 and calculations of principal amount under Article IV), any amounts denominated in a currency other than Dollars or in a composite currency shall be converted to Dollar equivalents by calculating the amount of Dollars which could have been purchased by the amount of such other currency based (A) on the average of the mean of the buying and selling spot rates quoted by three banks which are members of the New York Clearing House Association selected by the Company in effect at 11:00 A.M. (New York time) in The City of New York on the fifth Business Day preceding the date of such calculation, or (B) if on such fifth Business Day it shall not be possible or practical to obtain such quotations from such three banks, on such other quotations or alternative methods of determination as shall be selected by an

(xi)   if the principal of or premium, if any, or interest, if any, on the Bonds of such series, or any Tranche thereof, are to be payable, at the election of the Company or a Holder thereof, in a currency or currencies, including composite currencies, other than that in which the Bonds are stated to be payable, the currency or currencies, including composite currencies, in which the principal of or any premium or interest on such Bonds as to which such election is made shall be payable, the period or periods within which, and the terms and conditions upon which, such election may be made and the amount so payable (or the manner in which such amount shall be determined);

(xii)   if the principal of or premium, if any, or interest, if any, on the Bonds of such series, or any Tranche thereof, are to be payable, or are to be payable at the election of the Company or a Holder thereof, in securities or other property, the type and amount of such securities or other property, or the method by which such amount shall be determined, and the period or periods within which, and the terms and conditions upon which, any such election may be made; provided , however , that, notwithstanding any provision of this Indenture to the contrary, for purposes of calculations under this Indenture (including without limitation calculations under Article IV), any such election shall be disregarded;

(xiii)   if the amount of payments of principal of or premium, if any, or interest, if any, on the Bonds of such series, or any Tranche thereof, may be determined with reference to an index, formula or other method or other fact or event ascertainable outside of this Indenture, the manner in which such amounts shall be determined;

(xiv)   if other than the principal amount thereof, the portion of the principal amount of Bonds of such series, or any Tranche thereof, which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 10.02(a);

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

(xvi)   the terms, if any, pursuant to which the Bonds of such series, or Tranche thereof, may be converted into or exchanged for shares of capital stock or other securities of the Company or any other Person;

(xvii)   the obligations or instruments, if any, which shall be considered Eligible Obligations in respect of the Bonds of such series, or any Tranche thereof, denominated in a currency other than Dollars or in a composite currency, and any additional or alternative provisions for the reinstatement of the Company’s indebtedness in respect of such Bonds after the satisfaction and discharge thereof as provided in Section 9.01;

(xviii)   if a service charge will be made for the registration of transfer or exchange of Bonds of such series, or any Tranche thereof, the amount or terms thereof;

(xix)   any exceptions to Section 1.16, or variation in the definition “Business Day”, with respect to the Bonds of such series, or any Tranche thereof;

(xx)   the terms of any sinking, improvement, maintenance, replacement or analogous fund for any series;

(xxi)   if applicable, that any Bonds of such series, or any Tranche thereof, shall be issuable in whole or in part in the form of one or more Global Bonds and, in such case, (A) the respective Depositories for such Global Bonds, (B) the form of any legend or legends which shall be borne by any such Global Bond in addition to or in lieu of that set forth in Section 2.03, (C) any addition to, elimination of or other change in the circumstances set forth in Clause (2) of Section 3.05(h) in which any such Global Bond may be exchanged in whole or in part for Bonds registered, and any transfer of such Global Bond in whole or in part may be registered, in the name or names of Persons other than the Depository for such Global Bond or a nominee thereof, (D) any limitations on the rights of the Holder or Holders thereof to transfer or exchange such Bonds or to obtain the registration of transfer thereof, (E) any limitations on the rights of the Holder or Holders thereof to obtain certificates therefor, (F) any other provisions governing exchanges or transfers of such Global Bonds, and (G) any and all other matter incidental to the issuance of such Bonds in global form;

(xxii)   any addition to, elimination of or other change in the covenants set forth in Article VI which applies to Bonds of such series, or any Tranche thereof;

(xxiii)   any provisions necessary to permit or facilitate the issuance, payment or conversion of any Bonds of such series, or any Tranche thereof, that may be converted into securities or other property other than Bonds of the same series and Tranche and of like tenor, whether in addition to, or in lieu of, any payment of principal or other amount and whether at the option of the Company or otherwise;

(xxiv)   if applicable, that Persons other than those specified in Section 1.14 shall have such benefits, rights, remedies and claims with respect to any Bonds of such series, or any Tranche thereof, or under this Indenture with respect to such Bonds, as and to the extent provided for such Bonds; and

(xxv)   any other terms of the Bonds of such series, or any Tranche thereof, not inconsistent with the provisions of this Indenture.

(c)   With respect to Bonds of a series subject to a Periodic Offering, the indenture supplemental hereto or the Board Resolution, or Officer’s Certificate pursuant to an indenture supplemental hereto or Board Resolution, as the case may be, which establishes such series may provide general terms or parameters for Bonds of such series and provide either that the specific terms of particular Bonds of such series shall be specified in a Company Order or that such terms shall be determined by the Company or its agent in accordance with a Company Order as contemplated by clause (ii) of Section 4.01(a).

(d)   All Bonds of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the indenture supplemental hereto or the Board Resolution, or Officer’s Certificate pursuant to an indenture supplemental hereto or Board Resolution, as the case may be, which establishes such series.

Section 3.02   Denominations

Section 3.03   Execution, Dating, Certificate of Authentication

(a)   The Bonds shall be executed on behalf of the Company by an Authorized Executive Officer, and may have the corporate seal of the Company affixed thereto or reproduced thereon and attested by any other Authorized Executive Officer.  The signature of any or all of these officers on the Bonds may be manual or facsimile.

(b)   Bonds bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Bonds or did not hold such offices at the date of such Bonds.

(c)   Each Bond shall be dated the date of its authentication.

(d)   If the form or terms of the Bonds of any series have been established by or pursuant to a Board Resolution as permitted by Sections 2.01 or 3.01, the Trustee shall not be required to authenticate such Bonds if the issuance of such Bonds pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Bonds and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

(e)   No Bond shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Bond a certificate of authentication substantially in the form provided for herein executed by the Trustee or an Authenticating Agent by manual signature, and such certificate upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture.  Notwithstanding the foregoing, if any Bond shall have

Section 3.04   Temporary Bonds

(a)   Pending the preparation of definitive Bonds of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Bonds which are printed, lithographed, typewritten, mimeographed, photocopied or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Bonds in lieu of which they are issued, with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Bonds may determine, as evidenced by their execution of such Bonds, provided , however , that temporary Bonds need not recite specific redemption, sinking fund, conversion or exchange provisions.

(b)   After the preparation of definitive Bonds of such series, the temporary Bonds all of such series shall be exchangeable for definitive Bonds of such series upon surrender of the temporary Bonds of such series at the office or agency of the Company maintained pursuant to Section 6.02 in a Place of Payment for such series, without charge to the Holder.  Upon surrender for cancellation of any one or more temporary Bonds of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor definitive Bonds of the same series, of authorized denominations and of like tenor and aggregate principal amount.

(c)   Until exchanged in full as hereinabove provided, the temporary Bonds shall in all respects be entitled to the same benefits under this Indenture as definitive Bonds of the same series and Tranche and of like tenor authenticated and delivered hereunder.

Section 3.05   Registration, Registration of Transfer and Exchange

(a)   The Company shall cause to be kept in each office designated pursuant to Section 6.02 a register (all registers kept in accordance with this Section being collectively referred to herein as the “ Bond Register ”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Bonds and the registration of transfer thereof.  All Persons maintaining a Bond Register are referred to herein collectively as the “ Bond Registrar .” Anything herein to the contrary notwithstanding, the Company may designate one or more of its offices as an office in which the Bond Register shall be maintained, in which event the Company shall act as Bond Registrar.  The Bond Register shall be in written form or in any other form capable of being converted into written form within a reasonable time.  The Bond Register shall be open for inspection by the Trustee and the Company at all reasonable times.  The Trustee, if not a Bond Registrar, shall be entitled to receive and shall be fully protected in relying upon a certificate of a Bond Registrar as to the names and addresses of the

(b)   Upon surrender for registration of transfer of any Bond at the office or agency of the Company maintained pursuant to Section 6.02 in a Place of Payment for such series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of the same series and Tranche, of authorized denominations and of like tenor and aggregate principal amount.

(c)   At the option of the Holder, any Bond may be exchanged for one or more new Bonds of the same series and Tranche, of authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Bonds to be exchanged at any such office or agency.  Whenever any Bonds are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Bonds which the Holder making the exchange is entitled to receive.

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

(e)   Every Bond presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee or any transfer agent) be duly endorsed or shall be accompanied by a written instrument of transfer in form satisfactory to the Company and the Bond Registrar or any transfer agent duly executed by the Holder thereof or his attorney duly authorized in writing.

(f)   Unless otherwise provided in the indenture supplemental hereto, a Board Resolution or Officer’s Certificate pursuant to a supplemental indenture or a Board Resolution with respect to Bonds of any series, or any Tranche thereof, no service charge shall be made for any registration of transfer or exchange of Bonds, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Bonds, other than exchanges pursuant to Section 3.04, 5.06 or 14.06 not involving any transfer.

(g)   The Company shall not be required to issue and the Bond Registrar shall not be required to register the transfer of or to exchange (a) Bonds of any series during a period of fifteen (15) days immediately preceding the date notice is given identifying the serial numbers of the Bonds of such series called for redemption, or (b) any Bond so selected for redemption in whole or in part, except the unredeemed portion of any Bond being redeemed in part.

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

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

(2)   Notwithstanding any other provision in this Indenture, and subject to such applicable provisions, if any, as may be specified as contemplated by Section 3.01, no Global Bond may be exchanged in whole or in part for Bonds registered, and no transfer of a Global Bond in whole or in part may be registered, in the name of any Person other than the Depository for such Global Bond or a nominee thereof unless (A) such Depository has notified the Company that it (i) is unwilling or unable to continue as Depository for such Global Bond or (ii) has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default or (C) the Company has executed and delivered to the Trustee a Company Order stating that such Global Bond shall be exchanged in whole for Bonds that are not Global Bonds (in which case such exchange shall promptly be effected by the Trustee). If the Company receives a notice of the kind specified in Clause (A) above or has delivered a Company Order of the kind specified in Clause (C) above, the Company may, in its sole discretion, designate a successor Depository for such Global Bond within sixty (60) days after receiving such notice or delivery of such order, as the case may be. If the Company designates a successor Depository as aforesaid, such Global Bond shall promptly be exchanged in whole for one or more other Global Bonds registered in the name of the successor Depository, whereupon such designated successor shall be the Depository for such successor Global Bond or Global Bonds and the provisions of Clauses (1), (2), (3) and (4) of this Section shall continue to apply thereto.

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

(4)   Every Bond authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Bond or any portion thereof, whether pursuant to this Section, Section 3.04, 3.05, 3.06, 5.06 or 14.06 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Bond, unless such Bond is registered in the name of a Person other than the Depository for such Global Bond or a nominee thereof.

Section 3.06   Mutilated, Destroyed, Lost and Wrongfully Taken Bonds

(a)   If any mutilated Bond is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Bond of the same series, and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

(b)   If both (i) there shall be delivered to the Company and the Trustee (A) a claim by a Holder as to the destruction, loss or wrongful taking of any Bond of such Holder and a request thereby for a new replacement Bond, and (B) such indemnity bond as may be required by them to save each of them and any agent of either of them harmless and (ii) such other reasonable requirements as may be imposed by the Company as permitted by Section 8-405 of the Uniform Commercial Code have been satisfied, then, in the absence of notice to the Company or the Trustee that such Bond has been acquired by a “protected purchaser” within the

(c)   Notwithstanding the foregoing, in case any such mutilated, destroyed, lost or wrongfully taken Bond has become or is about to become due and payable, the Company in its discretio