GULFSTREAM NATURAL GAS SYSTEM, L.L.C. AND JPMORGAN CHASE BANK, N.A. As Trustee INDENTURE Dated as of October 26, 2005 Senior Notes

GULFSTREAM NATURAL GAS SYSTEM, L.L.C. AND JPMORGAN CHASE BANK, N.A. As Trustee INDENTURE Dated as of October 26, 2005 Senior Notes

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Exhibit 10.4

GULFSTREAM NATURAL GAS SYSTEM, L.L.C.

AND

JPMORGAN CHASE BANK, N.A.

As Trustee

INDENTURE

Dated as of October 26, 2005

Senior Notes

TABLE OF CONTENTS


	Page
ARTICLE ONE
Definitions

SECTION 1.01. Certain Terms Defined		1

ARTICLE TWO
Issue, Description, Terms, Execution,
Registration and Exchange of Notes

SECTION 2.01. Amount Unlimited; Issuable in Series		10
SECTION 2.02. Form of Notes		12
SECTION 2.03. Denominations, Interest and Principal		12
SECTION 2.04. Printing, Execution and Authentication of Notes		13
SECTION 2.05. Global Notes		18
SECTION 2.06. Registration, Registration of Transfer and Exchange		19
SECTION 2.07. Temporary Notes		24
SECTION 2.08. Mutilated, Destroyed, Lost and Stolen Notes		25
SECTION 2.09. Cancellations		25
SECTION 2.10. Benefits of Indenture		25
SECTION 2.11. Authenticating Agent		26
SECTION 2.12. CUSIP Numbers		26

ARTICLE THREE
Redemption of Notes

SECTION 3.01. Redemption of Notes		26
SECTION 3.02. Notices of Redemption		27
SECTION 3.03. Presentation and Surrender of Notes		28
ARTICLE FOUR
Particular Covenants of the Company

SECTION 4.01. Payment of Principal, Premium and Interest		28
SECTION 4.02. Maintenance of Office and Agency		29
SECTION 4.03. Money for Note Payments to be held in Trust		29
SECTION 4.04. Appointment of Trustee		30
SECTION 4.05. Consolidation, Merger or Sale		30
SECTION 4.06. Certificate to Trustee		30
SECTION 4.07. Reports by the Company		31
SECTION 4.08. Limitations on Liens		31
SECTION 4.09. Limitation on Sale-Leaseback Transactions		34
SECTION 4.10. Limitations on Lines of Business		34
SECTION 4.11. Payment of Taxes and Other Claims		35
SECTION 4.12. Maintenance of Insurance		35


	Page
ARTICLE FIVE
Noteholders’ Lists and Reports by the Company
and the Trustee

SECTION 5.01. Company to Furnish Trustee Names and Addresses of Holders		35
SECTION 5.02. Information from Trustee		36

ARTICLE SIX
Remedies of the Trustee and Noteholders
on Event of Default

SECTION 6.01. Event of Default Defined; Acceleration of Maturity; Waiver of Default		36
SECTION 6.02. Collection of Indebtedness by Trustee; Trustee May Prove Debt		38
SECTION 6.03. Application of Proceeds		40
SECTION 6.04. Limitation of Suits by Noteholders		40
SECTION 6.05. Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default		41
SECTION 6.06. Control by Noteholders		41
SECTION 6.07. Notice of Defaults		42
SECTION 6.08. Undertaking for Costs		42

ARTICLE SEVEN
Concerning the Trustee

SECTION 7.01. Duties and Responsibilities of the Trustee Prior to and During Event of Default		42
SECTION 7.02. Certain Rights of the Trustee		43
SECTION 7.03. Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof		45
SECTION 7.04. Trustee and Agents May Hold Securities; Collections, etc		45
SECTION 7.05. Moneys Held by Trustee		45
SECTION 7.06. Compensation and Indemnification of Trustee and its Prior Claim		45
SECTION 7.07. Right of Trustee to Rely on Officer’s Certificate, etc.		46
SECTION 7.08. Conflicting Interest		46
SECTION 7.09. Persons Eligible for Appointment as Trustee		47
SECTION 7.10. Resignation and Removal; Appointment of Successor Trustee		47
SECTION 7.11. Acceptance of Appointment by Successor		48
SECTION 7.12. Merger, Conversion, Consolidation or Succession to Business of Trustee		49
SECTION 7.13. Preferential Collection of Claims Against Company		49

ARTICLE EIGHT
Concerning the Noteholders

SECTION 8.01. Acts of Noteholders		50
SECTION 8.02. Trustee May Require Proof of Ownership		50
SECTION 8.03. Noteholders to be Treated as Owners		50
SECTION 8.04. Notes Held by Company Deemed Not Outstanding		51
SECTION 8.05. Right of Revocation of Action Taken		51


	Page
ARTICLE NINE
Supplemental Indentures

SECTION 9.01. Supplemental Indentures Without Consent of Noteholders		51
SECTION 9.02. Supplemental Indentures With Consent of Noteholders		53
SECTION 9.03. Effect of Supplemental Indenture		54
SECTION 9.04. Notation of Notes in Respect of Supplemental Indenture		54
SECTION 9.05. Documents to be Given to Trustee		54

ARTICLE TEN
Consolidation, Merger and Sale

SECTION 10.01. Consolidation, Merger and Sale of Substantially all of Company’s Assets		54
SECTION 10.02. Successor Person Substituted		54
SECTION 10.03. Opinion of Counsel to Trustee		55

ARTICLE ELEVEN
Satisfaction and Discharge of Indenture;
Unclaimed Moneys

SECTION 11.01. Satisfaction and Discharge of Indenture		55
SECTION 11.02. Covenant Defeasance		56
SECTION 11.03. Defeasance and Discharge		57
SECTION 11.04. Deposited Money and Governmental Obligations to be Held in Trust		57
SECTION 11.05. Deposited Moneys Held in Trust		57
SECTION 11.06. Repayment to the Company		57
SECTION 11.07. Reinstatement		58
SECTION 11.08. Excess Funds		58

ARTICLE TWELVE
Immunity of Stockholders, Members, Officers and Directors

SECTION 12.01. Stockholders, Members, Officers and Directors of Company Exempt from Individual Liability		58

ARTICLE THIRTEEN
Miscellaneous Provisions

SECTION 13.01. Successors and Assigns of Company Bound by Indenture		59
SECTION 13.02. Acts by Successors and Assigns of Company		59
SECTION 13.03. Notices and Demands on Company, Trustee and Noteholders		59
SECTION 13.04. GOVERNING LAW		60
SECTION 13.05. Officer’s Certificates and Opinions of Counsel; Statements to be Contained Therein		60
SECTION 13.06. Opinion of Counsel Required		61
SECTION 13.07. Legal Holidays		61
SECTION 13.08. Counterparts		61
SECTION 13.09. Separability Clause		61
SECTION 13.10. No Adverse Interpretation of Other Agreements		62
SECTION 13.11. Table of Contents, Headings, etc.		62

iii


EXHIBIT A		FORM OF NOTE

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

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

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

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

EXHIBIT F		FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

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

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

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

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

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

ARTICLE ONE
Definitions

SECTION 1.01. Certain Terms Defined.

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

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

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

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

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

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

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

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

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

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

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

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

“Clearstream” means Clearstream Banking, S.A.

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

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

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

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

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

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

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

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

“Corporate Trust Office” means the office of the Trustee at which, at any particular time its corporate trust business shall be principally administered, which office at the date of the execution of this Indenture is located at 0 Xxx Xxxx Xxxxx, 00^xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Worldwide Securities Services.

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

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

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

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

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

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

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

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

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

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

“FERC” means the Federal Energy Regulatory Commission.

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

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

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

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

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

“Governmental Obligations” means direct obligations of the United States government for the payment of which its full faith and credit is pledged, or obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States government and the payment of which is unconditionally guaranteed by the United States government, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of any such Government Obligation held by such custodian for the account of a holder of a depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal of the Government Obligation evidenced by such depository receipt.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE TWO
Issue, Description, Terms, Execution,
Registration and Exchange of Notes

SECTION 2.01. Amount Unlimited; Issuable in Series.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 2.02. Form of Notes.

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

SECTION 2.03. Denominations, Interest and Principal.

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

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

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

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

(2) The Company may make payment of any Defaulted Interest on any Notes in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Notes may be listed, and upon such notice as may be required by such exchange if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

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

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

SECTION 2.04. Printing, Execution and Authentication of Notes.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 2.05. Global Notes.

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

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

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

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

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

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

SECTION 2.06. Registration, Registration of Transfer and Exchange.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 2.07. Temporary Notes.

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

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

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

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

SECTION 2.09. Cancellations.

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

SECTION 2.10. Benefits of Indenture.

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

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

SECTION 2.11. Authenticating Agent.

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

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

SECTION 2.12. CUSIP Numbers.

The Company in issuing the Notes may, and in the case of Global Notes pursuant to Section 2.05(e) shall, use “CUSIP” numbers (if then generally in use), and, if so used, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to holders of Notes; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the CUSIP numbers.

ARTICLE THREE
Redemption of Notes

SECTION 3.01. Redemption of Notes.

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

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

SECTION 3.02. Notices of Redemption.

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

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

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

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

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

SECTION 3.03. Presentation and Surrender of Notes.

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

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

ARTICLE FOUR
Particular Covenants of the Company

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

SECTION 4.01. Payment of Principal, Premium and Interest.

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

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

SECTION 4.02. Maintenance of Office and Agency.

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

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

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

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

(i) hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Notes of that series (whether such sums have been paid to it by the Company or by any other obligor of such Notes) in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;

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

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

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

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

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

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

SECTION 4.04. Appointment of Trustee.

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

SECTION 4.05. Consolidation, Merger or Sale.

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

SECTION 4.06. Certificate to Trustee.

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

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

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

SECTION 4.07. Reports by the Company.

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

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

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

SECTION 4.08. Limitations on Liens.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 4.09. Limitation on Sale-Leaseback Transactions.

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

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

SECTION 4.10. Limitations on Lines of Business.

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

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

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

SECTION 4.11. Payment of Taxes and Other Claims.

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

SECTION 4.12. Maintenance of Insurance.

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

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

ARTICLE FIVE
Noteholders’ Lists and Reports by the Company
and the Trustee

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

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

SECTION 5.02. Information from Trustee.

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

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

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

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

ARTICLE SIX
Remedies of the Trustee and Noteholders
on Event of Default

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(d) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Notes of that series, may be enforced by the Trustee without the possession of any of such Notes, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders of the Notes of that series.

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

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

SECTION 6.03. Application of Proceeds.

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

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

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

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

FOURTH: To the Company.

SECTION 6.04. Limitation of Suits by Noteholders.

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

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

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

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

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

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

SECTION 6.06. Control by Noteholders.

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

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

SECTION 6.07. Notice of Defaults.

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

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

SECTION 6.08. Undertaking for Costs.

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

ARTICLE SEVEN
Concerning the Trustee

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

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

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

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

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

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

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

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

(c) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.01.

SECTION 7.02. Certain Rights of the Trustee.

Except as otherwise provided in Section 7.01:

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

(b) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by a Management Committee Resolution or an instrument signed in the name of the Company by an Authorized Person (unless other evidence in respect thereof is specifically prescribed herein);

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

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

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

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

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

(h) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; and

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

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

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

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

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

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

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

SECTION 7.05. Moneys Held by Trustee.

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

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

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

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

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

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

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

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

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

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

SECTION 7.08. Conflicting Interest.

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

SECTION 7.09. Persons Eligible for Appointment as Trustee.

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

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

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

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

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

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

(3) the Trustee shall become incapable of acting, shall be adjudged a bankrupt or insolvent, a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, the Company may remove the Trustee with respect to all Notes and appoint a successor trustee by written instrument, in duplicate, executed by order of the

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

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

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

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

SECTION 7.11. Acceptance of Appointment by Successor.

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

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

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

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

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

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

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

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided that such corporation shall be qualified under the provisions of Section 7.08 and eligible under the provisions of Section 7.09, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. In case any Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Notes.

SECTION 7.13. Preferential Collection of Claims Against Company.

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

ARTICLE EIGHT
Concerning the Noteholders

SECTION 8.01. Acts of Noteholders.

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

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

SECTION 8.02. Trustee May Require Proof of Ownership.

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

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

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

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

SECTION 8.03. Noteholders to be Treated as Owners.

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

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

SECTION 8.04. Notes Held by Company Deemed Not Outstanding.

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

SECTION 8.05. Right of Revocation of Action Taken.

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

ARTICLE NINE
Supplemental Indentures

SECTION 9.01. Supplemental Indentures Without Consent of Noteholders.

The Company, when authorized by a Management Committee Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto, without the consent of the Noteholders, for one or more of the following purposes:

(a) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Notes;

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

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

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

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

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

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

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

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

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

SECTION 9.02. Supplemental Indentures With Consent of Noteholders.

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

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

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

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

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

SECTION 9.03. Effect of Supplemental Indenture.

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

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

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

SECTION 9.05. Documents to be Given to Trustee.

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

ARTICLE TEN
Consolidation, Merger and Sale

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

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

SECTION 10.02. Successor Person Substituted.

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

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

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

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

SECTION 10.03. Opinion of Counsel to Trustee.

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

ARTICLE ELEVEN
Satisfaction and Discharge of Indenture;
Unclaimed Moneys

SECTION 11.01. Satisfaction and Discharge of Indenture.

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

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

SECTION 11.02. Covenant Defeasance.

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

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

SECTION 11.03. Defeasance and Discharge.

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

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

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

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

SECTION 11.05. Deposited Moneys Held in Trust.

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

SECTION 11.06. Repayment to the Company.

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

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

SECTION 11.07. Reinstatement.

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

SECTION 11.08. Excess Funds.

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

ARTICLE TWELVE
Immunity of Stockholders, Members, Officers and Directors

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

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

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

ARTICLE THIRTEEN
Miscellaneous Provisions

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

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

SECTION 13.02. Acts by Successors and Assigns of Company.

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

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

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

If to the Company:

Gulfstream Natural Gas System, L.L.C.
0000 Xxxxx Xxxxx Xxxxx, Xxxxx. 0000
Xxxxx, XX 000000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxxx X. Xxxxx

With a copy to:
Xxxxxxxxxx & Xxxxx LLP
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxx Xxxxxx, Esq.

If to the Trustee:
JPMorgan Chase Bank, N.A.
0 Xxx Xxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile No. : (000) 000-0000
Attention: Worldwide Securities Services

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

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

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

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

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

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

SECTION 13.04. GOVERNING LAW.

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

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

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

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

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

SECTION 13.06. Opinion of Counsel Required.

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

SECTION 13.07. Legal Holidays.

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

SECTION 13.08. Counterparts.

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

SECTION 13.09. Separability Clause.

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

SECTION 13.10. No Adverse Interpretation of Other Agreements.

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

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

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

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

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


GULFSTEAM NATURAL GAS SYSTEM, L.L.C.
By:	/s/ Xxxxxxxx X. Xxxxx
		Name: Xxxxxxxx X. Xxxxx
		Title: Authorized Person

JPMORGAN CHASE BANK, N.A., as Trustee
By:	/s/ Xxxxxxxxx X. Xxxxxxx
		Name: Xxxxxxxxx X. Xxxxxxx
		Title: Vice President

EXHIBIT A

[FORM OF FACE OF NOTE]

[INCLUDE IF NOTE IS A REGULATION S TEMPORARY NOTE]

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

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

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

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

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

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

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


No. [RA] [RTRS] [RAI]-1		$

[CUSIP No. ]		[Common Code]

[CINS No. ]		[ISIN]

GULFSTREAM NATURAL GAS SYSTEM, L.L.C.

___% SENIOR NOTE
DUE

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

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

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

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

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

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

Dated:

CERTIFICATE OF AUTHENTICATION

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


			JPMorgan Chase Bank, N.A., as Trustee

JPMorgan Chase Bank, N.A.,			By

as Trustee		or	as Authentication Agent

By

	Authorized Officer		Authorized Signatory

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[REVERSE OF NOTE]

___% SENIOR NOTE
DUE

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

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

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

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

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

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

A-6

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

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

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

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

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

A-7

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

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

A-8

TRANSFER NOTICE

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

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

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

(Check one)


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

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

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

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

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

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


Dated:		Name:

		By:

		Title:

A-9


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

		SIGNATURE GUARANTEED

A-10

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

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


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

A-11

EXHIBIT B

FORM OF TRANSFER CERTIFICATE
FOR TRANSFER OR EXCHANGE FROM RULE 144A GLOBAL NOTE
OR ACCREDITED INVESTOR NOTE TO REGULATION S TEMPORARY GLOBAL NOTE
(Transfers or exchanges pursuant to
Section 2.06(b)(ii) of the Indenture)

[Trustee’s Address]


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

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

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

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

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

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

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

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

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

B-1

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


	[Insert Name of Transferor]
	By:
		Name:
		Title:

Dated:

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


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

B-2

EXHIBIT C

FORM OF TRANSFER CERTIFICATE
FOR TRANSFER OR EXCHANGE FROM RULE 144A GLOBAL NOTE
OR ACCREDITED INVESTOR NOTE TO
UNRESTRICTED GLOBAL NOTE
(Exchanges or transfers pursuant to
Section 2.06(b)(iii) of the Indenture)

[Trustee’s Address]


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

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

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

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

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

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

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

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

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

C-1

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

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

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

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


	[Insert Name of Transferor]
	By:
		Name:
		Title:

Dated:

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


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

C-2

EXHIBIT D

FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE FROM
REGULATION S TEMPORARY GLOBAL NOTE, UNRESTRICTED
GLOBAL NOTE OR ACCREDITED INVESTOR NOTE TO RULE 144A GLOBAL NOTE
(Exchanges or transfers pursuant to
Section 2.06(b)(iv) of the Indenture)

[Trustee’s Address]


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

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

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

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


	[Insert Name of Transferor]
	By:
		Name:
		Title:

Dated:

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

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EXHIBIT E

FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR
EXCHANGE FROM RULE 000X XXXXXX XXXX, XXXXXXXXXXXX GLOBAL NOTE OR
REGULATION S TEMPORARY GLOBAL NOTE TO ACCREDITED INVESTOR NOTE
(Exchanges or transfers pursuant to
Section 2.06(b)(v) of the Indenture)

[Trustee’s Address]


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

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

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

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

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

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

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


	[Insert Name of Transferor]
	By:
		Name:
		Title:

Dated:

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

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EXHIBIT F

FORM OF CERTIFICATE FROM
ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
(Exchanges or transfers pursuant to
Section 2.06(b)(v) of the Indenture)

[Company’s Address]]

[Trustee’s Address]


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

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

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

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

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

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

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

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

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


	[Insert Name of Accredited Investor]
	By:
		Name:
		Title:

Dated:

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

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GULFSTREAM NATURAL GAS SYSTEM, L.L.C.