{"id":41059,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/indenture-aes-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"indenture-aes-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/indenture-aes-corp.html","title":{"rendered":"Indenture – AES Corp."},"content":{"rendered":"

DOLPHIN SUBSIDIARY II, INC. <\/strong><\/p>\n

as Issuer <\/strong><\/p>\n

and <\/strong><\/p>\n

Wells Fargo Bank, N.A., <\/strong><\/p>\n

as Trustee <\/strong><\/p>\n

Indenture <\/strong><\/p>\n

Dated as of October 3, 2011 <\/strong><\/p>\n

6.50% Senior Notes due 2016 <\/strong><\/p>\n

7.25% Senior Notes due 2021 <\/strong><\/p>\n

\n

TABLE OF CONTENTS <\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Page<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

ARTICLE 1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

DEFINITIONS AND INCORPORATION BY REFERENCE<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 1.01.<\/p>\n<\/td>\n

<\/td>\n\n

Definitions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 1.02.<\/p>\n<\/td>\n

<\/td>\n\n

Rules of Construction<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

12<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ARTICLE 2<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

THE NOTES<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 2.01.<\/p>\n<\/td>\n

<\/td>\n\n

Form, Dating and Denominations; Legends<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

13<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.02.<\/p>\n<\/td>\n

<\/td>\n\n

Execution and Authentication; Additional Notes<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

14<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.03.<\/p>\n<\/td>\n

<\/td>\n\n

Registrar, Paying Agent and Authenticating Agent; Paying Agent to Hold Money
\nin Trust<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

15<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.04.<\/p>\n<\/td>\n

<\/td>\n\n

Replacement Notes<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

15<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.05.<\/p>\n<\/td>\n

<\/td>\n\n

Outstanding Notes<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

15<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.06.<\/p>\n<\/td>\n

<\/td>\n\n

Temporary Notes<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

16<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.07.<\/p>\n<\/td>\n

<\/td>\n\n

Cancellation<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

16<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.08.<\/p>\n<\/td>\n

<\/td>\n\n

CUSIP and CINS Numbers<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

17<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.09.<\/p>\n<\/td>\n

<\/td>\n\n

Registration, Transfer and Exchange<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

17<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.10.<\/p>\n<\/td>\n

<\/td>\n\n

Restrictions on Transfer and Exchange<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

19<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 2.11.<\/p>\n<\/td>\n

<\/td>\n\n

Temporary Offshore Global Notes<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

21<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ARTICLE 3<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

OPTIONAL REDEMPTION<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 3.01.<\/p>\n<\/td>\n

<\/td>\n\n

Optional Redemption<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

21<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 3.02.<\/p>\n<\/td>\n

<\/td>\n\n

Method and Effect of Redemption<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

22<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 3.03.<\/p>\n<\/td>\n

<\/td>\n\n

Sinking Fund<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

23<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 3.04.<\/p>\n<\/td>\n

<\/td>\n\n

Special Mandatory Redemption<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

23<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ARTICLE 4<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

COVENANTS<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 4.01.<\/p>\n<\/td>\n

<\/td>\n\n

Payment of Notes<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

25<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 4.02.<\/p>\n<\/td>\n

<\/td>\n\n

Maintenance of Office or Agency<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

25<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 4.03.<\/p>\n<\/td>\n

<\/td>\n\n

Limitations on Liens<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

26<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 4.04.<\/p>\n<\/td>\n

<\/td>\n\n

Noteholders’ Lists<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

29<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 4.05.<\/p>\n<\/td>\n

<\/td>\n\n

Certificate to Trustee<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

29<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 4.06.<\/p>\n<\/td>\n

<\/td>\n\n

Reports by the Company<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

29<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

i<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 4.07.<\/p>\n<\/td>\n

<\/td>\n\n

Repurchase of Notes Upon a Change of Control<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

30<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 4.08.<\/p>\n<\/td>\n

<\/td>\n\n

Limitation on Activities of the Company<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

31<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ARTICLE 5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

CONSOLIDATION, MERGER OR SALE OF ASSETS<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 5.01.<\/p>\n<\/td>\n

<\/td>\n\n

Limitations on Merger, Consolidation, Sale, Lease or Conveyance<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

31<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 5.02.<\/p>\n<\/td>\n

<\/td>\n\n

Successor Substituted<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

32<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ARTICLE 6<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

DEFAULT AND REMEDIES<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 6.01.<\/p>\n<\/td>\n

<\/td>\n\n

Events of Default<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

32<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 6.02.<\/p>\n<\/td>\n

<\/td>\n\n

Acceleration<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

34<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 6.03.<\/p>\n<\/td>\n

<\/td>\n\n

Other Remedies<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

35<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 6.04.<\/p>\n<\/td>\n

<\/td>\n\n

Waiver of Past Defaults<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

35<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 6.05.<\/p>\n<\/td>\n

<\/td>\n\n

Control by Majority<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

35<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 6.06.<\/p>\n<\/td>\n

<\/td>\n\n

Limitation on Suits<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

35<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 6.07.<\/p>\n<\/td>\n

<\/td>\n\n

Rights of Holders to Receive Payment<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

36<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 6.08.<\/p>\n<\/td>\n

<\/td>\n\n

Collection Suit by Trustee<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

36<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 6.09.<\/p>\n<\/td>\n

<\/td>\n\n

Trustee May File Proofs of Claim<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

36<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 6.10.<\/p>\n<\/td>\n

<\/td>\n\n

Priorities<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

36<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 6.11.<\/p>\n<\/td>\n

<\/td>\n\n

Restoration of Rights and Remedies<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

37<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 6.12.<\/p>\n<\/td>\n

<\/td>\n\n

Undertaking for Costs<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

37<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 6.13.<\/p>\n<\/td>\n

<\/td>\n\n

Rights and Remedies Cumulative<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

37<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 6.14.<\/p>\n<\/td>\n

<\/td>\n\n

Delay or Omission Not Waiver<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

37<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 6.15.<\/p>\n<\/td>\n

<\/td>\n\n

Waiver of Stay, Extension or Usury Laws<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

37<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ARTICLE 7<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

THE TRUSTEE<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 7.01.<\/p>\n<\/td>\n

<\/td>\n\n

General<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

38<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 7.02.<\/p>\n<\/td>\n

<\/td>\n\n

Certain Rights of Trustee<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

39<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 7.03.<\/p>\n<\/td>\n

<\/td>\n\n

Individual Rights of Trustee<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

40<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 7.04.<\/p>\n<\/td>\n

<\/td>\n\n

Trustee’s Disclaimer<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

41<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 7.05.<\/p>\n<\/td>\n

<\/td>\n\n

Notice of Default<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

41<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 7.06.<\/p>\n<\/td>\n

<\/td>\n\n

Reports by Trustee to Holders<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

41<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 7.07.<\/p>\n<\/td>\n

<\/td>\n\n

Compensation and Indemnity<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

41<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 7.08.<\/p>\n<\/td>\n

<\/td>\n\n

Replacement of Trustee<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

42<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 7.09.<\/p>\n<\/td>\n

<\/td>\n\n

Successor Trustee by Merger<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

43<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 7.10.<\/p>\n<\/td>\n

<\/td>\n\n

Eligibility<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

43<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 7.11.<\/p>\n<\/td>\n

<\/td>\n\n

Money Held in Trust<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

43<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ii<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 8<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

DEFEASANCE AND DISCHARGE<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 8.01.<\/p>\n<\/td>\n

<\/td>\n\n

Satisfaction and Discharge of Indenture<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

43<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.02.<\/p>\n<\/td>\n

<\/td>\n\n

Defeasance and Discharge of Indenture<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

44<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.03.<\/p>\n<\/td>\n

<\/td>\n\n

Defeasance of Certain Obligations<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

46<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.04.<\/p>\n<\/td>\n

<\/td>\n\n

Application of Trust Money<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

47<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.05.<\/p>\n<\/td>\n

<\/td>\n\n

Repayment to Company<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

47<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 8.06.<\/p>\n<\/td>\n

<\/td>\n\n

Reinstatement<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

47<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ARTICLE 9<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

AMENDMENTS, SUPPLEMENTS AND WAIVERS<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 9.01.<\/p>\n<\/td>\n

<\/td>\n\n

Amendments Without Consent of Holders<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

48<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 9.02.<\/p>\n<\/td>\n

<\/td>\n\n

Amendments With Consent of Holders<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

48<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 9.03.<\/p>\n<\/td>\n

<\/td>\n\n

Effect of Consent<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

49<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 9.04.<\/p>\n<\/td>\n

<\/td>\n\n

Trustee’s Rights and Obligations<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

50<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 9.05.<\/p>\n<\/td>\n

<\/td>\n\n

Conformity with Trust Indenture Act<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

50<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 9.06.<\/p>\n<\/td>\n

<\/td>\n\n

Payments for Consents<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

50<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

ARTICLE 10<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

MISCELLANEOUS<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 10.01.<\/p>\n<\/td>\n

<\/td>\n\n

Trust Indenture Act of 1939<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

50<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 10.02.<\/p>\n<\/td>\n

<\/td>\n\n

Noteholder Communications; Noteholder Actions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

50<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 10.03.<\/p>\n<\/td>\n

<\/td>\n\n

Notices<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

51<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 10.04.<\/p>\n<\/td>\n

<\/td>\n\n

Certificate and Opinion as to Conditions Precedent<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

52<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 10.05.<\/p>\n<\/td>\n

<\/td>\n\n

Statements Required in Certificate or Opinion<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

52<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 10.06.<\/p>\n<\/td>\n

<\/td>\n\n

Payment Date Other Than a Business Day<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

52<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 10.07.<\/p>\n<\/td>\n

<\/td>\n\n

Governing Law<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

53<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 10.08.<\/p>\n<\/td>\n

<\/td>\n\n

No Adverse Interpretation of Other Agreements<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

53<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 10.09.<\/p>\n<\/td>\n

<\/td>\n\n

Successors<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

53<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 10.10.<\/p>\n<\/td>\n

<\/td>\n\n

Duplicate Originals<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

53<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 10.11.<\/p>\n<\/td>\n

<\/td>\n\n

Separability<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

53<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 10.12.<\/p>\n<\/td>\n

<\/td>\n\n

Table of Contents and Headings<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

53<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 10.13.<\/p>\n<\/td>\n

<\/td>\n\n

No Liability of Directors, Officers, Employees, Incorporators and
\nStockholders<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

53<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 10.14.<\/p>\n<\/td>\n

<\/td>\n\n

Waiver of Jury Trial<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

53<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 10.15.<\/p>\n<\/td>\n

<\/td>\n\n

Force Majeure<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

53<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

EXHIBITS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

EXHIBIT A<\/p>\n<\/td>\n

<\/td>\n\n

Form of Note<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

EXHIBIT B<\/p>\n<\/td>\n

<\/td>\n\n

Restricted Legend<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

iii<\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

EXHIBIT C<\/p>\n<\/td>\n

<\/td>\n\n

DTC Legend<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

EXHIBIT D<\/p>\n<\/td>\n

<\/td>\n\n

Regulation S Certificate<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

EXHIBIT E<\/p>\n<\/td>\n

<\/td>\n\n

Rule 144A Certificate<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

EXHIBIT F<\/p>\n<\/td>\n

<\/td>\n\n

Certificate of Beneficial Ownership<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

EXHIBIT G<\/p>\n<\/td>\n

<\/td>\n\n

Temporary Offshore Global Note Legend<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

iv<\/p>\n

\n

INDENTURE, dated as of October 3, 2011, between Dolphin Subsidiary II, Inc.,
\na Delaware corporation, as the Company, and Wells Fargo Bank, N.A., a national
\nbanking association, as Trustee.<\/p>\n

RECITALS <\/strong><\/p>\n

The Company has duly authorized the execution and delivery of the Indenture
\nto provide for the issuance of two series of senior notes, one series designated
\nas the “6.50% Senior Notes due 2016” (the “2016 Notes<\/strong>“) in an
\naggregate principal amount of $450,000,000 and one series designated as the
\n“7.25% Senior Notes due 2021” (the “2021 Notes<\/strong>“) in an
\naggregate principal amount of $800,000,000 (the 2016 Notes and the 2021 Notes
\ncollectively with, if and when issued, any Additional Notes, the
\n“Notes<\/strong>“). All things necessary to make the Indenture a legal,
\nvalid and binding agreement of the Company, in accordance with its terms, have
\nbeen done, and the Company has done all things necessary to make the Notes (in
\nthe case of the Additional Notes, when duly authorized), when executed by the
\nCompany and authenticated and delivered by the Trustee and duly issued by the
\nCompany, the legal, valid and binding obligations of the Company as hereinafter
\nprovided.<\/p>\n

This Indenture is subject to, and will be governed by, the provisions of the
\nTrust Indenture Act that are required to be a part of and govern indentures
\nqualified under the Trust Indenture Act.<\/p>\n

THIS INDENTURE WITNESSETH <\/strong><\/p>\n

For and in consideration of the premises and the purchase of the Notes by the
\nHolders thereof, the parties hereto covenant and agree, for the equal and
\nproportionate benefit of all Holders, as follows:<\/p>\n

ARTICLE 1 <\/strong><\/p>\n

DEFINITIONS AND INCORPORATION BY REFERENCE <\/strong>\n<\/p>\n

SECTION 1.01. Definitions<\/u>. Unless otherwise noted, the definitions
\nherein apply to both the singular and plural meanings of each term.<\/p>\n

“Additional Notes<\/strong>” means any series of Notes issued under
\nthe Indenture in addition to the Initial Notes having the same terms in all
\nrespects as any series of the Initial Notes.<\/p>\n

“AES<\/strong>” means The AES Corporation, a Delaware corporation, and
\nits successors and assigns.<\/p>\n

“Affiliate<\/strong>” means, with respect to any Person, any other
\nPerson directly or indirectly controlling, controlled by, or under direct or
\nindirect common control with, such Person. For purposes of this definition,
\n“control<\/strong>” (including, with correlative meanings, the terms
\n“controlling<\/strong>,” “controlled by<\/strong>” and
\n“under common control with<\/strong>“) with respect to any Person, means
\nthe possession, directly or indirectly, of the power to direct or cause the
\ndirection of the management and policies of such Person, whether through the
\nownership of voting securities, by contract or otherwise.<\/p>\n

\n

“Agent<\/strong>” means any Registrar, Paying Agent or Authenticating
\nAgent.<\/p>\n

“Agent Member<\/strong>” means a member of, or a participant in, the
\nDepositary.<\/p>\n

“Authenticating Agent<\/strong>” refers to a Person engaged to
\nauthenticate the Notes in the stead of the Trustee.<\/p>\n

“Bankruptcy Default<\/strong>” has the meaning assigned to such term
\nin Section 6.01.<\/p>\n

“Board of Directors<\/strong>” of a Person means the board of
\ndirectors or comparable governing body of such Person.<\/p>\n

“Business Day<\/strong>” means any day except a Saturday, Sunday or
\nother day on which commercial banks in New York City or in the city where the
\nCorporate Trust Office of the Trustee is located are authorized by law to close.\n<\/p>\n

“Cash Equivalents<\/strong>” means:<\/p>\n

(1) United States dollars and such local currencies held by the Company or
\nany Significant Subsidiary from time to time in the ordinary course of business;\n<\/p>\n

(2) securities issued or directly and fully guaranteed or insured by the
\nUnited States government or any agency or instrumentality thereof (provided that
\nthe full faith and credit of the United States is pledged in support thereof),
\nmaturing, no later than September 30, 2012;<\/p>\n

(3) investments in time or demand deposit accounts, certificates of deposit
\nand money market deposits maturing no later than September 30, 2012 issued by a
\nbank or trust company which is organized under the laws of the United States of
\nAmerica, any State thereof or any foreign country recognized by the United
\nStates, and which bank or trust company has capital, surplus and undivided
\nprofits aggregating in excess of $500,000,000 (or the foreign currency
\nequivalent thereof) and has outstanding debt which is rated “A-2” or higher by
\nMoody’s, “A” or higher by S&P or the equivalent rating by any other
\nnationally recognized statistical rating organization (as defined in Section 3
\nunder the Exchange Act) or any money-market fund sponsored by a registered
\nbroker dealer or mutual fund distributor; and<\/p>\n

(4) repurchase obligations with a term of not more than seven days for
\nunderlying securities of the types described in clauses (2) and (3) above
\nentered into with any financial institution meeting the qualifications specified
\nin clause (3) above.<\/p>\n

“Capitalized Lease Obligations<\/strong>” means all lease obligations
\nof the Company and its Subsidiaries which, under GAAP, are or will be required
\nto be capitalized, in each case taken at the amount of the lease obligation
\naccounted for as indebtedness in conformity with those principles.<\/p>\n

2<\/p>\n

\n

“Certificate of Beneficial Ownership<\/strong>” means a certificate
\nsubstantially in the form of Exhibit F.<\/p>\n

“Certificated Note<\/strong>” means a Note in registered individual
\nform without interest coupons.<\/p>\n

“Change of Control<\/strong>” means the occurrence of any of the
\nfollowing: (1) the direct or indirect sale, transfer, conveyance or other
\ndisposition (other than by way of merger or consolidation), in one or a series
\nof related transactions, of all or substantially all of the properties or assets
\nof the Company and its subsidiaries taken as a whole to any person (as such term
\nis used in Section 13(d) of the Exchange Act) other than the Company or one of
\nits subsidiaries; (2) the consummation of any transaction (including, without
\nlimitation, any merger or consolidation), the result of which is that any person
\n(as such term is used in Section 13(d) of the Exchange Act) other than a
\nPermitted Holder becomes the beneficial owner, directly or indirectly, of more
\nthan 50% of the then outstanding number of shares of the Company’s Voting Stock;
\nor (3) the first day on which a majority of the members of the Company’s Board
\nof Directors are not Continuing Directors of the Company. For the avoidance of
\ndoubt, the consummation of the Merger and the Dolphin II Merger, including any
\nchange to the Board of Directors of the Company in connection therewith, shall
\nnot constitute a Change of Control pursuant to this Indenture, so long as upon
\nconsummation of the Merger and the Dolphin II Merger, the surviving company is a
\ndirect or indirect subsidiary of AES.<\/p>\n

“Change of Control Offer<\/strong>” has the meaning assigned to such
\nterm in Section 4.07.<\/p>\n

“Change of Control Payment<\/strong>” has the meaning assigned to such
\nterm in Section 4.07.<\/p>\n

“Change of Control Payment Date<\/strong>” has the meaning assigned to
\nsuch term in Section 4.07.<\/p>\n

“Change of Control Triggering Event<\/strong>” means the occurrence of
\na Rating Event and a Change of Control.<\/p>\n

“Clearstream<\/strong>” means Clearstream Banking SA and its
\nsuccessors.<\/p>\n

“Commission<\/strong>” means the Securities and Exchange Commission.\n<\/p>\n

“Company<\/strong>” means the party named as such in the first
\nparagraph of the Indenture or any successor obligor under the Indenture and the
\nNotes pursuant to Section 5.01.<\/p>\n

“Comparable Treasury Issue<\/strong>” means the United States Treasury
\nsecurity selected by the Quotation Agent as having a maturity comparable to the
\nremaining term (as measured from the date of redemption) of the Notes of any
\nseries to be redeemed that would be utilized, at the time of selection and in
\naccordance with customary financial practice, in pricing new issues of corporate
\ndebt securities of comparable maturity to the remaining term of the Notes of
\nthat series.<\/p>\n

3<\/p>\n

\n

“Comparable Treasury Price<\/strong>” means, with respect to any
\nredemption date, (i) the average of five Reference Treasury Dealer Quotations
\nfor such redemption date, after excluding the highest and lowest such Reference
\nTreasury Dealer Quotations, or (ii) if the Company obtains fewer than five such
\nReference Treasury Dealer Quotations, the average of all such quotations.<\/p>\n

“Consolidated Net Assets<\/strong>” means the aggregate amount of
\nassets (less reserves and other deductible items) after deducting current
\nliabilities, as shown on the consolidated balance sheet of the Company and its
\nSubsidiaries contained in its latest audited financial statements and prepared
\nin accordance with GAAP.<\/p>\n

“Continuing Directors<\/strong>” means, as of any date of
\ndetermination, any member of the Board of Directors who (1) was a member of such
\nBoard of Directors on the date of the issuance of the Notes; or (2) was
\nnominated for election or elected to such Board of Directors with the approval
\nof a majority of the Continuing Directors who were members of such Board of
\nDirectors at the time of such nomination or election (either by vote of the
\nBoard of Directors or by approval of the stockholders after receipt of a proxy
\nstatement in which such member was named as a nominee for election as a
\ndirector, without objection to such nomination).<\/p>\n

“Corporate Trust Office<\/strong>” means the principal office of the
\nTrustee at which at any time its corporate trust business shall be administered,
\nwhich office at the dated hereof is located at the Trustee’s address set forth
\nin Section 10.03, or such other address as the Trustee may designate from time
\nto time by notice to the Holders and the Company, or the principal corporate
\ntrust office of any successor Trustee (or such other address as such successor
\nTrustee may designate from time to time by notice to the Holders and the
\nCompany).<\/p>\n

“Currency, Interest Rate or Commodity Agreements<\/strong>” means an
\nagreement or transaction involving any currency, interest rate or Energy price
\nor volumetric swap, cap or collar arrangement, forward exchange transaction,
\noption, warrant, forward rate agreement, futures contract or other derivative
\ninstrument of any kind for the hedging or management of foreign exchange,
\ninterest rate or Energy price or volumetric risks, it being understood, for
\npurposes of this definition, that the term “Energy<\/strong>” will
\ninclude, without limitation, coal, gas, oil and electricity.<\/p>\n

“Default<\/strong>” means with respect to any series of Notes, any
\nevent that is, or after notice or passage of time or both would be, an Event of
\nDefault.<\/p>\n

“Depositary<\/strong>” means the depositary of each Global Note, which
\nwill initially be DTC.<\/p>\n

“Dolphin II Merger<\/strong>” means the merger of the Company and DPL,
\nwhich will occur subject to and immediately upon the consummation of the Merger.\n<\/p>\n

“DP&L<\/strong>” means The Dayton Power and Light Company, an Ohio
\ncorporation, and a Subsidiary of DPL.<\/p>\n

“DPL<\/strong>” means DPL Inc., an Ohio corporation, and its
\nsuccessors and assigns.<\/p>\n

4<\/p>\n

\n

“DTC<\/strong>” means The Depository Trust Company, a New York
\ncorporation, and its successors.<\/p>\n

“DTC Legend<\/strong>” means the legend set forth in Exhibit C.<\/p>\n

“Escrow Account<\/strong>” means a segregated account, established
\npursuant to the terms of the Escrow Agreement with Credit Suisse AG, New York
\nBranch, free from all Liens (other than those Liens permitted under the Escrow
\nAgreement).<\/p>\n

“Escrow Agent<\/strong>” means Credit Suisse AG, New York Branch, as
\nescrow agent under the Escrow Agreement or any successor escrow agent as set
\nforth in the Escrow Agreement.<\/p>\n

“Escrow Agreement<\/strong>” means the Escrow Agreement dated
\nSeptember 27, 2011, among the Company, the Trustee and the Escrow Agent, as
\namended, supplemented, modified, extended, renewed, restated or replaced in
\nwhole or in part from time to time.<\/p>\n

“Escrow Property<\/strong>” means the proceeds from the offering of
\nthe Notes (net of Initial Purchasers’ discounts), cash in an amount equal to the
\nsum of the Initial Purchasers’ discounts, 1.0% of the offering price of each
\nseries of Notes and an amount equal to the interest payable on each series of
\nNotes from the Issue Date of each such series of Notes to September 30, 2012,
\ndeposited in the Escrow Account as specified in the Escrow Agreement.<\/p>\n

“Escrow Release Conditions<\/strong>” has the meaning assigned to such
\nterm in the Escrow Agreement.<\/p>\n

“Euroclear<\/strong>” means Euroclear Bank S.A.\/N.V., and its
\nsuccessors or assigns, as operator of the Euroclear System.<\/p>\n

“Event of Default<\/strong>” with respect to any series of Notes has
\nthe meaning assigned to such term in Section 6.01.<\/p>\n

“Exchange Act<\/strong>” means the Securities Exchange Act of 1934, as
\namended.<\/p>\n

“Excluded Subsidiary<\/strong>” means any Subsidiary of the Company:\n<\/p>\n

(1) in respect of which neither the Company nor any Subsidiary of the Company
\n(other than another Excluded Subsidiary) has undertaken any legal obligation to
\ngive any guarantee for the benefit of the holders of any Indebtedness for
\nBorrowed Money (other than to another member of the Group) other than in respect
\nof any statutory obligation and the Subsidiaries of which are all Excluded
\nSubsidiaries; and<\/p>\n

(2) which has been designated as such by the Company by written notice to the
\nTrustee; provided<\/em> that the Company may give written notice to the
\nTrustee at any time that any Excluded Subsidiary is no longer an Excluded
\nSubsidiary whereupon it shall cease to be an Excluded Subsidiary.<\/p>\n

“Fitch<\/strong>” means Fitch Ratings Ltd.<\/p>\n

5<\/p>\n

\n

“GAAP<\/strong>” means generally accepted accounting principles in the
\nUnited States of America as in effect from time to time.<\/p>\n

“Global Note<\/strong>” means a Note in registered global form without
\ninterest coupons.<\/p>\n

“Group<\/strong>” means the Company and its Subsidiaries and “member
\nof the Group” shall be construed accordingly.<\/p>\n

“Holder<\/strong>” or “Noteholder<\/strong>” means the
\nregistered holder of any Note.<\/p>\n

“Incur<\/strong>” means, with respect to any Indebtedness, to Incur,
\ncreate, issue, assume or guarantee or otherwise become liable for such
\nIndebtedness; provided<\/em> that neither the accrual of interest (whether
\nsuch interest is payable in cash or in kind) nor the accretion of original issue
\ndiscount shall be considered an “Incurrence” of Indebtedness.<\/p>\n

“Indebtedness<\/strong>” means, with respect to the Company or any of
\nits Subsidiaries at any date of determination (without duplication):<\/p>\n

(1) all Indebtedness for Borrowed Money (excluding any credit which is
\navailable but undrawn);<\/p>\n

(2) all obligations in respect of letters of credit (including reimbursement
\nobligations with respect to letters of credit);<\/p>\n

(3) all obligations to pay the deferred and unpaid purchase price of property
\nor services, which purchase price is due more than six months after the date of
\nplacing such property in service or taking delivery and title to the property or
\nthe completion of such services, except trade payables;<\/p>\n

(4) all Capitalized Lease Obligations;<\/p>\n

(5) all indebtedness of other persons secured by a mortgage, charge, lien,
\npledge or other security interest on any asset of the Company or any of its
\nSubsidiaries, whether or not such indebtedness is assumed; provided<\/em>
\nthat the amount of such Indebtedness must be the lesser of: (a) the fair market
\nvalue of such asset at such date of determination and (b) the amount of the
\nsecured indebtedness;<\/p>\n

(6) all indebtedness of other persons of the types specified in the preceding
\nclauses (1) through (5), to the extent such indebtedness is guaranteed by the
\nCompany or any of its Subsidiaries; and<\/p>\n

(7) to the extent not otherwise included in this definition, net obligations
\nunder Currency, Interest Rate or Commodity Agreements.<\/p>\n

The amount of Indebtedness at any date will be the outstanding balance at
\nsuch date of all unconditional obligations as described above and, upon the
\noccurrence of the contingency giving rise to the obligation, the maximum
\nliability of any contingent obligations of the types specified in the preceding
\nclauses (1) through (7) at such date; provided<\/em> that the amount<\/p>\n

6<\/p>\n

\n

outstanding at any time of any Indebtedness issued with original issue
\ndiscount is the face amount of such Indebtedness less the remaining unamortized
\nportion of the original issue discount of such Indebtedness at such time as
\ndetermined in conformity with GAAP.<\/p>\n

“Indebtedness For Borrowed Money<\/strong>” means any indebtedness
\n(whether being principal, premium, interest or other amounts) for:<\/p>\n

(1) money borrowed;<\/p>\n

(2) payment obligations under or in respect of any trade acceptance or trade
\nacceptance credit; or<\/p>\n

(3) any notes, bonds, loan stock or other debt securities offered, issued or
\ndistributed whether by way of public offer, private placement, acquisition
\nconsideration or otherwise and whether issued for cash or in whole or in part
\nfor a consideration other than cash;<\/p>\n

provided<\/em>, however<\/em>, in each case, that such term will
\nexclude:<\/p>\n

(a) any indebtedness relating to any accounts receivable securitizations;\n<\/p>\n

(b) any Indebtedness of the type permitted to be secured by Liens pursuant to
\nSection 4.03(b)(xii) hereof; and<\/p>\n

(c) any Preferred Securities which are issued and outstanding on the date of
\noriginal issue of the Notes or any extension, renewal or replacement (or
\nsuccessive extensions, renewals or replacements), as a whole or in part, of any
\nsuch existing Preferred Securities, for amounts not exceeding the principal
\namount or liquidation preference of the Preferred Securities so extended,
\nrenewed or replaced.<\/p>\n

“Indenture<\/strong>” means this indenture, as amended or supplemented
\nfrom time to time.<\/p>\n

“Initial Notes<\/strong>” means the 2016 Notes and the 2021 Notes
\nissued on the Issue Date and any Notes of each series issued in replacement
\nthereof.<\/p>\n

“Initial Purchasers<\/strong>” means the initial purchasers party to a
\npurchase agreement with the Company relating to the sale of the Initial Notes or
\nAdditional Notes by the Company.<\/p>\n

“Interest Payment Date<\/strong>” has the meaning ascribed to such
\nterm in the Notes.<\/p>\n

“Issue Date<\/strong>” means the date on which the Initial Notes are
\noriginally issued under the Indenture.<\/p>\n

“Lien<\/strong>” means any mortgage, lien, pledge, security interest
\nor other encumbrance; provided<\/em>, however<\/em>, that the term “Lien”
\ndoes not mean any easements, rights-of-way, restrictions and other similar
\nencumbrances and encumbrances consisting of zoning restrictions, leases,
\nsubleases, restrictions on the use of property or defects in title.<\/p>\n

7<\/p>\n

\n

“Merger<\/strong>” means the merger of Dolphin Sub, Inc. and DPL
\npursuant to the Merger Agreement.<\/p>\n

“Merger Agreement<\/strong>” means the definitive merger agreement
\namong Dolphin Sub, Inc., AES and DPL entered into on April 19, 2011.<\/p>\n

“Moody’s<\/strong>” means Moody’s Investors Service, Inc.<\/p>\n

“Non-U.S. Person<\/strong>” means a Person that is not a U.S. person,
\nas defined in Regulation S.<\/p>\n

“Notes<\/strong>” has the meaning assigned to such term in the
\nRecitals.<\/p>\n

“Obligations<\/strong>” has the meaning specified in Section 11.01.\n<\/p>\n

“Officer<\/strong>” means the chairman of the Board of Directors, the
\npresident or chief executive officer, any vice president, the chief financial
\nofficer, the treasurer or any assistant treasurer, or the secretary or any
\nassistant secretary, of the Company.<\/p>\n

“Officers’ Certificate<\/strong>” means a certificate signed in the
\nname of the Company (i) by the chairman of the Board of Directors, the president
\nor chief executive officer or a vice president and (ii) by the chief financial
\nofficer, the treasurer, any assistant treasurer, the secretary, any assistant
\nsecretary or any other vice president.<\/p>\n

“Offshore Global Note<\/strong>” means a Global Note representing
\nNotes issued and sold pursuant to Regulation S.<\/p>\n

“Opinion of Counsel<\/strong>” means a written opinion signed by legal
\ncounsel, who may be an employee of or counsel to the Company.<\/p>\n

“Paying Agent<\/strong>” refers to a Person engaged to perform the
\nobligations of the Trustee in respect of payments made or funds held hereunder
\nin respect of the Notes.<\/p>\n

“Permanent Offshore Global Note<\/strong>” means an Offshore Global
\nNote that does not bear the Temporary Offshore Global Note Legend.<\/p>\n

“Permitted Holder<\/strong>” means, at any time, AES and its
\naffiliates. In addition, any person or group whose acquisition of beneficial
\nownership constitutes a Change of Control in respect of which a Change of
\nControl Offer is made in accordance with the requirements of the Indenture will
\nthereafter, together with its affiliates, constitute an additional Permitted
\nHolder.<\/p>\n

“Person<\/strong>” means an individual, a corporation, a partnership,
\na limited liability company, an association, a trust or any other entity,
\nincluding a government or political subdivision or an agency or instrumentality
\nthereof.<\/p>\n

“Preferred Securities<\/strong>” means, without duplication, any trust
\npreferred or preferred securities or related debt or guaranties of the Company
\nor any of its Subsidiaries.<\/p>\n

8<\/p>\n

\n

“Project Finance Debt<\/strong>” means:<\/p>\n

(1) any Indebtedness to finance or refinance the ownership, acquisition,
\ndevelopment, design, engineering, procurement, construction, servicing,
\nmanagement and\/or operation of any project or asset which is Incurred by an
\nExcluded Subsidiary; and<\/p>\n

(2) any Indebtedness to finance or refinance the ownership, acquisition,
\ndevelopment, design, engineering, procurement, construction, servicing,
\nmanagement and\/or operation of any project or asset in respect of which the
\nperson or persons to whom any such Indebtedness is or may be owed by the
\nrelevant borrower (whether or not a member of the Group) has or have no recourse
\nwhatsoever to any member of the Group (other than an Excluded Subsidiary) for
\nthe repayment of that Indebtedness other than: (a) recourse to such member of
\nthe Group for amounts limited to the cash flow or net cash flow (other than
\nhistoric cash flow or historic net cash flow) from, or ownership interests or
\nother investments in, such project or asset; and\/or (b) recourse to such member
\nof the Group for the purpose only of enabling amounts to be claimed in respect
\nof such Indebtedness in an enforcement of any encumbrance given by such member
\nof the Group over such project or asset or the income, cash flow or other
\nproceeds deriving from the project (or given by any shareholder or the like, or
\nother investor in, the borrower or in the owner of such project or asset over
\nits shares or the like in the capital of, or other investment in, the borrower
\nor in the owner of such project or asset) to secure such Indebtedness,
\nprovided<\/em> that the extent of such recourse to such member of the Group
\nis limited solely to the amount of any recoveries made on any such enforcement;
\nand\/or (c) recourse to such borrower generally, or directly or indirectly to a
\nmember of the Group, under any form of assurance, indemnity, undertaking or
\nsupport, which recourse is limited to a claim for damages (other than liquidated
\ndamages and damages required to be calculated in a specified way) for breach of
\nan obligation (not being a payment obligation or an obligation to procure
\npayment by another or an indemnity in respect of a payment obligation, or any
\nobligation to comply or to procure compliance by another with any financial
\nratios or other tests of financial condition) by the person against which such
\nrecourse is available.<\/p>\n

“Quotation Agent<\/strong>” means any Reference Treasury Dealer
\nappointed by the Company.<\/p>\n

“Rating Agencies<\/strong>” means, with respect to any series of
\nNotes, (a) each of Fitch, Moody’s and S&P, and (b) if any of Fitch, Moody’s
\nor S&P ceases to rate any series of the Notes or fails to make a rating of
\nthe Notes of any series publicly available for reasons outside of the Company’s
\ncontrol, a “nationally recognized statistical rating organization” (within the
\nmeaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act) selected by the
\nCompany as a replacement Rating Agency for a former Rating Agency.<\/p>\n

“Rating Event<\/strong>” means the rating on the Notes of any series
\nis lowered by two of the three Rating Agencies on any day within the period
\ncommencing on the earlier of (a) the occurrence of a Change of Control and (b)
\npublic notice of the occurrence of a Change of Control or the Company’s
\nintention to effect a Change of Control and ending 60 days following the
\nconsummation of such Change of Control (which 60-day period will be extended so
\nlong as the rating of the Notes of any series is under publicly announced
\nconsideration for a possible downgrade by any of the Rating Agencies).<\/p>\n

9<\/p>\n

\n

“Redemption Notice<\/strong>” has the meaning assigned to such term in
\nthe Escrow Agreement.<\/p>\n

“Redemption Price<\/strong>” has the meaning assigned to such term in
\nSection 3.01.<\/p>\n

“Reference Treasury Dealer<\/strong>” means (i) each of Merrill Lynch,
\nPierce, Fenner & Smith Incorporated, Barclays Capital Inc. and J.P. Morgan
\nSecurities LLC (or their respective affiliates that are Primary Treasury
\nDealers) and their respective successors; provided, however, that if any of the
\nforegoing shall cease to be a primary U.S. Government securities dealer in New
\nYork City (a “Primary Treasury Dealer”), we will substitute therefor another
\nPrimary Treasury Dealer, and (ii) any other Primary Treasury Dealers selected by
\nthe Company.<\/p>\n

“Reference Treasury Dealer Quotations<\/strong>” means, with respect
\nto each Reference Treasury Dealer and any redemption date, the average, as
\ndetermined by the Trustee, of the bid and asked prices for the Comparable
\nTreasury Issue (expressed in each case as a percentage of its principal amount)
\nquoted in writing to the trustee by such Reference Treasury Dealer at 5:00 p.m.,
\nNew York City time, on the third business day preceding such redemption date.\n<\/p>\n

“Register<\/strong>” has the meaning assigned to such term in Section
\n2.09.<\/p>\n

“Registrar<\/strong>” means a Person engaged to maintain the Register.\n<\/p>\n

“Regular Record Date<\/strong>” for the interest payable on any
\nInterest Payment Date means the close of business on April 1 or October 1
\n(whether or not a Business Day) immediately preceding such Interest Payment
\nDate.<\/p>\n

“Regulation S<\/strong>” means Regulation S under the Securities Act.\n<\/p>\n

“Regulation S Certificate<\/strong>” means a certificate substantially
\nin the form of Exhibit D hereto.<\/p>\n

“Responsible Officer<\/strong>“, when used with respect to the
\nTrustee, means any officer within the Corporate Trust Office, including any vice
\npresident, assistant vice president, assistant secretary (if any), treasurer,
\nassistant treasurer or any other officer of the Trustee customarily performing
\nfunctions similar to those performed by any of the above designated officers;
\nand also means, with respect to a particular corporate trust mater, any other
\nofficer to whom such matter is referred because of such officer’s knowledge of
\nand familiarity with the particular subject and, in each case, who shall have
\ndirect responsibility for the administration of this Indenture.<\/p>\n

“Restricted Legend<\/strong>” means the legend set forth in Exhibit B.\n<\/p>\n

“Restricted Period<\/strong>” means the relevant 40-day distribution
\ncompliance period as defined in Regulation S.<\/p>\n

10<\/p>\n

\n

“Rule 144A<\/strong>” means Rule 144A under the Securities Act.<\/p>\n

“Rule 144A Certificate<\/strong>” means (i) a certificate
\nsubstantially in the form of Exhibit E hereto or (ii) a written certification
\naddressed to the Company and the Trustee to the effect that the Person making
\nsuch certification (x) is acquiring such Note (or beneficial interest) for its
\nown account or one or more accounts with respect to which it exercises sole
\ninvestment discretion and that it and each such account is a qualified
\ninstitutional buyer within the meaning of Rule 144A, (y) is aware that the
\ntransfer to it or exchange, as applicable, is being made in reliance upon the
\nexemption from the provisions of Section 5 of the Securities Act provided by
\nRule 144A, and (z) acknowledges that it has received such information regarding
\nthe Company as it has requested pursuant to Rule 144A(d)(4) or has determined
\nnot to request such information.<\/p>\n

“S&P<\/strong>” means Standard & Poor’s Rating Services, a
\ndivision of The McGraw-Hill Companies, Inc.<\/p>\n

“Securities Act<\/strong>” means the Securities Act of 1933, as
\namended.<\/p>\n

“Significant Subsidiary<\/strong>” means, at any particular time, any
\nSubsidiary of the Company whose gross assets or gross revenues (having regard to
\nthe Company’s direct and\/or indirect beneficial interest in the shares, or the
\nlike, of that Subsidiary) represent at least 25% of the consolidated gross
\nassets or, as the case may be, consolidated gross revenues of the Company.<\/p>\n

“Subsidiary<\/strong>” means, with respect to any person, any
\ncorporation, association, partnership, limited liability company or other
\nbusiness entity of which 50% or more of the total voting power of shares of
\ncapital stock or other interests (including partnership interests) entitled
\n(without regard to the occurrence of any contingency) to vote in the election of
\ndirectors, managers or trustees is at the time owned, directly or indirectly, by
\n(1) such person, (2) such person and one or more Subsidiaries of such person or
\n(3) one or more Subsidiaries of such person.<\/p>\n

“Surviving Person<\/strong>” has the meaning ascribed to such term in
\nSection 5.01 hereof.<\/p>\n

“Temporary Offshore Global Note<\/strong>” means an Offshore Global
\nNote that bears the Temporary Offshore Global Note Legend.<\/p>\n

“Temporary Offshore Global Note Legend<\/strong>” means the legend set
\nforth in Exhibit G.<\/p>\n

“Treasury Rate<\/strong>” means, with respect to any redemption date,
\nthe rate per annum equal to the semi-annual equivalent yield to maturity of the
\nComparable Treasury Issue, assuming a price for the Comparable Treasury Issue
\n(expressed as a percentage of its principal amount) equal to the Comparable
\nTreasury Price for such redemption date.<\/p>\n

“Trustee<\/strong>” means the party named as such in the first
\nparagraph of the Indenture or any successor trustee under the Indenture pursuant
\nto Article 7.<\/p>\n

11<\/p>\n

\n

“Trust Indenture Act<\/strong>” or “TIA<\/strong>” means the
\nTrust Indenture Act of 1939, as amended.<\/p>\n

“U.S. Global Note<\/strong>” means a Global Note that bears the
\nRestricted Legend representing Notes issued and sold pursuant to Rule 144A.<\/p>\n

“U.S. Government Obligation<\/strong>” means any:<\/p>\n

(1) security which is: (a) a direct obligation of the United States for the
\npayment of which the full faith and credit of the United States is pledged or
\n(b) an obligation of a person controlled or supervised by and acting as an
\nagency or instrumentality of the United States the payment of which is
\nunconditionally guaranteed as a full faith and credit obligation by the United
\nStates, which, in the case of clause (a) or (b), is not callable or redeemable
\nat the option of the issuer of the obligation, and<\/p>\n

(2) depositary receipt issued by a bank (as defined in the Securities Act) as
\ncustodian with respect to any security specified in clause (1) above and held by
\nsuch bank for the account of the holder of such depositary receipt or with
\nrespect to any specific payment of principal of or interest on any such security
\nheld by any such bank, provided<\/em> that (except as required by law) such
\ncustodian is not authorized to make any deduction from the amount payable to the
\nholder of such depositary receipt from any amount received by the custodian in
\nrespect of the U.S. Government Obligation or the specific payment of interest on
\nor principal of the U.S. Government Obligation evidenced by such depositary
\nreceipt.<\/p>\n

“Voting Stock<\/strong>” of any specified person means the capital
\nstock of such person that is at the time entitled to vote generally in the
\nelection of the Board of Directors of such Person.<\/p>\n

SECTION 1.02. Rules of Construction<\/u>. Unless the context otherwise
\nrequires or except as otherwise expressly provided,<\/p>\n

(a) an accounting term not otherwise defined has the meaning assigned to it
\nin accordance with GAAP;<\/p>\n

(b) “herein<\/strong>,” “hereof<\/strong>” and other words of
\nsimilar import refer to the Indenture as a whole and not to any particular
\nSection, Article or other subdivision;<\/p>\n

(c) all references to Sections or Articles or Exhibits refer to Sections or
\nArticles or Exhibits of or to the Indenture unless otherwise indicated;<\/p>\n

(d) references to agreements or instruments, or to statutes or regulations,
\nare to such agreements or instruments, or statutes or regulations, as amended
\nfrom time to time (or to successor statutes and regulations);<\/p>\n

(e) in the event that a transaction meets the criteria of more than one
\ncategory of permitted transactions or listed exceptions the Company may classify
\nsuch transaction as it, in its sole discretion, determines; and<\/p>\n

12<\/p>\n

\n

(f) all other terms used herein which are defined in the Trust Indenture Act,
\neither directly or by reference therein, have the meaning assigned to them
\ntherein to the extent applicable.<\/p>\n

ARTICLE 2 <\/strong><\/p>\n

THE NOTES <\/strong><\/p>\n

SECTION 2.01. Form, Dating and Denominations; Legends<\/u>. (a) The Notes
\nand the Trustee’s certificate of authentication related thereto will be
\nsubstantially in the form attached as Exhibit A. The terms and provisions
\ncontained in the form of Note of each series annexed as Exhibit A constitute,
\nand are hereby expressly made, a part of the Indenture. The Notes of each series
\nmay have notations, legends or endorsements required by law, rules of or
\nagreements with national securities exchanges to which the Company is subject.
\nThe Notes of each series will be dated the date of its authentication. The Notes
\nof each series will be issuable in minimum denominations of $2,000 in principal
\namount and integral multiples of $1,000 in excess thereof.<\/p>\n

(b)(i) Except as otherwise provided in paragraph (c), Section 2.10(b)(iii) or
\n(c), or Section 2.09(b)(iv), each Initial Note or Additional Note (other than a
\nPermanent Offshore Note) will bear the Restricted Legend.<\/p>\n

(ii) Each Global Note, whether or not an Initial Note or Additional Note,
\nwill bear the DTC Legend.<\/p>\n

(iii) Each Temporary Offshore Global Note will bear the Temporary Offshore
\nGlobal Note Legend.<\/p>\n

(iv) Initial Notes and Additional Notes offered and sold in reliance on
\nRegulation S will be issued as provided in Section 2.11(a).<\/p>\n

(c) If the Company determines (upon the advice of counsel and such other
\ncertifications and evidence as the Company may reasonably require) that a Note
\nis eligible for resale pursuant to Rule 144 under the Securities Act (or a
\nsuccessor rule) and that the Restricted Legend is no longer necessary or
\nappropriate in order to ensure that subsequent transfers of the Note (or a
\nbeneficial interest therein) are effected in compliance with the Securities Act,
\nthe Company may instruct the Trustee in writing to cancel the Note and issue to
\nthe Holder thereof (or to its transferee) a new Note of like tenor and amount,
\nregistered in the name of the Holder thereof (or its transferee), that does not
\nbear the Restricted Legend, and the Trustee will comply with such instruction.\n<\/p>\n

(d) By its acceptance of any Note bearing the Restricted Legend (or any
\nbeneficial interest in such a Note), each Holder thereof and each owner of a
\nbeneficial interest therein acknowledges the restrictions on transfer of such
\nNote (and any such beneficial interest) set forth in this Indenture and in the
\nRestricted Legend and agrees that it will transfer such Note (and any such
\nbeneficial interest) only in accordance with the Indenture and such legend.<\/p>\n

13<\/p>\n

\n

SECTION 2.02. Execution and Authentication; Additional Notes<\/u>.
\n<\/em>(a) An Officer shall execute the Notes for the Company by facsimile or
\nmanual signature in the name and on behalf of the Company. If an Officer whose
\nsignature is on a Note no longer holds that office at the time the Note is
\nauthenticated, the Note will still be valid.<\/p>\n

(b) A Note will not be valid until the Trustee manually signs the certificate
\nof authentication on the Note, with the signature conclusive evidence that the
\nNote has been authenticated under the Indenture.<\/p>\n

(c) At any time and from time to time after the execution and delivery of the
\nIndenture, the Company may deliver Notes of any series executed by the Company
\nto the Trustee for authentication. The Trustee will authenticate and deliver:\n<\/p>\n

(i) 2016 Notes for original issue in the aggregate principal amount not to
\nexceed $450,000,000 and 2021 Notes for original issue in aggregate principal
\namount not to exceed $800,000,000; and<\/p>\n

(ii) Additional Notes of any series from time to time for original issue in
\naggregate principal amounts specified by the Company (which such Additional
\nNotes of any series, together with the Notes of the applicable series issued
\nhereunder, shall constitute a single series of Notes under this Indenture, and
\nwill be treated as a single class hereunder, including for purposes of voting
\nhereunder),<\/p>\n

after the following conditions have been met:<\/p>\n

(1) Receipt by the Trustee of an Officers’ Certificate specifying:<\/p>\n

(A) the amount and series of Notes to be authenticated and the date on which
\nsuch Notes are to be authenticated,<\/p>\n

(B) whether such Notes are to be Initial Notes or Additional Notes,<\/p>\n

(C) in the case of Additional Notes, that the issuance of such Notes does not
\ncontravene any provision of Article 4 of the Indenture, and<\/p>\n

(D) other information the Company may determine to include or the Trustee may
\nreasonably request (including, without limitation, statements per Section 10.04
\nherein).<\/p>\n

(2) In the case of Additional Notes, receipt by the Trustee of an Opinion of
\nCounsel confirming that such Additional Notes are fungible with the Initial
\nNotes for U.S. federal income tax purposes. Additional Notes will be fungible
\nwith the Initial Notes if they are issued pursuant to a qualified reopening
\nunder Treasury Regulations section 1.1275-2(k) or are issued with no original\n<\/p>\n

14<\/p>\n

\n

issue discount, or less than the de minimis amount of original issue
\ndiscount, for U.S. federal income tax purposes.<\/p>\n

(3) Delivery of an order of the Company to the Trustee to authenticate such
\nNotes (an “Authentication order<\/strong>“).<\/p>\n

(4) Delivery of an Opinion of Counsel per Section 10.04 herein.<\/p>\n

SECTION 2.03. Registrar, Paying Agent and Authenticating Agent; Paying
\nAgent to Hold Money in Trust<\/u>. (a) The Company may appoint one or more
\nRegistrars and one or more Paying Agents, in which case each reference in the
\nIndenture to the Trustee in respect of the obligations of the Trustee to be
\nperformed by that Agent will be deemed to be references to the Agent. The
\nCompany may act as Registrar or (except for purposes of Article 8) Paying Agent.
\nIn each case the Company and the Trustee will enter into an appropriate
\nagreement with the Agent implementing the provisions of the Indenture relating
\nto the obligations of the Trustee to be performed by the Agent and the related
\nrights. The Company initially appoints the Trustee as Registrar and Paying
\nAgent.<\/p>\n

(b) The Company will require each Paying Agent other than the Trustee to
\nagree in writing that the Paying Agent will hold in trust for the benefit of the
\nHolders or the Trustee all money held by the Paying Agent for the payment of
\nprincipal of and interest on the Notes and will promptly notify the Trustee in
\nwriting of any default by the Company in making any such payment. The Company at
\nany time may require a Paying Agent to pay all money held by it to the Trustee
\nand account for any funds disbursed, and the Trustee may at any time during the
\ncontinuance of any payment default, upon written request to a Paying Agent,
\nrequire the Paying Agent to pay all money held by it to the Trustee and to
\naccount for any funds disbursed. Upon doing so, the Paying Agent will have no
\nfurther liability for the money so paid over to the Trustee.<\/p>\n

SECTION 2.04. Replacement Notes<\/u>. If a mutilated Note is surrendered to
\nthe Trustee or if a Holder claims that its Note has been lost, destroyed or
\nwrongfully taken, the Company will issue and the Trustee will authenticate a
\nreplacement Note of like tenor and principal amount and bearing a number not
\ncontemporaneously outstanding. Every replacement Note is an additional
\nobligation of the Company and entitled to the benefits of the Indenture. If
\nrequired by the Trustee or the Company, an indemnity must be furnished that is
\nsufficient in the judgment of (i) the Trustee to protect the Trustee and (ii)
\nthe Company to protect the Company and the Trustee, from any loss they may
\nsuffer if a Note is replaced. The Company may charge the Holder for the expenses
\nof the Company and the Trustee in replacing a Note. In case the mutilated, lost,
\ndestroyed or wrongfully taken Note has become or is about to become due and
\npayable, the Company in its discretion may pay the Note instead of issuing a
\nreplacement Note.<\/p>\n

SECTION 2.05. Outstanding Notes<\/u>. (a) Notes outstanding at any time are
\nall Notes that have been authenticated by the Trustee except for:<\/p>\n

(i) Notes cancelled by the Trustee or delivered to it for cancellation;<\/p>\n

15<\/p>\n

\n

(ii) any Note which has been replaced pursuant to Section 2.04 unless and
\nuntil the Trustee and the Company receive proof satisfactory to them that the
\nreplaced Note is held by a bona fide<\/em> purchaser; and<\/p>\n

(iii) on or after the maturity date or any redemption date or date for
\npurchase of the Notes pursuant to a Change of Control Offer, those Notes payable
\nor to be redeemed or purchased on that date for which the Trustee (or Paying
\nAgent, other than the Company or an Affiliate of the Company) holds money
\nsufficient to pay all amounts then due.<\/p>\n

(b) A Note does not cease to be outstanding because the Company or one of its
\nAffiliates holds the Note, provided<\/em> that in determining whether the
\nHolders of the requisite principal amount of the outstanding Notes have given or
\ntaken any request, demand, authorization, direction, notice, consent, waiver or
\nother action hereunder, Notes owned by the Company or any Affiliate of the
\nCompany will be disregarded and deemed not to be outstanding (it being
\nunderstood that in determining whether the Trustee is protected in relying upon
\nany such request, demand, authorization, direction, notice, consent, waiver or
\nother action, only Notes which a Responsible Officer of the Trustee actually
\nknows to be so owned will be so disregarded). Notes so owned which have been
\npledged in good faith may be regarded as outstanding if the pledgee establishes
\nto the satisfaction of the Trustee the pledgee’s right so to act with respect to
\nsuch Notes and that the pledgee is not the Company or any Affiliate of the
\nCompany.<\/p>\n

SECTION 2.06. Temporary Notes<\/u>. Until definitive Notes are ready for
\ndelivery, the Company may prepare and the Trustee will authenticate temporary
\nNotes. Temporary Notes will be substantially in the form of definitive Notes but
\nmay have insertions, substitutions, omissions and other variations determined to
\nbe appropriate by the Officer executing the temporary Notes, as evidenced by the
\nexecution of the temporary Notes. If temporary Notes are issued, the Company
\nwill cause definitive Notes to be prepared without unreasonable delay. After the
\npreparation of definitive Notes, the temporary Notes will be exchangeable for
\ndefinitive Notes upon surrender of the temporary Notes at the office or agency
\nof the Company designated for the purpose pursuant to Section 4.02, without
\ncharge to the Holder. Upon surrender for cancellation of any temporary Notes,
\nthe Company will execute and the Trustee upon receipt of an Authentication Order
\nwill authenticate and deliver in exchange therefor a like principal amount of
\ndefinitive Notes of the same series and of authorized denominations. Until so
\nexchanged, the temporary Notes will be entitled to the same benefits under the
\nIndenture as definitive Notes.<\/p>\n

SECTION 2.07. Cancellation<\/u>. The Company at any time may deliver to the
\nTrustee for cancellation any Notes previously authenticated and delivered
\nhereunder which the Company may have acquired in any manner whatsoever, and may
\ndeliver to the Trustee for cancellation any Notes previously authenticated
\nhereunder which the Company has not issued and sold. Any Registrar or the Paying
\nAgent will forward to the Trustee any Notes surrendered to it for transfer,
\nexchange or payment. The Trustee will cancel all Notes surrendered for transfer,
\nexchange, payment or cancellation and dispose of them in accordance with its
\nnormal procedures. The Company may not issue new Notes to replace Notes it has
\npaid in full or delivered to the Trustee for cancellation.<\/p>\n

16<\/p>\n

\n

SECTION 2.08. CUSIP and CINS Numbers<\/u>. The Company in issuing the Notes
\nmay use “CUSIP” and “CINS” numbers for each series of Notes, and the Trustee
\nwill use CUSIP numbers or CINS numbers in notices of redemption and in Change of
\nControl Offers as a convenience to Holders, the notice to state that no
\nrepresentation is made as to the correctness of such numbers either as printed
\non the Notes or as contained in any notice of redemption or Change of Control
\nOffer. The Company will promptly notify the Trustee in writing of any change in
\nthe CUSIP or CINS numbers.<\/p>\n

SECTION 2.09. Registration, Transfer and Exchange<\/u>. (a) The Notes will
\nbe issued in registered form only, without coupons, and except under the
\ncircumstances described in subsections (b)(ii) or (b)(iv) of this Section 2.09,
\nthe Notes will be issued in global form only. The Company shall cause the
\nTrustee to maintain a register (the “Register<\/strong>“) of the Notes of
\neach series, for registering the record ownership of Notes of such series by the
\nHolders thereof and transfers and exchanges of the Notes of each series.<\/p>\n

(b) (i) Each Global Note will be registered in the name of the Depositary or
\nits nominee and, so long as DTC is serving as the Depositary thereof, will bear
\nthe DTC Legend.<\/p>\n

(ii) Each Global Note will be delivered to the Trustee as custodian for the
\nDepositary. Transfers of a Global Note (but not a beneficial interest therein)
\nwill be limited to transfers thereof in whole, but not in part, to the
\nDepositary, its successors or their respective nominees, except (x) as set forth
\nin Section 2.09(b)(iv) and (y) transfers of portions thereof in the form of
\nCertificated Notes may be made upon request of an Agent Member (for itself or on
\nbehalf of a beneficial owner) by written notice given to the Trustee by or on
\nbehalf of the Depositary in accordance with customary procedures of the
\nDepositary and in compliance with this Section and Section 2.10.<\/p>\n

(iii) Agent Members will have no rights under the Indenture with respect to
\nany Global Note held on their behalf by the Depositary, and the Depositary may
\nbe treated by the Company, the Trustee and any agent of the Company or the
\nTrustee as the absolute owner and Holder of such Global Note for all purposes
\nwhatsoever. Notwithstanding the foregoing, the Depositary or its nominee may
\ngrant proxies and otherwise authorize any Person (including any Agent Member and
\nany Person that holds a beneficial interest in a Global Note through an Agent
\nMember) to take any action which a Holder is entitled to take under the
\nIndenture or the Notes, and nothing herein will impair, as between the
\nDepositary and its Agent Members, the operation of customary practices governing
\nthe exercise of the rights of a holder of any security.<\/p>\n

(iv) If (A) the Depositary (x) notifies the Company that it is unwilling or
\nunable to continue as Depositary for a Global Note or (y) has ceased to be a
\nclearing agency registered under the Exchange Act, and in each case a successor
\ndepositary is not appointed by the Company within 90 days of that notice or
\nbecoming aware that the Depositary is no longer so registered or willing or able
\nto act as a depositary, (B) the Company determines not to have the Notes of a
\nseries represented by a Global Note and provides written notice thereof to the
\nTrustee; provided that in no event shall a<\/p>\n

17<\/p>\n

\n

Temporary Offshore Global Note be exchanged for certificated Notes prior to
\nthe expiration of the distribution compliance period and the receipt of any
\nrequired Regulation S Certificate; or (C) an Event of Default shall have
\noccurred and be continuing with respect to the Notes of a series and the
\nDepositary so requests, the Trustee will promptly exchange each beneficial
\ninterest in each Global Note for one or more Certificated Notes of the same
\nseries in authorized denominations having an equal aggregate principal amount
\nregistered in the name of the owner of such beneficial interest, as identified
\nto the Trustee by the Depositary, and thereupon each Global Note will be deemed
\ncanceled. If a Global Note does not bear the Restricted Legend, then the
\nCertificated Notes issued in exchange therefor will not bear the Restricted
\nLegend. If a Global Note bears the Restricted Legend, then the Certificated
\nNotes issued in exchange therefor will bear the Restricted Legend,
\nprovided<\/em> that any Holder of any such Certificated Note issued in
\nexchange for a beneficial interest in a Temporary Offshore Global Note will have
\nthe right upon presentation to the Trustee of a duly completed Certificate of
\nBeneficial Ownership after the Restricted Period to exchange such Certificated
\nNote for a Certificated Note of like tenor and amount that does not bear the
\nRestricted Legend, registered in the name of such Holder.<\/p>\n

(c) Each Certificated Note issued pursuant to subsection (b)(iv) will be
\nregistered in the name of the Holder thereof or its nominee.<\/p>\n

(d) A Holder may transfer a Note (or a beneficial interest therein) to
\nanother Person or exchange a Note (or a beneficial interest therein) for another
\nNote or Notes of the same series of any authorized denomination by presenting to
\nthe Trustee a written request therefor stating the name of the proposed
\ntransferee or requesting such an exchange, accompanied by any certification,
\nopinion or other document required by Section 2.10. The Trustee will promptly
\nregister any transfer or exchange that meets the requirements of this Section by
\nnoting the same in the Register maintained by the Trustee for the purpose;
\nprovided<\/em> that:<\/p>\n

(i) no transfer or exchange will be effective until it is registered in the
\nRegister and<\/p>\n

(ii) the Trustee will not be required (x) to issue, register the transfer of
\nor exchange any Note for a period of 15 days before a selection of Notes to be
\nredeemed or purchased pursuant to a Change of Control Offer, (y) to register the
\ntransfer of or exchange any Note so selected for redemption or purchase in whole
\nor in part, except, in the case of a partial redemption or purchase, that
\nportion of any Note not being redeemed or purchased, or (z) if a redemption or a
\npurchase pursuant to a Change of Control Offer is to occur after a Regular
\nRecord Date but on or before the corresponding Interest Payment Date, to
\nregister the transfer of or exchange any Note on or after the Regular Record
\nDate and before the date of redemption or purchase. Prior to the registration of
\nany transfer, the Company, the Trustee and their agents will treat the Person in
\nwhose name any Note is registered as the owner and Holder thereof for all
\npurposes (whether or not the Note is overdue), and will not be affected by
\nnotice to the contrary.<\/p>\n

18<\/p>\n

\n

From time to time the Company will execute and the Trustee will authenticate
\nadditional Notes as necessary in order to permit the registration of a transfer
\nor exchange in accordance with this Section.<\/p>\n

No service charge will be imposed in connection with any transfer or exchange
\nof any Note, but the Company may require payment of a sum sufficient to cover
\nany transfer tax or similar governmental charge payable in connection therewith
\n(other than a transfer tax or other similar governmental charge payable upon
\nexchange pursuant to subsection (b)(iv)).<\/p>\n

(e) (i) Global Note to Global Note<\/u>. If a beneficial interest in a
\nGlobal Note is transferred or exchanged for a beneficial interest in another
\nGlobal Note of the same series, the Trustee will (x) record a decrease in the
\nprincipal amount of the Global Note being transferred or exchanged equal to the
\nprincipal amount of such transfer or exchange and (y) record a like increase in
\nthe principal amount of the other Global Note. Any beneficial interest in one
\nGlobal Note that is transferred to a Person who takes delivery in the form of an
\ninterest in another Global Note, or exchanged for an interest in another Global
\nNote of the same series, will, upon transfer or exchange, cease to be an
\ninterest in such Global Note and become an interest in the other Global Note
\nand, accordingly, will thereafter be subject to all transfer and exchange
\nrestrictions, if any, and other procedures applicable to beneficial interests in
\nsuch other Global Note for as long as it remains such an interest.<\/p>\n

(ii) Certificated Note to Certificated Note<\/u>. If a Certificated Note is
\ntransferred or exchanged for another Certificated Note of the same series, the
\nTrustee will (x) cancel the Certificated Note being transferred or exchanged,
\n(y) deliver one or more new Certificated Notes of the same series in authorized
\ndenominations having an aggregate principal amount equal to the principal amount
\nof such transfer or exchange to the transferee (in the case of a transfer) or
\nthe Holder of the canceled Certificated Note (in the case of an exchange),
\nregistered in the name of such transferee or Holder, as applicable, and (z) if
\nsuch transfer or exchange involves less than the entire principal amount of the
\ncanceled Certificated Note of the same series, deliver to the Holder thereof one
\nor more Certificated Notes of the same series in authorized denominations having
\nan aggregate principal amount equal to the untransferred or unexchanged portion
\nof the canceled Certificated Note, registered in the name of the Holder thereof.\n<\/p>\n

SECTION 2.10. Restrictions on Transfer and Exchange<\/u>. (a) The transfer
\nor exchange of any Note (or a beneficial interest therein) may only be made in
\naccordance with this Section and Section 2.09 and, in the case of a Global Note
\n(or a beneficial interest therein), the applicable rules and procedures of the
\nDepositary. The Trustee shall refuse to register any requested transfer or
\nexchange that does not comply with the preceding sentence; provided<\/em>,
\nhowever<\/em>, the Trustee shall not have an independent duty to monitor or
\nverify that any transfer is in compliance with any securities laws, other than
\nto require delivery of such certificates and other documents as are expressly
\nrequired by, and to do so if and when expressly required by the terms of, this
\nIndenture, and to examine the same to determine substantial compliance as to
\nform with the express requirements of this Indenture.<\/p>\n

(b) Subject to paragraph (c), the transfer or exchange of any Note (or a
\nbeneficial interest therein) of the type set forth in column A below for a Note
\n(or a beneficial<\/p>\n

19<\/p>\n

\n

interest therein) of the type set forth opposite in column B below may only
\nbe made in compliance with the certification requirements (if any) described in
\nthe clause of this paragraph set forth opposite in column C below.<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

A<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

B<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

C<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

U.S. Global Note<\/p>\n<\/td>\n

<\/td>\n\n

U.S. Global Note<\/p>\n<\/td>\n

<\/td>\n\n

(i)<\/p>\n<\/td>\n<\/tr>\n

\n

U.S. Global Note<\/p>\n<\/td>\n

<\/td>\n\n

Offshore Global Note<\/p>\n<\/td>\n

<\/td>\n\n

(ii)<\/p>\n<\/td>\n<\/tr>\n

\n

Certificated Note<\/p>\n<\/td>\n

<\/td>\n\n

Certificated Note<\/p>\n<\/td>\n

<\/td>\n\n

(iii)<\/p>\n<\/td>\n<\/tr>\n

\n

Offshore Global Note<\/p>\n<\/td>\n

<\/td>\n\n

U.S. Global Note<\/p>\n<\/td>\n

<\/td>\n\n

(iv)<\/p>\n<\/td>\n<\/tr>\n

\n

Offshore Global Note<\/p>\n<\/td>\n

<\/td>\n\n

Offshore Global Note<\/p>\n<\/td>\n

<\/td>\n\n

(i)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(i) No certification is required.<\/p>\n

(ii) The Person requesting the transfer or exchange must deliver or cause to
\nbe delivered to the Trustee a duly completed Regulation S Certificate.<\/p>\n

(iii) The Person requesting the transfer or exchange must deliver or cause to
\nbe delivered to the Trustee (x) a duly completed Rule 144A Certificate or (y) a
\nduly completed Regulation S Certificate, and\/or an Opinion of Counsel and such
\nother certifications and evidence as the Company may reasonably require in order
\nto determine that the proposed transfer or exchange is being made in compliance
\nwith the Securities Act and any applicable securities laws of any state of the
\nUnited States; provided<\/em> that if the requested transfer or exchange is
\nmade by the Holder of a Certificated Note that does not bear the Restricted
\nLegend, then no certification is required. In the event that (1) the requested
\ntransfer or exchange takes place after the Restricted Period and a duly
\ncompleted Regulation S Certificate is delivered to the Trustee or (2) a
\nCertificated Note that does not bear the Restricted Legend is surrendered for
\ntransfer or exchange, upon transfer or exchange the Trustee will deliver a
\nCertificated Note that does not bear the Restricted Legend.<\/p>\n

(iv) The Person requesting the transfer or exchange must deliver or cause to
\nbe delivered to the Trustee a duly completed Rule 144A Certificate.<\/p>\n

(c) No certification is required in connection with any transfer or exchange
\nof any Note (or a beneficial interest therein) after such Note (i) is eligible
\nfor resale pursuant to Rule 144 under the Securities Act (or a successor
\nprovision); provided<\/em> that the Company has provided the Trustee with an
\nOfficer’s Certificate to that effect, and the Company may require from any
\nPerson requesting a transfer or exchange in reliance upon this clause an Opinion
\nof Counsel and any other reasonable certifications and evidence in order to
\nsupport such certificate; or<\/p>\n

(ii) sold pursuant to an effective registration statement.<\/p>\n

Any Certificated Note delivered in reliance upon this paragraph (c) will not
\nbear the Restricted Legend.<\/p>\n

20<\/p>\n

\n

(d) The Trustee will retain copies of all certificates, opinions and other
\ndocuments received in connection with the transfer or exchange of a Note (or a
\nbeneficial interest therein), and the Company will have the right to inspect and
\nmake copies thereof at any reasonable time upon reasonable prior written notice
\nto the Trustee.<\/p>\n

SECTION 2.11. Temporary Offshore Global Notes<\/u>. (a) Each Note
\noriginally sold by the Initial Purchasers in reliance upon Regulation S will be
\nevidenced by one or more Offshore Global Notes that bear the Temporary Offshore
\nGlobal Note Legend.<\/p>\n

(b) An owner of a beneficial interest in a Temporary Offshore Global Note (or
\na Person acting on behalf of such an owner) may provide to the Trustee (and the
\nTrustee will accept) a duly completed Certificate of Beneficial Ownership at any
\ntime after the Restricted Period (it being understood that the Trustee will not
\naccept any such certificate during the Restricted Period). Promptly after
\nacceptance of a Certificate of Beneficial Ownership with respect to such a
\nbeneficial interest, the Trustee will cause such beneficial interest to be
\nexchanged for an equivalent beneficial interest in a Permanent Offshore Global
\nNote, and will (x) permanently reduce the principal amount of such Temporary
\nOffshore Global Note by the amount of such beneficial interest and (y) increase
\nthe principal amount of such Permanent Offshore Global Note by the amount of
\nsuch beneficial interest.<\/p>\n

(c) Notwithstanding anything to the contrary contained herein, beneficial
\ninterests in a Temporary Offshore Global Note may be held through the Depositary
\nonly through Euroclear and Clearstream and their respective direct and indirect
\nparticipants.<\/p>\n

(d) Notwithstanding paragraph (b), if after the Restricted Period any Initial
\nPurchaser owns a beneficial interest in a Temporary Offshore Global Note, such
\nInitial Purchaser may, upon written request to the Trustee accompanied by a
\ncertification as to its status as an Initial Purchaser, exchange such beneficial
\ninterest for an equivalent beneficial interest in a Permanent Offshore Global
\nNote, and the Trustee will comply with such request and will (x) permanently
\nreduce the principal amount of such Temporary Offshore Global Note by the amount
\nof such beneficial interest and (y) increase the principal amount of such
\nPermanent Offshore Global Note by the amount of such beneficial interest.<\/p>\n

ARTICLE 3 <\/strong><\/p>\n

OPTIONAL REDEMPTION <\/strong><\/p>\n

SECTION 3.01. Optional Redemption<\/u>. (a) The Notes of each series are
\nsubject to redemption upon not less than 30 nor more than 60 days notice mailed
\nto each Holder of such Notes to be redeemed at its address appearing in the
\nRegister, prior to September 15, 2016, with respect to the 2016 Notes, and July
\n15, 2021, with respect to the 2021 Notes, at any time in whole or in part, at
\nthe election of the Company at a price (the “Redemption
\nPrice<\/strong>“) equal to the greater of:<\/p>\n

(i) 100% of the principal amount of the Notes of that series being redeemed;
\nor<\/p>\n

21<\/p>\n

\n

(ii) the sum of the present values of the remaining scheduled payments of
\nprincipal of and interest on the Notes of that series being redeemed discounted
\nto the date of redemption on a semiannual basis (assuming a 360-day year
\nconsisting of twelve 30-day months) at a discount rate equal to the Treasury
\nRate plus 50 basis points with respect to the 2016 Notes and 50 basis points
\nwith respect to the 2021 Notes;<\/p>\n

plus, for (i) or (ii) above, whichever is applicable, accrued interest on
\nsuch Notes to the date of redemption.<\/p>\n

(b) Under the procedures set forth above in Section 3.01(a), the Redemption
\nPrice payable upon the optional redemption prior to September 15, 2016, with
\nrespect to any 2016 Notes, and July 15, 2021, with respect to any 2021 Notes
\ncalled for redemption shall be determined by calculating the present value at
\nthat time of each remaining payment of principal of or interest on such Notes
\nand then totaling those present values. If the sum of those present values is
\nequal to or less than 100% of the principal amount of the Notes called for
\nredemption, the Redemption Price of such Notes shall be 100% of its principal
\namount (redemption at par). If the sum of the present values is greater than
\n100% of the principal amount of the Notes called for redemption, the Redemption
\nPrice of such Notes shall be that greater amount (redemption at a premium). In
\nno event may any Notes be redeemed optionally at less than 100% of their
\nprincipal amount. The Redemption Price will be calculated by the Quotation Agent
\nand the Company, the Trustee and any Paying Agent of the series of Notes to be
\nredeemed will be entitled to rely on such calculation without need for further
\nverification.<\/p>\n

(c) At any time on or after September 15, 2016, with respect to the 2016
\nNotes and July 15, 2021, with respect to the 2021 Notes, the 2016 Notes and the
\n2021 Notes, respectively, will be redeemable in whole or in part, at the
\nelection of the Company, at a Redemption Price equal to 100% of the principal
\namount of the Notes to be redeemed plus accrued and unpaid interest on the Notes
\nto be redeemed to the date of redemption.<\/p>\n

SECTION 3.02. Method and Effect of Redemption<\/u>. (a) If the Company
\nelects to redeem any Notes of any series, it must notify the Trustee of the
\nredemption date, the series and the principal amount of Notes to be redeemed by
\ndelivering an Officers’ Certificate at least 15 days prior to the date of the
\nmailing of the notice (unless a shorter period is satisfactory to the Trustee).
\nIf fewer than all of the Notes of any series are being redeemed, the Officers’
\nCertificate must also specify a record date not less than 15 days after the date
\nof the notice of redemption is given to the Trustee, and the Trustee will select
\nthe Notes of such series to be redeemed pro rata, by lot or by any other method
\nthe Trustee in its sole discretion deems appropriate, in denominations of $1,000
\nprincipal amount and multiples thereof, provided that no Notes of less than
\n$2,000 may be redeemed in part. The Trustee will notify the Company promptly of
\nthe Notes of such series or portions of Notes of such series to be called for
\nredemption. Notice of redemption must be sent by the Company or at the Company’s
\nrequest (the Company to provide or cause to be provided to the Trustee such
\ninformation to be included in such notice five (5) days prior to such notice
\nbeing sent to Holders, unless a shorter period is satisfactory to the Trustee),
\nby the Trustee in the name and at the expense of the Company, to Holders whose
\nNotes are to be redeemed at least 30 days but not more than 60 days before the
\nredemption date.<\/p>\n

22<\/p>\n

\n

(b) The notice of redemption will identify the Notes to be redeemed and will
\ninclude or state the following:<\/p>\n

(i) the redemption date;<\/p>\n

(ii) the Redemption Price, including the portion thereof representing any
\naccrued interest;<\/p>\n

(iii) the place or places where Notes are to be surrendered for redemption;\n<\/p>\n

(iv) Notes called for redemption must be so surrendered in order to collect
\nthe Redemption Price;<\/p>\n

(v) on the redemption date the Redemption Price will become due and payable
\non Notes called for redemption, and interest on Notes called for redemption will
\ncease to accrue on and after the redemption date, unless the Company defaults in
\nthe deposit of the Redemption Price;<\/p>\n

(vi) if any Note is redeemed in part, on and after the redemption date, upon
\nsurrender of such Note, new Notes of such series equal in principal amount to
\nthe unredeemed portion will be issued; and<\/p>\n

(vii) if any Note contains a CUSIP or CINS number, no representation is being
\nmade as to the correctness of the CUSIP or CINS number either as printed on the
\nNotes or as contained in the notice of redemption and that the Holder should
\nrely only on the other identification numbers printed on the Notes.<\/p>\n

(c) Once notice of redemption is sent to the Holders, Notes called for
\nredemption become due and payable at the Redemption Price on the redemption
\ndate, and upon surrender of the Notes called for redemption, the Company shall
\nredeem such Notes at the Redemption Price. Commencing on the redemption date,
\nNotes redeemed will cease to accrue interest, unless the Company defaults in the
\ndeposit of the Redemption Price. Upon surrender of any Note redeemed in part,
\nthe Holder will receive a new Note of such series equal in principal amount to
\nthe unredeemed portion of the surrendered Note.<\/p>\n

SECTION 3.03. Sinking Fund<\/u>. No sinking fund is provided for the Notes.\n<\/p>\n

SECTION 3.04. Special Mandatory Redemption<\/u>.<\/p>\n

(a) Terms used in this Section 3.04 and not otherwise defined in this
\nIndenture have the meanings set forth in the Escrow Agreement.<\/p>\n

(b) All outstanding Notes of any series shall be subject to mandatory
\nredemption (a “Special Mandatory Redemption<\/strong>“) in whole, and not
\nin part, in the event that either:<\/p>\n

23<\/p>\n

\n

(i) prior to September 30, 2012, the Company shall have determined in its
\ndiscretion that the Escrow Release Conditions cannot be satisfied by such date
\nand shall have provided a Redemption Notice, acknowledged by the Trustee, to the
\nEscrow Agent setting forth the date (the “Special Mandatory Redemption
\nDate<\/strong>“) on which a Special Mandatory Redemption will occur; or<\/p>\n

(ii) the Escrow Property shall not have been released pursuant to the terms
\nof the Escrow Agreement by 11:59 p.m. on September 30, 2012. Pursuant to the
\nEscrow Agreement the Company shall provide, within three (3) Business Days after
\nSeptember 30, 2012, a Redemption Notice, acknowledged by the Trustee, to the
\nEscrow Agent setting forth the Special Mandatory Redemption Date.<\/p>\n

(c) In the event that the Trustee receives and acknowledges a Redemption
\nNotice pursuant to the Escrow Agreement and this Section 3.04, it shall mail or
\ncause to be mailed by first class mail not later than the next Business Day
\nfollowing the receipt of such Redemption Notice, a notice of redemption to each
\nHolder whose Notes are to be redeemed at its registered address. Such notice
\nshall identify the Notes to be redeemed and state the following information:\n<\/p>\n

(i) the Special Mandatory Redemption Date;<\/p>\n

(ii) the Special Mandatory Redemption Price, including the portion thereof
\nrepresenting any accrued and unpaid interest;<\/p>\n

(iii) the applicable clause in the Escrow Agreement pursuant to which the
\nCompany is permitted or required to release the Escrow Property;<\/p>\n

(iv) the place or places where Notes are to be surrendered for redemption;\n<\/p>\n

(v) Notes called for redemption must be so surrendered in order to collect
\nthe Special Mandatory Redemption Price;<\/p>\n

(vi) on the Special Mandatory Redemption Date, the Special Mandatory
\nRedemption Price will become due and payable on Notes called for redemption, and
\ninterest on Notes called for redemption will cease to accrue on and after the
\nSpecial Mandatory Redemption Date; and<\/p>\n

(vii) if any Note contains a CUSIP or CINS number, no representation is being
\nmade as to the correctness of the CUSIP or CINS number either as printed on the
\nNotes or as contained in the notice of redemption and that the Holder should
\nrely only on the other identification numbers printed on the Notes.<\/p>\n

(d) The Special Mandatory Redemption Date shall be not later than thirty (30)
\ndays following the date of the Redemption Notice. The redemption price paid upon
\na Special Mandatory Redemption (the “Special Mandatory Redemption
\nPrice<\/strong>“) shall be the sum of 101% of the issue price of the Notes to be
\nredeemed plus<\/em> accrued and unpaid interest on the Notes of that series
\nfrom the Issue Date of the Notes of that series up to, but not including, the\n<\/p>\n

24<\/p>\n

\n

Special Mandatory Redemption Date. On and after the Special Mandatory
\nRedemption Date interest shall cease to accrue on outstanding Notes of that
\nseries.<\/p>\n

(e) Upon the release of the Escrow Property to the Company in connection with
\nthe consummation of the merger of the Company and DPL, this Section 3.04 will
\ncease to apply and will have no further force or effect.<\/p>\n

ARTICLE 4 <\/strong><\/p>\n

COVENANTS <\/strong><\/p>\n

SECTION 4.01. Payment of Notes<\/u>. (a) The Company agrees to pay the
\nprincipal of, premium, if any, and interest on the Notes of each series on the
\ndates and in the manner provided in the Notes of each series and the Indenture.
\nNot later than 9:00 A.M. (New York City time) on the due date of any principal
\nof, premium, if any, or interest on any Notes, or any redemption or purchase
\nprice of the Notes of any series, the Company will deposit with the Trustee (or
\nPaying Agent) money in immediately available funds sufficient to pay such
\namounts, provided<\/em> that if the Company or any Affiliate of the Company
\nis acting as Paying Agent, it will, on or before each due date, segregate and
\nhold in a separate trust fund for the benefit of the Holders a sum of money
\nsufficient to pay such amounts until paid to such Holders or otherwise disposed
\nof as provided in the Indenture. In each case the Company will promptly notify
\nthe Trustee in writing of its compliance with this paragraph.<\/p>\n

(b) An installment of principal or interest will be considered paid on the
\ndate due if the Trustee (or Paying Agent, other than the Company or any
\nAffiliate of the Company) holds on that date money designated for and sufficient
\nto pay the installment. If the Company or any Affiliate of the Company acts as
\nPaying Agent, an installment of principal or interest will be considered paid on
\nthe due date only if paid to the Holders.<\/p>\n

(c) The Company agrees to pay interest on overdue principal, and, to the
\nextent lawful, overdue installments of interest at the rate per annum specified
\nin the Notes.<\/p>\n

(d) Payments in respect of the Notes represented by the Global Notes are to
\nbe made by electronic funds transfer of immediately available funds to the
\naccounts specified by the Holders of the Global Notes. With respect to
\nCertificated Notes, the Company through the Paying Agent will make all payments
\nby electronic funds transfer of immediately available funds to the accounts
\nspecified by the Holders thereof or, if no such account is specified, by mailing
\na check to each Holder’s registered address.<\/p>\n

SECTION 4.02. Maintenance of Office or Agency<\/u>.<\/em> The Company
\nwill maintain, an office or agency where Notes may be surrendered for
\nregistration of transfer or exchange or for presentation for payment and where
\nnotices and demands to or upon the Company in respect of the Notes and the
\nIndenture may be served. The Company hereby initially designates the Corporate
\nTrust Office as one such office of the Company. The Company will give prompt
\nwritten notice to the Trustee of the location, and any change in the location,
\nof such office or agency. If at any time the Company fails to maintain any such
\nrequired office or<\/p>\n

25<\/p>\n

\n

agency or fails to furnish the Trustee with the address thereof, such
\npresentations, surrenders, notices and demands may be made or served to the
\nTrustee at the Corporate Trust Office.<\/p>\n

The Company may also from time to time designate one or more other offices or
\nagencies where the Notes may be surrendered or presented for any of such
\npurposes and may from time to time rescind such designations. The Company will
\ngive prompt written notice to the Trustee of any such designation or rescission
\nand of any change in the location of any such other office or agency.<\/p>\n

SECTION 4.03. Limitations on Liens<\/u>. (a) Neither the Company nor any
\nSignificant Subsidiary shall issue, assume or guarantee any Indebtedness secured
\nby a Lien upon any property or assets (other than any cash or cash equivalents)
\nof the Company or such Significant Subsidiary (including for the avoidance of
\ndoubt, any common stock of DP&L), as applicable, without effectively
\nproviding that the outstanding Notes (together with, if the Company so
\ndetermines, any other Indebtedness or obligation then existing or thereafter
\ncreated ranking equally with the Notes) will be secured equally and ratably with
\n(or prior to) such Indebtedness so long as such Indebtedness is so secured. The
\nforegoing limitation on Liens of this clause (a) will not, however, apply to:\n<\/p>\n

(i) Liens in existence on the Issue Date;<\/p>\n

(ii) any Lien created or arising over any property which is acquired,
\nconstructed or created by the Company or any of its Significant Subsidiaries,
\nbut only if:<\/p>\n

(A) such Lien secures only principal amounts (not exceeding the cost of such
\nacquisition, construction or creation) raised for the purposes of such
\nacquisition, construction or creation, together with any costs, expenses,
\ninterest and fees Incurred in relation to that property or a guarantee given in
\nrespect of that property;<\/p>\n

(B) such Lien is created or arises on or before 180 days after the completion
\nof such acquisition, construction or creation; and<\/p>\n

(C) such Lien is confined solely to the property so acquired, constructed or
\ncreated;<\/p>\n

(iii) (A) rights of financial institutions to offset credit balances in
\nconnection with the operation of cash management programs established for the
\nbenefit of the Company and\/or a Significant Subsidiary or in connection with the
\nissuance of letters of credit for the benefit of the Company and\/or a
\nSignificant Subsidiary;<\/p>\n

(B) any Lien on accounts receivable securing Indebtedness of the Company
\nand\/or a Significant Subsidiary Incurred in connection with the financing of
\nsuch accounts receivable;<\/p>\n

(C) any Lien Incurred or deposits made in the ordinary course of business,
\nincluding, but not limited to, (x) any mechanic’s, materialmen’s, carrier’s,
\nworkmen’s, vendors’ and other like Liens and (y) any Liens securing<\/p>\n

26<\/p>\n

\n

amounts in connection with workers’ compensation, unemployment insurance and
\nother types of social security;<\/p>\n

(D) any Lien upon specific items of inventory or other goods of the Company
\nand\/or a Significant Subsidiary and the proceeds thereof securing obligations of
\nthe Company and\/or a Significant Subsidiary in respect of bankers’ acceptances
\nissued or created for the account of such person to facilitate the purchase,
\nshipment or storage of such inventory or other goods;<\/p>\n

(E) any Lien Incurred or deposits made securing the performance of tenders,
\nbids, leases, trade contracts (other than for borrowed money), statutory
\nobligations, surety bonds, appeal bonds, government contracts, performance
\nbonds, return-of-money bonds, letters of credit not securing borrowings and
\nother obligations of like nature Incurred in the ordinary course of business;\n<\/p>\n

(F) any Lien created by the Company or a Significant Subsidiary under or in
\nconnection with or arising out of a Currency, Interest Rate or Commodity
\nAgreement or any transactions or arrangements entered into in connection with
\nthe hedging or management of risks relating to the electricity or natural gas
\ndistribution industry, including a right of set off or right over a margin call
\naccount or any form of cash or cash collateral or any similar arrangement for
\nobligations Incurred in respect of Currency, Interest Rate or Commodity
\nAgreements;<\/p>\n

(G) any Lien arising out of title retention or like provisions in connection
\nwith the purchase of goods and equipment in the ordinary course of business; and\n<\/p>\n

(H) any Lien securing reimbursement obligations under letters of credit,
\nguaranties and other forms of credit enhancement given in connection with the
\npurchase of goods and equipment in the ordinary course of business;<\/p>\n

(iv) Liens in favor of the Company or a Subsidiary of the Company;<\/p>\n

(v)(A) Liens on any property or assets acquired from an entity which is
\nmerged with or into the Company or a Significant Subsidiary or any Liens on the
\nproperty or assets of any entity existing at the time such entity becomes a
\nSubsidiary of the Company and, in either case, is not created in anticipation of
\nthe transaction, unless the Lien was created to secure or provide for the
\npayment of any part of the purchase price of that entity;<\/p>\n

(B) any Lien on any property or assets existing at the time of its
\nacquisition and which is not created in anticipation of such acquisition, unless
\nthe Lien was created to secure or provide for the payment of any part of the
\npurchase price of such property or assets; and<\/p>\n

27<\/p>\n

\n

(C) any Lien created or outstanding on or over any asset of any entity which
\nbecomes a Significant Subsidiary on or after the date of the issuance of the
\nNotes, where the Lien is created prior to the date on which that entity becomes
\na Significant Subsidiary;<\/p>\n

(vi) (A) Liens required by any contract, statute or regulation in order to
\npermit the Company or a Significant Subsidiary to perform any contract or
\nsubcontract made by it with or at the request of a governmental entity or any
\ngovernmental department, agency or instrumentality, or to secure partial,
\nprogress, advance or any other payments by the Company or a Significant
\nSubsidiary to such governmental unit under the provisions of any contract,
\nstatute or regulation;<\/p>\n

(B) any Lien securing industrial revenue, development, pollution control,
\nsolid waste disposal or similar bonds issued by or for the benefit of the
\nCompany or a Significant Subsidiary, provided<\/em> that such industrial
\nrevenue, development, pollution control or similar bonds do not provide recourse
\ngenerally to the Company and\/or such Significant Subsidiary; and<\/p>\n

(C) any Lien securing taxes or assessments or other applicable governmental
\ncharges or levies;<\/p>\n

(vii) any Lien which arises under any order of attachment, restraint or
\nsimilar legal process arising in connection with court proceedings and any Lien
\nwhich secures the reimbursement obligation for any bond obtained in connection
\nwith an appeal taken in any court proceeding, so long as the execution or other
\nenforcement of such Lien arising under such legal process is effectively stayed
\nand the claims secured by that Lien are being contested in good faith and, if
\nappropriate, by appropriate legal proceedings, and any Lien in favor of a
\nplaintiff or defendant in any action before a court or tribunal as security for
\ncosts and\/or expenses;<\/p>\n

(viii) any extension, renewal or replacement (or successive extensions,
\nrenewals or replacements), as a whole or in part, of any Liens referred to in
\nthe foregoing clauses, for amounts not exceeding the principal amount of the
\nIndebtedness secured by the Lien so extended, renewed or replaced,
\nprovided<\/em> that such extension, renewal or replacement Lien is limited to
\nall or a part of the same property or assets that were covered by the Lien
\nextended, renewed or replaced (plus improvements on such property or assets);\n<\/p>\n

(ix) any Lien created in connection with Project Finance Debt;<\/p>\n

(x) any Lien created by DP&L or its subsidiaries securing Indebtedness of
\nDP&L or its subsidiaries;<\/p>\n

(xi) any Lien created in connection with the securitization of some or all of
\nthe assets of DPL and the associated issuance of Indebtedness as authorized by
\napplicable state or federal law in connection with the restructuring of
\njurisdictional electric or gas businesses;<\/p>\n

28<\/p>\n

\n

(xii) any Lien on stock created in connection with a mandatorily convertible
\nor exchangeable stock or debt financing, provided<\/em> that any such
\nfinancing may not be secured by or otherwise involve the creation of a Lien on
\nany capital stock of DPL or any successor entity to DPL; and<\/p>\n

(xiii) any Lien under one or more credit facilities for Indebtedness in an
\naggregate principal amount outstanding at any time not to exceed 10% of
\nConsolidated Net Assets.<\/p>\n

SECTION 4.04. Noteholders’ Lists<\/u>. The Company will furnish or cause to
\nbe furnished to the Trustee a list in such form as the Trustee may reasonably
\nrequire of the names and addresses of the Holders of the Notes of each series
\npursuant to Section 312 of the Trust Indenture Act (a) semi-annually not more
\nthan 15 days after each record date for the payment of semi-annual interest on
\nthe Notes, as hereinabove specified, as of such record date, and (b) at such
\nother times as the Trustee may request in writing, within 30 days after receipt
\nby the Company of any such request as of a date not more than 15 days prior to
\nthe time such information is furnished.<\/p>\n

SECTION 4.05. Certificate to Trustee<\/u>. The Company will furnish to the
\nTrustee annually, on or before a date not more than four months after the end of
\nits fiscal year (which, on the date hereof, is a calendar year), a brief
\ncertificate (which need not contain the statements required by Section 10.04)
\nfrom its principal executive, financial or accounting officer as to his or her
\nknowledge of the compliance of the Company with all conditions and covenants
\nunder this Indenture (such compliance to be determined without regard to any
\nperiod of grace or requirement of notice provided under this Indenture) which
\ncertificate shall comply with the requirements of the Trust Indenture Act. The
\nCompany shall also notify the Trustee in writing of any Default or Event of
\nDefault under this Indenture, provided<\/em>, however<\/em>, that a
\nfailure by the Company to deliver such notice shall not constitute a Default or
\nan Event of Default under this Indenture, if the Company has remedied such
\nDefault within any applicable grace period.<\/p>\n

SECTION 4.06. Reports by the Company<\/u>. <\/em>(a) So long as the
\nCompany is required to be subject to the reporting requirements of Section 13 or
\n15(d) of the Exchange Act, the Company shall provide copies to the Trustee with
\nthe information, documents and other reports (or copies of such portions of any
\nof the foregoing as the Commission may by rules and regulations prescribe) that
\nthe Company is required to file with the Commission pursuant to Section 13 or
\n15(d) of the Exchange Act. Notwithstanding that the Company may not be required
\nto be subject to the reporting requirements of Section 13 or 15(d) of the
\nExchange Act, or does not otherwise report on an annual and quarterly basis on
\nforms provided for such annual and quarterly reporting pursuant to the rules and
\nregulations promulgated by the Securities and Exchange Commission, the Company
\nshall deliver (which may be accomplished through posting on the internet) to the
\nTrustee and to the Holders, without cost to any Holder:<\/p>\n

(i) within 90 days after the end of each fiscal year, audited financial
\nstatements; and<\/p>\n

29<\/p>\n

\n

(ii) within 45 days after the end of the first three fiscal quarters of each
\nfiscal year (commencing no earlier than the fiscal quarter ending September 30,
\n2011), quarterly unaudited financial statements.<\/p>\n

(b) If the Company ceases to be subject to the reporting requirements of
\nSection 13 or Section 15(d) of the Exchange Act, the Company will provide,
\nwithout charge, upon the written request of (x) a Holder of any Notes or (y) a
\nprospective Holder of any of the Notes who is a “qualified institutional buyer”
\nwithin the meaning of Rule 144A and is designated by an existing Holder of any
\nof the Notes (in each case, with a copy to the Trustee), with the information
\nwith respect to the Company required to be delivered under Rule 144A(d)(4) under
\nthe Securities Act to enable resales of the Notes to be made pursuant to Rule
\n144A. Delivery of such reports, information and documents to the Trustee is for
\ninformational purposes only and the Trustee’s receipt of such shall not
\nconstitute constructive notice of any information contained therein or
\ndeterminable from information contained therein, including the Company’s
\ncompliance with any of its covenants hereunder (as to which the Trustee is
\nentitled to rely exclusive on Officers’ Certificates).<\/p>\n

SECTION 4.07. Repurchase of Notes Upon a Change of Control<\/u>. (a) Upon
\nthe occurrence of a Change of Control Triggering Event, each Holder of the Notes
\nof any series shall have the right to require that the Company repurchase all or
\nany part (no note of a principal amount of $2,000 or less will be repurchased in
\npart) of such Holder’s Notes (the “Change of Control
\nOffer<\/strong>“)<\/strong> at a repurchase price in cash equal to 101% of
\nthe principal amount thereof plus accrued and unpaid interest, if any, to the
\ndate of repurchase (the “Change of Control Payment<\/strong>“).<\/p>\n

(b) Within 30 days following any Change of Control Triggering Event, the
\nCompany shall mail a notice to each Holder of the Notes of that series, with a
\ncopy to the Trustee, stating:<\/p>\n

(i) that a Change of Control Triggering Event has occurred and that such
\nHolder has the right to require the Company to repurchase such Holder’s Notes at
\na repurchase price in cash equal to 101% of the principal amount thereof plus
\naccrued and unpaid interest, if any, to the date of repurchase;<\/p>\n

(ii) the transaction or transactions that constitute the Change of Control
\nTriggering Event;<\/p>\n

(iii) the repurchase date (which shall be not earlier than 30 days or later
\nthan 60 days from the date such notice is mailed) (the “Change of
\nControl Payment Date<\/strong>“); and<\/p>\n

(iv) the procedures that a Holder must follow in order to properly tender
\nsuch Holder’s Notes pursuant to the Change of Control Offer.<\/p>\n

(c) The Company shall comply with the requirements of Rule 14e-1 under the
\nExchange Act and any other securities laws and regulations thereunder to the
\nextent those laws and regulations are applicable in connection with the
\nrepurchase of Notes as a result of a Change of Control Triggering Event. To the
\nextent that the provisions of any securities laws or<\/p>\n

30<\/p>\n

\n

regulations conflict with the Change of Control provisions of the Notes, the
\nCompany shall comply with the applicable securities laws and regulations and
\nwill not be deemed to have breached its obligations under the Change of Control
\nprovisions of the Notes by virtue of such conflicts.<\/p>\n

(d) On the Change of Control Payment Date, the Company shall (i) accept for
\npayment all Notes or portions of Notes properly tendered pursuant to the Change
\nof Control Offer; (ii) deposit with the Paying Agent, which shall initially be
\nthe Trustee, an amount equal to the Change of Control Payment in respect of all
\nNotes or portions of Notes properly tendered and (iii) deliver or cause to be
\ndelivered to the Trustee the Notes properly accepted.<\/p>\n

SECTION 4.08. Limitation on Activities of the Company<\/u>. Notwithstanding
\nanything in this Indenture to the contrary, prior to the consummation of the
\nmerger between DPL and the Company, the Company shall not engage in any business
\nactivity or undertake any other activity, except (a) any activity relating to
\nthe offering, sale or issuance of the Notes issued on the Issue Date and the
\nincurrence of Indebtedness represented by the Notes, (b) issuing equity
\ninterests to, and receiving capital contributions from, AES or its Subsidiaries,
\n(c) performing its obligations in respect of the Notes under the Indenture and
\nthe Escrow Agreement, including if necessary, redeeming the Notes pursuant to
\nSection 3.04 hereof and (d) conducting such other activities as are necessary or
\nappropriate to carry out the activities described above. Prior to the
\nconsummation of the merger between DPL and the Company, the Company will not
\nissue any Indebtedness other than the Notes, own, hold or otherwise have any
\ninterest in any assets other than the Escrow Account and cash or Cash
\nEquivalents.<\/p>\n

ARTICLE 5 <\/strong><\/p>\n

CONSOLIDATION, MERGER OR SALE OF ASSETS <\/strong><\/p>\n

SECTION 5.01. Limitations on Merger, Consolidation, Sale, Lease or
\nConveyance<\/u>. The Company shall not (i)(a) consolidate with or merge with or
\ninto any other Person, or permit any Person to merge into or consolidate with
\nthe Company, or convey, transfer or lease its consolidated properties and assets
\nsubstantially as an entirety (in one transaction or in a series of related
\ntransactions), (b) convey, transfer or lease its consolidated electric
\ntransmission and distribution assets and operations substantially as an entirety
\n(in one transaction or in a series of related transactions), or (c) convey,
\ntransfer or lease all or substantially all of its consolidated electric
\ngeneration assets and operations (in one transaction or a series of
\ntransactions), to any Person or (ii) permit any of its Subsidiaries to enter
\ninto any such transaction or series of transactions if it would result in the
\ndisposition of (x) the Company’s consolidated properties and assets
\nsubstantially as an entirety, (y) the Company’s consolidated electric
\ntransmission and distribution assets and operations substantially as an entirety
\nor (z) all or substantially all of the Company’s consolidated electric
\ngeneration assets and operations unless, in each case:<\/p>\n

(A) either (1) the Company will be the surviving entity, or (2) the surviving
\nentity, if other than the Company, formed by such consolidation or into which
\nthe Company is merged or that acquired or leased such property or assets (the
\n“Surviving Person<\/strong>“) shall be an entity organized under the laws
\nof the<\/p>\n

31<\/p>\n

\n

United States of America, one of its States or the District of Columbia and
\nexpressly assumes by supplemental indenture the Company’s obligations under the
\nNotes and the Indenture, provided<\/em>, however<\/em>, that in the event
\nfollowing a conveyance, transfer or lease of the Company’s consolidated
\nproperties and assets substantially as an entirety or a conveyance, transfer or
\nlease of all or substantially all of the Company’s consolidated electric
\ngeneration assets and operations, the Company continues to own, directly or
\nindirectly, its consolidated electric transmission and distribution assets and
\noperations that it held immediately preceding such conveyance, transfer or lease
\nsubstantially as an entirety, the Notes and the Indenture shall remain the
\nobligations of the Company and shall not be assumed by the Surviving Person;\n<\/p>\n

(B) immediately after giving effect to that transaction, no Event of Default
\nshall have occurred and be continuing; and<\/p>\n

(C) the Company shall have delivered to the Trustee an Opinion of Counsel and
\nOfficer’s Certificate stating that such merger, consolidation, sale, lease or
\nconveyance and such supplemental indenture (if any) complies with this Section
\n5.01 and that all conditions precedent provided for herein relating to such
\ntransaction have been complied with and that such supplemental indenture (if
\nany) constitutes the legal, valid and binding obligation of the Surviving Person
\nenforceable against such entity in accordance with its terms, subject to
\ncustomary exceptions.<\/p>\n

SECTION 5.02. Successor Substituted<\/u>. Except as otherwise provided in
\nthe proviso to Section 5.01(ii)(A), upon any consolidation or merger, or any
\nsale, conveyance, transfer, lease or other disposition of all or substantially
\nall of the property and assets of the Company in accordance with Section 5.01 of
\nthis Indenture, the Surviving Person formed by such consolidation or into which
\nthe Company is merged or to which such sale, conveyance, transfer, lease or
\nother disposition is made shall succeed to, and be substituted for, and may
\nexercise every right and power of, the Company under this Indenture with the
\nsame effect as if such Surviving Person had been named as the Company herein.\n<\/p>\n

ARTICLE 6 <\/strong><\/p>\n

DEFAULT AND REMEDIES <\/strong><\/p>\n

SECTION 6.01. Events of Default.<\/u> (a) Prior to the release of the
\nEscrow Property pursuant to the terms of the Escrow Agreement, each of the
\nfollowing shall be an “Event of Default<\/strong>” under this Indenture
\nwith respect to the Notes of any series:<\/p>\n

(i) default in the payment of any interest upon any Note of that series when
\nit becomes due and payable and continuance of such default for a period of 30
\ndays;<\/p>\n

(ii) failure to comply with the provisions of Section 3.04 hereof; and<\/p>\n

32<\/p>\n

\n

(iii) the first priority security interest granted in the Escrow Account
\nholding the Escrow Property and all deposits therein to secure the Notes ceases
\nto (A) be in full force and effect, (B) ceases to give the Trustee for the
\nbenefit of the Holders of the Notes the Liens, rights, powers and privileges
\npurported to be created and granted thereby in favor of the Trustee or (C) is
\nasserted by the Company not to be a valid, perfected first priority security
\ninterest in or Lien on the proceeds covered thereby.<\/p>\n

(b) Following the release of the Escrow Property pursuant to the terms of the
\nEscrow Agreement, an “Event of Default<\/strong>” occurs with respect to
\nthe Notes of any series if:<\/p>\n

(i) the Company defaults in the payment of the principal of, or any premium
\non, any Note of that series when the same becomes due and payable at maturity,
\nupon acceleration, redemption or required purchase or otherwise;<\/p>\n

(ii) the Company defaults in the payment of interest on any Note of that
\nseries when the same becomes due and payable, and the default continues for a
\nperiod of 30 days;<\/p>\n

(iii) the Company defaults in the performance of or breaches any other
\ncovenant or agreement of the Company in the Indenture or under the Notes of that
\nseries and the default or breach continues for a period of 30 consecutive days
\nafter written notice specifying the default is delivered to the Company by the
\nTrustee or to the Company and the Trustee by the Holders of at least 25% in
\naggregate principal amount of the Notes of that series;<\/p>\n

(iv) a default occurs in the payment of the principal of any bond, debenture,
\nnote or other evidence of indebtedness, in each case for money borrowed, issued
\nby the Company, or in the payment of principal under any mortgage, indenture or
\ninstrument under which there may be issued or by which there may be secured or
\nevidenced any Indebtedness for Borrowed Money, of the Company or any Significant
\nSubsidiary if such Indebtedness for Borrowed Money is not Project Finance Debt
\nand provides for recourse generally to the Company or any Significant
\nSubsidiary, which default for payment of principal is in an aggregate principal
\namount exceeding $40 million when such indebtedness becomes due and payable
\n(whether at maturity, upon redemption or acceleration or otherwise), if such
\ndefault shall continue unremedied or unwaived for more than 30 Business Days and
\nthe time for payment of such amount has not been expressly extended (until such
\ntime as such payment default is remedied, cured or waived);<\/p>\n

(v) a court having jurisdiction enters a decree or order for: (i) relief in
\nrespect of the Company or any of its Significant Subsidiaries in an involuntary
\ncase under any applicable bankruptcy, insolvency, or other similar law now or
\nhereafter in effect; (ii) appointment of a receiver, liquidator, assignee,
\ncustodian, trustee, sequestrator, or similar official of the Company or any of
\nits Significant Subsidiaries or for all or substantially all of the property and
\nassets of the Company or any of its Significant Subsidiaries; or (iii) the
\nwinding up or liquidation of the affairs of the Company or any of<\/p>\n

33<\/p>\n

\n

its Significant Subsidiaries; and, in each case, such decree or order shall
\nremain unstayed and in effect for a period of 60 consecutive days; or<\/p>\n

(vi) the Company or any of its Significant Subsidiaries: (i) commences a
\nvoluntary case under any applicable bankruptcy, insolvency, or other similar law
\nnow or hereafter in effect, or consents to the entry of an order for relief in
\nan involuntary case under any such law; (ii) consents to the appointment of or
\ntaking possession by a receiver, liquidator, assignee, custodian, trustee,
\nsequestrator, or similar official of the Company or any of its Significant
\nSubsidiaries or for all or substantially all of the property and assets of the
\nCompany or any of its Significant Subsidiaries; or (iii) effects any general
\nassignment for the benefit of creditors (an event of default specified in clause
\n(v) or (vi) a “Bankruptcy Default<\/strong>“).<\/p>\n

SECTION 6.02. Acceleration<\/u>. (a) If an Event of Default specified in
\nSection 6.01(a)(i), (ii) or (iii) occurs the principal of, premium and any
\naccrued interest on the Notes of any series then outstanding shall ipso
\nfacto<\/em> become immediately due and payable without any declaration or other
\nact on the part of the Trustee or any Holder. The exclusive remedy upon any
\nEvent of Default specified in Section 6.01(a)(i), (ii) or (iii) above shall be
\nto enforce, collect or realize on the Escrow Property or exercise any other
\nright or remedy with respect to the Escrow Property.<\/p>\n

(b) If an Event of Default, other than a Bankruptcy Default with respect to
\nthe Company, occurs with respect to the Notes of any series and is continuing
\nunder the Indenture, the Trustee or the Holders of at least 25% in aggregate
\nprincipal amount of the Notes of that series then outstanding, by written notice
\nto the Company (and to the Trustee if the notice is given by the Holders), may,
\nand the Trustee at the request of such Holders shall, declare the principal of,
\npremium, if any, and accrued interest on the outstanding Notes of that series to
\nbe immediately due and payable. Upon a declaration of acceleration, such
\nprincipal, premium, if any, and accrued interest will become immediately due and
\npayable. If a Bankruptcy Default occurs with respect to the Company, the
\nprincipal of, premium, if any, and accrued interest on the Notes of any series
\nthen outstanding will become immediately due and payable without any declaration
\nor other act on the part of the Trustee or any Holder.<\/p>\n

(c) The Holders of at least a majority in principal amount of the outstanding
\nNotes of any series by written notice to the Company and to the Trustee may
\nwaive all past defaults with respect to the Notes of that series and rescind and
\nannul a declaration of acceleration with respect to the Notes of that series and
\nits consequences if:<\/p>\n

(i) all existing Events of Default applicable to the Notes of that series,
\nother than the nonpayment of the principal of, premium, if any, and interest on
\nthe Notes of that series that have become due solely by the declaration of
\nacceleration, have been cured or waived; and<\/p>\n

(ii) the rescission would not conflict with any judgment or decree of a court
\nof competent jurisdiction.<\/p>\n

34<\/p>\n

\n

SECTION 6.03. Other Remedies<\/u>.<\/em> If an Event of Default with
\nrespect to the Notes of any series occurs and is continuing, the Trustee may
\npursue, in its own name or as trustee of an express trust, any available remedy
\nby proceeding at law or in equity to collect the payment of principal of,
\npremium, if any, and interest on the Notes of that series or to enforce the
\nperformance of any provision of the Notes of that series or the Indenture. The
\nTrustee may maintain a proceeding even if it does not possess any of the Notes
\nof that series or does not produce any of them in the proceeding. When the
\nTrustee Incurs expenses or renders services after the occurrence of an act of
\nbankruptcy with respect to the Company, the expenses and the compensation for
\nsuch services are intended to constitute expenses of administration under any
\nfederal or state bankruptcy, insolvency, arrangement, moratorium, reorganization
\nor other debtor relief law.<\/p>\n

SECTION 6.04. Waiver of Past Defaults<\/u>. Except as otherwise provided in
\nSections 6.02, 6.07 and 9.02, the Holders of at least a majority in principal
\namount of outstanding Notes of any series may, by notice to the Trustee, waive
\nan existing Default with respect to the Notes of that series and its
\nconsequences. Upon such waiver, the Default with respect to the Notes of that
\nseries will cease to exist, and any Event of Default arising therefrom will be
\ndeemed to have been cured, but no such waiver will extend to any subsequent or
\nother Default or impair any right consequent thereon.<\/p>\n

SECTION 6.05. Control by Majority<\/u>. <\/em>Subject to Section
\n7.02(iv), the Holders of at least a majority in aggregate principal amount of
\noutstanding Notes of any series may direct the time, method and place of
\nconducting any proceeding for any remedy available to the Trustee or exercising
\nany trust or power conferred on the Trustee. However, the Trustee may refuse to
\nfollow any direction that conflicts with law or the Indenture, that may involve
\nthe Trustee in personal liability, or that the Trustee determines in good faith
\nmay be unduly prejudicial to the rights of Holders of the Notes of any series
\nnot joining in the giving of such direction, and may take any other action it
\ndeems proper that is not inconsistent with any such direction received from
\nHolders of the Notes of any series.<\/p>\n

SECTION 6.06. Limitation on Suits<\/u>.<\/em> A Holder of the Notes of
\nany series may not institute any proceeding, judicial or otherwise, with respect
\nto the Indenture or the Notes of that series, or for the appointment of a
\nreceiver or trustee, or for any other remedy under the Indenture or the Notes of
\nthat series, unless:<\/p>\n

(i) such Holder has previously given to the Trustee written notice of a
\ncontinuing Event of Default with respect to the Notes of that series;<\/p>\n

(ii) the Holders of at least 25% in aggregate principal amount of outstanding
\nNotes of that series have made written request to a Responsible Officer of the
\nTrustee to institute proceedings in respect of such Event of Default in its own
\nname as Trustee under the Indenture;<\/p>\n

(iii) such Holder or Holders have offered to the Trustee indemnity reasonably
\nsatisfactory to the Trustee against any costs, liabilities or expenses to be
\nIncurred in compliance with such request;<\/p>\n

35<\/p>\n

\n

(iv) the Trustee for 60 days after its receipt of such notice, request and
\noffer of indemnity has failed to institute any such proceeding; and<\/p>\n

(v) during such 60-day period, the Holders of a majority in aggregate
\nprincipal amount of the outstanding Notes of that series have not given the
\nTrustee a written direction that is inconsistent with such written request.<\/p>\n

SECTION 6.07. Rights of Holders to Receive Payment<\/u>.<\/em>
\nNotwithstanding anything to the contrary, the right of a Holder of a Note to
\nreceive payment of principal of, premium, if any, or interest on its Note on or
\nafter the stated maturities thereof, or to bring suit for the enforcement of any
\nsuch payment on or after such respective dates, may not be impaired or affected
\nwithout the consent of that Holder.<\/p>\n

SECTION 6.08. Collection Suit by Trustee<\/u>.<\/em> If an Event of
\nDefault in payment of principal, premium, if any, or interest specified in
\nclause (1) or (2) of Section 6.01(b) occurs and is continuing with respect to
\nthe Notes of that series, the Trustee may recover judgment in its own name and
\nas trustee of an express trust for the whole amount of principal, premium, if
\nany, and accrued interest remaining unpaid on the Notes of that series, together
\nwith interest on overdue principal and, to the lawful, overdue installments of
\ninterest, in each case at the rate specified in the Notes of that series, and
\nsuch further amount as is sufficient to cover the costs and expenses of
\ncollection, including the reasonable compensation, expenses, disbursements and
\nadvances of the Trustee, its agents and counsel and any other amounts due the
\nTrustee hereunder.<\/p>\n

SECTION 6.09. Trustee May File Proofs of Claim<\/u>. The Trustee may file
\nproofs of claim and other papers or documents as may be necessary or advisable
\nin order to have the claims of the Trustee (including any claim for the
\ncompensation, expenses, disbursements and advances of the Trustee, its agents
\nand counsel, and any other amounts due the Trustee hereunder) and the Holders
\nallowed in any judicial proceedings relating to the Company or its creditors or
\nproperty, and is entitled and empowered to collect, receive and distribute any
\nmoney, securities or other property payable or deliverable upon conversion or
\nexchange of the Notes or upon any such claims. Any custodian, receiver,
\nassignee, trustee, liquidator, sequestrator or other similar official in any
\nsuch judicial proceeding is hereby authorized by each Holder to make such
\npayments to the Trustee and, if the Trustee consents to the making of such
\npayments directly to the Holders, to pay to the Trustee any amount due to it for
\nthe reasonable compensation, expenses, disbursements and advances of the
\nTrustee, its agent and counsel, and any other amounts due the Trustee hereunder.
\nNothing in the Indenture will be deemed to empower the Trustee to authorize or
\nconsent to, or accept or adopt on behalf of any Holder, any plan of
\nreorganization, arrangement, adjustment or composition affecting the Notes of
\nany series or the rights of any Holder thereof, or to authorize the Trustee to
\nvote in respect of the claim of any Holder in any such proceeding.<\/p>\n

SECTION 6.10. Priorities<\/u>.<\/em> If the Trustee collects any money
\nor property pursuant to this Article, it shall payout the money or property in
\nthe following order:<\/p>\n

First: to the Trustee for all amounts due hereunder;<\/p>\n

36<\/p>\n

\n

Second: to Holders of the Notes of any series in respect of which moneys have
\nbeen collected for amounts then due and unpaid for principal of, premium, if
\nany, and interest on such Notes, ratably, without preference or priority of any
\nkind of any Note over any other Note (whether of the same series or not),
\naccording to the amounts due and payable on such Notes for principal, premium,
\nif any, and interest; and<\/p>\n

Third: to the Company or as a court of competent jurisdiction may direct in a
\nfinal, non-appealable order.<\/p>\n

The Trustee, upon written notice to the Company, may fix a record date and
\npayment date for any payment to Holders pursuant to this Section.<\/p>\n

SECTION 6.11. Restoration of Rights and Remedies<\/u>.<\/em> If the
\nTrustee or any Holder has instituted a proceeding to enforce any right or remedy
\nunder the Indenture and the proceeding has been discontinued or abandoned for
\nany reason, or has been determined adversely to the Trustee or to the Holder,
\nthen, subject to any determination in the proceeding, the Company, the Trustee
\nand the Holders will be restored severally and respectively to their former
\npositions hereunder and thereafter all rights and remedies of the Company, the
\nTrustee and the Holders will continue as though no such proceeding had been
\ninstituted.<\/p>\n

SECTION 6.12. Undertaking for Costs<\/u>.<\/em> In any suit for the
\nenforcement of any right or remedy under the Indenture or in any suit against
\nthe Trustee for any action taken or omitted by it as Trustee, a court may
\nrequire any party litigant in such suit (other than the Trustee) to file an
\nundertaking to pay the costs of the suit, and the court may assess reasonable
\ncosts, including reasonable attorneys fees and expenses, against any party
\nlitigant (other than the Trustee) in the suit having due regard to the merits
\nand good faith of the claims or defenses made by the party litigant. This
\nSection does not apply to a suit by a Holder to enforce payment of principal of
\nor interest on any Note on the respective due dates, or a suit by Holders of
\nmore than 10% in principal amount of the outstanding Notes of such series.<\/p>\n

SECTION 6.13. Rights and Remedies Cumulative<\/u>.<\/em> No right or
\nremedy conferred or reserved to the Trustee or to the Holders under this
\nIndenture is intended to be exclusive of any other right or remedy, and all such
\nrights and remedies are, to the extent permitted by law, cumulative and in
\naddition to every other right and remedy hereunder or now or hereafter existing
\nat law or in equity or otherwise. The assertion or exercise of any right or
\nremedy hereunder, or otherwise, will not prevent the concurrent assertion or
\nexercise of any other right or remedy.<\/p>\n

SECTION 6.14. Delay or Omission Not Waiver<\/u>.<\/em> No delay or
\nomission of the Trustee or of any Holder to exercise any right or remedy
\naccruing upon any Event of Default will impair any such right or remedy or
\nconstitute a waiver of any such Event of Default or an acquiescence therein.
\nEvery right and remedy given by this Article or by law to the Trustee or to the
\nHolders may be exercised from time to time, and as often as may be deemed
\nexpedient, by the Trustee or by the Holders, as the case may be.<\/p>\n

SECTION 6.15. Waiver of Stay, Extension or Usury Laws<\/u>.<\/em>The
\nCompany covenants, to the extent that it may lawfully do so, that it will not at
\nany time insist upon, or<\/p>\n

37<\/p>\n

\n

plead, or in any manner whatsoever claim or take the benefit or advantage of,
\nany stay or extension law or any usury law or other law that would prohibit or
\nforgive the Company from paying all or any portion of the principal of, premium,
\nif any, or interest on the Notes as contemplated herein, wherever enacted, now
\nor at any time hereafter in force, or that may affect the covenants or the
\nperformance of the Indenture. The Company hereby expressly waives, to the extent
\nthat it may lawfully do so, all benefit or advantage of any such law and
\ncovenants that it will not hinder, delay or impede the execution of any power
\nherein granted to the Trustee, but will suffer and permit the execution of every
\nsuch power as though no such law had been enacted.<\/p>\n

ARTICLE 7 <\/strong><\/p>\n

THE TRUSTEE <\/strong><\/p>\n

SECTION 7.01. General<\/u>. (a) The duties and responsibilities of the
\nTrustee are as provided by the Trust Indenture Act and as set forth herein.
\nWhether or not expressly so provided, every provision of the Indenture relating
\nto the conduct or affecting the liability of or affording protection to the
\nTrustee is subject to this Article.<\/p>\n

(b) Except during the continuance of an Event of Default, the Trustee need
\nperform only those duties that are specifically set forth in the Indenture and
\nno others, and no implied covenants or obligations will be read into the
\nIndenture against the Trustee. In the absence of bad faith on its part, the
\nTrustee may conclusively rely, as to the truth of the statements and the
\ncorrectness of the opinions expressed therein, upon certificates or opinions
\nfurnished to the Trustee and conforming to the requirements of this Indenture;
\nbut in the case of any such certificates or opinions which by any provision
\nhereof are specifically required to be furnished to the Trustee, the Trustee
\nshall be under a duty to examine the same to determine whether or not they
\nconform to the requirements of this Indenture (but need not confirm or
\ninvestigate the accuracy of mathematical calculations or other facts stated
\ntherein). In case an Event of Default has occurred and is continuing, the
\nTrustee shall exercise those rights and powers vested in it by the Indenture,
\nand use the same degree of care and skill in their exercise, as a prudent person
\nwould exercise or use under the circumstances in the conduct of such person’s
\nown affairs.<\/p>\n

(c) No provision of the Indenture shall be construed to relieve the Trustee
\nfrom liability for its own negligent action, its own negligent failure to act or
\nits own willful misconduct, except that:<\/p>\n

(1) this Subsection shall not be construed to limit the effect of Subsection
\n(a) of this Section;<\/p>\n

(2) the Trustee shall not be liable for any error of judgment made in good
\nfaith by a Responsible Officer, unless it shall be proved that the Trustee was
\nnegligent in ascertaining the pertinent facts;<\/p>\n

(3) the Trustee shall not be liable with respect to any action taken or
\nomitted to be taken by it in good faith in accordance with the direction of the
\nHolders of a<\/p>\n

38<\/p>\n

\n

majority in principal amount of the Notes relating to the time, method and
\nplace of conducting any proceeding for any remedy available to the Trustee, or
\nexercising any trust or power conferred upon the Trustee, under this Indenture
\nwith respect to the Notes of such series; and<\/p>\n

(4) no provision of this Indenture shall require the Trustee to expend or
\nrisk its own funds or otherwise incur any financial liability in the performance
\nof any of its duties hereunder, or in the exercise of any of its rights or
\npowers, if an adequate indemnity against such risk or liability is not
\nreasonably assured to it.<\/p>\n

SECTION 7.02. Certain Rights of Trustee<\/u>. Subject to Trust Indenture
\nAct Sections 315(a) through (d):<\/p>\n

(i) In the absence of bad faith on its part, the Trustee may conclusively
\nrely, and will be protected in acting or refraining from acting, upon any
\nresolution, certificate, statement, instrument, opinion, report, notice,
\nrequest, direction, consent, order, bond, debenture, note, other evidence of
\nindebtedness or other paper or document believed by it to be genuine and to have
\nbeen signed or presented by the proper Person. The Trustee need not investigate
\nany fact or matter stated in the document, but, in the case of any document
\nwhich is specifically required to be furnished to the Trustee pursuant to any
\nprovision hereof, the Trustee shall examine the document to determine whether it
\nconforms to the requirements of the Indenture (but need not confirm or
\ninvestigate the accuracy of mathematical calculations or other facts stated
\ntherein). The Trustee, in its discretion, may make further inquiry or
\ninvestigation into such facts or matters as it sees fit and shall Incur no
\nliability of any kind by reason of such inquiry or investigation.<\/p>\n

(ii) Before the Trustee acts or refrains from acting, it may require an
\nOfficers’ Certificate or an Opinion of Counsel conforming to Section 10.05 and
\nthe Trustee will not be liable for any action it takes or omits to take in good
\nfaith in reliance on the certificate or opinion.<\/p>\n

(iii) The Trustee may act through its attorneys and agents and will not be
\nresponsible for the misconduct or negligence of any agent appointed with due
\ncare.<\/p>\n

(iv) The Trustee will be under no obligation to exercise any of the rights or
\npowers vested in it by this Indenture at the request or direction of any of the
\nHolders of the Notes of any series, unless such Holders have offered to the
\nTrustee security or indemnity satisfactory to it against the costs, expenses and
\nliabilities that might be Incurred by it in compliance with such request or
\ndirection.<\/p>\n

(v) The Trustee will not be liable for any action it takes or omits to take
\nin good faith that it believes to be authorized or within its rights or powers
\nor for any action it takes or omits to take in accordance with the direction of
\nthe Holders of the Notes in accordance with Section 6.05 relating to the time,
\nmethod and place of conducting any proceeding for any remedy available to the
\nTrustee, or exercising any trust or power conferred upon the Trustee, under the
\nIndenture.<\/p>\n

39<\/p>\n

\n

(vi) The Trustee may consult with counsel of its selection, and the advice of
\nsuch counsel or any Opinion of Counsel will be full and complete authorization
\nand protection in respect of any action taken, suffered or omitted by it
\nhereunder in good faith and in reliance thereon.<\/p>\n

(vii) No provision of the Indenture will require the Trustee to expend or
\nrisk its own funds or otherwise Incur any financial liability in the performance
\nof its duties hereunder, or in the exercise of its rights or powers, unless it
\nreceives indemnity satisfactory to it against any loss, liability or expense.\n<\/p>\n

(viii) In no event shall the Trustee be responsible or liable for special,
\nindirect, or consequential loss or damage of any kind whatsoever (including, but
\nnot limited to, loss of profit) irrespective of whether the Trustee has been
\nadvised of the likelihood of such loss or damage and regardless of the form of
\naction.<\/p>\n

(ix) The Trustee shall not be deemed to have notice of any Default or Event
\nof Default unless a Responsible Officer of the Trustee has actual knowledge
\nthereof or unless written notice of any event which is in fact such a default is
\nreceived by the Trustee at the Corporate Trust Office, and such notice
\nreferences the Notes and this Indenture.<\/p>\n

(x) The rights, privileges, protections, immunities and benefits given to the
\nTrustee, including, without limitation, its right to be indemnified, are
\nextended to, and shall be enforceable by, the Trustee in each of its capacities
\nhereunder, and each agent, custodian and other Person employed to act hereunder.\n<\/p>\n

(xi) the Trustee shall not be liable for any action taken, suffered, or
\nomitted to be taken by it in good faith and reasonably believed by it to be
\nauthorized or within the discretion or rights or powers conferred upon it by
\nthis Indenture.<\/p>\n

(xii) the Trustee may request that the Company deliver a certificate setting
\nforth the names of individuals and\/or titles of officers authorized at such time
\nto take specified actions pursuant to this Indenture.<\/p>\n

(xiii) The permissive right of the Trustee to take the actions permitted by
\nthis Indenture shall not be construed as an obligation or duty to do so.<\/p>\n

SECTION 7.03. Individual Rights of Trustee<\/u>.<\/em> The Trustee, in
\nits individual or any other capacity, may become the owner or pledgee of Notes
\nand may otherwise deal with the Company or its Affiliates with the same rights
\nit would have if it were not the Trustee. Any Agent may do the same with like
\nrights. However, the Trustee is subject to Trust Indenture Act Sections 310(b)
\nand 311. For purposes of Trust Indenture Act Section 311(b)(4) and (6):<\/p>\n

(a) “Cash Transaction<\/strong>” means any transaction in which full
\npayment for goods or securities sold is made within seven days after delivery of
\nthe goods or securities in currency or in checks or other orders drawn upon
\nbanks or bankers and payable upon demand; and<\/p>\n

40<\/p>\n

\n

(b) “Self-liquidating Paper<\/strong>” means any draft, bill of
\nexchange, acceptance or obligation which is made, drawn, negotiated or Incurred
\nfor the purpose of financing the purchase, processing, manufacturing, shipment,
\nstorage or sale of goods, wares or merchandise and which is secured by documents
\nevidencing title to, possession of, or a lien upon, the goods, wares or
\nmerchandise or the receivables or proceeds arising from the sale of the goods,
\nwares or merchandise previously constituting the security, provided the security
\nis received by the Trustee simultaneously with the creation of the creditor
\nrelationship arising from the making, drawing, negotiating or Incurring of the
\ndraft, bill of exchange, acceptance or obligation.<\/p>\n

SECTION 7.04. Trustee’s Disclaimer<\/u>.<\/em> The Trustee (i) makes no
\nrepresentation as to the validity or adequacy of the Indenture or the Notes,
\n(ii) is not accountable for the Company’s use or application of the proceeds
\nfrom the Notes and (iii) is not responsible for any statement in the Notes other
\nthan its certificate of authentication.<\/p>\n

SECTION 7.05. Notice of Default<\/u>.<\/em> If any Default with respect
\nto the Notes of any series occurs and is continuing and is known to the Trustee,
\nthe Trustee will send notice of the Default to each Holder of such series within
\n90 days after it occurs, unless the Default has been cured; provided<\/em>
\nthat, except in the case of a default in the payment of the principal of,
\npremium, if any, or interest on any Note, the Trustee may withhold the notice if
\nand so long as the board of directors, the executive committee or a trust
\ncommittee of directors of the Trustee in good faith determines that withholding
\nthe notice is in the interest of the Holders of the Notes of such series. Notice
\nto Holders under this Section will be given in the manner and to the extent
\nprovided in Trust Indenture Act Section 313(c).<\/p>\n

SECTION 7.06. Reports by Trustee to Holders<\/u>.<\/em> Within 60 days
\nafter each October 1, beginning with October 1, 2012, the Trustee will mail to
\neach Holder, as provided in Trust Indenture Act Section 313(c), a brief report
\ndated as of such October 1, if required by Trust Indenture Act Section 313(a),
\nand file such reports with each stock exchange upon which its Notes are listed
\nand with the Commission as required by Trust Indenture Act Section 313(d).<\/p>\n

SECTION 7.07. Compensation and Indemnity<\/u>.<\/em> (a) The Company
\nwill pay the Trustee compensation as agreed upon in writing for its services.
\nThe compensation of the Trustee is not limited by any law on compensation of a
\nTrustee of an express trust. The Company will reimburse the Trustee upon request
\nfor all reasonable out-of-pocket expenses, disbursements and advances Incurred
\nor made by the Trustee, including the reasonable compensation and expenses of
\nthe Trustee’s agents and counsel.<\/p>\n

(b) The Company will indemnify the Trustee and Agents, for, and hold each of
\nthem harmless against, any loss, claim, damage, liability or expense Incurred by
\nit without negligence or willful misconduct on its part arising out of or in
\nconnection with the acceptance or administration of the Indenture and its duties
\nunder the Indenture and the Notes, including the costs and expenses of defending
\nitself against any claim or liability and of complying with any process served
\nupon it or any of its officers in connection with the exercise or performance of
\nany of its powers or duties under the Indenture and the Notes.<\/p>\n

41<\/p>\n

\n

(c) To secure the Company’s payment obligations in this Section, the Trustee
\nwill have a lien prior to the Notes on all money or property held or collected
\nby the Trustee, in its capacity as Trustee, except money or property held in
\ntrust to pay principal, premium, if any, of, and interest on particular Notes.\n<\/p>\n

(d) When the Trustee incurs expenses or renders services in connection with
\nan Event of Default, the expenses (including the reasonable charges and expenses
\nof its counsel) and the compensation for the services are intended to constitute
\nexpenses of administration under any applicable Federal or state bankruptcy,
\ninsolvency or other similar law.<\/p>\n

(e) The provisions of this Section shall survive the termination of this
\nIndenture.<\/p>\n

SECTION 7.08. Replacement of Trustee<\/u>. <\/em>(a) (i) The Trustee may
\nresign at any time by written notice to the Company.<\/p>\n

(ii) The Holders of a majority in principal amount of all then outstanding
\nNotes of all series (voting as a single class) may remove the Trustee by written
\nnotice to the Trustee.<\/p>\n

(iii) If the Trustee is no longer eligible under Section 7.10 or in the
\ncircumstances described in Trust Indenture Act Section 310(b), any Holder that
\nsatisfies the requirements of Trust Indenture Act Section 310(b) may petition
\nany court of competent jurisdiction for the removal of the Trustee and the
\nappointment of a successor Trustee.<\/p>\n

(iv) The Company may remove the Trustee if: (A) the Trustee is no longer
\neligible under Section 7.10; (B) the Trustee is adjudged a bankrupt or an
\ninsolvent; (C) a receiver or other public officer takes charge of the Trustee or
\nits property; or (D) the Trustee becomes incapable of acting.<\/p>\n

(v) A resignation or removal of the Trustee and appointment of a successor
\nTrustee will become effective only upon the successor Trustee’s acceptance of
\nappointment as provided in this Section.<\/p>\n

(b) If the Trustee has been removed by the Holders, Holders of a majority in
\nprincipal amount of all then outstanding Notes of all series (voting as a single
\nclass) may appoint a successor Trustee with the consent of the Company.
\nOtherwise, if the Trustee resigns or is removed, or if a vacancy exists in the
\noffice of Trustee for any reason, the Company will promptly appoint a successor
\nTrustee. If the successor Trustee does not deliver its written acceptance within
\n30 days after the retiring Trustee resigns or is removed, the retiring Trustee,
\nthe Company or the Holders of a majority in principal amount of all then
\noutstanding Notes of all series (voting as a single class) may petition at the
\nexpense of the Company any court of competent jurisdiction for the appointment
\nof a successor Trustee.<\/p>\n

(c) Upon delivery by the successor Trustee of a written acceptance of its
\nappointment to the retiring Trustee and to the Company, (i) the retiring Trustee
\nupon payment of its charges hereunder will transfer all property held by it as
\nTrustee to the successor Trustee,<\/p>\n

42<\/p>\n

\n

subject to the lien provided for in Section 7.07, (ii) the resignation or
\nremoval of the retiring Trustee will become effective, and (iii) the successor
\nTrustee will have all the rights, powers and duties of the Trustee under the
\nIndenture. Upon request of any successor Trustee, the Company will execute any
\nand all instruments for fully and vesting in and confirming to the successor
\nTrustee all such rights, powers and trusts. The Company will give notice of any
\nresignation and any removal of the Trustee and each appointment of a successor
\nTrustee to all Holders, and include in the notice the name of the successor
\nTrustee and the address of its Corporate Trust Office.<\/p>\n

(d) Notwithstanding replacement of the Trustee pursuant to this Section, the
\nCompany’s obligations under Section 7.07 will continue for the benefit of the
\nretiring Trustee.<\/p>\n

(e) The Trustee agrees to give the notices provided for in, and otherwise
\ncomply with, Trust Indenture Act Section 310(b).<\/p>\n

SECTION 7.09. Successor Trustee by Merger<\/u>. <\/em>If the Trustee
\nconsolidates with, merges or converts into, or transfers all or substantially
\nall of its corporate trust business to, another corporation or national banking
\nassociation, the resulting, surviving or transferee corporation or national
\nbanking association without any further act will be the successor Trustee with
\nthe same effect as if the successor Trustee had been named as the Trustee in the
\nIndenture.<\/p>\n

SECTION 7.10. Eligibility<\/u>.<\/em> The Indenture must always have a
\nTrustee that satisfies the requirements of Trust Indenture Act Section 310(a)
\nand has a combined capital and surplus of at least $25,000,000 as set forth in
\nits most recent published annual report of condition.<\/p>\n

SECTION 7.11. Money Held in Trust<\/u>.<\/em> The Trustee will not be
\nliable for interest on any money received by it except as it may agree with the
\nCompany. Money held in trust by the Trustee need not be segregated from other
\nfunds except to the extent required by law and except for money held in trust
\nunder Article 8.<\/p>\n

ARTICLE 8 <\/strong><\/p>\n

DEFEASANCE AND DISCHARGE <\/strong><\/p>\n

SECTION 8.01. Satisfaction and Discharge of Indenture<\/u>.<\/em> If at
\nany time (a) the Company shall have paid or caused to be paid the principal of,
\npremium, if any, and interest on all the Notes of any series outstanding
\nhereunder (other than Notes of such series which have been destroyed, lost or
\nstolen and which have been replaced or paid as provided in Section 2.04) as and
\nwhen the same shall have become due and payable, or (b) the Company shall have
\ndelivered to the Trustee for cancellation all Notes of any series theretofore
\nauthenticated (other than any Notes of such series which shall have been
\ndestroyed, lost or stolen and which shall have been replaced or paid as provided
\nin Section 2.04) or (c) (i) all the Notes of any series not theretofore
\ndelivered to the Trustee for cancellation shall have become due and payable, or
\nare by their terms to become due and payable within one year or are to be called
\nfor redemption within one year under arrangements satisfactory to the Trustee
\nfor the giving of notice of redemption, and (ii) the Company shall have
\nirrevocably deposited or caused to be deposited<\/p>\n

43<\/p>\n

\n

with the Trustee as trust funds the entire amount in cash (other than moneys
\nrepaid by the Trustee or any paying agent to the Company in accordance with
\nSection 8.05) or U.S. Government Obligations, maturing as to principal and
\ninterest in such amounts and at such times as will insure the availability of
\ncash sufficient to pay at maturity or upon redemption of all Notes of such
\nseries (other than any Notes of such series which shall have been destroyed,
\nlost or stolen and which shall have been replaced or paid as provided in Section
\n2.04) not theretofore delivered to the Trustee for cancellation, including
\nprincipal and interest due or to become due on or prior to such date of maturity
\nas the case may be, and if, in any such case, the Company shall also pay or
\ncause to be paid all other sums payable hereunder by the Company with respect to
\nthe Notes of such series, then this Indenture shall cease to be of further
\neffect with respect to the Notes of such series (except as to (i) rights of
\nregistration of transfer and exchange of securities of such, and the Company’s
\nright of optional redemption, (ii) substitution of mutilated, defaced,
\ndestroyed, lost or stolen Notes, (iii) rights of Holders of Notes of such series
\nto receive payments of principal, and premium, if any, thereof and interest
\nthereon, upon the original stated due dates therefor (but not upon acceleration)
\nand remaining rights of the Holders of Notes of such series to receive mandatory
\nsinking fund payments, if any, (iv) the rights, obligations and immunities of
\nthe Trustee hereunder and the Company’s obligations in connection therewith and
\n(v) the rights of the Holders of Notes of such series as beneficiaries hereof
\nwith respect to the property so deposited with the Trustee payable to all or any
\nof them), and the Trustee, on demand of the Company accompanied by an Officers’
\nCertificate and an Opinion of Counsel and at the cost and expense of the
\nCompany, shall execute proper instruments acknowledging such satisfaction of and
\ndischarging this Indenture with respect to such series; provided<\/em> that
\nthe rights of Holders of Notes of such series to receive amounts in respect of
\nprincipal of, premium, if any, and interest on the Notes of such series held by
\nthem shall not be delayed longer than required by then-applicable mandatory
\nrules or policies of any securities exchange upon which the Notes of such series
\nare listed. The Company agrees to reimburse the Trustee for any costs or
\nexpenses thereafter reasonably and properly Incurred and to compensate the
\nTrustee for any services thereafter reasonably and properly rendered by the
\nTrustee in connection with this Indenture or the Notes.<\/p>\n

SECTION 8.02. Defeasance and Discharge of Indenture<\/u>.<\/em> The
\nCompany shall be deemed to have paid and shall be discharged from any and all
\nobligations in respect of the Notes of any series, on the 123rd day after the
\ndeposit referred to in clause (A) of this Section 8.02 has been made with
\nrespect to the Notes of such series, and the provisions of this Indenture shall
\nno longer be in effect with respect to the Notes of such series (and the
\nTrustee, at the expense of the Company, shall execute proper instruments
\nacknowledging the same), except as to: (a) rights of registration of transfer
\nand exchange, and the Company’s right of optional redemption, (b) substitution
\nof apparently mutilated, defaced, destroyed, lost or stolen Notes of such
\nseries, (c) rights of Holders to receive payments of principal thereof, premium,
\nif any, of such series and interest thereon, upon the original stated due dates
\ntherefor (but not upon acceleration), (d) the rights, obligations and immunities
\nof the Trustee hereunder and the Company’s obligations in connection therewith
\nand (e) the rights of the Holders of such series as beneficiaries hereof with
\nrespect to the property so deposited with the Trustee payable to all or any of
\nthem; provided<\/em> that the following conditions shall have been satisfied:\n<\/p>\n

(A) with reference to this provision the Company has deposited or caused to
\nbe irrevocably deposited with the Trustee (or another trustee<\/p>\n

44<\/p>\n

\n

satisfying the requirements of Sections 7.08 and 7.10) as trust funds in
\ntrust, specifically pledged as security for, and dedicated solely to, the
\nbenefit of the Holders of the Notes of the applicable series, (i) money in an
\namount, or (ii) U.S. Government Obligations which through the payment of
\ninterest and principal in respect thereof in accordance with their terms will
\nprovide not later than one day before the due date of any payment referred to in
\nsubclause (x) or (y) of this clause (A) money in an amount, or (iii) a
\ncombination thereof, sufficient, in the opinion of a nationally recognized firm
\nof independent public accountants expressed in a written certification thereof
\ndelivered to the Trustee, to pay and discharge without consideration of the
\nreinvestment of such interest and after payment of all federal, state and local
\ntaxes or other charges and assessments in respect thereof payable by the Trustee
\n(x) the principal of, premium, if any, and each installment of interest on the
\noutstanding Notes of such series on the due dates thereof and (y) any mandatory
\nsinking fund payments or analogous payments applicable to the Notes of such
\nseries on the day on which such payments are due and payable in accordance with
\nthe terms of the Notes of such series and the Indenture with respect to the
\nNotes of such series;<\/p>\n

(B) the Company has delivered to the Trustee (i) either (x) an Opinion of
\nCounsel to the effect that Holders of Notes of such series will not recognize
\nincome, gain or loss for federal income tax purposes as a result of the
\nCompany’s exercise of its option under this Section 8.02 and will be subject to
\nfederal income tax on the same amount and in the same manner and at the same
\ntimes as would have been the case if such deposit, defeasance and discharge had
\nnot occurred, which Opinion of Counsel must be based upon a ruling of the
\nInternal Revenue Service to the same effect or a change in applicable federal
\nincome tax law or related treasury regulations after the date of this Indenture
\nor (y) a ruling directed to the Trustee received from the Internal Revenue
\nService to the same effect as the aforementioned Opinion of Counsel and (ii) an
\nOpinion of Counsel to the effect that the creation of the defeasance trust does
\nnot violate the Investment Company Act of 1940 and after the passage of 123 days
\nfollowing the deposit, the trust fund will not be subject to the effect of
\nSection 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and
\nCreditor Law;<\/p>\n

(C) immediately after giving effect to such deposit on a pro form a basis, no
\nEvent of Default with respect to such series of Notes, or event that after the
\ngiving of notice or lapse of time or both would become an Event of Default with
\nrespect to such series of Notes, shall have occurred and be continuing on the
\ndate of such deposit or during the period ending on the 123rd day after the date
\nof such deposit, and such deposit shall not result in a breach or violation of,
\nor constitute a default under, any other agreement or instrument to which the
\nCompany is a party or by which the Company is bound; and<\/p>\n

(D) if at such time the Notes of such series are listed on a national
\nsecurities exchange, the Company has delivered to the Trustee an<\/p>\n

45<\/p>\n

\n

Opinion of Counsel to the effect that the Notes of such series will not be
\ndelisted as a result of such deposit, defeasance and discharge.<\/p>\n

SECTION 8.03. Defeasance of Certain Obligations<\/u>. The Company may omit
\nto comply with any term, provision or condition set forth in, and this Indenture
\nwill no longer be in effect with respect to, any covenant in Article 4 or
\nSection 5.01 and clauses (iii), (iv) and (vii) of Section 6.01(b) shall be
\ndeemed not to be an Event of Default in each case, with respect to any series of
\nNotes, if:<\/p>\n

(A) with reference to this Section 8.03, the Company has deposited or caused
\nto be irrevocably deposited with the Trustee (or another trustee satisfying the
\nrequirements of Section 7.08) as trust funds in trust, specifically pledged as
\nsecurity for, and dedicated solely to, the benefit of the Holders of the
\napplicable series of Notes, (i) money in an amount or (ii) U.S. Government
\nObligations which through the payment of principal and interest in respect
\nthereof in accordance with their terms will provide not later than one day
\nbefore the due dates thereof or earlier redemption (irrevocably provided for
\nunder agreements satisfactory to the Trustee), as the case may be, of any
\npayment referred to in subclause (x) or (y) of this clause (A) money in an
\namount, or (iii) a combination thereof, sufficient, in the opinion of a
\nnationally recognized firm of independent public accountants expressed in a
\nwritten certification thereof delivered to the Trustee, to pay and discharge
\nwithout consideration of the reinvestment of such interest and after payment of
\nall federal, state and local taxes or other charges and assessments in respect
\nthereof payable by the Trustee (x) the principal of, premium, if any, and each
\ninstallment of interest on the outstanding Notes of such series on the due date
\nthereof or earlier redemption (irrevocably provided for under arrangements
\nsatisfactory to the Trustee), as the case may be, and (y) any mandatory sinking
\nfund payments or analogous payments applicable to the Notes of such series and
\nthe Indenture with respect to the Notes of such series on the day on which such
\npayments are due and payable in accordance with the terms of the Notes of such
\nseries and the Indenture with respect to the Notes of such series;<\/p>\n

(B) the Company has delivered to the Trustee (i) an Opinion of Counsel to the
\neffect that Holders of the applicable series of Notes will not recognize income,
\ngain or loss for federal income tax purposes as a result of the Company’s
\nexercise of its option under this Section 8.03 and will be subject to federal
\nincome tax on the same amount and in the same manner and at the same times as
\nwould have been the case if such deposit and defeasance had not occurred and
\n(ii) an Opinion of Counsel to the effect that the creation of the defeasance
\ntrust does not violate the Investment Company Act of 1940 and after the passage
\nof 123 days following the deposit, the trust fund will not be subject to the
\neffect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York
\nDebtor and Creditor Law;<\/p>\n

(C) immediately after giving effect to such deposit on a pro forma basis, no
\nEvent of Default with respect to such series of Notes, or event that<\/p>\n

46<\/p>\n

\n

after the giving of notice or lapse of time or both would become an Event of
\nDefault with respect to such series of Notes, shall have occurred and be
\ncontinuing on the date of such deposit or during the period ending on the 123rd
\nday after the date of such deposit, and such deposit shall not result in a
\nbreach or violation of, or constitute a default under, any other agreement or
\ninstrument to which the Company is a party or by which the Company is bound; and\n<\/p>\n

(D) if at such time the Notes of such series are listed on a national
\nsecurities exchange, the Company has delivered to the Trustee an Opinion of
\nCounsel to the effect that such Notes of such series will not be delisted as a
\nresult of such deposit, defeasance and discharge.<\/p>\n

SECTION 8.04. Application of Trust Money<\/u>.<\/em> Subject to Section
\n8.05, the Trustee will hold in trust the money or U.S. Government Obligations
\ndeposited with it pursuant to Sections 8.01, 8.02 or 8.03, and apply the
\ndeposited money and the proceeds from deposited U.S. Government Obligations to
\nthe payment of principal of, premium, if any, and interest on the applicable
\nseries of Notes in accordance with such Notes and the Indenture. Such money and
\nU.S. Government Obligations need not be segregated from other funds except to
\nthe extent required by law.<\/p>\n

SECTION 8.05. Repayment to Company<\/u>.<\/em> Subject to Sections 7.07,
\n8.01, 8.02 and 8.03, the Trustee will promptly pay to the Company upon request
\nany excess money held by the Trustee at any time and thereupon be relieved from
\nall liability with respect to such money. Subject to applicable unclaimed
\nproperty laws, the Trustee will pay to the Company upon request any money held
\nfor payment with respect to the applicable series of Notes that remains
\nunclaimed for two years, provided<\/em> that before making such payment the
\nTrustee may at the expense of the Company publish once in a newspaper of general
\ncirculation in New York City, or send to each Holder of the applicable series of
\nNotes entitled to such money, notice that the money remains unclaimed and that
\nafter a date specified in the notice (at least 30 days after the date of the
\npublication or notice) any remaining unclaimed balance of money will be repaid
\nto the Company. After payment to the Company, Holders of the applicable series
\nof Notes entitled to such money must look solely to the Company for payment,
\nunless applicable law designates another Person, and all liability of the
\nTrustee with respect to such money will cease.<\/p>\n

SECTION 8.06. Reinstatement<\/u>. <\/em>If and for so long as the
\nTrustee is unable to apply any money or U.S. Government Obligations held in
\ntrust pursuant to Sections 8.01, 8.02 or 8.03 by reason of any legal proceeding
\nor by reason of any order or judgment of any court or governmental authority
\nenjoining, restraining or otherwise prohibiting such application, the Company’s
\nobligations under the Indenture and the applicable series of Notes will be
\nreinstated as though no such deposit in trust had been made. If the Company
\nmakes any payment of principal of, premium, if any, or interest on the Notes of
\nany series because of the reinstatement of its obligations, it will be
\nsubrogated to the rights of the Holders of such Notes to receive such payment
\nfrom the money or U.S. Government Obligations held in trust.<\/p>\n

47<\/p>\n

\n

ARTICLE 9 <\/strong><\/p>\n

AMENDMENTS, SUPPLEMENTS AND WAIVERS <\/strong><\/p>\n

SECTION 9.01. Amendments Without Consent of Holders<\/u>.<\/em> (a) The
\nCompany and the Trustee may amend or supplement the Indenture or the Notes
\nwithout notice to or the consent of any Noteholder:<\/p>\n

(i) to cure any ambiguity, defect or inconsistency in the Indenture or the
\nNotes;<\/p>\n

(ii) to comply with Section 5.01;<\/p>\n

(iii) to comply with any requirements of the Commission in connection with
\nthe qualification of the Indenture under the Trust Indenture Act;<\/p>\n

(iv) to evidence and provide for the acceptance of appointment hereunder by a
\nsuccessor Trustee;<\/p>\n

(v) to provide for uncertificated Notes in addition to or in place of
\ncertificated Notes, provided<\/em> that the uncertificated Notes are issued
\nin registered form for purposes of Section 163(f) of the Code, or in a manner
\nsuch that the uncertificated Notes are described in Section 163(f)(2)(B) of the
\nCode;<\/p>\n

(vi) to provide for any guarantee of the Notes, to secure the Notes or to
\nconfirm and evidence the release, termination or discharge of any guarantee of
\nor lien securing the Notes when such release, termination or discharge is
\npermitted by the Indenture;<\/p>\n

(vii) to provide for or confirm the issuance of Additional Notes; or<\/p>\n

(viii) to make any other change that does not materially and adversely affect
\nthe rights of any Holder.<\/p>\n

SECTION 9.02. Amendments With Consent of Holders<\/u>. <\/em>(a) Except
\nas otherwise provided in Sections 6.02, 6.04 and 6.07 or paragraph (b), the
\nCompany and the Trustee may amend the Indenture with respect to the Notes of any
\nseries and the Notes of such series with the written consent of the Holders of a
\nmajority in principal amount of the outstanding Notes of such series, and the
\nHolders of a majority in principal amount of the outstanding Notes of such
\nseries by written notice to the Trustee may waive future compliance by the
\nCompany with any provision of the Indenture with respect to the Notes of such
\nseries or the Notes of such series.<\/p>\n

(b) Notwithstanding the provisions of paragraph (a), without the consent of
\neach Holder of Notes of any series affected, an amendment or waiver may not:\n<\/p>\n

(i) reduce the principal amount of or change the stated maturity of any
\ninstallment of principal of any Note of that series;<\/p>\n

48<\/p>\n

\n

(ii) reduce the rate of or change the stated maturity of any interest payment
\non any Note of that series;<\/p>\n

(iii) reduce the amount payable upon the redemption or any required
\nrepurchase of any Note of that series or change the times at which any Note of
\nthat series may be redeemed or repurchased or, once notice of redemption or a
\nChange of Control Offer has been given, the time at which it must thereupon be
\nredeemed or repurchased;<\/p>\n

(iv) make any Note of that series payable in money other than that stated in
\nsuch Note;<\/p>\n

(v) impair the right of any Holder of Notes of that series to receive any
\nprincipal payment, premium payment, if any, or interest payment on such Holder’s
\nNotes, on or after the stated maturity thereof, or to institute suit for the
\nenforcement of any such payment;<\/p>\n

(vi) make any change in the percentage of the principal amount of the Notes
\nof that series required for amendments or waivers; or<\/p>\n

(vii) modify or change any provision of the Indenture affecting the ranking
\nof the Notes of that series in a manner adverse to the Holders of the Notes of
\nthat series.<\/p>\n

(c) It is not necessary for Holders of Notes of a series to approve the
\nparticular form of any proposed amendment, supplement or waiver, but is
\nsufficient if their consent approves the substance thereof.<\/p>\n

(d) Subject to Section 9.04, an amendment, supplement or waiver under this
\nSection will become effective on receipt by the Trustee of written consents from
\nthe Holders of the requisite percentage in principal amount of the outstanding
\nNotes of the series affected. After an amendment, supplement or waiver under
\nthis Section becomes effective, the Company will send to the Holders affected
\nthereby a notice briefly describing the amendment, supplement or waiver. The
\nCompany will send supplemental indentures to Holders upon request. Any failure
\nof the Company to send such notice, or any defect therein, will not, however, in
\nany way impair or affect the validity of any such supplemental indenture or
\nwaiver.<\/p>\n

SECTION 9.03. Effect of Consent<\/u>.<\/em> (a) After an amendment,
\nsupplement or waiver becomes effective, it will bind every Holder of Notes of
\nthe series affected unless it is of the type requiring the consent of each
\nHolder affected. If the amendment, supplement or waiver is of the type requiring
\nthe consent of each Holder affected, the amendment, supplement or waiver will
\nbind each Holder that has consented to it and every subsequent Holder of a Note
\nthat evidences the same debt as the Note of the consenting Holder.<\/p>\n

(b) If an amendment, supplement or waiver changes the terms of a Note, the
\nTrustee may require the Holder to deliver it to the Trustee so that the Trustee
\nmay place an appropriate notation of the changed terms on the Note and return it
\nto the Holder, or exchange it for a new Note that reflects the changed terms.
\nThe Trustee may also place an appropriate<\/p>\n

49<\/p>\n

\n

notation on any Note thereafter authenticated. However, the effectiveness of
\nthe amendment, supplement or waiver is not affected by any failure to annotate
\nor exchange Notes in this fashion.<\/p>\n

SECTION 9.04. Trustee’s Rights and Obligations<\/u>. <\/em>The Trustee
\nshall be provided with, and will be fully protected in relying upon, an Opinion
\nof Counsel and an Officer’s Certificate each stating that the execution of any
\namendment, supplement or waiver authorized pursuant to this Article is
\nauthorized or permitted by the Indenture. Upon receipt of such an Opinion of
\nCounsel and Officer’s Certificate, it shall sign the amendment, supplement or
\nwaiver so long as the same does not adversely affect the rights of the Trustee.
\nThe Trustee may, but is not obligated to, execute any amendment, supplement or
\nwaiver that affects the Trustee’s own rights, duties or immunities under the
\nIndenture.<\/p>\n

SECTION 9.05. Conformity with Trust Indenture Act<\/u>.<\/em> Every
\nsupplemental indenture executed pursuant to this Article shall conform to the
\nrequirements of the Trust Indenture Act.<\/p>\n

SECTION 9.06. Payments for Consents<\/u>.<\/em> Neither the Company nor
\nany of its Subsidiaries or Affiliates may, directly or indirectly, pay or cause
\nto be paid any consideration, whether by way of interest, fee or otherwise, to
\nany Holder for or as an inducement to any consent, waiver or amendment of any of
\nthe terms or provisions of the Indenture with respect to any series of Notes or
\nthe Notes of that series unless such consideration is offered to be paid, or
\nagreed to be paid to all Holders of the Notes of that series that consent, waive
\nor agree to amend such term or provision within the time period set forth in the
\nsolicitation documents relating to the consent, waiver or amendment.<\/p>\n

ARTICLE 10 <\/strong><\/p>\n

MISCELLANEOUS <\/strong><\/p>\n

SECTION 10.01. Trust Indenture Act of 1939<\/u>. <\/em>The Indenture
\nshall incorporate and be governed by the provisions of the Trust Indenture Act
\nthat are required to be part of and to govern indentures qualified under the
\nTrust Indenture Act.<\/p>\n

SECTION 10.02. Noteholder Communications; Noteholder Actions<\/u>.<\/em>
\n(a) The rights of Holders to communicate with other Holders with respect to the
\nIndenture or the Notes are as provided by the Trust Indenture Act, and the
\nCompany and the Trustee shall comply with the requirements of Trust Indenture
\nAct Sections 312(a) and 312(b). Neither the Company nor the Trustee will be held
\naccountable by reason of any disclosure of information as to names and addresses
\nof Holders made pursuant to the Trust Indenture Act.<\/p>\n

(b) (i) Any request, demand, authorization, direction, notice, consent to
\namendment, supplement or waiver or other action provided by this Indenture to be
\ngiven or taken by a Holder (an “Act<\/strong>“) may be evidenced by an
\ninstrument signed by the Holder delivered to the Trustee. The fact and date of
\nthe execution of the instrument, or the authority of the person executing it,
\nmay be proved in any manner that the Trustee deems sufficient.<\/p>\n

50<\/p>\n

\n

(ii) The Trustee may make reasonable rules for action by or at a meeting of
\nHolders of Notes of any series, which will be binding on all the Holders of
\nNotes of that series.<\/p>\n

(c) Any Act by the Holder of any Note binds that Holder and every subsequent
\nHolder of a Note that evidences the same debt as the Note of the acting Holder,
\neven if no notation thereof appears on the Note. Subject to paragraph (d), a
\nHolder may revoke an Act as to its Notes, but only if the Trustee receives the
\nnotice of revocation before the date the amendment or waiver or other
\nconsequence of the act becomes effective.<\/p>\n

(d) The Company may, but is not obligated to, fix a record date (which need
\nnot be within the time limits otherwise prescribed by Trust Indenture Act
\nSection 316(c)) for the purpose of determining the Holders of Notes of any
\nseries entitled to Act with respect to any amendment or waiver or in any other
\nregard, except that during the continuance of an Event of Default with respect
\nto the Notes of that series, only the Trustee may set a record date as to
\nnotices of default, any declaration or acceleration or any other remedies or
\nother consequences of such Event of Default. If a record date is fixed with
\nrespect to the Notes of any series, those Persons that were Holders of Notes of
\nthat series at such record date and only those Persons will be entitled to act,
\nor to revoke any previous act, whether or not those Persons continue to be
\nHolders of Notes of that series after the record date. No Act will be valid or
\neffective for more than 90 days after the record date.<\/p>\n

SECTION 10.03. Notices<\/u>. <\/em>(a) Any notice or communication to
\nthe Company will be deemed given if in writing (i) when delivered in person or
\n(ii) five days after mailing when mailed by first class mail, or (iii) when sent
\nby facsimile transmission, with transmission confirmed. Any notice to the
\nTrustee will be effective only upon receipt. In each case the notice or
\ncommunication should be addressed as follows:<\/p>\n

if to the Company<\/em>:<\/p>\n

Dolphin Subsidiary II, Inc.<\/p>\n

c\/o The AES Corporation<\/p>\n

4300 Wilson Boulevard<\/p>\n

Arlington, VA 22203<\/p>\n

Fax: (703) 528-4510<\/p>\n

Attention: Corporate Secretary<\/p>\n

if to the Trustee:<\/em><\/p>\n

Wells Fargo Bank, N.A.<\/p>\n

MAC C9311-110<\/p>\n

625 Marquette Avenue<\/p>\n

Minneapolis, MN 55479<\/p>\n

Fax No.: (612) 667-9825<\/p>\n

Attention: Dolphin Subsidiary II Administrator<\/p>\n

The Company or the Trustee by notice to the other may designate additional or
\ndifferent addresses for subsequent notices or communications.<\/p>\n

51<\/p>\n

\n

(b) Except as otherwise expressly provided with respect to published notices,
\nany notice or communication to a Holder will be deemed given when mailed to the
\nHolder at its address as it appears on the Register by first class mail or, as
\nto any Global Note registered in the name of DTC or its nominee, to DTC by
\nelectronic mail in accordance with accepted practices at DTC. Copies of any
\nnotice or communication to a Holder, if given by the Company, will be mailed to
\nthe Trustee at the same time. Defect in mailing a notice or communication to any
\nparticular Holder will not affect its sufficiency with respect to other Holders.\n<\/p>\n

(c) Where the Indenture provides for notice, the notice may be waived in
\nwriting by the Person entitled to receive such notice, either before or after
\nthe event, and the waiver will be the equivalent of the notice. Waivers of
\nnotice by Holders must be filed with the Trustee, but such filing is not a
\ncondition precedent to the validity of any action taken in reliance upon such
\nwaivers.<\/p>\n

SECTION 10.04. Certificate and Opinion as to Conditions
\nPrecedent<\/u>.<\/em> Upon any request or application by the Company to the
\nTrustee to take any action under the Indenture, the Company will furnish to the
\nTrustee:<\/p>\n

(i) an Officers’ Certificate stating that, in the opinion of the signers, all
\nconditions precedent, if any, provided for in the Indenture relating to the
\nproposed action have been complied with; and<\/p>\n

(ii) an Opinion of Counsel stating that all such conditions precedent have
\nbeen complied with.<\/p>\n

SECTION 10.05. Statements Required in Certificate or Opinion<\/u>.
\n<\/em>Each certificate or opinion with respect to compliance with a condition or
\ncovenant provided for in the Indenture must include:<\/p>\n

(i) a statement that each person signing the certificate or opinion has read
\nthe covenant or condition and the related definitions;<\/p>\n

(ii) a brief statement as to the nature and scope of the examination or
\ninvestigation upon which the statement or opinion contained in the certificate
\nor opinion is based;<\/p>\n

(iii) a statement that, in the opinion of each such person, that person has
\nmade such examination or investigation as is necessary to enable the person to
\nexpress an informed opinion as to whether or not such covenant or condition has
\nbeen complied with; and<\/p>\n

(iv) a statement as to whether or not, in the opinion of each such person,
\nsuch condition or covenant has been complied with, provided<\/em> that an
\nOpinion of Counsel may rely on an Officers’ Certificate or certificates of
\npublic officials with respect to matters of fact.<\/p>\n

SECTION 10.06. Payment Date Other Than a Business Day<\/u>.<\/em> If any
\npayment with respect to a payment of any principal of, premium, if any, or
\ninterest on any Note (including<\/p>\n

52<\/p>\n

\n

any payment to be made on any date fixed for redemption or purchase of any
\nNote) is due on a day which is not a Business Day, then the payment need not be
\nmade on such date, but may be made on the next Business Day with the same force
\nand effect as if made on such date, and no interest will accrue for the
\nintervening period.<\/p>\n

SECTION 10.07. Governing Law<\/u>.<\/em> The Indenture and the Notes
\nshall be governed by, and construed in accordance with, the laws of the State of
\nNew York.<\/p>\n

SECTION 10.08. No Adverse Interpretation of Other Agreements<\/u>.<\/em>
\nThe Indenture may not be used to interpret another indenture or loan or debt
\nagreement of the Company or any Subsidiary of the Company, and no such indenture
\nor loan or debt agreement may be used to interpret the Indenture.<\/p>\n

SECTION 10.09. Successors<\/u>. <\/em>All agreements of the Company in
\nthe Indenture and the Notes will bind its successors. All agreements of the
\nTrustee in the Indenture will bind its successor.<\/p>\n

SECTION 10.10. Duplicate Originals<\/u>. The parties may sign any number of
\ncopies of the Indenture. Each signed copy shall be an original, but all of them
\ntogether represent the same agreement.<\/p>\n

SECTION 10.11. Separability<\/u>. <\/em>In case any provision in the
\nIndenture or in the Notes is invalid, illegal or unenforceable, the validity,
\nlegality and enforceability of the remaining provisions will not in any way be
\naffected or impaired thereby.<\/p>\n

SECTION 10.12. Table of Contents and Headings<\/u>. <\/em>The Table of
\nContents, Cross-Reference Table and headings of the Articles and Sections of the
\nIndenture have been inserted for convenience of reference only, are not to be
\nconsidered a part of the Indenture and in no way modify or restrict any of the
\nterms and provisions of the Indenture.<\/p>\n

SECTION 10.13. No Liability of Directors, Officers, Employees,
\nIncorporators and Stockholders<\/u>. <\/em>No director, officer, employee,
\nincorporator, member or stockholder of the Company, as such, will have any
\nliability for any obligations of the Company under the Notes, or the Indenture
\nor for any claim based on, in respect of, or by reason of, such obligations.
\nEach Holder of Notes by accepting a Note waives and releases all such liability.
\nThe waiver and release are part of the consideration for issuance of the Notes.\n<\/p>\n

SECTION 10.14. Waiver of Jury Trial<\/u>. EACH OF THE COMPANY AND THE
\nTRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
\nLAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
\nOR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.\n<\/p>\n

SECTION 10.15. Force Majeure<\/u>. <\/em>In no event shall the Trustee
\nbe responsible or liable for any failure or delay in the performance of its
\nobligations hereunder arising out of or caused by, directly or indirectly,
\nforces beyond its control, including, without limitation, strikes, work
\nstoppages, accidents, acts of war or terrorism, civil or military disturbances,
\nnuclear or natural catastrophes or acts of God, and interruptions, loss or
\nmalfunctions of utilities,<\/p>\n

53<\/p>\n

\n

communications or computer (software and hardware) services; it being
\nunderstood that the Trustee shall use reasonable efforts which are consistent
\nwith accepted practices in the banking industry to resume performance as soon as
\npracticable under the circumstances.<\/p>\n

54<\/p>\n

\n

SIGNATURES <\/strong><\/p>\n

IN WITNESS WHEREOF, the parties hereto have caused the Indenture to be duly
\nexecuted as of the date first written above.<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

DOLPHIN SUBSIDIARY II, INC.<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

as Issuer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Willard C. Hoagland, III<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Willard C. Hoagland, III<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Attest:<\/p>\n<\/td>\n<\/tr>\n

\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Edward Hall, III<\/p>\n<\/td>\n<\/tr>\n

\n

Name: Edward Hall, III<\/p>\n<\/td>\n<\/tr>\n

\n

Title: Vice President and Assistant Secretary<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

WELLS FARGO BANK, NATIONAL<\/strong><\/p>\n

ASSOCIATION<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

as Trustee<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Jayne Sillman<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Jayne Sillman<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Attest:<\/p>\n<\/td>\n<\/tr>\n

\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Rick Prokosch<\/p>\n<\/td>\n<\/tr>\n

\n

Name: Rick Prokosch<\/p>\n<\/td>\n<\/tr>\n

\n

Title: Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

55<\/p>\n

\n

EXHIBIT A-1 <\/strong><\/p>\n

[FACE OF 2016 NOTE]<\/p>\n

Dolphin Subsidiary II, Inc. <\/strong><\/p>\n

6.50% Senior Note Due 2016 <\/strong><\/p>\n

[CUSIP] [144A]: 256882AA9<\/p>\n

[ISIN] [144A]: US256882AA920<\/p>\n

[CUSIP] [Reg S]: U2544NAA3<\/p>\n

[ISIN] [Reg S]: USU2544NAA38<\/p>\n

No.<\/p>\n

$<\/p>\n

Dolphin Subsidiary II, Inc., a Delaware corporation (the
\n“Company<\/strong>“, which term includes any successor under the
\nIndenture hereinafter referred to), for value received, promises to pay to [Cede
\n& Co.], or its registered assigns, the principal sum of Dollars ($ ) [or
\nsuch other amount as indicated on the Schedule of Exchange of Notes attached
\nhereto] on October 15, 2016.<\/p>\n

Interest Rate<\/strong>: 6.50% per annum<\/p>\n

Interest Payment Dates<\/strong>: April 15 and October 15, commencing
\nApril 15, 2012.<\/p>\n

Regular Record Dates<\/strong>: April 1 and October 1.<\/p>\n

Reference is hereby made to the further provisions of this Note set forth on
\nthe reverse hereof, which will for all purposes have the same effect as if set
\nforth at this place.<\/p>\n

A-1<\/p>\n

\n

IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or
\nby facsimile by its duly authorized officer.<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

DOLPHIN SUBSIDIARY II, INC.<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Name:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Title:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-1<\/p>\n

\n

(Form of Trustee’s Certificate of Authentication)<\/p>\n

This is one of the 6.50% Senior Notes Due 2016 described in the Indenture
\nreferred to in this Note.<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Wells Fargo Bank, N.A.,<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

as Trustee<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Authorized Signatory<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Dated:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-2<\/p>\n

\n

[REVERSE SIDE OF 2016 NOTE]<\/p>\n

Dolphin Subsidiary II, Inc. <\/strong><\/p>\n

6.50% Senior Note Due 2016 <\/strong><\/p>\n\n\n\n
<\/td>\n\n

1.<\/p>\n<\/td>\n

\n

Principal and Interest<\/em>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Company promises to pay the principal of this Note on October 15, 2016.\n<\/p>\n

The Company promises to pay interest on the principal amount of this Note on
\neach interest payment date, as set forth on the face of this Note, and at
\nmaturity at the rate of 6.50% per annum.<\/p>\n

Interest will be payable semiannually (to the holders of record of the Notes
\nat the close of business on the April 1 or October 1 immediately preceding the
\ninterest payment date) on each interest payment date, commencing April 15, 2012.\n<\/p>\n

Interest on this Note will accrue from the most recent date to which interest
\nhas been paid on this Note (or, if there is no existing default in the payment
\nof interest and if this Note is authenticated between a regular record date and
\nthe next interest payment date, from such interest payment date) or, if no
\ninterest has been paid, from the Issue Date. Interest will be computed in the
\nbasis of a 360-day year of twelve 30-day months.<\/p>\n

The Company will pay interest on overdue principal, premium, if any, and, to
\nthe extent lawful, interest at a rate per annum that is 1% in excess of 6.50%.
\nInterest not paid when due and any interest on principal, premium or interest
\nnot paid when due will be paid to the Persons that are Holders on a special
\nrecord date, which will be the 15th day preceding the date fixed by the Company
\nfor the payment of such interest, whether or not such day is a Business Day. At
\nleast 15 days before a special record date, the Company will send to each Holder
\nand to the Trustee a notice that sets forth the special record date, the payment
\ndate and the amount of interest to be paid.<\/p>\n\n\n\n
<\/td>\n\n

2.<\/p>\n<\/td>\n

\n

Indenture<\/em>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

This is one of the series of Notes designated as “6.50% Senior Notes due
\n2016” (the “2016 Notes<\/strong>“) issued under an indenture dated as of
\nOctober 3, 2011 (as amended from time to time) (the
\n“Indenture<\/strong>“) between the Company and Wells Fargo Bank, N.A., as
\nTrustee, (the “Trustee<\/strong>“). Another series of Notes designated as
\n“7.25% Senior Notes due 2021” (the “2021 Notes<\/strong>“) has also been
\nissued under the Indenture. Capitalized terms used herein are used as defined in
\nthe Indenture unless otherwise indicated. The terms of the Notes include those
\nstated in the Indenture and those made part of the Indenture by reference to the
\nTrust Indenture Act. The Notes are subject to all such terms, and Holders are
\nreferred to the Indenture and the Trust Indenture Act for a statement of all
\nsuch terms. To the extent permitted by applicable law, in the event of any
\ninconsistency between the terms of this Note and the terms of the Indenture, the
\nterms of the Indenture will control.<\/p>\n

A-3<\/p>\n

\n

The Notes are general unsubordinated obligations of the Company. The
\nIndenture limits the original aggregate principal amount of the 2016 Notes to
\n$450,000,000, and the original aggregate principal amount of the 2021 Notes to
\n$800,000,000, but Additional Notes may be issued pursuant to the Indenture, and
\nthe originally issued Notes and all such Additional Notes will be considered the
\nsame series of Notes. Depending on the circumstances, the Indenture provides
\nthat each series of Notes shall vote as a separate class or that both series of
\nNotes will vote together as a single class.<\/p>\n\n\n\n
<\/td>\n\n

3.<\/p>\n<\/td>\n

\n

Repurchase of Notes Upon a Change of Control<\/em>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Upon the occurrence of a Change of Control Triggering Event, the Holder of
\nthis Note will have the right to require the Company to repurchase all or any
\npart (no note of a principal amount of $2,000 or less will be repurchased in
\npart) of this Note at a repurchase price in cash equal to 101% of the principal
\namount of this Note plus accrued and unpaid interest, if any, to the date of
\nrepurchase, as further described in the Indenture.<\/p>\n\n\n\n
<\/td>\n\n

4.<\/p>\n<\/td>\n

\n

Redemption; Discharge Prior to Redemption or Maturity<\/em>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

This Note is subject to optional redemption, as further described in the
\nIndenture. There is no sinking fund or mandatory redemption applicable to this
\nNote.<\/p>\n

If the Company deposits with the Trustee money or U.S. Government Obligations
\nsufficient to pay the then outstanding principal of, premium, if any, and
\naccrued interest on the Notes of any series to redemption or maturity, the
\nCompany may in certain circumstances be discharged from the Indenture with
\nrespect to the Notes of such series or may be discharged from certain of its
\nobligations under certain provisions of the Indenture with respect to the Notes
\nof such series.<\/p>\n\n\n\n
<\/td>\n\n

5.<\/p>\n<\/td>\n

\n

Special Mandatory Redemption<\/em>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If (i) prior to September 30, 2012 the Company shall have determined in its
\ndiscretion that the Escrow Release Conditions cannot be satisfied by such date
\nand shall have provided Redemption Notice, acknowledged by the Trustee, to the
\nEscrow Agent setting forth the date (the “Special Mandatory Redemption
\nDate<\/strong>“) on which a Special Mandatory Redemption will occur; or (ii) the
\nEscrow Property shall not have been released pursuant to the terms of the Escrow
\nAgreement by 11:59 p.m. on September 30, 2012, the Company shall deliver, within
\nthree (3) Business Days after September 30, 2012, in the case of clause (ii)
\nabove, a Redemption Notice, acknowledged by the Trustee, to the Escrow Agent
\nsetting forth the Special Mandatory Redemption Date. On the Special Mandatory
\nRedemption Date the Company shall redeem the Notes at a price equal to the sum
\nof 101% of the issue price of the Notes to be redeemed plus<\/em> accrued and
\nunpaid interest on the Notes of that series from the Issue Date of the Notes of
\nthat series up to, but not including, the Special Mandatory Redemption Date.\n<\/p>\n\n\n\n
<\/td>\n\n

6.<\/p>\n<\/td>\n

\n

Registered Form; Denominations; Transfer; Exchange<\/em>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Notes are in registered form without coupons in minimum denominations of
\n$2,000 principal amount and integral multiples of $1,000 in excess thereof. A
\nHolder may<\/p>\n

A-4<\/p>\n

\n

register the transfer or exchange of Notes in accordance with the Indenture.
\nThe Trustee may require a Holder to furnish appropriate endorsements and
\ntransfer documents and to pay any taxes and fees required by law or permitted by
\nthe Indenture. Pursuant to the Indenture, there are certain periods during which
\nthe Trustee will not be required to issue, register the transfer of or exchange
\nany Note or certain portions of a Note.<\/p>\n\n\n\n
<\/td>\n\n

7.<\/p>\n<\/td>\n

\n

Defaults and Remedies<\/em>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If an Event of Default, as defined in the Indenture, with respect to the
\nNotes of any series occurs and is continuing, the Trustee or the Holders of at
\nleast 25% in principal amount of the Notes of that series may declare all the
\nNotes of that series to be due and payable. If a bankruptcy or insolvency
\ndefault with respect to the Company occurs and is continuing, the Notes
\nautomatically become due and payable. Holders of the Notes of any series may not
\nenforce the Indenture or the Notes of such series except as provided in the
\nIndenture. The Trustee may require indemnity satisfactory to it before it
\nenforces the Indenture or Notes of any series. Subject to certain limitations,
\nHolders of a majority in principal amount of the Notes of any series then
\noutstanding may direct the Trustee in its exercise of remedies.<\/p>\n\n\n\n
<\/td>\n\n

8.<\/p>\n<\/td>\n

\n

Amendment and Waiver<\/em>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Subject to certain exceptions, the Indenture with respect to the Notes of any
\nseries and such Notes may be amended, or default may be waived, with the consent
\nof the Holders of a majority in principal amount of the outstanding Notes of
\nthat series. Without notice to or the consent of any Holder, the Company and the
\nTrustee may amend or supplement the Indenture or the Notes of any series to,
\namong other things, cure any ambiguity, defect or inconsistency.<\/p>\n\n\n\n
<\/td>\n\n

9.<\/p>\n<\/td>\n

\n

Authentication<\/em>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

This Note is not valid until the Trustee (or Authenticating Agent) signs the
\ncertificate of authentication on the other side of this Note.<\/p>\n\n\n\n
<\/td>\n\n

10.<\/p>\n<\/td>\n

\n

Abbreviations<\/em>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Customary abbreviations may be used in the name of a Holder or an assignee,
\nsuch as: TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT
\nTEN (= joint tenants with right of survivorship and not as tenants in common),
\nCUST (= Custodian) and U\/G\/M\/A\/ (=Uniform Gifts to Minors Act).<\/p>\n

The Company will furnish a copy of the Indenture to any Holder upon written
\nrequest and without charge.<\/p>\n

A-5<\/p>\n

\n

[FORM OF TRANSFER NOTICE]<\/p>\n

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
\nassign(s) and transfer(s) unto<\/p>\n

Insert Taxpayer Identification No.<\/p>\n

Please print or typewrite name and address including zip code
\nof assignee<\/p>\n

the within Note and all rights thereunder, hereby irrevocably
\nconstituting and appointing<\/p>\n

attorney to transfer said Note on the books of the Company with full power of
\nsubstitution in the premises.<\/p>\n

A-6<\/p>\n

\n

[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL<\/p>\n

CERTIFICATES BEARING A RESTRICTED LEGEND]<\/p>\n

In connection with any transfer of this Note occurring prior to October 3,
\n2012, the undersigned confirms that such transfer is made without utilizing any
\ngeneral solicitation or general advertising and further as follows:<\/p>\n

Check One <\/em><\/p>\n

\u00a8 (1) This Note is being transferred to a “qualified institutional buyer” in
\ncompliance with Rule 144A under the Securities Act of 1933, as amended and
\ncertification in the form of Exhibit E to the Indenture is being furnished
\nherewith.<\/p>\n

\u00a8 (2) This Note is being transferred to a Non-U.S. Person in compliance with
\nthe exemption from registration under the Securities Act of 1933, as amended,
\nprovided by Regulation S thereunder, and certification in the form of Exhibit D
\nto the Indenture is being furnished herewith.<\/p>\n

or <\/em><\/p>\n

\u00a8 (3) This Note is being transferred other than in accordance with (1) or (2)
\nabove and documents are being furnished which comply with the conditions of
\ntransfer set forth in this Note and the Indenture. If none of the foregoing
\nboxes is checked, the Trustee is not obligated to register this Note in the name
\nof any Person other than the Holder hereof unless and until the conditions to
\nany such transfer of registration set forth herein and in the Indenture have
\nbeen satisfied.<\/p>\n

Date:<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Seller<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

NOTICE: The signature to this assignment must correspond with the name as
\nwritten upon the face of the within-mentioned instrument in every particular,
\nwithout alteration or any change whatsoever.<\/p>\n

Signature <\/strong><\/p>\n

Guarantee:1<\/sup><\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

To be executed by an executive officer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

1<\/sup><\/p>\n<\/td>\n

\n

Signatures must be guaranteed by an “eligible guarantor
\ninstitution<\/strong>” meeting the requirements of the Registrar, which
\nrequirements include membership or participation in the Note Transfer Agent
\nMedallion Program (“STAMP<\/strong>“) or such other “signature
\nguarantee program<\/strong>” as may be determined by the Registrar in addition
\nto, or in substitution for, STAMP, all in accordance with the Securities
\nExchange Act of 1934, as amended.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-7<\/p>\n

\n

OPTION OF HOLDER TO ELECT PURCHASE<\/p>\n

If you wish to have this Note purchased by the Company pursuant to a Change
\nof Control Offer pursuant to Section 4.07 of the Indenture, check the Box:<\/p>\n

\u00a8<\/p>\n

If you wish to have a portion of this Note purchased by the Company pursuant
\nto a Change of Control Offer pursuant to Section 4.07 of the Indenture, state
\nthe amount (in principal amount): $ <\/u>.<\/p>\n

Date:<\/p>\n

Your Signature: <\/u><\/p>\n

(Sign exactly as your name appears on the other side of this
\nNote)<\/p>\n

Signature Guarantee:2<\/sup><\/p>\n\n\n\n
\n

2<\/sup><\/p>\n<\/td>\n

\n

Signatures must be guaranteed by an “eligible guarantor
\ninstitution<\/strong>” meeting the requirements of the Registrar, which
\nrequirements include membership or participation in the Note Transfer agent
\nMedallion Program (“STAMP<\/strong>“) or such other “signature
\nguarantee program<\/strong>” as may be determined by the Registrar in addition
\nto, or in substitution for, STAMP, all in accordance with the Securities
\nExchange Act of 1934, as amended.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-8<\/p>\n

\n

EXHIBIT A-2 <\/strong><\/p>\n

[FACE OF 2021 NOTE]<\/p>\n

Dolphin Subsidiary II, Inc. <\/strong><\/p>\n

7.25% Senior Note Due 2021 <\/strong><\/p>\n

[CUSIP] [144A]: 256882AC5<\/p>\n

[ISIN] [144A]: US256882AC56<\/p>\n

[CUSIP] [Reg S]: U2544NAB1<\/p>\n

[ISIN] [Reg S]: USU2544NAB11<\/p>\n

No.<\/p>\n

$<\/p>\n

Dolphin Subsidiary II, Inc., a Delaware corporation (the
\n“Company<\/strong>“, which term includes any successor under the
\nIndenture hereinafter referred to), for value received, promises to pay to [Cede
\n& Co.], or its registered assigns, the principal sum of Dollars ($ ) [or
\nsuch other amount as indicated on the Schedule of Exchange of Notes attached
\nhereto] on October 15, 2021.<\/p>\n

Interest Rate<\/strong>: 7.25% per annum<\/p>\n

Interest Payment Dates<\/strong>: April 15 and October 15, commencing
\nApril 15, 2012.<\/p>\n

Regular Record Dates<\/strong>: April 1 and October 1.<\/p>\n

Reference is hereby made to the further provisions of this Note set forth on
\nthe reverse hereof, which will for all purposes have the same effect as if set
\nforth at this place.<\/p>\n

A-1<\/p>\n

\n

IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or
\nby facsimile by its duly authorized officer.<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

DOLPHIN SUBSIDIARY II, INC.<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Name:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Title:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-1<\/p>\n

\n

(Form of Trustee’s Certificate of Authentication)<\/p>\n

This is one of the 7.25% Senior Notes Due 2021 described in the Indenture
\nreferred to in this Note.<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Wells Fargo Bank, N.A.,<\/strong><\/p>\n

as Trustee<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Authorized Signatory<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Dated:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-2<\/p>\n

\n

[REVERSE SIDE OF 2021 NOTE]<\/p>\n

Dolphin Subsidiary II, Inc. <\/strong><\/p>\n

7.25% Senior Note Due 2021 <\/strong><\/p>\n\n\n\n
<\/td>\n\n

1.<\/p>\n<\/td>\n

\n

Principal and Interest.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Company promises to pay the principal of this Note on October 15, 2021.\n<\/p>\n

The Company promises to pay interest on the principal amount of this Note on
\neach interest payment date, as set forth on the face of this Note, and at
\nmaturity at the rate of 7.25% per annum.<\/p>\n

Interest will be payable semiannually (to the holders of record of the Notes
\nat the close of business on the April 1 or October 1 immediately preceding the
\ninterest payment date) on each interest payment date, commencing April 15, 2021.\n<\/p>\n

Interest on this Note will accrue from the most recent date to which interest
\nhas been paid on this Note (or, if there is no existing default in the payment
\nof interest and if this Note is authenticated between a regular record date and
\nthe next interest payment date, from such interest payment date) or, if no
\ninterest has been paid, from the Issue Date. Interest will be computed in the
\nbasis of a 360-day year of twelve 30-day months.<\/p>\n

The Company will pay interest on overdue principal, premium, if any, and, to
\nthe extent lawful, interest at a rate per annum that is 1% in excess of 7.25%.
\nInterest not paid when due and any interest on principal, premium or interest
\nnot paid when due will be paid to the Persons that are Holders on a special
\nrecord date, which will be the 15th day preceding the date fixed by the Company
\nfor the payment of such interest, whether or not such day is a Business Day. At
\nleast 15 days before a special record date, the Company will send to each Holder
\nand to the Trustee a notice that sets forth the special record date, the payment
\ndate and the amount of interest to be paid.<\/p>\n\n\n\n
<\/td>\n\n

2.<\/p>\n<\/td>\n

\n

Indenture<\/em>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

This is one of the series of Notes designated as “7.25% Senior Notes due
\n2021” (the “2021 Notes<\/strong>“) issued under an indenture dated as of
\nOctober 3, 2011 (as amended from time to time) (the
\n“Indenture<\/strong>“) between the Company and Wells Fargo Bank, N.A., as
\nTrustee, (the “Trustee<\/strong>“). Another series of Notes designated as
\n“6.50% Senior Notes due 2016” (the “2016 Notes<\/strong>“) has also been
\nissued under the Indenture. Capitalized terms used herein are used as defined in
\nthe Indenture unless otherwise indicated. The terms of the Notes include those
\nstated in the Indenture and those made part of the Indenture by reference to the
\nTrust Indenture Act. The Notes are subject to all such terms, and Holders are
\nreferred to the Indenture and the Trust Indenture Act for a statement of all
\nsuch terms. To the extent permitted by applicable law, in the event of any
\ninconsistency between the terms of this Note and the terms of the Indenture, the
\nterms of the Indenture will control.<\/p>\n

A-3<\/p>\n

\n

The Notes are general unsubordinated obligations of the Company. The
\nIndenture limits the original aggregate principal amount of the 2021 Notes to
\n$800,000,000, and the original aggregate principal amount of the 2016 Notes to
\n$450,000,000, but Additional Notes may be issued pursuant to the Indenture, and
\nthe originally issued Notes of each series and all such Additional Notes of such
\nseries will be considered the same series of Notes. Depending on the
\ncircumstances, the Indenture provides that each series of Notes shall vote as a
\nseparate class or that both series of Notes will vote together as a single
\nclass.<\/p>\n\n\n\n
<\/td>\n\n

3.<\/p>\n<\/td>\n

\n

Repurchase of Notes Upon a Change of Control<\/em>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Upon the occurrence of a Change of Control Triggering Event, the Holder of
\nthis Note will have the right to require the Company to repurchase all or any
\npart (no note of a principal amount of $2,000 or less will be repurchased in
\npart) of this Note at a repurchase price in cash equal to 101% of the principal
\namount of this Note plus accrued and unpaid interest, if any, to the date of
\nrepurchase, as further described in the Indenture.<\/p>\n\n\n\n
<\/td>\n\n

4.<\/p>\n<\/td>\n

\n

Redemption; Discharge Prior to Redemption or Maturity<\/em>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

This Note is subject to optional redemption, as further described in the
\nIndenture. There is no sinking fund or mandatory redemption applicable to this
\nNote.<\/p>\n

If the Company deposits with the Trustee money or U.S. Government Obligations
\nsufficient to pay the then outstanding principal of, premium, if any, and
\naccrued interest on the Notes of any series to redemption or maturity, the
\nCompany may in certain circumstances be discharged from the Indenture with
\nrespect to the Notes of such series or may be discharged from certain of its
\nobligations under certain provisions of the Indenture with respect to the Notes
\nof such series.<\/p>\n\n\n\n
<\/td>\n\n

5.<\/p>\n<\/td>\n

\n

Special Mandatory Redemption<\/em>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If (i) prior to September 30, 2012 the Company shall have determined in its
\ndiscretion that the Escrow Release Conditions cannot be satisfied by such date
\nand shall have provided Redemption Notice, acknowledged by the Trustee, to the
\nEscrow Agent setting forth the date (the “Special Mandatory Redemption
\nDate<\/strong>“) on which a Special Mandatory Redemption will occur; or (ii) the
\nEscrow Property shall not have been released pursuant to the terms of the Escrow
\nAgreement by 11:59 p.m. on September 30, 2012, the Company shall deliver, within
\nthree (3) Business Days after September 30, 2012, in the case of clause (ii)
\nabove, a Redemption Notice, acknowledged by the Trustee, to the Escrow Agent
\nsetting forth the Special Mandatory Redemption Date. On the Special Mandatory
\nRedemption Date the Company shall redeem the Notes at a price equal to the sum
\nof 101% of the issue price of the Notes to be redeemed plus<\/em> accrued and
\nunpaid interest on the Notes of that series from the Issue Date of the Notes of
\nthat series up to, but not including, the Special Mandatory Redemption Date.\n<\/p>\n\n\n\n
<\/td>\n\n

6.<\/p>\n<\/td>\n

\n

Registered Form; Denominations; Transfer; Exchange<\/em>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Notes are in registered form without coupons in minimum denominations of
\n$2,000 principal amount and integral multiples of $1,000 in excess thereof. A
\nHolder may<\/p>\n

A-4<\/p>\n

\n

register the transfer or exchange of Notes in accordance with the Indenture.
\nThe Trustee may require a Holder to furnish appropriate endorsements and
\ntransfer documents and to pay any taxes and fees required by law or permitted by
\nthe Indenture. Pursuant to the Indenture, there are certain periods during which
\nthe Trustee will not be required to issue, register the transfer of or exchange
\nany Note or certain portions of a Note.<\/p>\n\n\n\n
<\/td>\n\n

7.<\/p>\n<\/td>\n

\n

Defaults and Remedies<\/em>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If an Event of Default, as defined in the Indenture, with respect to the
\nNotes of any series occurs and is continuing, the Trustee or the Holders of at
\nleast 25% in principal amount of the Notes of that series may declare all the
\nNotes of that series to be due and payable. If a bankruptcy or insolvency
\ndefault with respect to the Company occurs and is continuing, the Notes
\nautomatically become due and payable. Holders of the Notes of any series may not
\nenforce the Indenture or the Notes of such series except as provided in the
\nIndenture. The Trustee may require indemnity satisfactory to it before it
\nenforces the Indenture or Notes of any series. Subject to certain limitations,
\nHolders of a majority in principal amount of the Notes of any series then
\noutstanding may direct the Trustee in its exercise of remedies.<\/p>\n\n\n\n
<\/td>\n\n

8.<\/p>\n<\/td>\n

\n

Amendment and Waiver<\/em>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Subject to certain exceptions, the Indenture with respect to the Notes of any
\nseries and such Notes may be amended, or default may be waived, with the consent
\nof the Holders of a majority in principal amount of the outstanding Notes of
\nthat series. Without notice to or the consent of any Holder, the Company and the
\nTrustee may amend or supplement the Indenture or the Notes of any series to,
\namong other things, cure any ambiguity, defect or inconsistency.<\/p>\n\n\n\n
<\/td>\n\n

9.<\/p>\n<\/td>\n

\n

Authentication<\/em>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

This Note is not valid until the Trustee (or Authenticating Agent) signs the
\ncertificate of authentication on the other side of this Note.<\/p>\n\n\n\n
<\/td>\n\n

10.<\/p>\n<\/td>\n

\n

Abbreviations<\/em>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Customary abbreviations may be used in the name of a Holder or an assignee,
\nsuch as: TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT
\nTEN (= joint tenants with right of survivorship and not as tenants in common),
\nCUST (= Custodian) and U\/G\/M\/A\/ (=Uniform Gifts to Minors Act).<\/p>\n

The Company will furnish a copy of the Indenture to any Holder upon written
\nrequest and without charge.<\/p>\n

A-5<\/p>\n

\n

[FORM OF TRANSFER NOTICE]<\/p>\n

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
\nassign(s) and transfer(s) unto<\/p>\n

Insert Taxpayer Identification No.<\/p>\n

Please print or typewrite name and address including zip code
\nof assignee<\/p>\n

the within Note and all rights thereunder, hereby irrevocably
\nconstituting and appointing<\/p>\n

attorney to transfer said Note on the books of the Company with full power of
\nsubstitution in the premises.<\/p>\n

A-6<\/p>\n

\n

[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL<\/p>\n

CERTIFICATES BEARING A RESTRICTED LEGEND]<\/p>\n

In connection with any transfer of this Note occurring prior to October 3,
\n2012, the undersigned confirms that such transfer is made without utilizing any
\ngeneral solicitation or general advertising and further as follows:<\/p>\n

Check One <\/em><\/p>\n

\u00a8 (1) This Note is being transferred to a “qualified institutional buyer” in
\ncompliance with Rule 144A under the Securities Act of 1933, as amended and
\ncertification in the form of Exhibit E to the Indenture is being furnished
\nherewith.<\/p>\n

\u00a8 (2) This Note is being transferred to a Non-U.S. Person in compliance with
\nthe exemption from registration under the Securities Act of 1933, as amended,
\nprovided by Regulation S thereunder, and certification in the form of Exhibit D
\nto the Indenture is being furnished herewith.<\/p>\n

or <\/em><\/p>\n

\u00a8 (3) This Note is being transferred other than in accordance with (1) or (2)
\nabove and documents are being furnished which comply with the conditions of
\ntransfer set forth in this Note and the Indenture. If none of the foregoing
\nboxes is checked, the Trustee is not obligated to register this Note in the name
\nof any Person other than the Holder hereof unless and until the conditions to
\nany such transfer of registration set forth herein and in the Indenture have
\nbeen satisfied.<\/p>\n

Date:<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Seller<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

NOTICE: The signature to this assignment must correspond with the name as
\nwritten upon the face of the within-mentioned instrument in every particular,
\nwithout alteration or any change whatsoever.<\/p>\n

Signature <\/strong><\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Guarantee:3<\/sup><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

To be executed by an executive officer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

3<\/sup><\/p>\n<\/td>\n

\n

Signatures must be guaranteed by an “eligible guarantor
\ninstitution<\/strong>” meeting the requirements of the Registrar, which
\nrequirements include membership or participation in the Note Transfer Agent
\nMedallion Program (“STAMP<\/strong>“) or such other “signature
\nguarantee program<\/strong>” as may be determined by the Registrar in addition
\nto, or in substitution for, STAMP, all in accordance with the Securities
\nExchange Act of 1934, as amended.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-7<\/p>\n

\n

OPTION OF HOLDER TO ELECT PURCHASE<\/p>\n

If you wish to have this Note purchased by the Company pursuant to a Change
\nof Control Offer pursuant to Section 4.07 of the Indenture, check the Box:<\/p>\n

\u00a8<\/p>\n

If you wish to have a portion of this Note purchased by the Company pursuant
\nto a Change of Control Offer pursuant to Section 4.07 of the Indenture, state
\nthe amount (in principal amount): $ .<\/p>\n

Date:<\/p>\n

Your Signature:<\/p>\n

(Sign exactly as your name appears on the other side of this
\nNote)<\/p>\n

Signature Guarantee:4<\/sup><\/p>\n\n\n\n
\n

4<\/sup><\/p>\n<\/td>\n

\n

Signatures must be guaranteed by an “eligible guarantor
\ninstitution<\/strong>” meeting the requirements of the Registrar, which
\nrequirements include membership or participation in the Note Transfer agent
\nMedallion Program (“STAMP<\/strong>“) or such other “signature
\nguarantee program<\/strong>” as may be determined by the Registrar in addition
\nto, or in substitution for, STAMP, all in accordance with the Securities
\nExchange Act of 1934, as amended.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-8<\/p>\n

\n

EXHIBIT B <\/strong><\/p>\n

RESTRICTED LEGEND <\/strong><\/p>\n

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
\nAMENDED (THE “SECURITIES ACT<\/strong>“) AND, ACCORDINGLY, MAY NOT BE
\nOFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO,
\nOR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE
\nFOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST
\nHEREIN, THE HOLDER<\/p>\n

(1) REPRESENTS THAT<\/p>\n

(A) IT IS A “QUALIFIED INSTITUTIONAL BUYER<\/strong>” (AS DEFINED IN
\nRULE 144A UNDER THE SECURITIES ACT) (A “QIB<\/strong>“) OR<\/p>\n

(B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS NOTE FOR THE ACCOUNT OR
\nBENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION
\nIN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT,<\/p>\n

(2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE
\n144 UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS
\nNOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT<\/p>\n

(A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF,<\/p>\n

(B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB PURCHASING FOR
\nITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE WITH RULE 144A UNDER
\nTHE SECURITIES ACT,<\/p>\n

(C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
\nRULE 904 UNDER THE SECURITIES ACT,<\/p>\n

(D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER
\nTHE SECURITIES ACT (IF AVAILABLE) OR<\/p>\n

(E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
\nAND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND<\/p>\n

(3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN
\nINTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
\nLEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN
\nWITHIN THE TIME PERIOD<\/p>\n

B-1<\/p>\n

\n

REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE
\nREVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS
\nCERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,”
\n“UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF
\nREGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION
\nREQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN
\nVIOLATION OF THE FOREGOING RESTRICTIONS.<\/p>\n

B-2<\/p>\n

\n

EXHIBIT C <\/strong><\/p>\n

DTC LEGEND <\/strong><\/p>\n

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
\nDEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC<\/strong>“), TO
\nTHE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
\nANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
\nOTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
\nPAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
\nAUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
\nVALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
\nOWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.<\/p>\n

TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
\nPART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
\nSUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO
\nTRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.<\/p>\n

C-1<\/p>\n

\n

EXHIBIT D <\/strong><\/p>\n

Regulation S Certificate <\/strong><\/p>\n

,<\/p>\n

Wells Fargo Bank, N.A.<\/p>\n

[ADDRESS OF TRUSTEE]<\/p>\n

Attention: [ <\/u>]<\/p>\n\n\n\n
<\/td>\n\n

Re:<\/p>\n<\/td>\n

\n

Dolphin Subsidiary II, Inc.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n<\/td>\n\n

[6.50% Senior Notes due 2016 (the “Notes<\/strong>“)]<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n<\/td>\n\n

[7.25% Senior Notes due 2021 (the “Notes<\/strong>“)]<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n<\/td>\n\n

Issued under the Indenture (the “Indenture<\/strong>“) dated as<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n<\/td>\n\n

of October 3, 2011, relating to the Notes<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Dear Sirs:<\/p>\n

Terms are used in this Certificate as used in Regulation S
\n(“Regulation S<\/strong>“) under the Securities Act of 1933, as amended
\n(the “Securities Act<\/strong>“), except as otherwise stated herein.<\/p>\n

[CHECK A OR B AS APPLICABLE<\/em>.]<\/p>\n

\u00a8 A. This Certificate relates to our proposed transfer of $ principal amount
\nof Notes issued under the Indenture. We hereby certify as follows:<\/p>\n

1. The offer and sale of the Notes was not and will not be made to a person
\nin the United States (unless such person is excluded from the definition of
\n“U.S. person<\/strong>” pursuant to Rule 902(k)(2)(vi) or the account
\nheld by it for which it is acting is excluded from the definition of
\n“U.S. person<\/strong>” pursuant to Rule 902(k)(2)(i) under the
\ncircumstances described in Rule 902(g)(3)) and such offer and sale was not and
\nwill not be specifically targeted at an identifiable group of U.S. citizens
\nabroad.<\/p>\n

2. Unless the circumstances described in the parenthetical in paragraph 1
\nabove are applicable, either (a) at the time the buy order was originated, the
\nbuyer was outside the United States or we and any person acting on our behalf
\nreasonably believed that the buyer was outside the United States or (b) the
\ntransaction was executed in, on or through the facilities of a designated
\noffshore securities market, and neither we nor any person acting on our behalf
\nknows that the transaction was pre-arranged with a buyer in the United States.\n<\/p>\n

3. Neither we, any of our affiliates, nor any person acting on our or their
\nbehalf has made any directed selling efforts in the United States with respect
\nto the Notes.<\/p>\n

4. The proposed transfer of Notes is not part of a plan or scheme to evade
\nthe registration requirements of the Securities Act.<\/p>\n

5. If we are a dealer or a person receiving a selling concession, fee or
\nother remuneration in respect of the Notes, and the proposed transfer takes
\nplace during the Restricted<\/p>\n

D-1<\/p>\n

\n

Period (as defined in the Indenture), or we are an officer or director of the
\nCompany or an Initial Purchaser (as defined in the Indenture), we certify that
\nthe proposed transfer is being made in accordance with the provisions of Rule
\n904(b) of Regulation S.<\/p>\n

\u00a8 B. This Certificate relates to our proposed exchange of $ principal amount
\nof Notes issued under the Indenture for an equal principal amount of Notes to be
\nheld by us. We hereby certify as follows:<\/p>\n

1. At the time the offer and sale of the Notes was made to us, either (i) we
\nwere not in the United States or (ii) we were excluded from the definition of
\n“U.S. person” pursuant to Rule 902(k)(2)(vi) or the account held by us for which
\nwe were acting was excluded from the definition of “U.S. person” pursuant to
\nRule 902(k)(2)(i) under the circumstances described in Rule 902(g)(3); and we
\nwere not a member of an identifiable group of U.S. citizens abroad.<\/p>\n

2. Unless the circumstances described in paragraph 1(ii) above are
\napplicable, either (a) at the time our buy order was originated, we were outside
\nthe United States or (b) the transaction was executed in, on or through the
\nfacilities of a designated offshore securities market and we did not prearrange
\nthe transaction in the United States.<\/p>\n

3. The proposed exchange of Notes is not part of a plan or scheme to evade
\nthe registration requirements of the Securities Act.<\/p>\n

You and the Company are entitled to rely upon this Certificate and are
\nirrevocably authorized to produce this Certificate or a copy hereof to any
\ninterested party in any administrative or legal proceeding or official inquiry
\nwith respect to the matters covered hereby.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Very truly yours,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

[NAME OF SELLER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]<\/strong>\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Name:<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n<\/tr>\n

\n

Address:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Date:<\/p>\n

D-2<\/p>\n

\n

EXHIBIT E <\/strong><\/p>\n

Rule 144A Certificate <\/strong><\/p>\n

,<\/p>\n

Wells Fargo Bank, N.A.<\/p>\n

[ADDRESS OF TRUSTEE]<\/p>\n

Attention: [ <\/u>]<\/p>\n

Re: Dolphin Subsidiary II, Inc.<\/p>\n

[6.50% Senior Notes due 2016 (the “Notes<\/strong>“)]<\/p>\n

[7.25% Senior Notes due 2021 (the “Notes<\/strong>“)]<\/p>\n

Issued under the Indenture (the “Indenture<\/strong>“) dated as<\/p>\n

of October 3, 2011, relating to the Notes<\/p>\n

Ladies and Gentlemen:<\/p>\n

TO BE COMPLETED BY PURCHASER IF (1) ABOVE IS CHECKED.<\/p>\n

This Certificate relates to:<\/p>\n

[CHECK A OR B AS APPLICABLE.] <\/em><\/p>\n

\u00a8 A. Our proposed purchase of $ principal amount of Notes issued under the
\nIndenture.<\/p>\n

\u00a8 B. Our proposed exchange of $ principal amount of Notes issued under the
\nIndenture for an equal principal amount of Notes to be held by us.<\/p>\n

We and, if applicable, each account for which we are acting in the aggregate
\nowned and invested more than $100,000,000 in securities of issuers that are not
\naffiliated with us (or such accounts, if applicable), as of , 20 , which is a
\ndate on or since close of our most recent fiscal year. We and, if applicable,
\neach account for which we are acting, are a qualified institutional buyer within
\nthe meaning of Rule 144A (“Rule 144A<\/strong>“) under the Securities Act
\nof 1933, as amended (the “Securities Act<\/strong>“). If we are acting on
\nbehalf of an account, we exercise sole investment discretion with respect to
\nsuch account. We are aware that the transfer of Notes to us, or such exchange,
\nas applicable, is being made in reliance upon the exemption from the provisions
\nof Section 5 of the Securities Act provided by Rule 144A. Prior to the date of
\nthis Certificate we have received such information regarding the Company as we
\nhave requested pursuant to Rule 144A(d)(4) or have determined not to request
\nsuch information.<\/p>\n

You and the Company are entitled to rely upon this Certificate and are
\nirrevocably authorized to produce this Certificate or a copy hereof to any
\ninterested party in any administrative or legal proceeding or official inquiry
\nwith respect to the matters covered hereby.<\/p>\n

E-1<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Very truly yours,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

[NAME OF PURCHASER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]<\/strong>\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Name:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Title:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Address:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Date:<\/p>\n

E-2<\/p>\n

\n

EXHIBIT F <\/strong><\/p>\n

[COMPLETE FORM I OR FORM II AS APPLICABLE.] <\/strong>\n<\/p>\n

[FORM I] <\/strong><\/p>\n

Certificate of Beneficial Ownership <\/strong><\/p>\n\n\n\n
\n

To:<\/p>\n<\/td>\n

\n

Wells Fargo Bank, N.A.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

[ADDRESS OF TRUSTEE]<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

Attention: [ <\/u>] OR<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[Euroclear Bank S.A.\/N.V., as operator of the Euroclear System] OR<\/em>\n<\/p>\n

[Clearstream Banking SA]<\/p>\n\n\n\n
<\/td>\n\n

Re:<\/p>\n<\/td>\n

\n

Dolphin Subsidiary II, Inc.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n<\/td>\n\n

[6.50% Senior Notes due 2016 (the “Notes<\/strong>“)]<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n<\/td>\n\n

[7.25% Senior Notes due 2021 (the “Notes<\/strong>“)]<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n<\/td>\n\n

Issued under the Indenture (the “Indenture<\/strong>“) dated as<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n<\/td>\n\n

of October 3, 2011, relating to the Notes<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Ladies and Gentlemen:<\/p>\n

We are the beneficial owner of $ principal amount of Notes issued under the
\nIndenture and represented by a Temporary Offshore Global Note (as defined in the
\nIndenture).<\/p>\n

We hereby certify as follows:<\/p>\n

[CHECK A OR B AS APPLICABLE.]<\/p>\n

\u00a8 A. We are a non-U.S. person (within the meaning of Regulation S under the
\nSecurities Act of 1933, as amended).<\/p>\n

\u00a8 B. We are a U.S. person (within the meaning of Regulation S under the
\nSecurities Act of 1933, as amended) that purchased the Notes in a transaction
\nthat did not require registration under the Securities Act of 1933, as amended.\n<\/p>\n

You and the Company are entitled to rely upon this Certificate and are
\nirrevocably authorized to produce this Certificate or a copy hereof to any
\ninterested party in any administrative or legal proceeding or official inquiry
\nwith respect to the matters covered hereby.<\/p>\n

F-1<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Very truly yours,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

[NAME OF BENEFICIAL OWNER]<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Name:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Title:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Address:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Date:<\/p>\n

F-2<\/p>\n

\n

[FORM II] <\/strong><\/p>\n

Certificate of Beneficial Ownership <\/strong><\/p>\n\n\n\n
\n

To:<\/p>\n<\/td>\n

\n

Wells Fargo Bank, N.A.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

[ADDRESS OF TRUSTEE]<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

Attention: [ <\/u>]<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

Re:<\/p>\n<\/td>\n

\n

Dolphin Subsidiary II, Inc.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

[6.50% Senior Notes due 2016 (the “Notes<\/strong>“)]<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

[7.25% Senior Notes due 2021 (the “Notes<\/strong>“)]<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

Issued under the Indenture (the “Indenture<\/strong>“) dated as<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

of October 3, 2011, relating to the Notes<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Ladies and Gentlemen:<\/p>\n

This is to certify that based solely on certifications we have received in
\nwriting, by tested telex or by electronic transmission from member organizations
\n(“Member Organizations<\/strong>“) appearing in our records as persons
\nbeing entitled to a portion of the principal amount of Notes represented by a
\nTemporary Offshore Global Note issued under the above-referenced Indenture, that
\nas of the date hereof, $ principal amount of Notes represented by the Temporary
\nOffshore Global Note being submitted herewith for exchange is beneficially owned
\nby persons that are either (i) non-U.S. persons (within the meaning of
\nRegulation S under the Securities Act of 1933, as amended) or (ii) U.S. persons
\nthat purchased the Notes in a transaction that did not require registration
\nunder the Securities Act of 1933, as amended.<\/p>\n

We further certify that (i) we are not submitting herewith for exchange any
\nportion of such Temporary Offshore Global Note excepted in such Member
\nOrganization certifications and (ii) as of the date hereof we have not received
\nany notification from any Member Organization to the effect that the statements
\nmade by such Member Organization with respect to any portion of such Temporary
\nOffshore Global Note submitted herewith for exchange are no longer true and
\ncannot be relied upon as of the date hereof.<\/p>\n

You and the Company are entitled to rely upon this Certificate and are
\nirrevocably authorized to produce this Certificate or a copy hereof to any
\ninterested party in any administrative or legal proceeding or official inquiry
\nwith respect to the matters covered hereby.<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

Yours faithfully,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

[EUROCLEAR BANK S.A.\/N.V.<\/strong>, as<\/p>\n

operator of the Euroclear System]<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

OR<\/em><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

F-3<\/p>\n

\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

[CLEARSTREAM BANKING SA]<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Name:<\/p>\n<\/td>\n<\/tr>\n

\n

Title:<\/p>\n<\/td>\n<\/tr>\n

\n

Address:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Date:<\/p>\n

F-4<\/p>\n

\n

EXHIBIT G <\/strong><\/p>\n

THIS NOTE IS A TEMPORARY GLOBAL NOTE. PRIOR TO THE EXPIRATION OF THE
\nRESTRICTED PERIOD APPLICABLE HERETO, BENEFICIAL INTERESTS HEREIN MAY NOT BE HELD
\nBY ANY PERSON OTHER THAN (1) A NON-U.S. PERSON OR (2) A U.S. PERSON THAT
\nPURCHASED SUCH INTEREST IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S.
\nSECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT<\/strong>“).
\nBENEFICIAL INTERESTS HEREIN ARE NOT EXCHANGEABLE FOR PHYSICAL NOTES OTHER THAN A
\nPERMANENT GLOBAL NOTE IN ACCORDANCE WITH THE TERMS OF THE INDENTURE. TERMS IN
\nTHIS LEGEND ARE USED AS USED IN REGULATION S UNDER THE SECURITIES ACT.<\/p>\n

G-1<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6586],"corporate_contracts_industries":[9534],"corporate_contracts_types":[9560,9566],"class_list":["post-41059","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-aes-corp","corporate_contracts_industries-utilities__electric","corporate_contracts_types-finance","corporate_contracts_types-finance__indenture"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41059","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41059"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41059"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41059"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41059"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}