-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U6JjT0boZLuB6jAP7J3O/sJJM1ZcbC6cLpP4TvAt26f2Qw/LlErOQOE6tjPciDWv 1Ormk+yBoFb+MGF1S+bV7Q== 0000060527-97-000003.txt : 19970716 0000060527-97-000003.hdr.sgml : 19970716 ACCESSION NUMBER: 0000060527-97-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19970626 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970715 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERGY LOUISIANA INC CENTRAL INDEX KEY: 0000060527 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 720245590 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08474 FILM NUMBER: 97640337 BUSINESS ADDRESS: STREET 1: 639 LOYOLA AVE CITY: NEW ORLEANS STATE: LA ZIP: 70113 BUSINESS PHONE: 5045953100 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 26, 1997 ENTERGY LOUISIANA, INC. (Exact name of registrant as specified in its charter) Louisiana 0-8474 72-0245590 (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of Incorporation) 639 Loyola Avenue, New Orleans, Louisiana 70113 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (508) 576-4000 Item 5. Other Events. Entergy Louisiana, Inc. (the "Registrant") is the lessee of three separate undivided interests in Unit 3 of the Waterford Steam Electric Generating Station under three separate, but substantially identical, long-term net leases. The lessors under such leases (the "Lessors") acquired the undivided interests from the Registrant in three separate sale-leaseback transactions that occurred in 1989. Approximately 87.7% of the aggregate consideration paid by the Lessors for their respective undivided interests was provided to the Lessors from the issuance of Waterford 3 Secured Lease Obligation Bonds (the "Initial Series Bonds") in 1989. In June 1997, the Registrant exercised its option to request the Lessors to refinance the outstanding Initial Series Bonds. In connection with such refinancing, the Registrant entered into (i) an Underwriting Agreement, dated as of June 26, 1997, with Morgan Stanley & Co. Incorporated, Citicorp Securities, Inc. and W3A Funding Corporation (a special purpose entity formed to facilitate the refinancing) relating to the offering and sale of $307,632,000 Waterford 3 Secured Lease Obligation Bonds, 8.09% Series due 2017 (the "New Bonds") and (ii) three separate Refunding Agreements, each dated as of June 27, 1997, with W3A Funding Corporation, an equity investor as Owner Participant, the Lessors and Bankers Trust Company, as Indenture Trustee and Collateral Trust Trustee. The proceeds of the New Bonds will be loaned to the Lessors, and will be used to redeem the outstanding Initial Series Bonds and to pay certain costs and expenses incurred in connection with the refinancing. Item 7. Financial Statements and Exhibits (c) Exhibits 1. Underwriting Agreement, dated as of June 26, 1997; 2. Refunding Agreement No. 1, dated as of June 27, 1997; 3. Refunding Agreement No. 2, dated as of June 27, 1997; and 4. Refunding Agreement No. 3, dated as of June 27, 1997. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ENTERGY LOUISIANA, INC. /s/ Louis E. Buck Louis E. Buck Vice President and Chief Accounting Officer Dated: July 14, 1997 EX-1 2 Exhibit 1 Entergy Louisiana, Inc. W3A Funding Corporation $307,632,000 Waterford 3 Secured Lease Obligation Bonds, 8.09% Series due 2017 UNDERWRITING AGREEMENT June 26, 1997 Morgan Stanley & Co. Incorporated Citicorp Securities, Inc. c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036-8293 Ladies and Gentlemen: Each of the undersigned, Entergy Louisiana, Inc., a Louisiana corporation (the "Company"), and W3A Funding Corporation, a Delaware corporation ("Funding Corporation"), hereby confirms its agreement with you, as the several underwriters (the "Underwriters", which term, when the context permits, shall also include any underwriters substituted as hereinafter in Section 12 provided), as follows: 1. Introduction. The Funding Corporation proposes to issue and sell $307,632,000 in aggregate principal amount of its Waterford 3 Secured Lease Obligation Bonds, 8.09% Series due 2017 (the "Bonds") pursuant to a Collateral Trust Indenture dated as of July 1, 1997, as supplemented by Supplemental Indenture No. 1 thereto dated as of July 1, 1997 (the "Supplemental Indenture"), among the Funding Corporation, the Company and Bankers Trust Company, as trustee (the "Trustee") (such Collateral Trust Indenture, as so supplemented, the "Trust Indenture"). 2. Purchase and Sale. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, each Underwriter shall purchase from the Funding Corporation, at the time and place herein specified, severally and not jointly, and the Funding Corporation shall issue and sell to each of the Underwriters, the following principal amounts of the Bonds at a price of 100% of the principal amount thereof: Name Principal Amount Morgan Stanley & Co. Incorporated $153,816,000 Citicorp Securities, Inc. 153,816,000 ------------ $307,632,000 It is understood that the Underwriters will offer the Bonds for sale as set forth in the Prospectus (as defined herein). Neither series of the Bonds shall be purchased hereunder unless both series are purchased. Concurrently with such purchase, issuance and sale, the Owner Participant referred to below will pay to the several Underwriters in immediately available funds an underwriting commission of .875% of the principal amount thereof ($2,691,780). The Company acknowledges that the fees and expenses of counsel to the Underwriters shall be included on the invoice of transaction expenses to be delivered by First National Bank of Commerce, as owner trustee (the "Owner Trustee"), on or prior to the Closing Date (as defined herein), pursuant to Sections 3.01(a)(iii) and 3.01(b) of the Refunding Agreements Nos. 1, 2 and 3, each dated as of June 27, 1997, among the Funding Corporation, the Company, the Owner Participant named therein, the Owner Trustee, Bankers Trust Company, as corporate indenture trustee, and Stanley Burg, as individual indenture trustee (the "Refunding Agreements"), and to be paid by the Owner Trustee with funds provided by such Owner Participant and from proceeds from the sale of the Bonds. 3. Description of Bonds. The Bonds and the Trust Indenture shall have the terms and provisions described in the Prospectus, provided that subsequent to the date hereof and prior to the Closing Date the form of the Trust Indenture (including the Supplemental Indenture) may be amended by mutual agreement among the Funding Corporation, the Company and the Underwriters. 4. Representations and Warranties of the Company and the Funding Corporation. (a) The Company represents and warrants to the several Underwriters, and covenants and agrees with the several Underwriters, that: (i) The Company is duly organized and validly existing as a corporation in good standing under the laws of the State of Louisiana and has the necessary corporate power and authority to conduct the business that it is described in the Prospectus as conducting and to own and operate the properties owned and operated by it in such business. (ii) The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S- 3 (File No. 333-01329) for the registration of $322,526,000 aggregate principal amount of the Bonds under the Securities Act of 1933, as amended (the "Securities Act"), and such registration statement, as amended by Amendments No. 1 and No. 2 thereto, has become effective. The Company qualifies for use of Form S-3 for the registration of the Bonds. The prospectus forming a part of such registration statement, at the time such registration statement became effective, including all documents incorporated by reference therein at that time pursuant to Item 12 of Form S-3, is hereinafter referred to as the "Basic Prospectus". In the event that (A) the Basic Prospectus shall have been amended, revised or supplemented prior to the time of effectiveness of this Underwriting Agreement, including without limitation by any preliminary prospectus supplement relating to the Bonds, or (B) the Company shall have filed documents pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the time such registration statement initially became effective and prior to the time of effectiveness of this Underwriting Agreement, which are deemed to be incorporated by reference in the Basic Prospectus pursuant to Item 12 of Form S-3, the term "Basic Prospectus" as used herein shall also mean such prospectus as so amended, revised or supplemented and reflecting such incorporation by reference. Such registration statement in the form in which it became effective and as it may have been amended by all amendments thereto as of the time of effectiveness of this Underwriting Agreement (including for these purposes as an amendment any document incorporated by reference in the Basic Prospectus), and the Basic Prospectus as it shall be supplemented to reflect the terms of the offering and sale of the Bonds by a prospectus supplement (the "Prospectus Supplement") to be transmitted for filing to the Commission pursuant to Rule 424(b) under the Securities Act ("Rule 424(b)"), are hereinafter referred to as the "Registration Statement" and the "Prospectus," respectively. (iii) (A) After the time of effectiveness of this Underwriting Agreement and during the time specified in Section 7(d), the Company will not file any amendment to the Registration Statement or supplement to the Prospectus, and (B) between the time of effectiveness of this Underwriting Agreement and the Closing Date, the Company will not file any document that is to be incorporated by reference in, or any supplement to, the Basic Prospectus, in either case, without prior notice to the Underwriters and to Winthrop, Stimson, Putnam & Roberts ("Counsel for the Underwriters"), or any such amendment or supplement to which Counsel for the Underwriters shall reasonably object on legal grounds in writing. For purposes of this Underwriting Agreement, any document that is filed with the Commission after the time of effectiveness of this Underwriting Agreement and is incorporated by reference in the Prospectus pursuant to Item 12 of Form S-3 shall be deemed a supplement to the Prospectus. (iv) The Registration Statement, at the time it became effective, and the Trust Indenture, at such time, fully complied, and the Prospectus, when delivered to the Underwriters for their use in making confirmations of sales of the Bonds and at the Closing Date, as it may then be amended or supplemented, will fully comply, in all material respects with the applicable provisions of the Securities Act, the Trust Indenture Act of 1939, as amended (the "TIA"), and the rules and regulations of the Commission thereunder or pursuant to said rules and regulations did or will be deemed to comply therewith. The documents incorporated by reference in the Prospectus pursuant to Item 12 of Form S-3, on the date filed with the Commission pursuant to the Exchange Act, fully complied or will fully comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations of the Commission thereunder or pursuant to said rules and regulations did or will be deemed to comply therewith. On the later of (A) the date the Registration Statement was declared effective by the Commission under the Securities Act and (B) the date that the Company's most recent Annual Report on Form 10-K was filed with the Commission under the Exchange Act (the date described in either clause (A) or (B) is hereinafter referred to as the "Effective Date"), the Registration Statement did not, and on the date that any post- effective amendment to the Registration Statement became or becomes effective, the Registration Statement, as amended by any such post-effective amendment, did not or will not, as the case may be, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the time the Prospectus is delivered to the Underwriters for their use in making confirmations of sales of the Bonds and at the Closing Date, the Prospectus, as it may then be amended or supplemented, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, and on said dates and at such times, the documents then incorporated by reference in the Prospectus pursuant to Item 12 of Form S-3, when read together with the Prospectus, or the Prospectus, as it may then be amended or supplemented, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The foregoing representations and warranties in this subsection (iv) shall not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the Company by the Underwriters or on behalf of any Underwriter specifically for use in connection with the preparation of the Registration Statement or the Prospectus, as they may be then amended or supplemented, or to any statements in or omissions from the statement of eligibility on Form T-1 filed as an exhibit to the Registration Statement (the "Statement of Eligibility"). (v) Each of (A) the Participation Agreements (as defined in the Prospectus), (B) the Granting Clause Documents (as defined in Appendix A to the Participation Agreements), (C) the Trust Indenture, (D) the Refunding Agreements and (E) this Underwriting Agreement (the documents described in clauses (A) through (D) above, as they each may be amended or supplemented as of the Closing Date, being collectively referred to herein as the "Transaction Documents") has been or, as of the Closing Date, will be, duly authorized, executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by each other party thereto, will constitute a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar laws affecting creditors' rights and general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law) and, with respect to this Underwriting Agreement, subject to any principles of public policy limiting the right to enforce the indemnification and contribution provisions contained herein. (vi) The issuance and sale of the Bonds and the fulfillment of the terms of this Underwriting Agreement will not result in a breach of any of the terms or provisions of, or constitute a default under, the Transaction Documents or any other indenture, mortgage, deed of trust or other agreement or instrument to which the Company is now a party. (vii) Except as set forth or contemplated in the Prospectus, as it may be then amended or supplemented, the Company possesses adequate franchises, licenses, permits, and other rights to conduct its business and operations as now conducted (including, without limitation, the performance of its current obligations under the Transaction Documents) without any known conflicts with the rights of others that could have a material adverse effect on the Company. (viii) It is not necessary for the Funding Corporation to register as an investment company pursuant to the Investment Company Act of 1940, as amended, in order to participate in the transactions contemplated by the Prospectus. (a) The Funding Corporation represents and warrants to the several Underwriters that each of the Participation Agreements, the Refunding Agreements, the Trust Indenture, this Underwriting Agreement and the Bonds has been or, as of the Closing Date, will be, duly authorized, executed and delivered by the Funding Corporation and, assuming the due authorization, execution, authentication and delivery thereof by each other party thereto, will constitute a legal, valid and binding obligation of the Funding Corporation enforceable against the Funding Corporation in accordance with its terms, except as limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar laws affecting creditors' rights and general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law) and, with respect to this Underwriting Agreement, subject to any principles of public policy limiting the right to enforce the indemnification and contribution provisions contained herein. 5. Offering. The Company is advised by the Underwriters that they propose to make a public offering of their respective portions of the Bonds as soon after the effectiveness of this Underwriting Agreement as in their judgment is advisable. The Company is further advised by the Underwriters that the Bonds are to be offered to the public at the respective initial public offering prices specified in the Prospectus Supplement plus accrued interest thereon, if any, from the Closing Date. 6. Time and Place of Closing. Delivery of the Bonds and payment of the purchase price therefor by wire transfer in immediately available funds to the corporate indenture trustee under each Lease Indenture (as defined in the Prospectus), for the account of the Funding Corporation, shall be made at the offices of Reid & Priest LLP, 40 West 57th Street, New York, New York, at 10:00 A.M., New York time, on July 17, 1997, or at such other time on the same or such other day as shall be agreed upon by the Company and Morgan Stanley & Co. Incorporated, or as may be established in accordance with Section 12 hereof. The hour and date of such delivery and payment are herein called the "Closing Date." The Bonds shall be delivered to the Underwriters in book-entry form through the facilities of The Depository Trust Company ("DTC") in New York, New York. The certificates for the Bonds shall be in the form of two typewritten bonds in fully registered form, in the aggregate principal amount of the Bonds, and registered in the name of Cede & Co, as nominee of DTC. The Company agrees to make the Bonds available to the Underwriters for checking not later than 2:30 P.M., New York time, on the last business day preceding the Closing Date at such place as may be agreed upon between Morgan Stanley & Co. Incorporated and the Company, or at such other time and/or date as may be agreed upon between Morgan Stanley & Co. Incorporated and the Company. On the Closing Date, the Owner Participant referred to in Section 2 hereof will pay the underwriting commissions payable at such time to the Underwriters pursuant to Section 2 hereof by wire transfer in immediately available funds to an account designated by Morgan Stanley & Co. Incorporated for the accounts of the several Underwriters. 7. Covenants of the Funding Corporation and the Company. Each of the Funding Corporation and the Company covenants and agrees with the several Underwriters that: (a) Not later than the Closing Date, the Company will deliver to the Underwriters a copy of the Registration Statement in the form that it became effective or a conformed copy thereof, certified by an officer of the Company to be in such form. (b) The Company will deliver to the Underwriters as many copies of the Prospectus (and any amendments or supplements thereto) as the Underwriters may reasonably request. (e) The Company will cause the Prospectus to be filed with, or transmitted for filing to, the Commission pursuant to and in compliance with Rule 424(b) and will advise Morgan Stanley & Co. Incorporated promptly of the issuance of any stop order under the Securities Act with respect to the Registration Statement or the institution of any proceedings therefor of which the Funding Corporation or the Company shall have received notice. Each of the Funding Corporation and the Company will use its best efforts to prevent the issuance of any such stop order and to secure the prompt removal thereof if issued. (d) During such period of time as the Underwriters are required by law to deliver a prospectus after this Underwriting Agreement has become effective, if any event relating to or affecting the Company or the Funding Corporation, or of which the Company shall be advised by the Underwriters in writing, shall occur that in the Company's opinion should be set forth in a supplement or amendment to the Prospectus in order to make the Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser of the Bonds, the Company will amend or supplement the Prospectus by either (i) preparing and filing with the Commission and furnishing to the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Prospectus, or (ii) making an appropriate filing pursuant to Section 13, 14 or 15(d) of the Exchange Act that will supplement or amend the Prospectus, so that, as supplemented or amended, it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading. Unless such event relates solely to the activities of the Underwriters (in which case the Underwriters shall assume the expense of preparing any such amendment or supplement), the expenses of complying with this Section 7(d) shall be borne by the Company until the expiration of nine months from the time of effectiveness of this Underwriting Agreement and such expenses shall be borne by the Underwriters thereafter. (e) The Company will make generally available to its security holders, as soon as practicable, an earning statement (which need not be audited) covering a period of at least twelve months beginning after the "effective date of the registration statement" within the meaning of Rule 158 under the Securities Act, which earning statement shall be in such form, and be made generally available to security holders in such a manner so as to meet the requirements of the last paragraph of Section 11(a) of the Securities Act and Rule 158 under the Securities Act. (f) At any time within six months of the date hereof, the Company and the Funding Corporation will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for offer and sale under the blue sky laws of such jurisdictions as the Underwriters may reasonably designate, provided, that neither the Funding Corporation nor the Company shall be required to qualify as a foreign corporation or dealer in securities, to file any consents to service of process under the laws of any jurisdiction, or to meet any other requirements deemed by it to be unduly burdensome. (g) The Company will, except as herein provided, pay or cause to be paid all fees, expenses and taxes incident to the performance of the Company's and the Funding Corporation's obligations under this Underwriting Agreement including, but not limited to, (i) the preparation and filing of the Registration Statement and any post-effective amendment thereto, (ii) the printing, issuance and delivery of the Bonds and the preparation, execution, printing and recordation of the Trust Indenture, (iii) legal fees and expenses relating to the qualification of the Bonds under the blue sky laws of various jurisdictions in an amount not to exceed $20,000, (iv) the printing and delivery to the Underwriters of reasonable quantities of copies of the Registration Statement, the preliminary (and any supplemental) blue sky survey, any preliminary prospectus supplement relating to the Bonds and the Prospectus and any amendment or supplement thereto, except as otherwise provided in paragraph (d) of this Section 7, (v) the rating of the Bonds by one or more nationally recognized statistical rating agencies and (vi) filings or other notices (if any) with or to, as the case may be, the National Association of Securities Dealers, Inc. (the "NASD") in connection with its review of the terms of the offering of the Bonds. Except as provided above, the Company shall not be required to pay any amount for any expenses of the Underwriters, except that, if this Underwriting Agreement shall be terminated in accordance with the provisions of Section 8, 9 or 13 hereof, the Company will reimburse the Underwriters for (i) the reasonable fees and expenses of Counsel for the Underwriters, and (ii) reasonable out-of-pocket expenses, in an amount not exceeding in the aggregate $15,000, incurred in contemplation of the performance of this Underwriting Agreement. The Company shall not in any event be liable to the Underwriters for damages on account of loss of anticipated profits. 8. Conditions of Underwriters' Obligations. The obligations of the Underwriters to purchase and pay for the Bonds shall be subject to the accuracy on the date hereof and on the Closing Date of the representations and warranties made herein on the part of the Funding Corporation and the Company and of any certificates furnished by the Funding Corporation and the Company on the Closing Date and to the following conditions: (a) The Prospectus shall have been transmitted for filing to the Commission pursuant to Rule 424(b) prior to 5:30 p.m., New York time, on the second business day following the date of this Underwriting Agreement, or such other time and date as may be agreed upon by the Company and the Underwriters. (b) No stop order suspending the effectiveness of the Registration Statement shall be in effect at or prior to the Closing Date; no proceedings for such purpose shall be pending before, or, to the knowledge of the Funding Corporation, the Company or the Underwriters, threatened by, the Commission on the Closing Date; and the Underwriters shall have received a certificate, dated the Closing Date and signed by the President, a Vice President, the Treasurer or an Assistant Treasurer of each of the Funding Corporation and the Company to the effect that no such stop order has been or is in effect and that no proceedings for such purpose are pending before, or, to the knowledge of the Funding Corporation or the Company, respectively, threatened by, the Commission. (c) At the Closing Date, there shall have been issued and there shall be in full force and effect an order of the Commission under the Public Utility Holding Company Act of 1935, as amended (the "Holding Company Act"), authorizing the issuance and sale of the Bonds. (d) At the Closing Date, the Underwriters shall have received from Monroe & Lemann (A Professional Corporation) and Reid & Priest LLP, as counsel to the Company, and Reid & Priest LLP, as counsel to the Funding Corporation, opinions, dated the Closing Date, substantially in the forms set forth in Exhibits A, B and C hereto, respectively, (i) with such changes therein as may be agreed upon by the Company and the Underwriters with the approval of Counsel for the Underwriters, and (ii) if the Prospectus shall be supplemented after being furnished to the Underwriters for use in offering the Bonds, with changes therein to reflect such supplementation. (e) At the Closing Date, the Underwriters shall have received from Counsel for the Underwriters, an opinion, dated the Closing Date, substantially in the form set forth in Exhibit D hereto, with such changes therein as may be necessary to reflect any supplementation of the Prospectus prior to the Closing Date. (f) On or prior to the effective date of this Underwriting Agreement, the Underwriters shall have received from Coopers & Lybrand L.L.P., the Company's independent certified public accountants (the "Accountants"), a letter dated the date hereof and addressed to the Underwriters to the effect that (i) they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and the applicable published rules and regulations thereunder; (ii) in their opinion, the financial statements and financial statement schedules examined by them and included or incorporated by reference in the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the applicable published rules and regulations thereunder; (iii) on the basis of performing the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in SAS No. 71, Interim Financial Information, on the latest unaudited financial statements, if any, included or incorporated by reference in the Prospectus, a reading of the latest available interim unaudited financial statements of the Company, the minutes of the meetings of the Board of Directors of the Company, the Executive Committee thereof, if any, and the stockholder of the Company, since December 31, 1996 to a specified date not more than five days prior to the date of such letter, and inquiries of officers of the Company who have responsibility for financial and accounting matters (it being understood that the foregoing procedures do not constitute an examination made in accordance with generally accepted auditing standards and they would not necessarily reveal matters of significance with respect to the comments made in such letter, and, accordingly, that the Accountants make no representations as to the sufficiency of such procedures for the purposes of the Underwriters), nothing has come to their attention which caused them to believe that, to the extent applicable, (A) the unaudited financial statements of the Company (if any) included or incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the related published rules and regulations thereunder; (B) any material modifications should be made to said unaudited financial statements for them to be in conformity with generally accepted accounting principles; and (C) at a specified date not more than five days prior to the date of the letter, there was any change in the capital stock or long-term debt of the Company, or decrease in its net assets, in each case as compared with amounts shown in the most recent balance sheet incorporated by reference in the Prospectus, except in all instances for changes or decreases which the Prospectus discloses have occurred or may occur, for declarations of dividends, for the repayment or redemption of long-term debt, for the amortization of premium or discount on long-term debt, for the redemption or purchase of preferred stock for sinking fund purposes, for any increases in long-term debt in respect of previously issued pollution control, solid waste disposal or industrial development revenue bonds, or for changes or decreases as set forth in such letter, identifying the same and specifying the amount thereof; and (iv) stating that they have compared specific dollar amounts, percentages of revenues and earnings and other financial information pertaining to the Company (A) set forth in the Prospectus and (B) set forth in documents filed by the Company pursuant to Section 13, 14 or 15(d) of the Exchange Act as specified in Exhibit E hereto, in each case, to the extent that such amounts, numbers, percentages and information may be derived from the general accounting records of the Company, and excluding any questions requiring an interpretation by legal counsel, with the results obtained from the application of specified readings, inquiries and other appropriate procedures (which procedures do not constitute an examination in accordance with generally accepted auditing standards) set forth in the letter, and found them to be in agreement. (g) At the Closing Date, the Underwriters shall have received (i) certificates, dated the Closing Date and signed by the President, a Vice President, the Treasurer or an Assistant Treasurer of each of the Funding Corporation and the Company, respectively, to the effect that (A) the representations and warranties of the Funding Corporation and the Company, as the case may be, contained herein are true and correct, and (B) each of the Funding Corporation and the Company has performed and complied with all agreements and conditions in this Underwriting Agreement on its part to be performed or complied with at or prior to the Closing Date, and (ii) a certificate, dated the Closing Date and signed by the President, a Vice President, the Treasurer or an Assistant Treasurer of the Company that since the most recent date as of which information is given in the Prospectus, there has not been any material adverse change in the business, property or financial condition of the Company and there has not been any material transaction entered into by the Company, other than transactions in the ordinary course of business, in each case other than as referred to in, or contemplated by, the Prospectus as it may then be amended or supplemented. (h) At the Closing Date, the Underwriters shall have received duly executed counterparts of the Trust Indenture and the Supplemental Indenture. (i) At the Closing Date, the Underwriters shall have received from the Accountants a letter, dated the Closing Date, confirming, as of a date not more than five days prior to the Closing Date, the statements contained in the letter delivered pursuant to Section 8(f) hereof. (j) Between the date hereof and the Closing Date, no Lease Default (as defined in the Prospectus) under each Lease (as defined in the Prospectus), no Lease Indenture Default (as defined in the Prospectus) under each Lease Indenture and no default (or an event which, with the giving of notice or the passage of time or both, would constitute a default) under the Trust Indenture shall have occurred. (k) Between the date hereof and the Closing Date, no other event shall have occurred with respect to or otherwise affecting the Company, which, in the reasonable opinion of the Underwriters, materially impairs the investment quality of the Bonds. (l) Prior to the Closing Date, the Underwriters shall have received from the Company evidence reasonably satisfactory to the Underwriters that the Bonds have received ratings of Baa3 or higher from Moody's Investors Service, Inc. and BBB- or higher from Standard & Poor's. (m) Between the date hereof and the Closing Date, neither Moody's Investors Service, Inc. nor Standard and Poor's shall have lowered its rating of any of the Company's debt securities in any respect. (n) The Bonds shall, upon delivery to the Underwriters in accordance with this Underwriting Agreement, be secured by the Pledged Lessor Bonds (as defined in the Prospectus) in accordance with the Trust Indenture; the conditions precedent to a refunding, as set forth in the Participation Agreements (including, without limitation, Sections 2(b) and 10(c) thereof) and the Refunding Agreements (including, without limitation, Article 2 thereof), shall have been met prior to the issuance and delivery of such Pledged Lessor Bonds, with none of such conditions precedent having been waived by the Funding Corporation, the Company or the Trustee without the consent of the Underwriters. (o) The opinions of counsel required to be delivered by the first two sentences of Section 10(c)(5) of the Participation Agreements as a condition precedent to a refunding shall also be addressed and delivered to the Underwriters, except for the opinions of Special Counsel, NRC Counsel and Special Louisiana Counsel to the Owner Participant named therein, all as described and/or defined in the Participation Agreements, it being understood that such opinions of counsel may be confirmations by counsel of opinions previously delivered by such counsel in connection with the transactions described in or contemplated by the Participation Agreements, provided that such confirmations of opinions shall be dated the Closing Date, shall confirm the previously delivered opinions as of the Closing Date, and shall either be addressed to the Underwriters or shall state that the Underwriters may rely upon the previously delivered opinions, as so confirmed, as if addressed to them. (p) The opinions of counsel required to be delivered to the Trustee pursuant to Section 2.04(e) of the Trust Indenture shall also be addressed and delivered to the Underwriters. (q) All legal matters in connection with the issuance and sale of the Bonds shall be satisfactory in form and substance to Counsel for the Underwriters. (r) The Funding Corporation and the Company will furnish the Underwriters with additional conformed copies of such opinions, certificates, letters and documents as may be reasonably requested. If any of the conditions specified in this Section 8 shall not have been fulfilled, this Underwriting Agreement may be terminated by the Underwriters upon notice thereof to the Company and the Funding Corporation. Any such termination shall be without liability of any party to the other party, except as otherwise provided in paragraph (g) of Section 7 and in Section 11. 9. Conditions of the Obligations of the Funding Corporation and the Company. The obligations of the Funding Corporation and the Company hereunder shall be subject to the following conditions: (a) No stop order suspending the effectiveness of the Registration Statement shall be in effect at or prior to the Closing Date, and no proceedings for that purpose shall be pending before, or threatened by, the Commission on the Closing Date. (b) At the Closing Date there shall be in full force and effect an order of the Commission under the Holding Company Act authorizing the issuance and sale of the Bonds. In case any of the conditions specified in this Section 9 shall not have been fulfilled, this Underwriting Agreement may be terminated by the Company or the Funding Corporation upon notice thereof to the Underwriters. Any such termination shall be without liability of any party to the other party, except as otherwise provided in paragraph (g) of Section 7 and in Section 11. 10. Indemnification. (a) The Company shall indemnify, defend and hold harmless each Underwriter and each person who controls each Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages or liabilities, joint or several, to which each Underwriter or any or all of them may become subject under the Securities Act or any other statute or common law and shall reimburse each Underwriter and any such controlling person for any legal or other expenses (including to the extent hereinafter provided, reasonable counsel fees) incurred by them in connection with investigating any such losses, claims, damages or liabilities or in connection with defending any actions, insofar as such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon an untrue statement or alleged untrue statement of a material fact required to be stated therein or contained in the Registration Statement, as amended or supplemented, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or upon an untrue statement or alleged untrue statement of a material fact contained in the Basic Prospectus (if used prior to the time the Prospectus is transmitted for filing to the Commission pursuant to Rule 424(b)), or in the Prospectus, as each may be amended or supplemented, or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this paragraph shall not apply to any such losses, claims, damages, liabilities, expenses or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with information furnished herein or in writing to the Company by any Underwriter specifically for use in connection with the preparation of the Registration Statement, the Basic Prospectus (if used prior to the date the Prospectus is transmitted for filing to the Commission pursuant to Rule 424(b)) or the Prospectus or any amendment or supplement to any thereof or arising out of or based upon statements in or omissions from the Statement of Eligibility, and provided further, that the indemnity agreement contained in this subsection shall not inure to the benefit of any Underwriter or to the benefit of any person controlling any Underwriter on account of any such losses, claims, damages, liabilities, expenses or actions arising from the sale of the Bonds to any person in respect of any Basic Prospectus or the Prospectus, as supplemented or amended, furnished by an Underwriter to a person to whom any of the Bonds were sold (excluding in both cases, however, any document then incorporated or deemed incorporated by reference therein), insofar as such indemnity relates to any untrue or misleading statement or omission made in the Basic Prospectus or the Prospectus but eliminated or remedied prior to the consummation of such sale in the Prospectus, or any amendment or supplement thereto, furnished pursuant to Section 7(d) hereof, respectively, unless a copy of the Prospectus (in the case of such a statement or omission made in the Basic Prospectus) or such amendment or supplement (in the case of such a statement or omission made in the Prospectus) (excluding, however, any document then incorporated or deemed incorporated by reference in the Prospectus or such amendment or supplement) is furnished by such Underwriter to such person (i) with or prior to the written confirmation of the sale involved or (ii) as soon as available after such written confirmation (if it is made available to the Underwriters prior to settlement of such sale). (b) Each Underwriter shall indemnify, defend and hold harmless the Company, its directors and officers and each person who controls the foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act or any other statute or common law and shall reimburse each of them for any legal or other expenses (including, to the extent hereinafter provided, reasonable counsel fees) incurred by them in connection with investigating any such losses, claims, damages or liabilities or in connection with defending any action, insofar as such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, as amended or supplemented, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or upon an untrue statement or alleged untrue statement of a material fact contained in the Basic Prospectus (if used prior to the date the Prospectus is transmitted for filing to the Commission pursuant to Rule 424(b)), or in the Prospectus, as amended or supplemented, or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case, if, but only if, such statement or omission was made in reliance upon and in conformity with information furnished herein or in writing to the Company by any Underwriter specifically for use in connection with the preparation of the Registration Statement, the Basic Prospectus (if used prior to the date the Prospectus is transmitted for filing to the Commission pursuant to Rule 424(b)) or the Prospectus, or any amendment or supplement thereto. (c) In case any action shall be brought, based upon the Registration Statement, the Basic Prospectus or the Prospectus (including amendments or supplements thereto), against any party in respect of which indemnity may be sought pursuant to any of the preceding paragraphs, such party (hereinafter called the indemnified party) shall promptly notify the party or parties against whom indemnity shall be sought hereunder (hereinafter called the indemnifying party) in writing, and the indemnifying party shall have the right to participate at its own expense in the defense or, if it so elects, to assume (in conjunction with any other indemnifying party) the defense thereof, including the employment of counsel reasonably satisfactory to the indemnified party and the payment of all fees and expenses. If the indemnifying party shall elect not to assume the defense of any such action, the indemnifying party shall reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by such indemnified party. Such indemnified party shall have the right to employ separate counsel in any such action in which the defense has been assumed by the indemnifying party and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the employment of counsel has been specifically authorized by the indemnifying party or (ii) the named parties to any such action (including any impleaded parties) include each of such indemnified party and the indemnifying party and such indemnified party shall have been advised by such counsel that a conflict of interest between the indemnifying party and such indemnified party may arise and for this reason it is not desirable for the same counsel to represent both the indemnifying party and the indemnified party (it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for such indemnified party (plus any local counsel retained by such indemnified party in its reasonable judgment). The indemnified party shall be reimbursed for all such fees and expenses as they are incurred. The indemnifying party shall not be liable for any settlement of any such action effected without its consent, but if any such action is settled with the consent of the indemnifying party or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity has or could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims which are the subject matter of such action, suit or proceeding. (d) If the indemnification provided for under subsections (a), (b) or (c) in this Section 10 is unavailable to an indemnified party in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Underwriters from the offering of the Bonds or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total proceeds from the offering (after deducting underwriting discounts and commissions but before deducting expenses) bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault of the Company on the one hand and of the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by any of the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 10(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable to an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 10(d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Bonds underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute pursuant to this Section 10(d) are several in proportion to their respective underwriting obligations and not joint. 11. Survival of Certain Representations and Obligations. Any other provision of this Underwriting Agreement to the contrary notwithstanding, (a) the indemnity and contribution agreements contained in Section 10 of, and the representations and warranties and other agreements of the Funding Corporation and the Company contained in, this Underwriting Agreement shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or by or on behalf of the Funding Corporation or the Company, or its directors or officers or any of the other persons referred to in Section 10 hereof and (ii) acceptance of and payment for the Bonds and (b) the indemnity and contribution agreements contained in Section 10 shall remain operative and in full force and effect regardless of any termination of this Underwriting Agreement. SECTION 8. Default of Underwriters. If any Underwriter shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Bonds which it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Bonds which such defaulting Underwriter agreed but failed or refused to purchase is not more than one- tenth of the aggregate principal amount of the Bonds, the other Underwriters shall be obligated to purchase the Bonds which such defaulting Underwriter agreed but failed or refused to purchase; provided that in no event shall the principal amount of Bonds which any Underwriter has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 12 by an amount in excess of one-ninth of such principal amount of Bonds without written consent of such Underwriter. If any Underwriter shall fail or refuse to purchase Bonds and the aggregate principal amount of Bonds with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Bonds, the Company shall have the right (a) to require the non-defaulting Underwriters to purchase and pay for the respective principal amounts of Bonds that they had severally agreed to purchase hereunder, and, in addition, the principal amount of Bonds that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one- ninth of the respective principal amount of Bonds that such non- defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more others, who are members of the NASD (or, if not members of the NASD, who are foreign banks, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, the principal amount of Bonds that such defaulting Underwriter had agreed to purchase, or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Underwriters within 24 hours (excluding any Saturday, Sunday or legal holiday) of the time when the Company learns of the failure or refusal of any Underwriter to purchase and pay for its respective principal amount of Bonds, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect (within the time period specified above) to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. In the absence of such election by the Company, this Underwriting Agreement will, unless otherwise agreed by the Company and the non-defaulting Underwriters, terminate without liability on the part of any non- defaulting party except as otherwise provided in paragraph (g) of Section 7 and in Section 11. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of its default under this Underwriting Agreement. 13. Termination. This Underwriting Agreement shall be subject to termination by notice given by written notice from Morgan Stanley & Co. Incorporated to the Company and the Funding Corporation, if (a) after the execution and delivery of this Underwriting Agreement and prior to the Closing Date (i) trading generally shall have been suspended on the New York Stock Exchange by The New York Stock Exchange, Inc., the Commission or other governmental authority, (ii) minimum or maximum ranges for prices shall have been generally established on the New York Stock Exchange by The New York Stock Exchange, Inc., the Commission or other governmental authority, (iii) a general moratorium on commercial banking activities shall have been declared by either Federal or New York State authorities, or (iv) there shall have occurred any material outbreak or escalation of hostilities or any calamity or crisis that, in the judgment of Morgan Stanley & Co. Incorporated, is material and adverse and (b) in the case of any of the events specified in clauses (a) (i) through (iv), such event singly or together with any other such event makes it, in the reasonable judgment of Morgan Stanley & Co. Incorporated, impracticable to market the Bonds. This Underwriting Agreement shall also be subject to termination, upon notice by Morgan Stanley & Co. Incorporated as provided above, if, in the judgment of Morgan Stanley & Co. Incorporated, the subject matter of any amendment or supplement (prepared by the Company) to the Prospectus (except for information relating solely to the manner of public offering of the Bonds by the Underwriters or to the activity of the Underwriters) filed or issued after the effectiveness of this Underwriting Agreement by the Company shall have materially impaired the marketability of the Bonds. Any termination hereof, pursuant to this Section 13, shall be without liability of any party to any other party, except as otherwise provided in paragraph (g) of Section 7 and in Section 11. 14. Miscellaneous. THIS UNDERWRITING AGREEMENT SHALL BE A NEW YORK CONTRACT AND ITS VALIDITY AND INTERPRETATION SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. This Underwriting Agreement shall become effective when a fully executed copy thereof is delivered to the Company and to Morgan Stanley & Co. Incorporated. This Underwriting Agreement may be executed in any number of separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which, taken together, shall constitute but one and the same agreement. This Underwriting Agreement shall inure to the benefit of each of the Company, the Funding Corporation, the Underwriters and, with respect to the provisions of Section 10, each director, officer and other persons referred to in Section 10, and their respective successors. Should any part of this Underwriting Agreement for any reason be declared invalid, such declaration shall not affect the validity of any remaining portion, which remaining portion shall remain in full force and effect as if this Underwriting Agreement had been executed with the invalid portion thereof eliminated. Nothing herein is intended or shall be construed to give to any other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of any provision in this Underwriting Agreement. The term "successor" as used in this Underwriting Agreement shall not include any purchaser, as such purchaser, of any Bonds from the Underwriters. 15. Notices. All communications hereunder shall be in writing and, if to the Underwriters, shall be mailed or delivered to Morgan Stanley & Co. Incorporated at the address set forth at the beginning of this Underwriting Agreement (to the attention of the General Counsel), if to the Company, shall be mailed or delivered to it at 639 Loyola Avenue, New Orleans, Louisiana 70113, Attention: Secretary, if to Entergy Services, Inc., shall be mailed or delivered to it at 639 Loyola Avenue, New Orleans, Louisiana 70113, Attention: Treasurer or, if to the Funding Corporation, shall be mailed or delivered to it c/o National Corporate Research, Ltd., 224 West 34th Street, Suite 2110, New York, New York 10122, Attention: John Morrissey, with a copy to Reid & Priest LLP, 40 West 57th Street, New York, New York 10019, Attention: John T. Hood, Esq. 16. Very truly yours, W3A Funding Corporation By:/s/ John Morrissey Name: John Morrissey Title: Vice President Entergy Louisiana, Inc. By:/s/ William J. Regan, Jr. Name: William J. Regan, Jr. Title:Vice President and Treasurer Accepted as of the date first above written: Morgan Stanley & Co. Incorporated Citicorp Securities, Inc. By: Morgan Stanley & Co. Incorporated By:/s/ Bruce Paone Name: Bruce Paone Title: Vice President EXHIBIT A [Letterhead of Monroe & Lemann] July 14, 1997 Morgan Stanley & Co. Incorporated Citicorp Securities, Inc. c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036-8293 Ladies and Gentlemen: We, together with Reid & Priest LLP, of New York, New York, have acted as counsel for Entergy Louisiana, Inc., a Louisiana corporation (the "Company"), in connection with the issuance and sale to you pursuant to the Underwriting Agreement, effective June __, 1997 (the "Underwriting Agreement"), among W3A Funding Corporation, a Delaware corporation (the "Funding Corporation"), the Company and you, of $307,632,000 aggregate principal amount of the Funding Corporation's Waterford 3 Secured Lease Obligation Bonds, _____% Series due ____ (the "Bonds"). The Bonds are being issued pursuant to the Collateral Trust Indenture dated as of July 1, 1997, as amended by Supplemental Indenture No. 1 thereto, dated as of July 1, 1997 (the Collateral Trust Indenture, as so amended, being hereinafter referred to as the "Trust Indenture"), among the Funding Corporation, the Company and Bankers Trust Company, as trustee (the "Trustee"). This opinion is being rendered to you at the request of the Company. In our capacity as such counsel, we have either participated in the preparation of or have examined and are familiar with: (a) the Company's Restated Articles of Incorporation and By-Laws, each as amended; (b) the Underwriting Agreement; (c) the Trust Indenture; (d) the Registration Statement and Prospectus; (e) the records of various corporate proceedings relating to the authorization, execution and delivery by the Company of the Trust Indenture and the Underwriting Agreement; and (f) the proceedings before the Commission under the Holding Company Act relating to the issuance and sale of the Bonds by the Funding Corporation. We have also examined or caused to be examined such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to render this opinion. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement. Subject to the foregoing and to the further exceptions and qualifications set forth below, we are of the opinion that: (i) The Company is duly organized and validly existing as a corporation in good standing under the laws of the State of Louisiana, has due corporate power and authority to conduct the business which it is described as conducting in the Prospectus and to own and operate the properties owned and operated by it in such business and is duly qualified to conduct such business in the State of Louisiana. (ii) The Trust Indenture has been duly and validly authorized by all necessary corporate action on the part of the Company, has been duly and validly executed and delivered by the Company, is a legal, valid and binding instrument of the Company enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar laws affecting creditors' rights and general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law), and has been duly qualified under the TIA and no proceedings to suspend such qualification have been instituted or, to our knowledge, threatened by the Commission. (iii) The Underwriting Agreement has been duly authorized, executed and delivered by the Company. (4) The statements made in the Prospectus and the Prospectus Supplement under the captions "Selected Information", "Certain Terms of the Collateral Bonds", "Security and Source of Payment for the Collateral Bonds", "Description of the Collateral Bonds and the Indenture", "Description of the Lease Indentures", "Description of the Leases" and "Other Agreements", insofar as they purport to constitute summaries of the documents referred to therein, constitute accurate summaries of the terms of such documents in all material respects. (5) The execution, delivery and performance by the Company of the Underwriting Agreement and the Trust Indenture and the consummation of the transactions contemplated thereby (a) will not violate any provision of the Company's Restated Articles of Incorporation or By-Laws, each as amended, (b) will not violate any provision of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance on or security interest in (except as contemplated by the Trust Indenture) any of the assets of the Company pursuant to the provisions of, any mortgage, indenture, contract, agreement or other undertaking known to us (having made due inquiry with respect thereto) to which the Company is a party or which purports to be binding upon the Company or upon any of its assets, and (c) will not violate any provision of any law or regulation applicable to the Company or, to the best of our knowledge (having made due inquiry with respect thereto), any provision of any order, writ, judgment or decree of any governmental instrumentality applicable to the Company (except that various consents of, and filings with, governmental authorities may be required to be obtained or made, as the case may be, in connection or compliance with the provisions of the securities or blue sky laws of any jurisdiction). (6) Except as to the financial statements and other financial or statistical data included or incorporated by reference therein, upon which we do not pass, the Registration Statement, at the time it became effective, and the Prospectus, at the time it was transmitted for filing to the Commission pursuant to Rule 424(b), complied as to form in all material respects with the applicable requirements of the Securities Act and (except with respect to the Statement of Eligibility, upon which we do not pass) the TIA, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and regulations were deemed to comply therewith; and, with respect to documents or portions thereof filed with the Commission pursuant to the Exchange Act, and incorporated by reference in the Prospectus pursuant to Item 12 of Form S-3, such documents or portions thereof, when filed with the Commission, complied as to form in all material respects with the applicable provisions of the Exchange Act, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and regulations were deemed to comply therewith; the Registration Statement has become, and on the date hereof is, effective under the Securities Act; and, to the best of our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose are pending or threatened under Section 8(d) of the Securities Act. (7) An appropriate order has been entered by the Commission under the Holding Company Act authorizing the issuance and sale of the Bonds by the Funding Corporation; to the best of our knowledge, said order is in full force and effect; no further approval, authorization, consent or other order of any governmental body including without limitation the Nuclear Regulatory Commission (other than the declaration of effectiveness of the Registration Statement under the Securities Act or the qualification of the Trust Indenture under the TIA, which have been duly obtained, or in connection or compliance with the provisions of the securities or blue sky laws of any jurisdiction) is legally required to permit the issuance and sale of the Bonds by the Funding Corporation pursuant to the Underwriting Agreement; and no further approval, authorization, consent or other order of any governmental body is legally required to permit the performance by the Company of its obligations with respect to the Bonds or under the Trust Indenture and the Underwriting Agreement. (8) Assuming the capacity of the Owner Participant (as defined in the Prospectus), the Owner Trustee and the Lease Indenture Trustee (as defined in the Prospectus) to engage in the transactions contemplated by each Lease Indenture (as defined in the Prospectus) and the Transaction Documents, (a) the Pledged Lessor Bonds (as defined in the Prospectus) are equally and ratably secured by a lien on and security interest in (i) the related Undivided Interest (as defined in the Prospectus) and (ii) the rights of the Owner Trustee under the Transaction Documents, including the right to receive all payments of Basic Rent (as defined in Appendix A to the Participation Agreement) and certain other payments made by the Company, subject to certain exceptions (including, but not limited to, the creation of liens in respect of moneys and securities not held by the Lease Indenture Trustee), and (b) the execution by the Owner Trustee and delivery to the Lease Indenture Trustee of each Lease Indenture and the Transaction Documents, and the filings and/or recordings heretofore effected, create a valid and perfected first lien thereon and security interest therein (subject only to certain permitted liens) in favor of the Funding Corporation. The description of the Lease Indenture Estate (as defined in the Prospectus) contained in the Lease Indenture is adequate under the laws of the State of Louisiana to create the lien therein that the Lease Indenture purports to create. In passing upon the forms of the Registration Statement and the Prospectus, we necessarily assume the correctness, completeness and fairness of the statements made by the Company and information included or incorporated by reference in the Registration Statement and the Prospectus and take no responsibility therefor, except insofar as such statements relate to us and as set forth in paragraph (4) above. In connection with the preparation by the Company of the Registration Statement and the Prospectus, we have had discussions with certain of the Company's officers and representatives, with other counsel for the Company and with the independent certified public accountants of the Company who examined certain of the financial statements included or incorporated by reference in the Registration Statement. Our examination of the Registration Statement and the Prospectus and our discussions did not disclose to us any information which gives us reason to believe that the Registration Statement, at the Effective Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, at the time transmitted for filing to the Commission pursuant to Rule 424(b) and at the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. We do not express any opinion or belief as to the financial statements or other financial or statistical data included or incorporated by reference in the Registration Statement, the Prospectus or as to the Statement of Eligibility or as to the information contained in the Prospectus Supplement under the caption "Certain Terms of the Collateral Bonds--Book- Entry Only System." We are members of the Louisiana Bar and do not hold ourselves out as experts on the laws of any other state. We have examined the opinions of even date herewith rendered to you by Reid & Priest LLP and Winthrop, Stimson, Putnam & Roberts, and we concur in the conclusions expressed therein insofar as they involve questions of Louisiana law. As to all matters of New York law, we have relied, with your approval, upon the opinion of even date herewith addressed to you by Reid & Priest LLP. The opinion set forth above is solely for the benefit of the addressees of this letter in connection with the Underwriting Agreement and the transactions contemplated thereunder and may not be relied upon in any manner by any other person or for any other purpose without our prior written consent, except that Reid & Priest LLP and Winthrop, Stimson, Putnam & Roberts may rely on this opinion as to all matters of Louisiana law in rendering their opinions required to be delivered under the Underwriting Agreement. Very truly yours, MONROE & LEMANN (A Professional Corporation) By: EXHIBIT B [Letterhead of Reid & Priest LLP] July 14, 1997 Morgan Stanley & Co. Incorporated Citicorp Securities, Inc. c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036-8293 Ladies and Gentlemen: We, together with Monroe & Lemann (A Professional Corporation), of New Orleans, Louisiana, have acted as counsel for Entergy Louisiana, Inc., a Louisiana corporation (the "Company"), in connection with the issuance and sale to you pursuant to the Underwriting Agreement, effective June __, 1997 (the "Underwriting Agreement"), among W3A Funding Corporation, a Delaware corporation ("Funding Corporation"), the Company and you, of $307,632,000 aggregate principal amount of the Funding Corporation's Waterford 3 Secured Lease Obligation Bonds, _____% Series due ____ (the "Bonds"). The Bonds are being issued pursuant to the Collateral Trust Indenture, dated as of July 1, 1997, as amended by Supplemental Indenture No. 1, dated as of July 1, 1997 (the Collateral Trust Indenture, as so amended, being hereinafter referred to as the "Trust Indenture"), among the Funding Corporation, the Company and Bankers Trust Company, as trustee (the "Trustee"). This opinion is being rendered to you at the request of the Company. In our capacity as such counsel, we have either participated in the preparation of or have examined and are familiar with: (a) the Company's Restated Articles of Incorporation and By-Laws, each as amended; (b) the Underwriting Agreement; (c) the Trust Indenture; (d) the Registration Statement and Prospectus; (e) the records of various corporate proceedings relating to the authorization, execution and delivery by the Company of the Trust Indenture and the Underwriting Agreement; and (f) the proceedings before the Commission under the Holding Company Act relating to the issuance and sale of the Bonds by Funding Corporation. We have also examined or caused to be examined such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to render this opinion. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement. Subject to the foregoing and to the further exceptions and qualifications set forth below, we are of the opinion that: (iv) The Trust Indenture has been duly and validly authorized by all necessary corporate action on the part of the Company, has been duly and validly executed and delivered by the Company, is a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar laws affecting creditors' rights and general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law), and has been duly qualified under the TIA, and no proceedings to suspend such qualification have been instituted or, to our knowledge, threatened by the Commission. (v) The Underwriting Agreement has been duly authorized, executed and delivered by the Company. (vi) The statements made in the Prospectus and the Prospectus Supplement under the captions "Selected Information", "Certain Terms of the Collateral Bonds", "Security and Source of Payment for the Collateral Bonds", "Description of the Collateral Bonds and the Indenture", "Description of the Lease Indentures", "Description of the Leases" and "Other Agreements", insofar as they purport to constitute summaries of the documents referred to therein, constitute accurate summaries of the terms of such documents in all material respects. (vii) The execution, delivery and performance by the Company of the Underwriting Agreement and the consummation of the transactions contemplated thereby will not violate any provision of, or constitute a default under, any of the Transaction Documents. (viii) Except as to the financial statements and other financial or statistical data included or incorporated by reference therein, upon which we do not pass, the Registration Statement, at the time it became effective, and the Prospectus, at the time it was transmitted for filing to the Commission pursuant to Rule 424(b), complied as to form in all material respects with the applicable requirements of the Securities Act and (except with respect to the Statement of Eligibility, upon which we do not pass) the TIA, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and regulations were deemed to comply therewith; and, with respect to documents or portions thereof filed with the Commission pursuant to the Exchange Act, and incorporated by reference in the Prospectus pursuant to Item 12 of Form S-3, such documents or portions thereof, when filed with the Commission, complied as to form in all material respects with the applicable provisions of the Exchange Act, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and regulations were deemed to comply therewith; the Registration Statement has become, and on the date hereof is, effective under the Securities Act; and, to the best of our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose are pending or threatened under Section 8(d) of the Securities Act. (ix) An appropriate order has been entered by the Commission under the Holding Company Act authorizing the issuance and sale of the Bonds; to the best of our knowledge, said order is in full force and effect; no further approval, authorization, consent or other order of any governmental body including without limitation the Nuclear Regulatory Commission (other than the declaration of effectiveness of the Registration Statement under the Securities Act or the qualification of the Trust Indenture under the TIA, which have been duly obtained, or in connection or compliance with the provisions of the securities or blue sky laws of any jurisdiction) is legally required to permit the issuance and sale of the Bonds by the Funding Corporation pursuant to the Underwriting Agreement; and no further approval, authorization, consent or other order of any governmental body is legally required to permit the performance by the Company of its obligations with respect to the Bonds or under the Trust Indenture and the Underwriting Agreement. In passing upon the forms of the Registration Statement and the Prospectus, we necessarily assume the correctness, completeness and fairness of the statements made by the Company and information included in the Registration Statement and the Prospectus and take no responsibility therefor, except insofar as such statements relate to us and as set forth in paragraph (3) above. In connection with the preparation by the Company of the Registration Statement and the Prospectus, we have had discussions with certain of the Company's officers and representatives, with other counsel for the Company and with the independent certified public accountants of the Company who examined certain of the financial statements included or incorporated by reference in the Registration Statement. Our examination of the Registration Statement and the Prospectus and our discussions did not disclose to us any information which gives us reason to believe that the Registration Statement, at the Effective Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, at the time transmitted for filing to the Commission pursuant to Rule 424(b) and at the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. We do not express any opinion or belief as to the financial statements or other financial or statistical data included or incorporated by reference in the Registration Statement or the Prospectus, as to the Statement of Eligibility or as to the information contained in the Prospectus Supplement under the caption "Certain Terms of the Collateral Bonds--Book-Entry Only System." We are members of the New York Bar and do not hold ourselves out as experts on the laws of any other state. As to all matters of Louisiana law, we have relied upon the opinion of even date herewith addressed to you of Monroe & Lemann (A Professional Corporation). We have not examined into and are not passing upon matters relating to title to property, franchises or the liens of the Trust Indenture or the Lease Indentures (as defined in the Prospectus). The opinion set forth above is solely for the benefit of the addressees of this letter in connection with the Underwriting Agreement and the transactions contemplated thereunder and may not be relied upon in any manner by any other person or for any other purpose without our prior written consent, except that Monroe & Lemann (A Professional Corporation) may rely on this opinion as to matters of New York law in rendering its opinion required to be delivered under the Underwriting Agreement. Very truly yours, REID & PRIEST LLP EXHIBIT C [Letterhead of Reid & Priest LLP] July 14, 1997 Morgan Stanley & Co. Incorporated Citicorp Securities, Inc. c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036-8293 Ladies and Gentlemen: We have acted as special counsel to W3A Funding Corporation, a Delaware corporation ("Funding Corporation"), in connection with the issuance and sale to you of $307,632,000 aggregate principal amount of its Waterford 3 Secured Lease Obligation Bonds, _____% Series due ____ (the "Bonds"), pursuant to the Underwriting Agreement, effective June __, 1997 (the "Underwriting Agreement"), among Funding Corporation, Entergy Louisiana, Inc., a Louisiana corporation ("Entergy Louisiana"), and you. The Bonds are being issued pursuant to the Collateral Trust Indenture, dated as of July 1, 1997 (the "Original Indenture"), as amended by Supplemental Indenture No. 1 thereto (the "Supplemental Indenture"), dated as of July 1, 1997 (the Original Indenture, as so amended, being hereinafter referred to as the "Trust Indenture"), among Funding Corporation, Entergy Louisiana and Bankers Trust Company, as Trustee (the "Trustee"). This opinion is being rendered to you at the request of Funding Corporation. In our capacity as such counsel, we have either participated in the preparation of or have examined and are familiar with: (a) Funding Corporation's Certificate of Incorporation and By-Laws, each as amended; (b) the Underwriting Agreement; (c) the Trust Indenture; (d) the Registration Statement and Prospectus; (e) the records of various corporate proceedings relating to the authorization, issuance and sale of the Bonds by Funding Corporation and the authorization, execution and delivery by Funding Corporation of the Trust Indenture and the Underwriting Agreement; and (f) the proceedings before the Commission under the Holding Company Act relating to the issuance and sale of the Bonds by the Funding Corporation. We have also examined or caused to be examined such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to render this opinion. We have not examined the Bonds, except specimens thereof, and we have relied upon a certificate of the Trustee as to the authentication and delivery thereof. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement. Subject to the foregoing and to the further exceptions and qualifications set forth below, we are of the opinion that: (1) Funding Corporation is duly organized and validly existing as a corporation in good standing under the laws of the State of Delaware and has due corporate power and authority to own its properties and conduct its business as described in the Prospectus. (2) The Trust Indenture has been duly and validly authorized by all necessary corporate action on the part of Funding Corporation, has been duly and validly executed and delivered by Funding Corporation, is a legal, valid and binding obligation of Funding Corporation enforceable against Funding Corporation in accordance with its terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar laws affecting creditors' rights and general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law), and has been duly qualified under the TIA, and no proceedings to suspend such qualification have been instituted or, to our knowledge, threatened by the Commission. (3) The Bonds have been duly and validly authorized, executed and issued by Funding Corporation and are legal, valid and binding obligations of Funding Corporation enforceable against Funding Corporation in accordance with their terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar laws affecting creditors' rights and general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law), and are entitled to the benefit of the security afforded by the Trust Indenture. (4) The Registration Statement has become, and on the date hereof is, effective under the Securities Act, and to the best of our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose are pending or threatened under Section 8(d) of the Securities Act. (5) The Commission has issued an order under the Holding Company Act authorizing the issuance and sale of the Bonds, and no other approval, authorization, consent or other order of any regulatory body (other than the declaration of effectiveness of the Registration Statement under the Securities Act or the qualification of the Trust Indenture under the TIA, which have been duly obtained, or such registration or qualification as may be required under the securities or blue sky laws of any jurisdiction) is legally required for the valid issuance and sale of the Bonds by the Funding Corporation pursuant to the Underwriting Agreement; and no further approval, authorization, consent or other order of any governmental body is legally required to permit the performance by the Funding Corporation of its obligations with respect to the Bonds or under the Trust Indenture and the Underwriting Agreement. (6) It is not necessary for Funding Corporation to register as an investment company pursuant to the Investment Company Act of 1940, as amended, in order to participate in the transactions contemplated by the Prospectus. (7) The Underwriting Agreement has been duly authorized, executed and delivered by Funding Corporation. (8) The execution, delivery and performance by Funding Corporation of the Underwriting Agreement, the Bonds or the Trust Indenture and the consummation of the transactions contemplated thereby (a) will not violate any provision of Funding Corporation's Certificate of Incorporation or By-Laws, each as amended, (b) will not violate any provision of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance on or security interest in (except as contemplated by the Trust Indenture) any of the assets of Funding Corporation pursuant to the provisions of, any mortgage, indenture, contract, agreement or other undertaking known to us (having made due inquiry with respect thereto) to which Funding Corporation is a party or which purports to be binding upon the Company or upon any of its assets, and (c) will not violate any provision of any law or regulation known to us to be applicable to Funding Corporation or any provision of any order, writ, judgment or decree of any governmental instrumentality known to us to be applicable to Funding Corporation (except that various consents of, and filings with, governmental authorities may be required to be obtained or made, as the case may be, in connection or compliance with the provisions of the securities or blue sky laws of any jurisdiction). (9) The statements made in the Prospectus and the Prospectus Supplement under the captions "Selected Information", "Certain Terms of the Collateral Bonds", "Security and Source of Payment for the Collateral Bonds", "W3A Funding Corporation", "Description of the Collateral Bonds and the Indenture", "Description of the Lease Indentures", "Description of the Leases" and "Other Agreements", insofar as they purport to constitute summaries of documents referred to therein, constitute accurate summaries of the terms of such documents in all material respects. (10) No recordation, registration or filing of the Original Indenture, the Supplemental Indenture or any other supplemental indenture or instrument of further assurance is necessary to make effective the lien intended to be created by the Trust Indenture with respect to the Pledged Property (as defined in the Original Indenture). The opinion expressed in paragraph (10) above assumes (x) the due authorization, execution and delivery of the Original Indenture and the Supplemental Indenture by each of the parties thereto (other than Funding Corporation) and that the same constitute the legal, valid and binding agreements of such parties, enforceable against such parties in accordance with their respective terms, (y) that no property of the types described in the Granting Clauses of the Original Indenture, other than the Pledged Lessor Bonds (as defined in the Prospectus), has been subjected to the lien of the Trust Indenture, and (z) that the Trustee has obtained and continues to retain possession of such Pledged Lessor Bonds. In rendering the opinions set forth above, we have not passed upon and do not purport to pass upon the application of any laws of any jurisdiction other than the federal laws of the United States of America, the laws of the State of New York and the General Corporation Law of the State of Delaware. The opinion set forth above is solely for the benefit of the addressees of this letter in connection with the Underwriting Agreement and the transactions contemplated thereunder and may not be relied upon in any manner or for any other purpose by any other person without our prior written consent, except that the Trustee, Funding Corporation and Entergy Louisiana are entitled to rely on this opinion as if addressed to them. Very truly yours, REID & PRIEST LLP EXHIBIT D [Letterhead of Winthrop, Stimson, Putnam & Roberts] July 14, 1997 Morgan Stanley & Co. Incorporated Citicorp Securities, Inc. c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036-8293 Ladies and Gentlemen: We have acted as counsel for you as the several underwriters of $307,632,000 in aggregate principal amount of Waterford 3 Secured Lease Obligation Bonds, _____% Series due ____ (the "Bonds") issued by W3A Funding Corporation, a Delaware corporation (the "Funding Corporation"), pursuant to the Underwriting Agreement, effective June __, 1997 (the "Underwriting Agreement"), among the Funding Corporation, Entergy Louisiana, Inc, a Louisiana corporation ("Entergy Louisiana"), and you. The Bonds are being issued pursuant to the Collateral Trust Indenture, dated as of July 1, 1997, as amended by Supplemental Indenture No. 1 thereto, dated as of July 1, 1997 (the Collateral Trust Indenture, as so amended, being hereinafter referred to as the "Trust Indenture"), among the Funding Corporation, Entergy Louisiana and Bankers Trust Company, as Trustee (the "Trustee"). We are members of the bar of the State of New York and, for purposes of this opinion, do not hold ourselves out as experts on the laws of any jurisdiction other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States of America. We have, with your consent, relied upon an opinion of even date herewith addressed to you of Monroe & Lemann (A Professional Corporation) as to all matters of Louisiana law related to this opinion. We have reviewed said opinion and believe that it is satisfactory. We have also reviewed the opinion of Reid & Priest LLP required by Section 8(d) of the Underwriting Agreement, and we believe said opinion to be satisfactory. In our capacity as your counsel, we have reviewed, and have relied as to matters of fact material to this opinion upon, the documents delivered to you at the closing of the transactions contemplated by the Underwriting Agreement, and we have reviewed such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to enable us to render this opinion. As to such matters of fact material to this opinion, we have relied upon representations and certifications of the Company and Funding Corporation in such documents and in the Underwriting Agreement, and upon statements in the Registration Statement. In such review, we have assumed the genuineness of all signatures, the conformity to the originals of the documents submitted to us as certified or photostatic copies, the authenticity of the originals of such documents and all documents submitted to us as originals and the correctness of all statements of fact contained in all such original documents. We have not examined the Bonds, except specimens thereof, and we have relied upon a certificate of the Trustee as to the authentication and delivery thereof. We have not examined into, and are expressing no opinion or belief as to matters relating to, incorporation of the Company or Funding Corporation, titles to property, franchises or the liens of the Trust Indenture or the Lease Indentures (as defined in the Prospectus). Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement. Subject to the foregoing and to the further exceptions and qualifications set forth below, we are of the opinion that: (1) The Trust Indenture has been duly and validly authorized by all necessary corporate action on the part of each of the Company and the Funding Corporation, has been duly and validly executed and delivered by each of the Company and the Funding Corporation, and is a legal, valid and binding instrument of each of the Company and the Funding Corporation enforceable against the Company and the Funding Corporation in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar laws affecting creditors' rights and general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law), and, to the best of our knowledge, is qualified under the TIA and no proceedings to suspend such qualification have been instituted or threatened by the Commission. (2) The Bonds have been duly and validly authorized by all necessary corporate action on the part of the Funding Corporation, and are legal, valid and binding obligations of the Funding Corporation enforceable against the Funding Corporation in accordance with their terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar laws affecting creditors' rights and general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law) and are entitled to the benefit of the security purported to be afforded by the Trust Indenture. (3) The statements made in the Prospectus and the Prospectus Supplement under the captions "Selected Information", "Certain Terms of the Collateral Bonds", "Security and Source of Payment for the Collateral Bonds", "Description of the Collateral Bonds and the Indenture", "Description of the Lease Indentures", "Description of the Leases" and "Other Agreements", insofar as they purport to constitute summaries of the documents referred to therein, constitute accurate summaries of the terms of such documents in all material respects. (4) The Underwriting Agreement has been duly authorized, executed and delivered by the Funding Corporation and the Company. (5) An appropriate order has been issued by the Commission under the Holding Company Act authorizing the issuance and sale of the Bonds by the Funding Corporation and, to the best of our knowledge, such order is in full force and effect; and no further approval, authorization, consent or other order of any governmental body (other than the declaration of effectiveness of the Registration Statement under the Securities Act or the qualification of the Trust Indenture under the TIA, which have been duly obtained, or in connection or compliance with the provisions of the securities or blue sky laws of any jurisdiction) is legally required to permit the issuance and sale of the Bonds by the Funding Corporation pursuant to the Underwriting Agreement. (6) Except in each case as to the financial statements and other financial or statistical data included or incorporated by reference therein, upon which we do not pass, the Registration Statement, at the time it became effective, and the Prospectus, at the time it was transmitted for filing to the Commission pursuant to Rule 424(b), complied as to form in all material respects with the applicable requirements of the Securities Act and (except with respect to the Statement of Eligibility, upon which we do not pass) the TIA, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and regulations were deemed to comply therewith; and, with respect to documents or portions thereof filed with the Commission pursuant to the Exchange Act, and incorporated by reference in the Prospectus pursuant to Item 12 of Form S-3, such documents or portions thereof, on the day filed with the Commission, complied as to form in all material respects with the applicable provisions of the Exchange Act, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to said instructions, rules and regulations were deemed to comply therewith; to the best of our knowledge, the Registration Statement has become, and on the date hereof is, effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose are pending or threatened under Section 8(d) of the Securities Act. In passing upon the form of the Registration Statement and the form of the Prospectus, we necessarily assume the correctness, completeness and fairness of statements made by the Company and the Funding Corporation and information included or incorporated by reference in the Registration Statement and the Prospectus and take no responsibility therefor, except insofar as such statements relate to us and as set forth in paragraph (3) above. In the course of the preparation by the Company of the Registration Statement and the Prospectus, we have had discussions with certain officers, employees and representatives of the Funding Corporation, the Company and Entergy Services, Inc., with counsel for the Funding Corporation and the Company and with your representatives. Our review of the Registration Statement and the Prospectus, and the above-mentioned discussions, did not disclose to us any information which gives us reason to believe that the Registration Statement, at the Effective Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, at the time transmitted for filing to the Commission pursuant to Rule 424(b) and at the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. We do not express any opinion or belief as to the financial statements or other financial or statistical data included or incorporated by reference in the Registration Statement or Prospectus, as to the Statement of Eligibility or as to the information contained in the Prospectus Supplement under the caption "Certain Terms of the Collateral Bonds-Book-Entry Only System." This opinion is solely for the benefit of the addressees hereof in connection with the Underwriting Agreement and the transactions contemplated thereunder and may not be relied upon in any manner by any other person or for any other purpose, without our prior written consent. Very truly yours, WINTHROP, STIMSON, PUTNAM & ROBERTS EXHIBIT E ITEMS CONTAINED IN EXCHANGE ACT DOCUMENTS PURSUANT TO SECTION 8(f)(iv) OF THE UNDERWRITING AGREEMENT FOR INCLUSION IN THE LETTER OF THE ACCOUNTANTS REFERRED TO THEREIN Caption Pages Items Annual Report on Form 10-K for the year ended December 31, 1996 "SELECTED FINANCIAL DATA-- FIVE-YEAR COMPARISON" 93 The amounts of electric operatin revenues (by source) for the twelve month periods ended December 31, 1996 and 1995. Quarterly Report on Form 10-Q for the period ended March 31, 1997 "SELECTED OPERATING RESULTS" 38 The amounts of electric operating revenues (by source) for the three months ended March 31, 1997 and 1996. EX-4 3 Exhibit 2 REFUNDING AGREEMENT NO. 1 dated as of June 27, 1997 among ESSL 2, INC., as Owner Participant, W3A FUNDING CORPORATION, as Funding Corporation, FIRST NATIONAL BANK OF COMMERCE, as Owner Trustee, BANKERS TRUST COMPANY, as Corporate Indenture Trustee under Indenture of Mortgage and Deed of Trust No. 1, dated as of September 1, 1989, as supplemented, with the Owner Trustee, and as Collateral Trust Trustee under Collateral Trust Indenture to be dated as of July 1, 1997, with the Lessee and Funding Corporation, STANLEY BURG, as Individual Indenture Trustee under Indenture of Mortgage and Deed of Trust No. 1, dated as of September 1, 1989, as supplemented, with the Owner Trustee, and ENTERGY LOUISIANA, INC. (formerly Louisiana Power & Light Company), as Lessee This REFUNDING AGREEMENT NO. 1, dated as of June 27, 1997, among ESSL 2, INC., as Owner Participant (such term and all other capitalized terms used herein and not defined herein having the respective meanings specified in Appendix A to the Participation Agreement referred to below, as modified by Schedule A-1 thereto), W3A FUNDING CORPORATION, as Funding Corporation, FIRST NATIONAL BANK OF COMMERCE, not in its individual capacity but solely as Owner Trustee, BANKERS TRUST COMPANY, as Corporate Indenture Trustee under the Indenture and as Collateral Trust Trustee under the Collateral Trust Indenture, STANLEY BURG, not in his individual capacity but solely as Individual Indenture Trustee under the Indenture, and ENTERGY LOUISIANA, INC. (formerly Louisiana Power & Light Company), as Lessee, W I T N E S S E T H: WHEREAS, the parties to this Refunding Agreement, other than Funding Corporation and the Collateral Trust Trustee, are parties to Participation Agreement No. 1, dated as of September 1, 1989 (as the same may be amended, modified or supplemented from time to time, the "Participation Agreement"), among the Owner Participant, the Owner Trustee, the Corporate Indenture Trustee, the Individual Indenture Trustee and the Lessee; and WHEREAS, the Initial Series Bonds were issued by the Owner Trustee in connection with the acquisition of the Undivided Interest; and WHEREAS, Section 2(b) of the Participation Agreement provides for a refunding of Outstanding Bonds upon satisfaction of the conditions set forth in Sections 2 and 10(c) of the Participation Agreement and Section 2.05 of the Indenture; and WHEREAS, the Lessee has requested such a refunding; and WHEREAS, Section 3(e) of the Facility Lease provides for an adjustment to Basic Rent and the Value Schedules in connection with the issuance of any Refunding Bonds; and WHEREAS, the Lessee and the Owner Participant have agreed for the Owner Participant to make an additional equity investment and to cause the refinancing of the Outstanding Initial Series Bonds through the issuance of Refunding Bonds and other Additional Bonds (together, the "1997 Bonds") in amounts sufficient to redeem such Outstanding Initial Series Bonds and finance certain transaction expenses associated therewith and the premium thereon, and accordingly have agreed that the refunding contemplated by this Agreement will require certain amendments to the Transaction Documents; and WHEREAS, on June 20, 1997, at the direction of the Lessee and the Owner Participant, the Owner Trustee gave the Indenture Trustee notice of redemption of the Initial Series Bonds on July 17, 1997 (the "Refunding Date"), and the Indenture Trustee gave notice of such redemption to the Holders of such Bonds on June 27, 1997, which notice provided, in accordance with Section 5.05 of the Indenture, that such redemption is conditional upon the receipt by the Indenture Trustee, on or prior to the Refunding Date, of money sufficient to pay the principal of, premium, if any, and interest on the Initial Series Bonds then outstanding and that, if such money shall not have been so received, said notice shall be of no force and effect and the Owner Trustee shall not be required to redeem such Outstanding Initial Series Bonds; and WHEREAS, the parties hereto wish to effect the refunding of the Outstanding Initial Series Bonds through a refunding transaction in which, among other things, Funding Corporation will issue Collateral Bonds to the public and will apply a portion of the proceeds thereof as a Refunding Loan for the account of the Owner Trustee for the refunding in whole of the Outstanding Initial Series Bonds and the payment of a portion of the premium related thereto, such loan to be evidenced by Additional Bonds issued by the Owner Trustee to or upon the order of Funding Corporation; and WHEREAS, the Lessee proposes to enter into an Underwriting Agreement, dated the date hereof (the "Refunding Underwriting Agreement"), with Funding Corporation, Morgan Stanley & Co. Incorporated and Citicorp Securities, Inc. (the "Refunding Underwriters"); and WHEREAS, in connection with the aforesaid, it will be necessary for the Owner Participant, the Lessee, Funding Corporation, the Owner Trustee, the Indenture Trustee and the Collateral Trust Trustee, subject to the conditions set forth herein, to enter into Amendment No. 1, dated as of July 1, 1997, to the Participation Agreement ("PA Amendment No. 1"), to make certain amendments and add certain provisions thereto; and WHEREAS, Section 10.01 of the Indenture provides, among other things, that the parties to the Indenture may, without consent of the Holders of any Bonds, execute a Series Supplemental Indenture in order to establish the terms of Additional Bonds and to make certain changes to the Indenture; and WHEREAS, subject to the conditions set forth herein, the Owner Trustee and the Indenture Trustee will execute Supplemental Indenture No. 2 to the Indenture, dated as of July 1, 1997 ("Supplemental Indenture No. 2"), providing, among other things, for the issuance of 1997 Bonds with the respective terms and conditions specified therein; and WHEREAS, Section 10.03 of the Indenture provides, among other things, that without the consent of the Holders of any Bonds, the Indenture Trustee (x) shall, upon receipt of a written instruction from the Lessee and the Owner Trustee, consent to certain amendments of the Facility Lease and (y) may join in certain amendments of the Participation Agreement; and WHEREAS, subject to the conditions set forth herein, the Owner Trustee and the Lessee intend to execute Lease Supplement No. 1 to the Facility Lease, dated as of July 1, 1997 ("Lease Supplement No. 1"), to make certain amendments to the Facility Lease; and WHEREAS, subject to the conditions set forth herein, the Owner Participant and the Lessee intend to execute Amendment No. 1, dated as of July 1, 1997 to the Tax Indemnification Agreement ("TIA Amendment No. 1") to amend certain provisions of the Tax Indemnification Agreement; and WHEREAS, Basic Rent and the Value Schedules, as set forth in Lease Supplement No. 1, will be adjusted to take into effect, among other things, the additional Tax Assumptions set forth in TIA Amendment No. 1 and the additional Pricing Assumptions set forth in Schedule 1 to PA Amendment No. 1; NOW, THEREFORE, in consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE ONE REFUNDING TRANSACTIONS 1 1.11. Agreement of Funding Corporation. Subject to the satisfaction or written waiver of the terms and conditions hereof and of Section 2 and 10(c) of the Participation Agreement, on the Refunding Date, Funding Corporation shall make a Refunding Loan by paying to the Indenture Trustee for the account of the Owner Trustee immediately available funds in an amount equal to $174,000,000, and shall receive the Owner Trustee's 1997 Bonds to evidence such Refunding Loan, as described in Section 1.02. The proceeds of the Refunding Loan shall be paid directly to a special account established by the Owner Trustee with the Indenture Trustee and shall be applied as set forth in Section 1.02. 1.12. Issuance of Refunding Bonds; Additional Equity Investment; Application of Proceeds. Subject to the satisfaction or written waiver of the terms and conditions hereof and of Sections 2 and 10(c) of the Participation Agreement and Section 2.05 of the Indenture, on the Refunding Date: (a)(i) the Lessee, the Owner Participant, Funding Corporation, the Owner Trustee, the Indenture Trustee, the Individual Indenture Trustee and the Collateral Trust Trustee shall enter into PA Amendment No. 1, (ii) the Lessee and the Lessor shall enter into Lease Supplement No. 1, (iii) the Owner Trustee, the Indenture Trustee and the Individual Indenture Trustee shall enter into Supplemental Indenture No. 2, (iv) the Lessee, Funding Corporation and the Collateral Trust Trustee shall enter into the Collateral Trust Indenture and, subject to satisfaction of the conditions therein set forth, Supplemental Indenture No. 1 thereto ("Collateral Trust Supplement"), and (v) the Lessee and the Owner Participant shall enter into TIA Amendment No. 1; and (b)(i) the Owner Participant shall pay to the Owner Trustee an additional equity investment of $2,890,148.32 ("Additional Equity Investment"), (ii) the Lessee shall make a Supplemental Rent payment in the amount of $741,105.63; and (iii) the Owner Trustee shall issue the 1997 Bonds in the principal amount of $174,000,000 and apply the Refunding Loan, the Additional Equity Investment and the Supplemental Rent payment to redeem the Initial Series Bonds then Outstanding maturing in 2005 ("Series 2005 Bonds") for an amount equal to 102.060% of the outstanding principal amount thereof (such outstanding principal amount being $73,344,000) plus accrued interest thereon and to redeem the Initial Series Bonds then Outstanding maturing in 2017 ("Series 2017 Bonds") for an amount equal to 106.402% of the outstanding principal amount thereof (such outstanding principal amount being $95,896,000) plus accrued interest thereon. The Owner Participant shall pay the Additional Equity Investment and the Lessee shall pay the Supplemental Rent payment directly to the special account established by the Owner Trustee with the Indenture Trustee. Upon receipt of the Refunding Loan in the aggregate principal amount of $174,000,000 and the payments of the Owner Participant and the Lessee described above, the Indenture Trustee, at the direction of the Owner Trustee shall (i) authenticate and deliver the 1997 Bonds of the series and in the aggregate principal amount of the Refunding Loan, and bearing interest at the rates per annum and having such other terms and conditions as set forth in Supplemental Indenture No. 2, and (ii) apply the Refunding Portion of the Refunding Loan and the payments of the Owner Participant and the Lessee pursuant to clause (b) of this paragraph to the redemption of the Series 2005 Bonds and Series 2017 Bonds then outstanding. Upon issuance of the 1997 Bonds to Funding Corporation, Funding Corporation shall pledge such 1997 Bonds in accordance with the terms of the Collateral Trust Indenture. 1.13. Implementation. (a) Forms. The forms of PA Amendment No. 1, Supplemental Indenture No. 2, Lease Supplement No. 1, the Collateral Trust Indenture, the Collateral Trust Supplement and TIA Amendment No. 1 are attached hereto as Exhibits A, B, C, D, E and F, respectively. (b) Obligations of the Owner Participant. The Owner Participant hereby directs the Owner Trustee to execute and deliver this Refunding Agreement and, subject to the terms and conditions of Sections 2(b) and 10(c) of the Participation Agreement and Section 2.05 of the Indenture, the Owner Participant hereby agrees that, on the Refunding Date, it will direct the Owner Trustee to (i) execute and deliver PA Amendment No. 1, Supplemental Indenture No. 2 and Lease Supplement No. 1 (collectively, with this Refunding Agreement and TIA Amendment No. 1, the "Refunding Documents") in substantially the forms of Exhibits A, B and C hereto, respectively, (ii) instruct the Indenture Trustee to consent to Lease Supplement No. 1, (iii) execute the 1997 Bonds as contemplated by the Refunding Documents and request the Indenture Trustee (x) to authenticate and deliver the 1997 Bonds pursuant to Section 2.05 of the Indenture and (y) in view of the fact that Funding Corporation is to pledge such 1997 Bonds to the Collateral Trust Trustee, cause such 1997 Bonds to be delivered directly to, and registered in the name of, the Collateral Trust Trustee, and (iv) execute and deliver all other agreements, instruments and certificates contemplated by the Transaction Documents and the Refunding Documents. (c) Instruction and Consent. Subject to satisfaction of the terms and conditions of Sections 2(b) and 10(c) of the Participation Agreement and Section 2.05 of the Indenture, (x) in accordance with Section 10.03(a) of the Indenture, the Lessee and the Owner Trustee hereby instruct the Indenture Trustee to consent, effective as of the Refunding Date, to Lease Supplement No. 1, and the Indenture Trustee hereby so consents, and (y) in accordance with Section 10.01 and 10.03 of the Indenture, the Owner Trustee and the Indenture Trustee hereby consent and agree to execute and deliver PA Amendment No. 1 and Supplemental Indenture No. 2 on the Refunding Date. The Lessee consents to the execution and delivery of Supplemental Indenture No. 2 by the Owner Trustee and the Indenture Trustee on the Refunding Date. (d) Recordations and Filings. The Lessee shall cause to be made the recordations and filings set forth in Schedule 1 hereto on or prior to the Refunding Date and represents that such filings and recordations are all the recordations and filings necessary to preserve, protect and perfect the Owner Trustee's right, title and interest in and to the Undivided Interest, the Ground Lease Property and under the Facility Lease, as amended by Lease Amendment No. 1, and the security interest of the Indenture Trustee in the Lease Indenture Estate under the Indenture, as amended by Supplemental Indenture No. 2. (e) Funding Corporation Consent. Pursuant to the Collateral Trust Indenture, Funding Corporation shall assign to the Collateral Trust Trustee on the Refunding Date all of Funding Corporation's right, title and interest in and to the 1997 Bonds, as security for Funding Corporation's obligations under the related Refunding Collateral Bonds (as hereinafter defined) and under the Collateral Trust Indenture. Accordingly, Funding Corporation hereby consents to the Owner Trustee's issuance of the 1997 Bonds directly to the Collateral Trust Trustee. (f) Promissory Note; First Mortgage Bonds. The Lessee and the Owner Participant agree that a replacement Promissory Note in the amount of $109,288,603.42, dated the Refunding Date and reflecting the revisions to the Value Schedules contemplated by Lease Supplement No. 1 shall be delivered to the Owner Participant in exchange for the Promissory Note dated September 28, 1989 as contemplated by the last sentence of Section 16(a)(3) of the Participation Agreement. In addition, the Owner Participant shall surrender to the Lessee for retirement and cancellation First Mortgage Bonds as contemplated by the last sentence of Section 16(e)(4) of the Participation Agreement. (g) Terms of 1997 Bonds. In accordance with Section 2(b) of the Participation Agreement, the Lessee hereby gives the Owner Participant irrevocable notice that the terms of the 1997 Bonds shall be as set forth in Exhibit B hereto. The Owner Participant hereby agrees to accept a notice period of fewer than five Business Days as contemplated by Section 2(b) of the Participation Agreement. ARTICLE TWO CONDITIONS TO REFUNDING TRANSACTIONS 2 2.11. Conditions to Obligations of Funding Corporation and Lessee. The respective obligations of Funding Corporation and the Lessee to take the actions specified in Sections 1.01 and 1.02 are subject to the satisfaction on or before the Refunding Date of the following conditions: (i) the Refunding Underwriting Agreement relating to the offer and sale to the public of $307,632,000 aggregate principal amount of Secured Lease Obligation Bonds of Funding Corporation (the "Refunding Collateral Bonds") shall have been executed and delivered; (ii) the Refunding Underwriters shall have purchased the Refunding Collateral Bonds pursuant to the Refunding Underwriting Agreement; and (iii) the conditions set forth in Sections 2 and 10(c) of the Participation Agreement and in the Refunding Underwriting Agreement shall have been satisfied or waived in writing. 2.12. Conditions Precedent to Obligations of Owner Participant and Lessee. The obligations of the Owner Participant and the Lessee to take the actions specified in Article One hereof on the Refunding Date shall be subject to the following conditions precedent: (i) each of the representations and warranties of the Lessee set forth in Section 9(a)(1), (2), (3), (4), (5), (10), (11), (12), (15), (16), (19) and (20) of the Participation Agreement shall be true and correct as of the Refunding Date, provided that (a) all references therein to Closing Date shall be deemed to mean the Refunding Date, (b) the term Disclosure Documents shall be deemed to mean Lessee's latest Annual Report on Form 10-K filed with the SEC and all documents subsequently filed by the Lessee with the SEC pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act prior to the date of the execution and delivery of the Refunding Agreement, and (c) the references in clause (10) to June 30, 1989 shall be deemed to mean the last day of the fiscal quarter for which the most recent Quarterly Report on Form 10-Q has been filed with the SEC; and Lessee shall have delivered a certificate to such effect to the Owner Participant; and (ii) each of the representations and warranties of the Owner Participant set forth in Section 6(a)(1), (2), (3), (4), (5), (7) and (9) of the Participation Agreement shall be true and correct as of the Refunding Date, provided that all references therein to Closing Date shall be deemed to mean the Refunding Date; and the Owner Participant shall have delivered a certificate to such effect to the Lessee; (iii) each of the representations and warranties of FNBC and Owner Trustee set forth in Section 7(a)(1), (2), (3), (4), (5), (6), (7), (8), (9) and (10) of the Participation Agreement shall be true and correct as of the Refunding Date, provided that all references therein to Closing Date shall be deemed to mean the Refunding Date; and FNBC and the Owner Trustee shall have delivered a certificate to such effect to the Owner Participant and the Lessee; (iv) each of the representations and warranties of IT and the Indenture Trustee set forth in Section 8(a) of the Participation Agreement shall be true and correct as of the Refunding Date, provided that all references therein to Closing Date shall be deemed to mean the Refunding Date; and IT and the Indenture Trustee shall have delivered a certificate to such effect to the Owner Participant and the Lessee; (v) each of the representations and warranties of Funding Corporation set forth in Section 8A of the Participation Agreement shall be true and correct and Funding Corporation shall have delivered a certificate to such effect to the Owner Participant and the Lessee; (vi) each of the representations and warranties of the Collateral Trust Trustee set forth in Section 8B of the Participation Agreement shall be true and correct and the Collateral Trust Trustee shall have delivered a certificate to such effect to the Owner Participant and the Lessee; (vii) the Refunding Underwriting Agreement shall have been executed and delivered; (viii) the Refunding Underwriters shall have purchased the Refunding Collateral Bonds pursuant to the Refunding Underwriting Agreement; and (ix) the conditions set forth in Sections 2(b) and 10(c) of the Participation Agreement shall have been satisfied or waived in writing; provided, however, that the obligations of the Lessee shall not be subject to the conditions set forth in clause (i) above and the obligations of the Owner Participant shall not be subject to the conditions set forth in clause (ii) above. 2.13. Conditions to Obligation of Owner Trustee. The obligation of the Owner Trustee to issue and deliver the 1997 Bonds on the Refunding Date to the Collateral Trust Trustee, as assignee of Funding Corporation, in consideration of the Refunding Loan is subject to (x) the simultaneous performance by Funding Corporation of its obligations under Article One and the payment by the Owner Participant and the Lessee of the amounts provided in Section 1.02, (y) the satisfaction on or before the Refunding Date of the conditions set forth in Sections 2 and 10(c) of the Participation Agreement and Section 2.05 of the Indenture to the obligation of the Owner Trustee to participate in the transactions contemplated by this Refunding Agreement, and (z) receipt by the Owner Trustee of a direction from the Owner Participant in conformance with Section 1.03. 2.14. Conditions to Obligation of Indenture Trustee. The obligation of the Indenture Trustee to take the action specified in Section 1.02 is subject to the satisfaction on or before the Refunding Date of the conditions set forth in Section 2.05 of the Indenture. ARTICLE THREE REFUNDING EXPENSES 3 3.11. Refunding Expenses. (a) Subject to the provisions of this Section 3.01, solely from funds provided by the Owner Participant, the Owner Trustee hereby agrees that it will pay when due, or reimburse any Person who has previously paid, the Lessor's Percentage (as defined in Section 13(a) of the Participation Agreement) of the following costs and expenses ("Refunding Expenses") without duplication of amounts payable with respect to any other refunding of bonds on the Refunding Date utilizing the proceeds of the Refunding Collateral Bonds: (i) the reasonable legal fees and disbursements of the Owner Participant's Special Counsel (in an amount not to exceed the amount agreed to by the Owner Participant and the Lessee), the Owner's Participant's Louisiana Counsel, the Owner Trustee's Counsel (Louisiana and New York) and the Indenture Trustee's Counsel for their services rendered in connection with the execution and delivery of this Refunding Agreement and the other Refunding Documents; (ii) all stenographic, printing, reproduction, and other reasonable out-of-pocket expenses (other than investment banking or brokerage fees) incurred in connection with the transactions contemplated by the Refunding Documents and all other agreements, documents or instruments prepared in connection therewith (including all structuring computations and computerized lease analysis and travel related costs); (iii) all costs of issuance of the Refunding Collateral Bonds, including, without limitation, the costs of preparing the Refunding Underwriting Agreement, and all filing fees relating to any Registration Statement for the Refunding Collateral Bonds and the fees, expenses and disbursements of the law firms referred to in clause (i) above, and of counsel to the Refunding Underwriters, rating agency fees and the fees and commissions of the Refunding Underwriters; (iv) all fees of the Owner Trustee and the Indenture Trustee in connection with the review, execution and delivery of this Refunding Agreement and the other Refunding Documents; and (v) any other fees, expenses, disbursements and costs as the Lessee and the Owner Participant shall have agreed are payable pursuant to this Section 3.01(a). Notwithstanding anything in this Section 3.01 to the contrary, the amount of Refunding Expenses payable by the Owner Trustee shall not exceed $1,805,305.43. Subject to the provisions of paragraphs (b) and (c) below, funds for the payment of Refunding Expenses will be provided by the Owner Participant and the Owner Trustee will promptly disburse funds for the payment of such expenses in accordance with written authorization from the Owner Participant. (b) Payments or reimbursements of Refunding Expenses shall be made (i) on the Refunding Date to the extent invoiced and approved by the Owner Participant on or prior to the Refunding Date, and (ii) to the extent not previously paid pursuant hereto as promptly as practicable, and in any event not later than 10 Business Days after being invoiced. Each party hereto shall use its best efforts to prepare, and cause any Person acting for it to prepare, and submit as soon as practicable and in any event not later than 30 days after the Refunding Date any invoice of such Person in respect of Refunding Expenses. (c) Notwithstanding anything in this Section 3.01 to the contrary, in the event the transactions contemplated by this Refunding Agreement shall not be consummated, the Lessee shall pay or cause to be paid, and shall indemnify and hold harmless the Indenture Trustee, the Owner Trustee, Funding Corporation, the Owner Participant and the Collateral Trust Trustee with respect to all losses, costs and expenses whatsoever incurred by them as a result of the pursuit of such transactions, including, without limitation, all Refunding Expenses (which shall, in such an instance, be deemed to include, without limitation, all losses, costs and expenses whatsoever incurred by the Owner Participant pursuant to this Agreement and Section 7.01 of the Trust Agreement) unless, in the case of the Owner Participant, such failure to consummate shall result solely from the Owner Participant's default in making its investment as contemplated in Article One hereunder. (d) Furthermore, in the event that the Lessor's Percentage of the Refunding Expenses shall exceed the funds available to the Owner Trustee pursuant to paragraph (a) for the payment of Refunding Expenses, the Lessee shall pay or cause to be paid, and shall indemnify and hold harmless the Indenture Trustee, the Owner Trustee, Funding Corporation, the Owner Participant and the Collateral Trust Trustee with respect to, all such excess Refunding Expenses. (e) Promptly after the payment of the Refunding Expenses, any adjustments to Basic Rent and the Value Schedules as are required by Section 3(e)(ii) of the Facility Lease shall be made. ARTICLE FOUR MISCELLANEOUS 4 4.11. Execution. This Refunding Agreement may be executed in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. 4.12. Governing Law. This Refunding Agreement shall be governed by, and be construed in accordance with, the laws of the State of New York. 4.13. Concerning the Owner Trustee. FNBC is entering into this Refunding Agreement solely as Owner Trustee under the Trust Agreement and not in its individual capacity. Notwithstanding anything herein to the contrary, all and each of the agreements and obligations herein made or undertaken on the part of the Owner Trustee are made or undertaken not as personal agreements of FNBC, but are made or undertaken solely for the purpose of binding only the Trust Estate, and nothing contained in this Refunding Agreement shall entitle any person to any claim against FNBC in its individual capacity or any of its assets. IN WITNESS WHEREOF, the parties hereto have caused this Refunding Agreement to be duly executed by their respective officers thereunto duly authorized as of the date first set forth above. ESSL 2, INC., as Owner Participant By Name: Title: W3A FUNDING CORPORATION By Name: Title: FIRST NATIONAL BANK OF COMMERCE, not in its individual capacity but solely as Owner Trustee under the Trust Agreement By Name: Title: BANKERS TRUST COMPANY, as Corporate Indenture Trustee and Collateral Trust Trustee By Name: Title: STANLEY BURG, not in his individual capacity but solely as Individual Indenture Trustee ENTERGY LOUISIANA, INC., as Lessee By Name: Title: SCHEDULE 1 Recordations and Filings AMENDMENT NO. 1 dated as of July 1, 1997 to PARTICIPATION AGREEMENT NO. 1 dated as of September 1, 1989 among ESSL 2, INC., as Owner Participant W3A FUNDING CORPORATION, as Funding Corporation FIRST NATIONAL BANK OF COMMERCE, as Owner Trustee BANKERS TRUST COMPANY, as Corporate Indenture Trustee under Indenture of Mortgage and Deed of Trust No. 1, dated as of September 1, 1989, as supplemented, with the Owner Trustee, and as Collateral Trust Trustee under Collateral Trust Indenture dated as of July 1, 1997 with the Lessee and Funding Corporation, STANLEY BURG, as Individual Indenture Trustee under Indenture of Mortgage and Deed of Trust No. 1, dated as of September 1, 1989, as supplemented, with the Owner Trustee, and ENTERGY LOUISIANA, INC. (formerly Louisiana Power & Light Company), as Lessee This AMENDMENT NO. 1, dated as of July 1, 1997 ("PA Amendment No. 1"), to PARTICIPATION AGREEMENT NO. 1, dated as of September 1, 1989, among ESSL 2, INC., as Owner Participant (such term and all other capitalized terms used herein and not defined herein having the respective meanings specified in Appendix A to the Participation Agreement, as modified by Schedule A-1 thereto), W3A FUNDING CORPORATION, as Funding Corporation, FIRST NATIONAL BANK OF COMMERCE, as Owner Trustee, BANKERS TRUST COMPANY, as Corporate Indenture Trustee under the Indenture and as Collateral Trust Trustee under the Collateral Trust Indenture, STANLEY BURG, as Individual Indenture Trustee under the Indenture, and ENTERGY LOUISIANA, INC. (formerly Louisiana Power & Light Company), as Lessee, W I T N E S S E T H: WHEREAS, the parties to this PA Amendment No. 1, other than Funding Corporation and the Collateral Trust Trustee, are parties to Participation Agreement No. 1, dated as of September 1, 1989 (the "Participation Agreement"), among the Owner Participant, the Owner Trustee, the Corporate Indenture Trustee, the Individual Indenture Trustee and the Lessee; and WHEREAS, the Initial Series Bonds were issued by the Owner Trustee in connection with the acquisition of the Undivided Interest; and WHEREAS, Section 2(b) of the Participation Agreement provides for a refunding of Outstanding Bonds upon the satisfaction of the conditions set forth in Sections 2 and 10(c) of the Participation Agreement and Section 2.05 of the Indenture; and WHEREAS, the Lessee, the Owner Participant, the Owner Trustee, Funding Corporation, the Indenture Trustee and the Collateral Trust Trustee have entered into the Refunding Agreement, dated as of July 1, 1997, providing for the issuance by the Owner Trustee of Additional Bonds, including Refunding Bonds, to provide funds to redeem the Outstanding Initial Series Bonds and to pay certain other costs incurred in connection therewith; and WHEREAS, the Lessee and the Owner Participant have agreed for the Owner Participant to make an additional equity investment and to cause the refinancing of the Outstanding Initial Series Bonds through the issuance of Additional Bonds (including refunding Bonds) and Collateral Bonds in amounts sufficient to finance certain transaction expenses associated with the refinancing and the premium on the Initial Series Bonds, and accordingly have agreed that the refunding contemplated by the Refunding Agreement will require certain amendments to the Transaction Documents; and WHEREAS, the parties hereto wish (x) to amend the Participation Agreement to provide for the utilization of Funding Corporation in connection with the refunding of Bonds, and (y) to effect the refunding of the Outstanding Initial Series Bonds through a refunding transaction in which, among other things, Funding Corporation will issue Collateral Bonds to the public and will apply a portion of the proceeds thereof as a Refunding Loan for the account of the Owner Trustee for the refunding in whole of the Outstanding Initial Series Bonds and for the payment of certain expenses incurred in connection therewith, such loan to be evidenced by Additional Bonds issued by the Owner Trustee to or upon the order of Funding Corporation; and WHEREAS, Basic Rent and the Value Schedules, as set forth in Lease Supplement No. 1, have been adjusted to take into effect, among other things, the additional Tax Assumptions set forth in TIA Amendment No. 1 and the additional Pricing Assumptions set forth in Schedule 2 hereto; NOW, THEREFORE, in consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE ONE AMENDMENTS 1 1.11. Amendments. (a) The Participation Agreement is hereby amended by adding Funding Corporation and the Collateral Trust Trustee as parties thereto. The Participation Agreement is further amended in the following respects: (b) The first sentence of Section 1 is deleted and the following inserted in lieu thereof: "For the purposes hereof, capitalized terms used herein shall have the meanings assigned to such terms in Appendix A hereto as modified by Schedule A-1 thereto." (c) Section 2 is amended by deleting paragraphs (b), (c) and (d) and inserting the following in lieu thereof: (b) Refunding of Bonds. (1) Subject to satisfaction of the conditions set forth in this Section 2 and Section 10(c), Section 2.05 of the Indenture and the terms of the Refunded Bonds (as defined below), the Lessee shall have the right to request the Owner Trustee to, and upon any such request the Owner Trustee shall, take such steps as may be necessary to refund in whole or in part any Bonds then Outstanding (the "Refunded Bonds"), including the issuance on any Refunding Date of one or more series of Additional Bonds (any such Additional Bonds with respect to which the proceeds are used to refund the Refunded Bonds being hereinafter referred to as the "Refunding Bonds") in an aggregate principal amount equal to such Refunded Bonds; provided, however, that unless the Owner Participant shall have consented thereto, the Lessee shall not exercise the right granted in this Section 2(b) on more than six occasions. In addition, subject to the terms of the Indenture and Section 10(c), the Lessee may require the Owner Trustee to issue Additional Bonds and to use the proceeds thereof to finance (x) all fees, expenses, disbursements and costs (including legal and other professional fees and expenses) incurred by the Owner Participant, the Owner Trustee, the Indenture Trustee and the Collateral Trust Trustee (to the extent that the Lessee is liable therefor pursuant to Section 13(c)) in connection with any refunding pursuant to this Section 2(b) and (y) all fees, expenses, disbursements and costs incurred by the Lessee in connection with any such refunding pursuant to this Section 2(b), including, without limitation, the costs of preparing any related underwriting agreement and registration statement, all filing fees relating to any such registration statement, the fees, expenses and disbursements of counsel to any underwriters of the Additional Bonds, rating agency fees, and the fees and commissions of the underwriters of such Additional Bonds (including the Refunding Bonds). (2) Subject to satisfaction of the conditions set forth in this Section 2 and Section 10(c) and Section 2.04 of the Collateral Trust Indenture, the Lessee shall have the right to request Funding Corporation to issue Collateral Bonds in connection with the issuance of Additional Bonds pursuant to this Section 2(b), and upon such request, on any Refunding Date, Funding Corporation shall issue and sell Collateral Bonds and lend the proceeds thereof to the Owner Trustee in an amount (a "Refunding Loan") equal to the aggregate principal amount of the related Additional Bonds; provided, however, that unless the Owner Participant shall have consented thereto, the Lessee shall not exercise the right granted in this Section 2(b) on more than six occasions. The Owner Trustee's obligation to repay a Refunding Loan shall be evidenced by one or more Additional Bonds, issued to or upon the order of Funding Corporation and pledged to the Collateral Trust Trustee as security for the related Collateral Bonds, which Additional Bonds shall be in an aggregate principal amount equal to the Refunding Loan. Not less than three Business Days prior to the Refunding Date, Funding Corporation and Lessee shall deliver to the Owner Participant and the Owner Trustee a certificate setting forth the terms of the Additional Bonds which Lessee may determine as provided below. Anything herein to the contrary notwithstanding, the Lessee shall be under no obligation whatsoever to utilize Funding Corporation or cause the issuance of Collateral Bonds in connection with any refundings contemplated by this Section 2(b). (3) The refundings contemplated by this Section 2(b) shall be effected at the request of the Lessee given in writing to the Owner Participant at least 20 Business Days prior to the Refunding Date; provided, however, that (i) no such request shall be made or refunding shall occur while an Event of Default shall have occurred and be continuing, (ii) except as contemplated in Sections 3(d), 3(e) and 3(f) of the Facility Lease, Net Economic Return shall not be adversely affected thereby (or appropriate adjustments shall have been made or shall be made on the Refunding Date pursuant to Sections 3(e) and 3(f) of the Facility Lease to preserve Net Economic Return), and (iii) any modifications of the Transaction Documents (after giving effect to any adjustments pursuant to clause (ii) above) shall not, in the opinion of the Owner Participant's Special Tax Counsel, adversely affect the tax benefits contemplated by the Owner Participant in entering into the transactions contemplated by this Participation Agreement and the other Transaction Documents; and provided, further, that any notice of refunding given by the Lessee to the Owner Participant as contemplated by this sentence shall be revocable by the Lessee and shall be sufficient if such notice sets forth an approximate date on which a particular refunding is to occur; and provided, further, that the Lessee shall give the Owner Participant at least three Business Days' irrevocable notice prior to the Refunding Date of those terms of the Additional Bonds which the Lessee may determine as provided below. Subject to the conditions of this Section 2(b) and Section 10(c), the Owner Participant agrees to cooperate with the Lessee in order to accomplish the refundings requested by the Lessee. (4) In setting the terms of the Additional Bonds issued in connection with a refunding (including the Refunding Bonds), the Lessee, in its sole discretion, may determine the number of tranches of debt, the interest rates applicable thereto (reflective of actual market conditions) and the final maturities thereof (which shall be no later than July 2, 2017) and, based on such determination, the Owner Participant shall determine the principal amount, the sinking fund or amortization schedules and the average life applicable to all tranches of such Additional Bonds (provided that unless the Lessee shall have consented thereto the aggregate average life of all such Additional Bonds, together with the other Bonds which shall remain Outstanding, shall not vary from the aggregate average life reflected in the sinking fund schedule for the Initial Series Bonds by more than 18 months), so as to minimize the net present value of the Basic Rent payments by the Lessee over the Basic Lease Term, discounted on a semi-annual basis at an annual interest rate of 11 percent, while preserving Net Economic Return. (c) Reoptimization. Upon the occurrence of a Tax Law Change of the type referred to in subclause (C) of Section 3(e)(v) of the Facility Lease or any Tax Rate Change (and in addition to the reoptimization of any of the sinking fund or amortization schedules for the Bonds in connection with a refunding pursuant to Section 2(b)), subject to the satisfaction of the conditions set forth in Section 10(c) and this Section 2, the Owner Trustee, at the written request of the Lessee (with copies to be given to the Owner Participant and the Indenture Trustee), in the case of a Tax Law Change of the type referred to in this subsection (c), or at the written request of the Owner Participant (with copies to be given to the Lessee and the Indenture Trustee), in the case of a Tax Rate Change, given within two years after the date of such Tax Law Change or Tax Rate Change, as the case may be, shall reoptimize or cause the reoptimization of the sinking fund or amortization schedules for the Bonds of any series to the extent not inconsistent with the provisions, if any, of the Indenture and such Bonds and in accordance with, and in the manner contemplated by, Section 3 of the Facility Lease. Upon the receipt from the Owner Participant of the reoptimized sinking fund or amortization schedule for such Bonds and the other information referred to in Section 2.17 of the Indenture, together with verification thereof if requested by the Lessee pursuant to Section 3(f)(ii) of the Facility Lease, the Owner Trustee shall deliver to the Indenture Trustee an Owner Trustee Request pursuant to said Section 2.17. The Owner Trustee, the Indenture Trustee, the Collateral Trust Trustee and Funding Corporation may rely on any reoptimized sinking fund or amortization schedules and other information furnished by the Owner Participant. (d) Cooperation. Subject to the applicable conditions to their obligations herein provided, each of the Lessee, the Owner Trustee, the Owner Participant, the Indenture Trustee, the Collateral Trust Trustee and Funding Corporation agrees that it will cooperate in connection with any refunding or reoptimization contemplated herein and enter into such additional agreements and such supplements or amendments to or consents under the Transaction Documents as may reasonably be requested to effectuate the transactions contemplated in connection with any such refunding or reoptimization. (d) The following is added to the end of Section 6(b): (6) No-Petition Agreement. Following the issuance of any Additional Bonds to or upon the order of Funding Corporation and prior to the 181st day following the payment in full of such Bonds and the discharge of the Collateral Trust Indenture in accordance with its terms, the Owner Participant agrees that it will not file a petition, or join in the filing of a petition, seeking reorganization, arrangement, adjustment or composition of, or in respect of, Funding Corporation under the Bankruptcy Code or any other applicable Federal or state law or the law of the District of Columbia. Notwithstanding the foregoing, nothing herein shall prohibit the Owner Participant from otherwise participating in any such action initiated by any other person. (e) Section 7(b) is amended as follows: (1) The introductory text of Section 7(b) is deleted and the following inserted in lieu thereof: (b) Agreements of FNBC and the Owner Trustee. FNBC agrees, in its individual capacity as set forth in clauses (1), (3) and, as to FNBC, (4), (6), (7) and (8), and the Owner Trustee agrees as set forth in clauses (2) and (5), and, as to the Owner Trustee, (4), (6), (7) and (8) below, that: (2) The following is added to the end of Section 7(b): (8) No-Petition Agreement. Following the issuance of any Additional Bonds to or upon the order of Funding Corporation and prior to the 181st day following the payment in full of such Bonds and the discharge of the Collateral Trust Indenture in accordance with its terms, each of FNBC and the Owner Trustee agrees that it will not file a petition, or join in the filing of a petition, seeking reorganization, arrangement, adjustment or composition of, or in respect of, Funding Corporation under the Bankruptcy Code or any other applicable Federal or state law or the law of the District of Columbia. Notwithstanding the foregoing, nothing herein shall prohibit FNBC or the Owner Trustee from otherwise participating in any such action initiated by any other person. (f) The following is added to the end of Section 8(b): (3) No-Petition Agreement. Following the issuance of any Additional Bonds to or upon the order of Funding Corporation and prior to the 181st day following the payment in full of such Bonds and the discharge of the Collateral Trust Indenture in accordance with its terms, each of the Corporate Indenture Trustee and the Individual Indenture Trustee agrees that it will not file a petition, or join in the filing of a petition, seeking reorganization, arrangement, adjustment or composition of, or in respect of, Funding Corporation under the Bankruptcy Code or any other applicable Federal or state law or the law of the District of Columbia. Notwithstanding the foregoing, nothing herein shall prohibit the corporate Indenture Trustee or the Individual Indenture Trustee from otherwise participating in any such action initiated by any other person. (g) The following is added immediately following Section 8: SECTION 8A. Representations, Warranties and Agreements of Funding Corporation. (a) Representations and Warranties. Funding Corporation represents and warrants that: (1) Due Organization. Funding Corporation is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware and has the corporate power and authority to carry on its business as presently conducted, own its properties, and enter into and perform its obligations under this Participation Agreement and each other Transaction Document to which it is a party. Funding Corporation has not failed to qualify to do business or be in good standing in any jurisdiction where failure to so qualify or be in good standing would materially and adversely affect its ability to perform any of its obligations under this Participation Agreement or any Transaction Document to which it is, or is to become on or before the Refunding Date, a party. (2) Due Authorization; Enforceability. The execution, delivery and performance by Funding Corporation of this Participation Agreement and each other Transaction Document to which it is or is to become on or before the Refunding Date a party have been duly authorized by all necessary corporate action on the part of Funding Corporation and do not require the consent or approval of the stockholders of Funding Corporation. Each of this Participation Agreement and each other Transaction Document to which it is a party has been duly executed and delivered by Funding Corporation and constitutes a legal, valid and binding agreement of Funding Corporation enforceable against it in accordance with its terms. (3) No Violation. Neither the execution, delivery or performance by Funding Corporation of this Participation Agreement or the other Transaction Documents to which it is or is to become a party on or before the Refunding Date a party, nor the consummation by Funding Corporation of the transactions contemplated hereby and thereby, nor compliance by Funding Corporation with the provisions hereof and thereof, conflicts with, or results in the breach of any provision of, the Certificate of Incorporation or By- Laws of Funding Corporation or any indenture, mortgage or agreement to which Funding Corporation is a party or by which it or its property is bound, or contravenes any Federal, Delaware or New York law applicable to it or requires any Governmental Action with respect to Funding Corporation under any Federal, Delaware or New York law applicable to it. Funding Corporation is not an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act. (4) No Other Business. Except as contemplated by this Participation Agreement and the other Transaction Documents, Funding Corporation has not engaged in any business or activity of any type or kind whatsoever. (5) Investment Representations. Funding Corporation will acquire each Bond to be acquired by it hereunder and under the Indenture solely for purposes of pledging such Bond to the Collateral Trust Trustee to secure Collateral Bonds issued from time to time under the Collateral Trust Indenture. Funding Corporation understands that no Bond to be acquired by it hereunder or under the Indenture will have been registered under the Securities Act and that each such Bond will bear the legend set forth in Section 2.08 of the Indenture. (b) Agreements. Funding Corporation agrees that: (1) Transfers of Bonds. Any transfer or assignment of any Bond acquired by it or of all or any part of Funding Corporation's interest hereunder or under any other Transaction Document shall be effected in compliance with the registration requirements of the Securities Act, or pursuant to an exemption therefrom, and on the express condition that the transferee, assignee or participant shall agree to be bound by the terms and provisions hereof and thereof. Funding Corporation will not sell, exchange or transfer any Bond to any other Person (other than to the Collateral Trust Trustee) unless (i) it shall have received the prior written consent of the Owner Participant and (ii) such transferee delivers to the Lessee, the Owner Participant, the Owner Trustee and the Indenture Trustee a representation and warranty (and an opinion of counsel satisfactory to each such Person) to the effect that neither the transfer of such Bond to, nor the ownership of such Bond by, such transferee will cause such transferee, or any such Person, to be engaged in a "prohibited transaction", as defined in Section 406 of ERISA or Section 4975 of the Code, which is not at such time subject to an exemption contained in ERISA or in the rules, regulations, releases or bulletins adopted thereunder. (2) Redemption of Collateral Bonds. Except as provided in the Transaction Documents, Funding Corporation will not refinance or optionally redeem, purchase or directly or indirectly acquire any Collateral Bond issued in connection with any Bond without the prior written consent of the Lessor and Lessee. (3) Quiet Enjoyment. Funding Corporation acknowledges Section 6(a) of the Facility Lease. (4) No Other Business. During such time as any Bond acquired by it is Outstanding and held by the Collateral Trust Trustee as security for its obligations, Funding Corporation will not (i) engage in any business or activity other than as contemplated by the Transaction Documents, or (ii) amend or engage in any activity or take any action not permitted by Article THIRD, FOURTH or SIXTH of its Certificate of Incorporation, as in effect on the date of execution and delivery hereof, without, in each case, the consent of the Lessee, the Owner Participant, the Owner Trustee and the Indenture Trustee. (c) Agreements with the Indenture Trustee. Funding Corporation hereby (i) acknowledges and agrees that, in connection with this Participation Agreement, the Indenture Trustee shall have the benefits and protections of Article Eight of the Indenture and (ii) agrees that, to the extent it becomes a Holder, in the event of a conflict between the provisions of this Participation Agreement and the Indenture, the Indenture Trustee shall, as between the Indenture Trustee and Funding Corporation, be fully protected in relying on the express terms of the Indenture. (h) The following is added immediately following Section 8A: SECTION 8B. Representations and Warranties of Collateral Trust Trustee. The Collateral Trust Trustee represents and warrants that: (a) Due Organization. The Collateral Trust Trustee is duly organized and validly existing in good standing under the laws of the State of New York and has the power and authority and legal right to enter into and perform its obligations under the Collateral Trust Indenture, this Participation Agreement, the Refunding Agreement and each other Transaction Document to which it is a party. (b) Due Authorization. The execution, delivery and performance by the Collateral Trust Trustee of the Collateral Trust Indenture, this Participation Agreement, the Refunding Agreement and each other Transaction Document to which the Collateral Trust Trustee is a party have been duly authorized by all necessary corporate action of the Collateral Trust Trustee and each has been duly executed and delivered by the Collateral Trust Trustee. (c) Execution; Authentication of Bonds. (i) Each of the Collateral Trust Indenture, this Participation Agreement, the Refunding Agreement and each other Transaction Document to which the Collateral Trust Trustee is a party has been duly executed and delivered by the Collateral Trust Trustee and constitutes the legal, valid and binding agreement of the Collateral Trust Trustee, enforceable against the Collateral Trust Trustee in accordance with its terms; and (ii) each officer of the Collateral Trust Trustee who shall authenticate any Refunding Collateral Bond to be issued pursuant to the Collateral Trust Indenture shall be, at the time of such authentication, a Responsible Officer. (i) Section 9 is amended as follows: (1) 9(a)(5) is amended by deleting clause (ii) of the first paragraph thereof and inserting the following in lieu thereof: (ii) as, on or before any Refunding Date or Reoptimization Date, in the case of Governmental Actions required in connection with the issuance of Bonds and Collateral Bonds on any such date, will have been duly obtained, given or accomplished, with true copies thereof delivered to the Owner Participant and the Indenture Trustee; (2) Section 9(b)(1) is amended by adding the words "and the Collateral Trust Trustee" after the words "the Owner Trustee" in the first parenthetical thereof. (3) Section 9(b)(2) is amended by adding the words "the Collateral Trust Trustee" immediately after the words "Owner Participant" after each place where the words "Owner Participant" appear. (4) Section 9(b)(3) is amended by (A) deleting subparagraph (iv) and inserting the following in lieu thereof: (iv) Bonds and Collateral Bonds. The Lessee will not, nor will it permit any of its Affiliates to, acquire, directly or indirectly, any of the bonds or Collateral Bonds, or any interest therein, without the written consent of the Owner Participant; provided, however, that the Lessee may purchase Collateral Bonds for application in accordance with the sinking fund provisions of the Collateral Trust Indenture so long as (A) the amount of Collateral Bonds held at any time by the Lessee (and any Affiliates) does not exceed the sum of the amounts due as Basic Rent for the next two consecutive Basic Rent Payment Dates and (B) none of the Collateral Bonds purchased are held by the Lessee (or any Affiliate) for a period in excess of 12 months. and (B) adding the following to the end thereof: (xviii) No-Petition Agreement. Following the issuance of any Additional Bonds to or upon the order of Funding Corporation and prior to the 181st day following the payment in full of such Bonds and the discharge of the Collateral Trust Indenture in accordance with its terms, the Lessee agrees that it will not file a petition, or join in the filing of a petition, seeking reorganization, arrangement, adjustment or composition of, or in respect of, Funding Corporation under the Bankruptcy Code or any other applicable Federal or state law or the law of the District of Columbia. Notwithstanding the foregoing, nothing herein shall prohibit the Lessee from otherwise participating in any such action initiated by any other person. (j) Section 10(c) is amended as follows: (1) The introductory text of Section 10(c) is deleted and the following inserted in lieu thereof: (c) Conditions to Refunding or Reoptimization. In addition to the limitations set forth in Section 2(b) or 2(c), as the case may be, the obligation of the Owner Participant and, if Funding Corporation is being utilized in connection therewith, Funding Corporation to participate in a refunding or reoptimization of any Outstanding Bonds shall be subject to the fulfillment on or before the applicable Refunding Date or Reoptimization Date of the following conditions precedent (but in the case of a reoptimization, only the conditions specified in clauses (3), (5), (6) and (8) below) (each instrument, document, certificate, opinion or other writing to be in form and substance satisfactory to the Owner Participant and, if applicable, Funding Corporation): (2) Paragraph (2) of Section 10(c) is deleted and the following inserted in lieu thereof: (2) Bonds and Collateral Bond Transactions. (A) If Funding Corporation is being utilized in connection with such refunding, Funding Corporation shall have received proceeds from the sale of Refunding Collateral Bonds in an amount sufficient to make the Refunding Loan; (B) the Indenture Trustee shall have received (x) the proceeds from the sale of Refunding Bonds or, if Funding Corporation is being utilized in connection with such refunding, the proceeds of the Refunding Loan, in either case in an amount sufficient to provide for payment in full of the principal of, premium, if any, and interest on the Refunded Bonds, together with any other amounts then due and owing pursuant to the Indenture and (y) from the Lessee (as a special payment of Basic Rent, if the Refunding Date shall be a date other than January 2 or July 2 of any year), an amount equal to the accrued interest on the Refunded Bonds from, and including, the later of the date thereof or the date to which interest thereon shall have been paid to, but excluding, the applicable Refunding Date; (C) the Owner Trustee shall have received the Bonds to be executed by it in accordance with Section 2(b) of this Participation Agreement together with instructions from the Owner Participant to execute and deliver the same, and the Owner Trustee shall have executed, and the Indenture Trustee shall have authenticated and delivered, the Refunding Bonds; and (D) if Funding Corporation is being utilized in connection with such refunding, the Collateral Trust Trustee, as pledgee of such Refunding Bonds issued to or upon the order of Funding Corporation, shall have accepted the applicable supplemental indenture to the Collateral Trust Indenture subjecting such Refunding Bonds to the lien thereof. (3) Paragraph (4) of Section 10(c) is deleted and the following inserted in lieu thereof: (4) Registration Statement. If the Additional Bonds or Refunding Collateral Bonds will be sold in a public offering, the Owner Participant and the Owner Trustee shall have received an Officers' Certificate of the Lessee, dated the applicable Refunding Date, to the effect that, on the date it becomes effective and on the Refunding Date, the Registration Statement relating to such Additional Bonds or Collateral Bonds did not and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (4) Paragraph (5) of Section 10(c) is deleted and the following inserted in lieu thereof: (5) Opinions of Counsel. The Owner Participant, the Owner Trustee and the Indenture Trustee shall have received favorable opinions of the Owner Participant's Special Counsel, Owner Trustee's Counsel, Owner Participant's Special Louisiana Counsel, Lessee's Counsel, Lessee's Special Counsel, and, if Funding Corporation is being utilized in connection with a refunding, Reid & Priest LLP, counsel to Funding Corporation, each dated the applicable Refunding Date or Reoptimization Date, and addressing such matters relating to the transactions in connection with the Refunding Bonds to be issued on such date, or, in the case of a reoptimization, the adjustments to the sinking fund or amortization schedules of Outstanding Bonds to take place on such date, as the Owner Participant, the Owner Trustee or the Indenture Trustee may reasonably request. The Owner Participant shall have also received an opinion of Owner Participant's Special Tax Counsel, dated the applicable Refunding Date or Reoptimization Date, and addressed to the Owner Participant, that the issuance of the Refunding Bonds to be issued and the consummation of the other transactions to be consummated on such date shall not result in any adverse tax consequences to the Owner Participant. Notwithstanding the foregoing provisions of this Section 10(c)(5), on any Reoptimization Date which is not a Refunding Date, the opinions of Owner Trustee's Counsel and Owner Participant's Special Louisiana Counsel shall not be required. (5) Paragraph (6) of Section 10(c) is amended by inserting the words "or Collateral Bond" immediately after the word "Bond". (6) Paragraphs (7) and (8) of Section 10(c) are deleted and the following inserted in lieu thereof: (7) Receipt of Documents. The Owner Participant and the Owner Trustee shall have received copies of, and shall be entitled to rely upon, all documents, certificates, agreements and opinions furnished by or on behalf of the Lessee and, if applicable, Funding Corporation pursuant to the Underwriting Agreement. If Funding Corporation is being utilized in connection with such refunding, Funding Corporation and the Collateral Trust Trustee shall have received copies of all documents previously delivered to the Indenture Trustee pursuant to Section 10(a). (8) Representations and Warranties. In the case of Funding Corporation, the representations and warranties of the Owner Participant, FNBC and the Owner Trustee, and the Lessee set forth in subclauses (1) through (5), (7) and (9) of Section 6(a), subclauses (1) through (10) of Section 7(a), and subclauses (1) through (5), (10), (11), (12), (15), (16), (19) and (20) of Section 9(a), respectively, shall be true and correct on and as of the applicable Refunding Date with the same effect as though made on and as of such applicable Refunding Date (with all references to the Closing Date in such representations and warranties being deemed to refer to the applicable Refunding Date and all references to the Disclosure Documents being deemed to refer to the Lessee's latest Annual Report on Form 10-K filed with the SEC and all documents subsequently filed by the Lessee with the SEC pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act on or prior to the applicable Refunding Date); in the case of the Owner Participant, the representations and warranties of FNBC and the Owner Trustee, Funding Corporation, if applicable, and the Lessee set forth in Sections 7(a), 8A(a) and subclauses (1) through (5), (10), (11), (12), (15), (16), (19) and (20) of Section 9(a), respectively, shall be true and correct on and as of the applicable Refunding Date with the same force and effect as though made on and as of such Refunding Date (with all references to the Closing Date being deemed to refer to the applicable Refunding Date and all references to the Disclosure Documents being deemed to refer to the Lessee's latest Annual Report on Form 10-K filed with the SEC and all documents subsequently filed by the Lessee with the SEC pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act and prior to the applicable Refunding Date); the Owner Participant and, if Funding Corporation is being utilized in connection with such refunding, Funding Corporation shall have received appropriate certificates, dated the Refunding Date, to such effect (and, with respect to the matters set forth in paragraph (3) above); and the Owner Participant, FNBC and the Owner Trustee, the Indenture Trustee, the Lessee and, if applicable, Funding Corporation shall provide such additional representations and warranties as of the applicable Refunding Date as the Owner Participant or Funding Corporation shall reasonably request. (9) Satisfaction of Underwriting Agreement Conditions. The conditions to the obligations of Funding Corporation or the Owner Trustee, as the case may be, under the related Underwriting Agreement shall have been met or waived by Funding Corporation or the Owner Trustee, as the case may be. (k) Section 12 is amended as follows: (1) The first paragraph of Section 12(a) is amended by (A) deleting clause (i) and inserting the following in lieu thereof: (i) Unit 3, the Undivided Interest, the Unit 3 Site, the Waterford Plant or the Waterford Plant Site or any part of any thereof, the Operating Agreement, the issuance or payment of the Bonds or the Collateral Bonds, this Participation Agreement or any other Transaction Document or any Underwriting Agreement (including, without limitation, the performance, nonperformance or enforcement of any of the obligations and terms hereunder or thereunder), ; (B) deleting subclause (E) from the parenthetical immediately preceding the proviso and inserting the following in lieu thereof: (E) any claim of any Indemnitee incurred in the administration of this Participation Agreement or any other Transaction Document and not paid as Transaction Expenses or Refunding Expenses or included in Facility Cost and, if not included in Transaction Expenses or Refunding Expenses, the reasonable fees and disbursements of counsel and other professionals incurred in connection therewith. ; (C) deleting clause (3) in the proviso and inserting the following in lieu thereof: (3) for any Transaction Expense to be paid by the Owner Trustee pursuant to Section 13(a) or Refunding Expenses to be paid by the Owner Trustee pursuant to the Refunding Agreement, ; and (D) deleting clause (5) in the proviso and inserting the following in lieu thereof: (5) in the case of the Indenture Trustee, the Collateral Trust Trustee or Funding Corporation, for any Claim based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Registration Statement or any document or agreement in connection with the sale of Additional Bonds or Collateral Bonds which is based upon information furnished to the Lessee or its agents by such party expressly for use therein, (2) The second paragraph of Section 12(a) is amended by deleting the second sentence and inserting the following in lieu thereof: Nothing contained in this Participation Agreement shall be construed as constituting a guaranty by the Lessee of the principal of or premium, if any, or interest on the Bonds or the Collateral Bonds or of the residual value or useful life of the Undivided Interest. (3) Section 12(b)(1) is amended by deleting clauses (iv) through (vii) in the second paragraph thereof and inserting the following in lieu thereof: (iv) the Transaction Documents or the issuance, refunding or refinancing of the Bonds or the Collateral Bonds pursuant to the Indenture or the Collateral Trust Indenture, or any other document executed and delivered in connection with the consummation or confirmation of the transactions contemplated by the Transaction Documents or any Indemnitee's interest in any of the foregoing, or the execution, issuance, delivery, acquisition or subsequent transfer of any of the foregoing (other than with respect to a reoptimization of the Bonds at the request of the Owner Participant pursuant to Section 2(c)), (v) the Indenture Estate or the property, or the income or other proceeds received with respect to the property, held by the Indenture Trustee under the Indenture, (vi) Franchise Taxes imposed on the Owner Participant or the Lessor to the extent provided in Section 12(b)(3), (vii) any Taxes imposed on Funding Corporation, or (viii) otherwise with respect to or in connection with the transactions contemplated by the Transaction Documents. (4) Section 12(b)(2) is amended by (a) adding the words "or Refunding Expenses" immediately after the words "Transaction Expenses" in clause (xi) thereof, and (b) by substituting "," for the word "or" between "Lessor" and "Indenture Trustee" and by adding "or the Collateral Trust Trustee" after "Indenture Trustee" in clause (vi) thereof. (5) The following is added to the end of Section 12: (e) Funding Corporation. Section 12(b)(2) shall not apply to any Tax imposed on Funding Corporation or the trust estate under the Collateral Trust Indenture. (l) Paragraph (c) of Section 13 is deleted and the following inserted in lieu thereof: (c) Post-Closing Expenses. The Lessee will pay (in addition to any amounts payable by it pursuant to Section 13(b)), as Supplemental Rent, (i) the ongoing fees, expenses, disbursements, administrative costs and other costs (including legal, accounting, pricing and other professional fees and expenses) of or incurred by the Owner Trustee, the Indenture Trustee, the Collateral Trust Trustee and the Owner Participant, including in connection with the issue, sale and purchase of Bonds and Collateral Bonds after the Closing Date, and (ii) all reasonable fees, expenses, disbursements and costs (including legal and other professional fees and expenses) incurred by the Owner Participant, the Owner Trustee, the Indenture Trustee and the Collateral Trust Trustee in connection with (a) any Default, Event of Default, Indenture Default or Indenture Event of Default, (b) the entering into or giving or withholding of any amendment, modification, supplement, waiver, consent or other action with respect to any Transaction Document, (c) any Event of Loss, Deemed Loss Event, Financial Event or Inchoate Financial Event, (d) any transfer of all or any part of the right, title and interest of the Indenture Trustee in, to and under the Transaction Documents, (e) any transfer of all or any part of the right, title and interest of the Owner Trustee in the Undivided Interest or in, to and under the Transaction Documents (except to the extent arising from any transfer by the Owner Participant of its right, title and interest in, to and under any of the Transaction Documents or the Trust Estate pursuant to Section 14), (f) any Special Transfer, (g) any refunding or reoptimization pursuant to Section 2(b) or 2(c) (except to the extent (i) constituting Transaction Expenses or Refunding Expenses, (ii) that the fees, expenses, disbursements and costs of the Owner Participant in connection with any refunding or reoptimization which does not require the utilization of Funding Corporation or any amendment to the documents shall exceed $50,000, or (iii) arising from any reoptimization in connection with a Tax Rate Change), (h) any removal or replacement of the Owner Trustee and (i) any amendment to a Decommissioning Trust Agreement. (m) Section 19 is amended and restated as follows: SECTION 19. Notices, etc. All communications, notices and consents provided for herein shall be in writing, including telex, telecopy or other wire transmission containing a request for assurance of receipt in a manner typical with respect to communications of that type, or mailed by registered or certified mail, and shall be addressed (i) if to the Owner Participant, at the address for notices set forth on Schedule 1; (ii) if to FNBC or the Owner Trustee, at 210 Baronne Street, New Orleans, Louisiana, 70112, Attention: Corporate Trust Department; (iii) if to IT or the Indenture Trustee, Four Albany Street, New York, New York 10006, Attention: Corporate and Agency Group - Public Utilities Group; (iv) if to Funding Corporation, at c/o National Corporate Research, Ltd., 19 East Loockerman Street, Dover, Delaware 19901; (v) if to the Collateral Trust Trustee at Four Albany Street, New York, New York 10006, Attention: Corporate and Agency Group _ Public Utilities Group; and (vi) if to the Lessee, at 639 Loyola Avenue, New Orleans, Louisiana 70113, Attention: Treasurer, or at such other address as any party (or its successors or permitted assigns hereunder) hereto may from time to time designate by notice duly given in accordance with the provisions of this Section to the other parties hereto. All such communications, notices and consents given in the manner provided above shall be effective (x) if sent by telex, telecopy or other wire transmission, on the date of transmission thereof, or (y) if sent by mail, three Business Days after being mailed. (n) Schedule 5 to the Participation Agreement is amended to include the additional Pricing Assumptions set forth in Schedule 1 hereto. (o) Schedule 7 to the Participation Agreement is hereby amended in its entirety to read as set forth in Schedule 2 hereto. (p) Appendix A to the Participation Agreement is hereby amended as set forth in Schedule A-1 to Appendix A attached hereto. ARTICLE TWO MISCELLANEOUS 2 2.11. Execution. This PA Amendment No. 1 may be executed in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. 2.12. Governing Law. This PA Amendment No. 1 has been negotiated and delivered in the State of New York and shall be governed by, and be construed in accordance with, the laws of the State of New York. 2.13. Concerning the Owner Trustee. FNBC is entering into this PA Amendment No. 1 solely as Owner Trustee under the Trust Agreement and not in its individual capacity. Anything herein to the contrary notwithstanding, all and each of the agreements and obligations herein made or undertaken on the part of the Owner Trustee are made or undertaken not as personal agreements of FNBC, but are made and undertaken solely for the purpose of binding only the Trust Estate and nothing contained in this Participation Agreement shall entitle any person to any claim against FNBC in its individual capacity or any of its assets. IN WITNESS WHEREOF, the parties hereto have caused this PA Amendment No. 1 to be duly executed by their respective officers thereunto duly authorized. ESSL 2, INC., as Owner Participant By Name: Title: W3A FUNDING CORPORATION By Name: Title: FIRST NATIONAL BANK OF COMMERCE, not in its individual capacity, but solely as Owner Trustee under the Trust Agreement By Name: Title: BANKERS TRUST COMPANY, as Corporate Indenture Trustee and Collateral Trust Trustee By Name: Title: STANLEY BURG, not in his individual capacity but solely as Individual Indenture Trustee ENTERGY LOUISIANA, INC., as Lessee By Name: Title: Schedule 1 Pricing Assumptions Basic Rent, Casualty Values and Special Casualty Values, as set forth in the Facility Lease, as amended by Lease Supplement No. 1, dated as of July 1, 1997, for dates occurring after the Refunding Date set forth below, have been computed on the basis of the following additional Pricing Assumptions which hereby supplement and amend Schedule 5 to the Participation Agreement: 3 Refunding Date: July 17, 1997 4 Interest Rate and Amortization of 1997 Bonds: See Supplemental Indenture No. 2, dated as of July 1, 1997 5 Refunding Expenses: $1,805,305.43 paid by the Owner Trustee on the Refunding Date from funds provided by the Owner Participant (amortized on a straight-line basis during the period commencing on the Refunding Date and ending on the last day of the Basic Lease Term). 6 Accrued Interest: $741,105.63 paid by the Owner Trustee on the Refunding Date from Supplemental Rent paid by the Lessee as interest from July 2, 1997 to the Refunding Date on the Initial Series Bonds which are redeemed on the Refunding Date. 7 Premium: $7,650,148.32 paid by the Owner Trustee on the Refunding Date from a portion of the proceeds of the 1997 Bonds and the Additional Equity Investment in respect of the premium on the Initial Series Bonds redeemed on the Refunding Date. 8 1997 Bonds: $174,000,000 issued by the Owner Trustee in accordance with the Refunding Agreement, Supplemental Indenture No. 2, dated as of July 1, 1997, and other Transaction Documents and not in excess of 105% of the outstanding principal amount of the Initial Series Bonds as of the Refunding Date. 9 Supplemental Rent: $741,105.63 paid by the Lessee on the Refunding Date. 8. Additional Equity Investment: $2,890,148.32 funded by the Owner Participant on the Refunding Date. 9. Owner Participant's Marginal Federal Tax Rate as of 1993: 35% 10. Owner Participant's Marginal State Tax Rate - as of 1989: 17.53% - as of 1991: 17% 11. Tax Payment Method - as of 1992: 93/7 - as of 1993: 97/3 - as of 1994: 100/0 SCHEDULE 7 TO PARTICIPATION AGREEMENT MODIFIED CASUALTY VALUES Percentage of DATE Facility Cost 2 Oct 1989 15.35994164% 2 Nov 1989 15.67239923% 2 Dec 1989 15.98834854% 2 Jan 1990 16.27355506% 2 Feb 1990 19.01539796% 2 Mar 1990 19.35692342% 2 Apr 1990 19.69845726% 2 May 1990 20.01316020% 2 Jun 1990 20.33137994% 2 Jul 1990 20.62250823% 2 Aug 1990 25.61498436% 2 Sep 1990 26.00822611% 2 Oct 1990 26.37521478% 2 Nov 1990 26.74630455% 2 Dec 1990 27.12154124% 2 Jan 1991 27.31715636% 2 Feb 1991 27.66651744% 2 Mar 1991 28.02084502% 2 Apr 1991 28.36559785% 2 May 1991 28.68613578% 2 Jun 1991 29.01025571% 2 Jul 1991 29.30993015% 2 Aug 1991 29.61295371% 2 Sep 1991 29.91936331% 2 Oct 1991 30.20112951% 2 Nov 1991 30.48604444% 2 Dec 1991 30.77414330% 2 Jan 1992 31.03739413% 2 Feb 1992 31.30358679% 2 Mar 1992 31.57275416% 2 Apr 1992 31.83245501% 2 May 1992 32.07777287% 2 Jun 1992 32.32583215% 2 Jul 1992 32.55937834% 2 Aug 1992 32.79553440% 2 Sep 1992 33.03432952% 2 Oct 1992 33.25850801% 2 Nov 1992 33.48519169% 2 Dec 1992 33.71440857% 2 Jan 1993 34.73018180% 2 Feb 1993 34.95040875% 2 Mar 1993 35.17309674% 2 Apr 1993 35.39298907% 2 May 1993 35.59854035% 2 Jun 1993 35.80638866% 2 Jul 1993 35.99976132% 2 Aug 1993 36.19529492% 2 Sep 1993 36.39301361% 2 Oct 1993 36.57614346% 2 Nov 1993 36.76131977% 2 Dec 1993 36.94856544% 2 Jan 1994 37.12110522% 2 Feb 1994 37.29557313% 2 Mar 1994 37.47199072% 2 Apr 1994 37.64830163% 2 May 1994 37.81097562% 2 Jun 1994 37.97546749% 2 Jul 1994 38.12619036% 2 Aug 1994 38.27859756% 2 Sep 1994 38.43270791% 2 Oct 1994 38.57293325% 2 Nov 1994 38.71472560% 2 Dec 1994 38.85810249% 2 Jan 1995 38.98747441% 2 Feb 1995 39.11829207% 2 Mar 1995 39.25057161% 2 Apr 1995 39.38432938% 2 May 1995 39.50527976% 2 Jun 1995 39.62758175% 2 Jul 1995 39.73694834% 2 Aug 1995 39.84753711% 2 Sep 1995 39.95936170% 2 Oct 1995 40.05813380% 2 Nov 1995 40.15800967% 2 Dec 1995 40.25900166% 2 Jan 1996 40.34682011% 2 Feb 1996 40.43561992% 2 Mar 1996 40.52541208% 2 Apr 1996 40.61620765% 2 May 1996 40.69565725% 2 Jun 1996 40.77599469% 2 Jul 1996 40.84486927% 2 Aug 1996 40.91451353% 2 Sep 1996 40.98493606% 2 Oct 1996 41.04378493% 2 Nov 1996 41.10329144% 2 Dec 1996 41.16346294% 2 Jan 1997 41.21194622% 2 Feb 1997 41.26097131% 2 Mar 1997 41.31054425% 2 Apr 1997 41.36067117% 2 May 1997 41.39640699% 2 Jun 1997 41.43254216% 2 Jul 1997 41.45412988% 2 Aug 1997 43.87231565% 2 Sep 1997 43.94356192% 2 Oct 1997 44.00065311% 2 Nov 1997 44.05838229% 2 Dec 1997 44.11675659% 2 Jan 1998 44.16083197% 2 Feb 1998 44.20539988% 2 Mar 1998 44.25046585% 2 Apr 1998 44.29603542% 2 May 1998 44.32699239% 2 Jun 1998 44.35829530% 2 Jul 1998 44.37482618% 2 Aug 1998 44.39154179% 2 Sep 1998 44.40844419% 2 Oct 1998 44.41041364% 2 Nov 1998 44.41240509% 2 Dec 1998 44.41441879% 2 Jan 1999 44.41441879% 2 Feb 1999 44.41441879% 2 Mar 1999 44.41441879% 2 Apr 1999 44.41441879% 2 May 1999 44.41441879% 2 Jun 1999 44.41441879% 2 Jul 1999 44.41441879% 2 Aug 1999 44.41441879% 2 Sep 1999 44.41441879% 2 Oct 1999 44.41441879% 2 Nov 1999 44.41441879% 2 Dec 1999 44.41441880% 2 Jan 2000 44.41441879% 2 Feb 2000 44.41441879% 2 Mar 2000 44.41441879% 2 Apr 2000 44.41441879% 2 May 2000 44.41441879% 2 Jun 2000 44.41441879% 2 Jul 2000 44.41441879% 2 Aug 2000 44.41441879% 2 Sep 2000 44.41441879% 2 Oct 2000 44.41441879% 2 Nov 2000 44.41441879% 2 Dec 2000 44.41441879% 2 Jan 2001 44.41441879% 2 Feb 2001 44.41441879% 2 Mar 2001 44.41441879% 2 Apr 2001 44.41441879% 2 May 2001 44.41441879% 2 Jun 2001 44.41441879% 2 Jul 2001 44.41441879% 2 Aug 2001 44.41441879% 2 Sep 2001 44.41441879% 2 Oct 2001 44.41441879% 2 Nov 2001 44.41441879% 2 Dec 2001 44.41441879% 2 Jan 2002 44.41441879% 2 Feb 2002 44.41441879% 2 Mar 2002 44.41441879% 2 Apr 2002 44.41441879% 2 May 2002 44.41441879% 2 Jun 2002 44.41441879% 2 Jul 2002 44.41441879% 2 Aug 2002 44.41441879% 2 Sep 2002 44.41441879% 2 Oct 2002 44.41441879% 2 Nov 2002 44.41441879% 2 Dec 2002 44.41441879% 2 Jan 2003 44.41441879% 2 Feb 2003 43.01441879% 2 Mar 2003 43.01441879% 2 Apr 2003 43.01441879% 2 May 2003 43.01441879% 2 Jun 2003 43.01441879% 2 Jul 2003 43.01671052% 2 Aug 2003 41.61671052% 2 Sep 2003 41.61671052% 2 Oct 2003 41.61671052% 2 Nov 2003 41.61671052% 2 Dec 2003 41.61671052% 2 Jan 2004 41.62131958% 2 Feb 2004 41.39631958% 2 Mar 2004 41.39631958% 2 Apr 2004 41.39631958% 2 May 2004 41.39631958% 2 Jun 2004 41.39631958% 2 Jul 2004 41.39631958% 2 Aug 2004 41.39631958% 2 Sep 2004 41.39631958% 2 Oct 2004 41.39631958% 2 Nov 2004 41.39631958% 2 Dec 2004 41.39631958% 2 Jan 2005 41.39631958% 2 Feb 2005 41.37881958% 2 Mar 2005 41.37881958% 2 Apr 2005 41.37881958% 2 May 2005 41.37881958% 2 Jun 2005 41.37881958% 2 Jul 2005 41.37881958% 2 Aug 2005 41.36131958% 2 Sep 2005 41.36131958% 2 Oct 2005 41.36131958% 2 Nov 2005 41.36131958% 2 Dec 2005 41.36131958% 2 Jan 2006 41.36131958% 2 Feb 2006 41.08631958% 2 Mar 2006 41.08631958% 2 Apr 2006 41.08631958% 2 May 2006 41.08631958% 2 Jun 2006 41.08631958% 2 Jul 2006 41.08631958% 2 Aug 2006 40.81131958% 2 Sep 2006 40.81131958% 2 Oct 2006 40.81131958% 2 Nov 2006 40.81131958% 2 Dec 2006 40.81131958% 2 Jan 2007 40.81131958% 2 Feb 2007 40.48631958% 2 Mar 2007 40.48631958% 2 Apr 2007 40.48631958% 2 May 2007 40.48631958% 2 Jun 2007 40.48631958% 2 Jul 2007 40.48631958% 2 Aug 2007 40.16131958% 2 Sep 2007 40.16131958% 2 Oct 2007 40.16131958% 2 Nov 2007 40.16131958% 2 Dec 2007 40.16131958% 2 Jan 2008 40.16131958% 2 Feb 2008 39.56131958% 2 Mar 2008 39.56131958% 2 Apr 2008 39.56131958% 2 May 2008 39.56131958% 2 Jun 2008 39.56131958% 2 Jul 2008 39.56131958% 2 Aug 2008 38.96131958% 2 Sep 2008 38.96131958% 2 Oct 2008 38.96131958% 2 Nov 2008 38.96131958% 2 Dec 2008 38.96131958% 2 Jan 2009 38.96131958% 2 Feb 2009 37.71131958% 2 Mar 2009 37.71131958% 2 Apr 2009 37.71131958% 2 May 2009 37.71131958% 2 Jun 2009 37.71131958% 2 Jul 2009 37.71312909% 2 Aug 2009 36.46312909% 2 Sep 2009 36.46312909% 2 Oct 2009 36.46312909% 2 Nov 2009 36.46312909% 2 Dec 2009 36.46312909% 2 Jan 2010 36.46676833% 2 Feb 2010 35.21676833% 2 Mar 2010 35.21676833% 2 Apr 2010 35.21676833% 2 May 2010 35.21676833% 2 Jun 2010 35.21676833% 2 Jul 2010 35.22655274% 2 Aug 2010 33.97655274% 2 Sep 2010 33.97655274% 2 Oct 2010 33.97655274% 2 Nov 2010 33.97655274% 2 Dec 2010 33.97655274% 2 Jan 2011 33.99255101% 2 Feb 2011 31.59255101% 2 Mar 2011 31.59255101% 2 Apr 2011 31.59255101% 2 May 2011 31.59255101% 2 Jun 2011 31.59255101% 2 Jul 2011 31.61435185% 2 Aug 2011 29.21435185% 2 Sep 2011 29.21435185% 2 Oct 2011 29.21435185% 2 Nov 2011 29.21435185% 2 Dec 2011 29.21435185% 2 Jan 2012 29.24202009% 2 Feb 2012 26.84202009% 2 Mar 2012 26.84202009% 2 Apr 2012 26.84202009% 2 May 2012 26.84202009% 2 Jun 2012 26.84202009% 2 Jul 2012 26.86207630% 2 Aug 2012 24.46207630% 2 Sep 2012 24.46207630% 2 Oct 2012 24.46207630% 2 Nov 2012 24.46207630% 2 Dec 2012 24.46207630% 2 Jan 2013 24.47443542% 2 Feb 2013 23.27443542% 2 Mar 2013 23.27443542% 2 Apr 2013 23.27443542% 2 May 2013 23.27443542% 2 Jun 2013 23.27443542% 2 Jul 2013 23.28679453% 2 Aug 2013 22.08679453% 2 Sep 2013 22.08679453% 2 Oct 2013 22.08679453% 2 Nov 2013 22.08679453% 2 Dec 2013 22.08679453% 2 Jan 2014 22.09915365% 2 Feb 2014 20.59915365% 2 Mar 2014 20.59915365% 2 Apr 2014 20.59915365% 2 May 2014 20.59915365% 2 Jun 2014 20.59915365% 2 Jul 2014 20.61304907% 2 Aug 2014 19.11304907% 2 Sep 2014 19.11304907% 2 Oct 2014 19.11304907% 2 Nov 2014 19.11304907% 2 Dec 2014 19.11304907% 2 Jan 2015 19.12849797% 2 Feb 2015 17.62849797% 2 Mar 2015 17.62849797% 2 Apr 2015 17.62849797% 2 May 2015 17.62849797% 2 Jun 2015 17.62849797% 2 Jul 2015 17.64394687% 2 Aug 2015 16.14394687% 2 Sep 2015 16.14394687% 2 Oct 2015 16.14394687% 2 Nov 2015 16.14394687% 2 Dec 2015 16.14394687% 2 Jan 2016 16.15939577% 2 Feb 2016 14.65939577% 2 Mar 2016 14.65939577% 2 Apr 2016 14.65939577% 2 May 2016 14.65939577% 2 Jun 2016 14.65939577% 2 Jul 2016 14.65939577% 2 Aug 2016 13.15939577% 2 Sep 2016 13.15939577% 2 Oct 2016 13.15939577% 2 Nov 2016 13.15939577% 2 Dec 2016 13.15939577% 2 Jan 2017 13.15939577% 2 Feb 2017 12.59639696% 2 Mar 2017 12.59639695% 2 Apr 2017 12.59639695% 2 May 2017 12.64166422% 2 Jun 2017 12.68743736% 2 Jul 2017 12.80627257% SCHEDULE A-1 TO APPENDIX A (Definitions) Appendix A ("Definitions") to the Participation Agreement and the other Transaction Documents (as defined therein) is hereby amended as follows: (a) The following definitions are deleted from Appendix A: "Authenticating Agent", "Authorized Agent", "Bond Registrar", "Initial Interest Payment Date", "Paying Agent", "Place of Payment", "Predecessor Bonds", "Regular Record Date" and "Special Record Date". (b) The following definitions are added to Appendix A: (1) "Additional Equity Investment" shall have the meaning ascribed thereto in the Refunding Agreement. (2) "Collateral Bonds" shall mean all bonds, notes and other evidences of indebtedness from time to time issued and outstanding under the Collateral Trust Indenture. (3) "Collateral Trust Indenture" shall mean (x) in respect of the refunding of the Initial Series Bonds, the Collateral Trust Indenture, dated as of July 1, 1997, among the Lessee, Funding Corporation and the Collateral Trust Trustee, and (y) in respect of any refunding from time to time of Additional Bonds pursuant to Section 2(b) of the Participation Agreement, the related collateral trust indenture, in form and substance satisfactory to the Owner Participant, among the Lessee, Funding Corporation and the Collateral Trust Trustee. (4) "Collateral Trust Trustee" shall mean (x) in respect of the Collateral Trust Indenture entered into in connection with the refunding of the Initial Series Bonds, Bankers Trust Company, a New York banking corporation, and its successors or assigns, and (y) in respect of any Collateral Trust Indenture utilized in connection with the refunding of Additional Bonds pursuant to Section 2(b) of the Participation Agreement, the bank or trust company acting as trustee thereunder and its successors or assigns. (5) "Funding Corporation" shall mean (x) in respect of the refunding of the Initial Series Bonds, W3A Funding Corporation, a Delaware corporation, and (y) in respect of any refunding of Additional Bonds pursuant to Section 2(b) of the Participation Agreement, any special-purpose entity that issues Collateral Bonds to provide funds to refund such Additional Bonds. (6) "LP&L" means Entergy Louisiana, Inc. (formerly Louisiana Power & Light Company), a Louisiana corporation, and its permitted successors and assigns. (7) "1997 Bonds" shall have the meaning set forth in the Refunding Agreement. (8) "Refunding Agreement" shall mean the Refunding Agreement No. 1, dated as of June 27, 1997, among the Owner Participant, the Owner Trustee, Funding Corporation, the Indenture Trustee, the Collateral Trust Trustee and the Lessee. (9) "Refunding Collateral Bonds" shall mean any one or more series of Collateral Bonds issued and sold by Funding Corporation, a portion of the proceeds of which will be applied to the refunding of the Initial Series Bonds or any Additional Bonds. (10) "Refunding Expenses" shall have the meaning set forth in Section 3.01 of the Refunding Agreement. (11) "Refunding Loan" shall have the meaning set forth in Section 2(b) of the Participation Agreement. (c) The following definitions in Appendix A are revised as set forth below: (1) The definition of "Indemnitees" is amended and restated as follows: "Indemnitees" shall mean FNBC, the Owner Trustee, the Corporate Indenture Trustee, the Individual Indenture Trustee and the Collateral Trust Trustee, each in their individual and fiduciary capacities, the Owner Participant, Funding Corporation, the Trust, the Trust Estate, the Indenture Estate, the indenture estate under the Collateral Trust Indenture, any Affiliate of any of the foregoing and the respective successors, assigns, agents, shareholders, officers, directors or employees of any of the foregoing. (2) The definition of "Net Economic Return" is hereby amended and restated to be as follows: "Net Economic Return" shall mean: (i) the net after-tax economic yield expected by the Owner Participant as of the date of the initial authentication and delivery of the 1997 Bonds (as defined in the Indenture) with respect to the Undivided Interest, calculated using the Assumptions and the computations of Basic Rent, Casualty Values and Special Casualty Values derived therefrom (the "Schedules and Assumptions") as such yield shall be adjusted pursuant to and in accordance with Section 3 of the Facility Lease or as agreed between the Lessee and the Owner Participant; and (ii) the sum of after-tax cash flow over the Basic Lease Term at least equal to that expected by the Owner Participant as of the date of the initial authentication and delivery of the 1997 Bonds calculated using the Schedules and Assumptions (the "Original After-Tax Cash Flow"); and (iii) the same general pattern of after-tax Earnings originally expected by the Owner Participant as of the date of the initial authentication and delivery of the 1997 Bonds calculated using the Schedules and Assumptions. Notwithstanding the above, nothing in this definition shall be construed to obligate the Lessee to restore any portion of a reduction in Earnings where such portion of the reduction is due to events other than changes in Basic Rent provided for in the Transaction Documents, including, by example, changes in Financial Accounting Standards Board Statement No. 13 occurring after the date of the initial authentication and delivery of the 1997 Bonds. For the purposes of this definition, the Assumptions shall be deemed to include the assumptions that (i) the Owner Participant is fully taxable during the entire Basic Lease Term (provided, however, that nothing in this definition or the Participation Agreement shall be construed to be a representation by the Owner Participant as to the actual residual value assumed by the Owner Participant for purposes of calculating its earnings according to Financial Accounting Standards Board Statement No. 13 accounting or for any other purpose) and (ii) none of the equity investment is comprised of borrowed funds. (3) The definition of "Obligor" is amended and restated as follows: "Obligor", when used with reference to the Bonds, the Indenture, the Collateral Bonds or the Collateral Trust Indenture, means the Lessee and any successor to the obligations of the Lessee under the Lease, and does not include the Indenture Trustee, the Collateral Trust Trustee, the Funding Corporation, the Owner Trustee or the Owner Participant so long as none of the foregoing shall have assumed such obligations; provided, however, that no reference in the Indenture to the Lessee as an Obligor shall be construed as implying any guaranty or assumption by the Lessee of the Bonds or the Collateral Trust Bonds or the obligations represented thereby. (4) The definition of "Officers' Certificate" is amended and restated as follows: "Officers' Certificate" shall mean a certificate signed by the President or any Vice President and by the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Person with respect to which such term is used. (5) The definition of "Registration Statement" is amended and restated as follows: "Registration Statement" shall mean a registration statement, including all exhibits and all documents incorporated in such registration statement by reference, filed with the SEC under the Securities Act with respect to (x) in the case of the transactions contemplated to occur on the Closing Date, the offer, issue and sale of the Initial Series Bonds, and (y) in the case of the transactions contemplated to occur on any Refunding Date, the offer, issue and sale of any Refunding Collateral Bonds or Additional Bonds. (6) The definition of "Responsible Officer" is amended by adding the following after the words "shall mean" in the first line thereof: (i) when used with respect to the Trustee, any officer within the Corporate Trust Office including any Vice President, Assistant Vice President, Secretary, Assistant Secretary, Managing Director or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer's knowledge and familiarity with the particular subject, and (ii) and by adding word "other" after the words "agreement or obligation of any" in the second line thereof. (7) The definition of "Transaction Documents" is amended by adding the words" and the Collateral Trust Indenture, the Refunding Agreement and the Collateral Bonds" after the word "Bonds". (8) The definition of "Underwriting Agreement" is amended and restated as follows: "Underwriting Agreement" shall mean (x) with respect to the Initial Series Bonds, Underwriting Agreement No. [See Additional Information], dated September 21, 1989, among the Owner Trustee, the Lessee, and the underwriter or underwriters for the Initial Series Bonds, and (y) with respect to any Refunding Collateral Bonds or Additional Bonds, the underwriting agreement among the Lessee, Funding Corporation or the Owner Trustee (as the case may be), and the underwriter or underwriters for such Collateral Bonds or Additional Bonds relating to the purchase, sale and delivery thereof. SUPPLEMENTAL INDENTURE NO. 2 dated as of July 1, 1997 to INDENTURE OF MORTGAGE AND DEED OF TRUST NO. 1 dated as of September 1, 1989, as supplemented, between FIRST NATIONAL BANK OF COMMERCE, not in its individual capacity but solely as Owner Trustee under Trust Agreement No. 1, dated as of September 1, 1989, with the Owner Participant, and BANKERS TRUST COMPANY, as Corporate Indenture Trustee, and STANLEY BURG, as Individual Indenture Trustee Original Indenture Recorded On September 27, 1989 in Book No. _____, Page ____ as Entry No. _____ in the Conveyance Records of St. Charles Parish, Louisiana The Supplemental Indenture No. 2, dated as of July 1, 1997, to Indenture of Mortgage and Deed of Trust No. 1, dated as of September 1, 1989 (the "Original Indenture"; the Original Indenture, as supplemented by Supplemental Indenture No. 1, dated as of September 1, 1989, and by this Supplemental Indenture No. 2, and as it may be further supplemented or amended from time to time by all other indentures supplemental thereto, being hereinafter referred to as the "Indenture"), between First National Bank of Commerce, a national banking association having its principal office and mailing address at 210 Baronne Street, New Orleans, Louisiana 70112, not in its individual capacity, except as otherwise expressly provided in the Indenture, but solely as the Owner Trustee (such term and all other capitalized terms used herein and not defined herein having the respective meanings specified in Appendix A to the Original Indenture as modified by Schedule A-1 thereto, a copy of Schedule A-1 being attached hereto as Exhibit B), Bankers Trust Company, a New York banking corporation (the "Corporate Indenture Trustee" and, for all purposes of the Indenture except as may be required pursuant to Section 7.03(c) of the Original Indenture, the "Indenture Trustee"), and Stanley Burg (the "Individual Indenture Trustee" and, solely as may be required pursuant to Section 7.03(c) of the Original Indenture, the "Indenture Trustee"), each having its principal office and mailing address at Four Albany Street, New York, New York 10006, Attention: Corporate Trust and Agency_Public Utilities Group, WITNESSETH: Whereas, the Owner Trustee and the Lessee have executed and delivered to the Indenture Trustee the Original Indenture and Supplemental Indenture No. 1 pursuant to which the Owner Trustee issued the Initial Series Bonds; Whereas, Section 1.03 of Supplemental Indenture No. 1 provides that the Initial Series Bonds may be subject to redemption, on and after July 2, 1994, at the option of the Owner Trustee, in whole at any time or in part from time to time, at the Redemption Prices set forth therein; Whereas, the Owner Trustee desires to issue Additional Bonds to or upon the order of Funding Corporation as an integral step in the refunding of the Initial Series Bonds and to enter into this Supplemental Indenture No. 2 to establish the terms, conditions, designations and forms of such Additional Bonds; Whereas, the parties hereto further desire to enter into this Supplemental Indenture No. 2 in order to amend the Indenture in a number of respects in light of the execution and delivery of the Collateral Trust Indenture and the issuance by Funding Corporation of Collateral Bonds in connection with the refunding of the Initial Series Bonds; Whereas, Section 10.01 of the Original Indenture provides that, without the consent of the Holders of any Bonds, the parties thereto at any time and from time to time may enter into one or more supplements to the Original Indenture in order to establish the form and terms of Bonds of any series permitted by Sections 2.01 and 2.04 of the Original Indenture, and (subject to the limitations provided therein) to change or eliminate any provision of the Indenture; Whereas, all action on the part of the Owner Trustee and the Indenture Trustee necessary to authorize the execution and delivery of this Supplemental Indenture No. 2 and the issuance of the aforesaid Bonds has been duly taken; and Whereas, all acts and things necessary (x) to make the Bonds of the series herein created and established, when executed by the Owner Trustee and authenticated and delivered by the Indenture Trustee as provided in the Original Indenture, the legal, valid and binding obligations of the Owner Trustee and (y) to constitute these presents a valid and binding supplemental indenture and agreement according to its terms have been done and performed, and the execution of this Supplemental Indenture No. 2 and the creation and issuance under the Indenture of such Bonds have in all respects been duly authorized; Now, Therefore, in order to establish the form and terms, and to authorize the authentication and delivery, of the Bonds of the series herein created and established, and in consideration of the premises, of the purchase of such Bonds by the Holders thereof and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Owner Trustee covenants and agrees with the Indenture Trustee, for the equal and proportionate benefit of the respective Holders from time to time of the Bonds, as follows: ARTICLE ONE Amendments to Indenture 1. Section 1.01. Amendments. (a) The Indenture is hereby amended by deleting the Lessee as a party thereto and the "Reconciliation and Tie" included therewith. The Indenture is hereby further amended in the following respects: (b) Article One is amended as follows: (1) Section 1.01 is deleted and the following inserted in lieu thereof: "Section 1.01. Definitions. For all purposes of this Indenture, except as otherwise expressly provided herein or unless the context otherwise requires: (a) capitalized terms used herein and not defined herein have the respective meanings specified in Appendix A hereto as modified by Schedule A-1 thereto, and the rules of construction specified in such Appendix are applicable to this Indenture; and (b) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles." (2) Paragraph (a) of Section 1.04 is deleted and the following inserted in lieu thereof: "(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders shall be embodied in and evidenced by one or more instruments of substantially similar tenor, signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee and, where it is hereby expressly required, to the Owner Trustee and the Lessee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 8.01, conclusive in favor of the Indenture Trustee, the Owner Trustee and the Lessee if made in the manner provided in this Section." (3) Section 1.05 is deleted and the following inserted in lieu thereof: "Section 1.05. Notices, etc. to Indenture Trustee, Lessee, Owner Trustee and Owner Participant. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with: (a) the Indenture Trustee by any Holder, by the Owner Trustee or by the Lessee shall be sufficient for every purpose hereunder if in writing and mailed, first-class postage prepaid, to the Indenture Trustee addressed to it at the address of the Corporate Trust Office; or (b) the Owner Trustee by the Indenture Trustee, by any Holder or by the Lessee shall be sufficient for every purpose hereunder if in writing and mailed, first-class postage prepaid, to the Owner Trustee addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Indenture Trustee and the Lessee by the Owner Trustee for such purpose; or (c) the Lessee by the Indenture Trustee, by any Holder or by the Owner Trustee shall be sufficient for every purpose hereunder if in writing and mailed, first-class postage prepaid, to the Lessee addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Indenture Trustee and the Owner Trustee by the Lessee for such purpose; or (d) the Owner Participant by the Indenture Trustee, by any Holder or by the Lessee shall be sufficient for every purpose hereunder if in writing and mailed, first-class postage prepaid, to the Owner Participant addressed to it at its address specified in Section 17 of the Participation Agreement or at any other address previously furnished in writing to the Lessee or the Indenture Trustee for such purpose." (4) The text of Section 1.07 is deleted and the caption "[Reserved]" is inserted in lieu of the existing caption, "Conflict with Trust Indenture Act." (5) Section 1.13 is deleted and the following inserted in lieu thereof: "Section 1.13. Legal Holidays. In the event that any payment of interest or principal, or both, and premium, if any, to be made hereunder or in respect of the Bonds of any series is stated to be due on a day that is not a Business Day, then such payment shall be due and payable on the next succeeding Business Day with the same force and effect as if made on the date on which such payment was stated to be due, and no interest shall accrue for the period from and after such stated due date." (c) Article Two is amended as follows: (1) Paragraph (b) of Section 2.02 is deleted and the following inserted in lieu thereof: "(b) No Bond shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose hereunder unless there appears on such Bond a certificate of authentication, substantially in the form provided above, executed manually by the Indenture Trustee by an Authorized Officer thereof, and such certificate upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly authenticated and delivered hereunder." (2) Section 2.04(b) is deleted and the following inserted in lieu thereof: "(b) The Bonds may be issued in one or more series. The terms, conditions, designations and forms of the Bonds of any series shall be consistent with the provisions of this Indenture and shall be established in the Series Supplemental Indenture creating the Bonds of such series." (3) Section 2.05(a)(3) is amended by deleting the text "(or, if applicable, the Authenticating Agent)" from clause (A) thereof. (4) Section 2.06 is deleted and the following inserted in lieu thereof: "Section 2.06. Form and Denominations. The Bonds of any series shall be issued only in fully registered form and in denominations of original principal amount of $500,000 or greater, unless otherwise provided in the Series Supplemental Indenture creating the Bonds of such series." (5) Section 2.08 is deleted and the following inserted in lieu thereof: "Section 2.08. Restrictions on Transfer Resulting from Federal Securities Laws and ERISA; Legend. (a) If not prohibited by the Securities Act, each Bond of any series shall be delivered to the initial Holder thereof without registration of such Bond under the Securities Act and without qualification of this Indenture under the Trust Indenture Act. Prior to any transfer of any such Bond, in whole or in part, to any Person other than the Collateral Trust Trustee, the Holder thereof shall furnish to the Lessee, the Indenture Trustee, the Owner Participant and the Owner Trustee either (i) a written representation and warranty of such Holder to the effect that the transferee of such Bond and all Persons to which such Bond shall have been offered are "accredited investors" or "qualified institutional buyers" within the meaning of Regulation D or Rule 144A, respectively (or, in each case, any successor thereto) under the Securities Act, or (ii) an opinion of counsel to the effect that such transfer will not violate the registration requirements of the Securities Act or require the qualification of this Indenture under the Trust Indenture Act. Such written representation and warranty and opinion of counsel, as well as counsel rendering any such opinion, shall be reasonably satisfactory to the Lessee, the Indenture Trustee, the Owner Participant and the Owner Trustee. All Bonds issued hereunder from time to time without registration thereof under the Securities Act shall in each case be endorsed with a legend reading substantially as follows: This Bond has not been registered under the Securities Act of 1933, as amended, and may not be transferred, sold or offered for sale in violation of such Act or otherwise except in compliance with Section 2.08 of the Indenture. (b) Prior to any transfer, in whole or in part, of any Bond issued hereunder without registration thereof under the Securities Act to any Person other than the Collateral Trust Trustee, the Holder thereof shall furnish to the Lessee, the Indenture Trustee, the Owner Participant and the Owner Trustee a written representation and warranty to the effect that neither the transfer of such Bond to, nor the ownership of such Bond by, such transferee will cause such transferee, or any such Person, to be engaged in a "prohibited transaction", as defined in section 406 of ERISA or section 4975 of the Code, which is not at such time subject to an exemption contained in ERISA or in the rules, regulations, releases or bulletins adopted thereunder." (c) Notwithstanding the foregoing, no Bond issued to Funding Corporation shall be transferred without the prior written consent of the Owner Trustee, provided, however, that each Bond may be pledged with the Collateral Trust Trustee and sold by the Collateral Trust Trustee in accordance with the Collateral Trust Indenture. (6) Section 2.09 is deleted and the following inserted in lieu thereof: "Section 2.09. Registration, Transfer and Exchange. (a) The Indenture Trustee on behalf of the Owner Trustee shall maintain at the Corporate Trust Office a register ("Bond Register") for the purpose of registration, and registration of transfer and exchange, of the Bonds by series in which shall be entered the names and addresses of the owners of such Bonds and the principal amounts and serial or other identifying numbers of the Bonds owned by such Persons. Unless otherwise provided in respect of the Bonds of a particular series, the Indenture Trustee is hereby appointed transfer agent and registrar for the Bonds of all series. (b) A Holder of a Bond intending to register the transfer of any Outstanding Bond held by such Holder (including any transfer in the form of a pledge or assignment) or to exchange any Outstanding Bond held by such Holder for a new Bond or Bonds of the same series shall surrender such Outstanding Bond at the Corporate Trust Office, duly endorsed and accompanied by the written request of such Holder or of its attorney duly authorized in writing (in each case with signatures guaranteed) in form and substance reasonably satisfactory to the Indenture Trustee, for the registration of such Bond in the name of any transferee (including any pledgee or assignee in the case of a transfer in the form of a pledge or assignment) or for the issuance of a new Bond or Bonds of the same series, specifying the authorized denomination or denominations of any new Bond or Bonds to be issued and the name and address and taxpayer identification number of the Person or Persons in whose name or names the Bond or Bonds are to be registered (either as pledgee or assignee or as owner). Promptly upon receipt by the Indenture Trustee of the foregoing and satisfaction of the requirements of paragraph (d) hereof and Section 2.08, the Indenture Trustee shall register such Bond or Bonds in the name or names of the Person or Persons specified in the written request and, if a new Bond or Bonds are to be issued, the Owner Trustee shall execute and the Indenture Trustee shall authenticate and deliver such new Bond or Bonds of the same series, in the same aggregate principal amount and dated the same date as the Outstanding Bond surrendered, in the authorized denomination or denominations specified in the written request. The Indenture Trustee shall make a notation on each new Bond of the amount of all payments of principal theretofore made on the predecessor Bond or Bonds and the date to which interest on such predecessor Bond or Bonds has been paid. (c) Except as otherwise specified in the Series Supplemental Indenture creating the Bonds of a particular series, the Indenture Trustee shall not be required to register transfers or exchanges of the Bonds of any series on any date fixed for the payment of principal of or interest on the Bonds of such series or during the fifteen days preceding any such date. (d) As a condition to registration of transfer or exchange of any Bond, the Indenture Trustee and the Owner Trustee may charge the Holder thereof for any stamp taxes or governmental charges required to be paid with respect to such registration of transfer or exchange. (e) All Bonds issued upon any registration of transfer or exchange of Bonds shall be the valid obligations of the Owner Trustee evidencing the same debt, and entitled to the same security and benefits under this Indenture, as the Bonds surrendered upon such registration of transfer or exchange. (f) All Bonds surrendered to the Indenture Trustee for registration of transfer or exchange or for payment in full (whether at the scheduled final maturity thereof, upon redemption or otherwise) shall be canceled by it; and no Bonds shall be issued in lieu thereof except as expressly permitted hereunder. Subject to any Applicable Law to the contrary, the Indenture Trustee shall destroy canceled Bonds held by it in accordance with its customary practices in effect from time to time and deliver a certificate of destruction to the Owner Trustee. If the Owner Trustee shall acquire any of the Bonds, such acquisition shall not operate as a redemption of or the satisfaction of the indebtedness represented by such Bonds unless and until the same shall be delivered to the Indenture Trustee for cancellation. (g) The Bond Register shall at all reasonable times be open for inspection by any Holder. Upon receipt of a written request by any Holder, by the Owner Trustee or by the Lessee, the Indenture Trustee shall furnish such Person, at its expense, with a list of the names and addresses of all Holders entered on the Bond Register, indicating the series, principal amount and serial or other identifying number of each Bond held by each such Holder." (7) Paragraphs (a) and (b) of Section 2.10 are deleted and the following inserted in lieu thereof: "(a) If (i) any mutilated Bond is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Bond, and (ii) there is delivered to the Indenture Trustee evidence to its satisfaction of the ownership and authenticity thereof, and such security or indemnity as may be required by it to save it and the Owner Trustee harmless (provided, however, that if the Holder of such Bond is the Collateral Trust Trustee, the unsecured written undertaking thereof, in its individual capacity, to indemnify the Indenture Trustee and the Owner Trustee shall constitute sufficient security and indemnity for such purposes), then, in the absence of notice to the Indenture Trustee that such Bond has been acquired by a bona fide purchaser, the Owner Trustee shall execute and the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Bond, a new Bond of the same series, in the same original principal amount and bearing an identification number not contemporaneously outstanding. The Indenture Trustee shall make a notation on each such new Bond of (i) the aggregate amount of all payments of principal theretofore made on the Bond so mutilated, destroyed, lost or stolen and (ii) the date to which interest on such predecessor Bond has been paid. (b) [Reserved]" (8) Section 2.11 is deleted and the following inserted in lieu thereof: "Section 2.11. Payments. Except as otherwise specified in the Series Supplemental Indenture creating the Bonds of a particular series, the principal of and premium, if any, and interest on each Bond shall be payable at the Corporate Trust Office in immediately available funds in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts; provided, however, that if so requested in writing by the Holder of any Bond, all amounts (other than the final payment) payable with respect to such obligation shall be paid by crediting the amount to be distributed to such Holder to an account maintained by it with the Indenture Trustee or by the Indenture Trustee transferring such amount by wire transfer of immediately available funds as soon as practicable but in any event no later than the close of business on the date of receipt (assuming the Indenture Trustee has received such funds prior to 1:00 p.m., New York City time, on the same day) to such other bank in the United States having an account with a Federal Reserve Bank, as shall have been specified in such notice, for credit to the account of such Holder maintained at such bank, any such credit or transfer pursuant to this Section to be in immediately available funds, without any presentment or surrender of such Bond; provided further, however, that any final payment on any such Bond shall be made only against presentment and surrender thereof at the Corporate Trust Office." (9) The text of Section 2.12 following the caption "Persons Deemed Owners" is deleted and the following inserted in lieu thereof: "The Owner Trustee and the Indenture Trustee shall deem the Person in whose name any Bond is registered in the Bond Register as the absolute owner of such Bond for the purpose of receiving payment of all amounts payable with respect to such Bond and for all other purposes, and neither the Owner Trustee nor the Indenture Trustee shall be affected by any notice to the contrary." (10) The following section is added to the end of Article Two: "Section 2.17. Certain Adjustments to Sinking Fund or Amortization Schedules. The sinking fund or principal amortization schedules, as the case may be, and stated maturity of the Outstanding Bonds of any series may be adjusted at the discretion of the Owner Trustee under the circumstances and subject to the conditions set forth in paragraphs (b) and (c) of Section 2 of the Participation Agreement; provided, however, that no such adjustment to the sinking fund or the principal amortization schedules or stated maturity of the Outstanding Bonds of any series shall (x) cause the average life of the Bonds of such series (measured from the date of initial issuance thereof and calculated in accordance with generally accepted financial practice) to be decreased or increased by more than six months, or (y) extend the final maturity of the Bonds of such series. If it elects to make such an adjustment, the Owner Trustee shall deliver to the Indenture Trustee and the Lessee, at least 40 days prior to the first payment date proposed to be affected by such adjustment, an Owner Trustee Request, prepared by the Owner Participant and the Lessee, (x) stating that the Owner Trustee has elected to make such adjustment, (y) attaching the revised payment and maturity schedules for each of the Outstanding Bonds, and (z) attaching calculations showing that the average life of the Outstanding Bonds of the series affected thereby shall not be decreased or increased except as permitted by this Section. The Indenture Trustee may conclusively rely on such Owner Trustee Request and shall have no duty with respect to the calculations referred to in the foregoing clause (z), other than to make such Owner Trustee Request available for inspection by each Holder of Outstanding Bonds of the series affected thereby at the Corporate Trust Office upon reasonable notice. Promptly after receipt of such Owner Trustee Request, and in any event at least thirty (30) days prior to the first payment date proposed to be affected thereby, the Indenture Trustee shall send to each Holder of Outstanding Bonds of the series affected thereby, in the manner provided in Section 1.06, a copy of a revised payment schedule for such Bonds after giving effect to such adjustment." (d) Article Three is amended to add the following to the end of paragraph (d) of Section 3.01: "; provided, however, that if the Indenture Trustee has been directed by any Holder or Holders to make payments by wire transfer pursuant to Section 2.11, any amounts received by the Indenture Trustee after 1:00 p.m., New York City time, may be distributed on the following Business Day." (e) Article Four is amended as follows: (1) Section 4.03 is amended in the following respects: (A) The reference in the first sentence of paragraph (a) to "or with any Paying Agent" is deleted; (B) paragraph (b) is deleted; and (C) paragraph (c) is deleted and the following inserted in lieu thereof: "(b) [Reserved]" (c) Any money deposited with the Indenture Trustee in trust for the payment of the principal of, and premium, if any, and interest on, any Bond and remaining unclaimed for three years (or such lesser period as may be required by law to give effect to this provision) after such principal, premium, if any, or interest has become due and payable shall be paid to the Owner Trustee on Owner Trustee Request (to the extent such moneys shall have been deposited by the Owner Trustee) or to any other Person on its written request (to the extent such moneys shall have been deposited by such other Person); and the Holder of such Bond shall thereafter, as an unsecured general creditor, look only to the Owner Trustee or such other Person, for payment thereof, and all liability of the Indenture Trustee with respect to such money shall thereupon be discharged." (2) Section 4.04 is deleted and the following inserted in lieu thereof: "Section 4.04 [Reserved]" (3) Paragraph (a) of Section 4.06 is deleted and the following inserted in lieu thereof: "(a) Pursuant to Section 9(b)(2) of the Participation Agreement, the Lessee has covenanted to maintain the priority of the Lien created by this Indenture. The Indenture Trustee shall, at the request and expense of the Lessee as provided in the Participation Agreement (and upon receipt of the form of document so to be executed), execute and deliver to the Lessee and the Lessee shall file, if not already filed, such financing statements or other documents and such continuation statements or other documents with respect to financing statements or other documents previously filed relating to the Lien created by this Indenture as may be necessary to protect, perfect and preserve such Lien. At any time and from time to time, upon the request of the Lessee or the Indenture Trustee, at the expense of the Lessee as provided in the Participation Agreement (and upon receipt of the form of document so to be executed), the Owner Trustee shall promptly and duly execute and deliver any and all such further instruments and documents as the Lessee or the Indenture Trustee may reasonably request in order for the Indenture Trustee to obtain the full benefits of the Lien created or intended to be created hereby and of the rights and powers herein granted. Upon the reasonable instructions (which instructions shall be accompanied by the form of document to be filed) at any time and from time to time of the Lessee or the Indenture Trustee, the Owner Trustee shall execute and file any financing statement (and any continuation statement with respect to any such financing statement), any certificate of title or any other document, in each case relating to the Liens created by this Indenture, as may be specified in such instructions. In addition, the Indenture Trustee and the Owner Trustee shall execute such continuation statements with respect to financing statements and other documents relating to the Lien created by this Indenture as may be reasonably specified from time to time in written instructions of any Holder (which instructions may, by their terms, be operative only at a future date and which shall be accompanied by the form of such continuation statement or other document so to be filed)." (4) Section 4.09 is deleted and the following inserted in lieu thereof: "Section 4.09. Notices of Default. The Owner Trustee shall give to the Indenture Trustee, promptly after having obtained knowledge thereof, notice in the manner provided in Section 1.05 of any Indenture Default or Indenture Event of Default." (5) The first eight words of Section 4.10 following the caption "Performance of Obligations" are deleted and the following inserted in lieu thereof: "The Owner Trustee shall not" (6) Section 4.12 is deleted and the following inserted in lieu thereof: "Section 4.12 [Reserved]" (f) Article Five is amended as follows: (1) The following is added to the end of Section 5.01: "This Article does not apply to installment payments of principal of the Bonds of any series as contemplated in Section 6.03." (2) Subparagraph (5) of Section 5.05(b) is deleted and the following inserted in lieu thereof: "(5) if such Bonds are to be redeemed in full, the place or places where such Bonds are to be surrendered for payment of the Redemption Price, and" (3) The second sentence of Section 5.06 is deleted and the following inserted in lieu thereof: "Upon surrender of any such Bond for redemption in accordance with such notice, such Bond or portion thereof shall be paid at the Redemption Price, together with accrued interest, if any, to the Redemption Date." (4) Section 5.07 is deleted and the following inserted in lieu thereof: "Section 5.07. Bonds Redeemed in Part. Any Bond which is to be redeemed only in part may be surrendered at the Corporate Trust Office (with, if the Owner Trustee or Indenture Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Owner Trustee and the Indenture Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Lessee shall cause to be prepared, the Owner Trustee shall execute, and the Indenture Trustee shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds of the same series, in any authorized denomination requested by such Holder and in an aggregate unpaid principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered." (g) Article Six is deleted and the following inserted in lieu thereof: "ARTICLE SIX Sinking Funds; Installment Payments Section 6.01. Applicability of Article. The provisions of this Article shall apply (x) to any sinking fund established for the retirement of the Bonds of a particular series and (y) to the Bonds of any series the principal of which is subject to amortization in installments. Section 6.02. Sinking Funds. (a) Any Series Supplemental Indenture may provide for a sinking fund for the retirement of the Bonds of the series created thereby (a "Sinking Fund"), in accordance with which the Owner Trustee shall be required to redeem on the respective dates specified in or pursuant to such Series Supplemental Indenture (any such date, a "Sinking Fund Redemption Date") corresponding principal amounts of the Bonds of such series (any such corresponding amount, a "Sinking Fund Requirement"). (b) If there shall have been a redemption, otherwise than pursuant to a Sinking Fund, of less than all the Bonds of a series to which a Sinking Fund is applicable (such redeemed Bonds being hereinafter called the "Redeemed Bonds"), the Sinking Fund Requirements applicable to the Bonds of such series for each Sinking Fund Redemption Date thereafter shall be deemed to have been satisfied to the extent of an amount equal to the quotient resulting from the division of (1) the product of (A) the principal amount of the Redeemed Bonds and (B) such Sinking Fund Requirement by (2) the sum of (C) the aggregate principal amount of Bonds of such series then Outstanding (after giving effect to such redemption) and (D) the principal amount of such Redeemed Bonds; provided, however, that the remaining Sinking Fund Requirements determined as set forth in this paragraph shall be rounded to the nearest integral multiple of $1,000, subject to further necessary adjustment so that the aggregate principal amount of such satisfaction of Sinking Fund Requirements shall be equal to the aggregate principal amount of such Redeemed Bonds, such adjustment to such Sinking Fund Requirements to be made in the inverse order of the respective Sinking Fund Redemption Dates corresponding thereto. (c) Particular Bonds to be redeemed pursuant to a Sinking Fund shall be selected in the manner provided in Section 5.04, and notice of such redemption shall be given in the manner provided in Section 5.05. Section 6.03. Installment Payments. (a) Any Series Supplemental Indenture may provide for the amortization of the principal amount of the Bonds of the series created thereby through installment payments of the principal of each Bond of such series, in accordance with which the Owner Trustee shall be required to pay on the respective dates specified in or pursuant to such Series Supplemental Indenture (any such date, an "Amortization Date") corresponding installments of principal of each Bond of such series (any such installment payment of principal, an "Amortization Requirement"). (b) If there shall have been a redemption (any installment payment pursuant to this Section 6.03 not being considered for such purpose a redemption) of less than all the Bonds of a series subject to installment payments as contemplated in this Section (such redeemed Bonds being hereinafter called the "Redeemed Bonds"), the Amortization Requirements applicable to the Bonds of such series for each Amortization Date thereafter shall be deemed to have been satisfied to the extent of an amount equal to the quotient resulting from the division of (1) the product of (A) the principal amount of the Redeemed Bonds and (B) such Amortization Requirement by (2) the sum of (C) the aggregate principal amount of Bonds of such series then Outstanding (after giving effect to such redemption) and (D) the principal amount of the Redeemed Bonds; provided, however, that the remaining Amortization Requirements determined as set forth in this paragraph shall be rounded to the nearest integral multiple of $1,000, subject to further necessary adjustment so that the aggregate principal amount of such satisfaction of Amortization Requirements shall be equal to the aggregate principal amount of such Redeemed Bonds, such adjustment to such Amortization Requirements to be made in the inverse order of the respective Amortization Dates corresponding thereto. In connection with any such adjustments to the Amortization Requirements, the Owner Trustee shall deliver to the Indenture Trustee, not later than 30 days prior to the next Amortization Date following such partial redemption, a revised schedule, prepared by the Lessee and approved by the Owner Participant, setting forth the Amortization Requirements for the Bonds commencing with the first Amortization Date following such partial redemption. The Indenture Trustee may conclusively rely on such revised schedule and shall have no duty with respect to the adjustments set forth therein, other than to make such revised schedule available for inspection by the Holders of the Bonds affected thereby." (h) Article Eight is amended as follows: (1) Section 8.01 is deleted and the following inserted in lieu thereof: "Section 8.01. Certain Duties and Responsibilities; Standard of Care. (a) The Indenture Trustee shall perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) The Indenture Trustee shall not be liable hereunder except for its own willful misconduct or gross negligence. The foregoing notwithstanding, if an Indenture Event of Default has occurred and is continuing, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (c) In the absence of bad faith on its part: (1) the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall be under a duty to examine the same to determine whether they conform to the requirements of this Indenture; and (2) the Indenture Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority in aggregate principal amount of the Outstanding Bonds of all series, considered as one class, relating to (A) the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee under this Indenture or (B) the exercise by it of any trust or power conferred upon it under this Indenture. (d) Whether or not herein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Indenture Trustee shall be subject to the provisions of this Section." (2) Section 8.03 following the caption "Certain Rights of Indenture Trustee" is deleted and the following inserted in lieu thereof: "Except as otherwise provided in Section 8.01: (a) the Indenture Trustee may conclusively rely and shall be protected in acting or refraining from acting in reliance upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction referred to herein of the Owner Trustee shall be sufficiently evidenced by an Owner Trustee Request or Owner Trustee Order and any request of the Lessee shall be sufficiently evidenced by a Lessee Request or Lessee Order; (c) whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) shall be entitled to receive and may, in the absence of bad faith on its part, rely upon an Officers' Certificate of the Owner Trustee; (d) the Indenture Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (e) the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, except to the extent that such Holders shall have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; provided, however, that if the Holder of such Bonds is the Collateral Trust Trustee, the unsecured written undertaking thereof, in its individual capacity, to indemnify the Indenture Trustee shall constitute sufficient security and indemnity for such purposes; (f) the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Owner Trustee, personally or by agent or attorney; (g) the Indenture Trustee may at any time request written instructions from the Holders of the Bonds with respect to any interpretation of this Indenture or any action to be taken or not to be taken hereunder and, except as otherwise contemplated in Section 2.11, may withhold any action under this Indenture until it shall have received such written instructions from the Holders of a majority in aggregate principal amount of the Outstanding Bonds of all series, considered as one class, evidenced by an Act of such Holders; (h) the Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or, by or through agents or attorneys appointed by it in writing and acceptable to the Owner Trustee and the Lessee, indirectly, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of any such authorized agent or attorney appointed with due care by it and as otherwise hereinabove provided; (i) the Indenture Trustee shall not be personally liable, in the case of entry by it upon the Indenture Estate, for debts, contracts or liabilities or damages incurred in the management or operation of the Indenture Estate; and (j) for all purposes of this Indenture, the Indenture Trustee shall not be deemed to have knowledge of the occurrence of any Indenture Default or Indenture Event of Default unless either (1) notice thereof shall have been given to the Indenture Trustee in the manner provided in Section 1.05 or (2) a Responsible Officer of the Corporate Indenture Trustee shall have actual knowledge of the occurrence thereof; provided, however, that the Indenture Trustee shall be deemed to have knowledge of any failure of the Lessee to pay any installment of Basic Rent within five Business Days after the same has become due." (3) The text of Section 8.05 following the caption "Indenture Trustee and Authorized Agents May Hold Bonds" is deleted and the following inserted in lieu thereof: "The Indenture Trustee and any agent appointed by the Indenture Trustee or Owner Trustee in accordance with this Indenture, in its individual or any other capacity, may become the owner or pledgee of Bonds and, subject to Sections 8.08 and 8.13, may otherwise deal with the Owner Trustee with the same rights it would have if it were not Indenture Trustee or such agent." (4) Section 8.06 is amended in the following respects: (A) the reference in the caption to "or Paying Agent" is deleted; (B) the respective references in paragraph (a) to "or the Paying Agent" and "nor the Paying Agent" are deleted; and (C) the reference in paragraph (b) to "or the Paying Agent" is deleted. (5) Section 8.07 is deleted and the following inserted in lieu thereof: "Section 8.07. Compensation and Reimbursement. (a) The Owner Trustee shall: (1) pay, or cause to be paid, to the Indenture Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) reimburse, or cause to be reimbursed, the Indenture Trustee upon its request for all expenses, disbursements and advances incurred or made by it in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its own negligence, willful misconduct or bad faith; and (3) indemnify, or cause to be indemnified, each of the Indenture Trustee and any predecessor Indenture Trustee for, and hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. (b) As security for the performance of the obligations of the Owner Trustee under this Section, the Indenture Trustee shall have a Lien prior to the Bonds upon all funds and other property held or collected by it as part of the Indenture Estate. (c) The provisions of paragraph (a) apply equally to any agent appointed by the Indenture Trustee or Owner Trustee hereunder in accordance with the provisions hereof." (6) Section 8.08 is deleted and the following inserted in lieu thereof: "Section 8.08 [Reserved]" (7) The text of Section 8.09 following the caption is deleted and the following inserted in lieu thereof: "There shall at all times be an Indenture Trustee hereunder that is a corporation organized and doing business under the laws of the United States or any jurisdiction thereof, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $25,000,000, and subject to supervision or examination by federal or state or other local authority. If at any time the Indenture Trustee ceases to remain eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article." (8) Paragraphs (d) and (e) of Section 8.10 are deleted and the following inserted in lieu thereof: "(d) if at any time: (1) the Indenture Trustee ceases to remain eligible under Section 8.09 and fails to resign after written request therefor by the Owner Trustee or by any Holder who has been a bona fide holder of a Bond for at least six months, or (2) the Indenture Trustee has become incapable of acting or has been adjudged a bankrupt or insolvent or a receiver of the Indenture Trustee or of its property has been appointed or any public officer has taken charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (x) the Owner Trustee, acting after consultation with the Lessee, may remove the Indenture Trustee or (y) subject to Section 7.11, any Holder who has been a bona fide Holder of a Bond for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) If the Indenture Trustee resigns, is removed or becomes incapable of acting, or if a vacancy occurs in the office of Indenture Trustee for any cause, the Owner Trustee, acting after consultation with the Lessee, shall promptly appoint a successor Indenture Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Indenture Trustee has been appointed by Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Bonds of all series, considered as one class, delivered to the Lessee, the Owner Trustee and the retiring Indenture Trustee, the successor Indenture Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Indenture Trustee and supersede the successor Indenture Trustee appointed by the Lessee. If no successor Indenture Trustee has been so appointed by the Owner Trustee, acting after consultation with the Lessee, or by the Holders, and has accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Bond for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee." (9) Section 8.13 is deleted and the following inserted in lieu thereof: "Section 8.13. [Reserved]" (10) Section 8.14 is deleted and the following inserted in lieu thereof: "Section 8.14. [Reserved]" (11) Section 8.15 is amended in the following respects: (A) Paragraph (a) is deleted and the following inserted in lieu thereof: "(a) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which property shall be held subject to the Lien hereof, or the Indenture Trustee shall be advised by counsel, satisfactory to it, that it is so necessary or prudent in the interest of the Holders, or the Holders of a majority in aggregate principal amount of the Outstanding Bonds of all series, considered as one class, shall by Act of such Holders so request, the Indenture Trustee and the Owner Trustee shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company or one or more Persons approved by the Indenture Trustee either to act as co-trustee or co-trustees of all or any part of the Indenture Estate jointly with the Indenture Trustee originally named herein or any successor or successors or to act as separate trustee or trustees of all or any such property. In the event the Owner Trustee shall not have joined in the execution of such instruments and agreements within ten days after the receipt of a written request from the Indenture Trustee so to do, or in case an Indenture Event of Default shall have occurred and be continuing, the Indenture Trustee may act under the foregoing provisions of this Section without the concurrence of the Owner Trustee, and the Owner Trustee hereby appoints the Indenture Trustee its agent and attorney to act for it under the foregoing provisions of this Section in either of such contingencies." (B) Subparagraph (b)(5) is deleted and the following inserted in lieu thereof: "(5) the Owner Trustee and the Indenture Trustee, at any time, by an instrument in writing, executed by them jointly, may remove any such additional trustee or trustees and, in that case, by an instrument in writing executed by them jointly, may appoint a successor or successors to such additional trustee or trustees, anything herein to the contrary notwithstanding; provided, however, that if the Owner Trustee and the Indenture Trustee remove any such additional trustee which has been appointed at the request of the Holders pursuant to subsection (a) of this Section, then such parties shall appoint a successor or successors to such additional trustee so removed unless the Holders of a majority in aggregate principal amount of the Outstanding Bonds of all series, considered as one class, shall have agreed in writing that no such successor or successors need be appointed. In the event that the Owner Trustee shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from the Indenture Trustee to do so, the Indenture Trustee shall have power to remove any such additional trustee and to appoint a successor additional trustee without the concurrence of the Owner Trustee, the latter hereby appointing the Indenture Trustee its agent and attorney to act for it in such connection in such contingency. In the event that the Indenture Trustee alone shall have appointed an additional trustee or trustees as above provided, it may at any time, by an instrument in writing, remove any such additional trustee or trustees, the successor to any such additional trustee so removed to be appointed by the Owner Trustee and the Indenture Trustee, or by the Indenture Trustee alone, as hereinbefore in this Section provided." (i) Article Nine is deleted and the following inserted in lieu thereof: "ARTICLE NINE [Reserved]" (j) Article Ten is amended as follows: (1) Section 10.01 is amended in the following respects: (A) the text preceding subparagraphs (a) through (l) is amended to delete the text "the Lessee,"; (B) subparagraph (b) is deleted and the following inserted in lieu thereof: "(b) to evidence the succession of another bank or trust company to the Owner Trustee, and the assumption by any such successor of the covenants of the Owner Trustee herein and in the Bonds contained, or to evidence the appointment of a co-trustee pursuant to the terms of the Trust Agreement;" (C) subparagraph (e) is deleted and the following inserted in lieu thereof: "(e) to add to the covenants of the Owner Trustee for the benefit of the Holders or to evidence the surrender of any right or power herein conferred upon the Owner Trustee;" (D) subparagraph (g) is deleted and the following inserted in lieu thereof: "(g) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to qualify or continue the qualification of this Indenture (including any Series Supplemental Indenture) under the Trust Indenture Act, or under any similar federal statute hereafter enacted, or to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act;" (2) Section 10.02 is amended in the following respects: (A) Paragraph (a) is amended by deleting from the phrase "the Owner Trustee and the Lessee may" in the text preceding the first proviso the words "and the Lessee"; and (B) the text ", or reduce the requirements of Section 12.04 for quorum or voting" at the end of subparagraph (a)(3) is deleted. (3) Section 10.08 is deleted and the following inserted in lieu thereof: "Section 10.08. [Reserved]" (4) Section 10.09 is amended by deleting (A) the references in the first sentence thereof to, respectively, "or the Lessee" and "and the Lessee", and (B) the reference in the second sentence thereof to "or the Lessee", together with the text ", the Lessee". (k) Article Eleven is amended as follows: (1) Paragraph (e) of Section 11.01 is deleted and the following inserted in lieu thereof: "(e) Notwithstanding the satisfaction and discharge of any Bonds as hereinabove provided, the respective obligations of the Owner Trustee and the Indenture Trustee in respect of such Bonds under Sections 2.09, 2.10, 4.03 and 8.07 and this Article shall survive. In addition, the obligations of the Owner Trustee under Section 8.07 shall survive the earlier resignation or removal of the Indenture Trustee." (2) Paragraph (c) of Section 11.02 is deleted and the following inserted in lieu thereof: "(c) Notwithstanding the satisfaction and discharge of any Bonds as hereinabove provided, the respective obligations of the Owner Trustee and the Indenture Trustee in respect of such Bonds under Sections 2.09, 2.10, 4.03 and 8.07 and this Article shall survive." (l) Article Twelve is deleted and the following inserted in lieu thereof: "ARTICLE TWELVE [Reserved]" (m) Appendix A to the Indenture is hereby amended as set forth in Schedule A-1 attached hereto. ARTICLE TWO Terms Of The 1997 Bonds 2. 2.01 The 1997 Bonds. (a) There is hereby created and established a separate series of Additional Bonds designated "Waterford 3 Secured Lease Obligation Bonds, 8.09% Series A due 2017" (the "1997 Bonds"). The 1997 Bonds shall be issued in the aggregate principal amount, shall bear interest at the rate per annum and shall have the final maturity set forth below: Original Principal Interest Final Amount Rate Maturity 1997 Bonds $174,000,000 8.09% January 2, 2017 The 1997 Bonds shall be substantially in the form of Exhibit A hereto. (b) Each 1997 Bond shall bear interest on the principal amount thereof from time to time outstanding from the Issue Date designated thereon until paid in full at the rate of interest set forth therein, which interest shall be payable on January 2, 1998 and on each January 2 and July 2 thereafter to and including the final maturity date thereof, unless paid in full prior to such date as provided herein and in such 1997 Bond. (c) The original principal amount of each 1997 Bond shall be payable in installments on the dates and in the amounts set forth in Schedule 1 attached thereto, as such Schedule may be adjusted from time to time in accordance with the provisions of the Indenture and of such 1997 Bond. Installments of principal of and premium, if any, and interest on each 1997 Bond shall be due and payable on the payment dates specified in Schedule 1 attached thereto. (d) Each 1997 Bond shall be subject to redemption as set forth in such 1997 Bond. There shall not be a Sinking Fund for the 1997 Bonds. ARTICLE THREE Miscellaneous 3. 3.01 Execution as Supplemental Indenture. This Supplemental Indenture No. 2 is executed and shall be construed as an indenture supplemental to the Indenture and, as provided in the Original Indenture, this Supplemental Indenture No. 2 forms a part thereof. 3.02 Counterpart Execution. This Supplemental Indenture No. 2 may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 3.03 Concerning the Owner Trustee. Anything herein to the contrary notwithstanding, all and each of the agreements and obligations herein made or undertaken on the part of the Owner Trustee are made or undertaken not as personal agreements by the Owner Trustee in its individual capacity for the purpose or with the intention of binding it personally, but are made or undertaken solely for the purpose of binding only the Trust Estate, and this Supplemental Indenture No. 2 is executed and delivered by the Owner Trustee in its individual capacity solely in the exercise of the powers expressly conferred upon it as trustee under the Trust Agreement; and no personal liability or responsibility is assumed hereunder by or shall at any time be enforceable against the Owner Trustee or any successor in trust or the Owner Participant on account of any agreements hereunder of the Owner Trustee, either express or implied, all such personal liability, if any, being expressly waived by the Indenture Trustee and the Holders and by all Persons claiming by, through or under the Indenture Trustee and the Holders; provided, however, that the Owner Trustee, in its individual capacity, shall be liable hereunder for its own gross negligence or willful misconduct. If a successor owner trustee is appointed in accordance with the terms of the Trust Agreement, such successor owner trustee shall,without any further act, succeed to all the rights, duties, immunities and obligations of the Owner Trustee hereunder, and its predecessor owner trustee and the Owner Trustee in its individual capacity shall be released from all further duties and obligations hereunder, without prejudice to any claims against the Owner Trustee in its individual capacity or the Owner Trustee for any default by the Owner Trustee in its individual capacity or the Owner Trustee, respectively, in the performance of its obligations hereunder prior to such appointment. In Witness Whereof, the parties hereto have caused this Supplemental Indenture No. 2 to be duly executed by their respective officers thereunto authorized, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. Attest: First National Bank of Commerce, not in its individual capacity, except as otherwise expressly provided in the Indenture, but solely as Owner Trustee [Seal] By: Name: Title: Attest: Bankers Trust Company, as Corporate Indenture Trustee [Seal] By: Name: Title: Stanley Burg, as Individual Indenture Trustee ACKNOWLEDGMENT State Of ) ) ss.: County Of ) On this ___ day of _________, 1997, before me, the undersigned Notary Public, duly commissioned and qualified within the State and County aforesaid, and in the presence of the undersigned competent witnesses, personally came and appeared ____________, to me personally known, who being by me duly sworn did say that ____ is a ________________________________ of First National Bank of Commerce, a national banking association, the Owner Trustee referred to in the foregoing instrument, that the seal affixed to the foregoing instrument is the seal of said national banking association, that said instrument was signed and sealed on behalf of said association by authority of its Board of Directors and that ____ acknowledged said instrument to be the free act and deed of said national banking association. [signature of appearer] WITNESSES: Notary Public My Commission Expires: ACKNOWLEDGMENT State Of ) ) ss.: County Of ) On this ___ day of _________, 1997, before me, the undersigned Notary Public, duly commissioned and qualified within the State and County aforesaid, and in the presence of the undersigned competent witnesses, personally came and appeared ___________, to me personally known, who being by me duly sworn did say that _____ is a ______________ of Bankers Trust Company, a New York banking corporation, Corporate Indenture Trustee under the foregoing instrument, that the seal affixed to the foregoing instrument is the seal of said corporation, that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors and that _____ acknowledged said instrument to be the free act and deed of said corporation. [signature of appearer] WITNESSES: Notary Public My Commission Expires: ACKNOWLEDGMENT State Of ) ) ss.: County Of ) On this ___ day of _________, 1997, before me, the undersigned Notary Public, duly commissioned and qualified within the State and County aforesaid, and in the presence of the undersigned competent witnesses, personally came and appeared Stanley Burg to me personally known, who being by me duly sworn did say that he is the Individual Indenture Trustee under the foregoing instrument and that in his capacity as such he executed the foregoing instrument. [signature of appearer] WITNESSES: Notary Public My Commission Expires: EXHIBIT A TO SUPPLEMENTAL INDENTURE NO. 2 FORM OF 1997 BOND THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR OFFERED FOR SALE IN VIOLATION OF SUCH ACT OR OTHERWISE EXCEPT IN COMPLIANCE WITH SECTION 2.08 OF THE INDENTURE WATERFORD 3 SECURED LEASE OBLIGATION BOND, 8.09% SERIES A DUE 2017 (DUE January 2, 2017) Issue Date: ________ No. R-__ FOR VALUE RECEIVED, FIRST NATIONAL BANK OF COMMERCE, not in its individual capacity, but solely as trustee ("Owner Trustee") under Trust Agreement No. 1, dated as of September 1, 1989, with ESSL 2, Inc. (the "Owner Participant"), hereby promises to pay to _______________________, or registered assigns, the principal sum of _________________________________ DOLLARS ($________), such payment to be made in the amounts and on the dates specified in Schedule 1 hereto, as such Schedule 1 may be revised in accordance herewith, and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) on the aggregate amount of such principal sum remaining unpaid from time to time from the date of issuance of this Bond until due and payable, semiannually in arrears on January 2 and July 2 in each year, commencing January 2, 1998, at the rate of 8.09% per annum, until the principal amount hereof is paid in full. Capitalized terms used in this Bond and not defined herein have the respective meanings ascribed thereto in Supplemental Indenture No. 2 to the Original Indenture (as hereinafter defined). In the event that any payment to be made hereunder is stated to be due on a day that is not a Business Day, then such payment shall be due and payable on the next succeeding Business Day with the same force and effect as if made on the date on which such payment was stated to be due, and no interest in respect of such payment shall accrue for the period from and after such stated due date. All payments of principal, premium, if any, and interest to be made by the Owner Trustee hereon and under the Indenture of Trust and Deed of Mortgage No. 1, dated as of September 1, 1989 (the "Original Indenture"), as supplemented by Supplemental Indenture No. 1, dated as of September 1, 1989, and Supplemental Indenture No. 2, dated as of July 1, 1997 (the Original Indenture as so supplemented, and as it may be further amended or supplemented from time to time in accordance with the provisions thereof, being hereinafter referred to as the "Indenture"), between the Owner Trustee and Bankers Trust Company and Stanley Burg, as Corporate and Individual Indenture Trustee, respectively (together, the "Indenture Trustee"), shall be made only from the Indenture Estate or the income and proceeds received by the Indenture Trustee therefrom, and the Indenture Trustee shall have no obligation for the payment thereof except to the extent that the Indenture Trustee shall have sufficient income or proceeds from the Indenture Estate to make such payments in accordance with the terms of Article Three of the Indenture. The Holder hereof, by its acceptance of this Bond, shall be deemed to have agreed that such Holder will look solely to the Indenture Estate and the income and proceeds from the Indenture Estate to the extent available for distribution to the Holder hereof as above provided, and that neither the Owner Participant nor, except as otherwise expressly provided in the Indenture, the Owner Trustee nor the Indenture Trustee is or shall be personally liable to the Holder hereof for any amounts payable under this Bond or for any performance to be rendered under the Indenture or any other Transaction Document or for any liability thereunder; provided, however, that in the event that the Lessee, or the Lessee and an Affiliate thereof, shall have assumed all the obligations of the Owner Trustee hereunder and under the Indenture in accordance with Section 2.16 of the Indenture, the Holder hereof, by its acceptance hereof, is deemed further to have agreed that all payments to be made hereunder and otherwise under the Indenture shall be made by the Lessee (or the Lessee and such Affiliate, as the case may be) and from the Indenture Estate, and in such event the Holder hereof will look solely to the Indenture Estate and the Lessee (and, if applicable, such Affiliate) for such payment. All principal, premium, if any, and interest in respect of this Bond shall be payable in immediately available funds in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts upon presentation of this Bond at the Corporate Trust Office or as otherwise contemplated by and in accordance with Section 2.11 of the Indenture. In the manner and to the extent provided in Section 2.17 of the Indenture, Schedule 1 hereto may be adjusted at the discretion of the Owner Trustee in connection with certain recalculations of Basic Rent pursuant to the Facility Lease. In the event of any partial redemption of this Bond (the installment payments of principal in accordance with Schedule 1 hereto not being considered for such purpose a redemption), the installment payments of principal on this Bond thereafter shall be adjusted in the manner provided in Section 6.03(b) of the Indenture. The Holder hereof, by its acceptance of this Bond, agrees that each payment received by it hereunder shall be applied in the manner provided in Section 3.08 of the Indenture. The Holder of this Bond, by its acceptance hereof, further agrees that it will duly note by appropriate means all payments made to it of principal of, premium, if any, and interest on this Bond, and that it will not in any event transfer or otherwise dispose of this Bond unless and until all such notations have been duly made and the other requirements of the Indenture have been complied with. This Bond is one of the Bonds referred to in the Indenture. The Indenture permits the issuance of additional series of Bonds, and the several series may be for varying aggregate principal amounts and may have different maturity dates, interest rates, redemption provisions and other terms. The properties of the Owner Trustee included in the Indenture Estate are pledged to the Indenture Trustee to the extent provided in the Indenture as security for the payment of the principal of and premium, if any, and interest on this Bond and all other Bonds issued and outstanding from time to time under the Indenture. Reference is hereby made to the Indenture for a complete statement of the rights of the Holders of, and the nature and extent of the security for, this Bond and of the rights of, and the nature and extent of the security for, the Holders of the other Bonds and of certain rights of the Owner Trustee, as well as for a statement of the terms and conditions of the trust created by the Indenture, to all of which terms and conditions the Holder hereof agrees by its acceptance of this Bond. This Bond is subject to purchase by the Owner Trustee at a price equal to 100% of the unpaid principal amount hereof plus accrued and unpaid interest hereon as provided in Section 7.16 of the Indenture. This Bond is also subject to redemption in full, at 100% of the unpaid principal amount hereof plus accrued interest to the date fixed for redemption, in the event of the termination of the Facility Lease pursuant to Section 13(f) or (g) or Section 14 thereof, or Section 16(d)(5) of the Participation Agreement, subject, however, except in the case of a termination pursuant to Section 14 of the Facility Lease, to the right of the Lessee (or the Lessee and an Affiliate thereof, as the case may be) to assume this Bond in accordance with Section 2.16 of the Indenture (in which event there shall be no redemption of this Bond as a consequence of such termination). In addition, this Bond may be redeemed, in whole or in part, at any time at the redemption price of 100% of the unpaid principal amount of this Bond to be so redeemed, together with interest accrued to the date fixed for redemption, plus the Lessor Bond Make-Whole Premium, if any. "Lessor Bond Make-Whole Premium" shall mean an amount equal to the "Make-Whole Premium" due on such redemption date on the Refunding Collateral Bonds (as defined in the Indenture) of the series correlative to this Bond which are to be redeemed in an unpaid principal amount equal to the unpaid principal to be so redeemed on this Bond. If an Indenture Event of Default shall occur and be continuing, the unpaid balance of the principal of this Bond and any other Bonds, together with all accrued but unpaid interest hereon and thereon, may, subject to certain rights of the Owner Trustee and the Owner Participant contained or referred to in the Indenture, be declared or may become due and payable in the manner and with the effect provided in the Indenture. The obligation of the Owner Trustee to pay the principal of and premium, if any, and interest on this Bond, and the lien of the Indenture or the Indenture Estate, is subject to being legally discharged prior to the maturity of this Bond upon the deposit with the Indenture Trustee of cash or certain securities sufficient to pay this Bond when due in accordance with the terms of the Indenture. There shall be maintained at the Corporate Trust Office a register for the purpose of registering transfers and exchanges of this and the other Bonds in the manner provided in the Indenture. Subject to the legend at the head of this Bond and satisfaction of the conditions and limitations provided in Section 2.09 of the Indenture, this Bond is transferable upon surrender hereof for registration of transfer at the Corporate Trust Office. The Owner Trustee and the Indenture Trustee shall treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving all payments of the principal of and premium, if any, and interest on this Bond and for all other purposes whatsoever, and neither the Owner Trustee nor the Indenture Trustee shall be affected by notice to the contrary. This Bond shall be governed by, and construed in accordance with, the law of the State of New York. IN WITNESS WHEREOF, the Owner Trustee has caused this Bond to be duly executed as of the date hereof. Attest: FIRST NATIONAL BANK OF COMMERCE, not in its individual capacity but solely as Owner Trustee By: ____________________________ [SEAL] Authorized Officer This Bond is one of the Waterford 3 Secured Lease Obligation Bonds, 8.09% Series A Due 2017 referred to in the within-mentioned Indenture. BANKERS TRUST COMPANY, as Corporate Indenture Trustee Dated:__________________ By:______________________________ Title: SCHEDULE 1 TO EXHIBIT A SCHEDULE OF PRINCIPAL AMORTIZATION Payment Date Principal Amount Principal Balance Payable January 2, 1999 14,265,963 159,734,037 January 2, 2000 11,628,346 148,105,691 January 2, 2001 11,628,345 136,477,346 January 2, 2002 11,628,346 124,849,000 January 2, 2003 18,859,206 105,989,794 January 2, 2004 9,303,560 96,686,234 January 2, 2005 354,065 96,332,169 January 2, 2006 1,514,101 94,818,068 January 2, 2007 1,739,351 93,078,717 January 2, 2008 2,978,225 90,100,492 January 2, 2009 6,635,943 83,464,549 January 2, 2010 8,367,394 75,097,155 January 2, 2011 13,354,342 61,742,813 January 2, 2012 7,893,923 53,848,890 January 2, 2013 5,625,545 48,223,345 January 2, 2014 7,596,377 40,626,968 January 2, 2015 6,963,124 33,663,844 January 2, 2016 735,185 32,928,659 January 2, 2017 32,928,659 0 EXHIBIT B TO SUPPLEMENTAL INDENTURE NO. 2 [Schedule A-1 to Appendix A (Definitions)] CERTAIN RIGHTS OF THE LESSOR UNDER THE FACILITY LEASE AS SUPPLEMENTED BY THIS LEASE SUPPLEMENT NO. 1 HAVE BEEN ASSIGNED TO, AND ARE SUBJECT TO A SECURITY INTEREST IN FAVOR OF, THE INDENTURE TRUSTEE UNDER INDENTURE OF MORTGAGE AND DEED OF TRUST NO. 1, DATED AS OF SEPTEMBER 1, 1989, AS SUPPLEMENTED. THIS LEASE SUPPLEMENT NO. 1 HAS BEEN EXECUTED IN SEVERAL COUNTERPARTS. SEE SECTION 3(c) OF THIS LEASE SUPPLEMENT NO. 1 FOR INFORMATION CONCERNING THE RIGHTS OF HOLDERS OF VARIOUS COUNTERPARTS HEREOF. THIS COUNTERPART IS NOT THE ORIGINAL COUNTERPART. LEASE SUPPLEMENT NO. 1 dated as of July 1, 1997 to FACILITY LEASE NO. 1 dated as of September 1, 1989 between FIRST NATIONAL BANK OF COMMERCE, not in its individual capacity, but solely as Owner Trustee under Trust Agreement No. 1, dated as of September 1, 1989, with the Owner Participant, Lessor and ENTERGY LOUISIANA, INC. (formerly Louisiana Power & Light Company), Lessee Original Facility Lease Recorded on [September 28, 1989] at __________ CERTAIN RIGHTS OF THE LESSOR UNDER THE FACILITY LEASE AS SUPPLEMENTED BY THIS LEASE SUPPLEMENT NO. 1 HAVE BEEN ASSIGNED TO, AND ARE SUBJECT TO A SECURITY INTEREST IN FAVOR OF, THE INDENTURE TRUSTEE UNDER INDENTURE OF MORTGAGE AND DEED OF TRUST NO. 1, DATED AS OF SEPTEMBER 1, 1989, AS SUPPLEMENTED. THIS LEASE SUPPLEMENT NO. 1 HAS BEEN EXECUTED IN SEVERAL COUNTERPARTS. SEE SECTION 3(c) OF THIS LEASE SUPPLEMENT NO. 1 FOR INFORMATION CONCERNING THE RIGHTS OF HOLDERS OF VARIOUS COUNTERPARTS HEREOF. THIS COUNTERPART IS THE ORIGINAL COUNTERPART. INDENTURE TRUSTEE'S RECEIPT Receipt of this Original Counterpart is acknowledged. BANKERS TRUST COMPANY Indenture Trustee as Aforesaid By Authorized Officer LEASE SUPPLEMENT NO. 1 dated as of July 1, 1997 to FACILITY LEASE NO. 1 dated as of September 1, 1989 between FIRST NATIONAL BANK OF COMMERCE, not in its individual capacity, but solely as Owner Trustee under Trust Agreement No. 1, dated as of September 1, 1989, with the Owner Participant, Lessor and ENTERGY LOUISIANA, INC. (formerly Louisiana Power & Light Company), Lessee Original Facility Lease Recorded on [September 28, 1989] at _________________ This LEASE SUPPLEMENT NO. 1, dated as of July 1, 1997 ("Lease Supplement No. 1"), to FACILITY LEASE NO. 1, dated as of September 1, 1989 (the "Facility Lease"), between FIRST NATIONAL BANK OF COMMERCE, a national banking association, not in its individual capacity but solely as Corporate Owner Trustee (the "Lessor"), under the Trust Agreement (such term, and all other capitalized terms used herein without definition, being defined as provided in Section 1 below), and ENTERGY LOUISIANA, INC. (formerly Louisiana Power & Light Company), a Louisiana corporation (the "Lessee"), W I T N E S S E T H: WHEREAS, the Lessee and the Lessor have heretofore entered into the Facility Lease providing for the lease by the Lessor to the Lessee of the Undivided Interest; and WHEREAS, the Lessee, the Lessor, the Owner Participant, Funding Corporation, the Collateral Trust Trustee and the Indenture Trustee have entered into a Refunding Agreement No. 1, dated as of July 1, 1997, providing for the issuance by the Owner Trustee of Additional Bonds, including Refunding Bonds ("Lessor Bonds") to refund the Outstanding Initial Series Bonds and to pay certain other costs incurred in connection therewith; and WHEREAS, the Owner Trustee and the Indenture Trustee have entered into Supplemental Indenture No. 2, dated as of July 1, 1997, to the Lease Indenture creating the "Lessor Bonds" for such purpose and establishing the terms, conditions and designations of such Lessor Bonds; and WHEREAS, Section 3(e) of the Facility Lease provides for an adjustment to Basic Rent and to the Value Schedules in order to preserve the Net Economic Return in the event, among other things, of the issuance of the Lessor Bonds; NOW, THEREFORE, in consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. For purposes hereof, capitalized terms used herein and not otherwise defined herein or in the recitals shall have the meanings assigned to such terms in Appendix A to the Facility Lease. 2. Amendments; Schedules. (a) Section 3(d)(ii) of the Facility Lease is hereby amended by replacing the words "sinking fund" with "payment". (b) Section 3(e)(ii) of the Facility Lease is hereby amended by adding thereto after the words "Participation Agreement" the following: or if the expenses paid by the Lessor in connection with the issuance of any Additional Bonds or Collateral Bonds are not equal to the amounts set forth in the Pricing Assumptions (c) Section 13(g) of the Facility Lease is hereby amended by adding, after the second sentence thereof, the following sentence: For purposes of the preceding sentence, Casualty Value shall be determined in accordance with Schedule 2 to this Facility Lease as in effect on the date of the original execution and delivery hereof, without regard to the changes to such Schedule effected by Lease Supplement No. 1 hereto. (d) Section 22 of the Facility Lease is hereby amended by adding a new paragraph (k) thereto as follows: (k) Personal Property. The Lessee and the Lessor agree for purposes of this Facility Lease that it is their intent that, to the extent permitted by Applicable Law, the Undivided Interest and every part thereof shall be considered as personal and not real property. (e) As of the date first written above and until and unless further amended, Schedules 1 through 5 of the Facility Lease are hereby amended as follows: (i) Schedule 1 to the Facility Lease entitled "Basic Rent Percentages" is deleted in its entirety and is hereby replaced with Schedule 1 hereto. (ii) Schedule 2 to the Facility Lease entitled "Schedule of Casualty Values" is deleted in its entirety and is hereby replaced with Schedule 2 hereto, except that solely for purposes of Section 13(g) of the Facility Lease, Schedule 2 shall remain unchanged. (iii) Schedule 3 to the Facility Lease entitled "Schedule of Special Casualty Values" is deleted in its entirety and is hereby replaced with Schedule 3 hereto. (iv) Schedule 4 to the Facility Lease entitled "Schedule of Net Casualty Values" is deleted in its entirety and is hereby replaced with Schedule 4 hereto. (v) Schedule 5 to the Facility Lease entitled "Schedule of Net Special Casualty Values" is deleted in its entirety and is hereby replaced with Schedule 5 hereto. (f) Schedule U3S to the Facility Lease is attached hereto. (g) Appendix A to the Facility Lease is hereby amended as set forth in Schedule A-1 to Appendix A attached hereto. 3. Miscellaneous. (a) Counterpart Execution. This Lease Supplement No. 1 may be executed in any number of counterparts and by each of the parties hereto or thereto on separate counterparts, all such counterparts together constituting but one and the same instrument. (b) Execution as Lease Supplement. This Lease Supplement No. 1 is executed and shall be construed as a supplement and amendment to the Facility Lease and shall form a part thereof. On and from the delivery of this Lease Supplement No. 1, any reference in any Transaction Document to the Facility Lease shall be deemed to refer to the Facility Lease as supplemented and amended by this Lease Supplement No. 1. (c) Original Counterpart. The single executed original of this Lease Supplement No. 1 marked "THIS COUNTERPART IS THE ORIGINAL COUNTERPART" and containing the receipt of the Indenture Trustee thereon shall be the "Original" of this Lease Supplement No. 1. To the extent that the Facility Lease, as supplemented by this Lease Supplement No. 1, constitutes chattel paper, as such term is defined in the Uniform Commercial Code as in effect in any applicable jurisdiction, no security interest in the Facility Lease, as so supplemented, may be created or continued through the transfer or possession of any counterparts of the Facility Lease and supplements thereto other than the "Originals" of any thereof. (d) Concerning the Lessor. FNBC is entering into this Lease Supplement No. 1 solely as Owner Trustee under the Trust Agreement and not in its individual capacity. Notwithstanding anything herein to the contrary, all and each of the agreements and obligations herein made or undertaken on the part of the Lessor are made or undertaken not as personal agreements of FNBC, but are made and undertaken solely for the purpose of binding the Trust Estate, and nothing contained in this Lease Supplement No. 1 shall entitle any person to claim against FNBC in its individual capacity or any of its assets. IN WITNESS WHEREOF, each of the parties hereto has caused this Lease Supplement No. 1 to be duly executed by an officer thereunto duly authorized, as of the date set forth above. FIRST NATIONAL BANK OF COMMERCE, not in its individual capacity but solely as Owner Trustee ATTEST: By: Name: [SEAL] Title: Vice President ENTERGY LOUISIANA, INC. ATTEST: By: [SEAL] Name: Title: ACKNOWLEDGMENT STATE OF LOUISIANA ) ) ss.: PARISH OF ________________ ) On this ______ day of _______________, 199__, before me, the undersigned Notary Public, duly commissioned and qualified within the State and Parish aforesaid, and in the presence of the undersigned competent witnesses, personally came and appeared ________________________, to me personally known, who being by me duly sworn did say that [he] is a Vice President and Trust Officer of FIRST NATIONAL BANK OF COMMERCE, a national banking association, Owner Trustee under the Trust Agreement, and that the seal affixed to the foregoing instrument is the seal of said national banking association and that said instrument was signed and sealed on behalf of said national banking association by authority of its Board of Directors and that [he] acknowledged said instrument to be the free act and deed of said national banking association. [signature of appearer] WITNESSES: Notary Public My Commission Expires: ACKNOWLEDGMENT STATE OF LOUISIANA ) ) ss.: PARISH OF ________________ ) On this ______ day of _______________, 199__, before me, the undersigned Notary Public, duly commissioned and qualified within the State and Parish aforesaid, and in the presence of the undersigned competent witnesses, personally came and appeared ________________________, to me personally known, who being by me duly sworn did say that [he] is the _______________ of ENTERGY LOUISIANA, INC., a Louisiana corporation, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors and that [he] acknowledged said instrument to be the free act and deed of said corporation. [signature of appearer] WITNESSES: Notary Public My Commission Expires: SCHEDULE 1 TO LEASE BASIC RENT PERCENTAGES Basic Rent Percentage of Payment Date Facility Cost Advance Arrears 2 Jul 1990 .00000000% .00000000% .00000000% 2 Jan 1991 4.60463095% .00000000% 100.00000000% 2 Jul 1991 4.60658005% .01521247% 99.98478753% 2 Jan 1992 4.60342555% 100.00000000% .00000000% 2 Jul 1992 4.60692555% .01175716% 99.98824284% 2 Jan 1993 4.60724530% 100.00000000% .00000000% 2 Jul 1993 4.60303930% .00686530% 99.99313470% 2 Jan 1994 4.60753930% 100.00000000% .00000000% 2 Jul 1994 4.60280755% .00331602% 99.99668398% 2 Jan 1995 4.60780755% 100.00000000% .00000000% 2 Jul 1995 4.60255005% .00000000% 100.00000000% 2 Jan 1996 5.38205005% 100.00000000% .00000000% 2 Jul 1996 4.56240580% .00549458% 99.99450542% 2 Jan 1997 6.81040580% 100.00000000% .00000000% 2 Jul 1997 4.44663380% .00000000% 100.00000000% 2 Jan 1998 3.22588750% 100.00000000% .00000000% 2 Jul 1998 3.51915000% .00000000% 100.00000000% 2 Jan 1999 10.65213150% 100.00000000% .00000000% 2 Jul 1999 3.23062090% .00000000% 100.00000000% 2 Jan 2000 9.04479390% 100.00000000% .00000000% 2 Jul 2000 2.99543760% .00000000% 100.00000000% 2 Jan 2001 8.80961010% 100.00000000% .00000000% 2 Jul 2001 2.76025432% .00000000% 100.00000000% 2 Jan 2002 8.57442732% 100.00000000% .00000000% 2 Jul 2002 2.52507102% .00000000% 100.00000000% 2 Jan 2003 13.35467402% 100.00000000% .00000000% 2 Jul 2003 3.54364358% .00000000% 100.00000000% 2 Jan 2004 7.02042358% 100.00000000% .00000000% 2 Jul 2004 1.95547908% .00000000% 100.00000000% 2 Jan 2005 2.15001158% 100.00000000% .00000000% 2 Jul 2005 1.96581812% .00000000% 100.00000000% 2 Jan 2006 2.98036862% 100.00000000% .00000000% 2 Jul 2006 2.19269543% .00000000% 100.00000000% 2 Jan 2007 3.11237093% 100.00000000% .00000000% 2 Jul 2007 2.20751705% .00000000% 100.00000000% 2 Jan 2008 3.97162955% 100.00000000% .00000000% 2 Jul 2008 2.42228245% .00000000% 100.00000000% 2 Jan 2009 6.39025395% 100.00000000% .00000000% 2 Jul 2009 2.93807050% .00000000% 100.00000000% 2 Jan 2010 7.12176750% 100.00000000% .00000000% 2 Jul 2010 2.76883996% .00000000% 100.00000000% 2 Jan 2011 10.59601096% 100.00000000% .00000000% 2 Jul 2011 3.64874839% .00000000% 100.00000000% 2 Jan 2012 7.59570989% 100.00000000% .00000000% 2 Jul 2012 3.48909380% .00000000% 100.00000000% 2 Jan 2013 5.10186630% 100.00000000% .00000000% 2 Jul 2013 2.17531715% .00000000% 100.00000000% 2 Jan 2014 6.27350565% 100.00000000% .00000000% 2 Jul 2014 2.32168043% .00000000% 100.00000000% 2 Jan 2015 5.80324243% 100.00000000% .00000000% 2 Jul 2015 2.18085124% .00000000% 100.00000000% 2 Jan 2016 2.54844374% 100.00000000% .00000000% 1 Jul 2016 2.16598213% .00000000% 100.00000000% 2 Jan 2017 17.69332032% 100.00000000% .00000000% 2 Jul 2017 12.80626270% .00000000% 100.00000000% SCHEDULE 2 TO LEASE SCHEDULE OF CASUALTY VALUES PART A Percentage of DATE Facility Cost 2 Oct 1989 104.22081450% 2 Nov 1989 105.31010708% 2 Dec 1989 106.40297535% 2 Jan 1990 107.46518553% 2 Feb 1990 108.58002578% 2 Mar 1990 109.69872660% 2 Apr 1990 110.81752275% 2 May 1990 111.90957571% 2 Jun 1990 113.00523396% 2 Jul 1990 114.07389004% 2 Aug 1990 115.24040370% 2 Sep 1990 116.41135410% 2 Oct 1990 117.55614306% 2 Nov 1990 118.70512556% 2 Dec 1990 119.85834824% 2 Jan 1991 120.83204341% 2 Feb 1991 117.35599912% 2 Mar 1991 118.48859736% 2 Apr 1991 119.61171742% 2 May 1991 120.71071998% 2 Jun 1991 121.81340281% 2 Jul 1991 122.89173928% 2 Aug 1991 119.36691878% 2 Sep 1991 120.45216548% 2 Oct 1991 121.51287054% 2 Nov 1991 122.57682700% 2 Dec 1991 123.64407092% 2 Jan 1992 124.68657129% 2 Feb 1992 121.12869331% 2 Mar 1992 122.17732189% 2 Apr 1992 123.21659118% 2 May 1992 124.24158566% 2 Jun 1992 125.26943069% 2 Jul 1992 126.28287270% 2 Aug 1992 122.69208005% 2 Sep 1992 123.71096401% 2 Oct 1992 124.71534436% 2 Nov 1992 125.72234390% 2 Dec 1992 126.73199162% 2 Jan 1993 128.52831170% 2 Feb 1993 124.92192289% 2 Mar 1993 125.92535847% 2 Apr 1993 126.92611747% 2 May 1993 127.91265555% 2 Jun 1993 128.90161184% 2 Jul 1993 129.87621473% 2 Aug 1993 126.25006258% 2 Sep 1993 127.22925921% 2 Oct 1993 128.19399249% 2 Nov 1993 129.16089884% 2 Dec 1993 130.13000224% 2 Jan 1994 131.08452857% 2 Feb 1994 127.43353507% 2 Mar 1994 128.39216163% 2 Apr 1994 129.35081376% 2 May 1994 130.29596238% 2 Jun 1994 131.24306344% 2 Jul 1994 132.17653127% 2 Aug 1994 128.50901281% 2 Sep 1994 129.44614320% 2 Oct 1994 130.36952794% 2 Nov 1994 131.29462028% 2 Dec 1994 132.22143896% 2 Jan 1995 133.13439573% 2 Feb 1995 129.44109209% 2 Mar 1995 130.35720346% 2 Apr 1995 131.27493992% 2 May 1995 132.18001713% 2 Jun 1995 133.08659540% 2 Jul 1995 133.98038902% 2 Aug 1995 130.27300685% 2 Sep 1995 131.16956396% 2 Oct 1995 132.05322334% 2 Nov 1995 132.93814261% 2 Dec 1995 133.82433548% 2 Jan 1996 134.69751367% 2 Feb 1996 130.18309274% 2 Mar 1996 131.05187585% 2 Apr 1996 131.92182548% 2 May 1996 132.78059364% 2 Jun 1996 133.64041561% 2 Jul 1996 134.48894213% 2 Aug 1996 130.77600141% 2 Sep 1996 131.62641513% 2 Oct 1996 132.46542705% 2 Nov 1996 133.30526997% 2 Dec 1996 134.14595277% 2 Jan 1997 134.97512378% 2 Feb 1997 128.97531342% 2 Mar 1997 129.78663625% 2 Apr 1997 130.59869416% 2 May 1997 131.39654368% 2 Jun 1997 132.19497684% 2 Jul 1997 132.97904846% 2 Aug 1997 133.64542875% 2 Sep 1997 134.32495502% 2 Oct 1997 134.99051707% 2 Nov 1997 135.65690963% 2 Dec 1997 136.32414153% 2 Jan 1998 136.97727041% 2 Feb 1998 134.40520198% 2 Mar 1998 135.05971846% 2 Apr 1998 135.71493967% 2 May 1998 136.35575116% 2 Jun 1998 136.99711326% 2 Jul 1998 137.62390977% 2 Aug 1998 134.73194929% 2 Sep 1998 135.35953571% 2 Oct 1998 135.97240110% 2 Nov 1998 136.58550230% 2 Dec 1998 137.19884142% 2 Jan 1999 137.81038441% 2 Feb 1999 127.72192743% 2 Mar 1999 128.28582311% 2 Apr 1999 128.84994214% 2 May 1999 129.41428647% 2 Jun 1999 129.97885807% 2 Jul 1999 130.54365895% 2 Aug 1999 127.87807021% 2 Sep 1999 128.44333569% 2 Oct 1999 129.00883653% 2 Nov 1999 129.57457479% 2 Dec 1999 130.14055257% 2 Jan 2000 121.31171593% 2 Feb 2000 122.18924429% 2 Mar 2000 122.71675605% 2 Apr 2000 123.24451583% 2 May 2000 123.77252581% 2 Jun 2000 124.30078819% 2 Jul 2000 124.82930518% 2 Aug 2000 122.36264138% 2 Sep 2000 122.89167430% 2 Oct 2000 123.42096859% 2 Nov 2000 123.95052654% 2 Dec 2000 124.48035047% 2 Jan 2001 125.01044270% 2 Feb 2001 116.69199812% 2 Mar 2001 117.18343683% 2 Apr 2001 117.67515098% 2 May 2001 118.16714297% 2 Jun 2001 118.65941525% 2 Jul 2001 119.15197027% 2 Aug 2001 116.88455618% 2 Sep 2001 117.37768415% 2 Oct 2001 117.87110237% 2 Nov 2001 118.36481339% 2 Dec 2001 118.85881977% 2 Jan 2002 119.35312411% 2 Feb 2002 111.23410482% 2 Mar 2002 111.68981573% 2 Apr 2002 112.14583250% 2 May 2002 112.60215782% 2 Jun 2002 113.05879439% 2 Jul 2002 113.51574496% 2 Aug 2002 111.44794120% 2 Sep 2002 111.90552803% 2 Oct 2002 112.36343718% 2 Nov 2002 112.82167148% 2 Dec 2002 113.28023379% 2 Jan 2003 113.73912697% 2 Feb 2003 100.78010854% 2 Mar 2003 101.17610098% 2 Apr 2003 101.57243309% 2 May 2003 101.96910784% 2 Jun 2003 102.36612825% 2 Jul 2003 102.76578906% 2 Aug 2003 99.61986628% 2 Sep 2003 100.01794195% 2 Oct 2003 100.41637555% 2 Nov 2003 100.81517024% 2 Dec 2003 101.21432917% 2 Jan 2004 101.61846461% 2 Feb 2004 94.96657710% 2 Mar 2004 95.33548732% 2 Apr 2004 95.70477473% 2 May 2004 96.07444266% 2 Jun 2004 96.44449444% 2 Jul 2004 96.81493343% 2 Aug 2004 95.23028392% 2 Sep 2004 95.60150756% 2 Oct 2004 95.97312870% 2 Nov 2004 96.34515082% 2 Dec 2004 96.71757744% 2 Jan 2005 94.91240368% 2 Feb 2005 95.31245329% 2 Mar 2005 95.68492133% 2 Apr 2005 96.05780826% 2 May 2005 96.43111774% 2 Jun 2005 96.80485348% 2 Jul 2005 97.17901923% 2 Aug 2005 95.58780062% 2 Sep 2005 95.96283772% 2 Oct 2005 96.33831625% 2 Nov 2005 96.71424007% 2 Dec 2005 97.09061308% 2 Jan 2006 97.46743924% 2 Feb 2006 94.85924985% 2 Mar 2006 95.23189047% 2 Apr 2006 95.60499625% 2 May 2006 95.97857128% 2 Jun 2006 96.35261968% 2 Jul 2006 96.72714561% 2 Aug 2006 94.90945780% 2 Sep 2006 95.28495137% 2 Oct 2006 95.66093513% 2 Nov 2006 96.03741340% 2 Dec 2006 96.41439050% 2 Jan 2007 96.79187081% 2 Feb 2007 94.05162462% 2 Mar 2007 94.42426158% 2 Apr 2007 94.79741511% 2 May 2007 95.17108975% 2 Jun 2007 95.54529006% 2 Jul 2007 95.92002067% 2 Aug 2007 94.08776915% 2 Sep 2007 94.46357433% 2 Oct 2007 94.83992387% 2 Nov 2007 95.21682255% 2 Dec 2007 95.59427520% 2 Jan 2008 95.97228666% 2 Feb 2008 92.36919312% 2 Mar 2008 92.73829787% 2 Apr 2008 93.10797628% 2 May 2008 93.47823338% 2 Jun 2008 93.84907424% 2 Jul 2008 94.22050399% 2 Aug 2008 92.17024534% 2 Sep 2008 92.54286841% 2 Oct 2008 92.91609600% 2 Nov 2008 93.28993341% 2 Dec 2008 93.66438600% 2 Jan 2009 94.03945916% 2 Feb 2009 88.00253572% 2 Mar 2009 88.35649774% 2 Apr 2009 88.71109681% 2 May 2009 89.06633852% 2 Jun 2009 89.42222850% 2 Jul 2009 89.78058195% 2 Aug 2009 87.19971509% 2 Sep 2009 87.55758421% 2 Oct 2009 87.91612466% 2 Nov 2009 88.27534232% 2 Dec 2009 88.63524313% 2 Jan 2010 83.00577222% 2 Feb 2010 82.21078509% 2 Mar 2010 82.54456644% 2 Apr 2010 82.87905524% 2 May 2010 83.21425769% 2 Jun 2010 83.55018004% 2 Jul 2010 83.89661304% 2 Aug 2010 81.46515425% 2 Sep 2010 81.80327445% 2 Oct 2010 82.14214016% 2 Nov 2010 82.48175791% 2 Dec 2010 82.82213431% 2 Jan 2011 83.17927428% 2 Feb 2011 72.88016157% 2 Mar 2011 73.17783881% 2 Apr 2011 73.47630166% 2 May 2011 73.77555702% 2 Jun 2011 74.07561185% 2 Jul 2011 74.39827398% 2 Aug 2011 71.05120044% 2 Sep 2011 71.35369598% 2 Oct 2011 71.65701940% 2 Nov 2011 71.96117798% 2 Dec 2011 72.26617904% 2 Jan 2012 72.59969820% 2 Feb 2012 65.28408747% 2 Mar 2012 65.56505146% 2 Apr 2012 65.84688788% 2 May 2012 66.12960439% 2 Jun 2012 66.41320870% 2 Jul 2012 66.71776482% 2 Aug 2012 63.51407438% 2 Sep 2012 63.80038911% 2 Oct 2012 64.08762322% 2 Nov 2012 64.37578477% 2 Dec 2012 64.66488188% 2 Jan 2013 64.96728190% 2 Feb 2013 60.13744582% 2 Mar 2013 60.41043641% 2 Apr 2013 60.68439585% 2 May 2013 60.95933262% 2 Jun 2013 61.23525531% 2 Jul 2013 61.52453167% 2 Aug 2013 59.62713504% 2 Sep 2013 59.90606766% 2 Oct 2013 60.18602125% 2 Nov 2013 60.46700475% 2 Dec 2013 60.74902721% 2 Jan 2014 61.04445687% 2 Feb 2014 55.02947285% 2 Mar 2014 55.28906107% 2 Apr 2014 55.54972519% 2 May 2014 55.81147464% 2 Jun 2014 56.07431896% 2 Jul 2014 56.35216316% 2 Aug 2014 54.29554566% 2 Sep 2014 54.56173251% 2 Oct 2014 54.82905315% 2 Nov 2014 55.09751753% 2 Dec 2014 55.36713566% 2 Jan 2015 55.65336659% 2 Feb 2015 50.09860862% 2 Mar 2015 50.34827761% 2 Apr 2015 50.59914138% 2 May 2015 50.85121043% 2 Jun 2015 51.10449533% 2 Jul 2015 51.37445562% 2 Aug 2015 49.44935305% 2 Sep 2015 49.70634985% 2 Oct 2015 49.96460572% 2 Nov 2015 50.22413170% 2 Dec 2015 50.48493895% 2 Jan 2016 50.76248759% 2 Feb 2016 48.47496913% 2 Mar 2016 48.73720980% 2 Apr 2016 49.00077730% 2 May 2016 49.26568325% 2 Jun 2016 49.53193940% 2 Jul 2016 49.79955759% 2 Aug 2016 47.90256766% 2 Sep 2016 48.17294589% 2 Oct 2016 48.44472232% 2 Nov 2016 48.71790923% 2 Dec 2016 48.99251898% 2 Jan 2017 49.26856406% 2 Feb 2017 31.74174981% 2 Mar 2017 31.90970639% 2 Apr 2017 32.07913642% 2 May 2017 32.29532009% 2 Jun 2017 32.51350902% 2 Jul 2017 32.80627257% SCHEDULE 2 TO LEASE SCHEDULE OF CASUALTY VALUES PART B Percentage of DATE Facility Cost 2 Oct 1989 116.72731224% 2 Nov 1989 117.94731993% 2 Dec 1989 119.17133239% 2 Jan 1990 120.36100779% 2 Feb 1990 121.60962887% 2 Mar 1990 122.86257379% 2 Apr 1990 124.11562548% 2 May 1990 125.33872480% 2 Jun 1990 126.56586204% 2 Jul 1990 127.76275684% 2 Aug 1990 129.06925214% 2 Sep 1990 130.38071659% 2 Oct 1990 131.66288023% 2 Nov 1990 132.94974063% 2 Dec 1990 134.24135003% 2 Jan 1991 135.33188862% 2 Feb 1991 131.43871901% 2 Mar 1991 132.70722904% 2 Apr 1991 133.96512351% 2 May 1991 135.19600638% 2 Jun 1991 136.43101115% 2 Jul 1991 137.63874799% 2 Aug 1991 133.69094903% 2 Sep 1991 134.90642534% 2 Oct 1991 136.09441500% 2 Nov 1991 137.28604624% 2 Dec 1991 138.48135943% 2 Jan 1992 139.64895984% 2 Feb 1992 135.66413651% 2 Mar 1992 136.83860052% 2 Apr 1992 138.00258212% 2 May 1992 139.15057594% 2 Jun 1992 140.30176237% 2 Jul 1992 141.43681742% 2 Aug 1992 137.41512966% 2 Sep 1992 138.55627969% 2 Oct 1992 139.68118568% 2 Nov 1992 140.80902517% 2 Dec 1992 141.93983061% 2 Jan 1993 143.95170910% 2 Feb 1993 139.91255364% 2 Mar 1993 141.03640149% 2 Apr 1993 142.15725157% 2 May 1993 143.26217422% 2 Jun 1993 144.36980526% 2 Jul 1993 145.46136050% 2 Aug 1993 141.40007009% 2 Sep 1993 142.49677032% 2 Oct 1993 143.57727159% 2 Nov 1993 144.66020670% 2 Dec 1993 145.74560251% 2 Jan 1994 146.81467200% 2 Feb 1994 142.72555928% 2 Mar 1994 143.79922103% 2 Apr 1994 144.87291141% 2 May 1994 145.93147787% 2 Jun 1994 146.99223105% 2 Jul 1994 148.03771502% 2 Aug 1994 143.93009435% 2 Sep 1994 144.97968038% 2 Oct 1994 146.01387129% 2 Nov 1994 147.04997471% 2 Dec 1994 148.08801164% 2 Jan 1995 149.11052322% 2 Feb 1995 144.97402314% 2 Mar 1995 146.00006788% 2 Apr 1995 147.02793271% 2 May 1995 148.04161919% 2 Jun 1995 149.05698685% 2 Jul 1995 150.05803570% 2 Aug 1995 145.90576767% 2 Sep 1995 146.90991164% 2 Oct 1995 147.89961014% 2 Nov 1995 148.89071972% 2 Dec 1995 149.88325574% 2 Jan 1996 150.86121531% 2 Feb 1996 145.80506387% 2 Mar 1996 146.77810095% 2 Apr 1996 147.75244454% 2 May 1996 148.71426488% 2 Jun 1996 149.67726548% 2 Jul 1996 150.62761519% 2 Aug 1996 146.46912158% 2 Sep 1996 147.42158495% 2 Oct 1996 148.36127830% 2 Nov 1996 149.30190237% 2 Dec 1996 150.24346710% 2 Jan 1997 151.17213863% 2 Feb 1997 144.45235103% 2 Mar 1997 145.36103260% 2 Apr 1997 146.27053746% 2 May 1997 147.16412892% 2 Jun 1997 148.05837406% 2 Jul 1997 148.93653428% 2 Aug 1997 149.68288020% 2 Sep 1997 150.44394962% 2 Oct 1997 151.18937912% 2 Nov 1997 151.93573879% 2 Dec 1997 152.68303851% 2 Jan 1998 153.41454286% 2 Feb 1998 150.53382622% 2 Mar 1998 151.26688468% 2 Apr 1998 152.00073243% 2 May 1998 152.71844130% 2 Jun 1998 153.43676685% 2 Jul 1998 154.13877894% 2 Aug 1998 150.89978320% 2 Sep 1998 151.60268000% 2 Oct 1998 152.28908923% 2 Nov 1998 152.97576258% 2 Dec 1998 153.66270239% 2 Jan 1999 154.34763054% 2 Feb 1999 143.04855872% 2 Mar 1999 143.68012188% 2 Apr 1999 144.31193520% 2 May 1999 144.94400085% 2 Jun 1999 145.57632104% 2 Jul 1999 146.20889802% 2 Aug 1999 143.22343864% 2 Sep 1999 143.85653597% 2 Oct 1999 144.48989691% 2 Nov 1999 145.12352376% 2 Dec 1999 145.75741888% 2 Jan 2000 135.86912184% 2 Feb 2000 136.85195360% 2 Mar 2000 137.44276678% 2 Apr 2000 138.03385773% 2 May 2000 138.62522891% 2 Jun 2000 139.21688277% 2 Jul 2000 139.80882180% 2 Aug 2000 137.04615835% 2 Sep 2000 137.63867522% 2 Oct 2000 138.23148482% 2 Nov 2000 138.82458972% 2 Dec 2000 139.41799253% 2 Jan 2001 140.01169582% 2 Feb 2001 130.69503789% 2 Mar 2001 131.24544925% 2 Apr 2001 131.79616910% 2 May 2001 132.34720013% 2 Jun 2001 132.89854508% 2 Jul 2001 133.45020670% 2 Aug 2001 130.91070292% 2 Sep 2001 131.46300625% 2 Oct 2001 132.01563465% 2 Nov 2001 132.56859100% 2 Dec 2001 133.12187814% 2 Jan 2002 133.67549900% 2 Feb 2002 124.58219740% 2 Mar 2002 125.09259362% 2 Apr 2002 125.60333240% 2 May 2002 126.11441676% 2 Jun 2002 126.62584972% 2 Jul 2002 127.13763436% 2 Aug 2002 124.82169414% 2 Sep 2002 125.33419139% 2 Oct 2002 125.84704964% 2 Nov 2002 126.36027206% 2 Dec 2002 126.87386184% 2 Jan 2003 127.38782221% 2 Feb 2003 112.87372156% 2 Mar 2003 113.31723310% 2 Apr 2003 113.76112506% 2 May 2003 114.20540078% 2 Jun 2003 114.65006364% 2 Jul 2003 115.09768375% 2 Aug 2003 111.57425023% 2 Sep 2003 112.02009498% 2 Oct 2003 112.46634062% 2 Nov 2003 112.91299067% 2 Dec 2003 113.36004867% 2 Jan 2004 113.81268036% 2 Feb 2004 106.36256635% 2 Mar 2004 106.77574580% 2 Apr 2004 107.18934770% 2 May 2004 107.60337578% 2 Jun 2004 108.01783377% 2 Jul 2004 108.43272544% 2 Aug 2004 106.65791799% 2 Sep 2004 107.07368847% 2 Oct 2004 107.48990414% 2 Nov 2004 107.90656892% 2 Dec 2004 108.32368673% 2 Jan 2005 106.30189212% 2 Feb 2005 106.74994768% 2 Mar 2005 107.16711189% 2 Apr 2005 107.58474525% 2 May 2005 108.00285187% 2 Jun 2005 108.42143590% 2 Jul 2005 108.84050154% 2 Aug 2005 107.05833669% 2 Sep 2005 107.47837825% 2 Oct 2005 107.89891420% 2 Nov 2005 108.31994888% 2 Dec 2005 108.74148665% 2 Jan 2006 109.16353195% 2 Feb 2006 106.24235983% 2 Mar 2006 106.65971733% 2 Apr 2006 107.07759580% 2 May 2006 107.49599983% 2 Jun 2006 107.91493404% 2 Jul 2006 108.33440308% 2 Aug 2006 106.29859274% 2 Sep 2006 106.71914553% 2 Oct 2006 107.14024735% 2 Nov 2006 107.56190301% 2 Dec 2006 107.98411736% 2 Jan 2007 108.40689531% 2 Feb 2007 105.33781957% 2 Mar 2007 105.75517297% 2 Apr 2007 106.17310492% 2 May 2007 106.59162052% 2 Jun 2007 107.01072487% 2 Jul 2007 107.43042315% 2 Aug 2007 105.37830145% 2 Sep 2007 105.79920325% 2 Oct 2007 106.22071473% 2 Nov 2007 106.64284126% 2 Dec 2007 107.06558822% 2 Jan 2008 107.48896106% 2 Feb 2008 103.45349629% 2 Mar 2008 103.86689361% 2 Apr 2008 104.28093343% 2 May 2008 104.69562139% 2 Jun 2008 105.11096315% 2 Jul 2008 105.52696447% 2 Aug 2008 103.23067478% 2 Sep 2008 103.64801262% 2 Oct 2008 104.06602752% 2 Nov 2008 104.48472542% 2 Dec 2008 104.90411232% 2 Jan 2009 105.32419426% 2 Feb 2009 98.56284001% 2 Mar 2009 98.95927747% 2 Apr 2009 99.35642843% 2 May 2009 99.75429914% 2 Jun 2009 100.15289592% 2 Jul 2009 100.55425178% 2 Aug 2009 97.66368090% 2 Sep 2009 98.06449432% 2 Oct 2009 98.46605962% 2 Nov 2009 98.86838340% 2 Dec 2009 99.27147231% 2 Jan 2010 92.96646489% 2 Feb 2010 92.07607930% 2 Mar 2010 92.44991441% 2 Apr 2010 92.82454187% 2 May 2010 93.19996861% 2 Jun 2010 93.57620164% 2 Jul 2010 93.96420660% 2 Aug 2010 91.24097276% 2 Sep 2010 91.61966738% 2 Oct 2010 91.99919698% 2 Nov 2010 92.37956886% 2 Dec 2010 92.76079043% 2 Jan 2011 93.16078719% 2 Feb 2011 81.62578096% 2 Mar 2011 81.95917947% 2 Apr 2011 82.29345786% 2 May 2011 82.62862386% 2 Jun 2011 82.96468527% 2 Jul 2011 83.32606686% 2 Aug 2011 79.57734449% 2 Sep 2011 79.91613950% 2 Oct 2011 80.25586173% 2 Nov 2011 80.59651934% 2 Dec 2011 80.93812052% 2 Jan 2012 81.31166198% 2 Feb 2012 73.11817797% 2 Mar 2012 73.43285764% 2 Apr 2012 73.74851443% 2 May 2012 74.06515692% 2 Jun 2012 74.38279374% 2 Jul 2012 74.72389660% 2 Aug 2012 71.13576331% 2 Sep 2012 71.45643580% 2 Oct 2012 71.77813801% 2 Nov 2012 72.10087894% 2 Dec 2012 72.42466771% 2 Jan 2013 72.76335573% 2 Feb 2013 67.35393932% 2 Mar 2013 67.65968878% 2 Apr 2013 67.96652335% 2 May 2013 68.27445253% 2 Jun 2013 68.58348595% 2 Jul 2013 68.90747547% 2 Aug 2013 66.78239124% 2 Sep 2013 67.09479578% 2 Oct 2013 67.40834380% 2 Nov 2013 67.72304532% 2 Dec 2013 68.03891048% 2 Jan 2014 68.36979169% 2 Feb 2014 61.63300959% 2 Mar 2014 61.92374840% 2 Apr 2014 62.21569221% 2 May 2014 62.50885160% 2 Jun 2014 62.80323724% 2 Jul 2014 63.11442274% 2 Aug 2014 60.81101114% 2 Sep 2014 61.10914041% 2 Oct 2014 61.40853953% 2 Nov 2014 61.70921963% 2 Dec 2014 62.01119194% 2 Jan 2015 62.33177058% 2 Feb 2015 56.11044165% 2 Mar 2015 56.39007092% 2 Apr 2015 56.67103835% 2 May 2015 56.95335568% 2 Jun 2015 57.23703477% 2 Jul 2015 57.53939029% 2 Aug 2015 55.38327542% 2 Sep 2015 55.67111183% 2 Oct 2015 55.96035841% 2 Nov 2015 56.25102750% 2 Dec 2015 56.54313162% 2 Jan 2016 56.85398610% 2 Feb 2016 54.29196543% 2 Mar 2016 54.58567498% 2 Apr 2016 54.88087058% 2 May 2016 55.17756524% 2 Jun 2016 55.47577213% 2 Jul 2016 55.77550450% 2 Aug 2016 53.65087578% 2 Sep 2016 53.95369940% 2 Oct 2016 54.25808900% 2 Nov 2016 54.56405834% 2 Dec 2016 54.87162126% 2 Jan 2017 55.18079175% 2 Feb 2017 35.55075979% 2 Mar 2017 35.73887116% 2 Apr 2017 35.92863279% 2 May 2017 36.17075850% 2 Jun 2017 36.41513010% 2 Jul 2017 36.74302528% SCHEDULE 3 TO LEASE SCHEDULE OF SPECIALTY CASUALTY VALUES Percentage of DATE Facility Cost 2 Oct 1989 103.67527896% 2 Nov 1989 104.75978572% 2 Dec 1989 105.84782618% 2 Jan 1990 106.90516620% 2 Feb 1990 108.01509356% 2 Mar 1990 109.12883839% 2 Apr 1990 110.24263508% 2 May 1990 111.32964472% 2 Jun 1990 112.42021541% 2 Jul 1990 113.48373929% 2 Aug 1990 114.64507572% 2 Sep 1990 115.81080349% 2 Oct 1990 116.95032400% 2 Nov 1990 118.09399182% 2 Dec 1990 119.24185320% 2 Jan 1991 120.21014004% 2 Feb 1991 116.72863997% 2 Mar 1991 117.85573457% 2 Apr 1991 118.97330271% 2 May 1991 120.06670464% 2 Jun 1991 121.16373772% 2 Jul 1991 122.23637487% 2 Aug 1991 118.70580504% 2 Sep 1991 119.78525199% 2 Oct 1991 120.84010641% 2 Nov 1991 121.89816090% 2 Dec 1991 122.95945109% 2 Jan 1992 123.99594549% 2 Feb 1992 120.43200885% 2 Mar 1992 121.47452561% 2 Apr 1992 122.50762949% 2 May 1992 123.52640445% 2 Jun 1992 124.54797540% 2 Jul 1992 125.55508829% 2 Aug 1992 121.95791100% 2 Sep 1992 122.97035431% 2 Oct 1992 123.96823751% 2 Nov 1992 124.96868290% 2 Dec 1992 125.97171897% 2 Jan 1993 127.76136940% 2 Feb 1993 124.14825243% 2 Mar 1993 125.14490082% 2 Apr 1993 126.13881310% 2 May 1993 127.11844438% 2 Jun 1993 128.10043329% 2 Jul 1993 129.06800768% 2 Aug 1993 125.43476536% 2 Sep 1993 126.40680963% 2 Oct 1993 127.36432780% 2 Nov 1993 128.32395574% 2 Dec 1993 129.28571688% 2 Jan 1994 130.23283654% 2 Feb 1994 126.57437139% 2 Mar 1994 127.52546077% 2 Apr 1994 128.47650959% 2 May 1994 129.41398818% 2 Jun 1994 130.35335195% 2 Jul 1994 131.27901459% 2 Aug 1994 127.60362248% 2 Sep 1994 128.53281015% 2 Oct 1994 129.44818248% 2 Nov 1994 130.36519212% 2 Dec 1994 131.28385720% 2 Jan 1995 132.18858885% 2 Feb 1995 128.48698792% 2 Mar 1995 129.39472921% 2 Apr 1995 130.30402216% 2 May 1995 131.20058179% 2 Jun 1995 132.09856777% 2 Jul 1995 132.98369371% 2 Aug 1995 129.26756781% 2 Sep 1995 130.15530450% 2 Oct 1995 131.03006608% 2 Nov 1995 131.90600949% 2 Dec 1995 132.78314776% 2 Jan 1996 133.64719192% 2 Feb 1996 129.12355681% 2 Mar 1996 129.98304493% 2 Apr 1996 130.84361802% 2 May 1996 131.69292738% 2 Jun 1996 132.54320756% 2 Jul 1996 133.38210860% 2 Aug 1996 129.65945795% 2 Sep 1996 130.50007656% 2 Oct 1996 131.32920744% 2 Nov 1996 132.15908264% 2 Dec 1996 132.98971027% 2 Jan 1997 133.80873790% 2 Feb 1997 127.79869518% 2 Mar 1997 128.59969588% 2 Apr 1997 129.40134111% 2 May 1997 130.18868660% 2 Jun 1997 130.97652358% 2 Jul 1997 131.74990607% 2 Aug 1997 132.40550345% 2 Sep 1997 133.07415222% 2 Oct 1997 133.72874134% 2 Nov 1997 134.38406471% 2 Dec 1997 135.04013031% 2 Jan 1998 135.68199494% 2 Feb 1998 133.09856343% 2 Mar 1998 133.74161715% 2 Apr 1998 134.38527505% 2 May 1998 135.01442177% 2 Jun 1998 135.64401678% 2 Jul 1998 136.25894298% 2 Aug 1998 133.35500804% 2 Sep 1998 133.97051495% 2 Oct 1998 134.57119487% 2 Nov 1998 135.17200370% 2 Dec 1998 135.77294261% 2 Jan 1999 136.37197660% 2 Feb 1999 126.27090089% 2 Mar 1999 126.82206714% 2 Apr 1999 127.37334506% 2 May 1999 127.92473563% 2 Jun 1999 128.47623984% 2 Jul 1999 129.02785869% 2 Aug 1999 126.34897228% 2 Sep 1999 126.90082343% 2 Oct 1999 127.45279225% 2 Nov 1999 128.00487979% 2 Dec 1999 128.55708709% 2 Jan 2000 129.10941519% 2 Feb 2000 120.57787439% 2 Mar 2000 121.09125007% 2 Apr 2000 121.60474976% 2 May 2000 122.11837456% 2 Jun 2000 122.63212555% 2 Jul 2000 123.14600384% 2 Aug 2000 120.66457293% 2 Sep 2000 121.17870920% 2 Oct 2000 121.69297615% 2 Nov 2000 122.20737492% 2 Dec 2000 122.72190669% 2 Jan 2001 123.23657261% 2 Feb 2001 114.90256638% 2 Mar 2001 115.37830693% 2 Apr 2001 115.85418520% 2 May 2001 116.33020239% 2 Jun 2001 116.80635972% 2 Jul 2001 117.28265843% 2 Aug 2001 114.99884541% 2 Sep 2001 115.47543059% 2 Oct 2001 115.95216089% 2 Nov 2001 116.42903760% 2 Dec 2001 116.90606198% 2 Jan 2002 117.38323535% 2 Feb 2002 109.24693480% 2 Mar 2002 109.68521284% 2 Apr 2002 110.12364381% 2 May 2002 110.56222906% 2 Jun 2002 111.00096994% 2 Jul 2002 111.43986781% 2 Aug 2002 109.35385299% 2 Sep 2002 109.79306899% 2 Oct 2002 110.23244616% 2 Nov 2002 110.67198590% 2 Dec 2002 111.11168964% 2 Jan 2003 111.55155882% 2 Feb 2003 98.57334948% 2 Mar 2003 98.94998267% 2 Apr 2003 99.32678569% 2 May 2003 99.70376004% 2 Jun 2003 100.08090721% 2 Jul 2003 100.46052045% 2 Aug 2003 97.29437422% 2 Sep 2003 97.67204902% 2 Oct 2003 98.04990279% 2 Nov 2003 98.42793710% 2 Dec 2003 98.80615353% 2 Jan 2004 99.18916275% 2 Feb 2004 92.51596368% 2 Mar 2004 92.86337538% 2 Apr 2004 93.21097568% 2 May 2004 93.55876624% 2 Jun 2004 93.90674872% 2 Jul 2004 94.25492480% 2 Aug 2004 92.64781709% 2 Sep 2004 92.99638551% 2 Oct 2004 93.34515266% 2 Nov 2004 93.69412032% 2 Dec 2004 94.04329022% 2 Jan 2005 94.39266414% 2 Feb 2005 92.59103877% 2 Mar 2005 92.93963264% 2 Apr 2005 93.28843595% 2 May 2005 93.63745053% 2 Jun 2005 93.98667825% 2 Jul 2005 94.33612097% 2 Aug 2005 92.71996244% 2 Sep 2005 93.06984083% 2 Oct 2005 93.41993994% 2 Nov 2005 93.77026170% 2 Dec 2005 94.12080805% 2 Jan 2006 94.47158097% 2 Feb 2006 91.83710979% 2 Mar 2006 92.18323805% 2 Apr 2006 92.52959890% 2 May 2006 92.87619437% 2 Jun 2006 93.22302652% 2 Jul 2006 93.57009744% 2 Aug 2006 91.72471377% 2 Sep 2006 92.07226850% 2 Oct 2006 92.42006834% 2 Nov 2006 92.76811543% 2 Dec 2006 93.11641193% 2 Jan 2007 93.46496004% 2 Feb 2007 90.69552783% 2 Mar 2007 91.03872273% 2 Apr 2007 91.38217592% 2 May 2007 91.72588966% 2 Jun 2007 92.06986624% 2 Jul 2007 92.41410796% 2 Aug 2007 90.55110009% 2 Sep 2007 90.89587910% 2 Oct 2007 91.24093030% 2 Nov 2007 91.58625606% 2 Dec 2007 91.93185880% 2 Jan 2008 92.27774096% 2 Feb 2008 88.64223624% 2 Mar 2008 88.97864549% 2 Apr 2008 89.31534156% 2 May 2008 89.65232698% 2 Jun 2008 89.98960429% 2 Jul 2008 90.32717603% 2 Aug 2008 88.24276235% 2 Sep 2008 88.58093076% 2 Oct 2008 88.91940142% 2 Nov 2008 89.25817700% 2 Dec 2008 89.59726017% 2 Jan 2009 89.93665362% 2 Feb 2009 83.86373746% 2 Mar 2009 84.18139101% 2 Apr 2009 84.49936309% 2 May 2009 84.81765649% 2 Jun 2009 85.13627402% 2 Jul 2009 85.45702804% 2 Aug 2009 82.83823190% 2 Sep 2009 83.15783900% 2 Oct 2009 83.47778177% 2 Nov 2009 83.79806314% 2 Dec 2009 84.11868609% 2 Jan 2010 84.44329285% 2 Feb 2010 77.61463558% 2 Mar 2010 77.90809625% 2 Apr 2010 78.20191065% 2 May 2010 78.49608187% 2 Jun 2010 78.79061304% 2 Jul 2010 79.09529175% 2 Aug 2010 76.62171236% 2 Sep 2010 76.91734246% 2 Oct 2010 77.21334531% 2 Nov 2010 77.50972419% 2 Dec 2010 77.80648238% 2 Jan 2011 78.11962150% 2 Feb 2011 67.77612194% 2 Mar 2011 68.02902292% 2 Apr 2011 68.28231671% 2 May 2011 68.53600676% 2 Jun 2011 68.79009654% 2 Jul 2011 69.06639039% 2 Aug 2011 65.67254179% 2 Sep 2011 65.92785192% 2 Oct 2011 66.18357600% 2 Nov 2011 66.43971766% 2 Dec 2011 66.69628055% 2 Jan 2012 66.98093662% 2 Feb 2012 59.61603413% 2 Mar 2012 59.84727394% 2 Apr 2012 60.07894997% 2 May 2012 60.31106604% 2 Jun 2012 60.54362602% 2 Jul 2012 60.79669000% 2 Aug 2012 57.54105569% 2 Sep 2012 57.77497088% 2 Oct 2012 58.00934575% 2 Nov 2012 58.24418434% 2 Dec 2012 58.47949071% 2 Jan 2013 58.72762810% 2 Feb 2013 53.84305335% 2 Mar 2013 54.06082508% 2 Apr 2013 54.27908123% 2 May 2013 54.49782604% 2 Jun 2013 54.71706381% 2 Jul 2013 54.94915798% 2 Aug 2013 52.99407752% 2 Sep 2013 53.21482026% 2 Oct 2013 53.43607348% 2 Nov 2013 53.65784166% 2 Dec 2013 53.88012933% 2 Jan 2014 54.11530014% 2 Feb 2014 48.03952865% 2 Mar 2014 48.23779613% 2 Apr 2014 48.43660156% 2 May 2014 48.63594966% 2 Jun 2014 48.83584518% 2 Jul 2014 49.05018836% 2 Aug 2014 46.92951277% 2 Sep 2014 47.13107956% 2 Oct 2014 47.33321325% 2 Nov 2014 47.53591881% 2 Dec 2014 47.73920125% 2 Jan 2015 47.95851453% 2 Feb 2015 42.33625186% 2 Mar 2015 42.51782396% 2 Apr 2015 42.69999345% 2 May 2015 42.88276558% 2 Jun 2015 43.06614563% 2 Jul 2015 43.26558783% 2 Aug 2015 41.26934853% 2 Sep 2015 41.45458453% 2 Oct 2015 41.64045007% 2 Nov 2015 41.82695066% 2 Dec 2015 42.01409189% 2 Jan 2016 42.21732827% 2 Feb 2016 39.85484561% 2 Mar 2016 40.04146446% 2 Apr 2016 40.22874671% 2 May 2016 40.41669820% 2 Jun 2016 40.60532478% 2 Jul 2016 40.79463239% 2 Aug 2016 38.81864487% 2 Sep 2016 39.00933250% 2 Oct 2016 39.20071923% 2 Nov 2016 39.39281119% 2 Dec 2016 39.58561457% 2 Jan 2017 39.77913562% 2 Feb 2017 22.16907339% 2 Mar 2017 22.25305167% 2 Apr 2017 22.33776669% 2 May 2017 22.46849216% 2 Jun 2017 22.60047319% 2 Jul 2017 22.80627257% SCHEDULE 4 TO LEASE SCHEDULE OF NET CASUALTY VALUES PART A Percentage of DATE Facility Cost 2 Oct 1989 16.93778241% 2 Nov 1989 17.26934019% 2 Dec 1989 17.60457946% 2 Jan 1990 17.90825348% 2 Feb 1990 20.74134140% 2 Mar 1990 21.10317752% 2 Apr 1990 21.46511181% 2 May 1990 21.79951160% 2 Jun 1990 22.13762336% 2 Jul 1990 22.44793397% 2 Aug 1990 27.59879350% 2 Sep 1990 28.01442523% 2 Oct 1990 28.40312143% 2 Nov 1990 28.79613526% 2 Dec 1990 29.19351471% 2 Jan 1991 29.40605462% 2 Feb 1991 29.77698736% 2 Mar 1991 30.15313213% 2 Apr 1991 30.51951827% 2 May 1991 30.86107328% 2 Jun 1991 31.20641747% 2 Jul 1991 31.52669492% 2 Aug 1991 31.85052354% 2 Sep 1991 32.17794223% 2 Oct 1991 32.48009312% 2 Nov 1991 32.78559161% 2 Dec 1991 33.09447485% 2 Jan 1992 33.37788238% 2 Feb 1992 33.66442729% 2 Mar 1992 33.95414436% 2 Apr 1992 34.23422522% 2 May 1992 34.49960888% 2 Jun 1992 34.76792745% 2 Jul 1992 35.02141682% 2 Aug 1992 35.27770763% 2 Sep 1992 35.53683091% 2 Oct 1992 35.78102142% 2 Nov 1992 36.02790863% 2 Dec 1992 36.27752237% 2 Jan 1993 37.33708535% 2 Feb 1993 37.57768308% 2 Mar 1993 37.82093622% 2 Apr 1993 38.06143359% 2 May 1993 38.28728925% 2 Jun 1993 38.51563468% 2 Jul 1993 38.72920199% 2 Aug 1993 38.94512115% 2 Sep 1993 39.16341814% 2 Oct 1993 39.36682382% 2 Nov 1993 39.57246686% 2 Dec 1993 39.78037196% 2 Jan 1994 39.97326868% 2 Feb 1994 40.16828438% 2 Mar 1994 40.36544242% 2 Apr 1994 40.56262678% 2 May 1994 40.74590806% 2 Jun 1994 40.93119958% 2 Jul 1994 41.10245445% 2 Aug 1994 41.27558448% 2 Sep 1994 41.45061029% 2 Oct 1994 41.61148373% 2 Nov 1994 41.77411529% 2 Dec 1994 41.93852428% 2 Jan 1995 42.08866120% 2 Feb 1995 42.24043523% 2 Mar 1995 42.39386427% 2 Apr 1995 42.54896648% 2 May 1995 42.69103488% 2 Jun 1995 42.83464876% 2 Jul 1995 42.96509968% 2 Aug 1995 43.09696554% 2 Sep 1995 43.23026173% 2 Oct 1995 43.35027856% 2 Nov 1995 43.47159257% 2 Dec 1995 43.59421786% 2 Jan 1996 43.70344337% 2 Feb 1996 43.81384429% 2 Mar 1996 43.92543337% 2 Apr 1996 44.03822347% 2 May 1996 44.13950126% 2 Jun 1996 44.24186402% 2 Jul 1996 44.33259713% 2 Aug 1996 44.42429656% 2 Sep 1996 44.51697270% 2 Oct 1996 44.59790969% 2 Nov 1996 44.67970225% 2 Dec 1996 44.76235955% 2 Jan 1997 44.83316443% 2 Feb 1997 44.90471038% 2 Mar 1997 44.97700523% 2 Apr 1997 45.05005692% 2 May 1997 45.10847980% 2 Jun 1997 45.16750359% 2 Jul 1997 45.21174090% 2 Aug 1997 47.72368240% 2 Sep 1997 47.81943549% 2 Oct 1997 47.90081117% 2 Nov 1997 47.98304194% 2 Dec 1997 48.06613688% 2 Jan 1998 48.13471150% 2 Feb 1998 48.20399674% 2 Mar 1998 48.27400002% 2 Apr 1998 48.34472888% 2 May 1998 48.40062166% 2 Jun 1998 48.45708133% 2 Jul 1998 48.49854444% 2 Aug 1998 48.54041219% 2 Sep 1998 48.58268857% 2 Oct 1998 48.60980835% 2 Nov 1998 48.63717092% 2 Dec 1998 48.66477844% 2 Jan 1999 48.69053669% 2 Feb 1999 48.71652091% 2 Mar 1999 48.74273307% 2 Apr 1999 48.76917520% 2 May 1999 48.79584928% 2 Jun 1999 48.82275738% 2 Jul 1999 48.84990153% 2 Aug 1999 48.87728381% 2 Sep 1999 48.90490630% 2 Oct 1999 48.93277112% 2 Nov 1999 48.96088039% 2 Dec 1999 48.98923625% 2 Jan 2000 49.01784087% 2 Feb 2000 49.04669643% 2 Mar 2000 49.07580514% 2 Apr 2000 49.10516920% 2 May 2000 49.13479087% 2 Jun 2000 49.16467240% 2 Jul 2000 49.19481607% 2 Aug 2000 49.22522418% 2 Sep 2000 49.25589905% 2 Oct 2000 49.28684303% 2 Nov 2000 49.31805847% 2 Dec 2000 49.34954775% 2 Jan 2001 49.38131328% 2 Feb 2001 49.41335748% 2 Mar 2001 49.44568279% 2 Apr 2001 49.47829169% 2 May 2001 49.51118664% 2 Jun 2001 49.54437019% 2 Jul 2001 49.57784483% 2 Aug 2001 49.61161315% 2 Sep 2001 49.64567770% 2 Oct 2001 49.68004109% 2 Nov 2001 49.71470594% 2 Dec 2001 49.74967489% 2 Jan 2002 49.78495062% 2 Feb 2002 49.82053581% 2 Mar 2002 49.85643318% 2 Apr 2002 49.89264547% 2 May 2002 49.92917543% 2 Jun 2002 49.96602587% 2 Jul 2002 50.00319958% 2 Aug 2002 50.04069941% 2 Sep 2002 50.07852821% 2 Oct 2002 50.11668886% 2 Nov 2002 50.15518429% 2 Dec 2002 50.19401744% 2 Jan 2003 50.23319125% 2 Feb 2003 48.83128407% 2 Mar 2003 48.87114823% 2 Apr 2003 48.91136209% 2 May 2003 48.95192874% 2 Jun 2003 48.99285127% 2 Jul 2003 49.03649234% 2 Aug 2003 47.63671137% 2 Sep 2003 47.67872038% 2 Oct 2003 47.72109792% 2 Nov 2003 47.76384724% 2 Dec 2003 47.80697157% 2 Jan 2004 47.85521966% 2 Feb 2004 47.66744641% 2 Mar 2004 47.71171569% 2 Apr 2004 47.75637333% 2 May 2004 47.80142273% 2 Jun 2004 47.84686734% 2 Jul 2004 47.89271062% 2 Aug 2004 47.93895608% 2 Sep 2004 47.98560723% 2 Oct 2004 48.03266763% 2 Nov 2004 48.08014088% 2 Dec 2004 48.12803061% 2 Jan 2005 48.17634045% 2 Feb 2005 48.20705629% 2 Mar 2005 48.25621747% 2 Apr 2005 48.30580994% 2 May 2005 48.35583745% 2 Jun 2005 48.40630384% 2 Jul 2005 48.45721296% 2 Aug 2005 48.49055089% 2 Sep 2005 48.54235714% 2 Oct 2005 48.59461789% 2 Nov 2005 48.64733710% 2 Dec 2005 48.70051879% 2 Jan 2006 48.75416704% 2 Feb 2006 48.52514894% 2 Mar 2006 48.57974260% 2 Apr 2006 48.63481520% 2 May 2006 48.69037091% 2 Jun 2006 48.74641402% 2 Jul 2006 48.80294877% 2 Aug 2006 48.57684251% 2 Sep 2006 48.63437352% 2 Oct 2006 48.69240925% 2 Nov 2006 48.75095412% 2 Dec 2006 48.81001258% 2 Jan 2007 48.86958913% 2 Feb 2007 48.59507191% 2 Mar 2007 48.65569835% 2 Apr 2007 48.71685665% 2 May 2007 48.77855147% 2 Jun 2007 48.84078752% 2 Jul 2007 48.90356955% 2 Aug 2007 48.63228592% 2 Sep 2007 48.69617432% 2 Oct 2007 48.76062319% 2 Nov 2007 48.82563746% 2 Dec 2007 48.89122207% 2 Jan 2008 48.95738205% 2 Feb 2008 48.40636900% 2 Mar 2008 48.47369487% 2 Apr 2008 48.54161137% 2 May 2008 48.61012368% 2 Jun 2008 48.67923703% 2 Jul 2008 48.74895669% 2 Aug 2008 48.20153456% 2 Sep 2008 48.27248284% 2 Oct 2008 48.34405354% 2 Nov 2008 48.41625210% 2 Dec 2008 48.48908404% 2 Jan 2009 48.56255491% 2 Feb 2009 47.34968403% 2 Mar 2009 47.42444963% 2 Apr 2009 47.49987113% 2 May 2009 47.57595429% 2 Jun 2009 47.65270489% 2 Jul 2009 47.73199187% 2 Aug 2009 46.52310871% 2 Sep 2009 46.60189702% 2 Oct 2009 46.68137652% 2 Nov 2009 46.76155326% 2 Dec 2009 46.84243338% 2 Jan 2010 46.92776996% 2 Feb 2010 45.72308908% 2 Mar 2010 45.80611653% 2 Apr 2010 45.88987237% 2 May 2010 45.97436297% 2 Jun 2010 46.05959478% 2 Jul 2010 46.15564823% 2 Aug 2010 44.95539573% 2 Sep 2010 45.04289042% 2 Oct 2010 45.13115267% 2 Nov 2010 45.22018923% 2 Dec 2010 45.31000688% 2 Jan 2011 45.41708411% 2 Feb 2011 43.03747085% 2 Mar 2011 43.12967313% 2 Apr 2011 43.22268427% 2 May 2011 43.31651137% 2 Jun 2011 43.41116158% 2 Jul 2011 43.52908803% 2 Aug 2011 41.15439251% 2 Sep 2011 41.25155566% 2 Oct 2011 41.34957119% 2 Nov 2011 41.44844659% 2 Dec 2011 41.54818939% 2 Jan 2012 41.67729412% 2 Feb 2012 39.30778092% 2 Mar 2012 39.41017186% 2 Apr 2012 39.51346105% 2 May 2012 39.61765636% 2 Jun 2012 39.72276574% 2 Jul 2012 39.84944688% 2 Aug 2012 37.48539484% 2 Sep 2012 37.59329485% 2 Oct 2012 37.70214143% 2 Nov 2012 37.81194290% 2 Dec 2012 37.92270761% 2 Jan 2013 38.04716884% 2 Feb 2013 36.92437865% 2 Mar 2013 37.03808414% 2 Apr 2013 37.15278713% 2 May 2013 37.26849637% 2 Jun 2013 37.38522070% 2 Jul 2013 37.51569384% 2 Aug 2013 36.39896827% 2 Sep 2013 36.51879160% 2 Oct 2013 36.63966609% 2 Nov 2013 36.76160099% 2 Dec 2013 36.88460558% 2 Jan 2014 37.02141407% 2 Feb 2014 35.60220275% 2 Mar 2014 35.72847307% 2 Apr 2014 35.85585113% 2 May 2014 35.98434664% 2 Jun 2014 36.11396940% 2 Jul 2014 36.25903589% 2 Aug 2014 34.84655935% 2 Sep 2014 34.97962356% 2 Oct 2014 35.11385509% 2 Nov 2014 35.24926421% 2 Dec 2014 35.38586123% 2 Jan 2015 35.53956259% 2 Feb 2015 34.13418322% 2 Mar 2015 34.27440684% 2 Apr 2015 34.41586061% 2 May 2015 34.55855532% 2 Jun 2015 34.70250183% 2 Jul 2015 34.86361716% 2 Aug 2015 33.46571681% 2 Sep 2015 33.61348506% 2 Oct 2015 33.76254964% 2 Nov 2015 33.91292193% 2 Dec 2015 34.06461338% 2 Jan 2016 34.23354159% 2 Feb 2016 32.84352264% 2 Mar 2016 32.99924146% 2 Apr 2016 33.15632635% 2 May 2016 33.31478930% 2 Jun 2016 33.47464240% 2 Jul 2016 33.63589784% 2 Aug 2016 32.25418437% 2 Sep 2016 32.41828152% 2 Oct 2016 32.58381824% 2 Nov 2016 32.75080717% 2 Dec 2016 32.91926104% 2 Jan 2017 33.08919272% 2 Feb 2017 32.68095775% 2 Mar 2017 32.85388400% 2 Apr 2017 33.02832731% 2 May 2017 33.25090764% 2 Jun 2017 33.47555257% 2 Jul 2017 33.77697872% SCHEDULE 4 TO LEASE SCHEDULE OF NET CASUALTY VALUES PART B Percentage of DATE Facility Cost 2 Oct 1989 18.42513425% 2 Nov 1989 18.78580700% 2 Dec 1989 19.15048452% 2 Jan 1990 19.48082497% 2 Feb 1990 22.56269389% 2 Mar 1990 22.95630381% 2 Apr 1990 23.35002051% 2 May 1990 23.71378484% 2 Jun 1990 24.08158710% 2 Jul 1990 24.41914691% 2 Aug 1990 30.02231715% 2 Sep 1990 30.47444661% 2 Oct 1990 30.89727526% 2 Nov 1990 31.32480067% 2 Dec 1990 31.75707508% 2 Jan 1991 31.98827868% 2 Feb 1991 32.39178402% 2 Mar 1991 32.80095906% 2 Apr 1991 33.19951854% 2 May 1991 33.57106641% 2 Jun 1991 33.94673620% 2 Jul 1991 34.29513806% 2 Aug 1991 34.64740293% 2 Sep 1991 35.00357314% 2 Oct 1991 35.33225670% 2 Nov 1991 35.66458183% 2 Dec 1991 36.00058893% 2 Jan 1992 36.30888323% 2 Feb 1992 36.62059041% 2 Mar 1992 36.93574830% 2 Apr 1992 37.24042382% 2 May 1992 37.52911152% 2 Jun 1992 37.82099186% 2 Jul 1992 38.09674081% 2 Aug 1992 38.37553720% 2 Sep 1992 38.65741478% 2 Oct 1992 38.92304832% 2 Nov 1992 39.19161534% 2 Dec 1992 39.46314833% 2 Jan 1993 40.61575437% 2 Feb 1993 40.87747963% 2 Mar 1993 41.14209347% 2 Apr 1993 41.40370956% 2 May 1993 41.64939820% 2 Jun 1993 41.89779525% 2 Jul 1993 42.13011648% 2 Aug 1993 42.36499608% 2 Sep 1993 42.60246231% 2 Oct 1993 42.82372958% 2 Nov 1993 43.04743069% 2 Dec 1993 43.27359249% 2 Jan 1994 43.48342798% 2 Feb 1994 43.69556854% 2 Mar 1994 43.91003954% 2 Apr 1994 44.12453919% 2 May 1994 44.32391489% 2 Jun 1994 44.52547735% 2 Jul 1994 44.71177057% 2 Aug 1994 44.90010361% 2 Sep 1994 45.09049890% 2 Oct 1994 45.26549907% 2 Nov 1994 45.44241174% 2 Dec 1994 45.62125792% 2 Jan 1995 45.78457876% 2 Feb 1995 45.94968047% 2 Mar 1995 46.11658252% 2 Apr 1995 46.28530468% 2 May 1995 46.43984848% 2 Jun 1995 46.59607347% 2 Jul 1995 46.73797965% 2 Aug 1995 46.88142499% 2 Sep 1995 47.02642628% 2 Oct 1995 47.15698211% 2 Nov 1995 47.28894902% 2 Dec 1995 47.42234236% 2 Jan 1996 47.54115925% 2 Feb 1996 47.66125478% 2 Mar 1996 47.78264279% 2 Apr 1996 47.90533729% 2 May 1996 48.01550855% 2 Jun 1996 48.12686006% 2 Jul 1996 48.22556069% 2 Aug 1996 48.32531249% 2 Sep 1996 48.42612677% 2 Oct 1996 48.51417105% 2 Nov 1996 48.60314603% 2 Dec 1996 48.69306169% 2 Jan 1997 48.77008414% 2 Feb 1997 48.84791272% 2 Mar 1997 48.92655598% 2 Apr 1997 49.00602253% 2 May 1997 49.06957569% 2 Jun 1997 49.13378251% 2 Jul 1997 49.18190442% 2 Aug 1997 51.91442620% 2 Sep 1997 52.01858762% 2 Oct 1997 52.10710912% 2 Nov 1997 52.19656079% 2 Dec 1997 52.28695251% 2 Jan 1998 52.36154886% 2 Feb 1998 52.43691822% 2 Mar 1998 52.51306868% 2 Apr 1998 52.59000843% 2 May 1998 52.65080930% 2 Jun 1998 52.71222684% 2 Jul 1998 52.75733094% 2 Aug 1998 52.80287520% 2 Sep 1998 52.84886400% 2 Oct 1998 52.87836523% 2 Nov 1998 52.90813058% 2 Dec 1998 52.93816239% 2 Jan 1999 52.96618254% 2 Feb 1999 52.99444851% 2 Mar 1999 53.02296243% 2 Apr 1999 53.05172650% 2 May 1999 53.08074292% 2 Jun 1999 53.11001388% 2 Jul 1999 53.13954163% 2 Aug 1999 53.16932842% 2 Sep 1999 53.19937652% 2 Oct 1999 53.22968822% 2 Nov 1999 53.26026584% 2 Dec 1999 53.29111171% 2 Jan 2000 53.32222818% 2 Feb 2000 53.35361762% 2 Mar 2000 53.38528244% 2 Apr 2000 53.41722504% 2 May 2000 53.44944787% 2 Jun 2000 53.48195337% 2 Jul 2000 53.51474404% 2 Aug 2000 53.54782236% 2 Sep 2000 53.58119088% 2 Oct 2000 53.61485213% 2 Nov 2000 53.64880868% 2 Dec 2000 53.68306312% 2 Jan 2001 53.71761807% 2 Feb 2001 53.75247615% 2 Mar 2001 53.78764003% 2 Apr 2001 53.82311240% 2 May 2001 53.85889596% 2 Jun 2001 53.89499343% 2 Jul 2001 53.93140758% 2 Aug 2001 53.96814118% 2 Sep 2001 54.00519703% 2 Oct 2001 54.04257796% 2 Nov 2001 54.08028683% 2 Dec 2001 54.11832649% 2 Jan 2002 54.15669988% 2 Feb 2002 54.19540990% 2 Mar 2002 54.23445951% 2 Apr 2002 54.27385170% 2 May 2002 54.31358946% 2 Jun 2002 54.35367582% 2 Jul 2002 54.39411386% 2 Aug 2002 54.43490665% 2 Sep 2002 54.47605729% 2 Oct 2002 54.51756894% 2 Nov 2002 54.55944476% 2 Dec 2002 54.60168794% 2 Jan 2003 54.64430171% 2 Feb 2003 53.11928933% 2 Mar 2003 53.16265406% 2 Apr 2003 53.20639921% 2 May 2003 53.25052813% 2 Jun 2003 53.29504417% 2 Jul 2003 53.34251748% 2 Aug 2003 51.81981801% 2 Sep 2003 51.86551595% 2 Oct 2003 51.91161476% 2 Nov 2003 51.95811802% 2 Dec 2003 52.00502922% 2 Jan 2004 52.05751410% 2 Feb 2004 51.85325198% 2 Mar 2004 51.90140866% 2 Apr 2004 51.94998780% 2 May 2004 51.99899311% 2 Jun 2004 52.04842833% 2 Jul 2004 52.09829724% 2 Aug 2004 52.14860363% 2 Sep 2004 52.19935134% 2 Oct 2004 52.25054425% 2 Nov 2004 52.30218625% 2 Dec 2004 52.35428130% 2 Jan 2005 52.40683336% 2 Feb 2005 52.44024644% 2 Mar 2005 52.49372460% 2 Apr 2005 52.54767190% 2 May 2005 52.60209247% 2 Jun 2005 52.65699044% 2 Jul 2005 52.71237003% 2 Aug 2005 52.74863545% 2 Sep 2005 52.80499095% 2 Oct 2005 52.86184085% 2 Nov 2005 52.91918948% 2 Dec 2005 52.97704120% 2 Jan 2006 53.03540044% 2 Feb 2006 52.78627165% 2 Mar 2006 52.84565933% 2 Apr 2006 52.90556799% 2 May 2006 52.96600221% 2 Jun 2006 53.02696661% 2 Jul 2006 53.08846583% 2 Aug 2006 52.84250457% 2 Sep 2006 52.90508754% 2 Oct 2006 52.96821954% 2 Nov 2006 53.03190538% 2 Dec 2006 53.09614993% 2 Jan 2007 53.16095805% 2 Feb 2007 52.86233474% 2 Mar 2007 52.92828495% 2 Apr 2007 52.99481373% 2 May 2007 53.06192613% 2 Jun 2007 53.12962730% 2 Jul 2007 53.19792239% 2 Aug 2007 52.90281661% 2 Sep 2007 52.97231522% 2 Oct 2007 53.04242353% 2 Nov 2007 53.11314687% 2 Dec 2007 53.18449064% 2 Jan 2008 53.25646031% 2 Feb 2008 52.65706133% 2 Mar 2008 52.73029926% 2 Apr 2008 52.80417969% 2 May 2008 52.87870825% 2 Jun 2008 52.95389063% 2 Jul 2008 53.02973256% 2 Aug 2008 52.43423983% 2 Sep 2008 52.51141827% 2 Oct 2008 52.58927378% 2 Nov 2008 52.66781229% 2 Dec 2008 52.74703980% 2 Jan 2009 52.82696234% 2 Feb 2009 51.50758603% 2 Mar 2009 51.58891700% 2 Apr 2009 51.67096146% 2 May 2009 51.75372569% 2 Jun 2009 51.83721596% 2 Jul 2009 51.92346534% 2 Aug 2009 50.60842693% 2 Sep 2009 50.69413385% 2 Oct 2009 50.78059265% 2 Nov 2009 50.86780993% 2 Dec 2009 50.95579235% 2 Jan 2010 51.04862256% 2 Feb 2010 49.73815544% 2 Mar 2010 49.82847376% 2 Apr 2010 49.91958442% 2 May 2010 50.01149437% 2 Jun 2010 50.10421061% 2 Jul 2010 50.20869877% 2 Aug 2010 48.90304889% 2 Sep 2010 48.99822673% 2 Oct 2010 49.09423952% 2 Nov 2010 49.19109461% 2 Dec 2010 49.28879939% 2 Jan 2011 49.40527936% 2 Feb 2011 46.81670591% 2 Mar 2011 46.91700472% 2 Apr 2011 47.01818342% 2 May 2011 47.12024972% 2 Jun 2011 47.22321143% 2 Jul 2011 47.35149331% 2 Aug 2011 44.76826945% 2 Sep 2011 44.87396476% 2 Oct 2011 44.98058729% 2 Nov 2011 45.08814520% 2 Dec 2011 45.19664668% 2 Jan 2012 45.33708844% 2 Feb 2012 42.75950197% 2 Mar 2012 42.87088413% 2 Apr 2012 42.98324342% 2 May 2012 43.09658839% 2 Jun 2012 43.21092772% 2 Jul 2012 43.34873306% 2 Aug 2012 40.77708731% 2 Sep 2012 40.89446230% 2 Oct 2012 41.01286700% 2 Nov 2012 41.13231042% 2 Dec 2012 41.25280168% 2 Jan 2013 41.38819218% 2 Feb 2013 40.16680679% 2 Mar 2013 40.29049706% 2 Apr 2013 40.41527243% 2 May 2013 40.54114241% 2 Jun 2013 40.66811661% 2 Jul 2013 40.81004694% 2 Aug 2013 39.59525873% 2 Sep 2013 39.72560406% 2 Oct 2013 39.85709287% 2 Nov 2013 39.98973520% 2 Dec 2013 40.12354115% 2 Jan 2014 40.27236315% 2 Feb 2014 38.72852710% 2 Mar 2014 38.86588555% 2 Apr 2014 39.00444902% 2 May 2014 39.14422807% 2 Jun 2014 39.28523334% 2 Jul 2014 39.44303851% 2 Aug 2014 37.90652864% 2 Sep 2014 38.05127757% 2 Oct 2014 38.19729633% 2 Nov 2014 38.34459609% 2 Dec 2014 38.49318806% 2 Jan 2015 38.66038634% 2 Feb 2015 37.13159686% 2 Mar 2015 37.28413389% 2 Apr 2015 37.43800909% 2 May 2015 37.59323420% 2 Jun 2015 37.74982104% 2 Jul 2015 37.92508434% 2 Aug 2015 36.40443063% 2 Sep 2015 36.56517481% 2 Oct 2015 36.72732915% 2 Nov 2015 36.89090602% 2 Dec 2015 37.05591791% 2 Jan 2016 37.23968015% 2 Feb 2016 35.72759994% 2 Mar 2016 35.89699284% 2 Apr 2016 36.06787177% 2 May 2016 36.24024977% 2 Jun 2016 36.41414000% 2 Jul 2016 36.58955571% 2 Aug 2016 35.08651030% 2 Sep 2016 35.26501726% 2 Oct 2016 35.44509020% 2 Nov 2016 35.62674287% 2 Dec 2016 35.80998913% 2 Jan 2017 35.99484296% 2 Feb 2017 35.55075979% 2 Mar 2017 35.73887116% 2 Apr 2017 35.92863279% 2 May 2017 36.17075850% 2 Jun 2017 36.41513010% 2 Jul 2017 36.74302528% SCHEDULE 4 TO LEASE SCHEDULE OF NET CASUALTY VALUES PART C Percentage of DATE Facility Cost 2 Oct 1989 16.45101272% 2 Nov 1989 16.77304196% 2 Dec 1989 17.09864689% 2 Jan 1990 17.39359372% 2 Feb 1990 20.14526240% 2 Mar 1990 20.49669983% 2 Apr 1990 20.84823260% 2 May 1990 21.17302218% 2 Jun 1990 21.50141705% 2 Jul 1990 21.80280974% 2 Aug 1990 26.80564031% 2 Sep 1990 27.20932733% 2 Oct 1990 27.58685291% 2 Nov 1990 27.96857203% 2 Dec 1990 28.35453132% 2 Jan 1991 28.56096311% 2 Feb 1991 28.92123573% 2 Mar 1991 29.28657059% 2 Apr 1991 29.64242727% 2 May 1991 29.97416644% 2 Jun 1991 30.30958589% 2 Jul 1991 30.62065898% 2 Aug 1991 30.93518119% 2 Sep 1991 31.25319030% 2 Oct 1991 31.54665777% 2 Nov 1991 31.84337663% 2 Dec 1991 32.14338297% 2 Jan 1992 32.41864574% 2 Feb 1992 32.69695572% 2 Mar 1992 32.97834670% 2 Apr 1992 33.25037841% 2 May 1992 33.50813529% 2 Jun 1992 33.76874273% 2 Jul 1992 34.01494715% 2 Aug 1992 34.26387250% 2 Sep 1992 34.51554891% 2 Oct 1992 34.75272171% 2 Nov 1992 34.99251370% 2 Dec 1992 35.23495387% 2 Jan 1993 36.26406640% 2 Feb 1993 36.49774967% 2 Mar 1993 36.73401203% 2 Apr 1993 36.96759782% 2 May 1993 37.18696268% 2 Jun 1993 37.40874576% 2 Jul 1993 37.61617543% 2 Aug 1993 37.82588936% 2 Sep 1993 38.03791278% 2 Oct 1993 38.23547284% 2 Nov 1993 38.43520597% 2 Dec 1993 38.63713615% 2 Jan 1994 38.82448927% 2 Feb 1994 39.01390048% 2 Mar 1994 39.20539245% 2 Apr 1994 39.39690999% 2 May 1994 39.57492401% 2 Jun 1994 39.75489049% 2 Jul 1994 39.92122372% 2 Aug 1994 40.08937822% 2 Sep 1994 40.25937402% 2 Oct 1994 40.41562417% 2 Nov 1994 40.57358191% 2 Dec 1994 40.73326600% 2 Jan 1995 40.87908818% 2 Feb 1995 41.02650042% 2 Mar 1995 41.17552011% 2 Apr 1995 41.32616489% 2 May 1995 41.46415043% 2 Jun 1995 41.60363703% 2 Jul 1995 41.73033897% 2 Aug 1995 41.85841517% 2 Sep 1995 41.98788061% 2 Oct 1995 42.10444831% 2 Nov 1995 42.22227591% 2 Dec 1995 42.34137711% 2 Jan 1996 42.44746362% 2 Feb 1996 42.55469177% 2 Mar 1996 42.66307392% 2 Apr 1996 42.77262258% 2 May 1996 42.87098978% 2 Jun 1996 42.97041077% 2 Jul 1996 43.05853633% 2 Aug 1996 43.14760044% 2 Sep 1996 43.23761319% 2 Oct 1996 43.31622415% 2 Nov 1996 43.39566610% 2 Dec 1996 43.47594794% 2 Jan 1997 43.54471798% 2 Feb 1997 43.61420779% 2 Mar 1997 43.68442498% 2 Apr 1997 43.75537726% 2 May 1997 43.81212115% 2 Jun 1997 43.86944867% 2 Jul 1997 43.91241466% 2 Aug 1997 46.35216625% 2 Sep 1997 46.44516752% 2 Oct 1997 46.52420457% 2 Nov 1997 46.60407213% 2 Dec 1997 46.68477903% 2 Jan 1998 46.75138291% 2 Feb 1998 46.81867698% 2 Mar 1998 46.88666846% 2 Apr 1998 46.95536467% 2 May 1998 47.00965116% 2 Jun 1998 47.06448825% 2 Jul 1998 47.10475977% 2 Aug 1998 47.14542429% 2 Sep 1998 47.18648571% 2 Oct 1998 47.21282610% 2 Nov 1998 47.23940230% 2 Dec 1998 47.26621642% 2 Jan 1999 47.29123441% 2 Feb 1999 47.31647188% 2 Mar 1999 47.34193074% 2 Apr 1999 47.36761295% 2 May 1999 47.39352046% 2 Jun 1999 47.41965525% 2 Jul 1999 47.44601931% 2 Aug 1999 47.47261466% 2 Sep 1999 47.49944332% 2 Oct 1999 47.52650734% 2 Nov 1999 47.55380879% 2 Dec 1999 47.58134974% 2 Jan 2000 47.60913230% 2 Feb 2000 47.63715859% 2 Mar 2000 47.66543075% 2 Apr 2000 47.69395093% 2 May 2000 47.72272131% 2 Jun 2000 47.75174408% 2 Jul 2000 47.78102146% 2 Aug 2000 47.81055568% 2 Sep 2000 47.84034900% 2 Oct 2000 47.87040369% 2 Nov 2000 47.90072204% 2 Dec 2000 47.93130636% 2 Jan 2001 47.96215899% 2 Feb 2001 47.99328228% 2 Mar 2001 48.02467860% 2 Apr 2001 48.05635036% 2 May 2001 48.08829996% 2 Jun 2001 48.12052985% 2 Jul 2001 48.15304248% 2 Aug 2001 48.18584034% 2 Sep 2001 48.21892592% 2 Oct 2001 48.25230175% 2 Nov 2001 48.28597038% 2 Dec 2001 48.31993437% 2 Jan 2002 48.35419632% 2 Feb 2002 48.38875884% 2 Mar 2002 48.42362456% 2 Apr 2002 48.45879616% 2 May 2002 48.49427630% 2 Jun 2002 48.53006770% 2 Jul 2002 48.56617309% 2 Aug 2002 48.60259522% 2 Sep 2002 48.63933687% 2 Oct 2002 48.67640084% 2 Nov 2002 48.71378996% 2 Dec 2002 48.75150709% 2 Jan 2003 48.78955510% 2 Feb 2003 47.42793690% 2 Mar 2003 47.46665541% 2 Apr 2003 47.50571358% 2 May 2003 47.54511440% 2 Jun 2003 47.58486087% 2 Jul 2003 47.62724775% 2 Aug 2003 46.26769465% 2 Sep 2003 46.30849638% 2 Oct 2003 46.34965604% 2 Nov 2003 46.39117680% 2 Dec 2003 46.43306180% 2 Jan 2004 46.47992330% 2 Feb 2004 46.29754641% 2 Mar 2004 46.34054345% 2 Apr 2004 46.38391768% 2 May 2004 46.42767242% 2 Jun 2004 46.47181101% 2 Jul 2004 46.51633682% 2 Aug 2004 46.56125324% 2 Sep 2004 46.60656370% 2 Oct 2004 46.65227165% 2 Nov 2004 46.69838058% 2 Dec 2004 46.74489402% 2 Jan 2005 46.79181550% 2 Feb 2005 46.82164861% 2 Mar 2005 46.86939696% 2 Apr 2005 46.91756420% 2 May 2005 46.96615399% 2 Jun 2005 47.01517004% 2 Jul 2005 47.06461610% 2 Aug 2005 47.09699594% 2 Sep 2005 47.14731335% 2 Oct 2005 47.19807219% 2 Nov 2005 47.24927632% 2 Dec 2005 47.30092964% 2 Jan 2006 47.35303611% 2 Feb 2006 47.13059969% 2 Mar 2006 47.18362440% 2 Apr 2006 47.23711428% 2 May 2006 47.29107340% 2 Jun 2006 47.34550590% 2 Jul 2006 47.40041592% 2 Aug 2006 47.18080765% 2 Sep 2006 47.23668530% 2 Oct 2006 47.29305316% 2 Nov 2006 47.34991552% 2 Dec 2006 47.40727672% 2 Jan 2007 47.46514112% 2 Feb 2007 47.19851316% 2 Mar 2007 47.25739728% 2 Apr 2007 47.31679797% 2 May 2007 47.37671976% 2 Jun 2007 47.43716723% 2 Jul 2007 47.49814499% 2 Aug 2007 47.23465769% 2 Sep 2007 47.29671002% 2 Oct 2007 47.35930672% 2 Nov 2007 47.42245256% 2 Dec 2007 47.48615236% 2 Jan 2008 47.55041099% 2 Feb 2008 47.01523333% 2 Mar 2008 47.08062434% 2 Apr 2008 47.14658901% 2 May 2008 47.21313237% 2 Jun 2008 47.28025949% 2 Jul 2008 47.34797550% 2 Aug 2008 46.81628556% 2 Sep 2008 46.88519488% 2 Oct 2008 46.95470873% 2 Nov 2008 47.02483240% 2 Dec 2008 47.09557125% 2 Jan 2009 47.16693066% 2 Feb 2009 45.98891610% 2 Mar 2009 46.06153304% 2 Apr 2009 46.13478702% 2 May 2009 46.20868365% 2 Jun 2009 46.28322854% 2 Jul 2009 46.36023691% 2 Aug 2009 45.18609547% 2 Sep 2009 45.26261951% 2 Oct 2009 45.33981487% 2 Nov 2009 45.41768744% 2 Dec 2009 45.49624317% 2 Jan 2010 45.57912729% 2 Feb 2010 44.40906736% 2 Mar 2010 44.48970871% 2 Apr 2010 44.57105752% 2 May 2010 44.65311997% 2 Jun 2010 44.73590233% 2 Jul 2010 44.82919533% 2 Aug 2010 43.66343651% 2 Sep 2010 43.74841672% 2 Oct 2010 43.83414243% 2 Nov 2010 43.92062019% 2 Dec 2010 44.00785660% 2 Jan 2011 44.11185657% 2 Feb 2011 41.80063028% 2 Mar 2011 41.89018279% 2 Apr 2011 41.98052091% 2 May 2011 42.07165154% 2 Jun 2011 42.16358163% 2 Jul 2011 42.27811903% 2 Aug 2011 39.97166915% 2 Sep 2011 40.06603996% 2 Oct 2011 40.16123865% 2 Nov 2011 40.25727250% 2 Dec 2011 40.35414882% 2 Jan 2012 40.47954325% 2 Feb 2012 38.17812676% 2 Mar 2012 38.27757512% 2 Apr 2012 38.37789591% 2 May 2012 38.47909678% 2 Jun 2012 38.58118546% 2 Jul 2012 38.70422595% 2 Aug 2012 36.40811367% 2 Sep 2012 36.51291277% 2 Oct 2012 36.61863125% 2 Nov 2012 36.72527716% 2 Dec 2012 36.83285864% 2 Jan 2013 36.95374302% 2 Feb 2013 35.86322035% 2 Mar 2013 35.97365809% 2 Apr 2013 36.08506467% 2 May 2013 36.19744858% 2 Jun 2013 36.31081840% 2 Jul 2013 36.43754191% 2 Aug 2013 35.35290958% 2 Sep 2013 35.46928934% 2 Oct 2013 35.58669006% 2 Nov 2013 35.70512071% 2 Dec 2013 35.82459031% 2 Jan 2014 35.95746710% 2 Feb 2014 34.57904205% 2 Mar 2014 34.70168353% 2 Apr 2014 34.82540091% 2 May 2014 34.95020363% 2 Jun 2014 35.07610120% 2 Jul 2014 35.21699867% 2 Aug 2014 33.84511486% 2 Sep 2014 33.97435497% 2 Oct 2014 34.10472887% 2 Nov 2014 34.23624651% 2 Dec 2014 34.36891791% 2 Jan 2015 34.51820209% 2 Feb 2015 33.15321148% 2 Mar 2015 33.28940526% 2 Apr 2015 33.42679383% 2 May 2015 33.56538768% 2 Jun 2015 33.70519736% 2 Jul 2015 33.86168245% 2 Aug 2015 32.50395592% 2 Sep 2015 32.64747751% 2 Oct 2015 32.79225817% 2 Nov 2015 32.93830895% 2 Dec 2015 33.08564099% 2 Jan 2016 33.24971442% 2 Feb 2016 31.89964280% 2 Mar 2016 32.05088646% 2 Apr 2016 32.20345694% 2 May 2016 32.35736587% 2 Jun 2016 32.51262500% 2 Jul 2016 32.66924617% 2 Aug 2016 31.32724134% 2 Sep 2016 31.48662255% 2 Oct 2016 31.64740196% 2 Nov 2016 31.80959185% 2 Dec 2016 31.97320458% 2 Jan 2017 32.13825264% 2 Feb 2017 31.74174981% 2 Mar 2017 31.90970639% 2 Apr 2017 32.07913642% 2 May 2017 32.29532009% 2 Jun 2017 32.51350902% 2 Jul 2017 32.80627257% SCHEDULE 5 TO LEASE SCHEDULE OF NET SPECIALTY CASUALTY VALUES PART A Percentage of DATE Facility Cost 2 Oct 1989 16.37610500% 2 Nov 1989 16.70273535% 2 Dec 1989 17.03300394% 2 Jan 1990 17.33166371% 2 Feb 1990 20.15969337% 2 Mar 1990 20.51642688% 2 Apr 1990 20.87321377% 2 May 1990 21.20242101% 2 Jun 1990 21.53529466% 2 Jul 1990 21.84032123% 2 Aug 1990 26.98585035% 2 Sep 1990 27.39610491% 2 Oct 1990 27.77937677% 2 Nov 1990 28.16691866% 2 Dec 1990 28.55877818% 2 Jan 1991 28.76574973% 2 Feb 1991 29.13106527% 2 Mar 1991 29.50154354% 2 Apr 1991 29.86221348% 2 May 1991 30.19800216% 2 Jun 1991 30.53752942% 2 Jul 1991 30.85193890% 2 Aug 1991 31.16984808% 2 Sep 1991 31.49129541% 2 Oct 1991 31.78742255% 2 Nov 1991 32.08684444% 2 Dec 1991 32.38959777% 2 Jan 1992 32.66682163% 2 Feb 1992 32.94712860% 2 Mar 1992 33.23055302% 2 Apr 1992 33.50428603% 2 May 1992 33.76326615% 2 Jun 1992 34.02512499% 2 Jul 1992 34.27209797% 2 Aug 1992 34.52181522% 2 Sep 1992 34.77430727% 2 Oct 1992 35.01180840% 2 Nov 1992 35.25194752% 2 Dec 1992 35.49475398% 2 Jan 1993 36.54744996% 2 Feb 1993 36.78112046% 2 Mar 1993 37.01738559% 2 Apr 1993 37.25083364% 2 May 1993 37.46957813% 2 Jun 1993 37.69075002% 2 Jul 1993 37.89708087% 2 Aug 1993 38.10570007% 2 Sep 1993 38.31663307% 2 Oct 1993 38.51261014% 2 Nov 1993 38.71075942% 2 Dec 1993 38.91110502% 2 Jan 1994 39.09637590% 2 Feb 1994 39.28369888% 2 Mar 1994 39.47309671% 2 Apr 1994 39.66245278% 2 May 1994 39.83783710% 2 Jun 1994 40.01516237% 2 Jul 1994 40.17838111% 2 Aug 1994 40.34340452% 2 Sep 1994 40.51025259% 2 Oct 1994 40.66287655% 2 Nov 1994 40.81718625% 2 Dec 1994 40.97320038% 2 Jan 1995 41.11486880% 2 Feb 1995 41.25810002% 2 Mar 1995 41.40291133% 2 Apr 1995 41.54932021% 2 May 1995 41.68261899% 2 Jun 1995 41.81738633% 2 Jul 1995 41.93891312% 2 Aug 1995 42.06177653% 2 Sep 1995 42.18599131% 2 Oct 1995 42.29684707% 2 Nov 1995 42.40891962% 2 Dec 1995 42.52222239% 2 Jan 1996 42.62204360% 2 Feb 1996 42.72295772% 2 Mar 1996 42.82497677% 2 Apr 1996 42.92811288% 2 May 1996 43.01965199% 2 Jun 1996 43.11219065% 2 Jul 1996 43.19301346% 2 Aug 1996 43.27471565% 2 Sep 1996 43.35730687% 2 Oct 1996 43.42807043% 2 Nov 1996 43.49960033% 2 Dec 1996 43.57190494% 2 Jan 1997 43.63226631% 2 Feb 1997 43.69327713% 2 Mar 1997 43.75494444% 2 Apr 1997 43.81727534% 2 May 1997 43.86488339% 2 Jun 1997 43.91299748% 2 Jul 1997 43.94622937% 2 Aug 1997 46.44706890% 2 Sep 1997 46.53162264% 2 Oct 1997 46.60170071% 2 Nov 1997 46.67253475% 2 Dec 1997 46.74413299% 2 Jan 1998 46.80111007% 2 Feb 1998 46.85869601% 2 Mar 1998 46.91689736% 2 Apr 1998 46.97572076% 2 May 1998 47.01960362% 2 Jun 1998 47.06394803% 2 Jul 1998 47.09318959% 2 Aug 1998 47.12272857% 2 Sep 1998 47.15256802% 2 Oct 1998 47.16714177% 2 Nov 1998 47.18184825% 2 Dec 1998 47.19668865% 2 Jan 1999 47.20956777% 2 Feb 1999 47.22255988% 2 Mar 1999 47.23566597% 2 Apr 1999 47.24888702% 2 May 1999 47.26222407% 2 Jun 1999 47.27567812% 2 Jul 1999 47.28925019% 2 Aug 1999 47.30294133% 2 Sep 1999 47.31675258% 2 Oct 1999 47.33068499% 2 Nov 1999 47.34473962% 2 Dec 1999 47.35891756% 2 Jan 2000 47.37321987% 2 Feb 2000 47.38764764% 2 Mar 2000 47.40220200% 2 Apr 2000 47.41688403% 2 May 2000 47.43169486% 2 Jun 2000 47.44663563% 2 Jul 2000 47.46170747% 2 Aug 2000 47.47691152% 2 Sep 2000 47.49224896% 2 Oct 2000 47.50772094% 2 Nov 2000 47.52332866% 2 Dec 2000 47.53907330% 2 Jan 2001 47.55495607% 2 Feb 2001 47.57097816% 2 Mar 2001 47.58714083% 2 Apr 2001 47.60344526% 2 May 2001 47.61989275% 2 Jun 2001 47.63648452% 2 Jul 2001 47.65322185% 2 Aug 2001 47.67010600% 2 Sep 2001 47.68713827% 2 Oct 2001 47.70431997% 2 Nov 2001 47.72165239% 2 Dec 2001 47.73913687% 2 Jan 2002 47.75677473% 2 Feb 2002 47.77456733% 2 Mar 2002 47.79251602% 2 Apr 2002 47.81062216% 2 May 2002 47.82888715% 2 Jun 2002 47.84731237% 2 Jul 2002 47.86589922% 2 Aug 2002 47.88464912% 2 Sep 2002 47.90356353% 2 Oct 2002 47.92264386% 2 Nov 2002 47.94189158% 2 Dec 2002 47.96130814% 2 Jan 2003 47.98089506% 2 Feb 2003 46.55922914% 2 Mar 2003 46.57916121% 2 Apr 2003 46.59926815% 2 May 2003 46.61955147% 2 Jun 2003 46.64001273% 2 Jul 2003 46.66301303% 2 Aug 2003 45.24241022% 2 Sep 2003 45.26341473% 2 Oct 2003 45.28460350% 2 Nov 2003 45.30597816% 2 Dec 2003 45.32754033% 2 Jan 2004 45.35403709% 2 Feb 2004 45.14432169% 2 Mar 2004 45.16645633% 2 Apr 2004 45.18878515% 2 May 2004 45.21130985% 2 Jun 2004 45.23403216% 2 Jul 2004 45.25695380% 2 Aug 2004 45.28007653% 2 Sep 2004 45.30340210% 2 Oct 2004 45.32693230% 2 Nov 2004 45.35066893% 2 Dec 2004 45.37461380% 2 Jan 2005 45.39876872% 2 Feb 2005 45.40511773% 2 Mar 2005 45.42969832% 2 Apr 2005 45.45449455% 2 May 2005 45.47950831% 2 Jun 2005 45.50474151% 2 Jul 2005 45.53019607% 2 Aug 2005 45.53785613% 2 Sep 2005 45.56375925% 2 Oct 2005 45.58988962% 2 Nov 2005 45.61624923% 2 Dec 2005 45.64284008% 2 Jan 2006 45.66966420% 2 Feb 2006 45.41358665% 2 Mar 2006 45.44088349% 2 Apr 2006 45.46841979% 2 May 2006 45.49619765% 2 Jun 2006 45.52421920% 2 Jul 2006 45.55248658% 2 Aug 2006 45.29786494% 2 Sep 2006 45.32663046% 2 Oct 2006 45.35564832% 2 Nov 2006 45.38492075% 2 Dec 2006 45.41444999% 2 Jan 2007 45.44423826% 2 Feb 2007 45.13967143% 2 Mar 2007 45.16998465% 2 Apr 2007 45.20056380% 2 May 2007 45.23141121% 2 Jun 2007 45.26252923% 2 Jul 2007 45.29392025% 2 Aug 2007 44.99097021% 2 Sep 2007 45.02291442% 2 Oct 2007 45.05513885% 2 Nov 2007 45.08764599% 2 Dec 2007 45.12043829% 2 Jan 2008 45.15351828% 2 Feb 2008 44.56913504% 2 Mar 2008 44.60279798% 2 Apr 2008 44.63675623% 2 May 2008 44.67101238% 2 Jun 2008 44.70556906% 2 Jul 2008 44.74042889% 2 Aug 2008 44.15784111% 2 Sep 2008 44.19331525% 2 Oct 2008 44.22910060% 2 Nov 2008 44.26519988% 2 Dec 2008 44.30161585% 2 Jan 2009 44.33835129% 2 Feb 2009 43.08842270% 2 Mar 2009 43.12580550% 2 Apr 2009 43.16351625% 2 May 2009 43.20155782% 2 Jun 2009 43.23993313% 2 Jul 2009 43.28050814% 2 Aug 2009 42.03257341% 2 Sep 2009 42.07196757% 2 Oct 2009 42.11170732% 2 Nov 2009 42.15179568% 2 Dec 2009 42.19223575% 2 Jan 2010 42.23677750% 2 Feb 2010 40.99094390% 2 Mar 2010 41.03245763% 2 Apr 2010 41.07433555% 2 May 2010 41.11658085% 2 Jun 2010 41.15919676% 2 Jul 2010 41.21226045% 2 Aug 2010 39.96864105% 2 Sep 2010 40.01238839% 2 Oct 2010 40.05651952% 2 Nov 2010 40.10103780% 2 Dec 2010 40.14594662% 2 Jan 2011 40.20772105% 2 Feb 2011 37.78240758% 2 Mar 2011 37.82850872% 2 Apr 2011 37.87501428% 2 May 2011 37.92192784% 2 Jun 2011 37.96925294% 2 Jul 2011 38.03943912% 2 Aug 2011 35.61658451% 2 Sep 2011 35.66516608% 2 Oct 2011 35.71417385% 2 Nov 2011 35.76361154% 2 Dec 2011 35.81348294% 2 Jan 2012 35.89227877% 2 Feb 2012 33.47201532% 2 Mar 2012 33.52321079% 2 Apr 2012 33.57485539% 2 May 2012 33.62695304% 2 Jun 2012 33.67950773% 2 Jul 2012 33.75317313% 2 Aug 2012 31.33564026% 2 Sep 2012 31.38959027% 2 Oct 2012 31.44401355% 2 Nov 2012 31.49891429% 2 Dec 2012 31.55429664% 2 Jan 2013 31.62288967% 2 Feb 2013 30.44374114% 2 Mar 2013 30.50059389% 2 Apr 2013 30.55794538% 2 May 2013 30.61580001% 2 Jun 2013 30.67416217% 2 Jul 2013 30.74576114% 2 Aug 2013 29.56964494% 2 Sep 2013 29.62955661% 2 Oct 2013 29.68999385% 2 Nov 2013 29.75096130% 2 Dec 2013 29.81246359% 2 Jan 2014 29.88723025% 2 Feb 2014 28.40543280% 2 Mar 2014 28.46856796% 2 Apr 2014 28.53225699% 2 May 2014 28.59650475% 2 Jun 2014 28.66131613% 2 Jul 2014 28.74100266% 2 Aug 2014 27.26257261% 2 Sep 2014 27.32910471% 2 Oct 2014 27.39622048% 2 Nov 2014 27.46392504% 2 Dec 2014 27.53222355% 2 Jan 2015 27.61702724% 2 Feb 2015 26.14214577% 2 Mar 2015 26.21225759% 2 Apr 2015 26.28298446% 2 May 2015 26.35433181% 2 Jun 2015 26.42630508% 2 Jul 2015 26.51481575% 2 Aug 2015 25.04367379% 2 Sep 2015 25.11755792% 2 Oct 2015 25.19209021% 2 Nov 2015 25.26727635% 2 Dec 2015 25.34312208% 2 Jan 2016 25.43553919% 2 Feb 2016 23.96833794% 2 Mar 2016 24.04619734% 2 Apr 2016 24.12473979% 2 May 2016 24.20397127% 2 Jun 2016 24.28389781% 2 Jul 2016 24.36452554% 2 Aug 2016 22.90147702% 2 Sep 2016 22.98352560% 2 Oct 2016 23.06629395% 2 Nov 2016 23.14978842% 2 Dec 2016 23.23401535% 2 Jan 2017 23.31898119% 2 Feb 2017 22.82503501% 2 Mar 2017 22.91149813% 2 Apr 2017 22.99871979% 2 May 2017 23.13331330% 2 Jun 2017 23.26919952% 2 Jul 2017 23.48108831% SCHEDULE 5 TO LEASE SCHEDULE OF NET SPECIALTY CASUALTY VALUES PART B Percentage of DATE Facility Cost 2 Oct 1989 17.81413444% 2 Nov 1989 18.16944707% 2 Dec 1989 18.52871744% 2 Jan 1990 18.85360332% 2 Feb 1990 21.92996980% 2 Mar 1990 22.31802903% 2 Apr 1990 22.70614632% 2 May 1990 23.06426213% 2 Jun 1990 23.42636631% 2 Jul 1990 23.75817807% 2 Aug 1990 29.35554982% 2 Sep 1990 29.80182993% 2 Oct 1990 30.21875791% 2 Nov 1990 30.64033088% 2 Dec 1990 31.06660063% 2 Jan 1991 31.29174691% 2 Feb 1991 31.68914178% 2 Mar 1991 32.09215274% 2 Apr 1991 32.48449407% 2 May 1991 32.84976924% 2 Jun 1991 33.21911130% 2 Jul 1991 33.56112992% 2 Aug 1991 33.90695554% 2 Sep 1991 34.25663003% 2 Oct 1991 34.57876088% 2 Nov 1991 34.90447580% 2 Dec 1991 35.23381471% 2 Jan 1992 35.53538233% 2 Feb 1992 35.84030381% 2 Mar 1992 36.14861648% 2 Apr 1992 36.44638672% 2 May 1992 36.72810857% 2 Jun 1992 37.01296193% 2 Jul 1992 37.28162227% 2 Aug 1992 37.55326786% 2 Sep 1992 37.82793192% 2 Oct 1992 38.08628864% 2 Nov 1992 38.34751502% 2 Dec 1992 38.61164297% 2 Jan 1993 39.75677899% 2 Feb 1993 40.01096872% 2 Mar 1993 40.26798092% 2 Apr 1993 40.52192866% 2 May 1993 40.75988169% 2 Jun 1993 41.00047528% 2 Jul 1993 41.22492459% 2 Aug 1993 41.45186320% 2 Sep 1993 41.68131878% 2 Oct 1993 41.89450513% 2 Nov 1993 42.11005441% 2 Dec 1993 42.32799290% 2 Jan 1994 42.52953291% 2 Feb 1994 42.73330522% 2 Mar 1994 42.93933458% 2 Apr 1994 43.14531851% 2 May 1994 43.33610380% 2 Jun 1994 43.52900047% 2 Jul 1994 43.70655188% 2 Aug 1994 43.88606644% 2 Sep 1994 44.06756589% 2 Oct 1994 44.23359216% 2 Nov 1994 44.40145221% 2 Dec 1994 44.57116635% 2 Jan 1995 44.72527506% 2 Feb 1995 44.88108379% 2 Mar 1995 45.03861136% 2 Apr 1995 45.19787680% 2 May 1995 45.34288090% 2 Jun 1995 45.48948252% 2 Jul 1995 45.62168090% 2 Aug 1995 45.75533328% 2 Sep 1995 45.89045569% 2 Oct 1995 46.01104599% 2 Nov 1995 46.13295992% 2 Dec 1995 46.25621212% 2 Jan 1996 46.36479889% 2 Feb 1996 46.47457455% 2 Mar 1996 46.58555216% 2 Apr 1996 46.69774493% 2 May 1996 46.79732233% 2 Jun 1996 46.89798706% 2 Jul 1996 46.98590714% 2 Aug 1996 47.07478382% 2 Sep 1996 47.16462759% 2 Oct 1996 47.24160508% 2 Nov 1996 47.31941622% 2 Dec 1996 47.39807009% 2 Jan 1997 47.46373195% 2 Feb 1997 47.53010030% 2 Mar 1997 47.59718277% 2 Apr 1997 47.66498712% 2 May 1997 47.71677576% 2 Jun 1997 47.76911487% 2 Jul 1997 47.80526494% 2 Aug 1997 50.52570986% 2 Sep 1997 50.61768849% 2 Oct 1997 50.69392030% 2 Nov 1997 50.77097448% 2 Dec 1997 50.84885995% 2 Jan 1998 50.91084033% 2 Feb 1998 50.97348304% 2 Mar 1998 51.03679521% 2 Apr 1998 51.10078406% 2 May 1998 51.14852038% 2 Jun 1998 51.19675879% 2 Jul 1998 51.22856814% 2 Aug 1998 51.26070100% 2 Sep 1998 51.29316074% 2 Oct 1998 51.30901425% 2 Nov 1998 51.32501214% 2 Dec 1998 51.34115572% 2 Jan 1999 51.35516579% 2 Feb 1999 51.36929877% 2 Mar 1999 51.38355574% 2 Apr 1999 51.39793777% 2 May 1999 51.41244599% 2 Jun 1999 51.42708146% 2 Jul 1999 51.44184534% 2 Aug 1999 51.45673874% 2 Sep 1999 51.47176279% 2 Oct 1999 51.48691864% 2 Nov 1999 51.50220744% 2 Dec 1999 51.51763038% 2 Jan 2000 51.53318862% 2 Feb 2000 51.54888333% 2 Mar 2000 51.56471574% 2 Apr 2000 51.58068704% 2 May 2000 51.59679846% 2 Jun 2000 51.61305121% 2 Jul 2000 51.62944655% 2 Aug 2000 51.64598571% 2 Sep 2000 51.66266997% 2 Oct 2000 51.67950059% 2 Nov 2000 51.69647886% 2 Dec 2000 51.71360608% 2 Jan 2001 51.73088356% 2 Feb 2001 51.74831259% 2 Mar 2001 51.76589454% 2 Apr 2001 51.78363072% 2 May 2001 51.80152251% 2 Jun 2001 51.81957124% 2 Jul 2001 51.83777832% 2 Aug 2001 51.85614511% 2 Sep 2001 51.87467303% 2 Oct 2001 51.89336350% 2 Nov 2001 51.91221793% 2 Dec 2001 51.93123777% 2 Jan 2002 51.95042446% 2 Feb 2002 51.96977947% 2 Mar 2002 51.98930428% 2 Apr 2002 52.00900037% 2 May 2002 52.02886926% 2 Jun 2002 52.04891244% 2 Jul 2002 52.06913145% 2 Aug 2002 52.08952784% 2 Sep 2002 52.11010317% 2 Oct 2002 52.13085900% 2 Nov 2002 52.15179691% 2 Dec 2002 52.17291849% 2 Jan 2003 52.19422538% 2 Feb 2003 50.64771919% 2 Mar 2003 50.66940155% 2 Apr 2003 50.69127413% 2 May 2003 50.71333859% 2 Jun 2003 50.73559661% 2 Jul 2003 50.76061663% 2 Aug 2003 49.21526689% 2 Sep 2003 49.23811586% 2 Oct 2003 49.26116527% 2 Nov 2003 49.28441690% 2 Dec 2003 49.30787250% 2 Jan 2004 49.33669601% 2 Feb 2004 49.10856495% 2 Mar 2004 49.13264329% 2 Apr 2004 49.15693287% 2 May 2004 49.18143552% 2 Jun 2004 49.20615314% 2 Jul 2004 49.23108758% 2 Aug 2004 49.25624078% 2 Sep 2004 49.28161464% 2 Oct 2004 49.30721108% 2 Nov 2004 49.33303209% 2 Dec 2004 49.35907962% 2 Jan 2005 49.38535564% 2 Feb 2005 49.39226218% 2 Mar 2005 49.41900126% 2 Apr 2005 49.44597492% 2 May 2005 49.47318519% 2 Jun 2005 49.50063419% 2 Jul 2005 49.52832398% 2 Aug 2005 49.53665669% 2 Sep 2005 49.56483444% 2 Oct 2005 49.59325939% 2 Nov 2005 49.62193370% 2 Dec 2005 49.65085956% 2 Jan 2006 49.68003918% 2 Feb 2006 49.40147479% 2 Mar 2006 49.43116863% 2 Apr 2006 49.46112296% 2 May 2006 49.49134007% 2 Jun 2006 49.52182227% 2 Jul 2006 49.55257188% 2 Aug 2006 49.27559124% 2 Sep 2006 49.30688273% 2 Oct 2006 49.33844873% 2 Nov 2006 49.37029166% 2 Dec 2006 49.40241393% 2 Jan 2007 49.43481799% 2 Feb 2007 49.10350633% 2 Mar 2007 49.13648144% 2 Apr 2007 49.16974582% 2 May 2007 49.20330203% 2 Jun 2007 49.23715261% 2 Jul 2007 49.27130015% 2 Aug 2007 48.94174727% 2 Sep 2007 48.97649658% 2 Oct 2007 49.01155073% 2 Nov 2007 49.04691240% 2 Dec 2007 49.08258429% 2 Jan 2008 49.11856911% 2 Feb 2008 48.48286962% 2 Mar 2008 48.51948860% 2 Apr 2008 48.55642880% 2 May 2008 48.59369309% 2 Jun 2008 48.63128427% 2 Jul 2008 48.66920524% 2 Aug 2008 48.03545888% 2 Sep 2008 48.07404810% 2 Oct 2008 48.11297585% 2 Nov 2008 48.15224511% 2 Dec 2008 48.19185886% 2 Jan 2009 48.23182013% 2 Feb 2009 46.87213198% 2 Mar 2009 46.91279747% 2 Apr 2009 46.95381970% 2 May 2009 46.99520180% 2 Jun 2009 47.03694695% 2 Jul 2009 47.08108496% 2 Aug 2009 45.72356575% 2 Sep 2009 45.76641922% 2 Oct 2009 45.80964862% 2 Nov 2009 45.85325725% 2 Dec 2009 45.89724847% 2 Jan 2010 45.94570155% 2 Feb 2010 44.59046798% 2 Mar 2010 44.63562714% 2 Apr 2010 44.68118247% 2 May 2010 44.72713745% 2 Jun 2010 44.77349557% 2 Jul 2010 44.83121892% 2 Aug 2010 43.47839399% 2 Sep 2010 43.52598290% 2 Oct 2010 43.57398930% 2 Nov 2010 43.62241685% 2 Dec 2010 43.67126923% 2 Jan 2011 43.73846824% 2 Feb 2011 41.10018153% 2 Mar 2011 41.15033093% 2 Apr 2011 41.20092028% 2 May 2011 41.25195343% 2 Jun 2011 41.30343428% 2 Jul 2011 41.37978369% 2 Aug 2011 38.74417176% 2 Sep 2011 38.79701941% 2 Oct 2011 38.85033068% 2 Nov 2011 38.90410963% 2 Dec 2011 38.95836037% 2 Jan 2012 39.04407547% 2 Feb 2012 36.41128223% 2 Mar 2012 36.46697331% 2 Apr 2012 36.52315296% 2 May 2012 36.57982544% 2 Jun 2012 36.63699510% 2 Jul 2012 36.71712925% 2 Aug 2012 34.08730638% 2 Sep 2012 34.14599388% 2 Oct 2012 34.20519622% 2 Nov 2012 34.26491794% 2 Dec 2012 34.32516357% 2 Jan 2013 34.39977993% 2 Feb 2013 33.11708723% 2 Mar 2013 33.17893236% 2 Apr 2013 33.24132004% 2 May 2013 33.30425504% 2 Jun 2013 33.36774214% 2 Jul 2013 33.44562841% 2 Aug 2013 32.16623431% 2 Sep 2013 32.23140697% 2 Oct 2013 32.29715138% 2 Nov 2013 32.36347253% 2 Dec 2013 32.43037551% 2 Jan 2014 32.51170763% 2 Feb 2014 30.89978959% 2 Mar 2014 30.96846882% 2 Apr 2014 31.03775055% 2 May 2014 31.10764008% 2 Jun 2014 31.17814272% 2 Jul 2014 31.26482673% 2 Aug 2014 29.65657181% 2 Sep 2014 29.72894626% 2 Oct 2014 29.80195565% 2 Nov 2014 29.87560552% 2 Dec 2014 29.94990151% 2 Jan 2015 30.04215203% 2 Feb 2015 28.43775730% 2 Mar 2015 28.51402581% 2 Apr 2015 28.59096341% 2 May 2015 28.66857596% 2 Jun 2015 28.74686939% 2 Jul 2015 28.84315242% 2 Aug 2015 27.24282556% 2 Sep 2015 27.32319765% 2 Oct 2015 27.40427482% 2 Nov 2015 27.48606326% 2 Dec 2015 27.56856920% 2 Jan 2016 27.66910170% 2 Feb 2016 26.07306160% 2 Mar 2016 26.15775804% 2 Apr 2016 26.24319751% 2 May 2016 26.32938652% 2 Jun 2016 26.41633163% 2 Jul 2016 26.50403949% 2 Aug 2016 24.91251678% 2 Sep 2016 25.00177026% 2 Oct 2016 25.09180672% 2 Nov 2016 25.18263307% 2 Dec 2016 25.27425619% 2 Jan 2017 25.36668310% 2 Feb 2017 24.82936220% 2 Mar 2017 24.92341787% 2 Apr 2017 25.01829869% 2 May 2017 25.16471122% 2 Jun 2017 25.31252997% 2 Jul 2017 25.54302528% SCHEDULE 5 TO LEASE SCHEDULE OF NET SPECIALTY CASUALTY VALUES PART C Percentage of DATE Facility Cost 2 Oct 1989 15.90547718% 2 Nov 1989 16.22272060% 2 Dec 1989 16.54349771% 2 Jan 1990 16.83357439% 2 Feb 1990 19.58033018% 2 Mar 1990 19.92681163% 2 Apr 1990 20.27334493% 2 May 1990 20.59309119% 2 Jun 1990 20.91639849% 2 Jul 1990 21.21265899% 2 Aug 1990 26.21031234% 2 Sep 1990 26.60877672% 2 Oct 1990 26.98103385% 2 Nov 1990 27.35743829% 2 Dec 1990 27.73803628% 2 Jan 1991 27.93905974% 2 Feb 1991 28.29387659% 2 Mar 1991 28.65370780% 2 Apr 1991 29.00401256% 2 May 1991 29.33015111% 2 Jun 1991 29.65992080% 2 Jul 1991 29.96529457% 2 Aug 1991 30.27406745% 2 Sep 1991 30.58627681% 2 Oct 1991 30.87389364% 2 Nov 1991 31.16471054% 2 Dec 1991 31.45876313% 2 Jan 1992 31.72801994% 2 Feb 1992 32.00027126% 2 Mar 1992 32.27555043% 2 Apr 1992 32.54141671% 2 May 1992 32.79295408% 2 Jun 1992 33.04728744% 2 Jul 1992 33.28716274% 2 Aug 1992 33.52970345% 2 Sep 1992 33.77493921% 2 Oct 1992 34.00561486% 2 Nov 1992 34.23885270% 2 Dec 1992 34.47468122% 2 Jan 1993 35.49712410% 2 Feb 1993 35.72407921% 2 Mar 1993 35.95355439% 2 Apr 1993 36.18029345% 2 May 1993 36.39275151% 2 Jun 1993 36.60756721% 2 Jul 1993 36.80796838% 2 Aug 1993 37.01059214% 2 Sep 1993 37.21546320% 2 Oct 1993 37.40580815% 2 Nov 1993 37.59826287% 2 Dec 1993 37.79285080% 2 Jan 1994 37.97279724% 2 Feb 1994 38.15473680% 2 Mar 1994 38.33869159% 2 Apr 1994 38.52260581% 2 May 1994 38.69294982% 2 Jun 1994 38.86517899% 2 Jul 1994 39.02370704% 2 Aug 1994 39.18398789% 2 Sep 1994 39.34604097% 2 Oct 1994 39.49427871% 2 Nov 1994 39.64415376% 2 Dec 1994 39.79568424% 2 Jan 1995 39.93328130% 2 Feb 1995 40.07239624% 2 Mar 1995 40.21304586% 2 Apr 1995 40.35524714% 2 May 1995 40.48471509% 2 Jun 1995 40.61560939% 2 Jul 1995 40.73364366% 2 Aug 1995 40.85297614% 2 Sep 1995 40.97362115% 2 Oct 1995 41.08129106% 2 Nov 1995 41.19014279% 2 Dec 1995 41.30018939% 2 Jan 1996 41.39714187% 2 Feb 1996 41.49515585% 2 Mar 1996 41.59424300% 2 Apr 1996 41.69441512% 2 May 1996 41.78332351% 2 Jun 1996 41.87320273% 2 Jul 1996 41.95170280% 2 Aug 1996 42.03105698% 2 Sep 1996 42.11127463% 2 Oct 1996 42.18000454% 2 Nov 1996 42.24947877% 2 Dec 1996 42.31970544% 2 Jan 1997 42.37833210% 2 Feb 1997 42.43758955% 2 Mar 1997 42.49748462% 2 Apr 1997 42.55802421% 2 May 1997 42.60426407% 2 Jun 1997 42.65099542% 2 Jul 1997 42.68327227% 2 Aug 1997 45.11224095% 2 Sep 1997 45.19436472% 2 Oct 1997 45.26242884% 2 Nov 1997 45.33122721% 2 Dec 1997 45.40076781% 2 Jan 1998 45.45610744% 2 Feb 1998 45.51203843% 2 Mar 1998 45.56856715% 2 Apr 1998 45.62570005% 2 May 1998 45.66832177% 2 Jun 1998 45.71139178% 2 Jul 1998 45.73979298% 2 Aug 1998 45.76848304% 2 Sep 1998 45.79746495% 2 Oct 1998 45.81161987% 2 Nov 1998 45.82590370% 2 Dec 1998 45.84031761% 2 Jan 1999 45.85282660% 2 Feb 1999 45.86544533% 2 Mar 1999 45.87817477% 2 Apr 1999 45.89101587% 2 May 1999 45.90396963% 2 Jun 1999 45.91703702% 2 Jul 1999 45.93021905% 2 Aug 1999 45.94351673% 2 Sep 1999 45.95693106% 2 Oct 1999 45.97046307% 2 Nov 1999 45.98411379% 2 Dec 1999 45.99788427% 2 Jan 2000 46.01177555% 2 Feb 2000 46.02578869% 2 Mar 2000 46.03992477% 2 Apr 2000 46.05418486% 2 May 2000 46.06857005% 2 Jun 2000 46.08308144% 2 Jul 2000 46.09772013% 2 Aug 2000 46.11248724% 2 Sep 2000 46.12738390% 2 Oct 2000 46.14241124% 2 Nov 2000 46.15757041% 2 Dec 2000 46.17286257% 2 Jan 2001 46.18828889% 2 Feb 2001 46.20385053% 2 Mar 2001 46.21954870% 2 Apr 2001 46.23538457% 2 May 2001 46.25135938% 2 Jun 2001 46.26747432% 2 Jul 2001 46.28373064% 2 Aug 2001 46.30012956% 2 Sep 2001 46.31667235% 2 Oct 2001 46.33336027% 2 Nov 2001 46.35019458% 2 Dec 2001 46.36717658% 2 Jan 2002 46.38430755% 2 Feb 2002 46.40158881% 2 Mar 2002 46.41902168% 2 Apr 2002 46.43660747% 2 May 2002 46.45434755% 2 Jun 2002 46.47224325% 2 Jul 2002 46.49029594% 2 Aug 2002 46.50850700% 2 Sep 2002 46.52687783% 2 Oct 2002 46.54540982% 2 Nov 2002 46.56410438% 2 Dec 2002 46.58296294% 2 Jan 2003 46.60198695% 2 Feb 2003 45.22117785% 2 Mar 2003 45.24053710% 2 Apr 2003 45.26006619% 2 May 2003 45.27976660% 2 Jun 2003 45.29963983% 2 Jul 2003 45.32197913% 2 Aug 2003 43.94220258% 2 Sep 2003 43.96260345% 2 Oct 2003 43.98318328% 2 Nov 2003 44.00394366% 2 Dec 2003 44.02488616% 2 Jan 2004 44.05062144% 2 Feb 2004 43.84693299% 2 Mar 2004 43.86843151% 2 Apr 2004 43.89011863% 2 May 2004 43.91199600% 2 Jun 2004 43.93406530% 2 Jul 2004 43.95632820% 2 Aug 2004 43.97878641% 2 Sep 2004 44.00144164% 2 Oct 2004 44.02429561% 2 Nov 2004 44.04735008% 2 Dec 2004 44.07060680% 2 Jan 2005 44.09406754% 2 Feb 2005 44.10023409% 2 Mar 2005 44.12410827% 2 Apr 2005 44.14819189% 2 May 2005 44.17248678% 2 Jun 2005 44.19699481% 2 Jul 2005 44.22171784% 2 Aug 2005 44.22915776% 2 Sep 2005 44.25431646% 2 Oct 2005 44.27969588% 2 Nov 2005 44.30529795% 2 Dec 2005 44.33112461% 2 Jan 2006 44.35717784% 2 Feb 2006 44.10845963% 2 Mar 2006 44.13497199% 2 Apr 2006 44.16171693% 2 May 2006 44.18869649% 2 Jun 2006 44.21591274% 2 Jul 2006 44.24336775% 2 Aug 2006 43.99606361% 2 Sep 2006 44.02400244% 2 Oct 2006 44.05218637% 2 Nov 2006 44.08061755% 2 Dec 2006 44.10929815% 2 Jan 2007 44.13823035% 2 Feb 2007 43.84241637% 2 Mar 2007 43.87185843% 2 Apr 2007 43.90155877% 2 May 2007 43.93151967% 2 Jun 2007 43.96174340% 2 Jul 2007 43.99223228% 2 Aug 2007 43.69798863% 2 Sep 2007 43.72901480% 2 Oct 2007 43.76031315% 2 Nov 2007 43.79188607% 2 Dec 2007 43.82373597% 2 Jan 2008 43.85586528% 2 Feb 2008 43.28827645% 2 Mar 2008 43.32097196% 2 Apr 2008 43.35395429% 2 May 2008 43.38722597% 2 Jun 2008 43.42078953% 2 Jul 2008 43.45464754% 2 Aug 2008 42.88880257% 2 Sep 2008 42.92325723% 2 Oct 2008 42.95801415% 2 Nov 2008 42.99307599% 2 Dec 2008 43.02844541% 2 Jan 2009 43.06412512% 2 Feb 2009 41.85011784% 2 Mar 2009 41.88642631% 2 Apr 2009 41.92305330% 2 May 2009 41.96000161% 2 Jun 2009 41.99727406% 2 Jul 2009 42.03668300% 2 Aug 2009 40.82461228% 2 Sep 2009 40.86287430% 2 Oct 2009 40.90147198% 2 Nov 2009 40.94040826% 2 Dec 2009 40.97968613% 2 Jan 2010 41.02294781% 2 Feb 2010 39.81291784% 2 Mar 2010 39.85323852% 2 Apr 2010 39.89391292% 2 May 2010 39.93494415% 2 Jun 2010 39.97633533% 2 Jul 2010 40.02787404% 2 Aug 2010 38.81999463% 2 Sep 2010 38.86248473% 2 Oct 2010 38.90534759% 2 Nov 2010 38.94858647% 2 Dec 2010 38.99220467% 2 Jan 2011 39.05220379% 2 Feb 2011 36.69659065% 2 Mar 2011 36.74136690% 2 Apr 2011 36.78653596% 2 May 2011 36.83210128% 2 Jun 2011 36.87806632% 2 Jul 2011 36.94623544% 2 Aug 2011 34.59301050% 2 Sep 2011 34.64019590% 2 Oct 2011 34.68779525% 2 Nov 2011 34.73581217% 2 Dec 2011 34.78425033% 2 Jan 2012 34.86078167% 2 Feb 2012 32.51007342% 2 Mar 2012 32.55979760% 2 Apr 2012 32.60995800% 2 May 2012 32.66055843% 2 Jun 2012 32.71160277% 2 Jul 2012 32.78315112% 2 Aug 2012 30.43509498% 2 Sep 2012 30.48749454% 2 Oct 2012 30.54035377% 2 Nov 2012 30.59367673% 2 Dec 2012 30.64746747% 2 Jan 2013 30.71408922% 2 Feb 2013 29.56882788% 2 Mar 2013 29.62404675% 2 Apr 2013 29.67975004% 2 May 2013 29.73594200% 2 Jun 2013 29.79262691% 2 Jul 2013 29.86216822% 2 Aug 2013 28.71985206% 2 Sep 2013 28.77804194% 2 Oct 2013 28.83674230% 2 Nov 2013 28.89595762% 2 Dec 2013 28.95569242% 2 Jan 2014 29.02831038% 2 Feb 2014 27.58909785% 2 Mar 2014 27.65041859% 2 Apr 2014 27.71227728% 2 May 2014 27.77467864% 2 Jun 2014 27.83762743% 2 Jul 2014 27.91502387% 2 Aug 2014 26.47908197% 2 Sep 2014 26.54370202% 2 Oct 2014 26.60888897% 2 Nov 2014 26.67464779% 2 Dec 2014 26.74098349% 2 Jan 2015 26.82335003% 2 Feb 2015 25.39085473% 2 Mar 2015 25.45895162% 2 Apr 2015 25.52764590% 2 May 2015 25.59694282% 2 Jun 2015 25.66684767% 2 Jul 2015 25.75281466% 2 Aug 2015 24.32395139% 2 Sep 2015 24.39571219% 2 Oct 2015 24.46810252% 2 Nov 2015 24.54112791% 2 Dec 2015 24.61479393% 2 Jan 2016 24.70455509% 2 Feb 2016 23.27951929% 2 Mar 2016 23.35514111% 2 Apr 2016 23.43142635% 2 May 2016 23.50838082% 2 Jun 2016 23.58601038% 2 Jul 2016 23.66432097% 2 Aug 2016 22.24331855% 2 Sep 2016 22.32300916% 2 Oct 2016 22.40339886% 2 Nov 2016 22.48449381% 2 Dec 2016 22.56630017% 2 Jan 2017 22.64882420% 2 Feb 2017 22.16907339% 2 Mar 2017 22.25305167% 2 Apr 2017 22.33776669% 2 May 2017 22.46849216% 2 Jun 2017 22.60047319% 2 Jul 2017 22.80627257% SCHEDULE 5 TO LEASE SCHEDULE OF NET SPECIALTY CASUALTY VALUES PART D Percentage of DATE Facility Cost 2 Oct 1989 17.36347925% 2 Nov 1989 17.70980332% 2 Dec 1989 18.05998500% 2 Jan 1990 18.37665204% 2 Feb 1990 21.37519378% 2 Mar 1990 21.75343603% 2 Apr 1990 22.13173488% 2 May 1990 22.48079122% 2 Jun 1990 22.83373502% 2 Jul 1990 23.15715273% 2 Aug 1990 28.61292430% 2 Sep 1990 29.04791459% 2 Oct 1990 29.45429529% 2 Nov 1990 29.86520347% 2 Dec 1990 30.28068961% 2 Jan 1991 30.50014022% 2 Feb 1991 30.88748194% 2 Mar 1991 31.28029768% 2 Apr 1991 31.66271371% 2 May 1991 32.01874830% 2 Jun 1991 32.37874687% 2 Jul 1991 32.71211324% 2 Aug 1991 33.04919030% 2 Sep 1991 33.39001885% 2 Oct 1991 33.70400056% 2 Nov 1991 34.02147567% 2 Dec 1991 34.34248308% 2 Jan 1992 34.63642177% 2 Feb 1992 34.93362946% 2 Mar 1992 35.23414255% 2 Apr 1992 35.52437991% 2 May 1992 35.79897487% 2 Jun 1992 36.07662212% 2 Jul 1992 36.33848599% 2 Aug 1992 36.60325960% 2 Sep 1992 36.87097530% 2 Oct 1992 37.12279622% 2 Nov 1992 37.37741420% 2 Dec 1992 37.63486033% 2 Jan 1993 38.75102714% 2 Feb 1993 38.99878647% 2 Mar 1993 39.24929688% 2 Apr 1993 39.49682035% 2 May 1993 39.72875373% 2 Jun 1993 39.96326087% 2 Jul 1993 40.18203215% 2 Aug 1993 40.40322975% 2 Sep 1993 40.62688066% 2 Oct 1993 40.83467390% 2 Nov 1993 41.04477030% 2 Dec 1993 41.25719546% 2 Jan 1994 41.45363699% 2 Feb 1994 41.65225434% 2 Mar 1994 41.85307165% 2 Apr 1994 42.05384468% 2 May 1994 42.23980355% 2 Jun 1994 42.42782040% 2 Jul 1994 42.60088019% 2 Aug 1994 42.77585345% 2 Sep 1994 42.95276139% 2 Oct 1994 43.11458759% 2 Nov 1994 43.27820119% 2 Dec 1994 43.44362196% 2 Jan 1995 43.59383209% 2 Feb 1995 43.74569923% 2 Mar 1995 43.89924173% 2 Apr 1995 44.05447813% 2 May 1995 44.19581397% 2 Jun 1995 44.33870692% 2 Jul 1995 44.46756100% 2 Aug 1995 44.59783229% 2 Sep 1995 44.72953642% 2 Oct 1995 44.84707607% 2 Nov 1995 44.96590588% 2 Dec 1995 45.08604008% 2 Jan 1996 45.19187987% 2 Feb 1996 45.29887847% 2 Mar 1996 45.40704861% 2 Apr 1996 45.51640317% 2 May 1996 45.61346150% 2 Jun 1996 45.71157965% 2 Jul 1996 45.79727556% 2 Aug 1996 45.88390387% 2 Sep 1996 45.97147480% 2 Oct 1996 46.04650496% 2 Nov 1996 46.12234766% 2 Dec 1996 46.19901177% 2 Jan 1997 46.26301254% 2 Feb 1997 46.32770193% 2 Mar 1997 46.39308738% 2 Apr 1997 46.45917643% 2 May 1997 46.50965494% 2 Jun 1997 46.56067000% 2 Jul 1997 46.59590556% 2 Aug 1997 49.24752970% 2 Sep 1997 49.33718149% 2 Oct 1997 49.41148482% 2 Nov 1997 49.48658970% 2 Dec 1997 49.56250486% 2 Jan 1998 49.62291729% 2 Feb 1998 49.68397529% 2 Mar 1998 49.74568581% 2 Apr 1998 49.80805589% 2 May 1998 49.85458460% 2 Jun 1998 49.90160269% 2 Jul 1998 49.93260734% 2 Aug 1998 49.96392732% 2 Sep 1998 49.99556590% 2 Oct 1998 50.01101836% 2 Nov 1998 50.02661154% 2 Dec 1998 50.04234672% 2 Jan 1999 50.05600237% 2 Feb 1999 50.06977782% 2 Mar 1999 50.08367412% 2 Apr 1999 50.09769232% 2 May 1999 50.11183351% 2 Jun 1999 50.12609875% 2 Jul 1999 50.14048913% 2 Aug 1999 50.15500576% 2 Sep 1999 50.16964974% 2 Oct 1999 50.18442218% 2 Nov 1999 50.19932422% 2 Dec 1999 50.21435699% 2 Jan 2000 50.22952164% 2 Feb 2000 50.24481932% 2 Mar 2000 50.26025121% 2 Apr 2000 50.27581847% 2 May 2000 50.29152230% 2 Jun 2000 50.30736391% 2 Jul 2000 50.32334448% 2 Aug 2000 50.33946524% 2 Sep 2000 50.35572742% 2 Oct 2000 50.37213227% 2 Nov 2000 50.38868103% 2 Dec 2000 50.40537497% 2 Jan 2001 50.42221537% 2 Feb 2001 50.43920350% 2 Mar 2001 50.45634066% 2 Apr 2001 50.47362816% 2 May 2001 50.49106732% 2 Jun 2001 50.50865947% 2 Jul 2001 50.52640595% 2 Aug 2001 50.54430810% 2 Sep 2001 50.56236732% 2 Oct 2001 50.58058496% 2 Nov 2001 50.59896242% 2 Dec 2001 50.61750110% 2 Jan 2002 50.63620241% 2 Feb 2002 50.65506778% 2 Mar 2002 50.67409867% 2 Apr 2002 50.69329649% 2 May 2002 50.71266274% 2 Jun 2002 50.73219888% 2 Jul 2002 50.75190640% 2 Aug 2002 50.77178681% 2 Sep 2002 50.79184163% 2 Oct 2002 50.81207239% 2 Nov 2002 50.83248061% 2 Dec 2002 50.85306788% 2 Jan 2003 50.87383575% 2 Feb 2003 49.36645249% 2 Mar 2003 49.38758633% 2 Apr 2003 49.40890559% 2 May 2003 49.43041187% 2 Jun 2003 49.45210681% 2 Jul 2003 49.47649388% 2 Aug 2003 47.97023782% 2 Sep 2003 47.99250877% 2 Oct 2003 48.01497508% 2 Nov 2003 48.03763850% 2 Dec 2003 48.06050072% 2 Jan 2004 48.08859507% 2 Feb 2004 47.86623518% 2 Mar 2004 47.88970440% 2 Apr 2004 47.91337950% 2 May 2004 47.93726230% 2 Jun 2004 47.96135462% 2 Jul 2004 47.98565829% 2 Aug 2004 48.01017516% 2 Sep 2004 48.03490712% 2 Oct 2004 48.05985604% 2 Nov 2004 48.08502384% 2 Dec 2004 48.11041242% 2 Jan 2005 48.13602373% 2 Feb 2005 48.14275555% 2 Mar 2005 48.16881819% 2 Apr 2005 48.19510948% 2 May 2005 48.22163140% 2 Jun 2005 48.24838600% 2 Jul 2005 48.27537531% 2 Aug 2005 48.28349722% 2 Sep 2005 48.31096214% 2 Oct 2005 48.33866800% 2 Nov 2005 48.36661693% 2 Dec 2005 48.39481103% 2 Jan 2006 48.42325248% 2 Feb 2006 48.15173510% 2 Mar 2006 48.18067776% 2 Apr 2006 48.20987432% 2 May 2006 48.23932700% 2 Jun 2006 48.26903807% 2 Jul 2006 48.29900979% 2 Aug 2006 48.02903611% 2 Sep 2006 48.05953600% 2 Oct 2006 48.09030345% 2 Nov 2006 48.12134083% 2 Dec 2006 48.15265048% 2 Jan 2007 48.18423480% 2 Feb 2007 47.86130454% 2 Mar 2007 47.89344545% 2 Apr 2007 47.92586832% 2 May 2007 47.95857564% 2 Jun 2007 47.99156988% 2 Jul 2007 48.02485357% 2 Aug 2007 47.70363759% 2 Sep 2007 47.73750782% 2 Oct 2007 47.77167519% 2 Nov 2007 47.80614229% 2 Dec 2007 47.84091177% 2 Jan 2008 47.87598626% 2 Feb 2008 47.25636846% 2 Mar 2008 47.29206106% 2 Apr 2008 47.32806677% 2 May 2008 47.36438835% 2 Jun 2008 47.40102857% 2 Jul 2008 47.43799023% 2 Aug 2008 46.82027614% 2 Sep 2008 46.85788914% 2 Oct 2008 46.89583211% 2 Nov 2008 46.93410796% 2 Dec 2008 46.97271957% 2 Jan 2009 47.01166992% 2 Feb 2009 45.68637864% 2 Mar 2009 45.72601539% 2 Apr 2009 45.76599985% 2 May 2009 45.80633509% 2 Jun 2009 45.84702418% 2 Jul 2009 45.89004561% 2 Aug 2009 44.56686841% 2 Sep 2009 44.60863778% 2 Oct 2009 44.65077358% 2 Nov 2009 44.69327902% 2 Dec 2009 44.73615736% 2 Jan 2010 44.78338469% 2 Feb 2010 43.46243531% 2 Mar 2010 43.50645205% 2 Apr 2010 43.55085494% 2 May 2010 43.59564736% 2 Jun 2010 43.64083274% 2 Jul 2010 43.69709583% 2 Aug 2010 42.37849414% 2 Sep 2010 42.42487916% 2 Oct 2010 42.47167112% 2 Nov 2010 42.51887356% 2 Dec 2010 42.56649010% 2 Jan 2011 42.63198914% 2 Feb 2011 40.06044479% 2 Mar 2011 40.10932553% 2 Apr 2011 40.15863509% 2 May 2011 40.20837723% 2 Jun 2011 40.25855573% 2 Jul 2011 40.33297369% 2 Aug 2011 37.76403646% 2 Sep 2011 37.81554719% 2 Oct 2011 37.86750981% 2 Nov 2011 37.91992829% 2 Dec 2011 37.97280661% 2 Jan 2012 38.05635332% 2 Feb 2012 35.49016348% 2 Mar 2012 35.54444571% 2 Apr 2012 35.59920415% 2 May 2012 35.65444295% 2 Jun 2012 35.71016636% 2 Jul 2012 35.78827331% 2 Aug 2012 33.22497869% 2 Sep 2012 33.28218154% 2 Oct 2012 33.33988620% 2 Nov 2012 33.39809710% 2 Dec 2012 33.45681865% 2 Jan 2013 33.52954740% 2 Feb 2013 32.27930377% 2 Mar 2013 32.33958437% 2 Apr 2013 32.40039379% 2 May 2013 32.46173668% 2 Jun 2013 32.52361771% 2 Jul 2013 32.59953364% 2 Aug 2013 31.35250517% 2 Sep 2013 31.41602912% 2 Oct 2013 31.48011034% 2 Nov 2013 31.54475374% 2 Dec 2013 31.60996423% 2 Jan 2014 31.68923883% 2 Feb 2014 30.11809849% 2 Mar 2014 30.18504029% 2 Apr 2014 30.25256936% 2 May 2014 30.32069085% 2 Jun 2014 30.38940994% 2 Jul 2014 30.47390106% 2 Aug 2014 28.90633115% 2 Sep 2014 28.97687471% 2 Oct 2014 29.04803713% 2 Nov 2014 29.11982384% 2 Dec 2014 29.19224031% 2 Jan 2015 29.28215712% 2 Feb 2015 27.71834975% 2 Mar 2015 27.79268885% 2 Apr 2015 27.86768011% 2 May 2015 27.94332925% 2 Jun 2015 28.01964204% 2 Jul 2015 28.11348934% 2 Aug 2015 26.55364693% 2 Sep 2015 26.63198581% 2 Oct 2015 26.71101192% 2 Nov 2015 26.79073130% 2 Dec 2015 26.87115004% 2 Jan 2016 26.96913931% 2 Feb 2016 25.41347522% 2 Mar 2016 25.49602905% 2 Apr 2016 25.57930710% 2 May 2016 25.66331573% 2 Jun 2016 25.74806133% 2 Jul 2016 25.83355039% 2 Aug 2016 24.28228942% 2 Sep 2016 24.36928500% 2 Oct 2016 24.45704376% 2 Nov 2016 24.54557241% 2 Dec 2016 24.63487769% 2 Jan 2017 24.72496642% 2 Feb 2017 24.20123845% 2 Mar 2017 24.29291474% 2 Apr 2017 24.38539530% 2 May 2017 24.52810394% 2 Jun 2017 24.67218323% 2 Jul 2017 24.89684756% Schedule U3S Schedule A-1 to Appendix A COLLATERAL TRUST INDENTURE dated as of July 1, 1997 among W3A FUNDING CORPORATION, ENTERGY LOUISIANA, INC. (formerly Louisiana Power & Light Company) and BANKERS TRUST COMPANY, as Trustee ___________ Providing for the Issuance from Time to Time of Securities To Be Issued in One or More Series Issuance of Securities in connection with the Lease of Three Undivided Interests in Unit No. 3 of the Waterford Steam Electric Generating Station St. Charles Parish, Louisiana W3A FUNDING CORPORATION ENTERGY LOUISIANA, INC. Reconciliation and tie between Indenture dated as of July 1, 1997 and Trust Indenture Act of 1939 Section Section of Act of Indenture 310(a)(1) 9.09 (2) 9.09 (3) 9.15(b)(2) (4) Inapplicable (5) 9.09 (b) 9.08, 9.10 (c) 9.13 311(a) 9.13 (b) 9.13 (c) Inapplicable 312(a) 10.01 (b) 10.01 (c) 10.01 313(a) 10.02 (b) 10.02 (c) 10.02 (d) 10.02 314(a) 10.02 (b) 5.06 (c)(1) 1.02 (2) 1.02 (3) 2.04(g)(i) (d)(1) 5.11 (2) Inapplicable (3) 2.04(g)(ii) (e) 1.02 315(a) 9.01, 9.03 (b) 9.02 (c) 9.01 (d)(1) 9.01 (2) 9.01 (3) 9.01 (e) 8.10 316(a)(1)(A) 8.07 (B) 8.08 (2) Inapplicable (a)(last sentence) 1.01 ("Outstanding") (b) 8.11 317(a)(1) 8.05(a) (2) 8.05(d) (b) 5.03 9.14(a) 318(a) 1.07 ____________________ Bond: This reconciliation and tie shall not, for any purpose, be deemed to constitute a part of the Indenture. COLLATERAL TRUST INDENTURE Collateral Trust Indenture, dated as of July 1, 1997, among W3A Funding Corporation, a Delaware corporation (the "Company"), having its principal office and mailing address at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, Entergy Louisiana, Inc. (formerly Louisiana Power & Light Company), a Louisiana corporation ("ELI"), having its principal office and mailing address at 639 Loyola Avenue, New Orleans, Louisiana 70113 and Bankers Trust Company, a New York banking corporation, not in its individual capacity but solely as trustee (hereinafter called the "Trustee") having its corporate trust office at Four Albany Street, New York, New York 10006. RECITALS Whereas, the Company has duly authorized the creation of an issue of its bonds, notes or other evidences of indebtedness to be issued in one or more series (the "Securities") up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture; and to secure the Securities and to provide for the authentication and delivery thereof by the Trustee, the Company has duly authorized the execution and delivery of this Indenture; and Whereas, all acts necessary to make this Indenture a valid instrument for the security of the Securities, in accordance with its and their terms, have been done; Now, Therefore, This Indenture Witnesseth, that, to secure the payment of the principal of and premium, if any, and interest on all the Securities authenticated and delivered hereunder and issued by the Company and outstanding, and the performance of the covenants therein and herein contained, and in consideration of the premises and of the covenants herein contained and of the purchase of the Securities by the holders thereof, and of the sum of one dollar ($1.00) paid to the Company by the Trustee at or before the delivery hereof, the receipt whereof is hereby acknowledged, the Company by these presents does grant, bargain, sell, release, convey, assign, pledge, transfer, mortgage, hypothecate and confirm unto the Trustee all and singular the following (which collectively are hereinafter called the "Pledged Property"), excluding, in any event, any moneys which are specifically stated herein not to constitute part of the Pledged Property, to wit: GRANTING CLAUSES All Pledged Lessor Bonds (as hereinafter defined) as shall be actually pledged and assigned by the Company to the Trustee pursuant to the Series Supplemental Indentures or other supplemental indentures to be executed and delivered as provided in this Indenture, together with the interest of the Company, if any, in the Lease Indentures (as hereinafter defined) securing said Pledged Lessor Bonds; and Any property, including cash, that may, from time to time, hereafter be subjected to the lien and/or pledge hereof by the Company or which, pursuant to any provision of this Indenture or any Series Supplemental Indenture or other supplemental indentures to be executed and delivered as provided in this Indenture, may become subjected to the lien and/or pledge hereof; and the Trustee is hereby authorized to receive the same at any time as additional security hereunder; such subjection to the lien hereof of any such property as additional security may be made subject to any reservations, limitations or conditions which shall be set forth in a written instrument executed by the Company and/or by the Trustee respecting the scope or priority of such lien and/or pledge or the use and disposition of such property or the proceeds thereof; To Have and to Hold the Pledged Property unto the Trustee and its successors and assigns forever subject to the terms of this Indenture, including, without limitation, Section 12.01; But In Trust, Nevertheless, for the equal and proportionate benefit and security of the holders from time to time of all the Securities authenticated and delivered hereunder and issued by the Company and outstanding, without any priority of any one Security over any other; And Upon The Trusts and subject to the covenants and conditions hereinafter set forth. ARTICLE ONE Definitions and Other Provisions of General Application Section 1.01. Definitions. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: (1) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular; (2) all other terms used herein which are defined in the Trust Indenture Act (as hereinafter defined), either directly or by reference therein, have the meanings assigned to them therein; (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles; (4) all reference in this Indenture to designated "Articles", "Sections" and other subdivisions are to the designated Articles, Sections and other subdivisions of this Indenture; and (5) the words "herein", "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. Certain terms, used principally in Article Nine, are defined in that Article. "Act", when used with respect to any Holder, has the meaning specified in Section 1.04. "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control", when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Authenticating Agent" means any Person acting as Authenticating Agent hereunder pursuant to Section 9.14. "Authorized Agent" means any Paying Agent or Security Registrar or Authenticating Agent or other agent appointed by the Trustee in accordance with this Indenture to perform any function which this Indenture authorizes the Trustee or such agent to perform. "Board of Directors" means, when used with respect to the Company, the board of directors of the Company and, when used with respect to ELI, the board of directors of ELI, or, in either case, any committee of that board duly authorized to act for it hereunder. "Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company or ELI, as the case may be, to have been duly adopted by the Board of Directors of such entity and to be in full force and effect on the date of such certification, and delivered to the Trustee. "Business Day" means any day other than a Saturday or Sunday or other day on which banks in New Orleans, Louisiana, New York, New York or any other city in which any Corporate Trust Office (as defined in the respective Lease Indentures) of a Lease Indenture Trustee is located, are authorized or obligated to be closed. "Change" with respect to any instrument means any consent, amendment, waiver, approval, notice or direction or the execution, grant or giving of any thereof. "Commission" means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, or if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such date. "Company" means the Person named as the "Company" in the first paragraph of this instrument until a successor corporation shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Company" shall mean such successor corporation. "Company Request" or "Company Order" means a written request or order, as the case may be, signed in the name of the Company by its President or one of its Vice Presidents, and by its Treasurer, Secretary, or one of its Assistant Treasurers or Assistant Secretaries, and delivered to the Trustee. "Corporate Trust Office" means the principal office of the Trustee at which at any particular time corporate trust business of the Trustee shall be administered, which at the date of this Indenture is Four Albany Street, New York, New York 10006, Attention: Corporate Trust & Agency Group-Public Utilities Group, or such other office as may be designated by the Trustee to the Company, ELI and each Securityholder. "ELI" shall mean Entergy Louisiana, Inc. (formerly Louisiana Power & Light Company), a Louisiana corporation, and its permitted successors and assigns. "ELI Request" means a written request or order, signed in the name of ELI by its President or one of its Vice Presidents or Assistant Vice Presidents and by its Treasurer or Secretary or one of its Assistant Treasurers or Assistant Secretaries or any authorized agent of ELI, and delivered to the Trustee. "Event of Default" has the meaning specified in Section 8.01. "Holder" or "Securityholder" means a Person in whose name a Security is registered in the Security Register. "Indenture" means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof. "Installment Payment Amount", when used with respect to any Security the principal of which is payable in installments without presentment or surrender, means the amount of the installment payment of principal due and payable on each Installment Payment Date other than the Stated Maturity date thereof. "Installment Payment Date", when used with respect to any Security the principal of which is payable in installments without presentment or surrender, means each date on which an installment payment of principal is due and payable on such Security, as set forth in the Series Supplemental Indenture creating the Securities of such series. "Lease" means each Lease identified in Exhibit A hereto, as such Lease may be amended or supplemented from time to time pursuant to the applicable provisions thereof; "Leases" means each and every Lease. "Lease Indenture" means each Lease Indenture identified in Exhibit A hereto, as such Lease Indenture may be amended or supplemented from time to time pursuant to the applicable provisions thereof; "Lease Indentures" means each and every Lease Indenture. "Lease Indenture Estate" shall mean the "Indenture Estate" as defined in each Lease Indenture. "Lease Indenture Trustee" means each Lease Indenture Trustee identified in Exhibit A hereto, until a successor Lease Indenture Trustee shall have become such pursuant to the applicable provisions of the Lease Indenture to which such Lease Indenture Trustee is a party, and thereafter "Lease Indenture Trustee" means the successor Lease Indenture Trustee; "Lease Indenture Trustees" means each and every Lease Indenture Trustee. "Lease Payments" with respect to any Lease shall mean amounts payable under such Lease in respect of (i) basic rent, (ii) casualty value, (iii) special casualty value, (iv) any amount determined by reference to casualty value or special casualty value or (v) any other amounts payable in connection with termination of such Lease, in each case as more fully described in and assigned pursuant to the related Lease Indenture; "Lease Payments" with respect to all Leases means the aggregate of Lease Payments under any and all Leases. "Lessor" or "Owner Trustee" means any Lessor or Owner Trustee identified in Exhibit A hereto, until a successor shall have become such pursuant to the applicable provisions of the related Trust Agreement identified in such schedule, and thereafter "Lessor" or "Owner Trustee" means such successor; "Lessors" or "Owner Trustees" means each and every Lessor or Owner Trustee. "Lessor Bond" means any bond issued by a Lessor under a Lease Indenture. "Lien of this Indenture" or "lien hereof" means the lien and security interest created by these presents, or created by any concurrent or subsequent conveyance to the Trustee (whether made by the Company or any other Person and whether pursuant to a Series Supplemental Indenture or otherwise), or otherwise created, making any property a part of the Pledged Property held by the Trustee for the benefit of the Securities Outstanding hereunder. "Obligor", when used with reference to the Securities or this Indenture, means ELI and any successor to the obligations of ELI under a Lease, and does not include the Trustee, a Lease Indenture Trustee, an Owner Trustee or an Owner Participant so long as they have not assumed such obligations; provided, however, that no reference to ELI as an Obligor herein shall be construed as implying any guaranty or assumption of the Securities or the obligations represented thereby by ELI. "Officers' Certificate" means a certificate signed by the President or any Vice President and the Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary of ELI, any Lessor or the Company, as the case may be, and delivered to the Trustee. "Opinion of Counsel" means a written opinion of counsel for any Person either expressly referred to herein or otherwise satisfactory to the Trustee which may include, without limitation, counsel to the Company, any Lessor, any Lease Indenture Trustee, any Owner Participant or ELI, whether or not such counsel is an employee of any of them. "Outstanding," when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except: (i) Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation; (ii) Securities or portions thereof deemed to have been paid within the meaning of Section 12.01 hereof; and (iii) Securities which have been paid pursuant to Section 2.09 or in exchange for or in lieu of which other Securities have been issued, authenticated and delivered pursuant to this Indenture, other than any Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; provided, however, that in determining whether or not the Holders of the requisite principal amount of the Securities Outstanding under this Indenture, or the Outstanding Securities of any series, have given any request, demand, authorization, direction, notice, consent or waiver hereunder or whether or not a quorum is present at a meeting of Holders, Securities owned by the Company or ELI, or any Affiliate of either thereof, unless such Persons own all Securities Outstanding under this Indenture, or all Outstanding Securities of each such series, as the case may be, shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver or upon any such determination as to the presence of a quorum, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded; provided, however, that Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is not the Company or ELI, or any Affiliate of either thereof. "Owner Participant" means any Owner Participant identified in Exhibit A hereto, until a transferee, successor or assignee thereof shall have become such pursuant to the applicable provisions of the Participation Agreement to which such Owner Participant is a party, and thereafter "Owner Participant" means such transferee, successor or assignee; "Owner Participants" means each and every Owner Participant. "Participation Agreement" means each Participation Agreement identified in Exhibit A hereto as such Participation Agreement may be amended from time to time pursuant to the applicable provisions thereof; "Participation Agreements" means each and every Participation Agreement. "Paying Agent" means any Person acting as Paying Agent hereunder pursuant to Section 9.14. "Person" means any individual, partnership, corporation, trust, unincorporated association or joint venture, a government or any department or agency thereof, or any other entity. "Place of Payment", when used with respect to the Securities of any series, means the office or agency maintained pursuant to Section 5.02 and such other place or places, if any, where the principal of and premium, if any, and interest on the Securities of such series are payable as specified in the Series Supplemental Indenture setting forth the terms of the Securities of such series. "Pledged Lessor Bond" means each Lessor Bond identified in a schedule to a Series Supplemental Indenture, as such Lessor Bond may be amended or supplemented from time to time pursuant to the applicable provisions thereof, of the related Lease Indenture and of this Indenture; "Pledged Lessor Bonds" means each and every Pledged Lessor Bond. "Pledged Property" has the meaning set forth in the Granting Clauses. "Predecessor Securities" of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; for the purposes of this definition, any Security authenticated and delivered under Section 2.09 in lieu of a lost, destroyed or stolen Security shall be deemed to evidence the same debt as the lost, destroyed or stolen Security. "Redeemed Securities" shall have the meaning specified in Section 7.02. "Redemption Date", when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture. "Redemption Price", when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture and the terms of such Security. "Regular Record Date" for the Stated Maturity of any installment of interest on the Securities of any series or for the Installment Payment Date of any installment of principal of the Securities and any series for which principal is payable from time to time without presentation or surrender means the 15th day (whether or not a Business Day) of the month preceding the month in which such Stated Maturity or Installment Payment Date, as the case may be, occurs, or any other date specified for such purpose in the Series Supplemental Indenture setting forth the terms of the Securities of such series. "Responsible Officer" shall mean when used with respect to the Trustee, any officer within the Corporate Trust Office of the Trustee including any Vice President, Assistant Vice President, Secretary, Assistant Secretary, Managing Director or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject. "Security" or "Securities" shall have the meaning set forth in the recitals hereto. "Security Register" has the meaning specified in Section 2.08. "Security Registrar" means any Person acting as Security Registrar hereunder pursuant to Section 9.14. "Series Supplemental Indenture" means an indenture supplemental to this Indenture, for the purpose of, among other things, specifying, in accordance with Article Two hereof, the form and terms of the Securities of any series and/or for the purpose of, among other things, subjecting to the Lien of this Indenture the Pledged Lessor Bonds related to such series; "Series Supplemental Indentures" means each and every Series Supplemental Indenture. "Sinking Fund" has the meaning specified in Section 7.02. "Sinking Fund Redemption Date" shall have the meaning specified in Section 7.02. "Sinking Fund Requirements" shall have the meaning specified in Section 7.02. "Special Record Date" for the payment of any defaulted interest or any defaulted Installment Payment Amount means a date fixed by the Trustee pursuant to Section 2.10. "Stated Maturity", when used with respect to the principal of any Security or any installment of interest thereon, means the date specified in such Security as the fixed date on which such principal or such installment of interest is due and payable; provided, however, that, with respect to any Security the principal of which is payable in installments without presentment or surrender, Stated Maturity shall mean the date specified in such Security as the fixed date on which the final payment of principal of such Security is due and payable. "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed, except as provided in Section 11.06. "Trustee" means the Person named as the "Trustee" in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean such successor Trustee. Section 1.02. Compliance Certificates and Opinions. Upon any application or request by the Company, any Lessor or ELI to the Trustee to take any action under any provision of this Indenture, the Company, such Lessor or ELI, as the case may be, shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than certificates provided pursuant to Section 10.02 herein) shall include: (a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions therein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. Section 1.03. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Company, of any Lessor or of ELI may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company, of any Lessor or of ELI, as the case may be, stating that the information with respect to such factual matters is in the possession of the Company, such Lessor or ELI, as the case may be, unless such counsel knows that the certificate or opinion or representations with respect to such matters are erroneous. Any Opinion of Counsel stated to be based on the opinion of other counsel shall be accompanied by a copy of such other opinion. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. Section 1.04. Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing or, alternatively, may be embodied in and evidenced by the record of Holders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders duly called and held in accordance with the provisions of Article Thirteen, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record, or both, are delivered to the Trustee and, where it is hereby expressly required, to the Company and to ELI. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments and so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 9.01) conclusive in favor of the Trustee, the Company and ELI, if made in the manner provided in this Section. The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or other such officer. If such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. (c) The principal amount and serial numbers of Securities held by any Person, and the date or dates of holding the same, shall be proved by the Security Register and the Trustee shall not be affected by notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall bind the Holder of every Security issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Security. (e) Until such time as written instruments shall have been delivered with respect to the requisite percentage of principal amount of Securities for the action contemplated by such instruments, any such instrument executed and delivered by or on behalf of the Holder of any Security may be revoked with respect to any or all of such Securities by written notice by such Holder or any subsequent Holder, proven in the manner in which such instrument was proven. (f) Securities of any series authenticated and delivered after any Act of Holders may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any action taken by such Act of Holders. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to such action may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. Section 1.05. Notices, etc., to Trustee, Company and ELI. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (a) the Trustee by any Holder, by the Company, by ELI or by an Authorized Agent shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, or (b) the Company by the Trustee, by any Holder, by ELI or by an Authorized Agent shall be sufficient for every purpose hereunder if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee and ELI by the Company for such purpose, or (c) ELI by the Trustee, by any Holder, by the Company or by an Authorized Agent shall be sufficient for every purpose hereunder if in writing and mailed, first-class postage prepaid, to ELI addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee and the Company by ELI for such purpose. Section 1.06. Notices to Holders; Waiver. Except as otherwise expressly provided herein, where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at such Holder's address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice to Holders, then such notification as shall be made by overnight courier at the expense of the Company shall constitute a sufficient notification for every purpose hereunder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders, and any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given. Section 1.07. Conflict with Trust Indenture Act. If any provision of this Indenture limits, qualifies or conflicts with another provision hereof which is required to be included in this Indenture by, or is otherwise governed by, any provision of the Trust Indenture Act, such required or governed provision shall control; and if any provision hereof otherwise conflicts with the Trust Indenture Act, the Trust Indenture Act shall control. Section 1.08. Effect of Heading and Table of Contents. The Article and Section headings in this Indenture and the Table of Contents are for convenience only and shall not affect the construction hereof. Section 1.09. Successors and Assigns. All covenants, agreements, representations and warranties in this Indenture by the Company, ELI and the Trustee, shall bind and, to the extent permitted hereby, shall inure to the benefit of and be enforceable by their respective successors and assigns, whether so expressed or not. Section 1.10. Separability Clause. In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 1.11. Benefits of Indenture. Nothing in this Indenture or in the Securities, expressed or implied, shall give to any Person, other than the parties hereto and their successors hereunder, or the Holders of Securities as expressly provided herein, any benefit or any legal or equitable right, remedy or claim under this Indenture. Section 1.12. Governing Law. This Indenture and each Security are being and will be executed and delivered in the State of New York, shall be deemed to be contracts made in such State and for all purposes shall be construed in accordance with and governed by the laws of the State of New York, except to the extent that laws of other jurisdictions are mandatorily applicable. Section 1.13. Legal Holidays. In any case where any Redemption Date, Installment Payment Date or the Stated Maturity of principal of or any installment of interest on any Security, or any date on which any defaulted interest or principal is proposed to be paid, shall not be a Business Day, then (notwithstanding any other provision of this Indenture or such Security) payment of interest and/or principal and premium, if any, shall be due and payable on the next succeeding Business Day with the same force and effect as if made on or at such nominal Redemption Date, Stated Maturity, Installment Payment Date or date on which the defaulted interest or principal is proposed to be paid, and no interest shall accrue on the amount so payable for the period from and after such Redemption Date, Stated Maturity, Installment Payment Date or date for the payment of defaulted interest or principal, as the case may be. ARTICLE TWO The Securities Section 2.01. Form of Security to Be Established by Series Supplemental Indenture. The Securities of each series shall be substantially in the form (not inconsistent with this Indenture, including Section 2.05 hereof) established in the Series Supplemental Indenture relating to the Securities of such series. Section 2.02. Form of Trustee's Authentication. The Trustee's certificate of authentication on all Securities shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within mentioned Indenture. ________________________________________________ as Trustee By______________________________________________ Authorized Officer Dated Section 2.03. Amount Unlimited; Issuable in Series; Limitations on Issuance. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in one or more Series Supplemental Indentures, prior to the issuance of Securities of any series: (1) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities) and the form or forms of Securities of such series; (2) any limit upon the aggregate principal amount of the Securities of such series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Section 2.07, 2.08, 2.09, 6.06 or 11.07 and except for Securities which pursuant to Section 2.04 hereof, are deemed never to have been authenticated and delivered hereunder); (3) the date on which the principal of the Securities of such series is payable and the date or dates on or as of which the Securities of such series shall be dated, if other than as provided in Section 2.13; (4) the rate at which the Securities of such series shall bear interest, or the method by which such rate shall be determined, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and the Regular Record Date for the determination of Holders to whom interest is payable; and the basis of computation of interest, if other than as provided in Section 2.13; (5) if other than as provided in Section 5.02, the place or places where (1) the principal of and premium, if any, and interest on Securities of such series shall be payable, (2) Securities of such series may be surrendered for registration of transfer or exchange and (3) notices and demands to or upon the Company in respect of the Securities of such series and this Indenture may be served; and, if such is the case, the circumstances under which the principal of such Securities shall be payable without presentment or surrender; (6) the price or prices at which, the period or periods within which, and the terms and conditions upon which Securities of such series may be redeemed, in whole or in part, at the option of the Company; (7) the obligation, if any, of the Company to redeem, purchase or repay Securities of such series pursuant to any sinking fund, installment payment or analogous provisions or at the option of a Holder thereof and the price or prices at which and the period or periods within which, and the terms and conditions upon which, Securities of the series shall be redeemed, purchased or repaid in whole or in part, pursuant to such obligation; (8) if other than denominations of $1,000 and any multiple thereof, the denominations in which Securities of such series shall be issuable; (9) any other terms of Securities of such series (which terms shall not be inconsistent with the provisions of this Indenture); and (10) any trustees, authenticating or paying agents, warrant agents, transfer agents or registrars with respect to the Securities of such series. Concurrently with the initial authentication and delivery of the Securities of each series, the Company shall cause to be delivered to the Trustee Lessor Bonds (a) issued as separate series under one or more Lease Indentures, (b) payable as to principal on such dates and in such amounts that on the Stated Maturity of principal and each Sinking Fund Redemption Date or Installment Payment Date of such Securities there shall be payable on the Lessor Bonds an amount in respect of principal equal to the principal amount of such Securities then to mature or to be payable in installments of principal or be redeemed, (c) bearing interest at the same rate and payable at the same times, as the corresponding Securities of such series, (d) containing provisions for redemption, including redemption premiums, correlative to the provisions for redemption (other than pursuant to a Sinking Fund) of the Securities of such series and (e) registered in the name of the Trustee. Section 2.04. Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee shall thereupon authenticate and deliver such Securities in accor dance with such Company Order, without any further action by the Company. Subject to Section 9.14(b) hereof, no Security shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication, in the form provided for herein, executed manually by the Trustee and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee (and, if applicable, the Authenticating Agent) shall be entitled to receive, and (subject to Section 9.01) shall be fully protected in relying upon: (a) an executed Series Supplemental Indenture; (b) an Officers' Certificate of the Company (i) certifying as to resolutions of the Board of Directors of the Company authorizing the execution and delivery by the Company of such Series Supplemental Indenture and the issuance of such Securities and (ii) certifying that all conditions precedent under this Indenture to the Trustee's (or, if applicable, the Authenticating Agent's) authentication and delivery of such Securities have been complied with; (c) fully executed counterparts (but not the originals thereof) of (i) the Lease Indentures under which were issued the Pledged Lessor Bonds relating to the Securities of such series and (ii) the Leases relating to such Pledged Lessor Bonds; (d) the Pledged Lessor Bonds relating to the Securities of such series in an aggregate principal amount not less than the aggregate principal amount of such series of Securities proposed to be authenticated and delivered; (e) signed copies, either addressed to the Trustee or accompanied by statements that the Trustee may rely on such documents, of all certificates and opinions of counsel delivered (i) to the Company in connection with its receipt of the Pledged Lessor Bonds relating to the Securities of such series, (ii) to the Owner Trustee and/or the Lease Indenture Trustee in connection with the issuance of such Pledged Lessor Bonds, and (iii) to the extent not covered by such opinions, opinions of Counsel to the Company or ELI (x) to the effect that (1) the form or forms and the terms of such Securities have been established by a Series Supplemental Indenture as permitted by Sections 2.01 and 2.03 in conformity with the provisions of this Indenture, (2) such Securities, when authenticated and delivered by the Trustee (or, if applicable, the Authenticating Agent) and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company, except to the extent that the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws now or hereafter in effect relating to creditors' rights generally and (3) all requirements of the laws of the States of New York and Louisiana and of the General Corporation Law of the State of Delaware and of this Indenture, in respect of the execution and delivery by the Company of the Securities, have been complied with and (y) concerning such other matters as the Trustee may reasonably request; and (f) in circumstances where the Pledged Lessor Bonds relating to such series of Securities are executed and delivered for the purposes described in Section 8(f) of the Facility Lease, (i) a certificate of an independent public accountant (who shall not be an employee of the Company, or ELI or any Affiliate of either thereof) to the effect that the principal amount of Securities to be authenticated does not exceed the Undivided Interest Percentage (as defined in such Lease Indenture) of total cost (including allowance for funds used during construction, or any analogous amount, to the extent permitted by generally accepted accounting principles) of any related Capital Improvement (as defined in such Lease Indenture) financed with the proceeds of such Pledged Lessor Bonds and (ii) a certificate of an engineer, appraiser or other expert (who may be an officer or employee of ELI and who shall not be required to be independent, except as would be required by Section 314(d)(3) of the Trust Indenture Act) to the effect that the Undivided Interest Percentage of the fair value of any such Capital Improvement as of its respective date of incorporation or installation was not less than the Undivided Interest Percentage of the total cost (including allowance for funds used during construction, or any analogous amount, to the extent permitted by generally accepted accounting principles) of such Capital Improvement as of the date financed with the proceeds of such Pledged Lessor Bonds. Receipt by the Trustee of the Officers' Certificate referred to in clause (b) above shall be conclusively presumed for all purposes of this Indenture to establish that the documents referred to in such Officers' Certificate comply with the requirements of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.12 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits hereof. Section 2.05. Form and Denominations. The Securities of each series shall be in registered form and may have such letters, numbers or other marks of identification and such legends or endorsements thereon as may be required to comply with the rules of any securities exchange or to conform to any usage in respect thereof, or as may, consistently herewith, be prescribed by the Board of Directors of the Company or by the officers executing such Securities, as evidenced by their execution thereof. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution thereof. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided herein or in the Series Supplemental Indenture setting forth the terms of the Securities of such series. In the absence of any provision contained in any Series Supplemental Indenture, the Securities are issuable only in denominations of $1,000 and/or any integral multiple thereof. Section 2.06. Execution of Securities. The Securities shall be executed on behalf of the Company by its President or one of its Vice Presidents, under its corporate seal affixed thereto or reproduced thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any or all such officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time relevant to the authorization thereof the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. Section 2.07. Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order, the Trustee shall authenticate and deliver, temporary Securities of such series which are printed, lithographed, typewritten, photocopied or otherwise produced in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued (with or without the recital of specific redemption or sinking fund provisions) and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution thereof. If temporary Securities of any series are issued, the Company will cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company maintained for such purpose at the Place of Payment for such series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series the Company shall execute, and the Trustee shall authenticate and deliver in exchange therefor, definitive Securities of such series of authorized denominations and of like tenor and aggregate principal amount. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and of like tenor. Section 2.08. Registration, Transfer and Exchange. The Company shall cause to be kept at the office of the Security Registrar a register in which, subject to such reasonable regulations as the Company may prescribe, the Company shall provide for the registration of Securities and of registration of transfers and exchanges of Securities and, with respect to Securities of any series the principal of which is payable without presentation or surrender, the amount of the unpaid principal amount of such Securities. This register and, if there shall be more than one Security Registrar, the combined registers maintained by all such Security Registrars, are herein sometimes referred to as the "Security Register". Upon surrender for registration of transfer of any Security of any series at any office or agency maintained for such purpose pursuant to Section 5.02, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at any office or agency maintained for such purpose pursuant to Section 5.02. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same security and benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Security Registrar or any transfer agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and Security Registrar or any transfer agent, duly executed, by the Holder thereof or his attorney duly authorized in writing. Except as may be otherwise provided in the Series Supplemental Indenture relating to the Securities of any series, no service charge shall be made for any transfer or exchange of Securities, but the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Securities other than exchanges pursuant to Sections 2.07, 6.06 or 11.07 not involving any transfer. Neither the Company, the Trustee nor the Security Registrar shall be required (i) to execute and deliver, issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 6.02 or 7.02 and ending at the close of business on the day of such mailing or (ii) to issue, register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security selected for redemption in part. Section 2.09. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series, and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Trustee, the Company and ELI (a) evidence to their satisfaction of the ownership of and the destruction, loss or theft of any Security and (b) such security or indemnity as may be required by them to save any of them and any agent of any of them harmless, then, in the absence of notice to the Trustee, the Company or ELI that such Security has been acquired by a bona fide purchaser, the Company shall execute, and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series, and of like tenor and principal amount and bearing a number not contemporaneously outstanding. Notwithstanding the foregoing, in case any such mutilated, destroyed, lost or stolen security is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. Every new Security issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the security and benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. Section 2.10. Payment of Interest; Interest Rights Preserved. Interest on any Security which is payable, and is punctually paid or duly provided for, at any Stated Maturity of an installment of interest shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. At the option of the Company, payment of interest on any Security may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or in such other manner as shall be established in a Series Supplemental Indenture creating the series of which such Security is a part. Any Installment Payment Amount or any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, at any Installment Payment Date or any Stated Maturity of an installment of interest, as the case may be, shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder to the extent that the Company has elected to pay such defaulted interest or principal as provided in clause (a) or (b) below: (a) The Company may elect, which election shall be at the direction of any Owner Trustee whose Pledged Lessor Bond is in default in respect of the payment of interest or principal and which is proposing to make payment of all or part of such defaulted interest or principal, to make payment of any defaulted interest or principal to the Persons in whose names the Securities of such series in respect of which interest is in default (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such defaulted interest or principal, which shall be fixed in the following manner. Such Owner Trustee shall notify the Trustee and, if other than the Trustee, the Paying Agent, in writing of the amount of defaulted interest or principal proposed to be paid on each such Security and the date of the proposed payment, and at the same time there shall be deposited with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or principal, as the case may be, or there shall be made arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest or principal as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such defaulted interest or principal which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company, ELI and the Security Registrar of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such defaulted interest or principal and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of such series at the address of such Holder as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such defaulted interest or principal and the Special Record Date therefor having been mailed as aforesaid, such defaulted interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (b). (b) The Company may make, or cause to be made, payment of any defaulted Installment Payment Amount or any defaulted interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities in respect of which such principal or interest is in default may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this paragraph, such payment shall be deemed practicable by the Trustee. Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security, and each such Security shall bear interest from whatever date shall be necessary so that neither gain nor loss in interest shall result from such registration of transfer, exchange or replacement. Section 2.11. Persons Deemed Owners. The Person in whose name any Security is registered shall be deemed to be the owner of such Security for the purpose of receiving payment of principal of and premium, if any, and (subject to Section 2.10) interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, regardless of any notice to anyone to the contrary. Section 2.12. Cancellation. All Securities surrendered for payment, redemption, credit against any Sinking Fund payment or registration of transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee for cancellation. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, or which the Company shall not have issued, and all Securities so delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section, except as expressly permitted by this Indenture. All Securities canceled by the Trustee shall be disposed of in accordance with the customary practice of the Trustee, and the Trustee shall promptly deliver a certificate of disposition to the Company, unless, by a timely Company Order, the Company shall direct that canceled Securities be disposed of otherwise. The Trustee shall promptly deliver written evidence of any cancellation of a Security in accordance with this Section 2.12 to the Company. Section 2.13. Dating of Securities; Computation of Interest. (a) Except as otherwise provided in the Series Supplemental Indenture creating a series of Securities, each Security of any series shall be dated the date of its authentication. (b) Except as otherwise provided in the Series Supplemental Indenture creating a series of Securities, interest on the Securities of each series shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Section 2.14. Source of Payments; Rights and Liabilities of Lessors, Owner Participants and Lease Indenture Trustees. Except as otherwise specifically provided in this Indenture, all payments of principal and premium, if any, and interest to be made in respect of the Securities or under this Indenture shall be made only from Pledged Property or the income and proceeds received by the Trustee therefrom. Each Holder, by its acceptance of a Security shall be deemed to have agreed that (a) it will look solely to the Pledged Property or the income and proceeds received by the Trustee therefrom to the extent available for distribution to such Holder as herein provided and (b) none of any Owner Participant, any Owner Trustee, any Lease Indenture Trustee or the Trustee is liable to any Holder or, in the case of any Owner Participant, Owner Trustee or Lease Indenture Trustee, to the Trustee for any amounts payable under any Security or, except as provided herein with respect to the Trustee, for any liability under this Indenture. No Owner Participant, Owner Trustee or Lease Indenture Trustee shall have any duty or responsibility under this Indenture or the Securities to any Holder or to the Trustee. Section 2.15. Application of Proceeds from the Sale of Securities. The Company shall pay, or cause to be paid, the proceeds of the issuance and sale of the Securities of each series to each Lease Indenture Trustee under a Lease Indenture under which Pledged Lessor Bonds shall have been issued and delivered to the Trustee in connection with the issuance of such Securities, for the account of the related Owner Trustee which issued such Pledged Lessor Bonds, each such Lease Indenture Trustee to receive an amount equal to the aggregate principal amount of such Pledged Lessor Bonds issued under such Lease Indenture. Section 2.16. Principal Amount of Securities Payable Without Presentment or Surrender. All references in this Indenture to the principal amount of any Security shall, when used with respect to Securities of any series the principal of which is payable without presentation or surrender, mean the unpaid principal amount thereof, except that, for purposes of Sections 2.07, 2.08, 2.09 and 6.06 of this Indenture, principal amount shall, when used with respect to any such Security, refer to the original principal amount thereof prior to the payment of any Installment Payment Amounts. Notwithstanding anything herein or in any Security to the contrary, with respect to each Security of any series the principal of which is payable without presentation or surrender, the unpaid principal amount thereof recorded on the Security Register shall be controlling as to the remaining unpaid principal amount thereof. ARTICLE THREE Provisions as to Pledged Property Section 3.01. Holding of Pledged Securities. The Trustee is authorized in its discretion to cause to be registered (as to principal) in its name, as Trustee, or in the name of its nominee, any and all coupon bonds which it may receive as part of the Pledged Property, or it may cause the same to be exchanged for registered bonds without coupons of any denomination. The Trustee is authorized in its discretion to cause to be registered in its name, as Trustee, or in the name of its nominee, any and all registered bonds which it may receive as part of the Pledged Property, or may cause such registered bonds to be exchanged for coupon bonds. The Company will deliver promptly to the Trustee such documents, certificates and opinions as the Trustee may reasonably request in connection with subjection of any securities to the lien of this Indenture to the extent contemplated hereby. Section 3.02. Disposition of Payments on Pledged Property. Unless and until all Outstanding Securities have been paid in full or provision for the payment of such Securities has been made in accordance with this Indenture, the Trustee shall be entitled to receive all principal, premium, if any, and interest paid in respect of any Pledged Lessor Bonds and interest paid on bonds or other obligations or indebtedness which may be subject to the lien of this Indenture and shall apply the same to the payment of the principal of and premium, if any, and interest on the Securities when and as they become due and payable pursuant to, and in accordance with, this Indenture. The Trustee shall duly note on the schedules attached to the Pledged Lessor Bonds or by other appropriate means all payments of principal, premium, if any, and interest made on the Pledged Lessor Bonds. Section 3.03. Exercise of Rights and Powers Under Pledged Lessor Bonds and Lease Indentures. The Trustee shall not take any action as the holder of the Pledged Lessor Bonds to direct any Lease Indenture Trustee in any respect or to vote any Pledged Lessor Bond or any portion thereof except as specified in this Section. The Trustee shall give notice to the Holders of the occurrence of any event of default or default under any Lease Indenture, and of every Event of Loss, Deemed Loss Event or Financial Event occurring under a Lease (as such terms are therein defined), but only to the extent the same shall actually be known by a Responsible Officer. The Trustee may, at any time, and shall, upon the written request of any Lease Indenture Trustee made to the Trustee to give any direction or to vote its interest in the Pledged Lessor Bonds, request from Holders directions as to (a) whether or not to direct such Lease Indenture Trustee to take or refrain from taking any action which holders of Pledged Lessor Bonds have the option to direct and (b) how to vote any Pledged Lessor Bond if a vote has been called for with respect thereto. In addition, any Holder may at any time request the Trustee to direct, or to participate in the direction of, any action under any Lease Indenture to the extent that the Trustee may do so under such Lease Indenture. Upon receiving from Holders any written directions as to the taking or the refraining from taking, of any action, or the voting of any Pledged Lessor Bond, the Trustee shall specify to the related Lease Indenture Trustee the principal amount of the Pledged Lessor Bond which is in favor of the action or vote, the principal amount of the Pledged Lessor Bond which is opposed to the action or vote, and the principal amount of the Pledged Lessor Bond which is not taking any position for the action or vote. Such principal amounts shall be determined by allocating to the total principal amount of the Pledged Lessor Bonds with respect to which direction is to be given the proportionate principal amount of Securities taking corresponding positions or not taking any position, based on the aggregate principal amount of Outstanding Securities. Section 3.04. Certain Actions in Case of Judicial Proceedings. In case all or any part of the property of any Lessor or any other Person which may be deemed an obligor in respect of the Pledged Lessor Bonds shall be sold at any judicial or other involuntary sale, the Trustee shall receive any portion of the proceeds of such sale payable in respect of the Pledged Property, and such proceeds shall be held as provided in Section 3.05. Section 3.05. Cash Held by Trustee Treated as a Deposit. Any and all cash held by the Trustee under any provision of this Indenture shall be treated by the Trustee, until required to be paid out hereunder, as a deposit, in trust, without any liability for interest. ARTICLE FOUR Withdrawal of Collateral Section 4.01. Withdrawal of Collateral. Except as provided in Section 4.02, none of the Pledged Property shall be subject to withdrawal unless and until all Outstanding Securities have been paid in full or provision for such payment has been made in accordance with the terms of this Indenture and the Trustee shall have received the documents and opinions required by Section 4.02 or Article Twelve. Section 4.02. Reassignment of Pledged Lessor Bonds upon Payment. Upon receipt of payment in full of the principal of and premium, if any, and interest on any Pledged Lessor Bond held by the Trustee, the Trustee shall deliver to the Company said Pledged Lessor Bond and any instrument of transfer or assignment necessary to reassign to the Company said Pledged Lessor Bond and the interest of the Company, if any, in the Lease Indenture relating thereto; provided, however, that nothing herein contained shall prevent the Trustee from presenting any Pledged Lessor Bond to the related Lease Indenture Trustee for final payment in accordance with the applicable provisions of the related Lease Indenture. ARTICLE FIVE Covenants Section 5.01. Payment of Principal, Premium, if any, and Interest. The Company shall duly and punctually pay, or cause to be paid, the principal of and premium, if any, and interest on the Securities in accordance with the terms of the Securities and this Indenture, subject, however, to Section 2.14 hereof. Section 5.02. Maintenance of Office or Agency. The Company will maintain in the Borough of Manhattan, The City of New York, and in such other Places of Payment as shall be specified for the Securities of any series, an office or agency where Securities may be presented or surrendered for payment of principal, premium, if any, and interest, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of Securities and this Indenture may be served. The Corporate Trust Office is hereby initially designated as one such office or agency. The Company will give prompt written notice to the Trustee, and prompt notice to the Holders in the manner specified in Section 1.06, of the location, and of any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such office or agency, or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency for such purposes in each Place of Payment for such Securities in accordance with the requirements set forth above. The Company shall give prompt written notice to the Trustee, and prompt notice to the Holders in the manner specified in Section 1.06, of any such designation or rescission and of any change in the location of any such other office or agency. Section 5.03. Money for Security Payments to be Held in Trust. All moneys deposited with the Trustee or with any Paying Agent for the purpose of paying the principal of or premium (if any) or interest on Securities shall be deposited and held in trust for the benefit of the Holders of the Securities entitled to such principal, premium (if any) or interest, subject to the provisions of this Indenture. Moneys so deposited and held in trust shall not be a part of the Pledged Property but shall constitute a separate trust fund for the benefit of the Holders of the relevant Securities. The Company may at any time direct any Paying Agent to pay to the Trustee all sums held in trust by such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by such Paying Agent, and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent in trust for the payment of the principal of or premium, if any, or interest on any Security and remaining unclaimed for two years (or such lesser period as may be required by law to give effect to this provision) after such principal, premium or interest has become due and payable shall be paid to the Company on Company Request (to the extent such monies shall have been deposited by the Company) or to any other Person on its written request (to the extent such monies shall have been deposited by such other Person), and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company or such other Person, as the case may be, for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall, at the expense of the Company or, to the extent such monies are to be paid to another Person, such other Person, cause to be published once, in an Authorized Newspaper in The City of New York and each other city, if any, in which a Place of Payment is located, notice that such money remains unclaimed and that, after a date specified herein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company or such other Person. As used herein, "Authorized Newspaper" means a newspaper, in an official language of the country of publication or in the English language, customarily published on each Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in The City of New York and each other city, if any, in which a Place of Payment is located. In case by reason of the suspension of publication of any Authorized Newspapers or by reason of any other cause it shall be impracticable to publish any notice as herein provided, then such notification as shall be given with the approval of the Trustee shall constitute sufficient notice. Section 5.04. Maintenance of Corporate Existence. The Company, at its own cost and expense, will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises, except as otherwise specifically permitted in this Indenture, provided, however, that the Company shall not be required to preserve any right or franchise if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof will not have any material adverse effect on the Holders of the Securities. Section 5.05. Protection of Pledged Property. The Company and ELI will from time to time execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments as shall be necessary to (i) make more effective the pledge and assignment hereunder of all or any portion of the Pledged Property, (ii) maintain or preserve the lien of this Indenture or carry out more effectively the purposes hereof, (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture, (iv) enforce any of the Securities, or (v) preserve and defend title to any Securities or other instrument included in the Pledged Property and the rights of the Trustee, and of the Holders, in such Securities or other instrument against the claims of all persons and parties. Each of the Company and ELI hereby designates the Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required pursuant to this Section and provided to it for its execution. The Trustee shall have no duty to monitor the necessity of filing any such financing statement, continuation statement or other instrument referred to in this Section. Section 5.06. Opinions as to Pledged Property. Promptly after the execution and delivery of this Indenture and of each Series Supplemental Indenture or other supplemental indenture or other instrument of further assurance, the Company shall furnish to the Trustee such Opinion or Opinions of Counsel as the Trustee may reasonably request stating that, in the opinion of such Counsel, this Indenture and all such Series Supplemental Indentures, other supplemental indentures and other instruments of further assurance have been properly recorded, filed, re-recorded and re-filed to the extent necessary to make effective the lien intended to be created by this Indenture, and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are then necessary fully to preserve and protect the rights of the Holders and the Trustee, or stating that, in the opinion of such Counsel, no such action is necessary to make such lien effective. On or before May 1, in each calendar year, beginning with the first calendar year commencing more than three months after the date of authentication and delivery of any Securities, the Company shall furnish to the Trustee such Opinion or Opinions of Counsel as are reasonably satisfactory to the Trustee, either stating that, in the opinion of such Counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any Series Supplemental Indenture and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is then necessary to maintain the lien and security interest created by this Indenture with respect to the Pledged Property and reciting the details of such action or stating that, in the opinion of such Counsel, no such action is then necessary to maintain such lien and security interest. Such Opinion or Opinions of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any Series Supplemental Indenture and any other requisite documents and the execution and filing of and financing statements and continuation statements that will, in the opinion of such Counsel, be required to maintain the lien of this Indenture with respect to the Pledged Property until in the following calendar year. Section 5.07. Performance of Obligations. Neither the Company nor ELI will take or omit to take any action the taking or omission of which would release any Person from any of such Person's covenants or obligations under instruments included in the Pledged Property, or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effective ness of, any such instrument, except as expressly provided in this Indenture or such instrument. Section 5.08. Negative Covenants. During such time as any Security issued hereunder is Outstanding, the Company will not: (a) sell, transfer, exchange or otherwise dispose of any portion of the Pledged Property except as expressly permitted by this Indenture; (b) (i) engage in any business or activity (A) other than in connection with, or relating to, the issuance of Securities pursuant to this Indenture and application of the proceeds thereof as herein provided or (B) which would cause the Company to be an "investment company" within the meaning of the Investment Company Act of 1940, as amended or (ii) amend Article Third, Fourth or Sixth of its Certificate of Incorporation as in effect on the date of execution and delivery of this Indenture; notwithstanding the foregoing, however, the Company may, with respect to the Securities of one or more series enter into credit or liquidity support facilities (including, but without limitation, bank letters of credit, bank lines of credit, surety bonds and bonds of insurance); (c) issue bonds, notes or other evidences of indebtedness other than (A) Securities issued hereunder or (B) evidences of indebtedness permitted by clause (b) above; (d) assume or guarantee any indebtedness of any Person; (e) dissolve or liquidate in whole or in part; (f) take any action which would (i) permit the validity or effectiveness of this Indenture or the pledge and assignment of any of the Pledged Property to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenant or obligation under this Indenture, (ii) permit any lien, charge, security, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Pledged Property or any part thereof or any interest therein or the proceeds thereof or (iii) permit the lien of this Indenture not to constitute a valid first priority security interest in the Pledged Property; or (g) institute any proceedings to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Code or any other applicable federal or state law or law of the District of Columbia, or consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or any substantial part of its property, or make an assignment for the benefit of its creditors, or admit in writing its inability to pay its debts generally as they become due, or take any corporate action in furtherance of the foregoing. Section 5.09. Annual Statement as to Compliance. (a) Each of ELI and the Company shall deliver to the Trustee, not less often than annually, a brief certificate from its principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of its compliance with all conditions and covenants under this Indenture. For purposes of this paragraph (a), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. (b) Each of ELI and the Company shall deliver to the Trustee, promptly after having obtained knowledge thereof, written notice of any Event of Default under Section 8.01 or event which with the giving of notice or lapse of time, or both, would become an Event of Default. Section 5.10. Delivery of Certificate of Independent Public Accountant. ELI shall cause to be delivered to the Trustee any certificate of an independent certified public accountant (who shall not be an employee of the Company, ELI or any Affiliate of either of them) delivered to any Lease Indenture Trustee pursuant to Section 11.01(a) of any Lease Indenture. Section 5.11. Delivery of Certificate of Engineer, Appraiser or Other Expert. In connection with any release from the security and other interest created by any Lease Indenture of a portion of the Lease Indenture Estate (as defined in such Lease Indenture) pursuant to Section 13.01 and 13.02 of such Lease Indenture, at its own expense ELI shall cause to be delivered to the Trustee a certificate of an engineer, appraiser or other expert as to the fair value of any portion of the Lease Indenture Estate to be released from the lien of such Lease Indenture and such certificate shall state that in the opinion of the Person making the same the proposed release will not impair the security under such Lease Indenture in contravention of the provisions thereof. If the fair value of the portion of the Lease Indenture Estate to be released and all other portions of the Lease Indenture Estate released since the commencement of the then current calendar year, as set forth in the certificate required pursuant to this Section 5.11, is 10% or more of the aggregate principal amount of Securities at the time Outstanding, such certificate shall be made by an independent engineer, appraiser or other expert; provided, however, that a certificate of an independent engineer, appraiser or other expert shall not be required in the case of any release of portions of the Lease Indenture Estate if the fair value thereof as set forth in the certificate or opinion required by this Section 5.11 is less than $25,000 or less than 1% of the aggregate principal amount of Securities at the time Outstanding. ARTICLE SIX Redemption of Securities Section 6.01. Applicability of Article. Securities of any series which are redeemable before their Stated Maturity of principal shall be redeemable in accordance with their terms and (except as otherwise specified in the Series Supplemental Indenture creating such series) in accordance with this Article. Section 6.02. Election to Redeem; Notice to Trustee. The election of the Company to redeem any Securities otherwise than through a Sinking Fund shall be evidenced by a Company Order. The Company shall, at least 45 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), deliver to the Trustee a Company Order specifying such Redemption Date and the series and principal amount of Securities to be redeemed. In the case of any redemption of Securities (a) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture or (b) pursuant to an election of the Company which is subject to a condition specified in the terms of such Securities, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with such restriction or condition. The election by ELI to terminate a Lease pursuant to Section 13(f) or (g) or Section 14 thereof, or Section 16(d)(5) of the related Participation Agreement, shall constitute an election by the Company to redeem Securities (but shall not relieve the Company of its obligation hereunder to deliver to the Trustee the Company Order herein provided for) subject, however, except in the case of a termination pursuant to Section 14 of such Lease, to the right of ELI to assume the Lessor Bonds related to such Lease on the Lease termination date, in which event there shall be no redemption of Securities solely as a consequence of such termination. Section 6.03. Selection by Trustee of Securities to be Redeemed. (a) If any Lease is to be terminated pursuant to Section 13(f) or (g) or Section 14 thereof, or Section 16(d)(5) of the related Participation Agreement, and all Lessor Bonds issued under the related Lease Indenture are to be prepaid, the Company shall redeem Securities which (i) are of the series corresponding to the series of Pledged Lessor Bonds to be so prepaid and (ii) have amounts of principal payable on Stated Maturities and Sinking Fund Redemption Dates or Installment Payment Dates which correspond to the amounts and dates for the payment of the principal of such Pledged Lessor Bonds plus any accrued interest to the Redemption Date, such redemption of Securities to be made on the date on which such Lessor Bonds are to be so prepaid. (b) If less than all the Securities are to be redeemed otherwise than as contemplated in subsection (a) of this Section 6.03 and otherwise than through a Sinking Fund, the particular Securities to be redeemed shall be selected from the series and Stated Maturities, and in the principal amounts, designated to the Trustee in the Company Order required by Section 6.02. (c) Subject to the provisions of subsections (a) and (b) of this Section 6.03, if less than all the Securities of any series are to be redeemed, the particular Securities to be redeemed shall be selected not more than 45 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by lot in such manner as shall provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of such series or any integral multiple thereof) of the principal amount of Securities of such series of a denomination larger than the minimum authorized denomination for Securities of such series except as otherwise specified in the Series Supplemental Indenture creating such series; provided, however, that if the Company, ELI or an Affiliate or nominee of either thereof shall be the Holder of Securities of any series to be redeemed through a Sinking Fund, the Trustee, if so directed in a Company Order or ELI Order, as the case may be, shall first select such Securities for redemption. Any such Company Order or ELI Order shall state that such redemption is in accordance with Section 9(b)(3)(iv) of each Participation Agreement. If more than one Lease is to be terminated pursuant to Section 13(f) or (g) or Section 14 thereof, or Section 16(d)(5) of the related Participation Agreement, and the Lessor Bonds relating to each such Lease are to be prepaid on the same date, the Trustee shall separately designate the Securities to be redeemed in respect of each such Lease termination. The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Securities selected to be redeemed in part, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed. Section 6.04. Notice of Redemption. Notice of redemption (including Sinking Fund redemption) shall be given in the manner provided in Section 1.06 to the Holders of Securities to be redeemed not less than 20 nor more than 60 days prior to the Redemption Date. All notices of redemption shall state: (a) the Redemption Date, (b) the Redemption Price, (c) if less than all the Outstanding Securities of any series are to be redeemed, the identification of the particular Securities to be redeemed, including the series and Stated Maturity of principal, and the portion of the principal amount of any Security to be redeemed in part, (d) that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date, (e) the place or places where such Securities are to be surrendered for payment of the Redemption Price, and (f) that the redemption is pursuant to the operation of a Sinking Fund, if such is the case. With respect to any notice of redemption of Securities otherwise than through a Sinking Fund, unless, upon the giving of such notice, such Securities shall be deemed to have been paid in accordance with Section 12.01, such notice shall state that such redemption shall be conditional upon the receipt by the Trustee, on or prior to the date fixed for such redemption, of money sufficient to pay the principal of and premium, if any, and interest on such Securities and that if such money shall not have been so received, such notice shall be of no force or effect and the Company shall not be required to redeem such Securities. In the event that such notice of redemption contains such a condition and such money is not so received, the redemption shall not be made and within a reasonable time thereafter notice shall be given, in the manner in which the notice of redemption was given, that such money was not so received and such redemption was not required to be made. Notice of redemption of Securities to be redeemed at the election of the Company, and any notice of non-satisfaction of a condition for redemption as aforesaid, shall be given by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company. Section 6.05. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, and the conditions, if any, set forth in such notice having been satisfied, the Securities or portions thereof so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless, in the case of an unconditional notice of redemption, the Company shall default in the payment of the Redemption Price and accrued interest) such Securities or portions thereof shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with such notice, such Security or portion thereof shall be paid at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that any installment of interest on any Security the Stated Maturity of which installment is on or prior to the Redemption Date shall be payable to the Holder of such Security, or one or more Predecessor Securities, registered as such at the close of business on the related Regular Record Date according to the terms of such Security and subject to the provisions of Section 2.10. Section 6.06. Securities Redeemed in Part. Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series, of any authorized denomination requested by such Holder and of like tenor and in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. ARTICLE SEVEN Sinking Funds Section 7.01. Applicability of Article. The provisions of this Article shall be applicable to any sinking fund for the retirement of the Securities of any series except as otherwise specified in the Series Supplemental Indenture creating the Securities of such series. Section 7.02. Sinking Funds for Securities. Any Series Supplemental Indenture may provide for a sinking fund for the retirement of the Securities of the series created thereby (herein called a "Sinking Fund") in accordance with which the Company will be required to redeem on the dates set forth therein (hereinafter called "Sinking Fund Redemption Dates") Securities of principal amounts set forth therein (hereinafter called "Sinking Fund Requirements"). If there shall have been a redemption, otherwise than through a Sinking Fund, of less than all the Securities of a series to which a Sinking Fund is applicable (such redeemed Securities being hereinafter called the "Redeemed Securities"), the Sinking Fund Requirements relating to the Securities of such series for each Sinking Fund Redemption Date thereafter shall be deemed to have been satisfied to the extent of an amount equal to the quotient resulting from the division of (A) the product of (w) the principal amount of the Redeemed Securities and (x) such Sinking Fund Requirement by (B) the sum of (y) the aggregate principal amount of Securities of such series then Outstanding (after giving effect to such redemption) and (z) the principal amount of such Redeemed Securities; provided, however, that the remaining Sinking Fund Requirements determined as set forth in this paragraph shall be rounded to the nearest integral multiple of the minimum authorized denomination for Securities of such series, subject to necessary adjustment so that the aggregate principal amount of such satisfaction of Sinking Fund Requirements shall be equal to the aggregate principal amount of such Redeemed Securities, such adjustment to such Sinking Fund Requirements to be made in the inverse order of the respective Sinking Fund Redemption Dates corresponding thereto and; provided, further, that, notwithstanding the provisions of the foregoing proviso, any such adjustment shall be made in a manner such that, after giving effect thereto, the provisions of clause (b) of the last paragraph of Section 2.03 hereof shall continue to be complied with. Particular Securities to be redeemed through a Sinking Fund shall be selected in the manner provided in Section 6.03, and notice of such redemption shall be given in the manner provided in Section 6.04. ARTICLE EIGHT EVENTS OF DEFAULT; REMEDIES Section 8.01. Events of Default. "Events of Default", wherever used herein, means any one of the following events: (a) failure to pay any interest on any Security when it becomes due and payable, and the continuation of such failure for a period of 10 days; or (b) failure to pay principal of or premium, if any, on any Security when it becomes due and payable, whether at its Stated Maturity of principal, on any applicable Redemption Date or Installment Payment Date or at any other time, and the continuation of such failure for a period of 10 days; or (c) failure on the part of either the Company or ELI to perform or observe any covenant or agreement herein to be performed or observed by it, and the continuation of such failure for a period of 30 days after notice thereof shall have been given to the Company or ELI, as the case may be, by the Trustee, or to the Company or ELI, as the case may be, and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities, specifying such failure and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; provided, however, that the continuation of such failure for a period of 30 days or more after such notice has been so given (but in no event for a period which is greater than one year after such notice has been given) shall not constitute an Event of Default if (i) such failure can be remedied but cannot be remedied within such 30 days, (ii) the Company or ELI, as the case may be, is diligent in pursuing a remedy of such failure and (iii) such failure does not impair in any respect the lien and security interest created hereby; or (d) the occurrence of an "Event of Default" under any Lease Indenture; or (e) the entry of a decree or order by a court having jurisdiction in the premises adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under the United States Bankruptcy Code or any other applicable federal or state law or law of the District of Columbia, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuation of any such decree or order unstayed and in effect for a period of 75 consecutive days; or (f) the institution by the Company of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under the United States Bankruptcy Code or any other applicable federal or state law or law of the District of Columbia, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action. Section 8.02. Acceleration of Maturity; Rescission and Annulment. Upon the occurrence of an Event of Default, (a) if such Event of Default is one referred to in clause (a), (b), (c), (e) or (f) of Section 8.01, the Trustee may, and upon the direction of the Holders of not less than a majority in principal amount of the Securities Outstanding, shall, and (b) if such Event of Default is the one referred to in clause (d) of Section 8.01 (including without limitation an event of default under any Lease which has resulted in an Event of Default referred to in clause (a) or (b) of Section 8.01) under circumstances in which the related Pledged Lessor Bonds have been declared immediately due and payable, the Trustee, shall declare the principal of all the Securities to be due and payable immediately, by a notice in writing to the Company and ELI, and upon any such declaration such principal shall become immediately due and payable; provided that no such declaration shall be made (and no action under Section 8.03 or 8.05 shall be taken) in cases in which the Event of Default is one referred to in clause (a) or (b) of Section 8.01 which resulted directly from a failure of ELI to make any payment of rent under any Lease until such time as the Lessor under such Lease has been given the opportunity to exercise its rights under Section 7.16 of the related Lease Indenture. At any time after such a declaration of acceleration has been made and before any sale of the Pledged Property, or any part thereof, shall have been made pursuant to any power of sale as hereinafter in this Article provided, the Holders of a majority in principal amount of the Securities Outstanding, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if (1) there shall have been paid to or deposited with the Trustee a sum sufficient to pay (A) all overdue installments of interest on all Securities, (B) the principal of and premium, if any, on any Securities which have become due otherwise than by such declaration of acceleration and interest thereon at the respective rates provided in the Securities for late payments of principal or premium, (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest at the respective rates provided in the Securities for late payments of interest, and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (2) all Events of Default, other than the non-payment of the principal of Securities which have become due solely by such acceleration, have been cured or waived as provided in Section 8.08. No such rescission shall affect any subsequent default or impair any right consequent thereon. If a declaration of acceleration shall have been rescinded and annulled as provided in the next preceding paragraph, and if, prior to such rescission and annulment, the maturity of the Pledged Lessor Bonds issued under any Lease Indenture had been accelerated as a result of an "Event of Default" thereunder, the Trustee, as the holder of such Pledged Lessor Bonds, shall direct the Lease Indenture Trustee under such Lease Indenture to rescind and annul such acceleration of such Pledged Lessor Bonds and to terminate any proceedings to enforce remedies under such Lease Indenture and the related Lease. Section 8.03. Trustee's Power of Sale of Pledged Property; Notice Required; Power to Bring Suit. If an Event of Default shall have occurred and be continuing, subject to the provisions of Sections 8.06 and 8.07 and the proviso to the first paragraph of Section 8.02, the Trustee, by such officer or agent as it may appoint, may: (1) sell, to the extent permitted by law, without recourse, for cash or credit or for other property, for immediate or future delivery, and for such price or prices and on such terms as the Trustee in its discretion may determine, the Pledged Property as an entirety, or in any such portions as the Holders of a majority in aggregate principal amount of the Securities then Outstanding shall request by an Act of Holders, or, in the absence of such request, as the Trustee in its discretion shall deem expedient in the interest of the Securityholders, at public or private sale; and/or (2) proceed by one or more suits, actions or proceedings at law or in equity or otherwise or by any other appropriate remedy to enforce payment of the Securities or Pledged Lessor Bonds, or to foreclose this Indenture or to sell the Pledged Property under a judgment or decree of a court or courts of competent jurisdiction, or by the enforcement of any such other appropriate legal or equitable remedy, as the Trustee, being advised by counsel, shall deem most effectual to protect and enforce any of its rights or powers or any of the rights or powers of the Holders. In the event that the Trustee shall deem it advisable to sell any or all of the Pledged Property in accordance with the provisions of this Section, the Company and ELI agree that if registration of any such Pledged Property shall be required, in the opinion of counsel for the Trustee, under the Securities Act of 1933, as amended, or other applicable law, and regulations promulgated thereunder, and if ELI shall not effect, or cause to be effected, such registration promptly, the Trustee may sell any such Pledged Property at a private sale, and no Person shall attempt to maintain that the prices at which such Pledged Property is sold are inadequate by reason of the failure to sell at public sale, or hold the Trustee liable therefor. Section 8.04. Incidents of Sale of Pledged Property. Upon any sale of all or any part of the Pledged Property made either under the power of sale given under this Indenture or under judgment or decree in any judicial proceedings for foreclosure or otherwise for the enforcement of this Indenture, the following shall be applicable: (1) Securities Due and Payable. The principal of and premium, if any, and accrued interest on the Securities, if not previously due, shall immediately become and be due and payable. (2) Trustee Appointed Attorney of Company to Make Conveyances. The Trustee is hereby irrevocably appointed the true and lawful attorney of the Company, in its name and stead, to make all necessary deeds, bills of sale and instruments of assignment, transfer or conveyance of the property thus sold, and for that purpose the Trustee may execute all such documents and instruments and may substitute one or more persons with like power. The Company hereby ratifies and confirms all that its said attorneys, or such substitute or substitutes, shall lawfully do by virtue hereof. (3) Company to Confirm Sales and Conveyances. If so requested by the Trustee or by any purchaser, the Company shall ratify and confirm any such sale or transfer by executing and delivering to the Trustee or to such purchaser or purchasers all proper deeds, bills of sale, instruments of assignment, conveyance or transfer and releases as may be designated in any such request. (4) Holders and Trustee May Purchase Pledged Property. Any Holder or the Trustee may bid for and purchase any of the Pledged Property and, upon compliance with the terms of sale, may hold, retain, possess and dispose of such Pledged Property in his or its own absolute right without further accountability. (5) Purchaser at Sale May Apply Securities to Purchase Price. Any purchaser at any such sale may, in paying the purchase price, deliver any of the Securities then Outstanding in lieu of cash and apply to the purchase price the amount which shall, upon distribution of the net proceeds of such sale, after application to the costs of the action and any other sums which the Trustee is authorized to deduct under this Indenture, be payable on such Securities so delivered in respect of principal, premium, if any, and interest. In case the amount so payable on such Securities shall be less than the amount due thereon, duly executed and authenticated Securities shall be delivered in exchange therefor to the Holder thereof for the balance of the amount due on such Securities so delivered by such Holder. (6) Receipt of Trustee Shall Discharge Purchaser. The receipt of the Trustee or of the officer making such sale under judicial proceedings shall be a sufficient discharge to any purchaser for his purchase money, and, after paying such purchase money and receiving such receipt, such purchaser or his personal representative or assigns shall not be obliged to see to the application of such purchase money, or be in any way answerable for any loss, misapplication or non-application thereof. (7) Sale To Divest Rights of Company in Property Sold. Any such sale shall operate to divest the Company of all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, in and to the Pledged Property so sold, and shall be a perpetual bar both at law and in equity or otherwise against the Company, and its successors and assigns, and any and all persons claiming or who may claim the Pledged Property sold or any part thereof from, through or under the Company, or its successors and assigns. (8) Application of Moneys Received upon Sale. Any moneys collected by the Trustee upon any sale made either under the power of sale given by this Indenture or under judgment or decree in any judicial proceedings for foreclosure or otherwise for the enforcement of this Indenture, shall be applied as provided in Section 8.12. Section 8.05. Judicial Proceedings Instituted by Trustee. (a) Trustee May Bring Suit. If there shall be a failure to make payment of the principal of any Security at its Stated Maturity or upon Sinking Fund redemption, declaration of accelera tion or otherwise,or if there shall be a failure to pay the premium, if any, or interest on any Security when the same becomes due and payable, then the Trustee, if any such failure shall continue for 15 days, in its own name, and as trustee of an express trust, shall be entitled, and empowered subject to the proviso to the first paragraph of Section 8.02, to institute any suits, actions or proceedings at law, in equity or otherwise, for the collection of the sums so due and unpaid on the Securities, and may prosecute any such claim or proceeding to judgment or final decree, and may enforce any such judgment or final decree and collect the moneys adjudged or decreed to be payable in any manner provided by law, whether before or after or during the pendency of any proceedings for the enforcement of the Lien of this Indenture, or of any of the Trustee's rights or the rights of the Security holders under this Indenture, and such power of the Trustee shall not be affected by any sale hereunder or by the exercise of any other right, power or remedy for the enforcement of the provisions of this Indenture or for the foreclosure of the lien hereof. (b) Trustee May Recover Unpaid Indebtedness after Sale of Pledged Property. In the case of a sale of the Pledged Property and of the application of the proceeds of such sale to the payment of the indebtedness secured by this Indenture, the Trustee in its own name, and as trustee of an express trust, shall be entitled and empowered, by any appropriate means, legal, equitable or otherwise, to enforce payment of, and to receive all amounts then remaining due and unpaid upon, all or any of the Securities, for the benefit of the Holders thereof, and upon any other portion of the indebtedness remaining unpaid, with interest at the rates specified in the respective Securities on the overdue principal of, and premium, if any, and (to the extent that payment of such interest is legally enforceable) on the overdue installments of interest. (c) Recovery of Judgment Does Not Affect Lien of this Indenture or Other Rights. No recovery of any such judgment or final decree by the Trustee and no levy of any execution under any such judgment upon any of the Pledged Property, or upon any other property, shall in any manner or to any extent affect the Lien of this Indenture upon any of the Pledged Property, or any rights, powers or remedies of the Trustee, or any liens, rights, powers or remedies of the Holders, but all such liens, rights, powers and remedies shall continue unimpaired as before. (d) Trustee May File Proofs of Claim; Appointment of Trustee as Attorney-in-Fact in Judicial Proceedings. The Trustee in its own name, or as trustee of an express trust, or as attorney-in-fact for the Holders, or in any one or more of such capacities (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand for the payment of overdue principal, premium, if any, or interest), shall be entitled and empowered to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders (whether such claims be based upon the provisions of the Securities or of this Indenture) allowed in any equity, receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or any other judicial proceedings relative to the Company or any obligor on the Securities (within the meaning of the TIA), the creditors of the Company or any such obligor, the Pledged Property or any other property of the Company or any such obligor, and any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel (it being agreed by the parties hereto that such amounts shall be considered administrative expenses for the purposes of any bankruptcy proceeding). The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders, with authority to (i) make and file in the respective names of the Holders (subject to deduction from any such claims of the amounts of any claims filed by any of the Holders themselves), any claim, proof of claim or amendment thereof, debt, proof of debt or amendment thereof, petition or other document in any such proceedings and to receive payment of any amounts distributable on account thereof, (ii) execute any such other papers and documents and to do and perform any and all such acts and things for and on behalf of such Holders, as may be necessary or advisable in order to have the respective claims of the Trustee and of the Holders against the Company or any such obligor, the Pledged Property or any other property of the Company or any such obligor allowed in any such proceeding and (iii) receive payment of or on account of such claims and debt; provided, however, that nothing contained in this Indenture shall be deemed to give to the Trustee any right to accept or consent to any plan of reorganization or otherwise by action of any character in any such proceeding to waive or change in any way any right of any Securityholder. Any moneys collected by the Trustee under this Section shall be applied as provided in Section 8.12. (e) Trustee Need Not Have Possession of Securities. All rights of action and of asserting claims under this Indenture or under any of the Securities enforceable by the Trustee may be enforced by the Trustee without possession of any of such Securities or the production thereof at the trial or other proceedings relative thereto. (f) Suit To Be Brought for Ratable Benefit of Holders. Any suit, action or other proceeding at law, in equity or otherwise which shall be instituted by the Trustee under any of the provisions of this Indenture shall be for the equal, ratable and common benefit of all the Holders, subject to the provisions of this Indenture. (g) Trustee May Be Restored to Former Position and Rights in Certain Circumstances. In case the Trustee shall have proceeded to enforce any right under this Indenture by suit, foreclosure or otherwise and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, then in every such case, the Company, ELI and the Trustee shall be restored without further act to their respective former positions and rights hereunder, and all rights, remedies and powers of the Trustee shall continue as though no such proceedings had been taken. Section 8.06. Holders May Demand Enforcement of Rights by Trustee. If an Event of Default shall have occurred and shall be continuing, the Trustee shall, upon the written request of the Holders of a majority in aggregate principal amount of the Securities then Outstanding and upon the offering of security or indemnity as provided in Section 9.03(e), but subject in all cases to the provisions of Section 3.03 and the proviso to the first paragraph of Section 8.02, proceed to institute one or more suits, actions or proceedings at law, in equity or otherwise, or take any other appropriate remedy, to enforce payment of the principal of or premium (if any) or interest on the Securities or Pledged Lessor Bonds or to foreclose this Indenture or to sell the Pledged Property under a judgment or decree of a court or courts of competent jurisdiction or under the power of sale herein granted, or take such other appropriate legal, equitable or other remedy, as the Trustee, being advised by counsel, shall deem most effectual to protect and enforce any of the rights or powers of the Trustee or the Securityholders, or, in case such Securityholders shall have requested a specific method of enforce ment permitted hereunder, in the manner requested, provided that such action shall not be otherwise than in accordance with law and the provisions of this Indenture, and the Trustee, subject to such indemnity provisions, shall have the right to decline to follow any such request if the Trustee in good faith shall determine that the suit, proceeding or exercise of the remedy so requested would involve the Trustee in personal liability or expense. Section 8.07. Control by Holders. The Holders of not less than a majority in principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, provided that (1) such direction shall not be in conflict with any rule of law or with this Indenture, and (2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. Section 8.08. Waiver of Past Defaults. The Holders of not less than a majority in principal amount of the Outstanding Securities may on behalf of the Holders of all the Securities waive any past default hereunder and its consequences, except that only the Holders of all Securities affected thereby may waive a default (1) in the payment of the principal of or premium, if any, or interest on such Securities or (2) in respect of a covenant or provision hereof which under Article Eleven cannot be modified or amended without the consent of the Holder of each Outstanding Security affected. Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. Section 8.09. Proceedings Instituted by Holder. A Holder shall not have the right to institute any suit, action or proceeding at law or in equity or otherwise for the foreclosure of this Indenture, for the appointment of a receiver or for the enforcement of any other remedy under or upon this Indenture, unless: (1) such Holder previously shall have given written notice to the Trustee of a continuing Event of Default; (2) the Holders of at least 25% in aggregate principal amount of the Securities then Outstanding shall have requested the Trustee in writing to institute such action, suit or proceeding and shall have offered to the Trustee indemnity as provided in Section 9.03(e); (3) the Trustee shall have refused or neglected to institute any such action, suit or proceeding for 60 days after receipt of such notice, request and offer of indemnity; and (4) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of Outstanding Securities. It is understood and intended that no one or more of the Holders shall have any right in any manner whatever hereunder or under the Securities to (i) surrender, impair, waive, affect, disturb or prejudice the Lien of this Indenture on any property subject thereto or the rights of the Holders of any other Securities, (ii) obtain or seek to obtain priority or preference over any other such Holder or (iii) enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all the Holders subject to the provisions of this Indenture. Section 8.10. Undertaking To Pay Court Costs. All parties to this Indenture, and each Holder by his acceptance of a Security, shall be deemed to have agreed that any court may in its discretion require, in any suit, action or proceeding for the enforcement of any right or remedy under this Indenture, or in any suit, action or proceeding against the Trustee for any action taken or omitted by it as Trustee hereunder, the filing by any party litigant in such suit, action or proceeding of an undertaking to pay the costs of such suit, action or proceeding, and that such court may, in its discretion, assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, action or proceeding, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided, however, that the provisions of this Section shall not apply to (a) any suit, action or proceeding instituted by the Trustee, (b) any suit, action or proceeding instituted by any Holder or group of Holders holding in the aggregate more than 10% in aggregate principal amount of the Securities then Outstanding or (c) any suit, action or proceeding instituted by any Holder for the enforcement of the payment of the principal of or premium, if any, or interest on any of the Securities, on or after the respective due dates expressed therein. Section 8.11. Right of Holders To Receive Payment Not To Be Impaired. Anything in this Indenture to the contrary notwithstanding, the right of any Holder of any Security to receive payment of the principal of and premium, if any, and interest on such Security, on or after the respective due dates expressed in such Security (or, in case of redemption, on the Redemption Date fixed for such Security), or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. Section 8.12. Application of Moneys Collected by Trustee. Any moneys collected or to be applied by the Trustee pursuant to this Article, together with any other moneys which may then be held by the Trustee under any of the provisions of this Indenture as security for the Securities (other than moneys at the time required to be held for the payment of specific Securities at their Stated Maturities or at a time fixed for the redemption thereof) shall be applied in the following order from time to time, on the date or dates fixed by the Trustee and, in the case of a distribution of such moneys on account of principal, premium, if any, or interest upon presentation of the several Outstanding Securities, and stamping thereon of payment, if only partially paid, and upon surrender thereof, if fully paid: First: to the payment of all taxes, assessments or liens prior to the Lien of this Indenture, except those subject to which any sale shall have been made, all reasonable costs and expenses of collection, including the reasonable costs and expenses of handling the Pledged Property and of any sale thereof pursuant to the provisions of this Article and of the enforcement of any remedies hereunder or under any Lease Indenture, and to the payment of all amounts due the Trustee or any predecessor Trustee under Section 9.07, or through the Trustee by any Holder or Holders; Second: in case the principal of the Outstanding Securities or any of them shall not have become due, to the payment of any interest in default, in the order of the maturity of the installments of such interest, with interest at the rates specified in the respective Securities in respect of overdue payments (to the extent that payment of such interest shall be legally enforceable) on the overdue installments thereof; Third: in case the principal of any of but not all the Outstanding Securities shall have become due at their Stated Maturities, on a Redemption Date or otherwise, first to the payment of accrued interest in the order of the maturity of the installments thereof with interest at the respective rates specified in the Securities in respect of payments on overdue principal, premium, if any, and (to the extent that payment of such interest shall be legally enforceable) on overdue installments of interest, and next to the payment of the principal of all Securities then due; Fourth: in case the principal of all the Outstanding Securities shall have become due at their Stated Maturities, by declaration, on a Redemption Date or otherwise, to the payment of the whole amount then due and unpaid upon the Securities then Outstanding for principal, premium, if any, and interest, together with interest at the respective rates specified in the Securities in respect of overdue payments on principal, premium, if any, and (to the extent that payment of such interest shall be legally enforceable) on overdue installments of interest; and Fifth: in case the principal of all the Securities shall have become due at their Stated Maturities, by declaration, upon redemption or otherwise, and all of such Securities shall have been fully paid, together with all interest (including any interest on overdue payments) and premium, if any, thereon, any surplus then remaining shall be paid to the Company, its successors or assigns, or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct; provided, however, that all payments to be made pursuant to this Section shall be made ratably to the persons entitled thereto, without discrimination or preference. Section 8.13. Securities Held by Certain Persons Not To Share in Distribution. Any Securities actually known to a Responsible Officer of the Trustee to be owned or held by, or for the account or benefit of, the Company, ELI, or any Affiliate of either thereof shall not be entitled to share in any payment or distribution provided for in this Article until all Securities held by other Persons have been paid in full and all amounts owing to the Trustee (including without limitation, fees and expenses of its counsel) pursuant to the Indenture or otherwise have been paid in full. Section 8.14. Waiver of Appraisement, Valuation, Stay, Right to Marshalling. To the extent it may lawfully do so, each of the Company and ELI, for itself and for any Person who may claim through or under it, hereby: (1) agrees that neither it nor any such Person will set up, plead, claim or in any manner whatsoever take advantage of, any appraisement, valuation, stay, extension or redemption laws, now or hereafter in force in any jurisdiction, which may delay, prevent or otherwise hinder (i) the performance or enforcement or foreclosure of this Indenture, (ii) the sale of any of the Pledged Property or (iii) the putting of the purchaser or purchasers thereof into possession of such property immediately after the sale thereof: (2) waives all benefit or advantage of any such laws; (3) waives and releases all rights to have the Pledged Property marshalled upon any foreclosure, sale or other enforcement of this Indenture; and (4) consents and agrees that all the Pledged Property may at any such sale be sold by the Trustee as an entirety. Section 8.15. Remedies Cumulative; Delay or Omission Not a Waiver. Every remedy given hereunder to the Trustee or to any of the Holders shall not be exclusive of any other remedy or remedies, and every such remedy shall be cumulative and in addition to every other remedy given hereunder or now or hereafter given by statute, law, equity or otherwise. The Trustee may exercise all or any of the powers, rights or remedies given to it hereunder or which may now or hereafter be given by statute, law, or equity or otherwise, in its absolute discretion. No course of dealing between the Company or ELI and the Trustee or the Holders or any delay or omission of the Trustee or of any Holder to exercise any right, remedy or power accruing upon any Event of Default shall impair any such right, remedy or power or shall be construed to be a waiver of any such Event of Default or of any right of the Trustee or of the Holders or acquiescence therein, and, subject to the provisions of Section 8.07, every right, remedy and power given by this Article to the Trustee or to the Holders may be exercised from time to time and as often as may be deemed expedient by the Trustee or by the Holders. ARTICLE NINE The Trustee Section 9.01. Certain Duties and Responsibilities. (a) The Trustee shall have and be subject to all the duties and responsibilities specified with respect to an indenture trustee in the Trust Indenture Act. (b) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (c) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. Section 9.02. Notice of Defaults. In addition to its obligation to give notice to Holders as provided in Section 3.03, the Trustee shall give the Holders notice of default hereunder in the manner and to the extent required to do so by the Trust Indenture Act, unless such default shall have been cured or waived; provided, however, that in the case of any default of the character specified in Section 8.01(c) no such notice to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term "default" means any event which is, or after notice or lapse of time or both would become, an Event of Default. Section 9.03. Certain Rights of Trustee. Subject to the provisions of Section 9.01 and to the applicable provisions of the Trust Indenture Act: (a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting in reliance upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of the Company or ELI mentioned herein shall be sufficiently evidenced by a Company Request or Company Order, or an ELI Request or ELI Order, in the case of a request or direction of either the Company or ELI, as the case may be, and any resolution of the Board of Directors of the Company or ELI may be sufficiently evidenced by a Board Resolution of the Company or ELI, as the case may be; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers' Certificate of the Company or ELI; (d) the Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company or ELI, personally or by agent or attorney at the sole cost and expense of the Company or ELI, as the case may be; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, attorney, custodian or nominee appointed with due care by it hereunder; (h) the Trustee shall not be charged with knowledge of any Event of Default with respect to the Securities of any series for which it is acting as Trustee unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust & Agency Group of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of the Event of Default or (ii) written notice of such Event of Default shall have been given to the Trustee by the Company, any other obligor on such Securities or by any Holder of such Securities; and (i) In the event that the Trustee is also acting as Paying Agent or Security Registrar hereunder, the rights and protections afforded to the Trustee pursuant to this Article Nine shall also be afforded to such Paying Agent or Security Registrar. Section 9.04. Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except the certificates of authentication, shall not be taken as the statements of the Trustee, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture, the Pledged Property or the Securities, except that the Trustee hereby represents and warrants that this Indenture has been executed and delivered by one of its officers who is duly authorized to execute and deliver such document on its behalf. The Trustee shall not be accountable for the use or application by the Company of Securities or the proceeds thereof. Section 9.05. May Hold Securities. The Trustee, any Paying Agent, any Security Registrar, any Authenticating Agent or any other agent of the Company or ELI, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 9.08 and 9.13, may otherwise deal with the Company and ELI with the same rights it would have if it were not Trustee, Paying Agent, Security Registrar or such other agent. Section 9.06. Funds May Be Held by Trustee or Paying Agent. Any monies held by the Trustee or the Paying Agent hereunder as part of the Pledged Property may, until paid out by the Trustee or the Paying Agent as herein provided, be carried by the Trustee or the Paying Agent on deposit with itself, and neither the Trustee nor the Paying Agent shall have any liability for interest upon any such monies. Section 9.07. Compensation and Reimbursement of Trustee and Authorized Agents. Each of the Company and ELI shall be liable, jointly and severally, to: (a) pay, or cause to be paid, to each of the Trustee and any Authorized Agent (or any co-trustee or additional trustee contemplated by Section 9.15 hereof) from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) reimburse, or cause to be reimbursed, each of the Trustee and any Authorized Agent (or any co-trustee or additional trustee contemplated by Section 9.15 hereof) upon its request for all expenses, disbursements and advances incurred or made by it in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its own negligence, willful misconduct or bad faith; and (c) indemnify, or cause to be indemnified, each of the Trustee, any predecessor Trustee and any Authorized Agent (or any co-trustee or additional trustee contemplated by Section 9.15 hereof) for, and hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust under Section 12.03. Section 9.08. Disqualification; Conflicting Interests. If the Trustee shall have or acquire any conflicting interest within the meaning of the Trust Indenture Act, it shall either eliminate such conflicting interest or resign to the extent, in the manner and with the effect, and subject to the conditions, provided in the Trust Indenture Act and this Indenture. Section 9.09. Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder which shall be: (a) a corporation organized and doing business under the laws of the United States of America, any State or Territory thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by Federal or State authority, or (b) if and to the extent permitted by the Commission by rule, regulation or order upon application, a corporation or other Person organized and doing business under the laws of a foreign government, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 or the U.S. Dollar equivalent of the applicable foreign currency and subject to supervision or examination by authority of such foreign government or a political subdivision thereof substantially equivalent to supervision or examination applicable to United States institutional trustees, and, in either case, qualified and eligible under this Article and the Trust Indenture Act. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of such supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No obligor upon the Securities or person directly or indirectly controlling, controlled by, or under common control with such obligor shall serve as Trustee upon such Securities. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. Section 9.10 Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 9.11. (b) The Trustee may resign at any time by giving written notice thereof to the Company and ELI. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Company, ELI and the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. (c) The Trustee may be removed at any time by an Act of the Holders of a majority in principal amount of the Outstanding Securities, delivered to the Trustee, the Company and ELI. (d) If at any time: (i) the Trustee shall fail to comply with Section 9.08 after written request therefor by any Owner Trustee, the Company, ELI or by any Holder who has been a bona fide Holder of a Security for at least six months, or (ii) the Trustee shall cease to be eligible under Section 9.09 and shall fail to resign after written request therefor by any Lessor or by any such Securityholder, or (iii) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (i) ELI, acting after consultation with the Company, may remove the Trustee by Board Resolution or (ii) subject to Section 8.10, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, ELI, acting after consultation with the Company, shall promptly appoint by Board Resolution a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company, ELI and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by ELI. If no successor Trustee shall have been so appointed by ELI, acting after consultation with the Company, or by the Holders, and accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. (f) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. (g) No Trustee under the Indenture shall be personally liable for any action or omission of any successor Trustee. Section 9.11. Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Company, ELI and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of any Owner Trustee, the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 9.07. Upon request of any such successor Trustee, ELI and the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts. No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article. Section 9.12. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenti cated with the same effect as if such successor Trustee had itself authenticated such Securities. Section 9.13. Preferential Collection of Claims against any Obligor. If the Trustee shall be or become a creditor of any obligor (within the meaning of the Trust Indenture Act) upon the Securities, the Trustee shall be subject to any and all applicable provisions of the Trust Indenture Act regarding the collection of claims against such obligor. Section 9.14. Authorized Agents. (a) There shall at all times hereunder be a Paying Agent authorized by the Company to pay the principal of and premium, if any, and interest on any Securities and a Security Registrar for the purpose of registration of transfer and exchange of Securities. The Trustee is hereby initially appointed as Paying Agent and Security Registrar hereunder. The Company may appoint one or more Paying Agents. Any Paying Agent (other than one simultaneously serving as the Trustee) from time to time appointed hereunder shall execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (1) hold all sums held by it for the payment of principal of and premium, if any, and interest on Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee within five days thereafter notice of any default by any obligor upon the Securities in the making of any such payment of principal, premium, if any, or interest; and (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. Notwithstanding any other provision of this Indenture, any payment required to be made to or received or held by the Trustee may, to the extent authorized by written instructions of the Trustee, be made to or received or held by a Paying Agent in the Borough of Manhattan, The City of New York, for the account of the Trustee. (b) In addition, at any time when any of the Securities remain Outstanding the Trustee may appoint an Authenticating Agent or Agents with respect to the Securities of one or more series which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 2.09, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder (it being understood that wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent). If an appointment of an Authenticating Agent with respect to the Securities of one or more series shall be made pursuant hereto, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee's certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. _______________________________________ As Trustee By____________________________________ As Authenticating Agent By____________________________________ Authorized Signatory (c) Any Authorized Agent shall be (i) acceptable to the Company and ELI, (ii) a bank or trust company, (iii) a corporation organized and doing business under the laws of the United States or of any State, Territory or the District of Columbia, with a combined capital and surplus of at least $50,000,000, and (iv) authorized under such laws to exercise corporate trust powers, subject to supervision or examination by federal or state authorities. If such Authorized Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authorized Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authorized Agent shall cease to be eligible in accordance with the provisions of this Section, such Authorized Agent shall resign immediately in the manner and with the effect specified in this Section. (d) Any corporation into which any Authorized Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authorized Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authorized Agent, shall be the successor of such Authorized Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authorized Agent or such successor corporation. (e) Any Authorized Agent may at any time resign by giving written notice of resignation to the Trustee, ELI and the Company. The Company may, and at the request of the Trustee or ELI shall, at any time, terminate the agency of any Authorized Agent by giving written notice of termination to such Authorized Agent and to the Trustee. Upon the resignation or termination of an Authorized Agent or in case at any time any such Authorized Agent shall cease to be eligible under this Section (when, in either case, no other Authorized Agent performing the functions of such Authorized Agent shall have been appointed), the Company shall promptly appoint one or more qualified successor Authorized Agents approved by the Trustee and ELI to perform the functions of the Authorized Agent which has resigned or whose agency has been terminated or who shall have ceased to be eligible under this Section. The Company shall give written notice of any such appointment to all Holders as their names and addresses appear on the Security Register. In the event that an Authorized Agent shall resign or be removed, or be dissolved, or if the property or affairs of such Authorized Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Company shall not have appointed such Authorized Agent's successor or successors, the Trustee shall ipso facto be deemed to be such Authorized Agent for all purposes of this Indenture until the Company appoints a successor or successors to such Authorized Agent. Section 9.15. Co-Trustee or Separate Trustee. (a) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which property shall be held subject to the lien hereof, or the Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interest of Holders, or the Holders of a majority in principal amount of Outstanding Securities shall in writing so request, the Trustee, the Company and ELI shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company or one or more Persons approved by the Trustee either to act as co-trustee or co-trustees of all or any part of the Pledged Property jointly with the Trustee originally named herein or any successor or successors, or to act as separate trustee or trustees of all or any such property. In the event ELI and the Company shall have not joined in the execution of such instruments and agreements within 10 days after the receipt of a written request from the Trustee so to do, or in case an Event of Default shall have occurred and be continuing, the Trustee may act under the foregoing provisions of this Section without the concurrence of ELI or the Company; and ELI and the Company each hereby appoint the Trustee its agent and attorney to act for it under the foregoing provisions of this Section in either of such contingencies. (b) Every additional trustee hereunder shall, to the extent permitted by law, be appointed and act, and such additional trustee and its successors shall act, subject to the following provisions and conditions, namely: (1) the Securities shall be authenticated and delivered, and all powers duties, obligations and rights conferred upon the Trustee in respect of the custody, control and management of moneys, papers or securities, shall be exercised, solely by the Trustee, unless otherwise expressly permitted by the terms hereof; (2) all rights, powers, duties and obligations conferred or imposed upon the Trustee (other than those referred to in the preceding clause (1)), shall be conferred or imposed upon and exercised or performed by the Trustee and such additional trustee or trustees jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trustee or trustees; (3) no power given hereby to, or which it is provided hereby may be exercised by, any such additional trustee or trustees, shall be exercised hereunder by such additional trustee or trustees, except jointly with, or with the consent in writing of, the Trustee, anything herein contained to the contrary notwithstanding; (4) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (5) ELI, the Company and the Trustee, at any time, by an instrument in writing, executed by them jointly, may remove any such additional trustee, and in that case, by an instrument in writing executed by them jointly, may appoint a successor or successors to such additional trustee or trustees, as the case may be, anything herein contained to the contrary notwithstanding; provided, however, that if ELI, the Company and the Trustee remove any such additional trustee which has been appointed at the request of the Holders pursuant to clause (a) above, then such parties shall appoint a successor or successors to such additional trustee so removed unless the Holders of a majority in principal amount of Outstanding Securities shall have agreed in writing that no such successor or successors need be appointed. In the event that ELI and the Company shall not have joined in the execution of any such instrument within 10 days after the receipt of a written request from the Trustee to do so, the Trustee shall have the power to remove any such additional trustee and to appoint a successor additional trustee without the concurrence of ELI and the Company, each hereby appointing the Trustee its agent and attorney to act for it in such connection in such contingency. In the event that the Trustee alone shall have appointed an additional trustee or trustees or co-trustee or co-trustees as above provided, it may at any time, by an instrument in writing, remove any such additional trustee or co-trustee, the successor to any such trustee or co-trustee so removed, to be appointed by ELI, the Company and the Trustee, or by the Trustee alone, as hereinbefore in this Section provided. ARTICLE TEN Holders' Lists and Reports by Trustee and ELI Section 10.01. ELI to Furnish Trustee Names and Addresses of Holders. Semiannually, not later than March 31 and September 30 in each year, commencing March 31, 1998 and at such other times as the Trustee may request in writing, ELI shall furnish or cause to be furnished to the Trustee information as to the names and addresses of the Holders, and the Trustee shall preserve such information and similar information received by it in any other capacity and afford to the Holders access to information to be preserved by it, all to such extent, if any, and in such manner as shall be required by the Trust Indenture Act; provided, however, that so long as the Trustee is the sole Security Registrar, or is otherwise furnished a copy of the Security Register, no such list need be furnished by ELI. Section 10.02. Reports by Trustee and ELI. If required by Section 313 (a) of the Trust Indenture Act, within thirty days after December 1 in each year commencing December 1, 1997, the Trustee shall transmit to the Holders and the Commission a report with respect to any events described in Section 313(a) of the Trust Indenture Act, in such manner and to the extent required by the Trust Indenture Act. The Trustee shall transmit to the Holders and the Commission, and ELI shall file with the Trustee and transmit to the Holders, such other information, reports and other documents, if any, at such times and in such manner, as shall be required by the Trust Indenture Act. ARTICLE ELEVEN Supplemental Indentures; Amendments Section 11.01. Supplemental Indentures Without Consent of Holders. Without the consent of the Holders of any Securities, ELI, when authorized by a Board Resolution, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (a "Series Supplemental Indenture" in the case of item (a) below), in form satisfactory to the Trustee, for any of the following purposes: (a) to establish the form and terms of Securities of any series of Securities permitted by Sections 2.01 and 2.03; or (b) to evidence the succession of another corporation to ELI and the assumption by any such successor of the covenants of ELI herein contained, or to evidence the succession of another corporation to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities contained; or (c) to evidence the succession of a new trustee hereunder or a co-trustee or separate trustee pursuant to Section 9.15 hereof; (d) to add to the covenants of the Company or ELI, for the benefit of the Holders of the Securities, or to evidence the surrender of any right or power herein conferred upon the Company or ELI; or (e) to convey, transfer and assign to the Trustee, and to subject to the Lien of this Indenture, with the same force and effect as though included in the Granting Clauses hereof, additional Pledged Lessor Bonds or additional properties or assets, and to correct or amplify the description of any property at any time subject to the Lien of this Indenture or to assure, convey and confirm unto the Trustee any property subject or required to be subject to the Lien of this Indenture; or (f) to permit or facilitate the issuance of Securities in uncertificated form; or (g) to change or eliminate any provision of this Indenture; provided, however, that if such change or elimination shall adversely affect the interests of the Holders of Securities of any series, such change or elimination shall become effective with respect to such series only when no Security of such series remains Outstanding; or (h) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the interest of the Holders of the Securities in any material respect. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended and: (x) if any such amendment shall require one or more changes to any provisions hereof or the inclusion herein of any additional provisions, or shall by operation of law be deemed to effect such changes or incorporate such provisions by reference or otherwise, this Indenture shall be deemed to have been amended so as to conform to such amendment to the Trust Indenture Act, and the Company, ELI and the Trustee may, without the consent of any Holders, enter into an indenture supplemental hereto to evidence such amendment hereof; or (y) if any such amendment shall permit one or more changes to, or the elimination of, any provisions hereof which, at the date of the execution and delivery hereof or at any time thereafter, are required by the Trust Indenture Act to be contained herein or are contained herein to reflect any provisions of the Trust Indenture Act as in effect at such date, this Indenture shall be deemed to have been amended to effect such changes or elimination, and the Company, ELI and the Trustee may, without the consent of any Holders, enter into an indenture supplemental hereto to evidence such amendment hereof. Section 11.02. Supplemental Indenture With Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of all series then Outstanding under this Indenture, considered as one class, by Act of said Holders delivered to the Company, ELI and the Trustee, the Company and ELI, when authorized by a Board Resolution, may, and the Trustee, subject to Sections 11.03 and 11.04, shall, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture; provided, however, that if there shall be Securities of more than one series Outstanding hereunder and if a proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such series, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series so directly affected, considered as one class, shall be required; and provided, further, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security or coupon of each series directly affected thereby: (a) change the Stated Maturity of the principal of, or any installment of interest on, or any Installment Payment Date, or the dates or circumstances of payment of premium, if any, on, any Security, or reduce the principal amount thereof or the interest thereon or any premium payable upon the redemption thereof, or change the place of payment where, or the coin or currency in which, any Security or the premium, if any, or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment of principal or interest on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date) or such payment of premium, if any, on or after the date such premium becomes due and payable or change the dates or the amounts of payments to be made through the operation of a Sinking Fund or through installment payments of principal in respect of such Securities, or (b) permit the creation of any lien prior to or, except with respect to additional series of Securities issued in accordance with the terms of this Indenture, pari passu with the Lien of this Indenture with respect to any of the Pledged Property, or terminate the Lien of this Indenture on any Pledged Property (except in each case as permitted by, and pursuant to, Article Four) or deprive any Holder of the security afforded by the Lien of this Indenture, or (c) reduce the percentage in principal amount of the Outstanding Securities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or reduce the requirements of Section 13.04 for quorum or voting, or (d) modify any of the provisions of this Section or Section 8.08, except to increase any percentage or percentages referred to in this Section or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Security affected thereby. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Upon receipt by the Trustee of Board Resolutions of the Company and ELI and such other documentation as the Trustee may reasonably require and upon the filing with the Trustee of evidence of the Act of said Holders, the Trustee shall join in the execution of such supplemental indenture or other instrument, as the case may be, subject to the provisions of Sections 11.03 and 11.04. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Section 11.03. Documents Affecting Immunity or Indemnity. If in the opinion of the Company or the Trustee any document required to be executed by it pursuant to the terms of Section 11.02 affects any interest, right, duty, immunity or indemnity in favor of the Company or the Trustee under this Indenture or any of the Participation Agreements, the Company or the Trustee, as the case may be, may in its discretion decline to execute such document. Section 11.04. Election of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall receive, and (subject to Section 9.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. Section 11.05. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall, subject to the provisions of this Article, be bound thereby. Section 11.06. Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the TIA as then in effect. Section 11.07. Reference in Securities to Supplemental Indentures. Securities authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by any Owner Trustee, the Company or ELI, bear a notation in form approved by such Lessor, the Company, ELI and the Trustee as to any matter provided for in such supplemental indenture; and, in such case, suitable notation may be made upon Outstanding Securities after proper presentation and demand. If any Owner Trustee, the Company or ELI shall so determine, new Securities so modified as to conform, in the opinion of such Owner Trustee, the Company, ELI and the Trustee, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities. Section 11.08. Trustee may Join in Amendments. Without the consent of the Holders of any Securities, the Trustee may join in the execution of amendments of or supplements to, or waivers of the provisions of, any Participation Agreement. ARTICLE TWELVE Satisfaction and Discharge Section 12.01. Satisfaction and Discharge of Securities. Any Security or Securities, or any portion of the principal amount thereof, shall, prior to the Stated Maturity of principal thereof, be deemed to have been paid for all purposes of this Indenture, and the entire indebtedness of the Company in respect thereof shall be deemed to have been satisfied and discharged: (a) if the Company shall have irrevocably deposited with the Trustee, in trust, money in an amount which shall be sufficient to pay when due the principal of and premium, if any, and interest due and to become due on such Securities or portions thereof on and prior to the Stated Maturity of principal thereof or upon redemption or each principal Installment Payment Date; or (b) if the Pledged Lessor Bonds, of the series corresponding to the series of which such Security or Securities are a part, shall be deemed to have been paid in accordance with Section 11.01(a) of the Lease Indenture or Lease Indentures under which such Pledged Lessor Bonds were issued; provided, however, that, in case of redemption of Securities, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; and provided, further, that the Company shall have delivered to the Trustee: (x) if any such deposit of money shall have been made prior to the Stated Maturity of principal or Redemption Date of such Securities, a Company Order stating that such money shall be held by the Trustee, in trust, as provided in Section 12.03, (y) if such Pledged Lessor Bonds are so deemed to have been paid, a copy of each certificate or opinion delivered to the Lease Indenture Trustees pursuant to Section 11.01(a) of the related Lease Indentures; and (z) if such deposit shall have been made or if such pledged Lessor Bonds are so deemed to have been paid, in either case, prior to the Stated Maturity of principal or Redemption Date of such Securities, an Opinion of Counsel to the effect that such deposit or deemed payment, as the case may be, and satisfaction and discharge of indebtedness shall not be deemed to be, or result in, a taxable event with respect to the holders of such Securities for purposes of United States Federal income taxation; provided that such Opinion of Counsel need not address the matters specified in this clause (z) if the Trustee shall have received documentary evidence that each Holder of such Security either is not subject to, or is exempt from, United States Federal income taxation. Upon satisfaction of the aforesaid conditions with respect to any Security or Securities or portion thereof, the Trustee shall, upon receipt of a Company Request, acknowledge in writing that such Security or Securities or portions thereof are deemed to have been paid for all purposes of this Indenture and that the entire indebtedness of the Company in respect thereof is deemed to have been satisfied and discharged. If payment at Stated Maturity of principal of less than all of the Securities of any series is to be provided for in the manner and with the effect provided in this Section, the Trustee shall select such Securities, or portions of principal amount thereof, in the manner specified by Section 6.03 for selection for redemption of less than all the Securities of a series. In the event that Securities which shall be deemed to have been paid as provided in this Section do not mature and are not to be redeemed within the sixty (60) day period commencing with the date of the deposit with the Trustee of moneys, or the date on which Pledged Lessor Bonds are deemed to have been paid, as the case may be, the Company shall, as promptly as practicable, give a notice, in the same manner as a notice of redemption with respect to such Securities, to the Holders of such Securities to the effect that such Securities are deemed to have been paid and the circumstances thereof. Notwithstanding the satisfaction and discharge of any Securities as aforesaid, the obligations of the Company and the Trustee in respect of such Securities under Sections 2.07, 2.08, 2.09, 5.02, 5.03, 9.07 and 9.14 and this Article Twelve shall survive. Section 12.02. Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect (except as hereinafter expressly provided), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) either (i) all Securities theretofore authenticated and delivered (other than (A) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 and (B) Securities deemed to have been paid in accordance with Section 12.01) have been delivered to the Trustee for cancellation; or (ii) all Securities not theretofore delivered to the Trustee for cancellation shall be deemed to have been paid in accordance with Section 12.01; (b) all other sums due and payable hereunder have been paid; and (c) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Upon satisfaction of the aforesaid conditions, the Trustee shall, upon receipt of a Company Request, acknowledge in writing the satisfaction and discharge of this Indenture. Notwithstanding the satisfaction and discharge of this Indenture as aforesaid, the obligations of the Company, ELI and the Trustee under Sections 2.07, 2.08, 2.09, 5.02, 5.03, 9.07 and 9.14 and this Article Twelve shall survive. Upon satisfaction and discharge of this Indenture as provided in this Section, the Trustee shall assign, transfer and turn over to or upon the order of the Company, any and all money, securities and other property then held by the Trustee for the benefit of the Holders of the Securities other than money held by the Trustee pursuant to Section 12.03 and the Pledged Lessor Bonds. Section 12.03. Application of Trust Money. The money deposited with the Trustee pursuant to Section 12.01 shall not be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal of and premium, if any, and interest on the Securities or portions of principal amount thereof in respect of which such deposit was made, all subject, however, to the provisions of Section 5.03; provided, however, that, if not then needed for such purpose, such money shall, to the extent practicable, be invested in direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America or certificates of an ownership interest in the principal of or interest on any of such obligations, in any case maturing at such times and in such amounts as shall be sufficient to pay when due the principal of and premium, if any, and interest due and to become due on such Securities or portions thereof on and prior to the Stated Maturity, Installment Payment Dates or Redemption Date thereof, and so long as there shall not have occurred and be continuing an Event of Default, interest earned from such investment shall be paid over to or upon the order of the Company as received by the Trustee, less any fees and expenses of the Trustee (including without limitation the fees and expenses of its counsel) incurred in connection therewith free and clear of any trust, lien or pledge under this Indenture; and provided, further, that, so long as there shall not have occurred and be continuing an Event of Default, any moneys held by the Trustee in accordance with this Section on the Stated Maturity, Installment Payment Dates or Redemption Date of all such Securities in excess of the amount required to pay the principal of and premium, if any, and interest then due on such Securities shall be paid over to or upon the order of the Company less any fees and expenses of the Trustee (including without limitation the fees and expenses of its counsel) incurred in connection therewith free and clear of any trust, lien or pledge under this Indenture. ARTICLE THIRTEEN Meetings of Holders of Securities; Action without Meeting Section 13.01. Purposes for Which Meetings May Be Called. A meeting of Holders of Securities of one or more, or all, series, may be called at any time and from time to time pursuant to this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of Securities of such series. Section 13.02. Call, Notice and Place of Meetings. (a) The Trustee may at any time call a meeting of Holders of Securities of one or more, or all, series for any purpose specified in Section 13.01, to be held at such time and at such place in the Borough of Manhattan, The City of New York, as the Trustee shall determine, or, with the approval of the Company and ELI, at any other place. Notice of every such meeting, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given to the Company, ELI, each Owner Trustee, each Owner Participant and the Holders, in the manner provided in Sections 1.05 and 1.06 and, in the case of each Owner Trustee or Owner Participant, in the manner specified in Section 19 of the Participation Agreement, not less than 21 nor more than 180 days prior to the date fixed for the meeting. (b) If the Trustee shall have been requested to call a meeting of the Holders of Securities of one or more, or all, series by the Company, by ELI or by the Holders of 33% in aggregate principal amount of all of such series, considered as one class, for any purpose specified in Section 13.01, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have made the first publication of the notice of such meeting within 21 days after receipt of such request or shall not thereafter have proceeded to cause the meeting to be held as provided herein, then the Company, ELI or the Holders of Securities of such series in the amount above specified, as the case may be, may determine the time and the place in the Borough of Manhattan, The City of New York, or in such other place as shall be determined or approved by the Company and ELI, for such meeting and may call such meeting for such purposes by giving notice thereof as provided in subsection (a) of this Section. (c) Any meeting of Holders of Securities of one or more, or all, series shall be valid without notice if the Holders of all Outstanding Securities of such series are present in person or by proxy and if representatives of the Company, ELI and the Trustee are present, or if notice is waived in writing before or after the meeting by the Holders of all Outstanding Securities of such series, or by such of them as are not present at the meeting in person or by proxy, and by the Company, ELI and the Trustee. Section 13.03. Persons Entitled to Vote at Meetings. To be entitled to vote at any meeting of Holders of Securities of one or more, or all, series, a Person shall be (a) a Holder of one or more Outstanding Securities of such series or (b) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of such series by such Holder or Holders. The only Persons who shall be entitled to attend any meeting of Holders of Securities of any series shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel and any representatives of the Company, ELI, any Owner Trustee and any Owner Participant and their respective counsel. Section 13.04. Quorum; Action. The Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities of the series with respect to which a meeting shall have been called as hereinbefore provided, considered as one class, shall constitute a quorum for a meeting of Holders of Securities of such series: provided, however, that if any action is to be taken at such meeting which this Indenture expressly provides may be taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the Outstanding Securities of such series, considered as one class, the Persons entitled to vote such specified percentage in principal amount of the Outstanding Securities of such series, considered as one class, shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Except as provided by Section 13.05(e), notice of the reconvening of any adjourned meeting shall be given as provided in Section 13.02(a), except that such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Securities of such series which shall constitute a quorum. Except as limited by Section 11.02, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted only by the affirmative vote of the Holders of a majority in aggregate principal amount of the Outstanding Securities of the series with respect to which such meeting shall have been called, considered as one class; provided, however, that, except as so limited, any resolution with respect to any action which this Indenture expressly provides may be taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the Outstanding Securities of such series, considered as one class, may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified percentage in principal amount of the Outstanding Securities of such series, considered as one class. Any resolution passed or decision taken at any meeting of Holders of Securities duly held in accordance with this Section shall be binding on all the Holders of Securities of the series with respect to which such meeting shall have been held, whether or not present or represented at the meeting. Section 13.05. Attendance at Meetings; Determination of Voting Rights; Conduct and Adjournment of Meetings. (a) Attendance at meetings of Holders of Securities may be in person or by proxy; and, to the extent permitted by law, any such proxy shall remain in effect and be binding upon any future Holder of the Securities with respect to which it was given unless and until specifically revoked by the Holder or future Holder of such Securities before being voted. (b) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities in regard to proof of the holding of such Securities and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.04 and the appointment of any proxy shall be proved in the manner specified in Section 1.04. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 1.04 or other proof. (c) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company, ELI or by Holders of Securities as provided in Section 13.02(b), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities of all series represented at the meeting, considered as one class. (d) At any meeting each Holder of a Security or proxy shall be entitled to one vote for each $1,000 principal amount of Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security or proxy. (e) Any meeting duly called pursuant to Section 13.02 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities of all series represented at the meeting, considered as one class; and the meeting may be held as so adjourned without further notice. Section 13.06. Counting Votes and Recording Action of Meetings. The vote upon any resolution submitted to any meeting of Holders of Securities shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities, of the series with respect to which the meeting shall have been called, held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in quadruplicate of all votes cast at the meeting. A record, a least in quadruplicate, of the proceedings of each meeting of Holders of Securities shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 13.02 and, if applicable, Section 13.04. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to each of the Company and ELI, and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. Section 13.07. Action Without Meeting. In lieu of a vote of Holders of Securities at a meeting as hereinbefore contemplated in this Article, any request, demand, authorization, direction, notice, consent, waiver or other action may be made, given or taken by Holders of Securities by written instruments as provided in Section 1.04. ARTICLE FOURTEEN Liability of the Company Solely Corporate; No Liability of ELI Section 14.01. Liability of the Company Solely Corporate. No recourse shall be had for the payment of the principal of or premium, if any, or interest on any Securities, or any part thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any obligation, covenant or agreement under this Indenture, against any incorporator, stockholder, officer or director, as such, past, present or future of the Company or of any predecessor or successor corporation (either directly or through the Company or a predecessor or successor corporation), whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that this Indenture and all the Securities are solely corporate obligations of the Company, and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer or director, past, present or future, of the Company or of any predecessor or successor corporation, either directly or indirectly through the Company or any predecessor or successor corporation, because of the indebtedness hereby authorized or under or by reason of any of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or to be implied herefrom or therefrom, and that any such personal liability is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution of this Indenture and the issuance of the Securities. Section 14.02. No Liability of ELI. In no event shall any provision of this Indenture or the Securities constitute a guaranty or assumption by ELI of the Securities or the indebtedness represented thereby (it being understood that, in accordance with Section 2.16 of each Lease Indenture, ELI may assume, or be deemed to have assumed, the Pledged Lessor Bonds). _____________ This instrument may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. In Witness Whereof, the parties have caused this Indenture to be duly executed as of the day and year first above written. W3A Funding Corporation By ---------------------------------- Title: Vice President Entergy Louisiana, Inc. By ------------------------------------ Title: Vice President and Treasurer Bankers Trust Company, as Trustee By ---------------------------------- Title: Vice President State of New York ) ) ss.: County of New York ) Personally appeared before me, the undersigned authority in and for the said county and state, on this __th day of ______________, within my jurisdiction, the within named ____________, who acknowledged that he is a Vice President of W3A Funding Corporation, a Delaware corporation, and that for and on behalf of the said corporation, and as its act and deed, he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. --------------------------------- Notary Public My Commission Expires: State of Louisiana ) ) ss.: Parish of Orleans ) Personally appeared before me, the undersigned authority in and for the said parish and state, on this __th day of ______________, within my jurisdiction, the within named ________________, who acknowledged that he is a _________________ of Entergy Louisiana, Inc., a Louisiana corporation, and that for and on behalf of the said corporation, and as its act and deed, he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ---------------------------- Notary Public My Commission Expires: State of New York ) ) ss.: County of New York ) Personally appeared before me, the undersigned authority in and for the said county and state, on this __th day of _______________, within my jurisdiction, the within named ____________________, who acknowledged that he is a __________ of Bankers Trust Company, a New York banking corporation, and that for and on behalf of the said corporation, and as its act and deed,he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. -------------------------------- Notary Public My Commission Expires: EXHIBIT A IDENTIFICATION OF CERTAIN DOCUMENTS AND PARTIES THERETO PART I Lease - Facility Lease No. 1, dated as of September 1, 1989, as amended and supplemented, between ELI and the Owner Trustee, as Lessor (a "Lessor"). Lease Indenture - Indenture of Mortgage and Deed of Trust No. 1, dated as of September 1, 1989, as amended and supplemented ("Lease Indenture No. 1"), between the Owner Trustee and Bankers Trust Company and Stanley Burg, as trustees (together, a "Lease Indenture Trustee"). Owner Trustee - First National Bank of Commerce as trustee under Trust Agreement No. 1, dated as of September 1, 1989, with ESSL 2, Inc. (the "Owner Participant"). Participation Agreement - Participation Agreement No. 1, dated as of September 1, 1989, as amended, among the Owner Participant, the Company, the Trustee, First National Bank of Commerce, individually and as Owner Trustee, Bankers Trust Company and Stanley Burg, individually and as Indenture Trustee, and ELI. PART II Lease - Facility Lease No. 2, dated as of September 1, 1989, as amended and supplemented, between ELI and the Owner Trustee, as Lessor (a "Lessor"). Lease Indenture - Indenture of Mortgage and Deed of Trust No. 2, dated as of September 1, 1989, as amended and supplemented ("Lease Indenture No. 2"), between the Owner Trustee and Bankers Trust Company and Stanley Burg, as trustees (together, a "Lease Indenture Trustee"). Owner Trustee - First National Bank of Commerce as trustee under Trust Agreement No. 2, dated as of September 1, 1989, with ESSL 2, Inc. (the "Owner Participant"). Participation Agreement - Participation Agreement No. 2, dated as of September 1, 1989, as amended, among the Owner Participant, the Company, the Trustee, First National Bank of Commerce, individually and as Owner Trustee, Bankers Trust Company and Stanley Burg, individually and as Indenture Trustee, and ELI. PART III Lease - Facility Lease No. 3, dated as of September 1, 1989, as amended and supplemented, between ELI and the Owner Trustee, as Lessor (a "Lessor"). Lease Indenture - Indenture of Mortgage and Deed of Trust No. 3, dated as of September 1, 1989, as amended and supplemented ("Lease Indenture No. 3"), between the Owner Trustee and Security Pacific National Trust Company (New York) and Kenneth T. McGraw, as trustee (together, a "Lease Indenture Trustee"). Owner Trustee - First National Bank of Commerce as trustee under Trust Agreement No. 3, dated as of September 1, 1989, with ESSL 2, Inc. (an "Owner Participant"). Participation Agreement - Participation Agreement No. 3, dated as of September 1, 1989, as amended, among the Owner Participant, the Company, the Trustee, First National Bank of Commerce, individually and as Owner Trustee, Bankers Trust Company and Stanley Burg, individually and as Indenture Trustee, and ELI. SUPPLEMENTAL INDENTURE NO. 1 dated as of July 1, 1997 to COLLATERAL TRUST INDENTURE dated as of July 1, 1997 among W3A FUNDING CORPORATION, ENTERGY LOUISIANA, INC. (formerly Louisiana Power & Light Company) and BANKERS TRUST COMPANY, as Trustee Issuance of Securities in connection with the Lease of Three Undivided Interests in Unit No. 3 of the Waterford Steam Electric Generating Station St. Charles Parish, Louisiana SUPPLEMENTAL INDENTURE NO. 1, dated as of July 1, 1997, among W3A FUNDING CORPORATION, a Delaware corporation (the "Company"), ENTERGY LOUISIANA, INC. (formerly Louisiana Power & Light Company), a Louisiana corporation ("ELI"), and BANKERS TRUST COMPANY, a New York banking corporation, not in its individual capacity but solely as trustee (the "Trustee"). WHEREAS, the Company and ELI have heretofore executed and delivered to the Trustee a Collateral Trust Indenture, dated as of July 1, 1997 (the "Original Indenture"), to provide for the issuance from time to time of the Company's bonds, notes or other evidences of indebtedness to be issued in one or more series (the "Securities"); and WHEREAS, Sections 2.03 and 11.01 of the Original Indenture provide, among other things, that the Company, ELI and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of Securities of any series as permitted by said Sections 2.03 and 11.01; and WHEREAS, the Company and ELI (a) desire the issuance by the Company of a separate series of Securities to be designated as hereinafter provided and (b) have requested the Trustee to enter into this Supplemental Indenture No. 1 for the purpose of establishing the form and terms of the Securities of such series (said Original Indenture, as supplemented by this Supplemental Indenture No. 1, being hereinafter called the "Indenture"); and WHEREAS, all action on the part of the Company and ELI necessary to authorize the execution and delivery of this Supplemental Indenture No. 1 and the issuance of the aforesaid Securities has been duly taken; and WHEREAS, all acts and things necessary to make the Securities of the series herein created and established, when executed by the Company and authenticated and delivered by the Trustee as provided in the Original Indenture, the valid, binding and legal obligations of the Company, and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed, and the execution of this Supplemental Indenture No. 1 and the creation and issuance under the Indenture of such Securities have in all respects been duly authorized; NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 1 WITNESSETH: That in order to establish the form and terms of and to authorize the authentication and delivery of the Securities of the series herein created and established, and in consideration of the acceptance of such Securities by the holders thereof and of the sum of one dollar duly paid to the Company by the Trustee at the execution of these presents, the receipt whereof is hereby acknowledged, the Company and ELI each covenant and agree with the Trustee, for the equal and proportionate benefit of the respective holders from time to time of the Securities, as follows: ARTICLE ONE THE BONDS SECTION 1.01. Terms of the Bonds. There is hereby created and established a separate series of Securities designated "Waterford 3 Secured Lease Obligation Bonds, 8.09% Series due 2017" (the "Bonds"). The Bonds shall be issued in the aggregate principal amount, shall bear interest at the rate per annum and shall have the Stated Maturity of principal set forth below: Original Interest Final Principal Amount Rate Maturity ----------------- --------- -------- Bonds $307,632,000 8.09% January 2, 2017 The Bonds shall be substantially in the form of Exhibit A hereto. The interest on the Bonds shall be due and payable as and from the most recent interest payment date to which interest has been paid or duly provided for or, with respect to any Bond issued prior to the first interest payment date, the date of original issuance thereof, semiannually on January 2 and July 2 in each year (commencing January 2, 1998), until the principal amount of the Bonds is paid in full or duly provided for. Payment of the principal of and premium, if any, and interest on each Bond shall be made to the Holder thereof upon presentation and surrender thereof at the corporate trust office of any Paying Agent, except that (i) payments of interest and Installment Payment Amounts on such Bonds, other than such amounts payable on the Stated Maturity thereof, shall be made without presentation or surrender thereof, by check drawn upon the Paying Agent and mailed to the address of the Holder of such Bond at the close of business on the Regular Record Date for such payment (except as provided in Section 2.16 of the Original Indenture in the case of a defaulted interest or Installment Payment Amount payment) as such address shall appear in the Security Register, and (ii) if such Holder shall be a securities depositary, such payment may be made by such other means in lieu of check as shall be agreed upon by ELI, the Trustee and such Holder. SECTION 1.02. Installment Payments of Principal. (a) Installment Payments. On each Installment Payment Date set forth below, the Company shall pay an installment of principal equal (subject to adjustment as set forth in Section 1.02(b)) in amount to the Installment Payment Percentage set forth below for such Installment Payment Date multiplied by the Original Principal Amount (as hereinafter defined) of such Bond. "Original Principal Amount," when used with respect to the Bonds, means the principal amount identified as such on the face of such Bond. Installment Installment Payment Payment Date Percentage January 2, 1999 8.205086597% January 2, 2000 6.682958210% January 2, 2001 6.682957885% January 2, 2002 6.682958210% January 2, 2003 10.824584244% January 2, 2004 5.353311749% January 2, 2005 0.203574401% January 2, 2006 0.864755617% January 2, 2007 0.989230639% January 2, 2008 1.710452749% January 2, 2009 3.631649503% January 2, 2010 4.847784366% January 2, 2011 7.737269855% January 2, 2012 4.543215595% January 2, 2013 3.328583177% January 2, 2014 4.481746047% January 2, 2015 4.111220549% January 2, 2016 0.430046614% January 2, 2017 18.688613993% (b) Certain Adjustments to Installment Payments and Stated Maturity. (i) The principal amount of Bonds to be paid in installments on Installment Payment Dates and at Stated Maturity, and the Stated Maturity, shall be adjusted (a "Payment Adjustment") at the direction of the Company, so as to correlate, as to amounts and dates, to any adjustment to the principal amortization and maturity schedule of the Pledged Lessor Bonds issued under any Lease Indenture pursuant to Section 2.17 of such Lease Indenture; provided, however, that (A) no Payment Adjustment shall be made by the Company which will increase or decrease the average life of the Bonds (calculated in accordance with generally accepted financial practice from the date of initial issuance) by more than 6 months or extend the final maturity of the Bonds and (B) the Company shall be obligated to make such adjustment upon (and only upon) the direction of the Owner Trustee in accordance with Section 2(c) of the Participation Agreement. If the Company shall elect to make the foregoing adjustment, the Company shall deliver to the Trustee and ELI at least 40 days prior to the first payment date proposed to be affected by such adjustment, a Company Request (A) stating that the Company is obligated to make a Payment Adjustment as contemplated in this Section, (B) setting forth a revised maturity and Installment Payment Percentage schedule applicable to the Bonds as to which a Payment Adjustment is to be made, (C) attaching a copy of the revised principal schedule or schedules for the corresponding Pledged Lessor Bonds, and (D) attaching calculations showing that (x) the average life of the Bonds will not be reduced or increased except as permitted by this subsection (b), (y) the aggregate principal amount of the Pledged Lessor Bonds identified on Schedule 1 hereto equals the aggregate principal amount of the Bonds and (z) the principal amortization schedules of such Pledged Lessor Bonds are such as to provide funds sufficient to repay in full, as and when due, the principal of the Bonds as and when scheduled to become due, whether upon payment of applicable Installment Payment Amounts on Installment Payment Dates or at Stated Maturity. The Trustee may conclusively rely on such Company Request and shall have no duty with respect to the calculations referred to in the foregoing clause (D), other than to make them available for inspection by any Holder of Bonds at the Corporate Trust Office upon reasonable notice and during business hours. The Trustee shall, at the expense of ELI, send to each Holder of Bonds in respect of which a Payment Adjustment has been made at least 30 days before the first payment date to be affected thereby, by first class mail, a copy of a schedule of principal amounts of Bonds to be repaid after giving effect to such Payment Adjustment. (ii) In the event that there shall have been any partial redemption of the Bonds (other than pursuant to principal installment payments), each Installment Payment Amount for each Bond subsequent to such redemption shall be reduced by (i) in the case of a partial redemption pursuant to Section 1.05 hereof, an amount equal to the amount obtained by multiplying such Installment Payment Amount as in effect prior to such redemption by a fraction of which the numerator shall be the aggregate principal amount of Bonds redeemed pursuant to such partial redemption, and the denominator shall be the aggregate unpaid principal amount of Bonds Outstanding immediately prior to such redemption and (ii) in the case of a partial redemption pursuant to Section 1.03 hereof, an amount such that the aggregate of all principal installment payments to be made on the Bonds on the relevant Installment Payment Date shall be equal to the amount of principal of the Pledged Lessor Bonds to be paid on such date under the remaining Lease Indentures, any such reduction to be made on a pro rata basis, as nearly as practicable, among the Holders of the Bonds of such series. SECTION 1.03. Redemption upon Lease Termination. If any Lease is to be terminated pursuant to Section 13(f) or (g) or Section 14 thereof, or Section 16(d)(5) of the related Participation Agreement, and all Pledged Lessor Bonds issued under the related Lease Indenture are to be prepaid, Bonds, equal in principal amount to the Pledged Lessor Bonds issued under such Lease Indenture shall be redeemed, on the date on which such Pledged Lessor Bonds are to be prepaid, at a Redemption Price equal to 100% of the unpaid principal amount thereof plus accrued interest, if any, to the Redemption Date, all subject, however, except in the case of a termination pursuant to Section 14 of such Lease, to the right of ELI to assume such Pledged Lessor Bonds in which event there shall be no redemption of Bonds as a consequence of such termination. SECTION 1.04. Sinking Fund Redemption. There shall be no Sinking Fund for the retirement of the Bonds of either series. SECTION 1.05. Other Redemption. The Bonds shall be subject to redemption, at the option of the Company, with the written consent of the Lessee and the Owner Trustee, in whole at any time or in part from time to time, at the Redemption Price of 100% of the unpaid principal amount of the Bonds to be so redeemed, plus accrued interest, if any, thereon to the Redemption Date, plus, if such redemption is made prior to January 22, 2008, the Make-Whole Premium, if any. "Make- Whole Premium" shall mean, with respect to the principal amount of any Bond to be redeemed on any Redemption Date, the amount which the Investment Banker determines as of the third Business Day prior to such Redemption Date to equal the product obtained by multiplying (a) the excess, if any, of (i) the sum of the present values of all the remaining scheduled payments of principal and interest from the Redemption Date to Stated Maturity, computed on a semi-annual basis by discounting such payments on each January 2 and July 2 at a rate equal to the Treasury Rate plus .125%, based on a 360-day year of twelve 30- day months, over (ii) the aggregate unpaid principal amount of such Bond plus any accrued but unpaid interest thereon by (b) a fraction the numerator of which shall be the principal amount of such Bond to be redeemed on such Redemption Date and the denominator of which shall be the aggregate unpaid principal amount of such Bond; provided that the aggregate unpaid principal amount of such Bond for the purpose of clauses (a)(ii) and (b) of this definition shall be determined after deducting the principal installment, if any, due on such Redemption Date. "Investment Banker" shall mean an independent investment banking institution of national standing appointed by ELI or, if the Trustee does not receive notice of such appointment at least ten days prior to a scheduled Redemption Date or if an event of default under any Lease shall have occurred and be continuing, appointed by the Owner Trustee. "Treasury Rate" shall mean, with respect to each Bond to be redeemed, a per annum rate (expressed as a semiannual equivalent and as a decimal and, in the case of United States Treasury bills, converted to a bond equivalent yield) determined to be the per annum rate equal to the semiannual yield to maturity of United States Treasury securities maturing on the Average Life Date of such Bond, as determined by interpolation between the most recent weekly average yields to maturity for two series of United States Treasury securities (A) one maturing as close as possible to, but earlier than, the Average Life Date of such Bond and (B) the other maturing as close as possible to, but later than, the Average Life Date of such Bond, in each case as published in the most recent H.15(519) (or, if a weekly average yield to maturity for United States Treasury securities maturing on the Average Life Date of such Bond is reported in the most recent H.15(519), as published in H.15(519)). H.15(519) means "Statistical Release H.15(519), Selected Interest Rates," or any successor publication, published by the Board of Governors of the Federal Reserve System. The most recent H.15(519) means the latest H.15(519) which is published prior to the close of business on the third business day prior to the applicable Redemption Date. "Average Life Date" shall mean, with respect to any Bond to be redeemed, the date which follows the redemption date by a period equal to the Remaining Weighted Average Life of such Bond. "Remaining Weighted Average Life" shall mean, with respect to any Bond to be redeemed, the number of days equal to the quotient obtained by dividing (A) the sum of the products obtained by multiplying (1) the amount of each remaining principal payment on such Bond by (2) the number of days from and including the redemption date, to but excluding the scheduled payment date of such principal payment by (B) the unpaid principal amount of such Bond. Section 1.06. Selection by Trustee of Bonds to be Redeemed. Subject to the provisions of subsection (a) and (b) of Section 6.03 of the Original Indenture, if fewer than all of the Bonds are to be redeemed, the particular Bonds to be redeemed shall be selected not more than 45 days prior to the Redemption Date by the Trustee by prorating, as nearly as practicable, the principal amount of such Bonds to be redeemed among the Holders of such Bonds. ARTICLE TWO PLEDGE OF LESSOR BONDS Section 2.01. Pledge of Lessor Bonds. To secure the payment of the principal of and premium, if any, and interest on all the Securities from time to time Outstanding under the Indenture, and the performance of the covenants therein and herein contained, the Company by these presents does grant, bargain, sell, release, convey, assign, transfer, mortgage, hypothecate, pledge, confirm to the Trustee and create a security interest in favor of the Trustee, for the benefit of the Holders, in the Lessor Bonds identified on Schedule 1 hereto (herein referred to as the "Pledged Lessor Bonds"), to be held by the Trustee, in trust, for the uses and purposes, and subject to the covenants and conditions, set forth in the Original Indenture. ARTICLE THREE MISCELLANEOUS SECTION 3.01. Execution as Supplemental Indenture. This Supplemental Indenture No. 1 is executed and shall be construed as an indenture supplemental to the Original Indenture and, as provided in the Original Indenture, this Supplemental Indenture No. 1 forms a part thereof. SECTION 3.02. Definitions. Capitalized terms used which are not defined herein shall have the meanings ascribed thereto in the Original Indenture. SECTION 3.03. Counterpart Execution. This Supplemental Indenture No. 1 may be executed in any number of counterparts and by each of the parties hereto or thereto on separate counterparts, all such counterparts together constituting but one and the same instrument. SECTION 3.02. Governing Law. This Supplemental Indenture No. 1 is being and will be executed and delivered in the State of New York, shall be deemed to be a contract made in such State and for all purposes shall be construed in accordance with and governed by the laws of the State of New York, except to the extent that laws of other jurisdictions are mandatorily applicable. IN WITNESS WHEREOF, the Company, ELI and the Trustee have caused this Supplemental Indenture No. 1 to be duly executed as of the day and year first above written. W3A FUNDING CORPORATION By ------------------------- Title: Vice President ENTERGY LOUISIANA, INC. By ------------------------- Title: Vice President BANKERS TRUST COMPANY, as Trustee By -------------------------- Title: Vice President STATE OF NEW YORK ) )ss.: COUNTY OF NEW YORK ) Personally appeared before me, the undersigned authority in and for the said county and state, on this ____ day of ____________, within my jurisdiction, the within named _____________, who acknowledged that he is a Vice President of W3A FUNDING CORPORATION, a Delaware corporation, and that for and on behalf of the said corporation, and as its act and deed, he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ___________________________________ Notary Public My Commission Expires: __________________________ STATE OF LOUISIANA ) )ss.: PARISH OF ORLEANS ) Personally appeared before me, the undersigned authority in and for the said parish and state, on this ____ day of _____________, within my jurisdiction, the within named ___________, who acknowledged that he is a ______________________ _________ of ENTERGY LOUISIANA, INC., a Louisiana corporation, and that for and on behalf of the said corporation, and as its act and deed, he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ___________________________________ Notary Public My Commission Expires: __________________________ STATE OF NEW YORK ) )ss.: COUNTY OF NEW YORK ) Personally appeared before me, the undersigned authority in and for the said county and state, on this ____ day of _______________, within my jurisdiction, the within named ________________, who acknowledged that he is a Vice President of BANKERS TRUST COMPANY, a New York banking corporation, Trustee under the above and foregoing instrument, and that for and on behalf of the said corporation, and as its act and deed in said capacity as Trustee and its having been duly authorized so to do, he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ___________________________________ Notary Public My Commission Expires: __________________________ SCHEDULE 1 PLEDGED LESSOR BONDS Lessor Bonds Issued Under Lease Indenture No. 1 Principal Interest Number Amount Rate Maturity ------ --------- -------- -------- R-1A-1 174,000,000 8.09% January 2, 2017 Lessor Bonds Issued Under Lease Indenture No. 2 Principal Interest Number Amount Rate Maturity ------ ---------- --------- -------- R-2B-1 87,000,000 8.09% January 2, 2017 Lessor Bonds Issued Under Lease Indenture No. 3 Principal Interest Number Amount Rate Maturity ------ ---------- --------- -------- R-3C-1 46,632,000 8.09% January 2, 2017 EXHIBIT A FORM OF BOND NUMBER R- ________________________ WATERFORD 3 SECURED LEASE OBLIGATION BOND, 8.09 % SERIES DUE 2017 STATED INTEREST RATE MATURITY CUSIP 8.09% January 2, 2017 REGISTERED HOLDER: ORIGINAL PRINCIPAL AMOUNT: DOLLARS W3A Funding Corporation, a Delaware corporation (hereinafter called the "Company", which term includes any successor corporation under the Indenture referred to below, all capitalized terms used herein without definition herein having the meanings ascribed thereto in such Indenture), for value received hereby promises to pay to the Registered Holder named above, or registered assigns, the unpaid portion of the Original Principal Amount (stated above) in installments on each Installment Payment Date as set forth below with the final installment due and payable on the Stated Maturity (stated above) and to pay interest (computed on the basis of a 360-day year consisting of twelve 30-day months) on the principal amount remaining unpaid from time to time from the most recent interest payment date to which interest has been paid or duly provided for or, if this Bond is dated prior to January 2, 1998, the date of the original issuance of Bonds of this series, semiannually on January 2 and July 2 in each year, commencing January 2, 1998 at the Interest Rate (stated above) per annum, until the principal hereof is paid in full or made available for payment. Payment of the principal of, and premium, if any, and interest on this Bond shall be made upon presentation and surrender hereof at the Corporate Trust Office of the Trustee in such coin or currency of the United States of America as at the time of payment is legal tender for payment of debts, except that (i) payment of interest and Installment Payment Amounts (other than such amounts payable on the Stated Maturity hereof) shall be made, without presentation or surrender hereof, by check mailed to the address of the Holder of this Bond at the close of business on the Regular Record Date for such payment, whether or not such Regular Record Date is a Business Day, as such address shall appear in the Security Register and (ii) if such Holder shall be a securities depositary, such payment shall be made by such means in lieu of check as shall be agreed upon by ELI (as hereinafter defined), the Trustee and such Holder. The Regular Record Date for a January 2 payment shall be December 15 and the Regular Record Date for a July 2 payment shall be June 15. Notwithstanding the foregoing, any interest or Installment Payment Amount not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Regular Record Date, and may be paid to the person in whose name this Bond (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such defaulted interest or defaulted installment to be fixed by the Trustee (as defined on the reverse hereof), notice of which shall be given to the Holders of the Bonds not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Bonds may be listed, and upon such notice as may be required by such exchange, all as more fully provided in such Indenture. As provided in the Indenture, in any case where any Redemption Date, Installment Payment Date or the Stated Maturity of principal of or any installment of interest on any bond, or any date on which any defaulted interest or principal is proposed to be paid, shall not be a Business Day, then (notwithstanding any other provision of the Indenture or this Bond) payment of interest and/or principal and premium, if any, shall be due and payable on the next succeeding Business Day with the same force and effect as if made on or at such nominal Redemption Date, Stated Maturity, Installment Payment Date or date on which the defaulted interest or principal is proposed to be paid and no interest shall accrue on the amount so payable for the period from and after such Redemption Date, Stated Maturity, Installment Payment Date or date for the payment of defaulted interest or principal, as the case may be. This Bond is one of an authorized issue of Securities of the Company known as its "Waterford 3 Secured Lease Obligation Bonds, 8.09 % Series due 2017" (the "Bonds"). The Bonds are issued under and secured by a Collateral Trust Indenture, dated as of July 1, 1997 (the "Original Indenture"), among the Company, Entergy Louisiana, Inc. (formerly Louisiana Power & Light Company), a Louisiana corporation ("ELI"), and Bankers Trust Company, as trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), as supplemented by Supplemental Indenture No. 1, dated as of July 1, 1997 among such parties (together, and as thereafter amended in accordance with its terms, the "Indenture"). The Indenture permits the issuance of additional series of Securities for the purposes and as provided therein. All Bonds are secured equally and ratably with one another and with any other Securities of the Company issued under the Indenture, as amended or supplemented. Reference is hereby made to the Indenture and any supplements or amendments thereto for a description of the nature and extent of the Securities issued thereunder, the property assigned, pledged and transferred thereunder and the respective rights of the Holders of the Bonds and of the Trustee and the Company in respect of such security and the terms upon which the Bonds are to be authenticated and delivered. The Holder of this Bond, by its acceptance hereof, is deemed to have consented and agreed to all the terms and provisions of the Indenture. The unpaid principal of and premium, if any, and interest on this Bond are payable from and secured by the assets subject to the lien of the Indenture and the income and proceeds received by the Trustee therefrom and all payments of principal, premium, if any, and interest shall be made in accordance with the terms of the Indenture. The Indenture provides that certain promissory bonds ("Pledged Lessor Bonds") are subject to the lien of the Indenture and that additional Pledged Lessor Bonds, as and when issued, can be made subject to the lien of the Indenture pursuant to Indenture supplements. The Pledged Lessor Bonds subject to the lien of the Indenture on the date of the initial issuance of Bonds were issued by First National Bank of Commerce, as owner trustee ("Owner Trustee") under each of Trust Agreement No. 1, Trust Agreement No. 2 and Trust Agreement No. 3 (each, a "Trust Agreement" and, together, the "Trust Agreements"), each such Trust Agreement with the institutional investor party thereto (each such institutional investor, an "Owner Participant"). Such Pledged Lessor Bonds were issued under either Indenture of Mortgage and Deed of Trust No. 1, or Indenture of Mortgage and Deed of Trust No. 2 or Indenture of Mortgage and Deed of Trust No. 3, each such indenture between an Owner Trustee, as owner trustee and lessor (a "Lessor") and Bankers Trust Company and Stanley Burg, as Corporate Indenture Trustee and Individual Indenture Trustee, respectively (each of such indentures, as it was executed and delivered and as thereafter amended in accordance with its terms, being herein called a "Lease Indenture" and each Corporate Indenture Trustee thereunder being herein called a "Lease Indenture Trustee"). Reference is made to each Lease Indenture for a description of the nature and extent of property assigned, pledged, transferred and mortgaged thereunder and the rights of the holders of Pledged Lessor Bonds. Except as expressly provided in a Lease Indenture, all payments of principal, premium, if any, and interest to be made on a Pledged Lessor Bond issued under such Lease Indenture will be made only from the assets subject to the lien of such Lease Indenture or the income and proceeds received by the Lease Indenture Trustee therefrom, including, in the case of each Lease Indenture, the rights of the Lessor which is a party thereto to receive basic rentals and certain other payments under a Facility Lease with ELI relating to an undivided interest in certain assets constituting part of Unit No. 3 of the Waterford Steam Electric Generating Station (each of such Facility Leases, as it was executed and delivered and as thereafter amended in accordance with its terms being herein called a "Lease"), which basic rentals and other payments will be at least sufficient to provide for the scheduled payments of the principal of and interest on each Pledged Lessor Bond issued under such Lease Indenture. Each Holder of this Bond, by its acceptance hereof, is deemed to have agreed (x) that it will look solely to the assets subject to the lien of the Indenture or the income or proceeds received by the Trustee therefrom, to the extent available for distribution to the Holder hereof as provided in the Indenture, and (y) that none of any Owner Participant, any Lessor, any Lease Indenture Trustee or the Trustee is liable to the Holder hereof or, in the case of any Owner Participant, Lessor or Lease Indenture Trustee, to the Trustee, for any amounts payable on this Bond, or, except as provided in the Indenture with respect to the Trustee, for any liability under the Indenture. With certain exceptions as therein provided, the supplementation of the Indenture for the purpose of adding any provisions thereto, or changing in any manner or eliminating any of the provisions thereof, will require the consent of the Holders of not less than a majority in aggregate unpaid principal amount of all Securities of all series at the time Outstanding under the Indenture considered as one class; provided, however, that if there shall be Securities of more than one series Outstanding under the Indenture and if a proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such series, then the consent only of the Holders of a majority in aggregate unpaid principal amount of the Outstanding Securities of all series so directly affected, considered as one class, shall be required. The Indenture also contains provisions permitting the Holders of not less than a majority in aggregate unpaid principal amount of the Securities at the time Outstanding, on behalf of the Holders of all of the Securities, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Bond shall be conclusive and binding upon such Holder and upon all future Holders of this Bond and of any Bond issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Bond. On each Installment Payment Date set forth below, the Company shall pay an installment of principal of this Bond equal (subject to adjustment as hereinafter described) in amount to the Installment Payment Percentage set forth below for such Installment Payment Date multiplied by the Original Principal Amount stated on the face of this Bond. Installment Installment Outstanding Payment Date Payment Percentage Balance Factor January 2, 1999 8.205086597% 0.9179491 January 2, 2000 6.682958210% 0.8511196 January 2, 2001 6.682957885% 0.7842900 January 2, 2002 6.682958210% 0.7174604 January 2, 2003 10.824584244% 0.6092145 January 2, 2004 5.353311749% 0.5556814 January 2, 2005 0.203574401% 0.5536457 January 2, 2006 0.864755617% 0.5449981 January 2, 2007 0.989230639% 0.5351058 January 2, 2008 1.710452749% 0.5180013 January 2, 2009 3.631649503% 0.4816848 January 2, 2010 4.847784366% 0.4332070 January 2, 2011 7.737269855% 0.3558343 January 2, 2012 4.543215595% 0.3104021 January 2, 2013 3.328583177% 0.2771163 January 2, 2014 4.481746047% 0.2322988 January 2, 2015 4.111220549% 0.1911866 January 2, 2016 0.430046614% 0.1868861 January 2, 2017 18.688613993% 0.0000000 The "Outstanding Balance Factor" as used in the foregoing table is for descriptive purposes only, and, unless there has been a partial redemption or a default or another installment payment adjustment, when multiplied by the Original Principal Amount of this Bond, represents the remaining unpaid principal amount of this Bond as of the Installment Payment Date indicated after payment of the principal installment on such date. As provided in the Indenture, the Stated Maturity and the amount of installment payments of principal for the Bonds may be adjusted, subject to certain restrictions, at the discretion of the Company in connection with certain recalculations of basic rent pursuant to either of the Leases; provided, however, that no payment adjustment shall be made by the Company which will increase or decrease the average life of the Bonds of this series (calculated in accordance with generally accepted financial practice from the date of initial issuance) by more than 6 months or extend the Stated Maturity of Bonds of this series. In the event of any partial redemption of Bonds (other than pursuant to the aforementioned principal installment payments) the amount of each installment payment of principal to be paid thereafter pursuant to the installment payment schedule indicated above and at the Stated Maturity shall be adjusted in accordance with the Indenture. Notwithstanding anything to the contrary set forth herein or in the Indenture, the unpaid principal amount hereof recorded on the Security Register maintained by the Security Registrar shall be controlling as to the remaining unpaid principal amount hereof. If any Lease is to be terminated pursuant to Section 13(f) or (g) or Section 14 thereof, or Section 16(d)(5) of the related Participation Agreement, and all Lessor Bonds issued under the related Lease Indenture are to be prepaid, Bonds, equal in principal amount to the Pledged Lessor Bonds issued under such Lease Indenture, shall be redeemed, on the date on which such Pledged Lessor Bonds are to be prepaid, at a redemption price equal to 100% of the unpaid principal amount thereof plus accrued interest to the Redemption Date, all subject, however, except in the case of a termination pursuant to Section 14 of such Lease, to the right of ELI to assume such Pledged Lessor Bonds in which event there shall be no redemption of Bonds as a consequence of such termination. The Bonds of this series shall be subject to redemption, at the option of the Company, with the prior written consent of the Lessee and the Owner Trustee, in whole at any time or in part from time to time, at the Redemption Price of 100% of the unpaid principal amount of such Bonds to be so redeemed, plus accrued interest, if any, thereon to the Redemption Date, plus, if such redemption is made prior to January 22, 2008, the Make- Whole Premium, if any, for the Bonds calculated as provided in the Indenture. In the event that any of the Bonds are called for redemption, notice shall be given to the Holders in accordance with Section 6.04 of the Original Indenture not less than 30 nor more than 60 days prior to the redemption date. With respect to any notice of redemption of Bonds (and not with respect to installment payments of principal payable on Installment Payment Dates) unless, upon the giving of such notice, such Bonds shall be deemed to have been paid in accordance with the provisions of the Indenture, such notice shall state that such redemption shall be conditional upon the receipt by the Trustee, on or prior to the date fixed for such redemption, of money sufficient to pay the principal of and premium, if any, and interest on such Bonds and that if such money shall not have been so received such notice shall be of no force or effect and the Company shall not be required to redeem such Securities. In the event that such notice of redemption contains such a condition and such money is not so received, the redemption shall not be made. Bonds (or portions thereof as aforesaid) for which redemption and payment provision is made in accordance with the Indenture shall thereupon cease to be entitled to the lien of the Indenture and shall cease to bear interest from and after the date fixed for redemption. If an Event of Default shall occur, the unpaid principal of this Bond may become or be declared due and payable in the manner and with the effect provided in the Indenture. The obligation of the Company to pay the principal of and premium, if any, and interest on this Bond, and the lien of the Indenture, is subject to being legally discharged prior to the Stated Maturity of this Bond upon the deposit with the Trustee of cash or certain securities sufficient to pay this Bond when due in accordance with the terms of the Indenture. This Bond is transferable by the Holder hereof in person or by attorney authorized in writing, at the Corporate Trust Office of the Security Registrar (or if such office is not in the Borough of Manhattan, The City of New York, at either such office or an office to be maintained in such Borough). Upon surrender for registration of transfer of this Bond, the Company shall execute, and the Trustee (or any Authenticating Agent) shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of the same series, of authorized denominations and of like tenor and aggregate principal amount. The Bonds are issuable only as registered Bonds without coupons in denominations of $1,000 and/or any integral multiple thereof. As provided in and subject to the provisions of the Indenture, Bonds may be exchanged for other Bonds of the same series, of authorized denominations, and of like tenor and aggregate principal amount, upon surrender at any office maintained for such purpose pursuant to the Indenture. No service charge will be made to any Holder of Bonds for any such transfer or exchange but the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The person in whose name this Bond is registered shall be deemed to be the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Bond be overdue, regardless of any notice to anyone to the contrary. As provided in the Indenture, the Indenture and the Bonds shall be construed in accordance with and governed by the laws of the State of New York, except to the extent that laws of other jurisdictions are mandatorily applicable. Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Bond shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this Bond to be duly executed under its corporate seal. Dated: W3A FUNDING CORPORATION By ---------------------- Vice President Attest -------------------------- Secretary CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture , as Trustee By ------------------------ Authorized Officer Dated __________________________ AMENDMENT NO. 1 dated as of June 25, 1997 to TAX INDEMNIFICATION AGREEMENT No. 1 dated as of September 1, 1989 between ESSL 2, INC. Beneficiary under Trust Agreement No. 1, dated as of September 1, 1989 with FIRST NATIONAL BANK OF COMMERCE AS OWNER TRUSTEE, Lessor, and ENTERGY LOUISIANA, INC. (formerly Louisiana Power & Light Company) Lessee SALE AND LEASEBACK OF AN UNDIVIDED INTEREST IN UNIT NO. 3 OF THE WATERFORD STEAM ELECTRIC GENERATING STATION AMENDMENT NO. 1, dated as of June 25, 1997 ("TIA Amendment No. 1"), to TAX INDEMNIFICATION AGREEMENT No. 1, dated as of September 1, 1989, between ESSL 2 INC., a Delaware corporation (the "Owner Participant"), beneficiary under the Trust Agreement, with FIRST NATIONAL BANK OF COMMERCE, a national banking association, not in its individual capacity, but solely as Owner Trustee under the Trust Agreement (the "Lessor") and ENTERGY LOUISIANA, INC. (formerly Louisiana Power & Light Company), a Delaware corporation (the "Lessee"). Capitalized terms not otherwise defined herein shall have the respective meanings specified in Appendix A to the Participation Agreement No. 1, dated as of September 1, 1989, (as amended by Amendment No. 1 thereto, dated as of the date hereof and as otherwise modified, amended or supplemented pursuant to the terms thereof; the "Participation Agreement") among the Owner Participant, the Lessor, BANKER'S TRUST COMPANY, not in its individual capacity but solely as successor Corporate Indenture Trustee under Indenture No. 1 and STANLEY BURG, not in his individual capacity but solely as successor Individual Indenture Trustee under Indenture No. 1, and the Lessee, or the Refunding Agreement. WHEREAS, pursuant to Participation Agreement No. 1, the Lessor agreed to purchase the Undivided Interest with funds provided by the Owner Participant and by the issuance of the Initial Series Bonds; WHEREAS, the Lessor executed the Facility Lease pursuant to which the Lessor has leased the Undivided Interest to the Lessee; WHEREAS, the Lessee and the Owner Participant have agreed for the Owner Participant to make an Additional Equity Investment and to cause the refinancing of the Initial Series Bonds through the issuance of the 1997 Bonds in amounts which, when added to the Additional Equity Investment made by the Owner Participant and any Rent paid by the Lessee, will be sufficient to redeem the Initial Series Bonds, including any premium and accrued interest thereon and to pay the Refunding Expenses; and WHEREAS, the Owner Participant and the Lessee have heretofore executed Tax Indemnification Agreement No. 1 and desire to amend Tax Indemnification Agreement No. 1 as hereinafter provided to clarify their respective rights and obligations arising from the transactions contemplated by Refunding Agreement No. 1 (the "Refunding"); NOW, THEREFORE, THIS AGREEMENT WITNESSETH: Tax Indemnification Agreement No. 1 is hereby amended, effective upon the execution and delivery of this Agreement, as follows: 1. Section 1.1(h) thereof is amended by (i) deleting the word "and" before "(vii)" and (ii) inserting the words ", and (viii) any Supplemental Rent paid in connection with the Refunding" immediately after the words "retained by the Owner Participant". 2. Section 1.1(i) thereof is amended by (i) inserting the words "through 1992 and 35% for each taxable year" immediately after the words "each taxable year" and immediately before the word "thereafter". 3. Section 1.1(o) thereof is amended by inserting the words ", Retirement Premium Deduction, Refunding Amortization Deductions" immediately after the words "the Amortization Deductions" and immediately before the words "and the Interest Deductions". 4. Section 1.1(p) thereof is amended by inserting the words "and the Refunding Date will be the date set forth in Schedule 1 to Amendment No. 1 to the Participation Agreement" immediately after the words "Participation Agreement" and immediately before the period ending the sentence. 5. Section 1.1 thereof is amended by adding the following tax assumptions after Section 1.1(p): "(q) The Owner Participant will be allowed a deduction for the premium paid with respect to the Refunded Bonds in the taxable year of the Owner Participant in which such premium is paid or accrued (the "Retirement Premium Deduction"); and the Owner Participant will be entitled to take the Retirement Premium Deduction into account in computing its consolidated federal income tax liability in accordance with the accrual method of tax accounting. (r) The Owner Participant will be allowed deductions for amortization of an amount equal to the Refunding Expenses to the extent payable by the Lessor pursuant to Section 3.01 of the Refunding Agreement computed on a straight-line basis over a term from the Refunding Date to the end of the Basic Lease Term (the "Refunding Amortization Deductions"); and the Owner Participant will be entitled to take the Refunding Amortization Deductions into account in computing its consolidated federal income tax liability in accordance with the accrual method of tax accounting." 6. The last sentence of section 1.1 thereof is amended by replacing "(p)" immediately after the words "The foregoing clauses (a) through" with "(r)". 7. Section 1.2(1)(d) thereof is amended by inserting the words "the Retirement Premium Deduction, the Refunding Amortization Deductions" immediately after the words "the Amortization Deductions," and immediately before the words "or any corresponding deduction or credit". 8. Section 1.2(1) is amended by adding the following representation after Section 1.2(1)(e): "(f) Assuming that the Facility Lease is a "true" lease for federal income tax purposes, the Owner Participant will be entitled to deduct the Retirement Premium Deduction and the Refunding Amortization Deductions." 9. Section 3.1(a)(1)(A) thereof is amended by inserting the words "(except the Refunding Agreement and any related amendments to the Transaction Documents)" (i) immediately after the words "the Transaction Documents" and immediately before the words "or an act", (ii) immediately after the words "the Transaction Documents" and immediately before the words ") by (i)" and (iii) immediately after the words "the Transaction Documents" and immediately before words ", shall each be an act". 10. Section 3.1(a)(1) thereof is amended by deleting the word "or" at the end of paragraph (F) thereof, inserting the word "or" at the end of paragraph (G) thereof and adding the following paragraph after paragraph (G) thereof: "(H) the presence of Funding Corporation, or any successor or assign thereof, in the transactions contemplated by the Transaction Documents," 11. Section 3.1(a)(2)(A) thereof is amended by inserting the words "the Retirement Premium Deduction, the Refunding Amortization Deductions", immediately after the words "the Amortization Deductions," and immediately before the words "or the Interest Deductions". 12. Section 6(a) thereof is amended by inserting the words ", the Retirement Premium Deduction, the Refunding Amortization Deductions" immediately after the words "the Amortization Deductions" and immediately before the words "or the Interest Deductions". 13. Section 6(b) thereof is amended by inserting the words ", the Retirement Premium Deduction, the Refunding Amortization Deductions" immediately after the words "the Amortization Deductions" and immediately before the words "or the Interest Deductions". IN WITNESS WHEREOF, the Owner Participant and the Lessee have each caused this TIA Amendment No. 1 to be duly executed in New York, New York by their respective officers thereunto duly authorized as of the date first set forth above. ENTERGY LOUISIANA, INC. Name: Title: ATTEST: ESSL 2, INC. Name: Name: Title: Title: ACKNOWLEDGMENT STATE OF NEW YORK ) ) SS.: COUNTY OF NEW YORK ) On this ____ day of _________, ____, before me, the undersigned Notary Public, duly commissioned and qualified within the State and County aforesaid, personally came and appeared _____________________, who being by me duly sworn did say that he is a ___________________ of ESSL 2, INC., a Delaware corporation, and that said instrument was signed on behalf of said corporation by authority of its Board of Directors and that he acknowledged said instrument to be the free act and deed of said corporation. Notary Public My Commission Expires: _________ __, ____ ACKNOWLEDGMENT STATE OF NEW YORK ) ) SS.: COUNTY OF NEW YORK ) On this ____ day of _________, ____, before me, the undersigned Notary Public, duly commissioned and qualified within the State and County aforesaid, personally came and appeared _____________________, who being by me duly sworn did say that he is a ___________________ of ENTERGY LOUISIANA, INC., a Delaware corporation, and that said instrument was signed on behalf of said corporation by authority of its Board of Directors and that he acknowledged said instrument to be the free act and deed of said corporation. Notary Public My Commission Expires: _________ __, ____ EX-4 4 Exhibit 3 REFUNDING AGREEMENT NO. 2 dated as of June 27, 1997 among ESSL 2, INC., as Owner Participant, W3A FUNDING CORPORATION, as Funding Corporation, FIRST NATIONAL BANK OF COMMERCE, as Owner Trustee, BANKERS TRUST COMPANY, as Corporate Indenture Trustee under Indenture of Mortgage and Deed of Trust No. 2, dated as of September 1, 1989, as supplemented, with the Owner Trustee, and as Collateral Trust Trustee under Collateral Trust Indenture to be dated as of July 1, 1997, with the Lessee and Funding Corporation, STANLEY BURG, as Individual Indenture Trustee under Indenture of Mortgage and Deed of Trust No. 2, dated as of September 1, 1989, as supplemented, with the Owner Trustee, and ENTERGY LOUISIANA, INC. (formerly Louisiana Power & Light Company), as Lessee This REFUNDING AGREEMENT NO. 2, dated as of June 27, 1997, among ESSL 2, INC., as Owner Participant (such term and all other capitalized terms used herein and not defined herein having the respective meanings specified in Appendix A to the Participation Agreement referred to below, as modified by Schedule A-1 thereto), W3A FUNDING CORPORATION, as Funding Corporation, FIRST NATIONAL BANK OF COMMERCE, not in its individual capacity but solely as Owner Trustee, BANKERS TRUST COMPANY, as Corporate Indenture Trustee under the Indenture and as Collateral Trust Trustee under the Collateral Trust Indenture, STANLEY BURG, not in his individual capacity but solely as Individual Indenture Trustee under the Indenture, and ENTERGY LOUISIANA, INC. (formerly Louisiana Power & Light Company), as Lessee, W I T N E S S E T H: WHEREAS, the parties to this Refunding Agreement, other than Funding Corporation and the Collateral Trust Trustee, are parties to Participation Agreement No. 2, dated as of September 1, 1989 (as the same may be amended, modified or supplemented from time to time, the "Participation Agreement"), among the Owner Participant, the Owner Trustee, the Corporate Indenture Trustee, the Individual Indenture Trustee and the Lessee; and WHEREAS, the Initial Series Bonds were issued by the Owner Trustee in connection with the acquisition of the Undivided Interest; and WHEREAS, Section 2(b) of the Participation Agreement provides for a refunding of Outstanding Bonds upon satisfaction of the conditions set forth in Sections 2 and 10(c) of the Participation Agreement and Section 2.05 of the Indenture; and WHEREAS, the Lessee has requested such a refunding; and WHEREAS, Section 3(e) of the Facility Lease provides for an adjustment to Basic Rent and the Value Schedules in connection with the issuance of any Refunding Bonds; and WHEREAS, the Lessee and the Owner Participant have agreed for the Owner Participant to make an additional equity investment and to cause the refinancing of the Outstanding Initial Series Bonds through the issuance of Refunding Bonds and other Additional Bonds (together, the "1997 Bonds") in amounts sufficient to redeem such Outstanding Initial Series Bonds and finance certain transaction expenses associated therewith and the premium thereon, and accordingly have agreed that the refunding contemplated by this Agreement will require certain amendments to the Transaction Documents; and WHEREAS, on June 20, 1997, at the direction of the Lessee and the Owner Participant, the Owner Trustee gave the Indenture Trustee notice of redemption of the Initial Series Bonds on July 17, 1997 (the "Refunding Date"), and the Indenture Trustee gave notice of such redemption to the Holders of such Bonds on June 27, 1997, which notice provided, in accordance with Section 5.05 of the Indenture, that such redemption is conditional upon the receipt by the Indenture Trustee, on or prior to the Refunding Date, of money sufficient to pay the principal of, premium, if any, and interest on the Initial Series Bonds then outstanding and that, if such money shall not have been so received, said notice shall be of no force and effect and the Owner Trustee shall not be required to redeem such Outstanding Initial Series Bonds; and WHEREAS, the parties hereto wish to effect the refunding of the Outstanding Initial Series Bonds through a refunding transaction in which, among other things, Funding Corporation will issue Collateral Bonds to the public and will apply a portion of the proceeds thereof as a Refunding Loan for the account of the Owner Trustee for the refunding in whole of the Outstanding Initial Series Bonds and the payment of a portion of the premium related thereto, such loan to be evidenced by Additional Bonds issued by the Owner Trustee to or upon the order of Funding Corporation; and WHEREAS, the Lessee proposes to enter into an Underwriting Agreement, dated the date hereof (the "Refunding Underwriting Agreement"), with Funding Corporation, Morgan Stanley & Co. Incorporated and Citicorp Securities, Inc. (the "Refunding Underwriters"); and WHEREAS, in connection with the aforesaid, it will be necessary for the Owner Participant, the Lessee, Funding Corporation, the Owner Trustee, the Indenture Trustee and the Collateral Trust Trustee, subject to the conditions set forth herein, to enter into Amendment No. 1, dated as of July 1, 1997, to the Participation Agreement ("PA Amendment No. 1"), to make certain amendments and add certain provisions thereto; and WHEREAS, Section 10.01 of the Indenture provides, among other things, that the parties to the Indenture may, without consent of the Holders of any Bonds, execute a Series Supplemental Indenture in order to establish the terms of Additional Bonds and to make certain changes to the Indenture; and WHEREAS, subject to the conditions set forth herein, the Owner Trustee and the Indenture Trustee will execute Supplemental Indenture No. 2 to the Indenture, dated as of July 1, 1997 ("Supplemental Indenture No. 2"), providing, among other things, for the issuance of 1997 Bonds with the respective terms and conditions specified therein; and WHEREAS, Section 10.03 of the Indenture provides, among other things, that without the consent of the Holders of any Bonds, the Indenture Trustee (x) shall, upon receipt of a written instruction from the Lessee and the Owner Trustee, consent to certain amendments of the Facility Lease and (y) may join in certain amendments of the Participation Agreement; and WHEREAS, subject to the conditions set forth herein, the Owner Trustee and the Lessee intend to execute Lease Supplement No. 1 to the Facility Lease, dated as of July 1, 1997 ("Lease Supplement No. 1"), to make certain amendments to the Facility Lease; and WHEREAS, subject to the conditions set forth herein, the Owner Participant and the Lessee intend to execute Amendment No. 1, dated as of July 1, 1997 to the Tax Indemnification Agreement ("TIA Amendment No. 1") to amend certain provisions of the Tax Indemnification Agreement; and WHEREAS, Basic Rent and the Value Schedules, as set forth in Lease Supplement No. 1, will be adjusted to take into effect, among other things, the additional Tax Assumptions set forth in TIA Amendment No. 1 and the additional Pricing Assumptions set forth in Schedule 1 to PA Amendment No. 1; NOW, THEREFORE, in consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE ONE REFUNDING TRANSACTIONS 1.11. Agreement of Funding Corporation. Subject to the satisfaction or written waiver of the terms and conditions hereof and of Section 2 and 10(c) of the Participation Agreement, on the Refunding Date, Funding Corporation shall make a Refunding Loan by paying to the Indenture Trustee for the account of the Owner Trustee immediately available funds in an amount equal to $87,000,000, and shall receive the Owner Trustee's 1997 Bonds to evidence such Refunding Loan, as described in Section 1.02. The proceeds of the Refunding Loan shall be paid directly to a special account established by the Owner Trustee with the Indenture Trustee and shall be applied as set forth in Section 1.02. 1.12. Issuance of Refunding Bonds; Additional Equity Investment; Application of Proceeds. Subject to the satisfaction or written waiver of the terms and conditions hereof and of Sections 2 and 10(c) of the Participation Agreement and Section 2.05 of the Indenture, on the Refunding Date: (a)(i) the Lessee, the Owner Participant, Funding Corporation, the Owner Trustee, the Indenture Trustee, the Individual Indenture Trustee and the Collateral Trust Trustee shall enter into PA Amendment No. 1, (ii) the Lessee and the Lessor shall enter into Lease Supplement No. 1, (iii) the Owner Trustee, the Indenture Trustee and the Individual Indenture Trustee shall enter into Supplemental Indenture No. 2, (iv) the Lessee, Funding Corporation and the Collateral Trust Trustee shall enter into the Collateral Trust Indenture and, subject to satisfaction of the conditions therein set forth, Supplemental Indenture No. 1 thereto ("Collateral Trust Supplement"), and (v) the Lessee and the Owner Participant shall enter into TIA Amendment No. 1; and (b)(i) the Owner Participant shall pay to the Owner Trustee an additional equity investment of $1,448,179.38 ("Additional Equity Investment"), (ii) the Lessee shall make a Supplemental Rent payment in the amount of $370,565.85; and (iii) the Owner Trustee shall issue the 1997 Bonds in the principal amount of $87,000,000 and apply the Refunding Loan, the Additional Equity Investment and the Supplemental Rent payment to redeem the Initial Series Bonds then Outstanding maturing in 2005 ("Series 2005 Bonds") for an amount equal to 102.060% of the outstanding principal amount thereof (such outstanding principal amount being $36,674,000) plus accrued interest thereon and to redeem the Initial Series Bonds then Outstanding maturing in 2017 ("Series 2017 Bonds") for an amount equal to 106.402% of the outstanding principal amount thereof (such outstanding principal amount being $47,949,000) plus accrued interest thereon. The Owner Participant shall pay the Additional Equity Investment and the Lessee shall pay the Supplemental Rent payment directly to the special account established by the Owner Trustee with the Indenture Trustee. Upon receipt of the Refunding Loan in the aggregate principal amount of $87,000,000 and the payments of the Owner Participant and the Lessee described above, the Indenture Trustee, at the direction of the Owner Trustee shall (i) authenticate and deliver the 1997 Bonds of the series and in the aggregate principal amount of the Refunding Loan, and bearing interest at the rates per annum and having such other terms and conditions as set forth in Supplemental Indenture No. 2, and (ii) apply the Refunding Portion of the Refunding Loan and the payments of the Owner Participant and the Lessee pursuant to clause (b) of this paragraph to the redemption of the Series 2005 Bonds and Series 2017 Bonds then outstanding. Upon issuance of the 1997 Bonds to Funding Corporation, Funding Corporation shall pledge such 1997 Bonds in accordance with the terms of the Collateral Trust Indenture. 1.13. Implementation. (a) Forms. The forms of PA Amendment No. 1, Supplemental Indenture No. 2, Lease Supplement No. 1, the Collateral Trust Indenture, the Collateral Trust Supplement and TIA Amendment No. 1 are attached hereto as Exhibits A, B, C, D, E and F, respectively. (b) Obligations of the Owner Participant. The Owner Participant hereby directs the Owner Trustee to execute and deliver this Refunding Agreement and, subject to the terms and conditions of Sections 2(b) and 10(c) of the Participation Agreement and Section 2.05 of the Indenture, the Owner Participant hereby agrees that, on the Refunding Date, it will direct the Owner Trustee to (i) execute and deliver PA Amendment No. 1, Supplemental Indenture No. 2 and Lease Supplement No. 1 (collectively, with this Refunding Agreement and TIA Amendment No. 1, the "Refunding Documents") in substantially the forms of Exhibits A, B and C hereto, respectively, (ii) instruct the Indenture Trustee to consent to Lease Supplement No. 1, (iii) execute the 1997 Bonds as contemplated by the Refunding Documents and request the Indenture Trustee (x) to authenticate and deliver the 1997 Bonds pursuant to Section 2.05 of the Indenture and (y) in view of the fact that Funding Corporation is to pledge such 1997 Bonds to the Collateral Trust Trustee, cause such 1997 Bonds to be delivered directly to, and registered in the name of, the Collateral Trust Trustee, and (iv) execute and deliver all other agreements, instruments and certificates contemplated by the Transaction Documents and the Refunding Documents. (c) Instruction and Consent. Subject to satisfaction of the terms and conditions of Sections 2(b) and 10(c) of the Participation Agreement and Section 2.05 of the Indenture, (x) in accordance with Section 10.03(a) of the Indenture, the Lessee and the Owner Trustee hereby instruct the Indenture Trustee to consent, effective as of the Refunding Date, to Lease Supplement No. 1, and the Indenture Trustee hereby so consents, and (y) in accordance with Section 10.01 and 10.03 of the Indenture, the Owner Trustee and the Indenture Trustee hereby consent and agree to execute and deliver PA Amendment No. 1 and Supplemental Indenture No. 2 on the Refunding Date. The Lessee consents to the execution and delivery of Supplemental Indenture No. 2 by the Owner Trustee and the Indenture Trustee on the Refunding Date. (d) Recordations and Filings. The Lessee shall cause to be made the recordations and filings set forth in Schedule 1 hereto on or prior to the Refunding Date and represents that such filings and recordations are all the recordations and filings necessary to preserve, protect and perfect the Owner Trustee's right, title and interest in and to the Undivided Interest, the Ground Lease Property and under the Facility Lease, as amended by Lease Amendment No. 1, and the security interest of the Indenture Trustee in the Lease Indenture Estate under the Indenture, as amended by Supplemental Indenture No. 2. (e) Funding Corporation Consent. Pursuant to the Collateral Trust Indenture, Funding Corporation shall assign to the Collateral Trust Trustee on the Refunding Date all of Funding Corporation's right, title and interest in and to the 1997 Bonds, as security for Funding Corporation's obligations under the related Refunding Collateral Bonds (as hereinafter defined) and under the Collateral Trust Indenture. Accordingly, Funding Corporation hereby consents to the Owner Trustee's issuance of the 1997 Bonds directly to the Collateral Trust Trustee. (f) Promissory Note; First Mortgage Bonds. The Lessee and the Owner Participant agree that a replacement Promissory Note in the amount of $54,626,322.18, dated the Refunding Date and reflecting the revisions to the Value Schedules contemplated by Lease Supplement No. 1 shall be delivered to the Owner Participant in exchange for the Promissory Note dated September 28, 1989 as contemplated by the last sentence of Section 16(a)(3) of the Participation Agreement. In addition, the Owner Participant shall surrender to the Lessee for retirement and cancellation First Mortgage Bonds as contemplated by the last sentence of Section 16(e)(4) of the Participation Agreement. (g) Terms of 1997 Bonds. In accordance with Section 2(b) of the Participation Agreement, the Lessee hereby gives the Owner Participant irrevocable notice that the terms of the 1997 Bonds shall be as set forth in Exhibit B hereto. The Owner Participant hereby agrees to accept a notice period of fewer than five Business Days as contemplated by Section 2(b) of the Participation Agreement. ARTICLE TWO CONDITIONS TO REFUNDING TRANSACTIONS 2.11. Conditions to Obligations of Funding Corporation and Lessee. The respective obligations of Funding Corporation and the Lessee to take the actions specified in Sections 1.01 and 1.02 are subject to the satisfaction on or before the Refunding Date of the following conditions: (i) the Refunding Underwriting Agreement relating to the offer and sale to the public of $307,632,000 aggregate principal amount of Secured Lease Obligation Bonds of Funding Corporation (the "Refunding Collateral Bonds") shall have been executed and delivered; (ii) the Refunding Underwriters shall have purchased the Refunding Collateral Bonds pursuant to the Refunding Underwriting Agreement; and (iii) the conditions set forth in Sections 2 and 10(c) of the Participation Agreement and in the Refunding Underwriting Agreement shall have been satisfied or waived in writing. 2.12. Conditions Precedent to Obligations of Owner Participant and Lessee. The obligations of the Owner Participant and the Lessee to take the actions specified in Article One hereof on the Refunding Date shall be subject to the following conditions precedent: (i) each of the representations and warranties of the Lessee set forth in Section 9(a)(1), (2), (3), (4), (5), (10), (11), (12), (15), (16), (19) and (20) of the Participation Agreement shall be true and correct as of the Refunding Date, provided that (a) all references therein to Closing Date shall be deemed to mean the Refunding Date, (b) the term Disclosure Documents shall be deemed to mean Lessee's latest Annual Report on Form 10-K filed with the SEC and all documents subsequently filed by the Lessee with the SEC pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act prior to the date of the execution and delivery of the Refunding Agreement, and (c) the references in clause (10) to June 30, 1989 shall be deemed to mean the last day of the fiscal quarter for which the most recent Quarterly Report on Form 10-Q has been filed with the SEC; and Lessee shall have delivered a certificate to such effect to the Owner Participant; and (ii) each of the representations and warranties of the Owner Participant set forth in Section 6(a)(1), (2), (3), (4), (5), (7) and (9) of the Participation Agreement shall be true and correct as of the Refunding Date, provided that all references therein to Closing Date shall be deemed to mean the Refunding Date; and the Owner Participant shall have delivered a certificate to such effect to the Lessee; (iii) each of the representations and warranties of FNBC and Owner Trustee set forth in Section 7(a)(1), (2), (3), (4), (5), (6), (7), (8), (9) and (10) of the Participation Agreement shall be true and correct as of the Refunding Date, provided that all references therein to Closing Date shall be deemed to mean the Refunding Date; and FNBC and the Owner Trustee shall have delivered a certificate to such effect to the Owner Participant and the Lessee; (iv) each of the representations and warranties of IT and the Indenture Trustee set forth in Section 8(a) of the Participation Agreement shall be true and correct as of the Refunding Date, provided that all references therein to Closing Date shall be deemed to mean the Refunding Date; and IT and the Indenture Trustee shall have delivered a certificate to such effect to the Owner Participant and the Lessee; (v) each of the representations and warranties of Funding Corporation set forth in Section 8A of the Participation Agreement shall be true and correct and Funding Corporation shall have delivered a certificate to such effect to the Owner Participant and the Lessee; (vi) each of the representations and warranties of the Collateral Trust Trustee set forth in Section 8B of the Participation Agreement shall be true and correct and the Collateral Trust Trustee shall have delivered a certificate to such effect to the Owner Participant and the Lessee; (vii) the Refunding Underwriting Agreement shall have been executed and delivered; (viii) the Refunding Underwriters shall have purchased the Refunding Collateral Bonds pursuant to the Refunding Underwriting Agreement; and (ix) the conditions set forth in Sections 2(b) and 10(c) of the Participation Agreement shall have been satisfied or waived in writing; provided, however, that the obligations of the Lessee shall not be subject to the conditions set forth in clause (i) above and the obligations of the Owner Participant shall not be subject to the conditions set forth in clause (ii) above. 2.13. Conditions to Obligation of Owner Trustee. The obligation of the Owner Trustee to issue and deliver the 1997 Bonds on the Refunding Date to the Collateral Trust Trustee, as assignee of Funding Corporation, in consideration of the Refunding Loan is subject to (x) the simultaneous performance by Funding Corporation of its obligations under Article One and the payment by the Owner Participant and the Lessee of the amounts provided in Section 1.02, (y) the satisfaction on or before the Refunding Date of the conditions set forth in Sections 2 and 10(c) of the Participation Agreement and Section 2.05 of the Indenture to the obligation of the Owner Trustee to participate in the transactions contemplated by this Refunding Agreement, and (z) receipt by the Owner Trustee of a direction from the Owner Participant in conformance with Section 1.03. 2.14. Conditions to Obligation of Indenture Trustee. The obligation of the Indenture Trustee to take the action specified in Section 1.02 is subject to the satisfaction on or before the Refunding Date of the conditions set forth in Section 2.05 of the Indenture. ARTICLE THREE REFUNDING EXPENSES 3.11. Refunding Expenses. (a) Subject to the provisions of this Section 3.01, solely from funds provided by the Owner Participant, the Owner Trustee hereby agrees that it will pay when due, or reimburse any Person who has previously paid, the Lessor's Percentage (as defined in Section 13(a) of the Participation Agreement) of the following costs and expenses ("Refunding Expenses") without duplication of amounts payable with respect to any other refunding of bonds on the Refunding Date utilizing the proceeds of the Refunding Collateral Bonds: (i) the reasonable legal fees and disbursements of the Owner Participant's Special Counsel (in an amount not to exceed the amount agreed to by the Owner Participant and the Lessee), the Owner's Participant's Louisiana Counsel, the Owner Trustee's Counsel (Louisiana and New York) and the Indenture Trustee's Counsel for their services rendered in connection with the execution and delivery of this Refunding Agreement and the other Refunding Documents; (ii) all stenographic, printing, reproduction, and other reasonable out-of-pocket expenses (other than investment banking or brokerage fees) incurred in connection with the transactions contemplated by the Refunding Documents and all other agreements, documents or instruments prepared in connection therewith (including all structuring computations and computerized lease analysis and travel related costs); (iii) all costs of issuance of the Refunding Collateral Bonds, including, without limitation, the costs of preparing the Refunding Underwriting Agreement, and all filing fees relating to any Registration Statement for the Refunding Collateral Bonds and the fees, expenses and disbursements of the law firms referred to in clause (i) above, and of counsel to the Refunding Underwriters, rating agency fees and the fees and commissions of the Refunding Underwriters; (iv) all fees of the Owner Trustee and the Indenture Trustee in connection with the review, execution and delivery of this Refunding Agreement and the other Refunding Documents; and (v) any other fees, expenses, disbursements and costs as the Lessee and the Owner Participant shall have agreed are payable pursuant to this Section 3.01(a). Notwithstanding anything in this Section 3.01 to the contrary, the amount of Refunding Expenses payable by the Owner Trustee shall not exceed $902,652.71. Subject to the provisions of paragraphs (b) and (c) below, funds for the payment of Refunding Expenses will be provided by the Owner Participant and the Owner Trustee will promptly disburse funds for the payment of such expenses in accordance with written authorization from the Owner Participant. (b) Payments or reimbursements of Refunding Expenses shall be made (i) on the Refunding Date to the extent invoiced and approved by the Owner Participant on or prior to the Refunding Date, and (ii) to the extent not previously paid pursuant hereto as promptly as practicable, and in any event not later than 10 Business Days after being invoiced. Each party hereto shall use its best efforts to prepare, and cause any Person acting for it to prepare, and submit as soon as practicable and in any event not later than 30 days after the Refunding Date any invoice of such Person in respect of Refunding Expenses. (c) Notwithstanding anything in this Section 3.01 to the contrary, in the event the transactions contemplated by this Refunding Agreement shall not be consummated, the Lessee shall pay or cause to be paid, and shall indemnify and hold harmless the Indenture Trustee, the Owner Trustee, Funding Corporation, the Owner Participant and the Collateral Trust Trustee with respect to all losses, costs and expenses whatsoever incurred by them as a result of the pursuit of such transactions, including, without limitation, all Refunding Expenses (which shall, in such an instance, be deemed to include, without limitation, all losses, costs and expenses whatsoever incurred by the Owner Participant pursuant to this Agreement and Section 7.01 of the Trust Agreement) unless, in the case of the Owner Participant, such failure to consummate shall result solely from the Owner Participant's default in making its investment as contemplated in Article One hereunder. (d) Furthermore, in the event that the Lessor's Percentage of the Refunding Expenses shall exceed the funds available to the Owner Trustee pursuant to paragraph (a) for the payment of Refunding Expenses, the Lessee shall pay or cause to be paid, and shall indemnify and hold harmless the Indenture Trustee, the Owner Trustee, Funding Corporation, the Owner Participant and the Collateral Trust Trustee with respect to, all such excess Refunding Expenses. (e) Promptly after the payment of the Refunding Expenses, any adjustments to Basic Rent and the Value Schedules as are required by Section 3(e)(ii) of the Facility Lease shall be made. ARTICLE FOUR MISCELLANEOUS 4.11. Execution. This Refunding Agreement may be executed in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. 4.12. Governing Law. This Refunding Agreement shall be governed by, and be construed in accordance with, the laws of the State of New York. 4.13. Concerning the Owner Trustee. FNBC is entering into this Refunding Agreement solely as Owner Trustee under the Trust Agreement and not in its individual capacity. Notwithstanding anything herein to the contrary, all and each of the agreements and obligations herein made or undertaken on the part of the Owner Trustee are made or undertaken not as personal agreements of FNBC, but are made or undertaken solely for the purpose of binding only the Trust Estate, and nothing contained in this Refunding Agreement shall entitle any person to any claim against FNBC in its individual capacity or any of its assets. IN WITNESS WHEREOF, the parties hereto have caused this Refunding Agreement to be duly executed by their respective officers thereunto duly authorized as of the date first set forth above. ESSL 2, INC., as Owner Participant By Name: Title: W3A FUNDING CORPORATION By Name: Title: FIRST NATIONAL BANK OF COMMERCE, not in its individual capacity but solely as Owner Trustee under the Trust Agreement By Name: Title: BANKERS TRUST COMPANY, as Corporate Indenture Trustee and Collateral Trust Trustee By Name: Title: STANLEY BURG, not in his individual capacity but solely as Individual Indenture Trustee ENTERGY LOUISIANA, INC., as Lessee By Name: Title: SCHEDULE 1 Recordations and Filings AMENDMENT NO. 1 dated as of July 1, 1997 to PARTICIPATION AGREEMENT NO. 2 dated as of September 1, 1989 among ESSL 2, INC., as Owner Participant W3A FUNDING CORPORATION, as Funding Corporation FIRST NATIONAL BANK OF COMMERCE, as Owner Trustee BANKERS TRUST COMPANY, as Corporate Indenture Trustee under Indenture of Mortgage and Deed of Trust No. 2, dated as of September 1, 1989, as supplemented, with the Owner Trustee, and as Collateral Trust Trustee under Collateral Trust Indenture dated as of July 1, 1997 with the Lessee and Funding Corporation, STANLEY BURG, as Individual Indenture Trustee under Indenture of Mortgage and Deed of Trust No. 2, dated as of September 1, 1989, as supplemented, with the Owner Trustee, and ENTERGY LOUISIANA, INC. (formerly Louisiana Power & Light Company), as Lessee This AMENDMENT NO. 1, dated as of July 1, 1997 ("PA Amendment No. 1"), to PARTICIPATION AGREEMENT NO. 2, dated as of September 1, 1989, among ESSL 2, INC., as Owner Participant (such term and all other capitalized terms used herein and not defined herein having the respective meanings specified in Appendix A to the Participation Agreement, as modified by Schedule A-1 thereto), W3A FUNDING CORPORATION, as Funding Corporation, FIRST NATIONAL BANK OF COMMERCE, as Owner Trustee, BANKERS TRUST COMPANY, as Corporate Indenture Trustee under the Indenture and as Collateral Trust Trustee under the Collateral Trust Indenture, STANLEY BURG, as Individual Indenture Trustee under the Indenture, and ENTERGY LOUISIANA, INC. (formerly Louisiana Power & Light Company), as Lessee, W I T N E S S E T H: WHEREAS, the parties to this PA Amendment No. 1, other than Funding Corporation and the Collateral Trust Trustee, are parties to Participation Agreement No. 2, dated as of September 1, 1989 (the "Participation Agreement"), among the Owner Participant, the Owner Trustee, the Corporate Indenture Trustee, the Individual Indenture Trustee and the Lessee; and WHEREAS, the Initial Series Bonds were issued by the Owner Trustee in connection with the acquisition of the Undivided Interest; and WHEREAS, Section 2(b) of the Participation Agreement provides for a refunding of Outstanding Bonds upon the satisfaction of the conditions set forth in Sections 2 and 10(c) of the Participation Agreement and Section 2.05 of the Indenture; and WHEREAS, the Lessee, the Owner Participant, the Owner Trustee, Funding Corporation, the Indenture Trustee and the Collateral Trust Trustee have entered into the Refunding Agreement, dated as of July 1, 1997, providing for the issuance by the Owner Trustee of Additional Bonds, including Refunding Bonds, to provide funds to redeem the Outstanding Initial Series Bonds and to pay certain other costs incurred in connection therewith; and WHEREAS, the Lessee and the Owner Participant have agreed for the Owner Participant to make an additional equity investment and to cause the refinancing of the Outstanding Initial Series Bonds through the issuance of Additional Bonds (including refunding Bonds) and Collateral Bonds in amounts sufficient to finance certain transaction expenses associated with the refinancing and the premium on the Initial Series Bonds, and accordingly have agreed that the refunding contemplated by the Refunding Agreement will require certain amendments to the Transaction Documents; and WHEREAS, the parties hereto wish (x) to amend the Participation Agreement to provide for the utilization of Funding Corporation in connection with the refunding of Bonds, and (y) to effect the refunding of the Outstanding Initial Series Bonds through a refunding transaction in which, among other things, Funding Corporation will issue Collateral Bonds to the public and will apply a portion of the proceeds thereof as a Refunding Loan for the account of the Owner Trustee for the refunding in whole of the Outstanding Initial Series Bonds and for the payment of certain expenses incurred in connection therewith, such loan to be evidenced by Additional Bonds issued by the Owner Trustee to or upon the order of Funding Corporation; and WHEREAS, Basic Rent and the Value Schedules, as set forth in Lease Supplement No. 1, have been adjusted to take into effect, among other things, the additional Tax Assumptions set forth in TIA Amendment No. 1 and the additional Pricing Assumptions set forth in Schedule 2 hereto; NOW, THEREFORE, in consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE ONE AMENDMENTS 1.11. Amendments. (a) The Participation Agreement is hereby amended by adding Funding Corporation and the Collateral Trust Trustee as parties thereto. The Participation Agreement is further amended in the following respects: (b) The first sentence of Section 1 is deleted and the following inserted in lieu thereof: "For the purposes hereof, capitalized terms used herein shall have the meanings assigned to such terms in Appendix A hereto as modified by Schedule A-1 thereto." (c) Section 2 is amended by deleting paragraphs (b), (c) and (d) and inserting the following in lieu thereof: (b) Refunding of Bonds. (1) Subject to satisfaction of the conditions set forth in this Section 2 and Section 10(c), Section 2.05 of the Indenture and the terms of the Refunded Bonds (as defined below), the Lessee shall have the right to request the Owner Trustee to, and upon any such request the Owner Trustee shall, take such steps as may be necessary to refund in whole or in part any Bonds then Outstanding (the "Refunded Bonds"), including the issuance on any Refunding Date of one or more series of Additional Bonds (any such Additional Bonds with respect to which the proceeds are used to refund the Refunded Bonds being hereinafter referred to as the "Refunding Bonds") in an aggregate principal amount equal to such Refunded Bonds; provided, however, that unless the Owner Participant shall have consented thereto, the Lessee shall not exercise the right granted in this Section 2(b) on more than six occasions. In addition, subject to the terms of the Indenture and Section 10(c), the Lessee may require the Owner Trustee to issue Additional Bonds and to use the proceeds thereof to finance (x) all fees, expenses, disbursements and costs (including legal and other professional fees and expenses) incurred by the Owner Participant, the Owner Trustee, the Indenture Trustee and the Collateral Trust Trustee (to the extent that the Lessee is liable therefor pursuant to Section 13(c)) in connection with any refunding pursuant to this Section 2(b) and (y) all fees, expenses, disbursements and costs incurred by the Lessee in connection with any such refunding pursuant to this Section 2(b), including, without limitation, the costs of preparing any related underwriting agreement and registration statement, all filing fees relating to any such registration statement, the fees, expenses and disbursements of counsel to any underwriters of the Additional Bonds, rating agency fees, and the fees and commissions of the underwriters of such Additional Bonds (including the Refunding Bonds). (2) Subject to satisfaction of the conditions set forth in this Section 2 and Section 10(c) and Section 2.04 of the Collateral Trust Indenture, the Lessee shall have the right to request Funding Corporation to issue Collateral Bonds in connection with the issuance of Additional Bonds pursuant to this Section 2(b), and upon such request, on any Refunding Date, Funding Corporation shall issue and sell Collateral Bonds and lend the proceeds thereof to the Owner Trustee in an amount (a "Refunding Loan") equal to the aggregate principal amount of the related Additional Bonds; provided, however, that unless the Owner Participant shall have consented thereto, the Lessee shall not exercise the right granted in this Section 2(b) on more than six occasions. The Owner Trustee's obligation to repay a Refunding Loan shall be evidenced by one or more Additional Bonds, issued to or upon the order of Funding Corporation and pledged to the Collateral Trust Trustee as security for the related Collateral Bonds, which Additional Bonds shall be in an aggregate principal amount equal to the Refunding Loan. Not less than three Business Days prior to the Refunding Date, Funding Corporation and Lessee shall deliver to the Owner Participant and the Owner Trustee a certificate setting forth the terms of the Additional Bonds which Lessee may determine as provided below. Anything herein to the contrary notwithstanding, the Lessee shall be under no obligation whatsoever to utilize Funding Corporation or cause the issuance of Collateral Bonds in connection with any refundings contemplated by this Section 2(b). (3) The refundings contemplated by this Section 2(b) shall be effected at the request of the Lessee given in writing to the Owner Participant at least 20 Business Days prior to the Refunding Date; provided, however, that (i) no such request shall be made or refunding shall occur while an Event of Default shall have occurred and be continuing, (ii) except as contemplated in Sections 3(d), 3(e) and 3(f) of the Facility Lease, Net Economic Return shall not be adversely affected thereby (or appropriate adjustments shall have been made or shall be made on the Refunding Date pursuant to Sections 3(e) and 3(f) of the Facility Lease to preserve Net Economic Return), and (iii) any modifications of the Transaction Documents (after giving effect to any adjustments pursuant to clause (ii) above) shall not, in the opinion of the Owner Participant's Special Tax Counsel, adversely affect the tax benefits contemplated by the Owner Participant in entering into the transactions contemplated by this Participation Agreement and the other Transaction Documents; and provided, further, that any notice of refunding given by the Lessee to the Owner Participant as contemplated by this sentence shall be revocable by the Lessee and shall be sufficient if such notice sets forth an approximate date on which a particular refunding is to occur; and provided, further, that the Lessee shall give the Owner Participant at least three Business Days' irrevocable notice prior to the Refunding Date of those terms of the Additional Bonds which the Lessee may determine as provided below. Subject to the conditions of this Section 2(b) and Section 10(c), the Owner Participant agrees to cooperate with the Lessee in order to accomplish the refundings requested by the Lessee. (4) In setting the terms of the Additional Bonds issued in connection with a refunding (including the Refunding Bonds), the Lessee, in its sole discretion, may determine the number of tranches of debt, the interest rates applicable thereto (reflective of actual market conditions) and the final maturities thereof (which shall be no later than July 2, 2017) and, based on such determination, the Owner Participant shall determine the principal amount, the sinking fund or amortization schedules and the average life applicable to all tranches of such Additional Bonds (provided that unless the Lessee shall have consented thereto the aggregate average life of all such Additional Bonds, together with the other Bonds which shall remain Outstanding, shall not vary from the aggregate average life reflected in the sinking fund schedule for the Initial Series Bonds by more than 18 months), so as to minimize the net present value of the Basic Rent payments by the Lessee over the Basic Lease Term, discounted on a semi-annual basis at an annual interest rate of 11 percent, while preserving Net Economic Return. (c) Reoptimization. Upon the occurrence of a Tax Law Change of the type referred to in subclause (C) of Section 3(e)(v) of the Facility Lease or any Tax Rate Change (and in addition to the reoptimization of any of the sinking fund or amortization schedules for the Bonds in connection with a refunding pursuant to Section 2(b)), subject to the satisfaction of the conditions set forth in Section 10(c) and this Section 2, the Owner Trustee, at the written request of the Lessee (with copies to be given to the Owner Participant and the Indenture Trustee), in the case of a Tax Law Change of the type referred to in this subsection (c), or at the written request of the Owner Participant (with copies to be given to the Lessee and the Indenture Trustee), in the case of a Tax Rate Change, given within two years after the date of such Tax Law Change or Tax Rate Change, as the case may be, shall reoptimize or cause the reoptimization of the sinking fund or amortization schedules for the Bonds of any series to the extent not inconsistent with the provisions, if any, of the Indenture and such Bonds and in accordance with, and in the manner contemplated by, Section 3 of the Facility Lease. Upon the receipt from the Owner Participant of the reoptimized sinking fund or amortization schedule for such Bonds and the other information referred to in Section 2.17 of the Indenture, together with verification thereof if requested by the Lessee pursuant to Section 3(f)(ii) of the Facility Lease, the Owner Trustee shall deliver to the Indenture Trustee an Owner Trustee Request pursuant to said Section 2.17. The Owner Trustee, the Indenture Trustee, the Collateral Trust Trustee and Funding Corporation may rely on any reoptimized sinking fund or amortization schedules and other information furnished by the Owner Participant. (d) Cooperation. Subject to the applicable conditions to their obligations herein provided, each of the Lessee, the Owner Trustee, the Owner Participant, the Indenture Trustee, the Collateral Trust Trustee and Funding Corporation agrees that it will cooperate in connection with any refunding or reoptimization contemplated herein and enter into such additional agreements and such supplements or amendments to or consents under the Transaction Documents as may reasonably be requested to effectuate the transactions contemplated in connection with any such refunding or reoptimization. (d) The following is added to the end of Section 6(b): (6) No-Petition Agreement. Following the issuance of any Additional Bonds to or upon the order of Funding Corporation and prior to the 181st day following the payment in full of such Bonds and the discharge of the Collateral Trust Indenture in accordance with its terms, the Owner Participant agrees that it will not file a petition, or join in the filing of a petition, seeking reorganization, arrangement, adjustment or composition of, or in respect of, Funding Corporation under the Bankruptcy Code or any other applicable Federal or state law or the law of the District of Columbia. Notwithstanding the foregoing, nothing herein shall prohibit the Owner Participant from otherwise participating in any such action initiated by any other person. (e) Section 7(b) is amended as follows: (1) The introductory text of Section 7(b) is deleted and the following inserted in lieu thereof: (b) Agreements of FNBC and the Owner Trustee. FNBC agrees, in its individual capacity as set forth in clauses (1), (3) and, as to FNBC, (4), (6), (7) and (8), and the Owner Trustee agrees as set forth in clauses (2) and (5), and, as to the Owner Trustee, (4), (6), (7) and (8) below, that: (2) The following is added to the end of Section 7(b): (8) No-Petition Agreement. Following the issuance of any Additional Bonds to or upon the order of Funding Corporation and prior to the 181st day following the payment in full of such Bonds and the discharge of the Collateral Trust Indenture in accordance with its terms, each of FNBC and the Owner Trustee agrees that it will not file a petition, or join in the filing of a petition, seeking reorganization, arrangement, adjustment or composition of, or in respect of, Funding Corporation under the Bankruptcy Code or any other applicable Federal or state law or the law of the District of Columbia. Notwithstanding the foregoing, nothing herein shall prohibit FNBC or the Owner Trustee from otherwise participating in any such action initiated by any other person. (f) The following is added to the end of Section 8(b): (3) No-Petition Agreement. Following the issuance of any Additional Bonds to or upon the order of Funding Corporation and prior to the 181st day following the payment in full of such Bonds and the discharge of the Collateral Trust Indenture in accordance with its terms, each of the Corporate Indenture Trustee and the Individual Indenture Trustee agrees that it will not file a petition, or join in the filing of a petition, seeking reorganization, arrangement, adjustment or composition of, or in respect of, Funding Corporation under the Bankruptcy Code or any other applicable Federal or state law or the law of the District of Columbia. Notwithstanding the foregoing, nothing herein shall prohibit the corporate Indenture Trustee or the Individual Indenture Trustee from otherwise participating in any such action initiated by any other person. (g) The following is added immediately following Section 8: SECTION 8A. Representations, Warranties and Agreements of Funding Corporation. (a) Representations and Warranties. Funding Corporation represents and warrants that: (1) Due Organization. Funding Corporation is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware and has the corporate power and authority to carry on its business as presently conducted, own its properties, and enter into and perform its obligations under this Participation Agreement and each other Transaction Document to which it is a party. Funding Corporation has not failed to qualify to do business or be in good standing in any jurisdiction where failure to so qualify or be in good standing would materially and adversely affect its ability to perform any of its obligations under this Participation Agreement or any Transaction Document to which it is, or is to become on or before the Refunding Date, a party. (2) Due Authorization; Enforceability. The execution, delivery and performance by Funding Corporation of this Participation Agreement and each other Transaction Document to which it is or is to become on or before the Refunding Date a party have been duly authorized by all necessary corporate action on the part of Funding Corporation and do not require the consent or approval of the stockholders of Funding Corporation. Each of this Participation Agreement and each other Transaction Document to which it is a party has been duly executed and delivered by Funding Corporation and constitutes a legal, valid and binding agreement of Funding Corporation enforceable against it in accordance with its terms. (3) No Violation. Neither the execution, delivery or performance by Funding Corporation of this Participation Agreement or the other Transaction Documents to which it is or is to become a party on or before the Refunding Date a party, nor the consummation by Funding Corporation of the transactions contemplated hereby and thereby, nor compliance by Funding Corporation with the provisions hereof and thereof, conflicts with, or results in the breach of any provision of, the Certificate of Incorporation or By- Laws of Funding Corporation or any indenture, mortgage or agreement to which Funding Corporation is a party or by which it or its property is bound, or contravenes any Federal, Delaware or New York law applicable to it or requires any Governmental Action with respect to Funding Corporation under any Federal, Delaware or New York law applicable to it. Funding Corporation is not an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act. (4) No Other Business. Except as contemplated by this Participation Agreement and the other Transaction Documents, Funding Corporation has not engaged in any business or activity of any type or kind whatsoever. (5) Investment Representations. Funding Corporation will acquire each Bond to be acquired by it hereunder and under the Indenture solely for purposes of pledging such Bond to the Collateral Trust Trustee to secure Collateral Bonds issued from time to time under the Collateral Trust Indenture. Funding Corporation understands that no Bond to be acquired by it hereunder or under the Indenture will have been registered under the Securities Act and that each such Bond will bear the legend set forth in Section 2.08 of the Indenture. (b) Agreements. Funding Corporation agrees that: (1) Transfers of Bonds. Any transfer or assignment of any Bond acquired by it or of all or any part of Funding Corporation's interest hereunder or under any other Transaction Document shall be effected in compliance with the registration requirements of the Securities Act, or pursuant to an exemption therefrom, and on the express condition that the transferee, assignee or participant shall agree to be bound by the terms and provisions hereof and thereof. Funding Corporation will not sell, exchange or transfer any Bond to any other Person (other than to the Collateral Trust Trustee) unless (i) it shall have received the prior written consent of the Owner Participant and (ii) such transferee delivers to the Lessee, the Owner Participant, the Owner Trustee and the Indenture Trustee a representation and warranty (and an opinion of counsel satisfactory to each such Person) to the effect that neither the transfer of such Bond to, nor the ownership of such Bond by, such transferee will cause such transferee, or any such Person, to be engaged in a "prohibited transaction", as defined in Section 406 of ERISA or Section 4975 of the Code, which is not at such time subject to an exemption contained in ERISA or in the rules, regulations, releases or bulletins adopted thereunder. (2) Redemption of Collateral Bonds. Except as provided in the Transaction Documents, Funding Corporation will not refinance or optionally redeem, purchase or directly or indirectly acquire any Collateral Bond issued in connection with any Bond without the prior written consent of the Lessor and Lessee. (3) Quiet Enjoyment. Funding Corporation acknowledges Section 6(a) of the Facility Lease. (4) No Other Business. During such time as any Bond acquired by it is Outstanding and held by the Collateral Trust Trustee as security for its obligations, Funding Corporation will not (i) engage in any business or activity other than as contemplated by the Transaction Documents, or (ii) amend or engage in any activity or take any action not permitted by Article THIRD, FOURTH or SIXTH of its Certificate of Incorporation, as in effect on the date of execution and delivery hereof, without, in each case, the consent of the Lessee, the Owner Participant, the Owner Trustee and the Indenture Trustee. (c) Agreements with the Indenture Trustee. Funding Corporation hereby (i) acknowledges and agrees that, in connection with this Participation Agreement, the Indenture Trustee shall have the benefits and protections of Article Eight of the Indenture and (ii) agrees that, to the extent it becomes a Holder, in the event of a conflict between the provisions of this Participation Agreement and the Indenture, the Indenture Trustee shall, as between the Indenture Trustee and Funding Corporation, be fully protected in relying on the express terms of the Indenture. (h) The following is added immediately following Section 8A: SECTION 8B. Representations and Warranties of Collateral Trust Trustee. The Collateral Trust Trustee represents and warrants that: (a) Due Organization. The Collateral Trust Trustee is duly organized and validly existing in good standing under the laws of the State of New York and has the power and authority and legal right to enter into and perform its obligations under the Collateral Trust Indenture, this Participation Agreement, the Refunding Agreement and each other Transaction Document to which it is a party. (b) Due Authorization. The execution, delivery and performance by the Collateral Trust Trustee of the Collateral Trust Indenture, this Participation Agreement, the Refunding Agreement and each other Transaction Document to which the Collateral Trust Trustee is a party have been duly authorized by all necessary corporate action of the Collateral Trust Trustee and each has been duly executed and delivered by the Collateral Trust Trustee. (c) Execution; Authentication of Bonds. (i) Each of the Collateral Trust Indenture, this Participation Agreement, the Refunding Agreement and each other Transaction Document to which the Collateral Trust Trustee is a party has been duly executed and delivered by the Collateral Trust Trustee and constitutes the legal, valid and binding agreement of the Collateral Trust Trustee, enforceable against the Collateral Trust Trustee in accordance with its terms; and (ii) each officer of the Collateral Trust Trustee who shall authenticate any Refunding Collateral Bond to be issued pursuant to the Collateral Trust Indenture shall be, at the time of such authentication, a Responsible Officer. (i) Section 9 is amended as follows: (1) 9(a)(5) is amended by deleting clause (ii) of the first paragraph thereof and inserting the following in lieu thereof: (ii) as, on or before any Refunding Date or Reoptimization Date, in the case of Governmental Actions required in connection with the issuance of Bonds and Collateral Bonds on any such date, will have been duly obtained, given or accomplished, with true copies thereof delivered to the Owner Participant and the Indenture Trustee; (2) Section 9(b)(1) is amended by adding the words "and the Collateral Trust Trustee" after the words "the Owner Trustee" in the first parenthetical thereof. (3) Section 9(b)(2) is amended by adding the words "the Collateral Trust Trustee" immediately after the words "Owner Participant" after each place where the words "Owner Participant" appear. (4) Section 9(b)(3) is amended by (A) deleting subparagraph (iv) and inserting the following in lieu thereof: (iv) Bonds and Collateral Bonds. The Lessee will not, nor will it permit any of its Affiliates to, acquire, directly or indirectly, any of the bonds or Collateral Bonds, or any interest therein, without the written consent of the Owner Participant; provided, however, that the Lessee may purchase Collateral Bonds for application in accordance with the sinking fund provisions of the Collateral Trust Indenture so long as (A) the amount of Collateral Bonds held at any time by the Lessee (and any Affiliates) does not exceed the sum of the amounts due as Basic Rent for the next two consecutive Basic Rent Payment Dates and (B) none of the Collateral Bonds purchased are held by the Lessee (or any Affiliate) for a period in excess of 12 months. and (B) adding the following to the end thereof: (xviii) No-Petition Agreement. Following the issuance of any Additional Bonds to or upon the order of Funding Corporation and prior to the 181st day following the payment in full of such Bonds and the discharge of the Collateral Trust Indenture in accordance with its terms, the Lessee agrees that it will not file a petition, or join in the filing of a petition, seeking reorganization, arrangement, adjustment or composition of, or in respect of, Funding Corporation under the Bankruptcy Code or any other applicable Federal or state law or the law of the District of Columbia. Notwithstanding the foregoing, nothing herein shall prohibit the Lessee from otherwise participating in any such action initiated by any other person. (j) Section 10(c) is amended as follows: (1) The introductory text of Section 10(c) is deleted and the following inserted in lieu thereof: (c) Conditions to Refunding or Reoptimization. In addition to the limitations set forth in Section 2(b) or 2(c), as the case may be, the obligation of the Owner Participant and, if Funding Corporation is being utilized in connection therewith, Funding Corporation to participate in a refunding or reoptimization of any Outstanding Bonds shall be subject to the fulfillment on or before the applicable Refunding Date or Reoptimization Date of the following conditions precedent (but in the case of a reoptimization, only the conditions specified in clauses (3), (5), (6) and (8) below) (each instrument, document, certificate, opinion or other writing to be in form and substance satisfactory to the Owner Participant and, if applicable, Funding Corporation): (2) Paragraph (2) of Section 10(c) is deleted and the following inserted in lieu thereof: (2) Bonds and Collateral Bond Transactions. (A) If Funding Corporation is being utilized in connection with such refunding, Funding Corporation shall have received proceeds from the sale of Refunding Collateral Bonds in an amount sufficient to make the Refunding Loan; (B) the Indenture Trustee shall have received (x) the proceeds from the sale of Refunding Bonds or, if Funding Corporation is being utilized in connection with such refunding, the proceeds of the Refunding Loan, in either case in an amount sufficient to provide for payment in full of the principal of, premium, if any, and interest on the Refunded Bonds, together with any other amounts then due and owing pursuant to the Indenture and (y) from the Lessee (as a special payment of Basic Rent, if the Refunding Date shall be a date other than January 2 or July 2 of any year), an amount equal to the accrued interest on the Refunded Bonds from, and including, the later of the date thereof or the date to which interest thereon shall have been paid to, but excluding, the applicable Refunding Date; (C) the Owner Trustee shall have received the Bonds to be executed by it in accordance with Section 2(b) of this Participation Agreement together with instructions from the Owner Participant to execute and deliver the same, and the Owner Trustee shall have executed, and the Indenture Trustee shall have authenticated and delivered, the Refunding Bonds; and (D) if Funding Corporation is being utilized in connection with such refunding, the Collateral Trust Trustee, as pledgee of such Refunding Bonds issued to or upon the order of Funding Corporation, shall have accepted the applicable supplemental indenture to the Collateral Trust Indenture subjecting such Refunding Bonds to the lien thereof. (3) Paragraph (4) of Section 10(c) is deleted and the following inserted in lieu thereof: (4) Registration Statement. If the Additional Bonds or Refunding Collateral Bonds will be sold in a public offering, the Owner Participant and the Owner Trustee shall have received an Officers' Certificate of the Lessee, dated the applicable Refunding Date, to the effect that, on the date it becomes effective and on the Refunding Date, the Registration Statement relating to such Additional Bonds or Collateral Bonds did not and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (4) Paragraph (5) of Section 10(c) is deleted and the following inserted in lieu thereof: (5) Opinions of Counsel. The Owner Participant, the Owner Trustee and the Indenture Trustee shall have received favorable opinions of the Owner Participant's Special Counsel, Owner Trustee's Counsel, Owner Participant's Special Louisiana Counsel, Lessee's Counsel, Lessee's Special Counsel, and, if Funding Corporation is being utilized in connection with a refunding, Reid & Priest LLP, counsel to Funding Corporation, each dated the applicable Refunding Date or Reoptimization Date, and addressing such matters relating to the transactions in connection with the Refunding Bonds to be issued on such date, or, in the case of a reoptimization, the adjustments to the sinking fund or amortization schedules of Outstanding Bonds to take place on such date, as the Owner Participant, the Owner Trustee or the Indenture Trustee may reasonably request. The Owner Participant shall have also received an opinion of Owner Participant's Special Tax Counsel, dated the applicable Refunding Date or Reoptimization Date, and addressed to the Owner Participant, that the issuance of the Refunding Bonds to be issued and the consummation of the other transactions to be consummated on such date shall not result in any adverse tax consequences to the Owner Participant. Notwithstanding the foregoing provisions of this Section 10(c)(5), on any Reoptimization Date which is not a Refunding Date, the opinions of Owner Trustee's Counsel and Owner Participant's Special Louisiana Counsel shall not be required. (5) Paragraph (6) of Section 10(c) is amended by inserting the words "or Collateral Bond" immediately after the word "Bond". (6) Paragraphs (7) and (8) of Section 10(c) are deleted and the following inserted in lieu thereof: (7) Receipt of Documents. The Owner Participant and the Owner Trustee shall have received copies of, and shall be entitled to rely upon, all documents, certificates, agreements and opinions furnished by or on behalf of the Lessee and, if applicable, Funding Corporation pursuant to the Underwriting Agreement. If Funding Corporation is being utilized in connection with such refunding, Funding Corporation and the Collateral Trust Trustee shall have received copies of all documents previously delivered to the Indenture Trustee pursuant to Section 10(a). (8) Representations and Warranties. In the case of Funding Corporation, the representations and warranties of the Owner Participant, FNBC and the Owner Trustee, and the Lessee set forth in subclauses (1) through (5), (7) and (9) of Section 6(a), subclauses (1) through (10) of Section 7(a), and subclauses (1) through (5), (10), (11), (12), (15), (16), (19) and (20) of Section 9(a), respectively, shall be true and correct on and as of the applicable Refunding Date with the same effect as though made on and as of such applicable Refunding Date (with all references to the Closing Date in such representations and warranties being deemed to refer to the applicable Refunding Date and all references to the Disclosure Documents being deemed to refer to the Lessee's latest Annual Report on Form 10-K filed with the SEC and all documents subsequently filed by the Lessee with the SEC pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act on or prior to the applicable Refunding Date); in the case of the Owner Participant, the representations and warranties of FNBC and the Owner Trustee, Funding Corporation, if applicable, and the Lessee set forth in Sections 7(a), 8A(a) and subclauses (1) through (5), (10), (11), (12), (15), (16), (19) and (20) of Section 9(a), respectively, shall be true and correct on and as of the applicable Refunding Date with the same force and effect as though made on and as of such Refunding Date (with all references to the Closing Date being deemed to refer to the applicable Refunding Date and all references to the Disclosure Documents being deemed to refer to the Lessee's latest Annual Report on Form 10-K filed with the SEC and all documents subsequently filed by the Lessee with the SEC pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act and prior to the applicable Refunding Date); the Owner Participant and, if Funding Corporation is being utilized in connection with such refunding, Funding Corporation shall have received appropriate certificates, dated the Refunding Date, to such effect (and, with respect to the matters set forth in paragraph (3) above); and the Owner Participant, FNBC and the Owner Trustee, the Indenture Trustee, the Lessee and, if applicable, Funding Corporation shall provide such additional representations and warranties as of the applicable Refunding Date as the Owner Participant or Funding Corporation shall reasonably request. (9) Satisfaction of Underwriting Agreement Conditions. The conditions to the obligations of Funding Corporation or the Owner Trustee, as the case may be, under the related Underwriting Agreement shall have been met or waived by Funding Corporation or the Owner Trustee, as the case may be. (k) Section 12 is amended as follows: (1) The first paragraph of Section 12(a) is amended by (A) deleting clause (i) and inserting the following in lieu thereof: (i) Unit 3, the Undivided Interest, the Unit 3 Site, the Waterford Plant or the Waterford Plant Site or any part of any thereof, the Operating Agreement, the issuance or payment of the Bonds or the Collateral Bonds, this Participation Agreement or any other Transaction Document or any Underwriting Agreement (including, without limitation, the performance, nonperformance or enforcement of any of the obligations and terms hereunder or thereunder), ; (B) deleting subclause (E) from the parenthetical immediately preceding the proviso and inserting the following in lieu thereof: (E) any claim of any Indemnitee incurred in the administration of this Participation Agreement or any other Transaction Document and not paid as Transaction Expenses or Refunding Expenses or included in Facility Cost and, if not included in Transaction Expenses or Refunding Expenses, the reasonable fees and disbursements of counsel and other professionals incurred in connection therewith. ; (C) deleting clause (3) in the proviso and inserting the following in lieu thereof: (3) for any Transaction Expense to be paid by the Owner Trustee pursuant to Section 13(a) or Refunding Expenses to be paid by the Owner Trustee pursuant to the Refunding Agreement, ; and (D) deleting clause (5) in the proviso and inserting the following in lieu thereof: (5) in the case of the Indenture Trustee, the Collateral Trust Trustee or Funding Corporation, for any Claim based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Registration Statement or any document or agreement in connection with the sale of Additional Bonds or Collateral Bonds which is based upon information furnished to the Lessee or its agents by such party expressly for use therein, (2) The second paragraph of Section 12(a) is amended by deleting the second sentence and inserting the following in lieu thereof: Nothing contained in this Participation Agreement shall be construed as constituting a guaranty by the Lessee of the principal of or premium, if any, or interest on the Bonds or the Collateral Bonds or of the residual value or useful life of the Undivided Interest. (3) Section 12(b)(1) is amended by deleting clauses (iv) through (vii) in the second paragraph thereof and inserting the following in lieu thereof: (iv) the Transaction Documents or the issuance, refunding or refinancing of the Bonds or the Collateral Bonds pursuant to the Indenture or the Collateral Trust Indenture, or any other document executed and delivered in connection with the consummation or confirmation of the transactions contemplated by the Transaction Documents or any Indemnitee's interest in any of the foregoing, or the execution, issuance, delivery, acquisition or subsequent transfer of any of the foregoing (other than with respect to a reoptimization of the Bonds at the request of the Owner Participant pursuant to Section 2(c)), (v) the Indenture Estate or the property, or the income or other proceeds received with respect to the property, held by the Indenture Trustee under the Indenture, (vi) Franchise Taxes imposed on the Owner Participant or the Lessor to the extent provided in Section 12(b)(3), (vii) any Taxes imposed on Funding Corporation, or (viii) otherwise with respect to or in connection with the transactions contemplated by the Transaction Documents. (4) Section 12(b)(2) is amended by (a) adding the words "or Refunding Expenses" immediately after the words "Transaction Expenses" in clause (xi) thereof, and (b) by substituting "," for the word "or" between "Lessor" and "Indenture Trustee" and by adding "or the Collateral Trust Trustee" after "Indenture Trustee" in clause (vi) thereof. (5) The following is added to the end of Section 12: (e) Funding Corporation. Section 12(b)(2) shall not apply to any Tax imposed on Funding Corporation or the trust estate under the Collateral Trust Indenture. (l) Paragraph (c) of Section 13 is deleted and the following inserted in lieu thereof: (c) Post-Closing Expenses. The Lessee will pay (in addition to any amounts payable by it pursuant to Section 13(b)), as Supplemental Rent, (i) the ongoing fees, expenses, disbursements, administrative costs and other costs (including legal, accounting, pricing and other professional fees and expenses) of or incurred by the Owner Trustee, the Indenture Trustee, the Collateral Trust Trustee and the Owner Participant, including in connection with the issue, sale and purchase of Bonds and Collateral Bonds after the Closing Date, and (ii) all reasonable fees, expenses, disbursements and costs (including legal and other professional fees and expenses) incurred by the Owner Participant, the Owner Trustee, the Indenture Trustee and the Collateral Trust Trustee in connection with (a) any Default, Event of Default, Indenture Default or Indenture Event of Default, (b) the entering into or giving or withholding of any amendment, modification, supplement, waiver, consent or other action with respect to any Transaction Document, (c) any Event of Loss, Deemed Loss Event, Financial Event or Inchoate Financial Event, (d) any transfer of all or any part of the right, title and interest of the Indenture Trustee in, to and under the Transaction Documents, (e) any transfer of all or any part of the right, title and interest of the Owner Trustee in the Undivided Interest or in, to and under the Transaction Documents (except to the extent arising from any transfer by the Owner Participant of its right, title and interest in, to and under any of the Transaction Documents or the Trust Estate pursuant to Section 14), (f) any Special Transfer, (g) any refunding or reoptimization pursuant to Section 2(b) or 2(c) (except to the extent (i) constituting Transaction Expenses or Refunding Expenses, (ii) that the fees, expenses, disbursements and costs of the Owner Participant in connection with any refunding or reoptimization which does not require the utilization of Funding Corporation or any amendment to the documents shall exceed $50,000, or (iii) arising from any reoptimization in connection with a Tax Rate Change), (h) any removal or replacement of the Owner Trustee and (i) any amendment to a Decommissioning Trust Agreement. (m) Section 19 is amended and restated as follows: SECTION 19. Notices, etc. All communications, notices and consents provided for herein shall be in writing, including telex, telecopy or other wire transmission containing a request for assurance of receipt in a manner typical with respect to communications of that type, or mailed by registered or certified mail, and shall be addressed (i) if to the Owner Participant, at the address for notices set forth on Schedule 1; (ii) if to FNBC or the Owner Trustee, at 210 Baronne Street, New Orleans, Louisiana, 70112, Attention: Corporate Trust Department; (iii) if to IT or the Indenture Trustee, Four Albany Street, New York, New York 10006, Attention: Corporate and Agency Group - Public Utilities Group; (iv) if to Funding Corporation, at c/o National Corporate Research, Ltd., 19 East Loockerman Street, Dover, Delaware 19901; (v) if to the Collateral Trust Trustee at Four Albany Street, New York, New York 10006, Attention: Corporate and Agency Group - Public Utilities Group; and (vi) if to the Lessee, at 639 Loyola Avenue, New Orleans, Louisiana 70113, Attention: Treasurer, or at such other address as any party (or its successors or permitted assigns hereunder) hereto may from time to time designate by notice duly given in accordance with the provisions of this Section to the other parties hereto. All such communications, notices and consents given in the manner provided above shall be effective (x) if sent by telex, telecopy or other wire transmission, on the date of transmission thereof, or (y) if sent by mail, three Business Days after being mailed. (n) Schedule 5 to the Participation Agreement is amended to include the additional Pricing Assumptions set forth in Schedule 1 hereto. (o) Schedule 7 to the Participation Agreement is hereby amended in its entirety to read as set forth in Schedule 2 hereto. (p) Appendix A to the Participation Agreement is hereby amended as set forth in Schedule A-1 to Appendix A attached hereto. ARTICLE TWO MISCELLANEOUS 2.11. Execution. 2.12. This PA Amendment No. 1 may be executed in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. 2.13. Governing Law. This PA Amendment No. 1 has been negotiated and delivered in the State of New York and shall be governed by, and be construed in accordance with, the laws of the State of New York. 2.14. Concerning the Owner Trustee. FNBC is entering into this PA Amendment No. 1 solely as Owner Trustee under the Trust Agreement and not in its individual capacity. Anything herein to the contrary notwithstanding, all and each of the agreements and obligations herein made or undertaken on the part of the Owner Trustee are made or undertaken not as personal agreements of FNBC, but are made and undertaken solely for the purpose of binding only the Trust Estate and nothing contained in this Participation Agreement shall entitle any person to any claim against FNBC in its individual capacity or any of its assets. IN WITNESS WHEREOF, the parties hereto have caused this PA Amendment No. 1 to be duly executed by their respective officers thereunto duly authorized. ESSL 2, INC., as Owner Participant By Name: Title: W3A FUNDING CORPORATION By Name: Title: FIRST NATIONAL BANK OF COMMERCE, not in its individual capacity, but solely as Owner Trustee under the Trust Agreement By Name: Title: BANKERS TRUST COMPANY, as Corporate Indenture Trustee and Collateral Trust Trustee By Name: Title: STANLEY BURG, not in his individual capacity but solely as Individual Indenture Trustee ENTERGY LOUISIANA, INC., as Lessee By Name: Title: Schedule 1 Pricing Assumptions Basic Rent, Casualty Values and Special Casualty Values, as set forth in the Facility Lease, as amended by Lease Supplement No. 1, dated as of July 1, 1997, for dates occurring after the Refunding Date set forth below, have been computed on the basis of the following additional Pricing Assumptions which hereby supplement and amend Schedule 5 to the Participation Agreement: 3 Refunding Date: July 17, 1997 4 Interest Rate and Amortization of 1997 Bonds: See Supplemental Indenture No. 2, dated as of July 1, 1997 5 Refunding Expenses: $902,652.71 paid by the Owner Trustee on the Refunding Date from funds provided by the Owner Participant (amortized on a straight-line basis during the period commencing on the Refunding Date and ending on the last day of the Basic Lease Term). 6 Accrued Interest: $370,565.85 paid by the Owner Trustee on the Refunding Date from Supplemental Rent paid by the Lessee as interest from July 2, 1997 to the Refunding Date on the Initial Series Bonds which are redeemed on the Refunding Date. 7 Premium: $3,825,179.38 paid by the Owner Trustee on the Refunding Date from a portion of the proceeds of the 1997 Bonds and the Additional Equity Investment in respect of the premium on the Initial Series Bonds redeemed on the Refunding Date. 8 1997 Bonds: $87,000,000 issued by the Owner Trustee in accordance with the Refunding Agreement, Supplemental Indenture No. 2, dated as of July 1, 1997, and other Transaction Documents and not in excess of 105% of the outstanding principal amount of the Initial Series Bonds as of the Refunding Date. 9 Supplemental Rent: $370,565.85 paid by the Lessee on the Refunding Date. 8. Additional Equity Investment: $1,448,179.38 funded by the Owner Participant on the Refunding Date. 9. Owner Participant's Marginal Federal Tax Rate as of 1993: 35% 10. Owner Participant's Marginal State Tax Rate - as of 1989: 17.53% - as of 1991: 17% 11. Tax Payment Method - as of 1992: 93/7 - as of 1993: 97/3 - as of 1994: 100/0 SCHEDULE 7 TO PARTICIPATION AGREEMENT MODIFIED CASUALTY VALUES Percentage of DATE Facility Cost 2 Oct 1989 15.35541245% 2 Nov 1989 15.66777791% 2 Dec 1989 15.98363406% 2 Jan 1990 16.26874535% 2 Feb 1990 19.01061645% 2 Mar 1990 19.35204708% 2 Apr 1990 19.69348492% 2 May 1990 20.00808862% 2 Jun 1990 20.32620801% 2 Jul 1990 20.61723269% 2 Aug 1990 25.60984218% 2 Sep 1990 26.00298281% 2 Oct 1990 26.36986708% 2 Nov 1990 26.74085129% 2 Dec 1990 27.11598125% 2 Jan 1991 27.31148909% 2 Feb 1991 27.66154781% 2 Mar 1991 28.01577988% 2 Apr 1991 28.36043519% 2 May 1991 28.68087399% 2 Jun 1991 29.00489371% 2 Jul 1991 29.30446631% 2 Aug 1991 29.60738664% 2 Sep 1991 29.91369211% 2 Oct 1991 30.19535252% 2 Nov 1991 30.48016048% 2 Dec 1991 30.76815117% 2 Jan 1992 31.03129213% 2 Feb 1992 31.29737369% 2 Mar 1992 31.56642872% 2 Apr 1992 31.82601575% 2 May 1992 32.07121964% 2 Jun 1992 32.31916368% 2 Jul 1992 32.55259447% 2 Aug 1992 32.78863384% 2 Sep 1992 33.02731096% 2 Oct 1992 33.25137125% 2 Nov 1992 33.47793542% 2 Dec 1992 33.70703145% 2 Jan 1993 34.72263212% 2 Feb 1993 34.94273476% 2 Mar 1993 35.16529704% 2 Apr 1993 35.38506261% 2 May 1993 35.59048570% 2 Jun 1993 35.79820439% 2 Jul 1993 35.99144597% 2 Aug 1993 36.18684704% 2 Sep 1993 36.38443171% 2 Oct 1993 36.56742603% 2 Nov 1993 36.75246531% 2 Dec 1993 36.93957240% 2 Jan 1994 37.11197206% 2 Feb 1994 37.28629828% 2 Mar 1994 37.46257260% 2 Apr 1994 37.63873864% 2 May 1994 37.80126738% 2 Jun 1994 37.96561239% 2 Jul 1994 38.11618800% 2 Aug 1994 38.26844629% 2 Sep 1994 38.42240607% 2 Oct 1994 38.56248040% 2 Nov 1994 38.70412006% 2 Dec 1994 38.84734255% 2 Jan 1995 38.97655960% 2 Feb 1995 39.10722065% 2 Mar 1995 39.23934183% 2 Apr 1995 39.37293947% 2 May 1995 39.49372793% 2 Jun 1995 39.61586620% 2 Jul 1995 39.72506722% 2 Aug 1995 39.83548857% 2 Sep 1995 39.94714387% 2 Oct 1995 40.04574479% 2 Nov 1995 40.14544757% 2 Dec 1995 40.24626453% 2 Jan 1996 40.33390598% 2 Feb 1996 40.42252682% 2 Mar 1996 40.51213801% 2 Apr 1996 40.60275059% 2 May 1996 40.68201639% 2 Jun 1996 40.76216799% 2 Jul 1996 40.83085590% 2 Aug 1996 40.90031140% 2 Sep 1996 40.97054307% 2 Oct 1996 41.02920019% 2 Nov 1996 41.08851280% 2 Dec 1996 41.14848824% 2 Jan 1997 41.19677452% 2 Feb 1997 41.24560039% 2 Mar 1997 41.29497190% 2 Apr 1997 41.34489513% 2 May 1997 41.38042511% 2 Jun 1997 41.41635214% 2 Jul 1997 41.43772950% 2 Aug 1997 43.85887210% 2 Sep 1997 43.92996832% 2 Oct 1997 43.98690790% 2 Nov 1997 44.04448378% 2 Dec 1997 44.10270307% 2 Jan 1998 44.14662181% 2 Feb 1998 44.19103134% 2 Mar 1998 44.23593715% 2 Apr 1998 44.28134478% 2 May 1998 44.31213799% 2 Jun 1998 44.34327532% 2 Jul 1998 44.35963875% 2 Aug 1998 44.37618504% 2 Sep 1998 44.39291624% 2 Oct 1998 44.39471256% 2 Nov 1998 44.39652895% 2 Dec 1998 44.39836564% 2 Jan 1999 44.39836564% 2 Feb 1999 44.39836564% 2 Mar 1999 44.39836564% 2 Apr 1999 44.39836564% 2 May 1999 44.39836564% 2 Jun 1999 44.39836564% 2 Jul 1999 44.39836564% 2 Aug 1999 44.39836564% 2 Sep 1999 44.39836564% 2 Oct 1999 44.39836564% 2 Nov 1999 44.39836564% 2 Dec 1999 44.39836564% 2 Jan 2000 44.39836564% 2 Feb 2000 44.39836564% 2 Mar 2000 44.39836564% 2 Apr 2000 44.39836564% 2 May 2000 44.39836564% 2 Jun 2000 44.39836564% 2 Jul 2000 44.39836564% 2 Aug 2000 44.39836564% 2 Sep 2000 44.39836564% 2 Oct 2000 44.39836564% 2 Nov 2000 44.39836564% 2 Dec 2000 44.39836564% 2 Jan 2001 44.39836564% 2 Feb 2001 44.39836564% 2 Mar 2001 44.39836564% 2 Apr 2001 44.39836564% 2 May 2001 44.39836564% 2 Jun 2001 44.39836564% 2 Jul 2001 44.39836564% 2 Aug 2001 44.39836564% 2 Sep 2001 44.39836564% 2 Oct 2001 44.39836564% 2 Nov 2001 44.39836564% 2 Dec 2001 44.39836564% 2 Jan 2002 44.39836564% 2 Feb 2002 44.39836564% 2 Mar 2002 44.39836564% 2 Apr 2002 44.39836564% 2 May 2002 44.39836564% 2 Jun 2002 44.39836564% 2 Jul 2002 44.39836564% 2 Aug 2002 44.39836564% 2 Sep 2002 44.39836564% 2 Oct 2002 44.39836564% 2 Nov 2002 44.39836564% 2 Dec 2002 44.39836564% 2 Jan 2003 44.39836564% 2 Feb 2003 42.99836564% 2 Mar 2003 42.99836564% 2 Apr 2003 42.99836564% 2 May 2003 42.99836564% 2 Jun 2003 42.99836564% 2 Jul 2003 43.00050458% 2 Aug 2003 41.60050458% 2 Sep 2003 41.60050458% 2 Oct 2003 41.60050458% 2 Nov 2003 41.60050458% 2 Dec 2003 41.60050458% 2 Jan 2004 41.60480637% 2 Feb 2004 41.39480637% 2 Mar 2004 41.39480637% 2 Apr 2004 41.39480637% 2 May 2004 41.39480637% 2 Jun 2004 41.39480637% 2 Jul 2004 41.39480637% 2 Aug 2004 41.39480637% 2 Sep 2004 41.39480637% 2 Oct 2004 41.39480637% 2 Nov 2004 41.39480637% 2 Dec 2004 41.39480637% 2 Jan 2005 41.39480637% 2 Feb 2005 41.37730637% 2 Mar 2005 41.37730637% 2 Apr 2005 41.37730637% 2 May 2005 41.37730637% 2 Jun 2005 41.37730637% 2 Jul 2005 41.37730637% 2 Aug 2005 41.35980637% 2 Sep 2005 41.35980637% 2 Oct 2005 41.35980637% 2 Nov 2005 41.35980637% 2 Dec 2005 41.35980637% 2 Jan 2006 41.35980637% 2 Feb 2006 41.08480637% 2 Mar 2006 41.08480637% 2 Apr 2006 41.08480637% 2 May 2006 41.08480637% 2 Jun 2006 41.08480637% 2 Jul 2006 41.08480637% 2 Aug 2006 40.80980637% 2 Sep 2006 40.80980637% 2 Oct 2006 40.80980637% 2 Nov 2006 40.80980637% 2 Dec 2006 40.80980637% 2 Jan 2007 40.80980637% 2 Feb 2007 40.48480637% 2 Mar 2007 40.48480637% 2 Apr 2007 40.48480637% 2 May 2007 40.48480637% 2 Jun 2007 40.48480637% 2 Jul 2007 40.48480637% 2 Aug 2007 40.15980637% 2 Sep 2007 40.15980637% 2 Oct 2007 40.15980637% 2 Nov 2007 40.15980637% 2 Dec 2007 40.15980637% 2 Jan 2008 40.15980637% 2 Feb 2008 39.55980637% 2 Mar 2008 39.55980637% 2 Apr 2008 39.55980637% 2 May 2008 39.55980637% 2 Jun 2008 39.55980637% 2 Jul 2008 39.55980637% 2 Aug 2008 38.95980637% 2 Sep 2008 38.95980637% 2 Oct 2008 38.95980637% 2 Nov 2008 38.95980637% 2 Dec 2008 38.95980637% 2 Jan 2009 38.95980637% 2 Feb 2009 37.70980637% 2 Mar 2009 37.70980637% 2 Apr 2009 37.70980637% 2 May 2009 37.70980637% 2 Jun 2009 37.70980637% 2 Jul 2009 37.70980637% 2 Aug 2009 36.45980637% 2 Sep 2009 36.45980637% 2 Oct 2009 36.45980637% 2 Nov 2009 36.45980637% 2 Dec 2009 36.45980637% 2 Jan 2010 36.45980637% 2 Feb 2010 35.20980637% 2 Mar 2010 35.20980637% 2 Apr 2010 35.20980637% 2 May 2010 35.20980637% 2 Jun 2010 35.20980637% 2 Jul 2010 35.21537045% 2 Aug 2010 33.96537045% 2 Sep 2010 33.96537045% 2 Oct 2010 33.96537045% 2 Nov 2010 33.96537045% 2 Dec 2010 33.96537045% 2 Jan 2011 33.97656078% 2 Feb 2011 31.62656078% 2 Mar 2011 31.62656078% 2 Apr 2011 31.62656078% 2 May 2011 31.62656078% 2 Jun 2011 31.62656078% 2 Jul 2011 31.64586125% 2 Aug 2011 29.29586125% 2 Sep 2011 29.29586125% 2 Oct 2011 29.29586125% 2 Nov 2011 29.29586125% 2 Dec 2011 29.29586125% 2 Jan 2012 29.32336251% 2 Feb 2012 26.97336251% 2 Mar 2012 26.97336251% 2 Apr 2012 26.97336251% 2 May 2012 26.97336251% 2 Jun 2012 26.97336251% 2 Jul 2012 26.99423094% 2 Aug 2012 24.64423094% 2 Sep 2012 24.64423094% 2 Oct 2012 24.64423094% 2 Nov 2012 24.64423094% 2 Dec 2012 24.64423094% 2 Jan 2013 24.65839243% 2 Feb 2013 23.28339243% 2 Mar 2013 23.28339243% 2 Apr 2013 23.28339243% 2 May 2013 23.28339243% 2 Jun 2013 23.28339243% 2 Jul 2013 23.29755392% 2 Aug 2013 21.92255392% 2 Sep 2013 21.92255392% 2 Oct 2013 21.92255392% 2 Nov 2013 21.92255392% 2 Dec 2013 21.92255392% 2 Jan 2014 21.93671541% 2 Feb 2014 20.43671541% 2 Mar 2014 20.43671541% 2 Apr 2014 20.43671541% 2 May 2014 20.43671541% 2 Jun 2014 20.43671541% 2 Jul 2014 20.45151703% 2 Aug 2014 18.95151703% 2 Sep 2014 18.95151703% 2 Oct 2014 18.95151703% 2 Nov 2014 18.95151703% 2 Dec 2014 18.95151703% 2 Jan 2015 18.96696592% 2 Feb 2015 17.46696592% 2 Mar 2015 17.46696592% 2 Apr 2015 17.46696592% 2 May 2015 17.46696592% 2 Jun 2015 17.46696592% 2 Jul 2015 17.48241482% 2 Aug 2015 15.98241482% 2 Sep 2015 15.98241482% 2 Oct 2015 15.98241482% 2 Nov 2015 15.98241482% 2 Dec 2015 15.98241482% 2 Jan 2016 15.99786372% 2 Feb 2016 14.49786372% 2 Mar 2016 14.49786372% 2 Apr 2016 14.49786372% 2 May 2016 14.49786372% 2 Jun 2016 14.49786372% 2 Jul 2016 14.49786372% 2 Aug 2016 12.99786372% 2 Sep 2016 12.99786372% 2 Oct 2016 12.99786372% 2 Nov 2016 12.99786372% 2 Dec 2016 12.99786372% 2 Jan 2017 12.99786372% 2 Feb 2017 12.90389409% 2 Mar 2017 12.90389409% 2 Apr 2017 12.90389409% 2 May 2017 12.95810302% 2 Jun 2017 13.01291774% 2 Jul 2017 13.14012193% SCHEDULE A-1 TO APPENDIX A (Definitions) Appendix A ("Definitions") to the Participation Agreement and the other Transaction Documents (as defined therein) is hereby amended as follows: (a) The following definitions are deleted from Appendix A: "Authenticating Agent", "Authorized Agent", "Bond Registrar", "Initial Interest Payment Date", "Paying Agent", "Place of Payment", "Predecessor Bonds", "Regular Record Date" and "Special Record Date". (b) The following definitions are added to Appendix A: (1) "Additional Equity Investment" shall have the meaning ascribed thereto in the Refunding Agreement. (2) "Collateral Bonds" shall mean all bonds, notes and other evidences of indebtedness from time to time issued and outstanding under the Collateral Trust Indenture. (3) "Collateral Trust Indenture" shall mean (x) in respect of the refunding of the Initial Series Bonds, the Collateral Trust Indenture, dated as of July 1, 1997, among the Lessee, Funding Corporation and the Collateral Trust Trustee, and (y) in respect of any refunding from time to time of Additional Bonds pursuant to Section 2(b) of the Participation Agreement, the related collateral trust indenture, in form and substance satisfactory to the Owner Participant, among the Lessee, Funding Corporation and the Collateral Trust Trustee. (4) "Collateral Trust Trustee" shall mean (x) in respect of the Collateral Trust Indenture entered into in connection with the refunding of the Initial Series Bonds, Bankers Trust Company, a New York banking corporation, and its successors or assigns, and (y) in respect of any Collateral Trust Indenture utilized in connection with the refunding of Additional Bonds pursuant to Section 2(b) of the Participation Agreement, the bank or trust company acting as trustee thereunder and its successors or assigns. (5) "Funding Corporation" shall mean (x) in respect of the refunding of the Initial Series Bonds, W3A Funding Corporation, a Delaware corporation, and (y) in respect of any refunding of Additional Bonds pursuant to Section 2(b) of the Participation Agreement, any special-purpose entity that issues Collateral Bonds to provide funds to refund such Additional Bonds. (6) "LP&L" means Entergy Louisiana, Inc. (formerly Louisiana Power & Light Company), a Louisiana corporation, and its permitted successors and assigns. (7) "1997 Bonds" shall have the meaning set forth in the Refunding Agreement. (8) "Refunding Agreement" shall mean the Refunding Agreement No. 2, dated as of June 27, 1997, among the Owner Participant, the Owner Trustee, Funding Corporation, the Indenture Trustee, the Collateral Trust Trustee and the Lessee. (9) "Refunding Collateral Bonds" shall mean any one or more series of Collateral Bonds issued and sold by Funding Corporation, a portion of the proceeds of which will be applied to the refunding of the Initial Series Bonds or any Additional Bonds. (10) "Refunding Expenses" shall have the meaning set forth in Section 3.01 of the Refunding Agreement. (11) "Refunding Loan" shall have the meaning set forth in Section 2(b) of the Participation Agreement. (c) The following definitions in Appendix A are revised as set forth below: (1) The definition of "Indemnitees" is amended and restated as follows: "Indemnitees" shall mean FNBC, the Owner Trustee, the Corporate Indenture Trustee, the Individual Indenture Trustee and the Collateral Trust Trustee, each in their individual and fiduciary capacities, the Owner Participant, Funding Corporation, the Trust, the Trust Estate, the Indenture Estate, the indenture estate under the Collateral Trust Indenture, any Affiliate of any of the foregoing and the respective successors, assigns, agents, shareholders, officers, directors or employees of any of the foregoing. (2) The definition of "Net Economic Return" is hereby amended and restated to be as follows: "Net Economic Return" shall mean: (i) the net after-tax economic yield expected by the Owner Participant as of the date of the initial authentication and delivery of the 1997 Bonds (as defined in the Indenture) with respect to the Undivided Interest, calculated using the Assumptions and the computations of Basic Rent, Casualty Values and Special Casualty Values derived therefrom (the "Schedules and Assumptions") as such yield shall be adjusted pursuant to and in accordance with Section 3 of the Facility Lease or as agreed between the Lessee and the Owner Participant; and (ii) the sum of after-tax cash flow over the Basic Lease Term at least equal to that expected by the Owner Participant as of the date of the initial authentication and delivery of the 1997 Bonds calculated using the Schedules and Assumptions (the "Original After-Tax Cash Flow"); and (iii) the same general pattern of after-tax Earnings originally expected by the Owner Participant as of the date of the initial authentication and delivery of the 1997 Bonds calculated using the Schedules and Assumptions. Notwithstanding the above, nothing in this definition shall be construed to obligate the Lessee to restore any portion of a reduction in Earnings where such portion of the reduction is due to events other than changes in Basic Rent provided for in the Transaction Documents, including, by example, changes in Financial Accounting Standards Board Statement No. 13 occurring after the date of the initial authentication and delivery of the 1997 Bonds. For the purposes of this definition, the Assumptions shall be deemed to include the assumptions that (i) the Owner Participant is fully taxable during the entire Basic Lease Term (provided, however, that nothing in this definition or the Participation Agreement shall be construed to be a representation by the Owner Participant as to the actual residual value assumed by the Owner Participant for purposes of calculating its earnings according to Financial Accounting Standards Board Statement No. 13 accounting or for any other purpose) and (ii) none of the equity investment is comprised of borrowed funds. (3) The definition of "Obligor" is amended and restated as follows: "Obligor", when used with reference to the Bonds, the Indenture, the Collateral Bonds or the Collateral Trust Indenture, means the Lessee and any successor to the obligations of the Lessee under the Lease, and does not include the Indenture Trustee, the Collateral Trust Trustee, the Funding Corporation, the Owner Trustee or the Owner Participant so long as none of the foregoing shall have assumed such obligations; provided, however, that no reference in the Indenture to the Lessee as an Obligor shall be construed as implying any guaranty or assumption by the Lessee of the Bonds or the Collateral Trust Bonds or the obligations represented thereby. (4) The definition of "Officers' Certificate" is amended and restated as follows: "Officers' Certificate" shall mean a certificate signed by the President or any Vice President and by the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Person with respect to which such term is used. (5) The definition of "Registration Statement" is amended and restated as follows: "Registration Statement" shall mean a registration statement, including all exhibits and all documents incorporated in such registration statement by reference, filed with the SEC under the Securities Act with respect to (x) in the case of the transactions contemplated to occur on the Closing Date, the offer, issue and sale of the Initial Series Bonds, and (y) in the case of the transactions contemplated to occur on any Refunding Date, the offer, issue and sale of any Refunding Collateral Bonds or Additional Bonds. (6) The definition of "Responsible Officer" is amended by adding the following after the words "shall mean" in the first line thereof: (i) when used with respect to the Trustee, any officer within the Corporate Trust Office including any Vice President, Assistant Vice President, Secretary, Assistant Secretary, Managing Director or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer's knowledge and familiarity with the particular subject, and (ii) and by adding word "other" after the words "agreement or obligation of any" in the second line thereof. (7) The definition of "Transaction Documents" is amended by adding the words" and the Collateral Trust Indenture, the Refunding Agreement and the Collateral Bonds" after the word "Bonds". (8) The definition of "Underwriting Agreement" is amended and restated as follows: "Underwriting Agreement" shall mean (x) with respect to the Initial Series Bonds, Underwriting Agreement No. [See Additional Information], dated September 21, 1989, among the Owner Trustee, the Lessee, and the underwriter or underwriters for the Initial Series Bonds, and (y) with respect to any Refunding Collateral Bonds or Additional Bonds, the underwriting agreement among the Lessee, Funding Corporation or the Owner Trustee (as the case may be), and the underwriter or underwriters for such Collateral Bonds or Additional Bonds relating to the purchase, sale and delivery thereof. SUPPLEMENTAL INDENTURE NO. 2 dated as of July 1, 1997 to INDENTURE OF MORTGAGE AND DEED OF TRUST NO. 2 dated as of September 1, 1989, as supplemented, between FIRST NATIONAL BANK OF COMMERCE, not in its individual capacity but solely as Owner Trustee under Trust Agreement No. 2, dated as of September 1, 1989, with the Owner Participant, and BANKERS TRUST COMPANY, as Corporate Indenture Trustee, and STANLEY BURG, as Individual Indenture Trustee Original Indenture Recorded On September 27, 1989 in Book No. _____, Page ____ as Entry No. _____ in the Conveyance Records of St. Charles Parish, Louisiana The Supplemental Indenture No. 2, dated as of July 1, 1997, to Indenture of Mortgage and Deed of Trust No. 2, dated as of September 1, 1989 (the "Original Indenture"; the Original Indenture, as supplemented by Supplemental Indenture No. 1, dated as of September 1, 1989, and by this Supplemental Indenture No. 2, and as it may be further supplemented or amended from time to time by all other indentures supplemental thereto, being hereinafter referred to as the "Indenture"), between First National Bank of Commerce, a national banking association having its principal office and mailing address at 210 Baronne Street, New Orleans, Louisiana 70112, not in its individual capacity, except as otherwise expressly provided in the Indenture, but solely as the Owner Trustee (such term and all other capitalized terms used herein and not defined herein having the respective meanings specified in Appendix A to the Original Indenture as modified by Schedule A-1 thereto, a copy of Schedule A-1 being attached hereto as Exhibit C), Bankers Trust Company, a New York banking corporation and successor in interest under the Indenture to First Trust of California, National Association, as Corporate Indenture Trustee (the "Corporate Indenture Trustee" and, for all purposes of the Indenture except as may be required pursuant to Section 7.03(c) of the Original Indenture, the "Indenture Trustee"), and Stanley Burg, as successor in interest under the Indenture to James V. Myers, as Individual Indenture Trustee (the "Individual Indenture Trustee" and, solely as may be required pursuant to Section 7.03(c) of the Original Indenture, the "Indenture Trustee"), each having its principal office and mailing address at Four Albany Street, New York, New York 10006, Attention: Corporate Trust and Agency-Public Utilities Group, WITNESSETH: Whereas, the Owner Trustee and the Lessee have executed and delivered to the Indenture Trustee the Original Indenture and Supplemental Indenture No. 1 pursuant to which the Owner Trustee issued the Initial Series Bonds; Whereas, Section 1.03 of Supplemental Indenture No. 1 provides that the Initial Series Bonds may be subject to redemption, on and after July 2, 1994, at the option of the Owner Trustee, in whole at any time or in part from time to time, at the Redemption Prices set forth therein; Whereas, the original Indenture Trustee and the successor Indenture Trustee have executed and delivered, and the Owner Trustee and the Lessee have acknowledged and accepted, an instrument in substantially the form of Exhibit B hereto, under which the original Indenture Trustee has resigned its appointment as Indenture Trustee and the successor Indenture Trustee has accepted its appointment as successor Indenture Trustee effective June 27, 1997; Whereas, the Owner Trustee desires to issue Additional Bonds to or upon the order of Funding Corporation as an integral step in the refunding of the Initial Series Bonds and to enter into this Supplemental Indenture No. 2 to establish the terms, conditions, designations and forms of such Additional Bonds; Whereas, the parties hereto further desire to enter into this Supplemental Indenture No. 2 in order to evidence the succession of the new Indenture Trustee and to amend the Indenture in a number of respects in light of the execution and delivery of the Collateral Trust Indenture and the issuance by Funding Corporation of Collateral Bonds in connection with the refunding of the Initial Series Bonds; Whereas, Section 10.01 of the Original Indenture provides that, without the consent of the Holders of any Bonds, the parties thereto at any time and from time to time may enter into one or more supplements to the Original Indenture in order to establish the form and terms of Bonds of any series permitted by Sections 2.01 and 2.04 of the Original Indenture, to evidence the succession of a new trustee or co-trustee under the Indenture, and (subject to the limitations provided therein) to change or eliminate any provision of the Indenture; Whereas, all action on the part of the Owner Trustee and the Indenture Trustee necessary to authorize the execution and delivery of this Supplemental Indenture No. 2 and the issuance of the aforesaid Bonds has been duly taken; and Whereas, all acts and things necessary (x) to make the Bonds of the series herein created and established, when executed by the Owner Trustee and authenticated and delivered by the Indenture Trustee as provided in the Original Indenture, the legal, valid and binding obligations of the Owner Trustee and (y) to constitute these presents a valid and binding supplemental indenture and agreement according to its terms have been done and performed, and the execution of this Supplemental Indenture No. 2 and the creation and issuance under the Indenture of such Bonds have in all respects been duly authorized; Now, Therefore, in order to establish the form and terms, and to authorize the authentication and delivery, of the Bonds of the series herein created and established, and in consideration of the premises, of the purchase of such Bonds by the Holders thereof and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Owner Trustee covenants and agrees with the Indenture Trustee, for the equal and proportionate benefit of the respective Holders from time to time of the Bonds, as follows: ARTICLE ONE Amendments to Indenture 1. Section 1.01. Amendments. (a) The Indenture is hereby amended by deleting the Lessee as a party thereto and the "Reconciliation and Tie" included therewith. The Indenture is hereby further amended in the following respects: (b) Article One is amended as follows: (1) Section 1.01 is deleted and the following inserted in lieu thereof: "Section 1.01. Definitions. For all purposes of this Indenture, except as otherwise expressly provided herein or unless the context otherwise requires: (a) capitalized terms used herein and not defined herein have the respective meanings specified in Appendix A hereto as modified by Schedule A-1 thereto, and the rules of construction specified in such Appendix are applicable to this Indenture; and (b) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles." (2) Paragraph (a) of Section 1.04 is deleted and the following inserted in lieu thereof: "(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders shall be embodied in and evidenced by one or more instruments of substantially similar tenor, signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee and, where it is hereby expressly required, to the Owner Trustee and the Lessee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 8.01, conclusive in favor of the Indenture Trustee, the Owner Trustee and the Lessee if made in the manner provided in this Section." (3) Section 1.05 is deleted and the following inserted in lieu thereof: "Section 1.05. Notices, etc. to Indenture Trustee, Lessee, Owner Trustee and Owner Participant. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with: (a) the Indenture Trustee by any Holder, by the Owner Trustee or by the Lessee shall be sufficient for every purpose hereunder if in writing and mailed, first-class postage prepaid, to the Indenture Trustee addressed to it at the address of the Corporate Trust Office; or (b) the Owner Trustee by the Indenture Trustee, by any Holder or by the Lessee shall be sufficient for every purpose hereunder if in writing and mailed, first-class postage prepaid, to the Owner Trustee addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Indenture Trustee and the Lessee by the Owner Trustee for such purpose; or (c) the Lessee by the Indenture Trustee, by any Holder or by the Owner Trustee shall be sufficient for every purpose hereunder if in writing and mailed, first-class postage prepaid, to the Lessee addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Indenture Trustee and the Owner Trustee by the Lessee for such purpose; or (d) the Owner Participant by the Indenture Trustee, by any Holder or by the Lessee shall be sufficient for every purpose hereunder if in writing and mailed, first-class postage prepaid, to the Owner Participant addressed to it at its address specified in Section 17 of the Participation Agreement or at any other address previously furnished in writing to the Lessee or the Indenture Trustee for such purpose." (4) The text of Section 1.07 is deleted and the caption "[Reserved]" is inserted in lieu of the existing caption, "Conflict with Trust Indenture Act." (5) Section 1.13 is deleted and the following inserted in lieu thereof: "Section 1.13. Legal Holidays. In the event that any payment of interest or principal, or both, and premium, if any, to be made hereunder or in respect of the Bonds of any series is stated to be due on a day that is not a Business Day, then such payment shall be due and payable on the next succeeding Business Day with the same force and effect as if made on the date on which such payment was stated to be due, and no interest shall accrue for the period from and after such stated due date." (c) Article Two is amended as follows: (1) Paragraph (b) of Section 2.02 is deleted and the following inserted in lieu thereof: "(b) No Bond shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose hereunder unless there appears on such Bond a certificate of authentication, substantially in the form provided above, executed manually by the Indenture Trustee by an Authorized Officer thereof, and such certificate upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly authenticated and delivered hereunder." (2) Section 2.04(b) is deleted and the following inserted in lieu thereof: "(b) The Bonds may be issued in one or more series. The terms, conditions, designations and forms of the Bonds of any series shall be consistent with the provisions of this Indenture and shall be established in the Series Supplemental Indenture creating the Bonds of such series." (3) Section 2.05(a)(3) is amended by deleting the text "(or, if applicable, the Authenticating Agent)" from clause (A) thereof. (4) Section 2.06 is deleted and the following inserted in lieu thereof: "Section 2.06. Form and Denominations. The Bonds of any series shall be issued only in fully registered form and in denominations of original principal amount of $500,000 or greater, unless otherwise provided in the Series Supplemental Indenture creating the Bonds of such series." (5) Section 2.08 is deleted and the following inserted in lieu thereof: "Section 2.08. Restrictions on Transfer Resulting from Federal Securities Laws and ERISA; Legend. (a) If not prohibited by the Securities Act, each Bond of any series shall be delivered to the initial Holder thereof without registration of such Bond under the Securities Act and without qualification of this Indenture under the Trust Indenture Act. Prior to any transfer of any such Bond, in whole or in part, to any Person other than the Collateral Trust Trustee, the Holder thereof shall furnish to the Lessee, the Indenture Trustee, the Owner Participant and the Owner Trustee either (i) a written representation and warranty of such Holder to the effect that the transferee of such Bond and all Persons to which such Bond shall have been offered are "accredited investors" or "qualified institutional buyers" within the meaning of Regulation D or Rule 144A, respectively (or, in each case, any successor thereto) under the Securities Act, or (ii) an opinion of counsel to the effect that such transfer will not violate the registration requirements of the Securities Act or require the qualification of this Indenture under the Trust Indenture Act. Such written representation and warranty and opinion of counsel, as well as counsel rendering any such opinion, shall be reasonably satisfactory to the Lessee, the Indenture Trustee, the Owner Participant and the Owner Trustee. All Bonds issued hereunder from time to time without registration thereof under the Securities Act shall in each case be endorsed with a legend reading substantially as follows: This Bond has not been registered under the Securities Act of 1933, as amended, and may not be transferred, sold or offered for sale in violation of such Act or otherwise except in compliance with Section 2.08 of the Indenture. (b) Prior to any transfer, in whole or in part, of any Bond issued hereunder without registration thereof under the Securities Act to any Person other than the Collateral Trust Trustee, the Holder thereof shall furnish to the Lessee, the Indenture Trustee, the Owner Participant and the Owner Trustee a written representation and warranty to the effect that neither the transfer of such Bond to, nor the ownership of such Bond by, such transferee will cause such transferee, or any such Person, to be engaged in a "prohibited transaction", as defined in section 406 of ERISA or section 4975 of the Code, which is not at such time subject to an exemption contained in ERISA or in the rules, regulations, releases or bulletins adopted thereunder." (c) Notwithstanding the foregoing, no Bond issued to Funding Corporation shall be transferred without the prior written consent of the Owner Trustee, provided, however, that each Bond may be pledged with the Collateral Trust Trustee and sold by the Collateral Trust Trustee in accordance with the Collateral Trust Indenture. (6) Section 2.09 is deleted and the following inserted in lieu thereof: "Section 2.09. Registration, Transfer and Exchange. (a) The Indenture Trustee on behalf of the Owner Trustee shall maintain at the Corporate Trust Office a register ("Bond Register") for the purpose of registration, and registration of transfer and exchange, of the Bonds by series in which shall be entered the names and addresses of the owners of such Bonds and the principal amounts and serial or other identifying numbers of the Bonds owned by such Persons. Unless otherwise provided in respect of the Bonds of a particular series, the Indenture Trustee is hereby appointed transfer agent and registrar for the Bonds of all series. (b) A Holder of a Bond intending to register the transfer of any Outstanding Bond held by such Holder (including any transfer in the form of a pledge or assignment) or to exchange any Outstanding Bond held by such Holder for a new Bond or Bonds of the same series shall surrender such Outstanding Bond at the Corporate Trust Office, duly endorsed and accompanied by the written request of such Holder or of its attorney duly authorized in writing (in each case with signatures guaranteed) in form and substance reasonably satisfactory to the Indenture Trustee, for the registration of such Bond in the name of any transferee (including any pledgee or assignee in the case of a transfer in the form of a pledge or assignment) or for the issuance of a new Bond or Bonds of the same series, specifying the authorized denomination or denominations of any new Bond or Bonds to be issued and the name and address and taxpayer identification number of the Person or Persons in whose name or names the Bond or Bonds are to be registered (either as pledgee or assignee or as owner). Promptly upon receipt by the Indenture Trustee of the foregoing and satisfaction of the requirements of paragraph (d) hereof and Section 2.08, the Indenture Trustee shall register such Bond or Bonds in the name or names of the Person or Persons specified in the written request and, if a new Bond or Bonds are to be issued, the Owner Trustee shall execute and the Indenture Trustee shall authenticate and deliver such new Bond or Bonds of the same series, in the same aggregate principal amount and dated the same date as the Outstanding Bond surrendered, in the authorized denomination or denominations specified in the written request. The Indenture Trustee shall make a notation on each new Bond of the amount of all payments of principal theretofore made on the predecessor Bond or Bonds and the date to which interest on such predecessor Bond or Bonds has been paid. (c) Except as otherwise specified in the Series Supplemental Indenture creating the Bonds of a particular series, the Indenture Trustee shall not be required to register transfers or exchanges of the Bonds of any series on any date fixed for the payment of principal of or interest on the Bonds of such series or during the fifteen days preceding any such date. (d) As a condition to registration of transfer or exchange of any Bond, the Indenture Trustee and the Owner Trustee may charge the Holder thereof for any stamp taxes or governmental charges required to be paid with respect to such registration of transfer or exchange. (e) All Bonds issued upon any registration of transfer or exchange of Bonds shall be the valid obligations of the Owner Trustee evidencing the same debt, and entitled to the same security and benefits under this Indenture, as the Bonds surrendered upon such registration of transfer or exchange. (f) All Bonds surrendered to the Indenture Trustee for registration of transfer or exchange or for payment in full (whether at the scheduled final maturity thereof, upon redemption or otherwise) shall be canceled by it; and no Bonds shall be issued in lieu thereof except as expressly permitted hereunder. Subject to any Applicable Law to the contrary, the Indenture Trustee shall destroy canceled Bonds held by it in accordance with its customary practices in effect from time to time and deliver a certificate of destruction to the Owner Trustee. If the Owner Trustee shall acquire any of the Bonds, such acquisition shall not operate as a redemption of or the satisfaction of the indebtedness represented by such Bonds unless and until the same shall be delivered to the Indenture Trustee for cancellation. (g) The Bond Register shall at all reasonable times be open for inspection by any Holder. Upon receipt of a written request by any Holder, by the Owner Trustee or by the Lessee, the Indenture Trustee shall furnish such Person, at its expense, with a list of the names and addresses of all Holders entered on the Bond Register, indicating the series, principal amount and serial or other identifying number of each Bond held by each such Holder." (7) Paragraphs (a) and (b) of Section 2.10 are deleted and the following inserted in lieu thereof: "(a) If (i) any mutilated Bond is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Bond, and (ii) there is delivered to the Indenture Trustee evidence to its satisfaction of the ownership and authenticity thereof, and such security or indemnity as may be required by it to save it and the Owner Trustee harmless (provided, however, that if the Holder of such Bond is the Collateral Trust Trustee, the unsecured written undertaking thereof, in its individual capacity, to indemnify the Indenture Trustee and the Owner Trustee shall constitute sufficient security and indemnity for such purposes), then, in the absence of notice to the Indenture Trustee that such Bond has been acquired by a bona fide purchaser, the Owner Trustee shall execute and the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Bond, a new Bond of the same series, in the same original principal amount and bearing an identification number not contemporaneously outstanding. The Indenture Trustee shall make a notation on each such new Bond of (i) the aggregate amount of all payments of principal theretofore made on the Bond so mutilated, destroyed, lost or stolen and (ii) the date to which interest on such predecessor Bond has been paid. (b) [Reserved]" (8) Section 2.11 is deleted and the following inserted in lieu thereof: "Section 2.11. Payments. Except as otherwise specified in the Series Supplemental Indenture creating the Bonds of a particular series, the principal of and premium, if any, and interest on each Bond shall be payable at the Corporate Trust Office in immediately available funds in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts; provided, however, that if so requested in writing by the Holder of any Bond, all amounts (other than the final payment) payable with respect to such obligation shall be paid by crediting the amount to be distributed to such Holder to an account maintained by it with the Indenture Trustee or by the Indenture Trustee transferring such amount by wire transfer of immediately available funds as soon as practicable but in any event no later than the close of business on the date of receipt (assuming the Indenture Trustee has received such funds prior to 1:00 p.m., New York City time, on the same day) to such other bank in the United States having an account with a Federal Reserve Bank, as shall have been specified in such notice, for credit to the account of such Holder maintained at such bank, any such credit or transfer pursuant to this Section to be in immediately available funds, without any presentment or surrender of such Bond; provided further, however, that any final payment on any such Bond shall be made only against presentment and surrender thereof at the Corporate Trust Office." (9) The text of Section 2.12 following the caption "Persons Deemed Owners" is deleted and the following inserted in lieu thereof: "The Owner Trustee and the Indenture Trustee shall deem the Person in whose name any Bond is registered in the Bond Register as the absolute owner of such Bond for the purpose of receiving payment of all amounts payable with respect to such Bond and for all other purposes, and neither the Owner Trustee nor the Indenture Trustee shall be affected by any notice to the contrary." (10) The following section is added to the end of Article Two: "Section 2.17. Certain Adjustments to Sinking Fund or Amortization Schedules. The sinking fund or principal amortization schedules, as the case may be, and stated maturity of the Outstanding Bonds of any series may be adjusted at the discretion of the Owner Trustee under the circumstances and subject to the conditions set forth in paragraphs (b) and (c) of Section 2 of the Participation Agreement; provided, however, that no such adjustment to the sinking fund or the principal amortization schedules or stated maturity of the Outstanding Bonds of any series shall (x) cause the average life of the Bonds of such series (measured from the date of initial issuance thereof and calculated in accordance with generally accepted financial practice) to be decreased or increased by more than six months, or (y) extend the final maturity of the Bonds of such series. If it elects to make such an adjustment, the Owner Trustee shall deliver to the Indenture Trustee and the Lessee, at least 40 days prior to the first payment date proposed to be affected by such adjustment, an Owner Trustee Request, prepared by the Owner Participant and the Lessee, (x) stating that the Owner Trustee has elected to make such adjustment, (y) attaching the revised payment and maturity schedules for each of the Outstanding Bonds, and (z) attaching calculations showing that the average life of the Outstanding Bonds of the series affected thereby shall not be decreased or increased except as permitted by this Section. The Indenture Trustee may conclusively rely on such Owner Trustee Request and shall have no duty with respect to the calculations referred to in the foregoing clause (z), other than to make such Owner Trustee Request available for inspection by each Holder of Outstanding Bonds of the series affected thereby at the Corporate Trust Office upon reasonable notice. Promptly after receipt of such Owner Trustee Request, and in any event at least thirty (30) days prior to the first payment date proposed to be affected thereby, the Indenture Trustee shall send to each Holder of Outstanding Bonds of the series affected thereby, in the manner provided in Section 1.06, a copy of a revised payment schedule for such Bonds after giving effect to such adjustment." (d) Article Three is amended to add the following to the end of paragraph (d) of Section 3.01: "; provided, however, that if the Indenture Trustee has been directed by any Holder or Holders to make payments by wire transfer pursuant to Section 2.11, any amounts received by the Indenture Trustee after 1:00 p.m., New York City time, may be distributed on the following Business Day." (e) Article Four is amended as follows: (1) Section 4.03 is amended in the following respects: (A) The reference in the first sentence of paragraph (a) to "or with any Paying Agent" is deleted; (B) paragraph (b) is deleted; and (C) paragraph (c) is deleted and the following inserted in lieu thereof: "(b) [Reserved]" (c) Any money deposited with the Indenture Trustee in trust for the payment of the principal of, and premium, if any, and interest on, any Bond and remaining unclaimed for three years (or such lesser period as may be required by law to give effect to this provision) after such principal, premium, if any, or interest has become due and payable shall be paid to the Owner Trustee on Owner Trustee Request (to the extent such moneys shall have been deposited by the Owner Trustee) or to any other Person on its written request (to the extent such moneys shall have been deposited by such other Person); and the Holder of such Bond shall thereafter, as an unsecured general creditor, look only to the Owner Trustee or such other Person, for payment thereof, and all liability of the Indenture Trustee with respect to such money shall thereupon be discharged." (2) Section 4.04 is deleted and the following inserted in lieu thereof: "Section 4.04 [Reserved]" (3) Paragraph (a) of Section 4.06 is deleted and the following inserted in lieu thereof: "(a) Pursuant to Section 9(b)(2) of the Participation Agreement, the Lessee has covenanted to maintain the priority of the Lien created by this Indenture. The Indenture Trustee shall, at the request and expense of the Lessee as provided in the Participation Agreement (and upon receipt of the form of document so to be executed), execute and deliver to the Lessee and the Lessee shall file, if not already filed, such financing statements or other documents and such continuation statements or other documents with respect to financing statements or other documents previously filed relating to the Lien created by this Indenture as may be necessary to protect, perfect and preserve such Lien. At any time and from time to time, upon the request of the Lessee or the Indenture Trustee, at the expense of the Lessee as provided in the Participation Agreement (and upon receipt of the form of document so to be executed), the Owner Trustee shall promptly and duly execute and deliver any and all such further instruments and documents as the Lessee or the Indenture Trustee may reasonably request in order for the Indenture Trustee to obtain the full benefits of the Lien created or intended to be created hereby and of the rights and powers herein granted. Upon the reasonable instructions (which instructions shall be accompanied by the form of document to be filed) at any time and from time to time of the Lessee or the Indenture Trustee, the Owner Trustee shall execute and file any financing statement (and any continuation statement with respect to any such financing statement), any certificate of title or any other document, in each case relating to the Liens created by this Indenture, as may be specified in such instructions. In addition, the Indenture Trustee and the Owner Trustee shall execute such continuation statements with respect to financing statements and other documents relating to the Lien created by this Indenture as may be reasonably specified from time to time in written instructions of any Holder (which instructions may, by their terms, be operative only at a future date and which shall be accompanied by the form of such continuation statement or other document so to be filed)." (4) Section 4.09 is deleted and the following inserted in lieu thereof: "Section 4.09. Notices of Default. The Owner Trustee shall give to the Indenture Trustee, promptly after having obtained knowledge thereof, notice in the manner provided in Section 1.05 of any Indenture Default or Indenture Event of Default." (5) The first eight words of Section 4.10 following the caption "Performance of Obligations" are deleted and the following inserted in lieu thereof: "The Owner Trustee shall not" (6) Section 4.12 is deleted and the following inserted in lieu thereof: "Section 4.12 [Reserved]" (f) Article Five is amended as follows: (1) The following is added to the end of Section 5.01: "This Article does not apply to installment payments of principal of the Bonds of any series as contemplated in Section 6.03." (2) Subparagraph (5) of Section 5.05(b) is deleted and the following inserted in lieu thereof: "(5) if such Bonds are to be redeemed in full, the place or places where such Bonds are to be surrendered for payment of the Redemption Price, and" (3) The second sentence of Section 5.06 is deleted and the following inserted in lieu thereof: "Upon surrender of any such Bond for redemption in accordance with such notice, such Bond or portion thereof shall be paid at the Redemption Price, together with accrued interest, if any, to the Redemption Date." (4) Section 5.07 is deleted and the following inserted in lieu thereof: "Section 5.07. Bonds Redeemed in Part. Any Bond which is to be redeemed only in part may be surrendered at the Corporate Trust Office (with, if the Owner Trustee or Indenture Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Owner Trustee and the Indenture Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Lessee shall cause to be prepared, the Owner Trustee shall execute, and the Indenture Trustee shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds of the same series, in any authorized denomination requested by such Holder and in an aggregate unpaid principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered." (g) Article Six is deleted and the following inserted in lieu thereof: "ARTICLE SIX Sinking Funds; Installment Payments Section 6.01. Applicability of Article. The provisions of this Article shall apply (x) to any sinking fund established for the retirement of the Bonds of a particular series and (y) to the Bonds of any series the principal of which is subject to amortization in installments. Section 6.02. Sinking Funds. (a) Any Series Supplemental Indenture may provide for a sinking fund for the retirement of the Bonds of the series created thereby (a "Sinking Fund"), in accordance with which the Owner Trustee shall be required to redeem on the respective dates specified in or pursuant to such Series Supplemental Indenture (any such date, a "Sinking Fund Redemption Date") corresponding principal amounts of the Bonds of such series (any such corresponding amount, a "Sinking Fund Requirement"). (b) If there shall have been a redemption, otherwise than pursuant to a Sinking Fund, of less than all the Bonds of a series to which a Sinking Fund is applicable (such redeemed Bonds being hereinafter called the "Redeemed Bonds"), the Sinking Fund Requirements applicable to the Bonds of such series for each Sinking Fund Redemption Date thereafter shall be deemed to have been satisfied to the extent of an amount equal to the quotient resulting from the division of (1) the product of (A) the principal amount of the Redeemed Bonds and (B) such Sinking Fund Requirement by (2) the sum of (C) the aggregate principal amount of Bonds of such series then Outstanding (after giving effect to such redemption) and (D) the principal amount of such Redeemed Bonds; provided, however, that the remaining Sinking Fund Requirements determined as set forth in this paragraph shall be rounded to the nearest integral multiple of $1,000, subject to further necessary adjustment so that the aggregate principal amount of such satisfaction of Sinking Fund Requirements shall be equal to the aggregate principal amount of such Redeemed Bonds, such adjustment to such Sinking Fund Requirements to be made in the inverse order of the respective Sinking Fund Redemption Dates corresponding thereto. (c) Particular Bonds to be redeemed pursuant to a Sinking Fund shall be selected in the manner provided in Section 5.04, and notice of such redemption shall be given in the manner provided in Section 5.05. Section 6.03. Installment Payments. (a) Any Series Supplemental Indenture may provide for the amortization of the principal amount of the Bonds of the series created thereby through installment payments of the principal of each Bond of such series, in accordance with which the Owner Trustee shall be required to pay on the respective dates specified in or pursuant to such Series Supplemental Indenture (any such date, an "Amortization Date") corresponding installments of principal of each Bond of such series (any such installment payment of principal, an "Amortization Requirement"). (b) If there shall have been a redemption (any installment payment pursuant to this Section 6.03 not being considered for such purpose a redemption) of less than all the Bonds of a series subject to installment payments as contemplated in this Section (such redeemed Bonds being hereinafter called the "Redeemed Bonds"), the Amortization Requirements applicable to the Bonds of such series for each Amortization Date thereafter shall be deemed to have been satisfied to the extent of an amount equal to the quotient resulting from the division of (1) the product of (A) the principal amount of the Redeemed Bonds and (B) such Amortization Requirement by (2) the sum of (C) the aggregate principal amount of Bonds of such series then Outstanding (after giving effect to such redemption) and (D) the principal amount of the Redeemed Bonds; provided, however, that the remaining Amortization Requirements determined as set forth in this paragraph shall be rounded to the nearest integral multiple of $1,000, subject to further necessary adjustment so that the aggregate principal amount of such satisfaction of Amortization Requirements shall be equal to the aggregate principal amount of such Redeemed Bonds, such adjustment to such Amortization Requirements to be made in the inverse order of the respective Amortization Dates corresponding thereto. In connection with any such adjustments to the Amortization Requirements, the Owner Trustee shall deliver to the Indenture Trustee, not later than 30 days prior to the next Amortization Date following such partial redemption, a revised schedule, prepared by the Lessee and approved by the Owner Participant, setting forth the Amortization Requirements for the Bonds commencing with the first Amortization Date following such partial redemption. The Indenture Trustee may conclusively rely on such revised schedule and shall have no duty with respect to the adjustments set forth therein, other than to make such revised schedule available for inspection by the Holders of the Bonds affected thereby." (h) Article Eight is amended as follows: (1) Section 8.01 is deleted and the following inserted in lieu thereof: "Section 8.01. Certain Duties and Responsibilities; Standard of Care. (a) The Indenture Trustee shall perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) The Indenture Trustee shall not be liable hereunder except for its own willful misconduct or gross negligence. The foregoing notwithstanding, if an Indenture Event of Default has occurred and is continuing, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (c) In the absence of bad faith on its part: (1) the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall be under a duty to examine the same to determine whether they conform to the requirements of this Indenture; and (2) the Indenture Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority in aggregate principal amount of the Outstanding Bonds of all series, considered as one class, relating to (A) the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee under this Indenture or (B) the exercise by it of any trust or power conferred upon it under this Indenture. (d) Whether or not herein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Indenture Trustee shall be subject to the provisions of this Section." (2) Section 8.03 following the caption "Certain Rights of Indenture Trustee" is deleted and the following inserted in lieu thereof: "Except as otherwise provided in Section 8.01: (a) the Indenture Trustee may conclusively rely and shall be protected in acting or refraining from acting in reliance upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction referred to herein of the Owner Trustee shall be sufficiently evidenced by an Owner Trustee Request or Owner Trustee Order and any request of the Lessee shall be sufficiently evidenced by a Lessee Request or Lessee Order; (c) whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) shall be entitled to receive and may, in the absence of bad faith on its part, rely upon an Officers' Certificate of the Owner Trustee; (d) the Indenture Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (e) the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, except to the extent that such Holders shall have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; provided, however, that if the Holder of such Bonds is the Collateral Trust Trustee, the unsecured written undertaking thereof, in its individual capacity, to indemnify the Indenture Trustee shall constitute sufficient security and indemnity for such purposes; (f) the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Owner Trustee, personally or by agent or attorney; (g) the Indenture Trustee may at any time request written instructions from the Holders of the Bonds with respect to any interpretation of this Indenture or any action to be taken or not to be taken hereunder and, except as otherwise contemplated in Section 2.11, may withhold any action under this Indenture until it shall have received such written instructions from the Holders of a majority in aggregate principal amount of the Outstanding Bonds of all series, considered as one class, evidenced by an Act of such Holders; (h) the Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or, by or through agents or attorneys appointed by it in writing and acceptable to the Owner Trustee and the Lessee, indirectly, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of any such authorized agent or attorney appointed with due care by it and as otherwise hereinabove provided; (i) the Indenture Trustee shall not be personally liable, in the case of entry by it upon the Indenture Estate, for debts, contracts or liabilities or damages incurred in the management or operation of the Indenture Estate; and (j) for all purposes of this Indenture, the Indenture Trustee shall not be deemed to have knowledge of the occurrence of any Indenture Default or Indenture Event of Default unless either (1) notice thereof shall have been given to the Indenture Trustee in the manner provided in Section 1.05 or (2) a Responsible Officer of the Corporate Indenture Trustee shall have actual knowledge of the occurrence thereof; provided, however, that the Indenture Trustee shall be deemed to have knowledge of any failure of the Lessee to pay any installment of Basic Rent within five Business Days after the same has become due." (3) The text of Section 8.05 following the caption "Indenture Trustee and Authorized Agents May Hold Bonds" is deleted and the following inserted in lieu thereof: "The Indenture Trustee and any agent appointed by the Indenture Trustee or Owner Trustee in accordance with this Indenture, in its individual or any other capacity, may become the owner or pledgee of Bonds and, subject to Sections 8.08 and 8.13, may otherwise deal with the Owner Trustee with the same rights it would have if it were not Indenture Trustee or such agent." (4) Section 8.06 is amended in the following respects: (A) the reference in the caption to "or Paying Agent" is deleted; (B) the respective references in paragraph (a) to "or the Paying Agent" and "nor the Paying Agent" are deleted; and (C) the reference in paragraph (b) to "or the Paying Agent" is deleted. (5) Section 8.07 is deleted and the following inserted in lieu thereof: "Section 8.07. Compensation and Reimbursement. (a) The Owner Trustee shall: (1) pay, or cause to be paid, to the Indenture Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) reimburse, or cause to be reimbursed, the Indenture Trustee upon its request for all expenses, disbursements and advances incurred or made by it in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its own negligence, willful misconduct or bad faith; and (3) indemnify, or cause to be indemnified, each of the Indenture Trustee and any predecessor Indenture Trustee for, and hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. (b) As security for the performance of the obligations of the Owner Trustee under this Section, the Indenture Trustee shall have a Lien prior to the Bonds upon all funds and other property held or collected by it as part of the Indenture Estate. (c) The provisions of paragraph (a) apply equally to any agent appointed by the Indenture Trustee or Owner Trustee hereunder in accordance with the provisions hereof." (6) Section 8.08 is deleted and the following inserted in lieu thereof: "Section 8.08 [Reserved]" (7) The text of Section 8.09 following the caption is deleted and the following inserted in lieu thereof: "There shall at all times be an Indenture Trustee hereunder that is a corporation organized and doing business under the laws of the United States or any jurisdiction thereof, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $25,000,000, and subject to supervision or examination by federal or state or other local authority. If at any time the Indenture Trustee ceases to remain eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article." (8) Paragraphs (d) and (e) of Section 8.10 are deleted and the following inserted in lieu thereof: "(d) if at any time: (1) the Indenture Trustee ceases to remain eligible under Section 8.09 and fails to resign after written request therefor by the Owner Trustee or by any Holder who has been a bona fide holder of a Bond for at least six months, or (2) the Indenture Trustee has become incapable of acting or has been adjudged a bankrupt or insolvent or a receiver of the Indenture Trustee or of its property has been appointed or any public officer has taken charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (x) the Owner Trustee, acting after consultation with the Lessee, may remove the Indenture Trustee or (y) subject to Section 7.11, any Holder who has been a bona fide Holder of a Bond for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) If the Indenture Trustee resigns, is removed or becomes incapable of acting, or if a vacancy occurs in the office of Indenture Trustee for any cause, the Owner Trustee, acting after consultation with the Lessee, shall promptly appoint a successor Indenture Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Indenture Trustee has been appointed by Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Bonds of all series, considered as one class, delivered to the Lessee, the Owner Trustee and the retiring Indenture Trustee, the successor Indenture Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Indenture Trustee and supersede the successor Indenture Trustee appointed by the Lessee. If no successor Indenture Trustee has been so appointed by the Owner Trustee, acting after consultation with the Lessee, or by the Holders, and has accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Bond for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee." (9) Section 8.13 is deleted and the following inserted in lieu thereof: "Section 8.13. [Reserved]" (10) Section 8.14 is deleted and the following inserted in lieu thereof: "Section 8.14. [Reserved]" (11) Section 8.15 is amended in the following respects: (A) Paragraph (a) is deleted and the following inserted in lieu thereof: "(a) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which property shall be held subject to the Lien hereof, or the Indenture Trustee shall be advised by counsel, satisfactory to it, that it is so necessary or prudent in the interest of the Holders, or the Holders of a majority in aggregate principal amount of the Outstanding Bonds of all series, considered as one class, shall by Act of such Holders so request, the Indenture Trustee and the Owner Trustee shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company or one or more Persons approved by the Indenture Trustee either to act as co-trustee or co-trustees of all or any part of the Indenture Estate jointly with the Indenture Trustee originally named herein or any successor or successors or to act as separate trustee or trustees of all or any such property. In the event the Owner Trustee shall not have joined in the execution of such instruments and agreements within ten days after the receipt of a written request from the Indenture Trustee so to do, or in case an Indenture Event of Default shall have occurred and be continuing, the Indenture Trustee may act under the foregoing provisions of this Section without the concurrence of the Owner Trustee, and the Owner Trustee hereby appoints the Indenture Trustee its agent and attorney to act for it under the foregoing provisions of this Section in either of such contingencies." (B) Subparagraph (b)(5) is deleted and the following inserted in lieu thereof: "(5) the Owner Trustee and the Indenture Trustee, at any time, by an instrument in writing, executed by them jointly, may remove any such additional trustee or trustees and, in that case, by an instrument in writing executed by them jointly, may appoint a successor or successors to such additional trustee or trustees, anything herein to the contrary notwithstanding; provided, however, that if the Owner Trustee and the Indenture Trustee remove any such additional trustee which has been appointed at the request of the Holders pursuant to subsection (a) of this Section, then such parties shall appoint a successor or successors to such additional trustee so removed unless the Holders of a majority in aggregate principal amount of the Outstanding Bonds of all series, considered as one class, shall have agreed in writing that no such successor or successors need be appointed. In the event that the Owner Trustee shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from the Indenture Trustee to do so, the Indenture Trustee shall have power to remove any such additional trustee and to appoint a successor additional trustee without the concurrence of the Owner Trustee, the latter hereby appointing the Indenture Trustee its agent and attorney to act for it in such connection in such contingency. In the event that the Indenture Trustee alone shall have appointed an additional trustee or trustees as above provided, it may at any time, by an instrument in writing, remove any such additional trustee or trustees, the successor to any such additional trustee so removed to be appointed by the Owner Trustee and the Indenture Trustee, or by the Indenture Trustee alone, as hereinbefore in this Section provided." (i) Article Nine is deleted and the following inserted in lieu thereof: "ARTICLE NINE [Reserved]" (j) Article Ten is amended as follows: (1) Section 10.01 is amended in the following respects: (A) the text preceding subparagraphs (a) through (l) is amended to delete the text "the Lessee,"; (B) subparagraph (b) is deleted and the following inserted in lieu thereof: "(b) to evidence the succession of another bank or trust company to the Owner Trustee, and the assumption by any such successor of the covenants of the Owner Trustee herein and in the Bonds contained, or to evidence the appointment of a co-trustee pursuant to the terms of the Trust Agreement;" (C) subparagraph (e) is deleted and the following inserted in lieu thereof: "(e) to add to the covenants of the Owner Trustee for the benefit of the Holders or to evidence the surrender of any right or power herein conferred upon the Owner Trustee;" (D) subparagraph (g) is deleted and the following inserted in lieu thereof: "(g) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to qualify or continue the qualification of this Indenture (including any Series Supplemental Indenture) under the Trust Indenture Act, or under any similar federal statute hereafter enacted, or to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act;" (2) Section 10.02 is amended in the following respects: (A) Paragraph (a) is amended by deleting from the phrase "the Owner Trustee and the Lessee may" in the text preceding the first proviso the words "and the Lessee"; and (B) the text ", or reduce the requirements of Section 12.04 for quorum or voting" at the end of subparagraph (a)(3) is deleted. (3) Section 10.08 is deleted and the following inserted in lieu thereof: "Section 10.08. [Reserved]" (4) Section 10.09 is amended by deleting (A) the references in the first sentence thereof to, respectively, "or the Lessee" and "and the Lessee", and (B) the reference in the second sentence thereof to "or the Lessee", together with the text ", the Lessee". (k) Article Eleven is amended as follows: (1) Paragraph (e) of Section 11.01 is deleted and the following inserted in lieu thereof: "(e) Notwithstanding the satisfaction and discharge of any Bonds as hereinabove provided, the respective obligations of the Owner Trustee and the Indenture Trustee in respect of such Bonds under Sections 2.09, 2.10, 4.03 and 8.07 and this Article shall survive. In addition, the obligations of the Owner Trustee under Section 8.07 shall survive the earlier resignation or removal of the Indenture Trustee." (2) Paragraph (c) of Section 11.02 is deleted and the following inserted in lieu thereof: "(c) Notwithstanding the satisfaction and discharge of any Bonds as hereinabove provided, the respective obligations of the Owner Trustee and the Indenture Trustee in respect of such Bonds under Sections 2.09, 2.10, 4.03 and 8.07 and this Article shall survive." (l) Article Twelve is deleted and the following inserted in lieu thereof: "ARTICLE TWELVE [Reserved]" (m) Appendix A to the Indenture is hereby amended as set forth in Schedule A-1 attached hereto. ARTICLE TWO Terms Of The 1997 Bonds 2.01 The 1997 Bonds. (a) There is hereby created and established a separate series of Additional Bonds designated "Waterford 3 Secured Lease Obligation Bonds, 8.09% Series B due 2017" (the "1997 Bonds"). The 1997 Bonds shall be issued in the aggregate principal amount, shall bear interest at the rate per annum and shall have the final maturity set forth below: Original Principal Interest Final Amount Rate Maturity 1997 Bonds $87,000,000 8.09% January 2, 2017 The 1997 Bonds shall be substantially in the form of Exhibit A hereto. (b) Each 1997 Bond shall bear interest on the principal amount thereof from time to time outstanding from the Issue Date designated thereon until paid in full at the rate of interest set forth therein, which interest shall be payable on January 2, 1998 and on each January 2 and July 2 thereafter to and including the final maturity date thereof, unless paid in full prior to such date as provided herein and in such 1997 Bond. (c) The original principal amount of each 1997 Bond shall be payable in installments on the dates and in the amounts set forth in Schedule 1 attached thereto, as such Schedule may be adjusted from time to time in accordance with the provisions of the Indenture and of such 1997 Bond. Installments of principal of and premium, if any, and interest on each 1997 Bond shall be due and payable on the payment dates specified in Schedule 1 attached thereto. (d) Each 1997 Bond shall be subject to redemption as set forth in such 1997 Bond. There shall not be a Sinking Fund for the 1997 Bonds. ARTICLE THREE Miscellaneous 3.01 Execution as Supplemental Indenture. This Supplemental Indenture No. 2 is executed and shall be construed as an indenture supplemental to the Indenture and, as provided in the Original Indenture, this Supplemental Indenture No. 2 forms a part thereof. 3.02 Counterpart Execution. This Supplemental Indenture No. 2 may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 3.03 Concerning the Owner Trustee. Anything herein to the contrary notwithstanding, all and each of the agreements and obligations herein made or undertaken on the part of the Owner Trustee are made or undertaken not as personal agreements by the Owner Trustee in its individual capacity for the purpose or with the intention of binding it personally, but are made or undertaken solely for the purpose of binding only the Trust Estate, and this Supplemental Indenture No. 2 is executed and delivered by the Owner Trustee in its individual capacity solely in the exercise of the powers expressly conferred upon it as trustee under the Trust Agreement; and no personal liability or responsibility is assumed hereunder by or shall at any time be enforceable against the Owner Trustee or any successor in trust or the Owner Participant on account of any agreements hereunder of the Owner Trustee, either express or implied, all such personal liability, if any, being expressly waived by the Indenture Trustee and the Holders and by all Persons claiming by, through or under the Indenture Trustee and the Holders; provided, however, that the Owner Trustee, in its individual capacity, shall be liable hereunder for its own gross negligence or willful misconduct. If a successor owner trustee is appointed in accordance with the terms of the Trust Agreement, such successor owner trustee shall,without any further act, succeed to all the rights, duties, immunities and obligations of the Owner Trustee hereunder, and its predecessor owner trustee and the Owner Trustee in its individual capacity shall be released from all further duties and obligations hereunder, without prejudice to any claims against the Owner Trustee in its individual capacity or the Owner Trustee for any default by the Owner Trustee in its individual capacity or the Owner Trustee, respectively, in the performance of its obligations hereunder prior to such appointment. In Witness Whereof, the parties hereto have caused this Supplemental Indenture No. 2 to be duly executed by their respective officers thereunto authorized, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. Attest: First National Bank of Commerce, not in its individual capacity, except as otherwise expressly provided in the Indenture, but solely as Owner Trustee [Seal] By: Name: Title: Attest: Bankers Trust Company, as Corporate Indenture Trustee [Seal] By: Name: Title: Stanley Burg, as Individual Indenture Trustee ACKNOWLEDGMENT State Of ) ) ss.: County Of ) On this ___ day of _________, 1997, before me, the undersigned Notary Public, duly commissioned and qualified within the State and County aforesaid, and in the presence of the undersigned competent witnesses, personally came and appeared ____________, to me personally known, who being by me duly sworn did say that ____ is a ________________________________ of First National Bank of Commerce, a national banking association, the Owner Trustee referred to in the foregoing instrument, that the seal affixed to the foregoing instrument is the seal of said national banking association, that said instrument was signed and sealed on behalf of said association by authority of its Board of Directors and that ____ acknowledged said instrument to be the free act and deed of said national banking association. [signature of appearer] WITNESSES: Notary Public My Commission Expires: ACKNOWLEDGMENT State Of ) ) ss.: County Of ) On this ___ day of _________, 1997, before me, the undersigned Notary Public, duly commissioned and qualified within the State and County aforesaid, and in the presence of the undersigned competent witnesses, personally came and appeared ___________, to me personally known, who being by me duly sworn did say that _____ is a ______________ of Bankers Trust Company, a New York banking corporation, Corporate Indenture Trustee under the foregoing instrument, that the seal affixed to the foregoing instrument is the seal of said corporation, that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors and that _____ acknowledged said instrument to be the free act and deed of said corporation. [signature of appearer] WITNESSES: Notary Public My Commission Expires: ACKNOWLEDGMENT State Of ) ) ss.: County Of ) On this ___ day of _________, 1997, before me, the undersigned Notary Public, duly commissioned and qualified within the State and County aforesaid, and in the presence of the undersigned competent witnesses, personally came and appeared Stanley Burg to me personally known, who being by me duly sworn did say that he is the Individual Indenture Trustee under the foregoing instrument and that in his capacity as such he executed the foregoing instrument. [signature of appearer] WITNESSES: Notary Public My Commission Expires: EXHIBIT A TO SUPPLEMENTAL INDENTURE NO. 2 FORM OF 1997 BOND THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR OFFERED FOR SALE IN VIOLATION OF SUCH ACT OR OTHERWISE EXCEPT IN COMPLIANCE WITH SECTION 2.08 OF THE INDENTURE WATERFORD 3 SECURED LEASE OBLIGATION BOND, 8.09% SERIES B DUE 2017 (DUE January 2, 2017) Issue Date: ________ No. R-__ FOR VALUE RECEIVED, FIRST NATIONAL BANK OF COMMERCE, not in its individual capacity, but solely as trustee ("Owner Trustee") under Trust Agreement No. 2, dated as of September 1, 1989, with ESSL 2, Inc. (the "Owner Participant"), hereby promises to pay to _______________________, or registered assigns, the principal sum of _________________________________ DOLLARS ($________), such payment to be made in the amounts and on the dates specified in Schedule 1 hereto, as such Schedule 1 may be revised in accordance herewith, and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) on the aggregate amount of such principal sum remaining unpaid from time to time from the date of issuance of this Bond until due and payable, semiannually in arrears on January 2 and July 2 in each year, commencing January 2, 1998, at the rate of 8.09% per annum, until the principal amount hereof is paid in full. Capitalized terms used in this Bond and not defined herein have the respective meanings ascribed thereto in Supplemental Indenture No. 2 to the Original Indenture (as hereinafter defined). In the event that any payment to be made hereunder is stated to be due on a day that is not a Business Day, then such payment shall be due and payable on the next succeeding Business Day with the same force and effect as if made on the date on which such payment was stated to be due, and no interest in respect of such payment shall accrue for the period from and after such stated due date. All payments of principal, premium, if any, and interest to be made by the Owner Trustee hereon and under the Indenture of Trust and Deed of Mortgage No. 2, dated as of September 1, 1989 (the "Original Indenture"), as supplemented by Supplemental Indenture No. 1, dated as of September 1, 1989, and Supplemental Indenture No. 2, dated as of July 1, 1997 (the Original Indenture as so supplemented, and as it may be further amended or supplemented from time to time in accordance with the provisions thereof, being hereinafter referred to as the "Indenture"), between the Owner Trustee and Bankers Trust Company and Stanley Burg, as Corporate and Individual Indenture Trustee, respectively (together, the "Indenture Trustee"), shall be made only from the Indenture Estate or the income and proceeds received by the Indenture Trustee therefrom, and the Indenture Trustee shall have no obligation for the payment thereof except to the extent that the Indenture Trustee shall have sufficient income or proceeds from the Indenture Estate to make such payments in accordance with the terms of Article Three of the Indenture. The Holder hereof, by its acceptance of this Bond, shall be deemed to have agreed that such Holder will look solely to the Indenture Estate and the income and proceeds from the Indenture Estate to the extent available for distribution to the Holder hereof as above provided, and that neither the Owner Participant nor, except as otherwise expressly provided in the Indenture, the Owner Trustee nor the Indenture Trustee is or shall be personally liable to the Holder hereof for any amounts payable under this Bond or for any performance to be rendered under the Indenture or any other Transaction Document or for any liability thereunder; provided, however, that in the event that the Lessee, or the Lessee and an Affiliate thereof, shall have assumed all the obligations of the Owner Trustee hereunder and under the Indenture in accordance with Section 2.16 of the Indenture, the Holder hereof, by its acceptance hereof, is deemed further to have agreed that all payments to be made hereunder and otherwise under the Indenture shall be made by the Lessee (or the Lessee and such Affiliate, as the case may be) and from the Indenture Estate, and in such event the Holder hereof will look solely to the Indenture Estate and the Lessee (and, if applicable, such Affiliate) for such payment. All principal, premium, if any, and interest in respect of this Bond shall be payable in immediately available funds in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts upon presentation of this Bond at the Corporate Trust Office or as otherwise contemplated by and in accordance with Section 2.11 of the Indenture. In the manner and to the extent provided in Section 2.17 of the Indenture, Schedule 1 hereto may be adjusted at the discretion of the Owner Trustee in connection with certain recalculations of Basic Rent pursuant to the Facility Lease. In the event of any partial redemption of this Bond (the installment payments of principal in accordance with Schedule 1 hereto not being considered for such purpose a redemption), the installment payments of principal on this Bond thereafter shall be adjusted in the manner provided in Section 6.03(b) of the Indenture. The Holder hereof, by its acceptance of this Bond, agrees that each payment received by it hereunder shall be applied in the manner provided in Section 3.08 of the Indenture. The Holder of this Bond, by its acceptance hereof, further agrees that it will duly note by appropriate means all payments made to it of principal of, premium, if any, and interest on this Bond, and that it will not in any event transfer or otherwise dispose of this Bond unless and until all such notations have been duly made and the other requirements of the Indenture have been complied with. This Bond is one of the Bonds referred to in the Indenture. The Indenture permits the issuance of additional series of Bonds, and the several series may be for varying aggregate principal amounts and may have different maturity dates, interest rates, redemption provisions and other terms. The properties of the Owner Trustee included in the Indenture Estate are pledged to the Indenture Trustee to the extent provided in the Indenture as security for the payment of the principal of and premium, if any, and interest on this Bond and all other Bonds issued and outstanding from time to time under the Indenture. Reference is hereby made to the Indenture for a complete statement of the rights of the Holders of, and the nature and extent of the security for, this Bond and of the rights of, and the nature and extent of the security for, the Holders of the other Bonds and of certain rights of the Owner Trustee, as well as for a statement of the terms and conditions of the trust created by the Indenture, to all of which terms and conditions the Holder hereof agrees by its acceptance of this Bond. This Bond is subject to purchase by the Owner Trustee at a price equal to 100% of the unpaid principal amount hereof plus accrued and unpaid interest hereon as provided in Section 7.16 of the Indenture. This Bond is also subject to redemption in full, at 100% of the unpaid principal amount hereof plus accrued interest to the date fixed for redemption, in the event of the termination of the Facility Lease pursuant to Section 13(f) or (g) or Section 14 thereof, or Section 16(d)(5) of the Participation Agreement, subject, however, except in the case of a termination pursuant to Section 14 of the Facility Lease, to the right of the Lessee (or the Lessee and an Affiliate thereof, as the case may be) to assume this Bond in accordance with Section 2.16 of the Indenture (in which event there shall be no redemption of this Bond as a consequence of such termination). In addition, this Bond may be redeemed, in whole or in part, at any time at the redemption price of 100% of the unpaid principal amount of this Bond to be so redeemed, together with interest accrued to the date fixed for redemption, plus the Lessor Bond Make-Whole Premium, if any. "Lessor Bond Make-Whole Premium" shall mean an amount equal to the "Make-Whole Premium" due on such redemption date on the Refunding Collateral Bonds (as defined in the Indenture) of the series correlative to this Bond which are to be redeemed in an unpaid principal amount equal to the unpaid principal to be so redeemed on this Bond. If an Indenture Event of Default shall occur and be continuing, the unpaid balance of the principal of this Bond and any other Bonds, together with all accrued but unpaid interest hereon and thereon, may, subject to certain rights of the Owner Trustee and the Owner Participant contained or referred to in the Indenture, be declared or may become due and payable in the manner and with the effect provided in the Indenture. The obligation of the Owner Trustee to pay the principal of and premium, if any, and interest on this Bond, and the lien of the Indenture or the Indenture Estate, is subject to being legally discharged prior to the maturity of this Bond upon the deposit with the Indenture Trustee of cash or certain securities sufficient to pay this Bond when due in accordance with the terms of the Indenture. There shall be maintained at the Corporate Trust Office a register for the purpose of registering transfers and exchanges of this and the other Bonds in the manner provided in the Indenture. Subject to the legend at the head of this Bond and satisfaction of the conditions and limitations provided in Section 2.09 of the Indenture, this Bond is transferable upon surrender hereof for registration of transfer at the Corporate Trust Office. The Owner Trustee and the Indenture Trustee shall treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving all payments of the principal of and premium, if any, and interest on this Bond and for all other purposes whatsoever, and neither the Owner Trustee nor the Indenture Trustee shall be affected by notice to the contrary. This Bond shall be governed by, and construed in accordance with, the law of the State of New York. IN WITNESS WHEREOF, the Owner Trustee has caused this Bond to be duly executed as of the date hereof. Attest: FIRST NATIONAL BANK OF COMMERCE, not in its individual capacity but solely as Owner Trustee ____________________________ By: ___________________________________ [SEAL] Authorized Officer This Bond is one of the Waterford 3 Secured Lease Obligation Bonds, 8.09% Series B Due 2017 referred to in the within-mentioned Indenture. BANKERS TRUST COMPANY, as Corporate Indenture Trustee Dated:__________________ By: __________________________________ Title: SCHEDULE 1 TO EXHIBIT A SCHEDULE OF PRINCIPAL AMORTIZATION Payment Date Principal Amount Principal Balance Payable January 2, 1999 7,151,024 79,848,976 January 2, 2000 5,814,175 74,034,801 January 2, 2001 5,814,175 68,220,626 January 2, 2002 5,814,175 62,406,451 January 2, 2003 9,398,810 53,007,641 January 2, 2004 4,666,202 48,341,439 January 2, 2005 177,035 48,164,404 January 2, 2006 757,053 47,407,351 January 2, 2007 869,678 46,537,673 January 2, 2008 1,489,115 45,048,558 January 2, 2009 2,953,238 42,095,320 January 2, 2010 4,074,766 38,020,554 January 2, 2011 7,040,508 30,980,046 January 2, 2012 4,032,089 26,947,957 January 2, 2013 3,202,902 23,745,055 January 2, 2014 3,613,492 20,131,563 January 2, 2015 3,481,564 16,649,999 January 2, 2016 367,595 16,282,404 January 2, 2017 16,282,404 0 EXHIBIT B to Supplemental Indenture No. 2 Reference is made to Indenture of Mortgage and Deed of Trust No. 2, dated as of September 1, 1989 (the "Original Indenture"), as supplemented by Supplemental Indenture No. 1, dated as of September 1, 1989 ("Supplemental Indenture No. 1"; the Original Indenture, as supplemented by Supplemental Indenture No. 1, and as it may be further supplemented or amended from time to time by all other supplemental indentures thereto being hereinafter referred to as the "Indenture"), among First National Bank of Commerce, as Owner Trustee (such term and all other capitalized terms used herein and not defined herein having the respective meanings specified in Appendix A to the Indenture as modified by Schedule A-1 thereto), and Entergy Louisiana, Inc., as Lessee. Pursuant to Sections 8.10 and 8.11 of the Original Indenture and effective as of June __, 1997: 1. First Trust of California, National Association, as Corporate Indenture Trustee, and James V. Myers, as Individual Indenture Trustee, hereby resign as Corporate Indenture Trustee and Individual Indenture Trustee, respectively, under the Indenture; and 2. Bankers Trust Company and Stanley Burg hereby accept their appointment as successor Corporate Indenture Trustee and successor Individual Indenture Trustee, respectively, under the Indenture. The Owner Trustee and the Lessee hereby acknowledge and accept such resignation and appointment. The parties hereto may execute this instrument in separate counterparts. First Trust Company of California, National Association, as Corporate Indenture Trustee By: Name: Title: James V. Myers, as Individual Indenture Trustee By: Name: Title: Bankers Trust Company, as successor Corporate Indenture Trustee By: Name: Title: Stanley Burg, as successor Individual Indenture Trustee By: Name: Title: First National Bank of Commerce, as Owner Trustee By: Name: Title: Entergy Louisiana, Inc., as Lessee By: Name: Title: EXHIBIT C TO SUPPLEMENTAL INDENTURE NO. 2 [Schedule A-1 to Appendix A (Definitions)] CERTAIN RIGHTS OF THE LESSOR UNDER THE FACILITY LEASE AS SUPPLEMENTED BY THIS LEASE SUPPLEMENT NO. 1 HAVE BEEN ASSIGNED TO, AND ARE SUBJECT TO A SECURITY INTEREST IN FAVOR OF, THE INDENTURE TRUSTEE UNDER INDENTURE OF MORTGAGE AND DEED OF TRUST NO. 2, DATED AS OF SEPTEMBER 1, 1989, AS SUPPLEMENTED. THIS LEASE SUPPLEMENT NO. 1 HAS BEEN EXECUTED IN SEVERAL COUNTERPARTS. SEE SECTION 3(c) OF THIS LEASE SUPPLEMENT NO. 1 FOR INFORMATION CONCERNING THE RIGHTS OF HOLDERS OF VARIOUS COUNTERPARTS HEREOF. THIS COUNTERPART IS NOT THE ORIGINAL COUNTERPART. LEASE SUPPLEMENT NO. 1 dated as of July 1, 1997 to FACILITY LEASE NO. 2 dated as of September 1, 1989 between FIRST NATIONAL BANK OF COMMERCE, not in its individual capacity, but solely as Owner Trustee under Trust Agreement No. 2, dated as of September 1, 1989, with the Owner Participant, Lessor and ENTERGY LOUISIANA, INC. (formerly Louisiana Power & Light Company), Lessee Original Facility Lease Recorded on [September 28, 1989] at _________ CERTAIN RIGHTS OF THE LESSOR UNDER THE FACILITY LEASE AS SUPPLEMENTED BY THIS LEASE SUPPLEMENT NO. 1 HAVE BEEN ASSIGNED TO, AND ARE SUBJECT TO A SECURITY INTEREST IN FAVOR OF, THE INDENTURE TRUSTEE UNDER INDENTURE OF MORTGAGE AND DEED OF TRUST NO. 2, DATED AS OF SEPTEMBER 1, 1989, AS SUPPLEMENTED. THIS LEASE SUPPLEMENT NO. 1 HAS BEEN EXECUTED IN SEVERAL COUNTERPARTS. SEE SECTION 3(c) OF THIS LEASE SUPPLEMENT NO. 1 FOR INFORMATION CONCERNING THE RIGHTS OF HOLDERS OF VARIOUS COUNTERPARTS HEREOF. THIS COUNTERPART IS THE ORIGINAL COUNTERPART. INDENTURE TRUSTEE'S RECEIPT Receipt of this Original Counterpart is acknowledged. BANKERS TRUST COMPANY Indenture Trustee as Aforesaid By Authorized Officer LEASE SUPPLEMENT NO. 1 dated as of July 1, 1997 to FACILITY LEASE NO. 2 dated as of September 1, 1989 between FIRST NATIONAL BANK OF COMMERCE, not in its individual capacity, but solely as Owner Trustee under Trust Agreement No. 2, dated as of September 1, 1989, with the Owner Participant, Lessor and ENTERGY LOUISIANA, INC. (formerly Louisiana Power & Light Company), Lessee Original Facility Lease Recorded on [September 28, 1989] at _________________ This LEASE SUPPLEMENT NO. 1, dated as of July 1, 1997 ("Lease Supplement No. 1"), to FACILITY LEASE NO. 2, dated as of September 1, 1989 (the "Facility Lease"), between FIRST NATIONAL BANK OF COMMERCE, a national banking association, not in its individual capacity but solely as Corporate Owner Trustee (the "Lessor"), under the Trust Agreement (such term, and all other capitalized terms used herein without definition, being defined as provided in Section 1 below), and ENTERGY LOUISIANA, INC. (formerly Louisiana Power & Light Company), a Louisiana corporation (the "Lessee"), W I T N E S S E T H: WHEREAS, the Lessee and the Lessor have heretofore entered into the Facility Lease providing for the lease by the Lessor to the Lessee of the Undivided Interest; and WHEREAS, the Lessee, the Lessor, the Owner Participant, Funding Corporation, the Collateral Trust Trustee and the Indenture Trustee have entered into a Refunding Agreement No. 2, dated as of July 1, 1997, providing for the issuance by the Owner Trustee of Additional Bonds, including Refunding Bonds ("Lessor Bonds") to refund the Outstanding Initial Series Bonds and to pay certain other costs incurred in connection therewith; and WHEREAS, the Owner Trustee and the Indenture Trustee have entered into Supplemental Indenture No. 2, dated as of July 1, 1997, to the Lease Indenture creating the "Lessor Bonds" for such purpose and establishing the terms, conditions and designations of such Lessor Bonds; and WHEREAS, Section 3(e) of the Facility Lease provides for an adjustment to Basic Rent and to the Value Schedules in order to preserve the Net Economic Return in the event, among other things, of the issuance of the Lessor Bonds; NOW, THEREFORE, in consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. For purposes hereof, capitalized terms used herein and not otherwise defined herein or in the recitals shall have the meanings assigned to such terms in Appendix A to the Facility Lease. 2. Amendments; Schedules. (a) Section 3(d)(ii) of the Facility Lease is hereby amended by replacing the words "sinking fund" with "payment". (b) Section 3(e)(ii) of the Facility Lease is hereby amended by adding thereto after the words "Participation Agreement" the following: or if the expenses paid by the Lessor in connection with the issuance of any Additional Bonds or Collateral Bonds are not equal to the amounts set forth in the Pricing Assumptions (c) Section 13(g) of the Facility Lease is hereby amended by adding, after the second sentence thereof, the following sentence: For purposes of the preceding sentence, Casualty Value shall be determined in accordance with Schedule 2 to this Facility Lease as in effect on the date of the original execution and delivery hereof, without regard to the changes to such Schedule effected by Lease Supplement No. 1 hereto. (d) Section 22 of the Facility Lease is hereby amended by adding a new paragraph (k) thereto as follows: (k) Personal Property. The Lessee and the Lessor agree for purposes of this Facility Lease that it is their intent that, to the extent permitted by Applicable Law, the Undivided Interest and every part thereof shall be considered as personal and not real property. (e) As of the date first written above and until and unless further amended, Schedules 1 through 5 of the Facility Lease are hereby amended as follows: (i) Schedule 1 to the Facility Lease entitled "Basic Rent Percentages" is deleted in its entirety and is hereby replaced with Schedule 1 hereto. (ii) Schedule 2 to the Facility Lease entitled "Schedule of Casualty Values" is deleted in its entirety and is hereby replaced with Schedule 2 hereto, except that solely for purposes of Section 13(g) of the Facility Lease, Schedule 2 shall remain unchanged. (iii) Schedule 3 to the Facility Lease entitled "Schedule of Special Casualty Values" is deleted in its entirety and is hereby replaced with Schedule 3 hereto. (iv) Schedule 4 to the Facility Lease entitled "Schedule of Net Casualty Values" is deleted in its entirety and is hereby replaced with Schedule 4 hereto. (v) Schedule 5 to the Facility Lease entitled "Schedule of Net Special Casualty Values" is deleted in its entirety and is hereby replaced with Schedule 5 hereto. (f) Schedule U3S to the Facility Lease is attached hereto. (g) Appendix A to the Facility Lease is hereby amended as set forth in Schedule A-1 to Appendix A attached hereto. 3. Miscellaneous. (a) Counterpart Execution. This Lease Supplement No. 1 may be executed in any number of counterparts and by each of the parties hereto or thereto on separate counterparts, all such counterparts together constituting but one and the same instrument. (b) Execution as Lease Supplement. This Lease Supplement No. 1 is executed and shall be construed as a supplement and amendment to the Facility Lease and shall form a part thereof. On and from the delivery of this Lease Supplement No. 1, any reference in any Transaction Document to the Facility Lease shall be deemed to refer to the Facility Lease as supplemented and amended by this Lease Supplement No. 1. (c) Original Counterpart. The single executed original of this Lease Supplement No. 1 marked "THIS COUNTERPART IS THE ORIGINAL COUNTERPART" and containing the receipt of the Indenture Trustee thereon shall be the "Original" of this Lease Supplement No. 1. To the extent that the Facility Lease, as supplemented by this Lease Supplement No. 1, constitutes chattel paper, as such term is defined in the Uniform Commercial Code as in effect in any applicable jurisdiction, no security interest in the Facility Lease, as so supplemented, may be created or continued through the transfer or possession of any counterparts of the Facility Lease and supplements thereto other than the "Originals" of any thereof. (d) Concerning the Lessor. FNBC is entering into this Lease Supplement No. 1 solely as Owner Trustee under the Trust Agreement and not in its individual capacity. Notwithstanding anything herein to the contrary, all and each of the agreements and obligations herein made or undertaken on the part of the Lessor are made or undertaken not as personal agreements of FNBC, but are made and undertaken solely for the purpose of binding the Trust Estate, and nothing contained in this Lease Supplement No. 1 shall entitle any person to claim against FNBC in its individual capacity or any of its assets. IN WITNESS WHEREOF, each of the parties hereto has caused this Lease Supplement No. 1 to be duly executed by an officer thereunto duly authorized, as of the date set forth above. FIRST NATIONAL BANK OF COMMERCE, not in its individual capacity but solely as Owner Trustee ATTEST: By: Name: [SEAL] Title: Vice President ENTERGY LOUISIANA, INC. ATTEST: By: [SEAL] Name: Title: ACKNOWLEDGMENT STATE OF LOUISIANA ) ) ss.: PARISH OF ________________ ) On this ______ day of _______________, 199__, before me, the undersigned Notary Public, duly commissioned and qualified within the State and Parish aforesaid, and in the presence of the undersigned competent witnesses, personally came and appeared ________________________, to me personally known, who being by me duly sworn did say that [he] is a Vice President and Trust Officer of FIRST NATIONAL BANK OF COMMERCE, a national banking association, Owner Trustee under the Trust Agreement, and that the seal affixed to the foregoing instrument is the seal of said national banking association and that said instrument was signed and sealed on behalf of said national banking association by authority of its Board of Directors and that [he] acknowledged said instrument to be the free act and deed of said national banking association. [signature of appearer] WITNESSES: Notary Public My Commission Expires: ACKNOWLEDGMENT STATE OF LOUISIANA ) ) ss.: PARISH OF ________________ ) On this ______ day of _______________, 199__, before me, the undersigned Notary Public, duly commissioned and qualified within the State and Parish aforesaid, and in the presence of the undersigned competent witnesses, personally came and appeared ________________________, to me personally known, who being by me duly sworn did say that [he] is the _______________ of ENTERGY LOUISIANA, INC., a Louisiana corporation, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors and that [he] acknowledged said instrument to be the free act and deed of said corporation. [signature of appearer] WITNESSES: Notary Public My Commission Expires: SCHEDULE 1 TO LEASE BASIC RENT PERCENTAGES Basic Rent Percentage of Payment Date Facility Cost Advance Arrears 2 Jul 1990 .00000000% .00000000% .00000000% 2 Jan 1991 4.60407221% .00000000% 100.00000000% 2 Jul 1991 4.60681365% .00000000% 100.00000000% 2 Jan 1992 4.60365915% 100.00000000% .00000000% 2 Jul 1992 4.60765915% .00938524% 99.99061476% 2 Jan 1993 4.60745315% 100.00000000% .00000000% 2 Jul 1993 4.60324715% .00536317% 99.99463683% 2 Jan 1994 4.60824715% 100.00000000% .00000000% 2 Jul 1994 4.60298965% .01298743% 99.98701257% 2 Jan 1995 4.60798965% 100.00000000% .00000000% 2 Jul 1995 4.60273215% .00942375% 99.99057625% 2 Jan 1996 5.38273215% 100.00000000% .00000000% 2 Jul 1996 4.56256215% .00870322% 99.99129678% 2 Jan 1997 6.81056215% 100.00000000% .00000000% 2 Jul 1997 4.44679015% .00000000% 100.00000000% 2 Jan 1998 3.22588750% 100.00000000% .00000000% 2 Jul 1998 3.51915000% .00000000% 100.00000000% 2 Jan 1999 10.67017400% 100.00000000% .00000000% 2 Jul 1999 3.22989108% .00000000% 100.00000000% 2 Jan 2000 9.04406608% 100.00000000% .00000000% 2 Jul 2000 2.99470770% .00000000% 100.00000000% 2 Jan 2001 8.80888270% 100.00000000% .00000000% 2 Jul 2001 2.75952432% .00000000% 100.00000000% 2 Jan 2002 8.57369932% 100.00000000% .00000000% 2 Jul 2002 2.52434094% .00000000% 100.00000000% 2 Jan 2003 13.32315094% 100.00000000% .00000000% 2 Jul 2003 3.54415908% .00000000% 100.00000000% 2 Jan 2004 7.02036108% 100.00000000% .00000000% 2 Jul 2004 1.95541121% .00000000% 100.00000000% 2 Jan 2005 2.14994621% 100.00000000% .00000000% 2 Jul 2005 1.96575014% .00000000% 100.00000000% 2 Jan 2006 2.98030314% 100.00000000% .00000000% 2 Jul 2006 2.19262735% .00000000% 100.00000000% 2 Jan 2007 3.11230535% 100.00000000% .00000000% 2 Jul 2007 2.20744887% .00000000% 100.00000000% 2 Jan 2008 3.97156387% 100.00000000% .00000000% 2 Jul 2008 2.42221417% .00000000% 100.00000000% 2 Jan 2009 6.02545217% 100.00000000% .00000000% 2 Jul 2009 2.95275569% .00000000% 100.00000000% 2 Jan 2010 7.02752169% 100.00000000% .00000000% 2 Jul 2010 2.78793141% .00000000% 100.00000000% 2 Jan 2011 10.92843941% 100.00000000% .00000000% 2 Jul 2011 3.60314286% .00000000% 100.00000000% 2 Jan 2012 7.63523186% 100.00000000% .00000000% 2 Jul 2012 3.44004486% .00000000% 100.00000000% 2 Jan 2013 5.66794686% 100.00000000% .00000000% 2 Jul 2013 2.33548747% .00000000% 100.00000000% 2 Jan 2014 6.07397947% 100.00000000% .00000000% 2 Jul 2014 2.31432172% .00000000% 100.00000000% 2 Jan 2015 5.79588572% 100.00000000% .00000000% 2 Jul 2015 2.17349246% .00000000% 100.00000000% 2 Jan 2016 2.54108746% 100.00000000% .00000000% 1 Jul 2016 2.15862324% .00000000% 100.00000000% 2 Jan 2017 17.03501973% 100.00000000% .00000000% 2 Jul 2017 13.14009907% .00000000% 100.00000000% SCHEDULE 2 TO LEASE SCHEDULE OF CASUALTY VALUES PART A Percentage of DATE Facility Cost 2 Oct 1989 104.22079050% 2 Nov 1989 105.31002989% 2 Dec 1989 106.40284393% 2 Jan 1990 107.46499781% 2 Feb 1990 108.57978317% 2 Mar 1990 109.69842805% 2 Apr 1990 110.81716708% 2 May 1990 111.90915970% 2 Jun 1990 113.00475650% 2 Jul 1990 114.07334784% 2 Aug 1990 115.23980040% 2 Sep 1990 116.41068858% 2 Oct 1990 117.55541205% 2 Nov 1990 118.70432788% 2 Dec 1990 119.85748270% 2 Jan 1991 120.83110948% 2 Feb 1991 117.35556838% 2 Mar 1991 118.48811000% 2 Apr 1991 119.61117143% 2 May 1991 120.71011376% 2 Jun 1991 121.81273526% 2 Jul 1991 122.89100879% 2 Aug 1991 119.36589064% 2 Sep 1991 120.45107215% 2 Oct 1991 121.51171035% 2 Nov 1991 122.57559877% 2 Dec 1991 123.64277346% 2 Jan 1992 124.68520289% 2 Feb 1992 121.12701914% 2 Mar 1992 122.17557431% 2 Apr 1992 123.21476873% 2 May 1992 124.23968817% 2 Jun 1992 125.26745689% 2 Jul 1992 126.28082243% 2 Aug 1992 122.68921413% 2 Sep 1992 123.70801474% 2 Oct 1992 124.71231153% 2 Nov 1992 125.71922619% 2 Dec 1992 126.72878771% 2 Jan 1993 128.52496987% 2 Feb 1993 124.91828354% 2 Mar 1993 125.92162805% 2 Apr 1993 126.92229493% 2 May 1993 127.90873946% 2 Jun 1993 128.89760077% 2 Jul 1993 129.87210723% 2 Aug 1993 126.24564933% 2 Sep 1993 127.22474659% 2 Oct 1993 128.18937899% 2 Nov 1993 129.15618294% 2 Dec 1993 130.12518241% 2 Jan 1994 131.07960326% 2 Feb 1994 127.42779057% 2 Mar 1994 128.38630421% 2 Apr 1994 129.34484182% 2 May 1994 130.28987554% 2 Jun 1994 131.23686009% 2 Jul 1994 132.17021100% 2 Aug 1994 128.50239189% 2 Sep 1994 129.43940206% 2 Oct 1994 130.36266614% 2 Nov 1994 131.28763614% 2 Dec 1994 132.21433077% 2 Jan 1995 133.12716302% 2 Feb 1995 129.43355102% 2 Mar 1995 130.34953439% 2 Apr 1995 131.26714106% 2 May 1995 132.17208670% 2 Jun 1995 133.07853159% 2 Jul 1995 133.97219000% 2 Aug 1995 130.26448866% 2 Sep 1995 131.16090683% 2 Oct 1995 132.04442538% 2 Nov 1995 132.92920190% 2 Dec 1995 133.81525009% 2 Jan 1996 134.68828164% 2 Feb 1996 130.17302569% 2 Mar 1996 131.04165390% 2 Apr 1996 131.91144660% 2 May 1996 132.77005702% 2 Jun 1996 133.62971920% 2 Jul 1996 134.47808511% 2 Aug 1996 130.76482534% 2 Sep 1996 131.61507425% 2 Oct 1996 132.45392048% 2 Nov 1996 133.29359556% 2 Dec 1996 134.13410836% 2 Jan 1997 134.96310842% 2 Feb 1997 128.96296856% 2 Mar 1997 129.77411602% 2 Apr 1997 130.58599631% 2 May 1997 131.38366604% 2 Jun 1997 132.18191711% 2 Jul 1997 132.96580443% 2 Aug 1997 133.63198519% 2 Sep 1997 134.31136143% 2 Oct 1997 134.97677186% 2 Nov 1997 135.64301112% 2 Dec 1997 136.31008800% 2 Jan 1998 136.96306026% 2 Feb 1998 134.39083344% 2 Mar 1998 135.04518977% 2 Apr 1998 135.70024903% 2 May 1998 136.34089676% 2 Jun 1998 136.98209327% 2 Jul 1998 137.60872235% 2 Aug 1998 134.71659255% 2 Sep 1998 135.34400776% 2 Oct 1998 135.95670002% 2 Nov 1998 136.56962616% 2 Dec 1998 137.18278827% 2 Jan 1999 137.79433126% 2 Feb 1999 127.68771032% 2 Mar 1999 128.25148437% 2 Apr 1999 128.81548176% 2 May 1999 129.37970446% 2 Jun 1999 129.94415443% 2 Jul 1999 130.50883367% 2 Aug 1999 127.84385311% 2 Sep 1999 128.40899695% 2 Oct 1999 128.97437615% 2 Nov 1999 129.53999278% 2 Dec 1999 130.10584892% 2 Jan 2000 121.27849340% 2 Feb 2000 122.15502502% 2 Mar 2000 122.68241514% 2 Apr 2000 123.21005327% 2 May 2000 123.73794160% 2 Jun 2000 124.26608233% 2 Jul 2000 124.79447767% 2 Aug 2000 122.32842212% 2 Sep 2000 122.85733339% 2 Oct 2000 123.38650603% 2 Nov 2000 123.91594233% 2 Dec 2000 124.44564461% 2 Jan 2001 124.97561519% 2 Feb 2001 116.65777670% 2 Mar 2001 117.14909375% 2 Apr 2001 117.64068623% 2 May 2001 118.13255656% 2 Jun 2001 118.62470717% 2 Jul 2001 119.11714053% 2 Aug 2001 116.85033476% 2 Sep 2001 117.34334106% 2 Oct 2001 117.83663762% 2 Nov 2001 118.33022697% 2 Dec 2001 118.82411169% 2 Jan 2002 119.31829437% 2 Feb 2002 111.19988124% 2 Mar 2002 111.65547047% 2 Apr 2002 112.11136556% 2 May 2002 112.56756920% 2 Jun 2002 113.02408410% 2 Jul 2002 113.48091298% 2 Aug 2002 111.41371762% 2 Sep 2002 111.87118277% 2 Oct 2002 112.32897024% 2 Nov 2002 112.78708287% 2 Dec 2002 113.24552349% 2 Jan 2003 113.70429500% 2 Feb 2003 100.77688596% 2 Mar 2003 101.17296433% 2 Apr 2003 101.56938236% 2 May 2003 101.96614303% 2 Jun 2003 102.36324936% 2 Jul 2003 102.76284331% 2 Aug 2003 99.61649093% 2 Sep 2003 100.01465251% 2 Oct 2003 100.41317204% 2 Nov 2003 100.81205265% 2 Dec 2003 101.21129750% 2 Jan 2004 101.61521159% 2 Feb 2004 94.96337515% 2 Mar 2004 95.33227406% 2 Apr 2004 95.70155017% 2 May 2004 96.07120678% 2 Jun 2004 96.44124725% 2 Jul 2004 96.81167493% 2 Aug 2004 95.22708197% 2 Sep 2004 95.59829431% 2 Oct 2004 95.96990413% 2 Nov 2004 96.34191494% 2 Dec 2004 96.71433025% 2 Jan 2005 94.89264035% 2 Feb 2005 95.30924918% 2 Mar 2005 95.68170590% 2 Apr 2005 96.05458150% 2 May 2005 96.42787966% 2 Jun 2005 96.80160408% 2 Jul 2005 97.17575851% 2 Aug 2005 95.58459651% 2 Sep 2005 95.95962229% 2 Oct 2005 96.33508949% 2 Nov 2005 96.71100199% 2 Dec 2005 97.08736368% 2 Jan 2006 97.46417852% 2 Feb 2006 94.85604358% 2 Mar 2006 95.22867286% 2 Apr 2006 95.60176730% 2 May 2006 95.97533100% 2 Jun 2006 96.34936807% 2 Jul 2006 96.72388265% 2 Aug 2006 94.90625154% 2 Sep 2006 95.28173376% 2 Oct 2006 95.65770619% 2 Nov 2006 96.03417312% 2 Dec 2006 96.41113888% 2 Jan 2007 96.78860786% 2 Feb 2007 94.04841619% 2 Mar 2007 94.42104180% 2 Apr 2007 94.79418398% 2 May 2007 95.16784727% 2 Jun 2007 95.54203623% 2 Jul 2007 95.91675548% 2 Aug 2007 94.08456072% 2 Sep 2007 94.46035455% 2 Oct 2007 94.83669274% 2 Nov 2007 95.21358007% 2 Dec 2007 95.59102136% 2 Jan 2008 95.96902147% 2 Feb 2008 92.36598253% 2 Mar 2008 92.73507592% 2 Apr 2008 93.10474296% 2 May 2008 93.47498869% 2 Jun 2008 93.84581819% 2 Jul 2008 94.21723657% 2 Aug 2008 92.16703476% 2 Sep 2008 92.53964646% 2 Oct 2008 92.91286268% 2 Nov 2008 93.28668873% 2 Dec 2008 93.66112995% 2 Jan 2009 94.03619174% 2 Feb 2009 88.36651715% 2 Mar 2009 88.72292672% 2 Apr 2009 89.07997333% 2 May 2009 89.43766258% 2 Jun 2009 89.79600011% 2 Jul 2009 90.15499159% 2 Aug 2009 87.56188701% 2 Sep 2009 87.92220368% 2 Oct 2009 88.28319167% 2 Nov 2009 88.64485687% 2 Dec 2009 89.00720523% 2 Jan 2010 82.98696066% 2 Feb 2010 82.67898311% 2 Mar 2010 83.01594639% 2 Apr 2010 83.35361710% 2 May 2010 83.69200147% 2 Jun 2010 84.03110574% 2 Jul 2010 84.37650032% 2 Aug 2010 81.92913193% 2 Sep 2010 82.27043405% 2 Oct 2010 82.61248168% 2 Nov 2010 82.95528135% 2 Dec 2010 83.29883967% 2 Jan 2011 83.65435361% 2 Feb 2011 73.02354455% 2 Mar 2011 73.32195421% 2 Apr 2011 73.62114948% 2 May 2011 73.92113726% 2 Jun 2011 74.22192451% 2 Jul 2011 74.54281870% 2 Aug 2011 71.24208306% 2 Sep 2011 71.54531102% 2 Oct 2011 71.84936687% 2 Nov 2011 72.15425786% 2 Dec 2011 72.45999134% 2 Jan 2012 72.79407594% 2 Feb 2012 65.43910132% 2 Mar 2012 65.72022383% 2 Apr 2012 66.00221877% 2 May 2012 66.28509379% 2 Jun 2012 66.56885662% 2 Jul 2012 66.87438348% 2 Aug 2012 63.71990046% 2 Sep 2012 64.00637371% 2 Oct 2012 64.29376633% 2 Nov 2012 64.58208639% 2 Dec 2012 64.87134203% 2 Jan 2013 65.17570293% 2 Feb 2013 59.77731469% 2 Mar 2013 60.04783368% 2 Apr 2013 60.31932151% 2 May 2013 60.59178668% 2 Jun 2013 60.86523776% 2 Jul 2013 61.15384489% 2 Aug 2013 59.09380629% 2 Sep 2013 59.37026730% 2 Oct 2013 59.64774928% 2 Nov 2013 59.92626118% 2 Dec 2013 60.20581204% 2 Jan 2014 60.50057245% 2 Feb 2014 54.68388822% 2 Mar 2014 54.94225000% 2 Apr 2014 55.20168768% 2 May 2014 55.46221069% 2 Jun 2014 55.72382856% 2 Jul 2014 56.00135251% 2 Aug 2014 53.95086723% 2 Sep 2014 54.21582764% 2 Oct 2014 54.48192184% 2 Nov 2014 54.74915976% 2 Dec 2014 55.01755146% 2 Jan 2015 55.30255594% 2 Feb 2015 49.75392803% 2 Mar 2015 50.00237056% 2 Apr 2015 50.25200788% 2 May 2015 50.50285047% 2 Jun 2015 50.75490891% 2 Jul 2015 51.02364275% 2 Aug 2015 49.10467247% 2 Sep 2015 49.36044280% 2 Oct 2015 49.61747221% 2 Nov 2015 49.87577174% 2 Dec 2015 50.13535253% 2 Jan 2016 50.41167472% 2 Feb 2016 48.13028638% 2 Mar 2016 48.39130058% 2 Apr 2016 48.65364161% 2 May 2016 48.91732109% 2 Jun 2016 49.18235076% 2 Jul 2016 49.44874248% 2 Aug 2016 47.55788491% 2 Sep 2016 47.82703667% 2 Oct 2016 48.09758663% 2 Nov 2016 48.36954707% 2 Dec 2016 48.64293034% 2 Jan 2017 48.91774895% 2 Feb 2017 32.04924694% 2 Mar 2017 32.21720354% 2 Apr 2017 32.38663357% 2 May 2017 32.61175889% 2 Jun 2017 32.83898940% 2 Jul 2017 33.14012193% SCHEDULE 2 TO LEASE SCHEDULE OF CASUALTY VALUES PART B Percentage of DATE Facility Cost 2 Oct 1989 116.72728536% 2 Nov 1989 117.94723348% 2 Dec 1989 119.17118520% 2 Jan 1990 120.36079755% 2 Feb 1990 121.60935715% 2 Mar 1990 122.86223942% 2 Apr 1990 124.11522713% 2 May 1990 125.33825886% 2 Jun 1990 126.56532728% 2 Jul 1990 127.76214958% 2 Aug 1990 129.06857645% 2 Sep 1990 130.37997121% 2 Oct 1990 131.66206150% 2 Nov 1990 132.94884723% 2 Dec 1990 134.24038062% 2 Jan 1991 135.33084262% 2 Feb 1991 131.43823659% 2 Mar 1991 132.70668320% 2 Apr 1991 133.96451200% 2 May 1991 135.19532741% 2 Jun 1991 136.43026349% 2 Jul 1991 137.63792984% 2 Aug 1991 133.68979752% 2 Sep 1991 134.90520081% 2 Oct 1991 136.09311559% 2 Nov 1991 137.28467062% 2 Dec 1991 138.47990628% 2 Jan 1992 139.64742724% 2 Feb 1992 135.66226144% 2 Mar 1992 136.83664323% 2 Apr 1992 138.00054098% 2 May 1992 139.14845075% 2 Jun 1992 140.29955172% 2 Jul 1992 141.43452112% 2 Aug 1992 137.41191983% 2 Sep 1992 138.55297651% 2 Oct 1992 139.67778891% 2 Nov 1992 140.80553333% 2 Dec 1992 141.93624224% 2 Jan 1993 143.94796625% 2 Feb 1993 139.90847756% 2 Mar 1993 141.03222342% 2 Apr 1993 142.15297032% 2 May 1993 143.25778820% 2 Jun 1993 144.36531286% 2 Jul 1993 145.45676010% 2 Aug 1993 141.39512725% 2 Sep 1993 142.49171618% 2 Oct 1993 143.57210447% 2 Nov 1993 144.65492489% 2 Dec 1993 145.74020430% 2 Jan 1994 146.80915565% 2 Feb 1994 142.71912544% 2 Mar 1994 143.79266072% 2 Apr 1994 144.86622284% 2 May 1994 145.92466060% 2 Jun 1994 146.98528330% 2 Jul 1994 148.03063632% 2 Aug 1994 143.92267892% 2 Sep 1994 144.97213031% 2 Oct 1994 146.00618608% 2 Nov 1994 147.04215248% 2 Dec 1994 148.08005046% 2 Jan 1995 149.10242258% 2 Feb 1995 144.96557714% 2 Mar 1995 145.99147852% 2 Apr 1995 147.01919799% 2 May 1995 148.03273710% 2 Jun 1995 149.04795538% 2 Jul 1995 150.04885280% 2 Aug 1995 145.89622730% 2 Sep 1995 146.90021565% 2 Oct 1995 147.88975643% 2 Nov 1995 148.88070613% 2 Dec 1995 149.87308010% 2 Jan 1996 150.85087544% 2 Feb 1996 145.79378877% 2 Mar 1996 146.76665237% 2 Apr 1996 147.74082019% 2 May 1996 148.70246386% 2 Jun 1996 149.66528550% 2 Jul 1996 150.61545532% 2 Aug 1996 146.45660438% 2 Sep 1996 147.40888316% 2 Oct 1996 148.34839094% 2 Nov 1996 149.28882703% 2 Dec 1996 150.23020136% 2 Jan 1997 151.15868143% 2 Feb 1997 144.43852479% 2 Mar 1997 145.34700994% 2 Apr 1997 146.25631587% 2 May 1997 147.14970596% 2 Jun 1997 148.04374716% 2 Jul 1997 148.92170096% 2 Aug 1997 149.66782341% 2 Sep 1997 150.42872480% 2 Oct 1997 151.17398448% 2 Nov 1997 151.92017245% 2 Dec 1997 152.66729856% 2 Jan 1998 153.39862749% 2 Feb 1998 150.51773345% 2 Mar 1998 151.25061254% 2 Apr 1998 151.98427891% 2 May 1998 152.70180437% 2 Jun 1998 153.41994446% 2 Jul 1998 154.12176903% 2 Aug 1998 150.88258366% 2 Sep 1998 151.58528869% 2 Oct 1998 152.27150402% 2 Nov 1998 152.95798130% 2 Dec 1998 153.64472286% 2 Jan 1999 154.32965101% 2 Feb 1999 143.01023556% 2 Mar 1999 143.64166249% 2 Apr 1999 144.27333957% 2 May 1999 144.90526900% 2 Jun 1999 145.53745296% 2 Jul 1999 146.16989371% 2 Aug 1999 143.18511548% 2 Sep 1999 143.81807658% 2 Oct 1999 144.45130129% 2 Nov 1999 145.08479191% 2 Dec 1999 145.71855079% 2 Jan 2000 135.83191261% 2 Feb 2000 136.81362802% 2 Mar 2000 137.40430496% 2 Apr 2000 137.99525966% 2 May 2000 138.58649459% 2 Jun 2000 139.17801221% 2 Jul 2000 139.76981499% 2 Aug 2000 137.00783277% 2 Sep 2000 137.60021340% 2 Oct 2000 138.19288675% 2 Nov 2000 138.78585541% 2 Dec 2000 139.37912196% 2 Jan 2001 139.97268901% 2 Feb 2001 130.65670990% 2 Mar 2001 131.20698500% 2 Apr 2001 131.75756858% 2 May 2001 132.30846335% 2 Jun 2001 132.85967203% 2 Jul 2001 133.41119739% 2 Aug 2001 130.87237493% 2 Sep 2001 131.42454199% 2 Oct 2001 131.97703413% 2 Nov 2001 132.52985421% 2 Dec 2001 133.08300509% 2 Jan 2002 133.63648969% 2 Feb 2002 124.54386699% 2 Mar 2002 125.05412693% 2 Apr 2002 125.56472943% 2 May 2002 126.07567750% 2 Jun 2002 126.58697419% 2 Jul 2002 127.09862254% 2 Aug 2002 124.78336373% 2 Sep 2002 125.29572470% 2 Oct 2002 125.80844667% 2 Nov 2002 126.32153281% 2 Dec 2002 126.83498631% 2 Jan 2003 127.34881040% 2 Feb 2003 112.87011228% 2 Mar 2003 113.31372005% 2 Apr 2003 113.75770824% 2 May 2003 114.20208019% 2 Jun 2003 114.64683928% 2 Jul 2003 115.09438451% 2 Aug 2003 111.57046984% 2 Sep 2003 112.01641081% 2 Oct 2003 112.46275268% 2 Nov 2003 112.90949897% 2 Dec 2003 113.35665320% 2 Jan 2004 113.80903698% 2 Feb 2004 106.35898017% 2 Mar 2004 106.77214695% 2 Apr 2004 107.18573619% 2 May 2004 107.59975159% 2 Jun 2004 108.01419692% 2 Jul 2004 108.42907592% 2 Aug 2004 106.65433181% 2 Sep 2004 107.07008963% 2 Oct 2004 107.48629263% 2 Nov 2004 107.90294473% 2 Dec 2004 108.32004988% 2 Jan 2005 106.27975719% 2 Feb 2005 106.74635908% 2 Mar 2005 107.16351061% 2 Apr 2005 107.58113128% 2 May 2005 107.99922522% 2 Jun 2005 108.41779657% 2 Jul 2005 108.83684953% 2 Aug 2005 107.05474809% 2 Sep 2005 107.47477696% 2 Oct 2005 107.89530023% 2 Nov 2005 108.31632223% 2 Dec 2005 108.73784732% 2 Jan 2006 109.15987994% 2 Feb 2006 106.23876881% 2 Mar 2006 106.65611360% 2 Apr 2006 107.07397938% 2 May 2006 107.49237072% 2 Jun 2006 107.91129224% 2 Jul 2006 108.33074857% 2 Aug 2006 106.29500172% 2 Sep 2006 106.71554181% 2 Oct 2006 107.13663093% 2 Nov 2006 107.55827389% 2 Dec 2006 107.98047555% 2 Jan 2007 108.40324080% 2 Feb 2007 105.33422613% 2 Mar 2007 105.75156682% 2 Apr 2007 106.16948606% 2 May 2007 106.58798894% 2 Jun 2007 107.00708058% 2 Jul 2007 107.42676614% 2 Aug 2007 105.37470801% 2 Sep 2007 105.79559710% 2 Oct 2007 106.21709587% 2 Nov 2007 106.63920968% 2 Dec 2007 107.06194392% 2 Jan 2008 107.48530405% 2 Feb 2008 103.44990043% 2 Mar 2008 103.86328503% 2 Apr 2008 104.27731212% 2 May 2008 104.69198733% 2 Jun 2008 105.10731637% 2 Jul 2008 105.52330496% 2 Aug 2008 103.22707893% 2 Sep 2008 103.64440404% 2 Oct 2008 104.06240620% 2 Nov 2008 104.48109138% 2 Dec 2008 104.90046554% 2 Jan 2009 105.32053475% 2 Feb 2009 98.97049921% 2 Mar 2009 99.36967793% 2 Apr 2009 99.76957013% 2 May 2009 100.17018209% 2 Jun 2009 100.57152012% 2 Jul 2009 100.97359058% 2 Aug 2009 98.06931345% 2 Sep 2009 98.47286812% 2 Oct 2009 98.87717467% 2 Nov 2009 99.28223969% 2 Dec 2009 99.68806986% 2 Jan 2010 92.94539594% 2 Feb 2010 92.60046108% 2 Mar 2010 92.97785996% 2 Apr 2010 93.35605115% 2 May 2010 93.73504165% 2 Jun 2010 94.11483843% 2 Jul 2010 94.50168036% 2 Aug 2010 91.76062776% 2 Sep 2010 92.14288614% 2 Oct 2010 92.52597948% 2 Nov 2010 92.90991511% 2 Dec 2010 93.29470043% 2 Jan 2011 93.69287604% 2 Feb 2011 81.78636990% 2 Mar 2011 82.12058872% 2 Apr 2011 82.45568742% 2 May 2011 82.79167373% 2 Jun 2011 83.12855545% 2 Jul 2011 83.48795694% 2 Aug 2011 79.79113303% 2 Sep 2011 80.13074834% 2 Oct 2011 80.47129089% 2 Nov 2011 80.81276880% 2 Dec 2011 81.15519030% 2 Jan 2012 81.52936505% 2 Feb 2012 73.29179348% 2 Mar 2012 73.60665069% 2 Apr 2012 73.92248502% 2 May 2012 74.23930504% 2 Jun 2012 74.55711941% 2 Jul 2012 74.89930950% 2 Aug 2012 71.36628852% 2 Sep 2012 71.68713856% 2 Oct 2012 72.00901829% 2 Nov 2012 72.33193676% 2 Dec 2012 72.65590307% 2 Jan 2013 72.99678728% 2 Feb 2013 66.95059245% 2 Mar 2013 67.25357372% 2 Apr 2013 67.55764009% 2 May 2013 67.86280108% 2 Jun 2013 68.16906629% 2 Jul 2013 68.49230628% 2 Aug 2013 66.18506304% 2 Sep 2013 66.49469938% 2 Oct 2013 66.80547919% 2 Nov 2013 67.11741252% 2 Dec 2013 67.43050948% 2 Jan 2014 67.76064114% 2 Feb 2014 61.24595481% 2 Mar 2014 61.53532000% 2 Apr 2014 61.82589020% 2 May 2014 62.11767597% 2 Jun 2014 62.41068799% 2 Jul 2014 62.72151481% 2 Aug 2014 60.42497130% 2 Sep 2014 60.72172696% 2 Oct 2014 61.01975246% 2 Nov 2014 61.31905893% 2 Dec 2014 61.61965764% 2 Jan 2015 61.93886265% 2 Feb 2015 55.72439939% 2 Mar 2015 56.00265503% 2 Apr 2015 56.28224883% 2 May 2015 56.56319253% 2 Jun 2015 56.84549798% 2 Jul 2015 57.14647988% 2 Aug 2015 54.99723317% 2 Sep 2015 55.28369594% 2 Oct 2015 55.57156888% 2 Nov 2015 55.86086435% 2 Dec 2015 56.15159483% 2 Jan 2016 56.46107569% 2 Feb 2016 53.90592075% 2 Mar 2016 54.19825665% 2 Apr 2016 54.49207860% 2 May 2016 54.78739962% 2 Jun 2016 55.08423285% 2 Jul 2016 55.38259158% 2 Aug 2016 53.26483110% 2 Sep 2016 53.56628107% 2 Oct 2016 53.86929703% 2 Nov 2016 54.17389272% 2 Dec 2016 54.48008198% 2 Jan 2017 54.78787882% 2 Feb 2017 35.89515657% 2 Mar 2017 36.08326796% 2 Apr 2017 36.27302960% 2 May 2017 36.52516996% 2 Jun 2017 36.77966813% 2 Jul 2017 37.11693656% SCHEDULE 3 TO LEASE SCHEDULE OF SPECIALTY CASUALTY VALUES Percentage of DATE Facility Cost 2 Oct 1989 103.67525496% 2 Nov 1989 104.75970852% 2 Dec 1989 105.84769475% 2 Jan 1990 106.90497848% 2 Feb 1990 108.01485095% 2 Mar 1990 109.12853984% 2 Apr 1990 110.24227941% 2 May 1990 111.32922871% 2 Jun 1990 112.41973794% 2 Jul 1990 113.48319709% 2 Aug 1990 114.64447242% 2 Sep 1990 115.81013797% 2 Oct 1990 116.94959298% 2 Nov 1990 118.09319413% 2 Dec 1990 119.24098766% 2 Jan 1991 120.20920611% 2 Feb 1991 116.72820923% 2 Mar 1991 117.85524721% 2 Apr 1991 118.97275672% 2 May 1991 120.06609843% 2 Jun 1991 121.16307017% 2 Jul 1991 122.23564438% 2 Aug 1991 118.70477691% 2 Sep 1991 119.78415865% 2 Oct 1991 120.83894622% 2 Nov 1991 121.89693267% 2 Dec 1991 122.95815363% 2 Jan 1992 123.99457709% 2 Feb 1992 120.43033468% 2 Mar 1992 121.47277804% 2 Apr 1992 122.50580703% 2 May 1992 123.52450696% 2 Jun 1992 124.54600160% 2 Jul 1992 125.55303803% 2 Aug 1992 121.95504508% 2 Sep 1992 122.96740504% 2 Oct 1992 123.96520468% 2 Nov 1992 124.96556519% 2 Dec 1992 125.96851506% 2 Jan 1993 127.75802757% 2 Feb 1993 124.14461308% 2 Mar 1993 125.14117041% 2 Apr 1993 126.13499056% 2 May 1993 127.11452829% 2 Jun 1993 128.09642223% 2 Jul 1993 129.06390018% 2 Aug 1993 125.43035211% 2 Sep 1993 126.40229701% 2 Oct 1993 127.35971429% 2 Nov 1993 128.31923984% 2 Dec 1993 129.28089705% 2 Jan 1994 130.22791124% 2 Feb 1994 126.56862690% 2 Mar 1994 127.51960335% 2 Apr 1994 128.47053764% 2 May 1994 129.40790134% 2 Jun 1994 130.34714859% 2 Jul 1994 131.27269432% 2 Aug 1994 127.59700156% 2 Sep 1994 128.52606901% 2 Oct 1994 129.44132068% 2 Nov 1994 130.35820798% 2 Dec 1994 131.27674901% 2 Jan 1995 132.18135613% 2 Feb 1995 128.47944685% 2 Mar 1995 129.38706013% 2 Apr 1995 130.29622331% 2 May 1995 131.19265137% 2 Jun 1995 132.09050396% 2 Jul 1995 132.97549469% 2 Aug 1995 129.25904963% 2 Sep 1995 130.14664738% 2 Oct 1995 131.02126812% 2 Nov 1995 131.89706879% 2 Dec 1995 132.77406237% 2 Jan 1996 133.63795989% 2 Feb 1996 129.11348977% 2 Mar 1996 129.97282298% 2 Apr 1996 130.83323913% 2 May 1996 131.68239076% 2 Jun 1996 132.53251116% 2 Jul 1996 133.37125158% 2 Aug 1996 129.64828188% 2 Sep 1996 130.48873568% 2 Oct 1996 131.31770087% 2 Nov 1996 132.14740823% 2 Dec 1996 132.97786586% 2 Jan 1997 133.79672254% 2 Feb 1997 127.78635032% 2 Mar 1997 128.58717565% 2 Apr 1997 129.38864326% 2 May 1997 130.17580896% 2 Jun 1997 130.96346385% 2 Jul 1997 131.73666204% 2 Aug 1997 132.39205990% 2 Sep 1997 133.06055862% 2 Oct 1997 133.71499613% 2 Nov 1997 134.37016620% 2 Dec 1997 135.02607679% 2 Jan 1998 135.66778478% 2 Feb 1998 133.08419489% 2 Mar 1998 133.72708846% 2 Apr 1998 134.37058441% 2 May 1998 134.99956738% 2 Jun 1998 135.62899680% 2 Jul 1998 136.24375555% 2 Aug 1998 133.33965130% 2 Sep 1998 133.95498700% 2 Oct 1998 134.55549379% 2 Nov 1998 135.15612755% 2 Dec 1998 135.75688945% 2 Jan 1999 136.35592345% 2 Feb 1999 126.23668378% 2 Mar 1999 126.78772840% 2 Apr 1999 127.33888468% 2 May 1999 127.89015362% 2 Jun 1999 128.44153620% 2 Jul 1999 128.99303341% 2 Aug 1999 126.31475517% 2 Sep 1999 126.86648469% 2 Oct 1999 127.41833188% 2 Nov 1999 127.97029778% 2 Dec 1999 128.52238344% 2 Jan 2000 129.07458991% 2 Feb 2000 120.54365513% 2 Mar 2000 121.05690916% 2 Apr 2000 121.57028720% 2 May 2000 122.08379035% 2 Jun 2000 122.59741969% 2 Jul 2000 123.11117633% 2 Aug 2000 120.63035367% 2 Sep 2000 121.14436829% 2 Oct 2000 121.65851358% 2 Nov 2000 122.17279071% 2 Dec 2000 122.68720083% 2 Jan 2001 123.20174509% 2 Feb 2001 114.86834495% 2 Mar 2001 115.34396384% 2 Apr 2001 115.81972045% 2 May 2001 116.29561598% 2 Jun 2001 116.77165165% 2 Jul 2001 117.24782869% 2 Aug 2001 114.96462398% 2 Sep 2001 115.44108750% 2 Oct 2001 115.91769614% 2 Nov 2001 116.39445118% 2 Dec 2001 116.87135391% 2 Jan 2002 117.34840561% 2 Feb 2002 109.21271122% 2 Mar 2002 109.65086758% 2 Apr 2002 110.08917688% 2 May 2002 110.52764045% 2 Jun 2002 110.96625964% 2 Jul 2002 111.40503584% 2 Aug 2002 109.31962941% 2 Sep 2002 109.75872373% 2 Oct 2002 110.19797922% 2 Nov 2002 110.63739728% 2 Dec 2002 111.07697934% 2 Jan 2003 111.51672684% 2 Feb 2003 98.57012691% 2 Mar 2003 98.94684602% 2 Apr 2003 99.32373496% 2 May 2003 99.70079523% 2 Jun 2003 100.07802832% 2 Jul 2003 100.45757470% 2 Aug 2003 97.29099887% 2 Sep 2003 97.66875959% 2 Oct 2003 98.04669928% 2 Nov 2003 98.42481951% 2 Dec 2003 98.80312186% 2 Jan 2004 99.18590973% 2 Feb 2004 92.51276173% 2 Mar 2004 92.86016212% 2 Apr 2004 93.20775111% 2 May 2004 93.55553036% 2 Jun 2004 93.90350153% 2 Jul 2004 94.25166631% 2 Aug 2004 92.64461514% 2 Sep 2004 92.99317225% 2 Oct 2004 93.34192810% 2 Nov 2004 93.69088444% 2 Dec 2004 94.04004303% 2 Jan 2005 94.38940565% 2 Feb 2005 92.58783467% 2 Mar 2005 92.93641721% 2 Apr 2005 93.28520919% 2 May 2005 93.63421245% 2 Jun 2005 93.98342885% 2 Jul 2005 94.33286024% 2 Aug 2005 92.71675833% 2 Sep 2005 93.06662540% 2 Oct 2005 93.41671319% 2 Nov 2005 93.76702362% 2 Dec 2005 94.11755865% 2 Jan 2006 94.46832025% 2 Feb 2006 91.83390353% 2 Mar 2006 92.18002045% 2 Apr 2006 92.52636995% 2 May 2006 92.87295409% 2 Jun 2006 93.21977490% 2 Jul 2006 93.56683448% 2 Aug 2006 91.72150750% 2 Sep 2006 92.06905090% 2 Oct 2006 92.41683940% 2 Nov 2006 92.76487515% 2 Dec 2006 93.11316031% 2 Jan 2007 93.46169708% 2 Feb 2007 90.69231940% 2 Mar 2007 91.03550295% 2 Apr 2007 91.37894479% 2 May 2007 91.72264717% 2 Jun 2007 92.06661240% 2 Jul 2007 92.41084277% 2 Aug 2007 90.54789167% 2 Sep 2007 90.89265932% 2 Oct 2007 91.23769916% 2 Nov 2007 91.58301358% 2 Dec 2007 91.92860497% 2 Jan 2008 92.27447577% 2 Feb 2008 88.63902565% 2 Mar 2008 88.97542353% 2 Apr 2008 89.31210824% 2 May 2008 89.64908230% 2 Jun 2008 89.98634823% 2 Jul 2008 90.32390861% 2 Aug 2008 88.23955177% 2 Sep 2008 88.57770881% 2 Oct 2008 88.91616810% 2 Nov 2008 89.25493232% 2 Dec 2008 89.59400411% 2 Jan 2009 89.93338620% 2 Feb 2009 84.22771889% 2 Mar 2009 84.54781999% 2 Apr 2009 84.86823961% 2 May 2009 85.18898055% 2 Jun 2009 85.51004562% 2 Jul 2009 85.83143768% 2 Aug 2009 83.20040382% 2 Sep 2009 83.52245847% 2 Oct 2009 83.84484878% 2 Nov 2009 84.16757769% 2 Dec 2009 84.49064818% 2 Jan 2010 84.81406325% 2 Feb 2010 78.08283360% 2 Mar 2010 78.37947619% 2 Apr 2010 78.67647251% 2 May 2010 78.97382564% 2 Jun 2010 79.27153874% 2 Jul 2010 79.57517902% 2 Aug 2010 77.08569004% 2 Sep 2010 77.38450206% 2 Oct 2010 77.68368683% 2 Nov 2010 77.98324762% 2 Dec 2010 78.28318774% 2 Jan 2011 78.59470083% 2 Feb 2011 67.91950492% 2 Mar 2011 68.17313832% 2 Apr 2011 68.42716453% 2 May 2011 68.68158700% 2 Jun 2011 68.93640920% 2 Jul 2011 69.21093511% 2 Aug 2011 65.86342441% 2 Sep 2011 66.11946697% 2 Oct 2011 66.37592347% 2 Nov 2011 66.63279754% 2 Dec 2011 66.89009285% 2 Jan 2012 67.17531436% 2 Feb 2012 59.77104799% 2 Mar 2012 60.00244632% 2 Apr 2012 60.23428086% 2 May 2012 60.46655545% 2 Jun 2012 60.69927394% 2 Jul 2012 60.95330866% 2 Aug 2012 57.74688177% 2 Sep 2012 57.98095547% 2 Oct 2012 58.21548886% 2 Nov 2012 58.45048596% 2 Dec 2012 58.68595086% 2 Jan 2013 58.93604913% 2 Feb 2013 53.48292223% 2 Mar 2013 53.69822235% 2 Apr 2013 53.91400689% 2 May 2013 54.13028010% 2 Jun 2013 54.34704627% 2 Jul 2013 54.57847120% 2 Aug 2013 52.46074877% 2 Sep 2013 52.67901990% 2 Oct 2013 52.89780152% 2 Nov 2013 53.11709809% 2 Dec 2013 53.33691415% 2 Jan 2014 53.57141573% 2 Feb 2014 47.69394403% 2 Mar 2014 47.89098506% 2 Apr 2014 48.08856405% 2 May 2014 48.28668570% 2 Jun 2014 48.48535479% 2 Jul 2014 48.69937772% 2 Aug 2014 46.58483434% 2 Sep 2014 46.78517469% 2 Oct 2014 46.98608194% 2 Nov 2014 47.18756105% 2 Dec 2014 47.38961704% 2 Jan 2015 47.60770388% 2 Feb 2015 41.99157127% 2 Mar 2015 42.17191691% 2 Apr 2015 42.35285995% 2 May 2015 42.53440562% 2 Jun 2015 42.71655921% 2 Jul 2015 42.91477495% 2 Aug 2015 40.92466794% 2 Sep 2015 41.10867748% 2 Oct 2015 41.29331656% 2 Nov 2015 41.47859070% 2 Dec 2015 41.66450547% 2 Jan 2016 41.86651539% 2 Feb 2016 39.51016286% 2 Mar 2016 39.69555524% 2 Apr 2016 39.88161102% 2 May 2016 40.06833603% 2 Jun 2016 40.25573615% 2 Jul 2016 40.44381728% 2 Aug 2016 38.47396213% 2 Sep 2016 38.66342328% 2 Oct 2016 38.85358353% 2 Nov 2016 39.04444902% 2 Dec 2016 39.23602594% 2 Jan 2017 39.42832051% 2 Feb 2017 22.47657052% 2 Mar 2017 22.56054881% 2 Apr 2017 22.64526383% 2 May 2017 22.78493096% 2 Jun 2017 22.92595357% 2 Jul 2017 23.14012193% SCHEDULE 4 TO LEASE SCHEDULE OF NET CASUALTY VALUES PART A Percentage of DATE Facility Cost 2 Oct 1989 16.93311921% 2 Nov 1989 17.26458213% 2 Dec 1989 17.59972547% 2 Jan 1990 17.90330145% 2 Feb 1990 20.73641842% 2 Mar 1990 21.09815691% 2 Apr 1990 21.45999234% 2 May 1990 21.79428996% 2 Jun 1990 22.13229840% 2 Jul 1990 22.44250232% 2 Aug 1990 27.59349916% 2 Sep 1990 28.00902679% 2 Oct 1990 28.39761551% 2 Nov 1990 28.79052065% 2 Dec 1990 29.18779021% 2 Jan 1991 29.40021965% 2 Feb 1991 29.77187069% 2 Mar 1991 30.14791712% 2 Apr 1991 30.51420284% 2 May 1991 30.85565581% 2 Jun 1991 31.20089682% 2 Jul 1991 31.52106941% 2 Aug 1991 31.84479174% 2 Sep 1991 32.17210323% 2 Oct 1991 32.47414520% 2 Nov 1991 32.77953355% 2 Dec 1991 33.08830542% 2 Jan 1992 33.37159983% 2 Feb 1992 33.65803035% 2 Mar 1992 33.94763175% 2 Apr 1992 34.22759543% 2 May 1992 34.49286176% 2 Jun 1992 34.76106166% 2 Jul 1992 35.01443222% 2 Aug 1992 35.27060289% 2 Sep 1992 35.52960467% 2 Oct 1992 35.77367349% 2 Nov 1992 36.02043765% 2 Dec 1992 36.26992697% 2 Jan 1993 37.32931228% 2 Feb 1993 37.56978203% 2 Mar 1993 37.81290575% 2 Apr 1993 38.05327259% 2 May 1993 38.27899627% 2 Jun 1993 38.50720823% 2 Jul 1993 38.72064060% 2 Aug 1993 38.93642330% 2 Sep 1993 39.15458230% 2 Oct 1993 39.35784845% 2 Nov 1993 39.56335040% 2 Dec 1993 39.77111283% 2 Jan 1994 39.96386528% 2 Feb 1994 40.15873510% 2 Mar 1994 40.35574563% 2 Apr 1994 40.55278083% 2 May 1994 40.73591257% 2 Jun 1994 40.92105287% 2 Jul 1994 41.09215612% 2 Aug 1994 41.26513284% 2 Sep 1994 41.44000363% 2 Oct 1994 41.60072159% 2 Nov 1994 41.76319594% 2 Dec 1994 41.92744597% 2 Jan 1995 42.07742343% 2 Feb 1995 42.22903620% 2 Mar 1995 42.38230222% 2 Apr 1995 42.53723957% 2 May 1995 42.67914124% 2 Jun 1995 42.82258654% 2 Jul 1995 42.95286701% 2 Aug 1995 43.08456049% 2 Sep 1995 43.21768239% 2 Oct 1995 43.33752297% 2 Nov 1995 43.45865876% 2 Dec 1995 43.58110384% 2 Jan 1996 43.69014712% 2 Feb 1996 43.80036378% 2 Mar 1996 43.91176653% 2 Apr 1996 44.02436823% 2 May 1996 44.12545678% 2 Jun 1996 44.22762821% 2 Jul 1996 44.31816912% 2 Aug 1996 44.40967422% 2 Sep 1996 44.50215384% 2 Oct 1996 44.58289339% 2 Nov 1996 44.66448632% 2 Dec 1996 44.74694175% 2 Jan 1997 44.81754380% 2 Feb 1997 44.88888465% 2 Mar 1997 44.96097212% 2 Apr 1997 45.03381409% 2 May 1997 45.09202503% 2 Jun 1997 45.15083452% 2 Jul 1997 45.19485525% 2 Aug 1997 47.70984106% 2 Sep 1997 47.80543968% 2 Oct 1997 47.88665925% 2 Nov 1997 47.96873218% 2 Dec 1997 48.05166751% 2 Jan 1998 48.12008089% 2 Feb 1998 48.18920305% 2 Mar 1998 48.25904143% 2 Apr 1998 48.32960356% 2 May 1998 48.38532773% 2 Jun 1998 48.44161692% 2 Jul 1998 48.48290763% 2 Aug 1998 48.52460106% 2 Sep 1998 48.56670117% 2 Oct 1998 48.59364269% 2 Nov 1998 48.62082502% 2 Dec 1998 48.64825029% 2 Jan 1999 48.67400854% 2 Feb 1999 48.69999275% 2 Mar 1999 48.72620493% 2 Apr 1999 48.75264705% 2 May 1999 48.77932114% 2 Jun 1999 48.80622923% 2 Jul 1999 48.83337338% 2 Aug 1999 48.86075566% 2 Sep 1999 48.88837815% 2 Oct 1999 48.91624297% 2 Nov 1999 48.94435223% 2 Dec 1999 48.97270811% 2 Jan 2000 49.00131272% 2 Feb 2000 49.03016829% 2 Mar 2000 49.05927698% 2 Apr 2000 49.08864105% 2 May 2000 49.11826271% 2 Jun 2000 49.14814425% 2 Jul 2000 49.17828792% 2 Aug 2000 49.20869603% 2 Sep 2000 49.23937091% 2 Oct 2000 49.27031487% 2 Nov 2000 49.30153032% 2 Dec 2000 49.33301960% 2 Jan 2001 49.36478513% 2 Feb 2001 49.39682932% 2 Mar 2001 49.42915464% 2 Apr 2001 49.46176353% 2 May 2001 49.49465850% 2 Jun 2001 49.52784204% 2 Jul 2001 49.56131669% 2 Aug 2001 49.59508499% 2 Sep 2001 49.62914954% 2 Oct 2001 49.66351293% 2 Nov 2001 49.69817778% 2 Dec 2001 49.73314675% 2 Jan 2002 49.76842246% 2 Feb 2002 49.80400766% 2 Mar 2002 49.83990503% 2 Apr 2002 49.87611731% 2 May 2002 49.91264729% 2 Jun 2002 49.94949772% 2 Jul 2002 49.98667142% 2 Aug 2002 50.02417125% 2 Sep 2002 50.06200005% 2 Oct 2002 50.10016072% 2 Nov 2002 50.13865615% 2 Dec 2002 50.17748929% 2 Jan 2003 50.21666310% 2 Feb 2003 48.81475593% 2 Mar 2003 48.85462007% 2 Apr 2003 48.89483394% 2 May 2003 48.93540060% 2 Jun 2003 48.97632313% 2 Jul 2003 49.01980689% 2 Aug 2003 47.62002591% 2 Sep 2003 47.66203492% 2 Oct 2003 47.70441247% 2 Nov 2003 47.74716178% 2 Dec 2003 47.79028612% 2 Jan 2004 47.83821784% 2 Feb 2004 47.66588844% 2 Mar 2004 47.71015771% 2 Apr 2004 47.75481535% 2 May 2004 47.79986475% 2 Jun 2004 47.84530936% 2 Jul 2004 47.89115265% 2 Aug 2004 47.93739809% 2 Sep 2004 47.98404924% 2 Oct 2004 48.03110965% 2 Nov 2004 48.07858291% 2 Dec 2004 48.12647263% 2 Jan 2005 48.17478248% 2 Feb 2005 48.20549832% 2 Mar 2005 48.25465950% 2 Apr 2005 48.30425195% 2 May 2005 48.35427947% 2 Jun 2005 48.40474586% 2 Jul 2005 48.45565499% 2 Aug 2005 48.48899290% 2 Sep 2005 48.54079917% 2 Oct 2005 48.59305990% 2 Nov 2005 48.64577911% 2 Dec 2005 48.69896082% 2 Jan 2006 48.75260907% 2 Feb 2006 48.52359097% 2 Mar 2006 48.57818462% 2 Apr 2006 48.63325721% 2 May 2006 48.68881294% 2 Jun 2006 48.74485604% 2 Jul 2006 48.80139079% 2 Aug 2006 48.57528452% 2 Sep 2006 48.63281555% 2 Oct 2006 48.69085128% 2 Nov 2006 48.74939613% 2 Dec 2006 48.80845459% 2 Jan 2007 48.86803116% 2 Feb 2007 48.59351392% 2 Mar 2007 48.65414037% 2 Apr 2007 48.71529867% 2 May 2007 48.77699349% 2 Jun 2007 48.83922955% 2 Jul 2007 48.90201158% 2 Aug 2007 48.63072793% 2 Sep 2007 48.69461634% 2 Oct 2007 48.75906522% 2 Nov 2007 48.82407948% 2 Dec 2007 48.88966410% 2 Jan 2008 48.95582407% 2 Feb 2008 48.40481103% 2 Mar 2008 48.47213689% 2 Apr 2008 48.54005339% 2 May 2008 48.60856570% 2 Jun 2008 48.67767905% 2 Jul 2008 48.74739871% 2 Aug 2008 48.19997657% 2 Sep 2008 48.27092486% 2 Oct 2008 48.34249555% 2 Nov 2008 48.41469412% 2 Dec 2008 48.48752606% 2 Jan 2009 48.56099694% 2 Feb 2009 47.34812604% 2 Mar 2009 47.42289165% 2 Apr 2009 47.49831315% 2 May 2009 47.57439631% 2 Jun 2009 47.65114692% 2 Jul 2009 47.72857084% 2 Aug 2009 46.51968767% 2 Sep 2009 46.59847598% 2 Oct 2009 46.67795548% 2 Nov 2009 46.75813223% 2 Dec 2009 46.83901235% 2 Jan 2010 46.92060200% 2 Feb 2010 45.71592112% 2 Mar 2010 45.79894858% 2 Apr 2010 45.88270441% 2 May 2010 45.96719501% 2 Jun 2010 46.05242682% 2 Jul 2010 46.14413506% 2 Aug 2010 44.94388256% 2 Sep 2010 45.03137725% 2 Oct 2010 45.11963951% 2 Nov 2010 45.20867605% 2 Dec 2010 45.29849370% 2 Jan 2011 45.40062073% 2 Feb 2011 43.07248693% 2 Mar 2011 43.16468921% 2 Apr 2011 43.25770034% 2 May 2011 43.35152744% 2 Jun 2011 43.44617766% 2 Jul 2011 43.56152977% 2 Aug 2011 41.23831371% 2 Sep 2011 41.33547685% 2 Oct 2011 41.43349239% 2 Nov 2011 41.53236778% 2 Dec 2011 41.63211058% 2 Jan 2012 41.76104338% 2 Feb 2012 39.44300964% 2 Mar 2012 39.54540058% 2 Apr 2012 39.64868977% 2 May 2012 39.75288507% 2 Jun 2012 39.85799446% 2 Jul 2012 39.98551185% 2 Aug 2012 37.67293927% 2 Sep 2012 37.78083928% 2 Oct 2012 37.88968586% 2 Nov 2012 37.99948732% 2 Dec 2012 38.11025204% 2 Jan 2013 38.23656897% 2 Feb 2013 36.93360070% 2 Mar 2013 37.04730619% 2 Apr 2013 37.16200917% 2 May 2013 37.27771842% 2 Jun 2013 37.39444275% 2 Jul 2013 37.52677159% 2 Aug 2013 36.22986794% 2 Sep 2013 36.34969126% 2 Oct 2013 36.47056576% 2 Nov 2013 36.59250065% 2 Dec 2013 36.71550525% 2 Jan 2014 36.85416944% 2 Feb 2014 35.43495810% 2 Mar 2014 35.56122844% 2 Apr 2014 35.68860650% 2 May 2014 35.81710201% 2 Jun 2014 35.94672477% 2 Jul 2014 36.09272426% 2 Aug 2014 34.68024773% 2 Sep 2014 34.81331193% 2 Oct 2014 34.94754348% 2 Nov 2014 35.08295259% 2 Dec 2014 35.21954961% 2 Jan 2015 35.37325097% 2 Feb 2015 33.96787159% 2 Mar 2015 34.10809521% 2 Apr 2015 34.24954899% 2 May 2015 34.39224369% 2 Jun 2015 34.53619020% 2 Jul 2015 34.69730555% 2 Aug 2015 33.29940518% 2 Sep 2015 33.44717344% 2 Oct 2015 33.59623802% 2 Nov 2015 33.74661030% 2 Dec 2015 33.89830175% 2 Jan 2016 34.06722997% 2 Feb 2016 32.67721102% 2 Mar 2016 32.83292984% 2 Apr 2016 32.99001472% 2 May 2016 33.14847767% 2 Jun 2016 33.30833077% 2 Jul 2016 33.46958621% 2 Aug 2016 32.08787274% 2 Sep 2016 32.25196989% 2 Oct 2016 32.41750662% 2 Nov 2016 32.58449554% 2 Dec 2016 32.75294942% 2 Jan 2017 32.92288109% 2 Feb 2017 32.99755342% 2 Mar 2017 33.17047970% 2 Apr 2017 33.34492300% 2 May 2017 33.57670956% 2 Jun 2017 33.81066361% 2 Jul 2017 34.12070636% SCHEDULE 4 TO LEASE SCHEDULE OF NET CASUALTY VALUES PART B Percentage of DATE Facility Cost 2 Oct 1989 18.42006155% 2 Nov 1989 18.78063112% 2 Dec 1989 19.14520429% 2 Jan 1990 19.47543809% 2 Feb 1990 22.55733861% 2 Mar 1990 22.95084232% 2 Apr 1990 23.34445149% 2 May 1990 23.70810467% 2 Jun 1990 24.07579453% 2 Jul 1990 24.41323829% 2 Aug 1990 30.01655789% 2 Sep 1990 30.46857411% 2 Oct 1990 30.89128585% 2 Nov 1990 31.31869303% 2 Dec 1990 31.75084789% 2 Jan 1991 31.98193133% 2 Feb 1991 32.38621803% 2 Mar 1991 32.79528610% 2 Apr 1991 33.19373635% 2 May 1991 33.56517322% 2 Jun 1991 33.94073076% 2 Jul 1991 34.28901856% 2 Aug 1991 34.64116781% 2 Sep 1991 34.99722139% 2 Oct 1991 35.32578647% 2 Nov 1991 35.65799179% 2 Dec 1991 35.99387774% 2 Jan 1992 36.30204899% 2 Feb 1992 36.61363173% 2 Mar 1992 36.92866381% 2 Apr 1992 37.23321185% 2 May 1992 37.52177192% 2 Jun 1992 37.81352317% 2 Jul 1992 38.08914287% 2 Aug 1992 38.36780857% 2 Sep 1992 38.64955399% 2 Oct 1992 38.91505514% 2 Nov 1992 39.18348832% 2 Dec 1992 39.45488596% 2 Jan 1993 40.60729873% 2 Feb 1993 40.86888476% 2 Mar 1993 41.13335782% 2 Apr 1993 41.39483192% 2 May 1993 41.64037699% 2 Jun 1993 41.88862886% 2 Jul 1993 42.12080329% 2 Aug 1993 42.35553445% 2 Sep 1993 42.59285057% 2 Oct 1993 42.81396606% 2 Nov 1993 43.03751369% 2 Dec 1993 43.26352029% 2 Jan 1994 43.47319884% 2 Feb 1994 43.68518071% 2 Mar 1994 43.89949125% 2 Apr 1994 44.11382864% 2 May 1994 44.31304166% 2 Jun 1994 44.51443963% 2 Jul 1994 44.70056791% 2 Aug 1994 44.88873418% 2 Sep 1994 45.07896084% 2 Oct 1994 45.25379188% 2 Nov 1994 45.43053353% 2 Dec 1994 45.60920679% 2 Jan 1995 45.77235417% 2 Feb 1995 45.93728047% 2 Mar 1995 46.10400518% 2 Apr 1995 46.27254799% 2 May 1995 46.42691043% 2 Jun 1995 46.58295205% 2 Jul 1995 46.72467279% 2 Aug 1995 46.86793063% 2 Sep 1995 47.01274231% 2 Oct 1995 47.14310642% 2 Nov 1995 47.27487946% 2 Dec 1995 47.40807677% 2 Jan 1996 47.52669543% 2 Feb 1996 47.64659051% 2 Mar 1996 47.76777583% 2 Apr 1996 47.89026538% 2 May 1996 48.00023079% 2 Jun 1996 48.11137417% 2 Jul 1996 48.20986572% 2 Aug 1996 48.30940612% 2 Sep 1996 48.41000662% 2 Oct 1996 48.49783613% 2 Nov 1996 48.58659396% 2 Dec 1996 48.67629002% 2 Jan 1997 48.75309182% 2 Feb 1997 48.83069729% 2 Mar 1997 48.90911496% 2 Apr 1997 48.98835338% 2 May 1997 49.05167598% 2 Jun 1997 49.11564969% 2 Jul 1997 49.16353599% 2 Aug 1997 51.89936941% 2 Sep 1997 52.00336280% 2 Oct 1997 52.09171448% 2 Nov 1997 52.18099445% 2 Dec 1997 52.27121256% 2 Jan 1998 52.34563349% 2 Feb 1998 52.42082545% 2 Mar 1998 52.49679653% 2 Apr 1998 52.57355491% 2 May 1998 52.63417237% 2 Jun 1998 52.69540446% 2 Jul 1998 52.74032102% 2 Aug 1998 52.78567566% 2 Sep 1998 52.83147269% 2 Oct 1998 52.86078002% 2 Nov 1998 52.89034930% 2 Dec 1998 52.92018286% 2 Jan 1999 52.94820301% 2 Feb 1999 52.97646897% 2 Mar 1999 53.00498290% 2 Apr 1999 53.03374698% 2 May 1999 53.06276339% 2 Jun 1999 53.09203435% 2 Jul 1999 53.12156210% 2 Aug 1999 53.15134889% 2 Sep 1999 53.18139699% 2 Oct 1999 53.21170869% 2 Nov 1999 53.24228631% 2 Dec 1999 53.27313218% 2 Jan 2000 53.30424865% 2 Feb 2000 53.33563809% 2 Mar 2000 53.36730290% 2 Apr 2000 53.39924550% 2 May 2000 53.43146833% 2 Jun 2000 53.46397384% 2 Jul 2000 53.49676451% 2 Aug 2000 53.52984283% 2 Sep 2000 53.56321135% 2 Oct 2000 53.59687259% 2 Nov 2000 53.63082915% 2 Dec 2000 53.66508358% 2 Jan 2001 53.69963853% 2 Feb 2001 53.73449661% 2 Mar 2001 53.76966050% 2 Apr 2001 53.80513286% 2 May 2001 53.84091643% 2 Jun 2001 53.87701390% 2 Jul 2001 53.91342805% 2 Aug 2001 53.95016164% 2 Sep 2001 53.98721749% 2 Oct 2001 54.02459842% 2 Nov 2001 54.06230729% 2 Dec 2001 54.10034697% 2 Jan 2002 54.13872034% 2 Feb 2002 54.17743036% 2 Mar 2002 54.21647998% 2 Apr 2002 54.25587216% 2 May 2002 54.29560993% 2 Jun 2002 54.33569630% 2 Jul 2002 54.37613432% 2 Aug 2002 54.41692711% 2 Sep 2002 54.45807776% 2 Oct 2002 54.49958941% 2 Nov 2002 54.54146523% 2 Dec 2002 54.58370841% 2 Jan 2003 54.62632218% 2 Feb 2003 53.10130980% 2 Mar 2003 53.14467452% 2 Apr 2003 53.18841968% 2 May 2003 53.23254860% 2 Jun 2003 53.27706465% 2 Jul 2003 53.32436684% 2 Aug 2003 51.80166736% 2 Sep 2003 51.84736529% 2 Oct 2003 51.89346412% 2 Nov 2003 51.93996736% 2 Dec 2003 51.98687856% 2 Jan 2004 52.03901930% 2 Feb 2004 51.85155720% 2 Mar 2004 51.89971387% 2 Apr 2004 51.94829302% 2 May 2004 51.99729833% 2 Jun 2004 52.04673355% 2 Jul 2004 52.09660245% 2 Aug 2004 52.14690883% 2 Sep 2004 52.19765655% 2 Oct 2004 52.24884945% 2 Nov 2004 52.30049147% 2 Dec 2004 52.35258651% 2 Jan 2005 52.40513858% 2 Feb 2005 52.43855166% 2 Mar 2005 52.49202981% 2 Apr 2005 52.54597711% 2 May 2005 52.60039767% 2 Jun 2005 52.65529566% 2 Jul 2005 52.71067525% 2 Aug 2005 52.74694066% 2 Sep 2005 52.80329617% 2 Oct 2005 52.86014606% 2 Nov 2005 52.91749468% 2 Dec 2005 52.97534641% 2 Jan 2006 53.03370566% 2 Feb 2006 52.78457687% 2 Mar 2006 52.84396453% 2 Apr 2006 52.90387320% 2 May 2006 52.96430742% 2 Jun 2006 53.02527181% 2 Jul 2006 53.08677104% 2 Aug 2006 52.84080977% 2 Sep 2006 52.90339275% 2 Oct 2006 52.96652476% 2 Nov 2006 53.03021059% 2 Dec 2006 53.09445513% 2 Jan 2007 53.15926327% 2 Feb 2007 52.86063994% 2 Mar 2007 52.92659016% 2 Apr 2007 52.99311893% 2 May 2007 53.06023135% 2 Jun 2007 53.12793251% 2 Jul 2007 53.19622760% 2 Aug 2007 52.90112182% 2 Sep 2007 52.97062044% 2 Oct 2007 53.04072874% 2 Nov 2007 53.11145208% 2 Dec 2007 53.18279586% 2 Jan 2008 53.25476551% 2 Feb 2008 52.65536655% 2 Mar 2008 52.72860448% 2 Apr 2008 52.80248490% 2 May 2008 52.87701346% 2 Jun 2008 52.95219583% 2 Jul 2008 53.02803776% 2 Aug 2008 52.43254503% 2 Sep 2008 52.50972348% 2 Oct 2008 52.58757898% 2 Nov 2008 52.66611750% 2 Dec 2008 52.74534500% 2 Jan 2009 52.82526756% 2 Feb 2009 51.50589124% 2 Mar 2009 51.58722221% 2 Apr 2009 51.66926668% 2 May 2009 51.75203089% 2 Jun 2009 51.83552118% 2 Jul 2009 51.91974390% 2 Aug 2009 50.60470548% 2 Sep 2009 50.69041240% 2 Oct 2009 50.77687121% 2 Nov 2009 50.86408850% 2 Dec 2009 50.95207092% 2 Jan 2010 51.04082517% 2 Feb 2010 49.73035805% 2 Mar 2010 49.82067637% 2 Apr 2010 49.91178703% 2 May 2010 50.00369697% 2 Jun 2010 50.09641321% 2 Jul 2010 50.19617459% 2 Aug 2010 48.89052473% 2 Sep 2010 48.98570255% 2 Oct 2010 49.08171536% 2 Nov 2010 49.17857044% 2 Dec 2010 49.27627522% 2 Jan 2011 49.38737029% 2 Feb 2011 46.85479686% 2 Mar 2011 46.95509566% 2 Apr 2011 47.05627435% 2 May 2011 47.15834066% 2 Jun 2011 47.26130236% 2 Jul 2011 47.38678385% 2 Aug 2011 44.85955999% 2 Sep 2011 44.96525528% 2 Oct 2011 45.07187783% 2 Nov 2011 45.17943573% 2 Dec 2011 45.28793722% 2 Jan 2012 45.42819195% 2 Feb 2012 42.90660548% 2 Mar 2012 43.01798764% 2 Apr 2012 43.13034693% 2 May 2012 43.24369190% 2 Jun 2012 43.35803123% 2 Jul 2012 43.49674626% 2 Aug 2012 40.98110052% 2 Sep 2012 41.09847551% 2 Oct 2012 41.21688020% 2 Nov 2012 41.33632362% 2 Dec 2012 41.45681488% 2 Jan 2013 41.59422404% 2 Feb 2013 40.17683865% 2 Mar 2013 40.30052892% 2 Apr 2013 40.42530428% 2 May 2013 40.55117427% 2 Jun 2013 40.67814847% 2 Jul 2013 40.82209746% 2 Aug 2013 39.41130925% 2 Sep 2013 39.54165457% 2 Oct 2013 39.67314338% 2 Nov 2013 39.80578570% 2 Dec 2013 39.93959166% 2 Jan 2014 40.09043232% 2 Feb 2014 38.54659626% 2 Mar 2014 38.68395472% 2 Apr 2014 38.82251819% 2 May 2014 38.96229724% 2 Jun 2014 39.10330252% 2 Jul 2014 39.26212261% 2 Aug 2014 37.72561275% 2 Sep 2014 37.87036167% 2 Oct 2014 38.01638045% 2 Nov 2014 38.16368020% 2 Dec 2014 38.31227216% 2 Jan 2015 38.47947046% 2 Feb 2015 36.95068096% 2 Mar 2015 37.10321800% 2 Apr 2015 37.25709320% 2 May 2015 37.41231831% 2 Jun 2015 37.56890515% 2 Jul 2015 37.74416846% 2 Aug 2015 36.22351473% 2 Sep 2015 36.38425892% 2 Oct 2015 36.54641325% 2 Nov 2015 36.70999013% 2 Dec 2015 36.87500201% 2 Jan 2016 37.05876427% 2 Feb 2016 35.54668405% 2 Mar 2016 35.71607695% 2 Apr 2016 35.88695588% 2 May 2016 36.05933388% 2 Jun 2016 36.23322410% 2 Jul 2016 36.40863981% 2 Aug 2016 34.90559440% 2 Sep 2016 35.08410136% 2 Oct 2016 35.26417431% 2 Nov 2016 35.44582698% 2 Dec 2016 35.62907323% 2 Jan 2017 35.81392706% 2 Feb 2017 35.89515657% 2 Mar 2017 36.08326796% 2 Apr 2017 36.27302960% 2 May 2017 36.52516996% 2 Jun 2017 36.77966813% 2 Jul 2017 37.11693656% SCHEDULE 4 TO LEASE SCHEDULE OF NET CASUALTY VALUES PART C Percentage of DATE Facility Cost 2 Oct 1989 16.44648353% 2 Nov 1989 16.76842064% 2 Dec 1989 17.09393240% 2 Jan 1990 17.38878401% 2 Feb 1990 20.14048090% 2 Mar 1990 20.49182350% 2 Apr 1990 20.84326026% 2 May 1990 21.16795060% 2 Jun 1990 21.49624512% 2 Jul 1990 21.79753419% 2 Aug 1990 26.80049812% 2 Sep 1990 27.20408403% 2 Oct 1990 27.58150522% 2 Nov 1990 27.96311878% 2 Dec 1990 28.34897133% 2 Jan 1991 28.55529583% 2 Feb 1991 28.91626610% 2 Mar 1991 29.28150545% 2 Apr 1991 29.63726460% 2 May 1991 29.96890466% 2 Jun 1991 30.30422389% 2 Jul 1991 30.61519514% 2 Aug 1991 30.92961412% 2 Sep 1991 31.24751910% 2 Oct 1991 31.54088078% 2 Nov 1991 31.83749267% 2 Dec 1991 32.13739084% 2 Jan 1992 32.41254374% 2 Feb 1992 32.69074262% 2 Mar 1992 32.97202126% 2 Apr 1992 33.24393915% 2 May 1992 33.50158207% 2 Jun 1992 33.76207426% 2 Jul 1992 34.00816328% 2 Aug 1992 34.25697194% 2 Sep 1992 34.50853035% 2 Oct 1992 34.74558495% 2 Nov 1992 34.98525743% 2 Dec 1992 35.22757675% 2 Jan 1993 36.25651672% 2 Feb 1993 36.49007568% 2 Mar 1993 36.72621234% 2 Apr 1993 36.95967136% 2 May 1993 37.17890803% 2 Jun 1993 37.40056148% 2 Jul 1993 37.60786008% 2 Aug 1993 37.81744147% 2 Sep 1993 38.02933087% 2 Oct 1993 38.22675541% 2 Nov 1993 38.42635151% 2 Dec 1993 38.62814312% 2 Jan 1994 38.81535611% 2 Feb 1994 39.00462563% 2 Mar 1994 39.19597433% 2 Apr 1994 39.38734700% 2 May 1994 39.56521577% 2 Jun 1994 39.74503538% 2 Jul 1994 39.91122135% 2 Aug 1994 40.07922695% 2 Sep 1994 40.24907218% 2 Oct 1994 40.40517132% 2 Nov 1994 40.56297637% 2 Dec 1994 40.72250606% 2 Jan 1995 40.86817337% 2 Feb 1995 41.01542899% 2 Mar 1995 41.16429034% 2 Apr 1995 41.31477499% 2 May 1995 41.45259860% 2 Jun 1995 41.59192147% 2 Jul 1995 41.71845785% 2 Aug 1995 41.84636663% 2 Sep 1995 41.97566278% 2 Oct 1995 42.09205930% 2 Nov 1995 42.20971380% 2 Dec 1995 42.32863997% 2 Jan 1996 42.43454949% 2 Feb 1996 42.54159867% 2 Mar 1996 42.64979985% 2 Apr 1996 42.75916552% 2 May 1996 42.85734892% 2 Jun 1996 42.95658408% 2 Jul 1996 43.04452296% 2 Aug 1996 43.13339832% 2 Sep 1996 43.22322020% 2 Oct 1996 43.30163940% 2 Nov 1996 43.38088746% 2 Dec 1996 43.46097323% 2 Jan 1997 43.52954627% 2 Feb 1997 43.59883687% 2 Mar 1997 43.66885264% 2 Apr 1997 43.73960123% 2 May 1997 43.79613927% 2 Jun 1997 43.85325865% 2 Jul 1997 43.89601428% 2 Aug 1997 46.33872269% 2 Sep 1997 46.43157393% 2 Oct 1997 46.51045936% 2 Nov 1997 46.59017362% 2 Dec 1997 46.67072550% 2 Jan 1998 46.73717276% 2 Feb 1998 46.80430844% 2 Mar 1998 46.87213976% 2 Apr 1998 46.94067403% 2 May 1998 46.99479676% 2 Jun 1998 47.04946827% 2 Jul 1998 47.08957234% 2 Aug 1998 47.13006755% 2 Sep 1998 47.17095776% 2 Oct 1998 47.19712502% 2 Nov 1998 47.22352616% 2 Dec 1998 47.25016327% 2 Jan 1999 47.27518126% 2 Feb 1999 47.30041872% 2 Mar 1999 47.32587759% 2 Apr 1999 47.35155980% 2 May 1999 47.37746731% 2 Jun 1999 47.40360210% 2 Jul 1999 47.42996616% 2 Aug 1999 47.45656151% 2 Sep 1999 47.48339017% 2 Oct 1999 47.51045419% 2 Nov 1999 47.53775563% 2 Dec 1999 47.56529659% 2 Jan 2000 47.59307915% 2 Feb 2000 47.62110544% 2 Mar 2000 47.64937759% 2 Apr 2000 47.67789777% 2 May 2000 47.70666815% 2 Jun 2000 47.73569093% 2 Jul 2000 47.76496831% 2 Aug 2000 47.79450253% 2 Sep 2000 47.82429585% 2 Oct 2000 47.85435053% 2 Nov 2000 47.88466888% 2 Dec 2000 47.91525320% 2 Jan 2001 47.94610583% 2 Feb 2001 47.97722912% 2 Mar 2001 48.00862545% 2 Apr 2001 48.04029720% 2 May 2001 48.07224681% 2 Jun 2001 48.10447670% 2 Jul 2001 48.13698933% 2 Aug 2001 48.16978718% 2 Sep 2001 48.20287276% 2 Oct 2001 48.23624859% 2 Nov 2001 48.26991722% 2 Dec 2001 48.30388122% 2 Jan 2002 48.33814316% 2 Feb 2002 48.37270568% 2 Mar 2002 48.40757141% 2 Apr 2002 48.44274300% 2 May 2002 48.47822315% 2 Jun 2002 48.51401455% 2 Jul 2002 48.55011993% 2 Aug 2002 48.58654206% 2 Sep 2002 48.62328371% 2 Oct 2002 48.66034769% 2 Nov 2002 48.69773681% 2 Dec 2002 48.73545394% 2 Jan 2003 48.77350195% 2 Feb 2003 47.41188375% 2 Mar 2003 47.45060225% 2 Apr 2003 47.48966043% 2 May 2003 47.52906125% 2 Jun 2003 47.56880772% 2 Jul 2003 47.61104182% 2 Aug 2003 46.25148871% 2 Sep 2003 46.29229044% 2 Oct 2003 46.33345011% 2 Nov 2003 46.37497086% 2 Dec 2003 46.41685586% 2 Jan 2004 46.46341009% 2 Feb 2004 46.29603321% 2 Mar 2004 46.33903024% 2 Apr 2004 46.38240448% 2 May 2004 46.42615922% 2 Jun 2004 46.47029781% 2 Jul 2004 46.51482362% 2 Aug 2004 46.55974003% 2 Sep 2004 46.60505049% 2 Oct 2004 46.65075844% 2 Nov 2004 46.69686738% 2 Dec 2004 46.74338081% 2 Jan 2005 46.79030230% 2 Feb 2005 46.82013541% 2 Mar 2005 46.86788376% 2 Apr 2005 46.91605099% 2 May 2005 46.96464078% 2 Jun 2005 47.01365684% 2 Jul 2005 47.06310290% 2 Aug 2005 47.09548273% 2 Sep 2005 47.14580015% 2 Oct 2005 47.19655898% 2 Nov 2005 47.24776311% 2 Dec 2005 47.29941644% 2 Jan 2006 47.35152291% 2 Feb 2006 47.12908649% 2 Mar 2006 47.18211119% 2 Apr 2006 47.23560107% 2 May 2006 47.28956020% 2 Jun 2006 47.34399269% 2 Jul 2006 47.39890271% 2 Aug 2006 47.17929444% 2 Sep 2006 47.23517210% 2 Oct 2006 47.29153996% 2 Nov 2006 47.34840231% 2 Dec 2006 47.40576351% 2 Jan 2007 47.46362792% 2 Feb 2007 47.19699995% 2 Mar 2007 47.25588407% 2 Apr 2007 47.31528476% 2 May 2007 47.37520656% 2 Jun 2007 47.43565403% 2 Jul 2007 47.49663179% 2 Aug 2007 47.23314448% 2 Sep 2007 47.29519682% 2 Oct 2007 47.35779352% 2 Nov 2007 47.42093936% 2 Dec 2007 47.48463916% 2 Jan 2008 47.54889778% 2 Feb 2008 47.01372013% 2 Mar 2008 47.07911114% 2 Apr 2008 47.14507580% 2 May 2008 47.21161916% 2 Jun 2008 47.27874628% 2 Jul 2008 47.34646229% 2 Aug 2008 46.81477235% 2 Sep 2008 46.88368168% 2 Oct 2008 46.95319552% 2 Nov 2008 47.02331920% 2 Dec 2008 47.09405804% 2 Jan 2009 47.16541746% 2 Feb 2009 45.98740289% 2 Mar 2009 46.06001983% 2 Apr 2009 46.13327382% 2 May 2009 46.20717044% 2 Jun 2009 46.28171534% 2 Jul 2009 46.35691420% 2 Aug 2009 45.18277275% 2 Sep 2009 45.25929679% 2 Oct 2009 45.33649215% 2 Nov 2009 45.41436473% 2 Dec 2009 45.49292046% 2 Jan 2010 45.57216533% 2 Feb 2010 44.40210540% 2 Mar 2010 44.48274676% 2 Apr 2010 44.56409556% 2 May 2010 44.64615801% 2 Jun 2010 44.72894037% 2 Jul 2010 44.81801303% 2 Aug 2010 43.65225422% 2 Sep 2010 43.73723442% 2 Oct 2010 43.82296014% 2 Nov 2010 43.90943789% 2 Dec 2010 43.99667430% 2 Jan 2011 44.09586633% 2 Feb 2011 41.83464005% 2 Mar 2011 41.92419255% 2 Apr 2011 42.01453067% 2 May 2011 42.10566130% 2 Jun 2011 42.19759139% 2 Jul 2011 42.30962844% 2 Aug 2011 40.05317856% 2 Sep 2011 40.14754936% 2 Oct 2011 40.24274806% 2 Nov 2011 40.33878190% 2 Dec 2011 40.43565823% 2 Jan 2012 40.56088567% 2 Feb 2012 38.30946918% 2 Mar 2012 38.40891754% 2 Apr 2012 38.50923833% 2 May 2012 38.61043920% 2 Jun 2012 38.71252788% 2 Jul 2012 38.83638059% 2 Aug 2012 36.59026832% 2 Sep 2012 36.69506742% 2 Oct 2012 36.80078589% 2 Nov 2012 36.90743180% 2 Dec 2012 37.01501329% 2 Jan 2013 37.13770004% 2 Feb 2013 35.87217737% 2 Mar 2013 35.98261511% 2 Apr 2013 36.09402168% 2 May 2013 36.20640560% 2 Jun 2013 36.31977542% 2 Jul 2013 36.44830130% 2 Aug 2013 35.18866897% 2 Sep 2013 35.30504872% 2 Oct 2013 35.42244945% 2 Nov 2013 35.54088009% 2 Dec 2013 35.66034970% 2 Jan 2014 35.79502886% 2 Feb 2014 34.41660380% 2 Mar 2014 34.53924529% 2 Apr 2014 34.66296267% 2 May 2014 34.78776539% 2 Jun 2014 34.91366296% 2 Jul 2014 35.05546662% 2 Aug 2014 33.68358281% 2 Sep 2014 33.81282292% 2 Oct 2014 33.94319683% 2 Nov 2014 34.07471446% 2 Dec 2014 34.20738586% 2 Jan 2015 34.35667005% 2 Feb 2015 32.99167943% 2 Mar 2015 33.12787321% 2 Apr 2015 33.26526179% 2 May 2015 33.40385563% 2 Jun 2015 33.54366531% 2 Jul 2015 33.70015041% 2 Aug 2015 32.34242387% 2 Sep 2015 32.48594546% 2 Oct 2015 32.63072612% 2 Nov 2015 32.77677690% 2 Dec 2015 32.92410894% 2 Jan 2016 33.08818238% 2 Feb 2016 31.73811076% 2 Mar 2016 31.88935442% 2 Apr 2016 32.04192489% 2 May 2016 32.19583382% 2 Jun 2016 32.35109295% 2 Jul 2016 32.50771412% 2 Aug 2016 31.16570929% 2 Sep 2016 31.32509050% 2 Oct 2016 31.48586992% 2 Nov 2016 31.64805980% 2 Dec 2016 31.81167253% 2 Jan 2017 31.97672059% 2 Feb 2017 32.04924694% 2 Mar 2017 32.21720354% 2 Apr 2017 32.38663357% 2 May 2017 32.61175889% 2 Jun 2017 32.83898940% 2 Jul 2017 33.14012193% SCHEDULE 5 TO LEASE SCHEDULE OF NET SPECIALTY CASUALTY VALUES PART A Percentage of DATE Facility Cost 2 Oct 1989 16.37144179% 2 Nov 1989 16.69797729% 2 Dec 1989 17.02814997% 2 Jan 1990 17.32671169% 2 Feb 1990 20.15477039% 2 Mar 1990 20.51140625% 2 Apr 1990 20.86809430% 2 May 1990 21.19719937% 2 Jun 1990 21.52996971% 2 Jul 1990 21.83488958% 2 Aug 1990 26.98055601% 2 Sep 1990 27.39070646% 2 Oct 1990 27.77387084% 2 Nov 1990 28.16130404% 2 Dec 1990 28.55305367% 2 Jan 1991 28.75991476% 2 Feb 1991 29.12594858% 2 Mar 1991 29.49632853% 2 Apr 1991 29.85689805% 2 May 1991 30.19258469% 2 Jun 1991 30.53200876% 2 Jul 1991 30.84631339% 2 Aug 1991 31.16411628% 2 Sep 1991 31.48545640% 2 Oct 1991 31.78147462% 2 Nov 1991 32.08078637% 2 Dec 1991 32.38342833% 2 Jan 1992 32.66053907% 2 Feb 1992 32.94073166% 2 Mar 1992 33.22404041% 2 Apr 1992 33.49765623% 2 May 1992 33.75651902% 2 Jun 1992 34.01825920% 2 Jul 1992 34.26511338% 2 Aug 1992 34.51471048% 2 Sep 1992 34.76708104% 2 Oct 1992 35.00446047% 2 Nov 1992 35.24447654% 2 Dec 1992 35.48715858% 2 Jan 1993 36.53967690% 2 Feb 1993 36.77321940% 2 Mar 1993 37.00935510% 2 Apr 1993 37.24267263% 2 May 1993 37.46128515% 2 Jun 1993 37.68232358% 2 Jul 1993 37.88851948% 2 Aug 1993 38.09700223% 2 Sep 1993 38.30779723% 2 Oct 1993 38.50363477% 2 Nov 1993 38.70164296% 2 Dec 1993 38.90184588% 2 Jan 1994 39.08697251% 2 Feb 1994 39.27414959% 2 Mar 1994 39.46339992% 2 Apr 1994 39.65260683% 2 May 1994 39.82784160% 2 Jun 1994 40.00501566% 2 Jul 1994 40.16808278% 2 Aug 1994 40.33295288% 2 Sep 1994 40.49964592% 2 Oct 1994 40.65211441% 2 Nov 1994 40.80626691% 2 Dec 1994 40.96212206% 2 Jan 1995 41.10363102% 2 Feb 1995 41.24670101% 2 Mar 1995 41.39134927% 2 Apr 1995 41.53759328% 2 May 1995 41.67072536% 2 Jun 1995 41.80532411% 2 Jul 1995 41.92668045% 2 Aug 1995 42.04937149% 2 Sep 1995 42.17341198% 2 Oct 1995 42.28409148% 2 Nov 1995 42.39598582% 2 Dec 1995 42.50910837% 2 Jan 1996 42.60874736% 2 Feb 1996 42.70947721% 2 Mar 1996 42.81130993% 2 Apr 1996 42.91425764% 2 May 1996 43.00560752% 2 Jun 1996 43.09795484% 2 Jul 1996 43.17858545% 2 Aug 1996 43.26009331% 2 Sep 1996 43.34248799% 2 Oct 1996 43.41305413% 2 Nov 1996 43.48438441% 2 Dec 1996 43.55648715% 2 Jan 1997 43.61664568% 2 Feb 1997 43.67745140% 2 Mar 1997 43.73891132% 2 Apr 1997 43.80103251% 2 May 1997 43.84842862% 2 Jun 1997 43.89632840% 2 Jul 1997 43.92934372% 2 Aug 1997 46.43322757% 2 Sep 1997 46.51762681% 2 Oct 1997 46.58754879% 2 Nov 1997 46.65822500% 2 Dec 1997 46.72966363% 2 Jan 1998 46.78647945% 2 Feb 1998 46.84390231% 2 Mar 1998 46.90193878% 2 Apr 1998 46.96059544% 2 May 1998 47.00430970% 2 Jun 1998 47.04848362% 2 Jul 1998 47.07755278% 2 Aug 1998 47.10691743% 2 Sep 1998 47.13658062% 2 Oct 1998 47.15097611% 2 Nov 1998 47.16550234% 2 Dec 1998 47.18016049% 2 Jan 1999 47.19303962% 2 Feb 1999 47.20603173% 2 Mar 1999 47.21913781% 2 Apr 1999 47.23235888% 2 May 1999 47.24569592% 2 Jun 1999 47.25914997% 2 Jul 1999 47.27272204% 2 Aug 1999 47.28641318% 2 Sep 1999 47.30022442% 2 Oct 1999 47.31415683% 2 Nov 1999 47.32821148% 2 Dec 1999 47.34238940% 2 Jan 2000 47.35669171% 2 Feb 2000 47.37111950% 2 Mar 2000 47.38567385% 2 Apr 2000 47.40035588% 2 May 2000 47.41516672% 2 Jun 2000 47.43010747% 2 Jul 2000 47.44517931% 2 Aug 2000 47.46038336% 2 Sep 2000 47.47572080% 2 Oct 2000 47.49119280% 2 Nov 2000 47.50680051% 2 Dec 2000 47.52254515% 2 Jan 2001 47.53842792% 2 Feb 2001 47.55445001% 2 Mar 2001 47.57061267% 2 Apr 2001 47.58691712% 2 May 2001 47.60336460% 2 Jun 2001 47.61995637% 2 Jul 2001 47.63669369% 2 Aug 2001 47.65357785% 2 Sep 2001 47.67061012% 2 Oct 2001 47.68779182% 2 Nov 2001 47.70512424% 2 Dec 2001 47.72260873% 2 Jan 2002 47.74024658% 2 Feb 2002 47.75803918% 2 Mar 2002 47.77598786% 2 Apr 2002 47.79409401% 2 May 2002 47.81235899% 2 Jun 2002 47.83078421% 2 Jul 2002 47.84937107% 2 Aug 2002 47.86812098% 2 Sep 2002 47.88703538% 2 Oct 2002 47.90611571% 2 Nov 2002 47.92536343% 2 Dec 2002 47.94478000% 2 Jan 2003 47.96436691% 2 Feb 2003 46.54270098% 2 Mar 2003 46.56263306% 2 Apr 2003 46.58273999% 2 May 2003 46.60302332% 2 Jun 2003 46.62348459% 2 Jul 2003 46.64632759% 2 Aug 2003 45.22572477% 2 Sep 2003 45.24672927% 2 Oct 2003 45.26791805% 2 Nov 2003 45.28929270% 2 Dec 2003 45.31085487% 2 Jan 2004 45.33703527% 2 Feb 2004 45.14276372% 2 Mar 2004 45.16489836% 2 Apr 2004 45.18722717% 2 May 2004 45.20975187% 2 Jun 2004 45.23247418% 2 Jul 2004 45.25539582% 2 Aug 2004 45.27851854% 2 Sep 2004 45.30184412% 2 Oct 2004 45.32537433% 2 Nov 2004 45.34911095% 2 Dec 2004 45.37305581% 2 Jan 2005 45.39721073% 2 Feb 2005 45.40355975% 2 Mar 2005 45.42814034% 2 Apr 2005 45.45293657% 2 May 2005 45.47795033% 2 Jun 2005 45.50318352% 2 Jul 2005 45.52863808% 2 Aug 2005 45.53629814% 2 Sep 2005 45.56220127% 2 Oct 2005 45.58833165% 2 Nov 2005 45.61469125% 2 Dec 2005 45.64128210% 2 Jan 2006 45.66810622% 2 Feb 2006 45.41202868% 2 Mar 2006 45.43932551% 2 Apr 2006 45.46686180% 2 May 2006 45.49463966% 2 Jun 2006 45.52266121% 2 Jul 2006 45.55092859% 2 Aug 2006 45.29630697% 2 Sep 2006 45.32507247% 2 Oct 2006 45.35409034% 2 Nov 2006 45.38336277% 2 Dec 2006 45.41289200% 2 Jan 2007 45.44268028% 2 Feb 2007 45.13811345% 2 Mar 2007 45.16842667% 2 Apr 2007 45.19900582% 2 May 2007 45.22985323% 2 Jun 2007 45.26097126% 2 Jul 2007 45.29236227% 2 Aug 2007 44.98941224% 2 Sep 2007 45.02135643% 2 Oct 2007 45.05358087% 2 Nov 2007 45.08608800% 2 Dec 2007 45.11888032% 2 Jan 2008 45.15196031% 2 Feb 2008 44.56757707% 2 Mar 2008 44.60124000% 2 Apr 2008 44.63519825% 2 May 2008 44.66945441% 2 Jun 2008 44.70401108% 2 Jul 2008 44.73887091% 2 Aug 2008 44.15628313% 2 Sep 2008 44.19175727% 2 Oct 2008 44.22754262% 2 Nov 2008 44.26364190% 2 Dec 2008 44.30005788% 2 Jan 2009 44.33679331% 2 Feb 2009 43.08686471% 2 Mar 2009 43.12424752% 2 Apr 2009 43.16195827% 2 May 2009 43.19999985% 2 Jun 2009 43.23837515% 2 Jul 2009 43.27708710% 2 Aug 2009 42.02915237% 2 Sep 2009 42.06854653% 2 Oct 2009 42.10828628% 2 Nov 2009 42.14837466% 2 Dec 2009 42.18881471% 2 Jan 2010 42.22960954% 2 Feb 2010 40.98377595% 2 Mar 2010 41.02528968% 2 Apr 2010 41.06716760% 2 May 2010 41.10941290% 2 Jun 2010 41.15202880% 2 Jul 2010 41.20074728% 2 Aug 2010 39.95712787% 2 Sep 2010 40.00087521% 2 Oct 2010 40.04500635% 2 Nov 2010 40.08952462% 2 Dec 2010 40.13443344% 2 Jan 2011 40.19125768% 2 Feb 2011 37.81742366% 2 Mar 2011 37.86352479% 2 Apr 2011 37.91003036% 2 May 2011 37.95694391% 2 Jun 2011 38.00426902% 2 Jul 2011 38.07188086% 2 Aug 2011 35.70050570% 2 Sep 2011 35.74908728% 2 Oct 2011 35.79809504% 2 Nov 2011 35.84753274% 2 Dec 2011 35.89740414% 2 Jan 2012 35.97602804% 2 Feb 2012 33.60724405% 2 Mar 2012 33.65843952% 2 Apr 2012 33.71008410% 2 May 2012 33.76218176% 2 Jun 2012 33.81473646% 2 Jul 2012 33.88923811% 2 Aug 2012 31.52318469% 2 Sep 2012 31.57713469% 2 Oct 2012 31.63155798% 2 Nov 2012 31.68645871% 2 Dec 2012 31.74184107% 2 Jan 2013 31.81228980% 2 Feb 2013 30.45296319% 2 Mar 2013 30.50981594% 2 Apr 2013 30.56716743% 2 May 2013 30.62502205% 2 Jun 2013 30.68338422% 2 Jul 2013 30.75683889% 2 Aug 2013 29.40054460% 2 Sep 2013 29.46045626% 2 Oct 2013 29.52089351% 2 Nov 2013 29.58186097% 2 Dec 2013 29.64336326% 2 Jan 2014 29.71998562% 2 Feb 2014 28.23818817% 2 Mar 2014 28.30132333% 2 Apr 2014 28.36501236% 2 May 2014 28.42926012% 2 Jun 2014 28.49407150% 2 Jul 2014 28.57469103% 2 Aug 2014 27.09626099% 2 Sep 2014 27.16279309% 2 Oct 2014 27.22990886% 2 Nov 2014 27.29761341% 2 Dec 2014 27.36591192% 2 Jan 2015 27.45071561% 2 Feb 2015 25.97583415% 2 Mar 2015 26.04594596% 2 Apr 2015 26.11667284% 2 May 2015 26.18802019% 2 Jun 2015 26.25999345% 2 Jul 2015 26.34850412% 2 Aug 2015 24.87736216% 2 Sep 2015 24.95124629% 2 Oct 2015 25.02577858% 2 Nov 2015 25.10096472% 2 Dec 2015 25.17681045% 2 Jan 2016 25.26922757% 2 Feb 2016 23.80202631% 2 Mar 2016 23.87988572% 2 Apr 2016 23.95842816% 2 May 2016 24.03765964% 2 Jun 2016 24.11758618% 2 Jul 2016 24.19821391% 2 Aug 2016 22.73516539% 2 Sep 2016 22.81721397% 2 Oct 2016 22.89998233% 2 Nov 2016 22.98347679% 2 Dec 2016 23.06770372% 2 Jan 2017 23.15266956% 2 Feb 2017 23.14163069% 2 Mar 2017 23.22809382% 2 Apr 2017 23.31531547% 2 May 2017 23.45911522% 2 Jun 2017 23.60431055% 2 Jul 2017 23.82481595% SCHEDULE 5 TO LEASE SCHEDULE OF NET SPECIALTY CASUALTY VALUES PART B Percentage of DATE Facility Cost 2 Oct 1989 17.80906175% 2 Nov 1989 18.16427119% 2 Dec 1989 18.52343722% 2 Jan 1990 18.84821644% 2 Feb 1990 21.92461452% 2 Mar 1990 22.31256752% 2 Apr 1990 22.70057730% 2 May 1990 23.05858196% 2 Jun 1990 23.42057376% 2 Jul 1990 23.75226945% 2 Aug 1990 29.34979057% 2 Sep 1990 29.79595743% 2 Oct 1990 30.21276849% 2 Nov 1990 30.63422323% 2 Dec 1990 31.06037344% 2 Jan 1991 31.28539956% 2 Feb 1991 31.68357578% 2 Mar 1991 32.08647978% 2 Apr 1991 32.47871188% 2 May 1991 32.84387605% 2 Jun 1991 33.21310586% 2 Jul 1991 33.55501042% 2 Aug 1991 33.90072043% 2 Sep 1991 34.25027827% 2 Oct 1991 34.57229065% 2 Nov 1991 34.89788576% 2 Dec 1991 35.22710352% 2 Jan 1992 35.52854809% 2 Feb 1992 35.83334514% 2 Mar 1992 36.14153199% 2 Apr 1992 36.43917474% 2 May 1992 36.72076896% 2 Jun 1992 37.00549325% 2 Jul 1992 37.27402435% 2 Aug 1992 37.54553924% 2 Sep 1992 37.82007113% 2 Oct 1992 38.07829547% 2 Nov 1992 38.33938800% 2 Dec 1992 38.60338059% 2 Jan 1993 39.74832335% 2 Feb 1993 40.00237385% 2 Mar 1993 40.25924525% 2 Apr 1993 40.51305102% 2 May 1993 40.75086048% 2 Jun 1993 40.99130888% 2 Jul 1993 41.21561139% 2 Aug 1993 41.44240157% 2 Sep 1993 41.67170704% 2 Oct 1993 41.88474161% 2 Nov 1993 42.10013742% 2 Dec 1993 42.31792069% 2 Jan 1994 42.51930378% 2 Feb 1994 42.72291738% 2 Mar 1994 42.92878629% 2 Apr 1994 43.13460796% 2 May 1994 43.32523057% 2 Jun 1994 43.51796275% 2 Jul 1994 43.69534923% 2 Aug 1994 43.87469701% 2 Sep 1994 44.05602781% 2 Oct 1994 44.22188496% 2 Nov 1994 44.38957401% 2 Dec 1994 44.55911522% 2 Jan 1995 44.71305046% 2 Feb 1995 44.86868380% 2 Mar 1995 45.02603401% 2 Apr 1995 45.18512010% 2 May 1995 45.32994286% 2 Jun 1995 45.47636109% 2 Jul 1995 45.60837404% 2 Aug 1995 45.74183891% 2 Sep 1995 45.87677173% 2 Oct 1995 45.99717030% 2 Nov 1995 46.11889037% 2 Dec 1995 46.24194652% 2 Jan 1996 46.35033507% 2 Feb 1996 46.45991028% 2 Mar 1996 46.57068520% 2 Apr 1996 46.68267303% 2 May 1996 46.78204458% 2 Jun 1996 46.88250116% 2 Jul 1996 46.97021216% 2 Aug 1996 47.05887744% 2 Sep 1996 47.14850743% 2 Oct 1996 47.22527016% 2 Nov 1996 47.30286415% 2 Dec 1996 47.38129842% 2 Jan 1997 47.44673964% 2 Feb 1997 47.51288487% 2 Mar 1997 47.57974174% 2 Apr 1997 47.64731796% 2 May 1997 47.69887605% 2 Jun 1997 47.75098204% 2 Jul 1997 47.78689652% 2 Aug 1997 50.51065309% 2 Sep 1997 50.60246365% 2 Oct 1997 50.67852567% 2 Nov 1997 50.75540814% 2 Dec 1997 50.83311999% 2 Jan 1998 50.89492495% 2 Feb 1998 50.95739028% 2 Mar 1998 51.02052308% 2 Apr 1998 51.08433054% 2 May 1998 51.13188347% 2 Jun 1998 51.17993642% 2 Jul 1998 51.21155822% 2 Aug 1998 51.24350146% 2 Sep 1998 51.27576944% 2 Oct 1998 51.29142904% 2 Nov 1998 51.30723086% 2 Dec 1998 51.32317618% 2 Jan 1999 51.33718626% 2 Feb 1999 51.35131924% 2 Mar 1999 51.36557620% 2 Apr 1999 51.37995825% 2 May 1999 51.39446645% 2 Jun 1999 51.40910193% 2 Jul 1999 51.42386581% 2 Aug 1999 51.43875920% 2 Sep 1999 51.45378325% 2 Oct 1999 51.46893910% 2 Nov 1999 51.48422792% 2 Dec 1999 51.49965084% 2 Jan 2000 51.51520908% 2 Feb 2000 51.53090380% 2 Mar 2000 51.54673621% 2 Apr 2000 51.56270752% 2 May 2000 51.57881893% 2 Jun 2000 51.59507167% 2 Jul 2000 51.61146701% 2 Aug 2000 51.62800617% 2 Sep 2000 51.64469043% 2 Oct 2000 51.66152106% 2 Nov 2000 51.67849933% 2 Dec 2000 51.69562655% 2 Jan 2001 51.71290403% 2 Feb 2001 51.73033307% 2 Mar 2001 51.74791500% 2 Apr 2001 51.76565119% 2 May 2001 51.78354297% 2 Jun 2001 51.80159171% 2 Jul 2001 51.81979878% 2 Aug 2001 51.83816558% 2 Sep 2001 51.85669350% 2 Oct 2001 51.87538397% 2 Nov 2001 51.89423840% 2 Dec 2001 51.91325824% 2 Jan 2002 51.93244493% 2 Feb 2002 51.95179994% 2 Mar 2002 51.97132474% 2 Apr 2002 51.99102084% 2 May 2002 52.01088972% 2 Jun 2002 52.03093290% 2 Jul 2002 52.05115192% 2 Aug 2002 52.07154831% 2 Sep 2002 52.09212364% 2 Oct 2002 52.11287946% 2 Nov 2002 52.13381738% 2 Dec 2002 52.15493896% 2 Jan 2003 52.17624586% 2 Feb 2003 50.62973965% 2 Mar 2003 50.65142202% 2 Apr 2003 50.67329459% 2 May 2003 50.69535905% 2 Jun 2003 50.71761708% 2 Jul 2003 50.74246598% 2 Aug 2003 49.19711625% 2 Sep 2003 49.21996521% 2 Oct 2003 49.24301463% 2 Nov 2003 49.26626625% 2 Dec 2003 49.28972185% 2 Jan 2004 49.31820122% 2 Feb 2004 49.10687016% 2 Mar 2004 49.13094851% 2 Apr 2004 49.15523807% 2 May 2004 49.17974072% 2 Jun 2004 49.20445834% 2 Jul 2004 49.22939279% 2 Aug 2004 49.25454598% 2 Sep 2004 49.27991984% 2 Oct 2004 49.30551630% 2 Nov 2004 49.33133729% 2 Dec 2004 49.35738482% 2 Jan 2005 49.38366085% 2 Feb 2005 49.39056740% 2 Mar 2005 49.41730647% 2 Apr 2005 49.44428012% 2 May 2005 49.47149041% 2 Jun 2005 49.49893939% 2 Jul 2005 49.52662919% 2 Aug 2005 49.53496190% 2 Sep 2005 49.56313965% 2 Oct 2005 49.59156460% 2 Nov 2005 49.62023891% 2 Dec 2005 49.64916478% 2 Jan 2006 49.67834440% 2 Feb 2006 49.39978000% 2 Mar 2006 49.42947383% 2 Apr 2006 49.45942817% 2 May 2006 49.48964527% 2 Jun 2006 49.52012747% 2 Jul 2006 49.55087708% 2 Aug 2006 49.27389646% 2 Sep 2006 49.30518794% 2 Oct 2006 49.33675394% 2 Nov 2006 49.36859686% 2 Dec 2006 49.40071913% 2 Jan 2007 49.43312320% 2 Feb 2007 49.10181154% 2 Mar 2007 49.13478665% 2 Apr 2007 49.16805104% 2 May 2007 49.20160724% 2 Jun 2007 49.23545782% 2 Jul 2007 49.26960537% 2 Aug 2007 48.94005248% 2 Sep 2007 48.97480178% 2 Oct 2007 49.00985593% 2 Nov 2007 49.04521760% 2 Dec 2007 49.08088950% 2 Jan 2008 49.11687433% 2 Feb 2008 48.48117484% 2 Mar 2008 48.51779380% 2 Apr 2008 48.55473402% 2 May 2008 48.59199830% 2 Jun 2008 48.62958949% 2 Jul 2008 48.66751045% 2 Aug 2008 48.03376408% 2 Sep 2008 48.07235330% 2 Oct 2008 48.11128106% 2 Nov 2008 48.15055031% 2 Dec 2008 48.19016408% 2 Jan 2009 48.23012535% 2 Feb 2009 46.87043719% 2 Mar 2009 46.91110267% 2 Apr 2009 46.95212491% 2 May 2009 46.99350702% 2 Jun 2009 47.03525216% 2 Jul 2009 47.07736351% 2 Aug 2009 45.71984431% 2 Sep 2009 45.76269777% 2 Oct 2009 45.80592717% 2 Nov 2009 45.84953582% 2 Dec 2009 45.89352702% 2 Jan 2010 45.93790415% 2 Feb 2010 44.58267060% 2 Mar 2010 44.62782976% 2 Apr 2010 44.67338509% 2 May 2010 44.71934005% 2 Jun 2010 44.76569817% 2 Jul 2010 44.81869475% 2 Aug 2010 43.46586981% 2 Sep 2010 43.51345872% 2 Oct 2010 43.56146512% 2 Nov 2010 43.60989267% 2 Dec 2010 43.65874505% 2 Jan 2011 43.72055918% 2 Feb 2011 41.13827246% 2 Mar 2011 41.18842186% 2 Apr 2011 41.23901121% 2 May 2011 41.29004436% 2 Jun 2011 41.34152521% 2 Jul 2011 41.41507423% 2 Aug 2011 38.83546230% 2 Sep 2011 38.88830995% 2 Oct 2011 38.94162122% 2 Nov 2011 38.99540017% 2 Dec 2011 39.04965091% 2 Jan 2012 39.13517898% 2 Feb 2012 36.55838575% 2 Mar 2012 36.61407683% 2 Apr 2012 36.67025647% 2 May 2012 36.72692896% 2 Jun 2012 36.78409862% 2 Jul 2012 36.86514246% 2 Aug 2012 34.29131959% 2 Sep 2012 34.35000708% 2 Oct 2012 34.40920943% 2 Nov 2012 34.46893113% 2 Dec 2012 34.52917676% 2 Jan 2013 34.60581179% 2 Feb 2013 33.12711909% 2 Mar 2013 33.18896422% 2 Apr 2013 33.25135191% 2 May 2013 33.31428689% 2 Jun 2013 33.37777400% 2 Jul 2013 33.45767892% 2 Aug 2013 31.98228481% 2 Sep 2013 32.04745748% 2 Oct 2013 32.11320188% 2 Nov 2013 32.17952305% 2 Dec 2013 32.24642603% 2 Jan 2014 32.32977680% 2 Feb 2014 30.71785876% 2 Mar 2014 30.78653799% 2 Apr 2014 30.85581972% 2 May 2014 30.92570925% 2 Jun 2014 30.99621189% 2 Jul 2014 31.08391084% 2 Aug 2014 29.47565591% 2 Sep 2014 29.54803038% 2 Oct 2014 29.62103976% 2 Nov 2014 29.69468963% 2 Dec 2014 29.76898561% 2 Jan 2015 29.86123614% 2 Feb 2015 28.25684140% 2 Mar 2015 28.33310992% 2 Apr 2015 28.41004751% 2 May 2015 28.48766007% 2 Jun 2015 28.56595349% 2 Jul 2015 28.66223652% 2 Aug 2015 27.06190966% 2 Sep 2015 27.14228176% 2 Oct 2015 27.22335893% 2 Nov 2015 27.30514736% 2 Dec 2015 27.38765331% 2 Jan 2016 27.48818582% 2 Feb 2016 25.89214571% 2 Mar 2016 25.97684216% 2 Apr 2016 26.06228162% 2 May 2016 26.14847062% 2 Jun 2016 26.23541573% 2 Jul 2016 26.32312359% 2 Aug 2016 24.73160088% 2 Sep 2016 24.82085436% 2 Oct 2016 24.91089084% 2 Nov 2016 25.00171717% 2 Dec 2016 25.09334029% 2 Jan 2017 25.18576721% 2 Feb 2017 25.17375898% 2 Mar 2017 25.26781467% 2 Apr 2017 25.36269549% 2 May 2017 25.51912268% 2 Jun 2017 25.67706800% 2 Jul 2017 25.91693656% SCHEDULE 5 TO LEASE SCHEDULE OF NET SPECIALTY CASUALTY VALUES PART C Percentage of DATE Facility Cost 2 Oct 1989 15.90094799% 2 Nov 1989 16.21809928% 2 Dec 1989 16.53878323% 2 Jan 1990 16.82876468% 2 Feb 1990 19.57554868% 2 Mar 1990 19.92193529% 2 Apr 1990 20.26837259% 2 May 1990 20.58801961% 2 Jun 1990 20.91122657% 2 Jul 1990 21.20738344% 2 Aug 1990 26.20517015% 2 Sep 1990 26.60353342% 2 Oct 1990 26.97568615% 2 Nov 1990 27.35198503% 2 Dec 1990 27.73247629% 2 Jan 1991 27.93339246% 2 Feb 1991 28.28890695% 2 Mar 1991 28.64864266% 2 Apr 1991 28.99884989% 2 May 1991 29.32488933% 2 Jun 1991 29.65455880% 2 Jul 1991 29.95983073% 2 Aug 1991 30.26850038% 2 Sep 1991 30.58060560% 2 Oct 1991 30.86811665% 2 Nov 1991 31.15882657% 2 Dec 1991 31.45277100% 2 Jan 1992 31.72191794% 2 Feb 1992 31.99405816% 2 Mar 1992 32.26922499% 2 Apr 1992 32.53497745% 2 May 1992 32.78640086% 2 Jun 1992 33.04061897% 2 Jul 1992 33.28037888% 2 Aug 1992 33.52280289% 2 Sep 1992 33.76792065% 2 Oct 1992 33.99847810% 2 Nov 1992 34.23159643% 2 Dec 1992 34.46730410% 2 Jan 1993 35.48957442% 2 Feb 1993 35.71640522% 2 Mar 1993 35.94575469% 2 Apr 1993 36.17236698% 2 May 1993 36.38469686% 2 Jun 1993 36.59938293% 2 Jul 1993 36.79965303% 2 Aug 1993 37.00214426% 2 Sep 1993 37.20688129% 2 Oct 1993 37.39709072% 2 Nov 1993 37.58940841% 2 Dec 1993 37.78385776% 2 Jan 1994 37.96366409% 2 Feb 1994 38.14546195% 2 Mar 1994 38.32927347% 2 Apr 1994 38.51304282% 2 May 1994 38.68324158% 2 Jun 1994 38.85532388% 2 Jul 1994 39.01370467% 2 Aug 1994 39.17383662% 2 Sep 1994 39.33573912% 2 Oct 1994 39.48382586% 2 Nov 1994 39.63354822% 2 Dec 1994 39.78492430% 2 Jan 1995 39.92236648% 2 Feb 1995 40.06132482% 2 Mar 1995 40.20181608% 2 Apr 1995 40.34385723% 2 May 1995 40.47316327% 2 Jun 1995 40.60389383% 2 Jul 1995 40.72176254% 2 Aug 1995 40.84092760% 2 Sep 1995 40.96140333% 2 Oct 1995 41.06890205% 2 Nov 1995 41.17758069% 2 Dec 1995 41.28745225% 2 Jan 1996 41.38422774% 2 Feb 1996 41.48206275% 2 Mar 1996 41.58096893% 2 Apr 1996 41.68095806% 2 May 1996 41.76968266% 2 Jun 1996 41.85937604% 2 Jul 1996 41.93768943% 2 Aug 1996 42.01685486% 2 Sep 1996 42.09688163% 2 Oct 1996 42.16541979% 2 Nov 1996 42.23470013% 2 Dec 1996 42.30473073% 2 Jan 1997 42.36316039% 2 Feb 1997 42.42221863% 2 Mar 1997 42.48191227% 2 Apr 1997 42.54224818% 2 May 1997 42.58828219% 2 Jun 1997 42.63480539% 2 Jul 1997 42.66687189% 2 Aug 1997 45.09879740% 2 Sep 1997 45.18077112% 2 Oct 1997 45.24868363% 2 Nov 1997 45.31732870% 2 Dec 1997 45.38671428% 2 Jan 1998 45.44189728% 2 Feb 1998 45.49766989% 2 Mar 1998 45.55403846% 2 Apr 1998 45.61100941% 2 May 1998 45.65346738% 2 Jun 1998 45.69637180% 2 Jul 1998 45.72460555% 2 Aug 1998 45.75312630% 2 Sep 1998 45.78193700% 2 Oct 1998 45.79591879% 2 Nov 1998 45.81002755% 2 Dec 1998 45.82426445% 2 Jan 1999 45.83677345% 2 Feb 1999 45.84939218% 2 Mar 1999 45.86212161% 2 Apr 1999 45.87496272% 2 May 1999 45.88791647% 2 Jun 1999 45.90098387% 2 Jul 1999 45.91416590% 2 Aug 1999 45.92746357% 2 Sep 1999 45.94087790% 2 Oct 1999 45.95440991% 2 Nov 1999 45.96806064% 2 Dec 1999 45.98183111% 2 Jan 2000 45.99572239% 2 Feb 2000 46.00973554% 2 Mar 2000 46.02387162% 2 Apr 2000 46.03813171% 2 May 2000 46.05251690% 2 Jun 2000 46.06702828% 2 Jul 2000 46.08166697% 2 Aug 2000 46.09643408% 2 Sep 2000 46.11133074% 2 Oct 2000 46.12635809% 2 Nov 2000 46.14151726% 2 Dec 2000 46.15680942% 2 Jan 2001 46.17223574% 2 Feb 2001 46.18779738% 2 Mar 2001 46.20349554% 2 Apr 2001 46.21933142% 2 May 2001 46.23530622% 2 Jun 2001 46.25142117% 2 Jul 2001 46.26767748% 2 Aug 2001 46.28407641% 2 Sep 2001 46.30061920% 2 Oct 2001 46.31730712% 2 Nov 2001 46.33414143% 2 Dec 2001 46.35112343% 2 Jan 2002 46.36825440% 2 Feb 2002 46.38553566% 2 Mar 2002 46.40296852% 2 Apr 2002 46.42055432% 2 May 2002 46.43829439% 2 Jun 2002 46.45619009% 2 Jul 2002 46.47424279% 2 Aug 2002 46.49245385% 2 Sep 2002 46.51082468% 2 Oct 2002 46.52935666% 2 Nov 2002 46.54805123% 2 Dec 2002 46.56690979% 2 Jan 2003 46.58593380% 2 Feb 2003 45.20512469% 2 Mar 2003 45.22448395% 2 Apr 2003 45.24401303% 2 May 2003 45.26371344% 2 Jun 2003 45.28358668% 2 Jul 2003 45.30577320% 2 Aug 2003 43.92599665% 2 Sep 2003 43.94639751% 2 Oct 2003 43.96697735% 2 Nov 2003 43.98773772% 2 Dec 2003 44.00868022% 2 Jan 2004 44.03410823% 2 Feb 2004 43.84541979% 2 Mar 2004 43.86691831% 2 Apr 2004 43.88860542% 2 May 2004 43.91048279% 2 Jun 2004 43.93255209% 2 Jul 2004 43.95481499% 2 Aug 2004 43.97727320% 2 Sep 2004 43.99992843% 2 Oct 2004 44.02278241% 2 Nov 2004 44.04583687% 2 Dec 2004 44.06909359% 2 Jan 2005 44.09255433% 2 Feb 2005 44.09872089% 2 Mar 2005 44.12259506% 2 Apr 2005 44.14667868% 2 May 2005 44.17097358% 2 Jun 2005 44.19548160% 2 Jul 2005 44.22020463% 2 Aug 2005 44.22764455% 2 Sep 2005 44.25280326% 2 Oct 2005 44.27818268% 2 Nov 2005 44.30378474% 2 Dec 2005 44.32961141% 2 Jan 2006 44.35566464% 2 Feb 2006 44.10694643% 2 Mar 2006 44.13345878% 2 Apr 2006 44.16020372% 2 May 2006 44.18718328% 2 Jun 2006 44.21439953% 2 Jul 2006 44.24185454% 2 Aug 2006 43.99455041% 2 Sep 2006 44.02248923% 2 Oct 2006 44.05067316% 2 Nov 2006 44.07910434% 2 Dec 2006 44.10778494% 2 Jan 2007 44.13671714% 2 Feb 2007 43.84090316% 2 Mar 2007 43.87034522% 2 Apr 2007 43.90004557% 2 May 2007 43.93000646% 2 Jun 2007 43.96023020% 2 Jul 2007 43.99071908% 2 Aug 2007 43.69647543% 2 Sep 2007 43.72750159% 2 Oct 2007 43.75879994% 2 Nov 2007 43.79037286% 2 Dec 2007 43.82222277% 2 Jan 2008 43.85435208% 2 Feb 2008 43.28676325% 2 Mar 2008 43.31945875% 2 Apr 2008 43.35244109% 2 May 2008 43.38571277% 2 Jun 2008 43.41927633% 2 Jul 2008 43.45313433% 2 Aug 2008 42.88728936% 2 Sep 2008 42.92174402% 2 Oct 2008 42.95650095% 2 Nov 2008 42.99156278% 2 Dec 2008 43.02693221% 2 Jan 2009 43.06261192% 2 Feb 2009 41.84860463% 2 Mar 2009 41.88491310% 2 Apr 2009 41.92154010% 2 May 2009 41.95848841% 2 Jun 2009 41.99576086% 2 Jul 2009 42.03336028% 2 Aug 2009 40.82128956% 2 Sep 2009 40.85955158% 2 Oct 2009 40.89814926% 2 Nov 2009 40.93708555% 2 Dec 2009 40.97636341% 2 Jan 2010 41.01598585% 2 Feb 2010 39.80595589% 2 Mar 2010 39.84627657% 2 Apr 2010 39.88695097% 2 May 2010 39.92798219% 2 Jun 2010 39.96937337% 2 Jul 2010 40.01669174% 2 Aug 2010 38.80881233% 2 Sep 2010 38.85130243% 2 Oct 2010 38.89416529% 2 Nov 2010 38.93740417% 2 Dec 2010 38.98102237% 2 Jan 2011 39.03621355% 2 Feb 2011 36.73060041% 2 Mar 2011 36.77537666% 2 Apr 2011 36.82054572% 2 May 2011 36.86611104% 2 Jun 2011 36.91207608% 2 Jul 2011 36.97774485% 2 Aug 2011 34.67451991% 2 Sep 2011 34.72170531% 2 Oct 2011 34.76930466% 2 Nov 2011 34.81732158% 2 Dec 2011 34.86575974% 2 Jan 2012 34.94212409% 2 Feb 2012 32.64141585% 2 Mar 2012 32.69114003% 2 Apr 2012 32.74130042% 2 May 2012 32.79190086% 2 Jun 2012 32.84294520% 2 Jul 2012 32.91530577% 2 Aug 2012 30.61724963% 2 Sep 2012 30.66964918% 2 Oct 2012 30.72250842% 2 Nov 2012 30.77583137% 2 Dec 2012 30.82962211% 2 Jan 2013 30.89804624% 2 Feb 2013 29.57778490% 2 Mar 2013 29.63300377% 2 Apr 2013 29.68870706% 2 May 2013 29.74489901% 2 Jun 2013 29.80158393% 2 Jul 2013 29.87292761% 2 Aug 2013 28.55561144% 2 Sep 2013 28.61380132% 2 Oct 2013 28.67250168% 2 Nov 2013 28.73171701% 2 Dec 2013 28.79145181% 2 Jan 2014 28.86587214% 2 Feb 2014 27.42665961% 2 Mar 2014 27.48798035% 2 Apr 2014 27.54983904% 2 May 2014 27.61224040% 2 Jun 2014 27.67518919% 2 Jul 2014 27.75349182% 2 Aug 2014 26.31754992% 2 Sep 2014 26.38216998% 2 Oct 2014 26.44735693% 2 Nov 2014 26.51311574% 2 Dec 2014 26.57945144% 2 Jan 2015 26.66181798% 2 Feb 2015 25.22932268% 2 Mar 2015 25.29741957% 2 Apr 2015 25.36611385% 2 May 2015 25.43541078% 2 Jun 2015 25.50531562% 2 Jul 2015 25.59128261% 2 Aug 2015 24.16241934% 2 Sep 2015 24.23418014% 2 Oct 2015 24.30657047% 2 Nov 2015 24.37959586% 2 Dec 2015 24.45326188% 2 Jan 2016 24.54302305% 2 Feb 2016 23.11798724% 2 Mar 2016 23.19360907% 2 Apr 2016 23.26989430% 2 May 2016 23.34684877% 2 Jun 2016 23.42447833% 2 Jul 2016 23.50278892% 2 Aug 2016 22.08178650% 2 Sep 2016 22.16147711% 2 Oct 2016 22.24186682% 2 Nov 2016 22.32296176% 2 Dec 2016 22.40476812% 2 Jan 2017 22.48729215% 2 Feb 2017 22.47657052% 2 Mar 2017 22.56054881% 2 Apr 2017 22.64526383% 2 May 2017 22.78493096% 2 Jun 2017 22.92595357% 2 Jul 2017 23.14012193% SCHEDULE 5 TO LEASE SCHEDULE OF NET SPECIALTY CASUALTY VALUES PART D Percentage of DATE Facility Cost 2 Oct 1989 17.35853489% 2 Nov 1989 17.70475838% 2 Dec 1989 18.05483836% 2 Jan 1990 18.37140144% 2 Feb 1990 21.36997398% 2 Mar 1990 21.74811269% 2 Apr 1990 22.12630674% 2 May 1990 22.47525474% 2 Jun 1990 22.82808901% 2 Jul 1990 23.15139359% 2 Aug 1990 28.60731075% 2 Sep 1990 29.04219065% 2 Oct 1990 29.44845738% 2 Nov 1990 29.85925032% 2 Dec 1990 30.27461995% 2 Jan 1991 30.49395344% 2 Feb 1991 30.88205675% 2 Mar 1991 31.27476824% 2 Apr 1991 31.65707780% 2 May 1991 32.01300419% 2 Jun 1991 32.37289336% 2 Jul 1991 32.70614855% 2 Aug 1991 33.04311291% 2 Sep 1991 33.38382778% 2 Oct 1991 33.69769401% 2 Nov 1991 34.01505234% 2 Dec 1991 34.33594168% 2 Jan 1992 34.62976042% 2 Feb 1992 34.92684682% 2 Mar 1992 35.22723728% 2 Apr 1992 35.51735038% 2 May 1992 35.79182094% 2 Jun 1992 36.06934238% 2 Jul 1992 36.33108028% 2 Aug 1992 36.59572649% 2 Sep 1992 36.86331338% 2 Oct 1992 37.11500526% 2 Nov 1992 37.36949277% 2 Dec 1992 37.62680698% 2 Jan 1993 38.74278541% 2 Feb 1993 38.99040903% 2 Mar 1993 39.24078220% 2 Apr 1993 39.48816729% 2 May 1993 39.71996074% 2 Jun 1993 39.95432637% 2 Jul 1993 40.17295456% 2 Aug 1993 40.39400748% 2 Sep 1993 40.61751207% 2 Oct 1993 40.82515737% 2 Nov 1993 41.03510418% 2 Dec 1993 41.24737805% 2 Jan 1994 41.44366663% 2 Feb 1994 41.64212930% 2 Mar 1994 41.84279020% 2 Apr 1994 42.04340508% 2 May 1994 42.22920539% 2 Jun 1994 42.41706190% 2 Jul 1994 42.58996093% 2 Aug 1994 42.76477164% 2 Sep 1994 42.94151521% 2 Oct 1994 43.10317656% 2 Nov 1994 43.26662347% 2 Dec 1994 43.43187569% 2 Jan 1995 43.58191674% 2 Feb 1995 43.73361293% 2 Mar 1995 43.88698255% 2 Apr 1995 44.04204414% 2 May 1995 44.18320324% 2 Jun 1995 44.32591743% 2 Jul 1995 44.45459077% 2 Aug 1995 44.58467930% 2 Sep 1995 44.71619864% 2 Oct 1995 44.83355140% 2 Nov 1995 44.95219225% 2 Dec 1995 45.07213537% 2 Jan 1996 45.17778195% 2 Feb 1996 45.28458517% 2 Mar 1996 45.39255775% 2 Apr 1996 45.50171255% 2 May 1996 45.59857024% 2 Jun 1996 45.69648551% 2 Jul 1996 45.78197763% 2 Aug 1996 45.86839989% 2 Sep 1996 45.95576245% 2 Oct 1996 46.03058327% 2 Nov 1996 46.10621431% 2 Dec 1996 46.18266438% 2 Jan 1997 46.24645009% 2 Feb 1997 46.31092200% 2 Mar 1997 46.37608756% 2 Apr 1997 46.44195426% 2 May 1997 46.49220806% 2 Jun 1997 46.54299588% 2 Jul 1997 46.57800181% 2 Aug 1997 49.23285383% 2 Sep 1997 49.32234181% 2 Oct 1997 49.39647963% 2 Nov 1997 49.47141716% 2 Dec 1997 49.54716309% 2 Jan 1998 49.60740453% 2 Feb 1998 49.66828963% 2 Mar 1998 49.72982532% 2 Apr 1998 49.79201861% 2 May 1998 49.83836856% 2 Jun 1998 49.88520588% 2 Jul 1998 49.91602773% 2 Aug 1998 49.94716288% 2 Sep 1998 49.97861456% 2 Oct 1998 49.99387801% 2 Nov 1998 50.00928008% 2 Dec 1998 50.02482202% 2 Jan 1999 50.03847768% 2 Feb 1999 50.05225313% 2 Mar 1999 50.06614942% 2 Apr 1999 50.08016764% 2 May 1999 50.09430881% 2 Jun 1999 50.10857406% 2 Jul 1999 50.12296444% 2 Aug 1999 50.13748106% 2 Sep 1999 50.15212504% 2 Oct 1999 50.16689749% 2 Nov 1999 50.18179953% 2 Dec 1999 50.19683230% 2 Jan 2000 50.21199694% 2 Feb 2000 50.22729463% 2 Mar 2000 50.24272652% 2 Apr 2000 50.25829378% 2 May 2000 50.27399762% 2 Jun 2000 50.28983921% 2 Jul 2000 50.30581978% 2 Aug 2000 50.32194054% 2 Sep 2000 50.33820272% 2 Oct 2000 50.35460758% 2 Nov 2000 50.37115634% 2 Dec 2000 50.38785028% 2 Jan 2001 50.40469068% 2 Feb 2001 50.42167881% 2 Mar 2001 50.43881596% 2 Apr 2001 50.45610347% 2 May 2001 50.47354262% 2 Jun 2001 50.49113478% 2 Jul 2001 50.50888125% 2 Aug 2001 50.52678341% 2 Sep 2001 50.54484263% 2 Oct 2001 50.56306027% 2 Nov 2001 50.58143773% 2 Dec 2001 50.59997641% 2 Jan 2002 50.61867772% 2 Feb 2002 50.63754310% 2 Mar 2002 50.65657397% 2 Apr 2002 50.67577180% 2 May 2002 50.69513804% 2 Jun 2002 50.71467418% 2 Jul 2002 50.73438171% 2 Aug 2002 50.75426212% 2 Sep 2002 50.77431694% 2 Oct 2002 50.79454769% 2 Nov 2002 50.81495593% 2 Dec 2002 50.83554319% 2 Jan 2003 50.85631107% 2 Feb 2003 49.34892779% 2 Mar 2003 49.37006165% 2 Apr 2003 49.39138089% 2 May 2003 49.41288717% 2 Jun 2003 49.43458213% 2 Jul 2003 49.45880241% 2 Aug 2003 47.95254634% 2 Sep 2003 47.97481728% 2 Oct 2003 47.99728361% 2 Nov 2003 48.01994701% 2 Dec 2003 48.04280924% 2 Jan 2004 48.07056815% 2 Feb 2004 47.86458327% 2 Mar 2004 47.88805249% 2 Apr 2004 47.91172758% 2 May 2004 47.93561038% 2 Jun 2004 47.95970270% 2 Jul 2004 47.98400636% 2 Aug 2004 48.00852324% 2 Sep 2004 48.03325520% 2 Oct 2004 48.05820413% 2 Nov 2004 48.08337192% 2 Dec 2004 48.10876050% 2 Jan 2005 48.13437181% 2 Feb 2005 48.14110364% 2 Mar 2005 48.16716627% 2 Apr 2005 48.19345756% 2 May 2005 48.21997949% 2 Jun 2005 48.24673408% 2 Jul 2005 48.27372339% 2 Aug 2005 48.28184530% 2 Sep 2005 48.30931023% 2 Oct 2005 48.33701609% 2 Nov 2005 48.36496501% 2 Dec 2005 48.39315912% 2 Jan 2006 48.42160057% 2 Feb 2006 48.15008319% 2 Mar 2006 48.17902583% 2 Apr 2006 48.20822239% 2 May 2006 48.23767508% 2 Jun 2006 48.26738615% 2 Jul 2006 48.29735787% 2 Aug 2006 48.02738420% 2 Sep 2006 48.05788408% 2 Oct 2006 48.08865153% 2 Nov 2006 48.11968890% 2 Dec 2006 48.15099856% 2 Jan 2007 48.18258288% 2 Feb 2007 47.85965262% 2 Mar 2007 47.89179353% 2 Apr 2007 47.92421641% 2 May 2007 47.95692372% 2 Jun 2007 47.98991797% 2 Jul 2007 48.02320166% 2 Aug 2007 47.70198568% 2 Sep 2007 47.73585590% 2 Oct 2007 47.77002327% 2 Nov 2007 47.80449037% 2 Dec 2007 47.83925986% 2 Jan 2008 47.87433435% 2 Feb 2008 47.25471655% 2 Mar 2008 47.29040914% 2 Apr 2008 47.32641486% 2 May 2008 47.36273644% 2 Jun 2008 47.39937666% 2 Jul 2008 47.43633831% 2 Aug 2008 46.81862422% 2 Sep 2008 46.85623722% 2 Oct 2008 46.89418020% 2 Nov 2008 46.93245603% 2 Dec 2008 46.97106766% 2 Jan 2009 47.01001801% 2 Feb 2009 45.68472672% 2 Mar 2009 45.72436347% 2 Apr 2009 45.76434794% 2 May 2009 45.80468318% 2 Jun 2009 45.84537227% 2 Jul 2009 45.88641831% 2 Aug 2009 44.56324110% 2 Sep 2009 44.60501047% 2 Oct 2009 44.64714628% 2 Nov 2009 44.68965173% 2 Dec 2009 44.73253006% 2 Jan 2010 44.77578455% 2 Feb 2010 43.45483518% 2 Mar 2010 43.49885192% 2 Apr 2010 43.54325481% 2 May 2010 43.58804722% 2 Jun 2010 43.63323260% 2 Jul 2010 43.68488848% 2 Aug 2010 42.36628679% 2 Sep 2010 42.41267182% 2 Oct 2010 42.45946377% 2 Nov 2010 42.50666622% 2 Dec 2010 42.55428275% 2 Jan 2011 42.61453313% 2 Feb 2011 40.09757211% 2 Mar 2011 40.14645285% 2 Apr 2011 40.19576241% 2 May 2011 40.24550455% 2 Jun 2011 40.29568305% 2 Jul 2011 40.36737146% 2 Aug 2011 37.85301757% 2 Sep 2011 37.90452830% 2 Oct 2011 37.95649092% 2 Nov 2011 38.00890939% 2 Dec 2011 38.06178772% 2 Jan 2012 38.14515213% 2 Feb 2012 35.63354564% 2 Mar 2012 35.68782787% 2 Apr 2012 35.74258629% 2 May 2012 35.79782511% 2 Jun 2012 35.85354851% 2 Jul 2012 35.93254213% 2 Aug 2012 33.42383085% 2 Sep 2012 33.48103369% 2 Oct 2012 33.53873836% 2 Nov 2012 33.59694925% 2 Dec 2012 33.65567080% 2 Jan 2013 33.73036715% 2 Feb 2013 32.28908185% 2 Mar 2013 32.34936245% 2 Apr 2013 32.41017187% 2 May 2013 32.47151475% 2 Jun 2013 32.53339579% 2 Jul 2013 32.61127931% 2 Aug 2013 31.17320916% 2 Sep 2013 31.23673311% 2 Oct 2013 31.30081433% 2 Nov 2013 31.36545774% 2 Dec 2013 31.43066823% 2 Jan 2014 31.51191042% 2 Feb 2014 29.94077007% 2 Mar 2014 30.00771188% 2 Apr 2014 30.07524095% 2 May 2014 30.14336244% 2 Jun 2014 30.21208153% 2 Jul 2014 30.29756190% 2 Aug 2014 28.72999200% 2 Sep 2014 28.80053556% 2 Oct 2014 28.87169798% 2 Nov 2014 28.94348468% 2 Dec 2014 29.01590116% 2 Jan 2015 29.10581796% 2 Feb 2015 27.54201059% 2 Mar 2015 27.61634970% 2 Apr 2015 27.69134095% 2 May 2015 27.76699010% 2 Jun 2015 27.84330289% 2 Jul 2015 27.93715018% 2 Aug 2015 26.37730778% 2 Sep 2015 26.45564665% 2 Oct 2015 26.53467276% 2 Nov 2015 26.61439215% 2 Dec 2015 26.69481089% 2 Jan 2016 26.79280016% 2 Feb 2016 25.23713607% 2 Mar 2016 25.31968990% 2 Apr 2016 25.40296794% 2 May 2016 25.48697657% 2 Jun 2016 25.57172218% 2 Jul 2016 25.65721124% 2 Aug 2016 24.10595026% 2 Sep 2016 24.19294585% 2 Oct 2016 24.28070461% 2 Nov 2016 24.36923325% 2 Dec 2016 24.45853853% 2 Jan 2017 24.54862726% 2 Feb 2017 24.53692282% 2 Mar 2017 24.62859912% 2 Apr 2017 24.72107968% 2 May 2017 24.87354963% 2 Jun 2017 25.02749931% 2 Jul 2017 25.26129977% Schedule U3S Schedule A-1 to Appendix A COLLATERAL TRUST INDENTURE dated as of July 1, 1997 among W3A FUNDING CORPORATION, ENTERGY LOUISIANA, INC. (formerly Louisiana Power & Light Company) and BANKERS TRUST COMPANY, as Trustee ___________ Providing for the Issuance from Time to Time of Securities To Be Issued in One or More Series Issuance of Securities in connection with the Lease of Three Undivided Interests in Unit No. 3 of the Waterford Steam Electric Generating Station St. Charles Parish, Louisiana W3A FUNDING CORPORATION ENTERGY LOUISIANA, INC. Reconciliation and tie between Indenture dated as of July 1, 1997 and Trust Indenture Act of 1939 Section Section of Act of Indenture 310(a)(1) 9.09 (2) 9.09 (3) 9.15(b)(2) (4) Inapplicable (5) 9.09 (b) 9.08, 9.10 (c) 9.13 311(a) 9.13 (b) 9.13 (c) Inapplicable 312(a) 10.01 (b) 10.01 (c) 10.01 313(a) 10.02 (b) 10.02 (c) 10.02 (d) 10.02 314(a) 10.02 (b) 5.06 (c)(1) 1.02 (2) 1.02 (3) 2.04(g)(i) (d)(1) 5.11 (2) Inapplicable (3) 2.04(g)(ii) (e) 1.02 315(a) 9.01, 9.03 (b) 9.02 (c) 9.01 (d)(1) 9.01 (2) 9.01 (3) 9.01 (e) 8.10 316(a)(1)(A) 8.07 (B) 8.08 (2) Inapplicable (a)(last sentence) 1.01 ("Outstanding") (b) 8.11 317(a)(1) 8.05(a) (2) 8.05(d) (b) 5.03 9.14(a) 318(a) 1.07 ____________________ Bond: This reconciliation and tie shall not, for any purpose, be deemed to constitute a part of the Indenture. COLLATERAL TRUST INDENTURE Collateral Trust Indenture, dated as of July 1, 1997, among W3A Funding Corporation, a Delaware corporation (the "Company"), having its principal office and mailing address at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, Entergy Louisiana, Inc. (formerly Louisiana Power & Light Company), a Louisiana corporation ("ELI"), having its principal office and mailing address at 639 Loyola Avenue, New Orleans, Louisiana 70113 and Bankers Trust Company, a New York banking corporation, not in its individual capacity but solely as trustee (hereinafter called the "Trustee") having its corporate trust office at Four Albany Street, New York, New York 10006. RECITALS Whereas, the Company has duly authorized the creation of an issue of its bonds, notes or other evidences of indebtedness to be issued in one or more series (the "Securities") up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture; and to secure the Securities and to provide for the authentication and delivery thereof by the Trustee, the Company has duly authorized the execution and delivery of this Indenture; and Whereas, all acts necessary to make this Indenture a valid instrument for the security of the Securities, in accordance with its and their terms, have been done; Now, Therefore, This Indenture Witnesseth, that, to secure the payment of the principal of and premium, if any, and interest on all the Securities authenticated and delivered hereunder and issued by the Company and outstanding, and the performance of the covenants therein and herein contained, and in consideration of the premises and of the covenants herein contained and of the purchase of the Securities by the holders thereof, and of the sum of one dollar ($1.00) paid to the Company by the Trustee at or before the delivery hereof, the receipt whereof is hereby acknowledged, the Company by these presents does grant, bargain, sell, release, convey, assign, pledge, transfer, mortgage, hypothecate and confirm unto the Trustee all and singular the following (which collectively are hereinafter called the "Pledged Property"), excluding, in any event, any moneys which are specifically stated herein not to constitute part of the Pledged Property, to wit: GRANTING CLAUSES All Pledged Lessor Bonds (as hereinafter defined) as shall be actually pledged and assigned by the Company to the Trustee pursuant to the Series Supplemental Indentures or other supplemental indentures to be executed and delivered as provided in this Indenture, together with the interest of the Company, if any, in the Lease Indentures (as hereinafter defined) securing said Pledged Lessor Bonds; and Any property, including cash, that may, from time to time, hereafter be subjected to the lien and/or pledge hereof by the Company or which, pursuant to any provision of this Indenture or any Series Supplemental Indenture or other supplemental indentures to be executed and delivered as provided in this Indenture, may become subjected to the lien and/or pledge hereof; and the Trustee is hereby authorized to receive the same at any time as additional security hereunder; such subjection to the lien hereof of any such property as additional security may be made subject to any reservations, limitations or conditions which shall be set forth in a written instrument executed by the Company and/or by the Trustee respecting the scope or priority of such lien and/or pledge or the use and disposition of such property or the proceeds thereof; To Have and to Hold the Pledged Property unto the Trustee and its successors and assigns forever subject to the terms of this Indenture, including, without limitation, Section 12.01; But In Trust, Nevertheless, for the equal and proportionate benefit and security of the holders from time to time of all the Securities authenticated and delivered hereunder and issued by the Company and outstanding, without any priority of any one Security over any other; And Upon The Trusts and subject to the covenants and conditions hereinafter set forth. ARTICLE ONE Definitions and Other Provisions of General Application Section 1.01. Definitions. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: (1) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular; (2) all other terms used herein which are defined in the Trust Indenture Act (as hereinafter defined), either directly or by reference therein, have the meanings assigned to them therein; (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles; (4) all reference in this Indenture to designated "Articles", "Sections" and other subdivisions are to the designated Articles, Sections and other subdivisions of this Indenture; and (5) the words "herein", "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. Certain terms, used principally in Article Nine, are defined in that Article. "Act", when used with respect to any Holder, has the meaning specified in Section 1.04. "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control", when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Authenticating Agent" means any Person acting as Authenticating Agent hereunder pursuant to Section 9.14. "Authorized Agent" means any Paying Agent or Security Registrar or Authenticating Agent or other agent appointed by the Trustee in accordance with this Indenture to perform any function which this Indenture authorizes the Trustee or such agent to perform. "Board of Directors" means, when used with respect to the Company, the board of directors of the Company and, when used with respect to ELI, the board of directors of ELI, or, in either case, any committee of that board duly authorized to act for it hereunder. "Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company or ELI, as the case may be, to have been duly adopted by the Board of Directors of such entity and to be in full force and effect on the date of such certification, and delivered to the Trustee. "Business Day" means any day other than a Saturday or Sunday or other day on which banks in New Orleans, Louisiana, New York, New York or any other city in which any Corporate Trust Office (as defined in the respective Lease Indentures) of a Lease Indenture Trustee is located, are authorized or obligated to be closed. "Change" with respect to any instrument means any consent, amendment, waiver, approval, notice or direction or the execution, grant or giving of any thereof. "Commission" means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, or if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such date. "Company" means the Person named as the "Company" in the first paragraph of this instrument until a successor corporation shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Company" shall mean such successor corporation. "Company Request" or "Company Order" means a written request or order, as the case may be, signed in the name of the Company by its President or one of its Vice Presidents, and by its Treasurer, Secretary, or one of its Assistant Treasurers or Assistant Secretaries, and delivered to the Trustee. "Corporate Trust Office" means the principal office of the Trustee at which at any particular time corporate trust business of the Trustee shall be administered, which at the date of this Indenture is Four Albany Street, New York, New York 10006, Attention: Corporate Trust & Agency Group-Public Utilities Group, or such other office as may be designated by the Trustee to the Company, ELI and each Securityholder. "ELI" shall mean Entergy Louisiana, Inc. (formerly Louisiana Power & Light Company), a Louisiana corporation, and its permitted successors and assigns. "ELI Request" means a written request or order, signed in the name of ELI by its President or one of its Vice Presidents or Assistant Vice Presidents and by its Treasurer or Secretary or one of its Assistant Treasurers or Assistant Secretaries or any authorized agent of ELI, and delivered to the Trustee. "Event of Default" has the meaning specified in Section 8.01. "Holder" or "Securityholder" means a Person in whose name a Security is registered in the Security Register. "Indenture" means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof. "Installment Payment Amount", when used with respect to any Security the principal of which is payable in installments without presentment or surrender, means the amount of the installment payment of principal due and payable on each Installment Payment Date other than the Stated Maturity date thereof. "Installment Payment Date", when used with respect to any Security the principal of which is payable in installments without presentment or surrender, means each date on which an installment payment of principal is due and payable on such Security, as set forth in the Series Supplemental Indenture creating the Securities of such series. "Lease" means each Lease identified in Exhibit A hereto, as such Lease may be amended or supplemented from time to time pursuant to the applicable provisions thereof; "Leases" means each and every Lease. "Lease Indenture" means each Lease Indenture identified in Exhibit A hereto, as such Lease Indenture may be amended or supplemented from time to time pursuant to the applicable provisions thereof; "Lease Indentures" means each and every Lease Indenture. "Lease Indenture Estate" shall mean the "Indenture Estate" as defined in each Lease Indenture. "Lease Indenture Trustee" means each Lease Indenture Trustee identified in Exhibit A hereto, until a successor Lease Indenture Trustee shall have become such pursuant to the applicable provisions of the Lease Indenture to which such Lease Indenture Trustee is a party, and thereafter "Lease Indenture Trustee" means the successor Lease Indenture Trustee; "Lease Indenture Trustees" means each and every Lease Indenture Trustee. "Lease Payments" with respect to any Lease shall mean amounts payable under such Lease in respect of (i) basic rent, (ii) casualty value, (iii) special casualty value, (iv) any amount determined by reference to casualty value or special casualty value or (v) any other amounts payable in connection with termination of such Lease, in each case as more fully described in and assigned pursuant to the related Lease Indenture; "Lease Payments" with respect to all Leases means the aggregate of Lease Payments under any and all Leases. "Lessor" or "Owner Trustee" means any Lessor or Owner Trustee identified in Exhibit A hereto, until a successor shall have become such pursuant to the applicable provisions of the related Trust Agreement identified in such schedule, and thereafter "Lessor" or "Owner Trustee" means such successor; "Lessors" or "Owner Trustees" means each and every Lessor or Owner Trustee. "Lessor Bond" means any bond issued by a Lessor under a Lease Indenture. "Lien of this Indenture" or "lien hereof" means the lien and security interest created by these presents, or created by any concurrent or subsequent conveyance to the Trustee (whether made by the Company or any other Person and whether pursuant to a Series Supplemental Indenture or otherwise), or otherwise created, making any property a part of the Pledged Property held by the Trustee for the benefit of the Securities Outstanding hereunder. "Obligor", when used with reference to the Securities or this Indenture, means ELI and any successor to the obligations of ELI under a Lease, and does not include the Trustee, a Lease Indenture Trustee, an Owner Trustee or an Owner Participant so long as they have not assumed such obligations; provided, however, that no reference to ELI as an Obligor herein shall be construed as implying any guaranty or assumption of the Securities or the obligations represented thereby by ELI. "Officers' Certificate" means a certificate signed by the President or any Vice President and the Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary of ELI, any Lessor or the Company, as the case may be, and delivered to the Trustee. "Opinion of Counsel" means a written opinion of counsel for any Person either expressly referred to herein or otherwise satisfactory to the Trustee which may include, without limitation, counsel to the Company, any Lessor, any Lease Indenture Trustee, any Owner Participant or ELI, whether or not such counsel is an employee of any of them. "Outstanding," when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except: (i) Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation; (ii) Securities or portions thereof deemed to have been paid within the meaning of Section 12.01 hereof; and (iii) Securities which have been paid pursuant to Section 2.09 or in exchange for or in lieu of which other Securities have been issued, authenticated and delivered pursuant to this Indenture, other than any Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; provided, however, that in determining whether or not the Holders of the requisite principal amount of the Securities Outstanding under this Indenture, or the Outstanding Securities of any series, have given any request, demand, authorization, direction, notice, consent or waiver hereunder or whether or not a quorum is present at a meeting of Holders, Securities owned by the Company or ELI, or any Affiliate of either thereof, unless such Persons own all Securities Outstanding under this Indenture, or all Outstanding Securities of each such series, as the case may be, shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver or upon any such determination as to the presence of a quorum, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded; provided, however, that Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is not the Company or ELI, or any Affiliate of either thereof. "Owner Participant" means any Owner Participant identified in Exhibit A hereto, until a transferee, successor or assignee thereof shall have become such pursuant to the applicable provisions of the Participation Agreement to which such Owner Participant is a party, and thereafter "Owner Participant" means such transferee, successor or assignee; "Owner Participants" means each and every Owner Participant. "Participation Agreement" means each Participation Agreement identified in Exhibit A hereto as such Participation Agreement may be amended from time to time pursuant to the applicable provisions thereof; "Participation Agreements" means each and every Participation Agreement. "Paying Agent" means any Person acting as Paying Agent hereunder pursuant to Section 9.14. "Person" means any individual, partnership, corporation, trust, unincorporated association or joint venture, a government or any department or agency thereof, or any other entity. "Place of Payment", when used with respect to the Securities of any series, means the office or agency maintained pursuant to Section 5.02 and such other place or places, if any, where the principal of and premium, if any, and interest on the Securities of such series are payable as specified in the Series Supplemental Indenture setting forth the terms of the Securities of such series. "Pledged Lessor Bond" means each Lessor Bond identified in a schedule to a Series Supplemental Indenture, as such Lessor Bond may be amended or supplemented from time to time pursuant to the applicable provisions thereof, of the related Lease Indenture and of this Indenture; "Pledged Lessor Bonds" means each and every Pledged Lessor Bond. "Pledged Property" has the meaning set forth in the Granting Clauses. "Predecessor Securities" of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; for the purposes of this definition, any Security authenticated and delivered under Section 2.09 in lieu of a lost, destroyed or stolen Security shall be deemed to evidence the same debt as the lost, destroyed or stolen Security. "Redeemed Securities" shall have the meaning specified in Section 7.02. "Redemption Date", when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture. "Redemption Price", when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture and the terms of such Security. "Regular Record Date" for the Stated Maturity of any installment of interest on the Securities of any series or for the Installment Payment Date of any installment of principal of the Securities and any series for which principal is payable from time to time without presentation or surrender means the 15th day (whether or not a Business Day) of the month preceding the month in which such Stated Maturity or Installment Payment Date, as the case may be, occurs, or any other date specified for such purpose in the Series Supplemental Indenture setting forth the terms of the Securities of such series. "Responsible Officer" shall mean when used with respect to the Trustee, any officer within the Corporate Trust Office of the Trustee including any Vice President, Assistant Vice President, Secretary, Assistant Secretary, Managing Director or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject. "Security" or "Securities" shall have the meaning set forth in the recitals hereto. "Security Register" has the meaning specified in Section 2.08. "Security Registrar" means any Person acting as Security Registrar hereunder pursuant to Section 9.14. "Series Supplemental Indenture" means an indenture supplemental to this Indenture, for the purpose of, among other things, specifying, in accordance with Article Two hereof, the form and terms of the Securities of any series and/or for the purpose of, among other things, subjecting to the Lien of this Indenture the Pledged Lessor Bonds related to such series; "Series Supplemental Indentures" means each and every Series Supplemental Indenture. "Sinking Fund" has the meaning specified in Section 7.02. "Sinking Fund Redemption Date" shall have the meaning specified in Section 7.02. "Sinking Fund Requirements" shall have the meaning specified in Section 7.02. "Special Record Date" for the payment of any defaulted interest or any defaulted Installment Payment Amount means a date fixed by the Trustee pursuant to Section 2.10. "Stated Maturity", when used with respect to the principal of any Security or any installment of interest thereon, means the date specified in such Security as the fixed date on which such principal or such installment of interest is due and payable; provided, however, that, with respect to any Security the principal of which is payable in installments without presentment or surrender, Stated Maturity shall mean the date specified in such Security as the fixed date on which the final payment of principal of such Security is due and payable. "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed, except as provided in Section 11.06. "Trustee" means the Person named as the "Trustee" in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean such successor Trustee. Section 1.02. Compliance Certificates and Opinions. Upon any application or request by the Company, any Lessor or ELI to the Trustee to take any action under any provision of this Indenture, the Company, such Lessor or ELI, as the case may be, shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than certificates provided pursuant to Section 10.02 herein) shall include: (a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions therein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. Section 1.03. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Company, of any Lessor or of ELI may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company, of any Lessor or of ELI, as the case may be, stating that the information with respect to such factual matters is in the possession of the Company, such Lessor or ELI, as the case may be, unless such counsel knows that the certificate or opinion or representations with respect to such matters are erroneous. Any Opinion of Counsel stated to be based on the opinion of other counsel shall be accompanied by a copy of such other opinion. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. Section 1.04. Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing or, alternatively, may be embodied in and evidenced by the record of Holders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders duly called and held in accordance with the provisions of Article Thirteen, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record, or both, are delivered to the Trustee and, where it is hereby expressly required, to the Company and to ELI. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments and so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 9.01) conclusive in favor of the Trustee, the Company and ELI, if made in the manner provided in this Section. The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or other such officer. If such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. (c) The principal amount and serial numbers of Securities held by any Person, and the date or dates of holding the same, shall be proved by the Security Register and the Trustee shall not be affected by notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall bind the Holder of every Security issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Security. (e) Until such time as written instruments shall have been delivered with respect to the requisite percentage of principal amount of Securities for the action contemplated by such instruments, any such instrument executed and delivered by or on behalf of the Holder of any Security may be revoked with respect to any or all of such Securities by written notice by such Holder or any subsequent Holder, proven in the manner in which such instrument was proven. (f) Securities of any series authenticated and delivered after any Act of Holders may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any action taken by such Act of Holders. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to such action may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. Section 1.05. Notices, etc., to Trustee, Company and ELI. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (a) the Trustee by any Holder, by the Company, by ELI or by an Authorized Agent shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, or (b) the Company by the Trustee, by any Holder, by ELI or by an Authorized Agent shall be sufficient for every purpose hereunder if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee and ELI by the Company for such purpose, or (c) ELI by the Trustee, by any Holder, by the Company or by an Authorized Agent shall be sufficient for every purpose hereunder if in writing and mailed, first-class postage prepaid, to ELI addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee and the Company by ELI for such purpose. Section 1.06. Notices to Holders; Waiver. Except as otherwise expressly provided herein, where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at such Holder's address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice to Holders, then such notification as shall be made by overnight courier at the expense of the Company shall constitute a sufficient notification for every purpose hereunder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders, and any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given. Section 1.07. Conflict with Trust Indenture Act. If any provision of this Indenture limits, qualifies or conflicts with another provision hereof which is required to be included in this Indenture by, or is otherwise governed by, any provision of the Trust Indenture Act, such required or governed provision shall control; and if any provision hereof otherwise conflicts with the Trust Indenture Act, the Trust Indenture Act shall control. Section 1.08. Effect of Heading and Table of Contents. The Article and Section headings in this Indenture and the Table of Contents are for convenience only and shall not affect the construction hereof. Section 1.09. Successors and Assigns. All covenants, agreements, representations and warranties in this Indenture by the Company, ELI and the Trustee, shall bind and, to the extent permitted hereby, shall inure to the benefit of and be enforceable by their respective successors and assigns, whether so expressed or not. Section 1.10. Separability Clause. In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 1.11. Benefits of Indenture. Nothing in this Indenture or in the Securities, expressed or implied, shall give to any Person, other than the parties hereto and their successors hereunder, or the Holders of Securities as expressly provided herein, any benefit or any legal or equitable right, remedy or claim under this Indenture. Section 1.12. Governing Law. This Indenture and each Security are being and will be executed and delivered in the State of New York, shall be deemed to be contracts made in such State and for all purposes shall be construed in accordance with and governed by the laws of the State of New York, except to the extent that laws of other jurisdictions are mandatorily applicable. Section 1.13. Legal Holidays. In any case where any Redemption Date, Installment Payment Date or the Stated Maturity of principal of or any installment of interest on any Security, or any date on which any defaulted interest or principal is proposed to be paid, shall not be a Business Day, then (notwithstanding any other provision of this Indenture or such Security) payment of interest and/or principal and premium, if any, shall be due and payable on the next succeeding Business Day with the same force and effect as if made on or at such nominal Redemption Date, Stated Maturity, Installment Payment Date or date on which the defaulted interest or principal is proposed to be paid, and no interest shall accrue on the amount so payable for the period from and after such Redemption Date, Stated Maturity, Installment Payment Date or date for the payment of defaulted interest or principal, as the case may be. ARTICLE TWO The Securities Section 2.01. Form of Security to Be Established by Series Supplemental Indenture. The Securities of each series shall be substantially in the form (not inconsistent with this Indenture, including Section 2.05 hereof) established in the Series Supplemental Indenture relating to the Securities of such series. Section 2.02. Form of Trustee's Authentication. The Trustee's certificate of authentication on all Securities shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within mentioned Indenture. ________________________________________________ as Trustee By______________________________________________ Authorized Officer Dated Section 2.03. Amount Unlimited; Issuable in Series; Limitations on Issuance. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in one or more Series Supplemental Indentures, prior to the issuance of Securities of any series: (1) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities) and the form or forms of Securities of such series; (2) any limit upon the aggregate principal amount of the Securities of such series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Section 2.07, 2.08, 2.09, 6.06 or 11.07 and except for Securities which pursuant to Section 2.04 hereof, are deemed never to have been authenticated and delivered hereunder); (3) the date on which the principal of the Securities of such series is payable and the date or dates on or as of which the Securities of such series shall be dated, if other than as provided in Section 2.13; (4) the rate at which the Securities of such series shall bear interest, or the method by which such rate shall be determined, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and the Regular Record Date for the determination of Holders to whom interest is payable; and the basis of computation of interest, if other than as provided in Section 2.13; (5) if other than as provided in Section 5.02, the place or places where (1) the principal of and premium, if any, and interest on Securities of such series shall be payable, (2) Securities of such series may be surrendered for registration of transfer or exchange and (3) notices and demands to or upon the Company in respect of the Securities of such series and this Indenture may be served; and, if such is the case, the circumstances under which the principal of such Securities shall be payable without presentment or surrender; (6) the price or prices at which, the period or periods within which, and the terms and conditions upon which Securities of such series may be redeemed, in whole or in part, at the option of the Company; (7) the obligation, if any, of the Company to redeem, purchase or repay Securities of such series pursuant to any sinking fund, installment payment or analogous provisions or at the option of a Holder thereof and the price or prices at which and the period or periods within which, and the terms and conditions upon which, Securities of the series shall be redeemed, purchased or repaid in whole or in part, pursuant to such obligation; (8) if other than denominations of $1,000 and any multiple thereof, the denominations in which Securities of such series shall be issuable; (9) any other terms of Securities of such series (which terms shall not be inconsistent with the provisions of this Indenture); and (10) any trustees, authenticating or paying agents, warrant agents, transfer agents or registrars with respect to the Securities of such series. Concurrently with the initial authentication and delivery of the Securities of each series, the Company shall cause to be delivered to the Trustee Lessor Bonds (a) issued as separate series under one or more Lease Indentures, (b) payable as to principal on such dates and in such amounts that on the Stated Maturity of principal and each Sinking Fund Redemption Date or Installment Payment Date of such Securities there shall be payable on the Lessor Bonds an amount in respect of principal equal to the principal amount of such Securities then to mature or to be payable in installments of principal or be redeemed, (c) bearing interest at the same rate and payable at the same times, as the corresponding Securities of such series, (d) containing provisions for redemption, including redemption premiums, correlative to the provisions for redemption (other than pursuant to a Sinking Fund) of the Securities of such series and (e) registered in the name of the Trustee. Section 2.04. Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee shall thereupon authenticate and deliver such Securities in accor dance with such Company Order, without any further action by the Company. Subject to Section 9.14(b) hereof, no Security shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication, in the form provided for herein, executed manually by the Trustee and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee (and, if applicable, the Authenticating Agent) shall be entitled to receive, and (subject to Section 9.01) shall be fully protected in relying upon: (a) an executed Series Supplemental Indenture; (b) an Officers' Certificate of the Company (i) certifying as to resolutions of the Board of Directors of the Company authorizing the execution and delivery by the Company of such Series Supplemental Indenture and the issuance of such Securities and (ii) certifying that all conditions precedent under this Indenture to the Trustee's (or, if applicable, the Authenticating Agent's) authentication and delivery of such Securities have been complied with; (c) fully executed counterparts (but not the originals thereof) of (i) the Lease Indentures under which were issued the Pledged Lessor Bonds relating to the Securities of such series and (ii) the Leases relating to such Pledged Lessor Bonds; (d) the Pledged Lessor Bonds relating to the Securities of such series in an aggregate principal amount not less than the aggregate principal amount of such series of Securities proposed to be authenticated and delivered; (e) signed copies, either addressed to the Trustee or accompanied by statements that the Trustee may rely on such documents, of all certificates and opinions of counsel delivered (i) to the Company in connection with its receipt of the Pledged Lessor Bonds relating to the Securities of such series, (ii) to the Owner Trustee and/or the Lease Indenture Trustee in connection with the issuance of such Pledged Lessor Bonds, and (iii) to the extent not covered by such opinions, opinions of Counsel to the Company or ELI (x) to the effect that (1) the form or forms and the terms of such Securities have been established by a Series Supplemental Indenture as permitted by Sections 2.01 and 2.03 in conformity with the provisions of this Indenture, (2) such Securities, when authenticated and delivered by the Trustee (or, if applicable, the Authenticating Agent) and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company, except to the extent that the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws now or hereafter in effect relating to creditors' rights generally and (3) all requirements of the laws of the States of New York and Louisiana and of the General Corporation Law of the State of Delaware and of this Indenture, in respect of the execution and delivery by the Company of the Securities, have been complied with and (y) concerning such other matters as the Trustee may reasonably request; and (f) in circumstances where the Pledged Lessor Bonds relating to such series of Securities are executed and delivered for the purposes described in Section 8(f) of the Facility Lease, (i) a certificate of an independent public accountant (who shall not be an employee of the Company, or ELI or any Affiliate of either thereof) to the effect that the principal amount of Securities to be authenticated does not exceed the Undivided Interest Percentage (as defined in such Lease Indenture) of total cost (including allowance for funds used during construction, or any analogous amount, to the extent permitted by generally accepted accounting principles) of any related Capital Improvement (as defined in such Lease Indenture) financed with the proceeds of such Pledged Lessor Bonds and (ii) a certificate of an engineer, appraiser or other expert (who may be an officer or employee of ELI and who shall not be required to be independent, except as would be required by Section 314(d)(3) of the Trust Indenture Act) to the effect that the Undivided Interest Percentage of the fair value of any such Capital Improvement as of its respective date of incorporation or installation was not less than the Undivided Interest Percentage of the total cost (including allowance for funds used during construction, or any analogous amount, to the extent permitted by generally accepted accounting principles) of such Capital Improvement as of the date financed with the proceeds of such Pledged Lessor Bonds. Receipt by the Trustee of the Officers' Certificate referred to in clause (b) above shall be conclusively presumed for all purposes of this Indenture to establish that the documents referred to in such Officers' Certificate comply with the requirements of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.12 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits hereof. Section 2.05. Form and Denominations. The Securities of each series shall be in registered form and may have such letters, numbers or other marks of identification and such legends or endorsements thereon as may be required to comply with the rules of any securities exchange or to conform to any usage in respect thereof, or as may, consistently herewith, be prescribed by the Board of Directors of the Company or by the officers executing such Securities, as evidenced by their execution thereof. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution thereof. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided herein or in the Series Supplemental Indenture setting forth the terms of the Securities of such series. In the absence of any provision contained in any Series Supplemental Indenture, the Securities are issuable only in denominations of $1,000 and/or any integral multiple thereof. Section 2.06. Execution of Securities. The Securities shall be executed on behalf of the Company by its President or one of its Vice Presidents, under its corporate seal affixed thereto or reproduced thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any or all such officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time relevant to the authorization thereof the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. Section 2.07. Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order, the Trustee shall authenticate and deliver, temporary Securities of such series which are printed, lithographed, typewritten, photocopied or otherwise produced in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued (with or without the recital of specific redemption or sinking fund provisions) and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution thereof. If temporary Securities of any series are issued, the Company will cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company maintained for such purpose at the Place of Payment for such series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series the Company shall execute, and the Trustee shall authenticate and deliver in exchange therefor, definitive Securities of such series of authorized denominations and of like tenor and aggregate principal amount. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and of like tenor. Section 2.08. Registration, Transfer and Exchange. The Company shall cause to be kept at the office of the Security Registrar a register in which, subject to such reasonable regulations as the Company may prescribe, the Company shall provide for the registration of Securities and of registration of transfers and exchanges of Securities and, with respect to Securities of any series the principal of which is payable without presentation or surrender, the amount of the unpaid principal amount of such Securities. This register and, if there shall be more than one Security Registrar, the combined registers maintained by all such Security Registrars, are herein sometimes referred to as the "Security Register". Upon surrender for registration of transfer of any Security of any series at any office or agency maintained for such purpose pursuant to Section 5.02, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at any office or agency maintained for such purpose pursuant to Section 5.02. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same security and benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Security Registrar or any transfer agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and Security Registrar or any transfer agent, duly executed, by the Holder thereof or his attorney duly authorized in writing. Except as may be otherwise provided in the Series Supplemental Indenture relating to the Securities of any series, no service charge shall be made for any transfer or exchange of Securities, but the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Securities other than exchanges pursuant to Sections 2.07, 6.06 or 11.07 not involving any transfer. Neither the Company, the Trustee nor the Security Registrar shall be required (i) to execute and deliver, issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 6.02 or 7.02 and ending at the close of business on the day of such mailing or (ii) to issue, register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security selected for redemption in part. Section 2.09. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series, and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Trustee, the Company and ELI (a) evidence to their satisfaction of the ownership of and the destruction, loss or theft of any Security and (b) such security or indemnity as may be required by them to save any of them and any agent of any of them harmless, then, in the absence of notice to the Trustee, the Company or ELI that such Security has been acquired by a bona fide purchaser, the Company shall execute, and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series, and of like tenor and principal amount and bearing a number not contemporaneously outstanding. Notwithstanding the foregoing, in case any such mutilated, destroyed, lost or stolen security is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. Every new Security issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the security and benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. Section 2.10. Payment of Interest; Interest Rights Preserved. Interest on any Security which is payable, and is punctually paid or duly provided for, at any Stated Maturity of an installment of interest shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. At the option of the Company, payment of interest on any Security may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or in such other manner as shall be established in a Series Supplemental Indenture creating the series of which such Security is a part. Any Installment Payment Amount or any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, at any Installment Payment Date or any Stated Maturity of an installment of interest, as the case may be, shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder to the extent that the Company has elected to pay such defaulted interest or principal as provided in clause (a) or (b) below: (a) The Company may elect, which election shall be at the direction of any Owner Trustee whose Pledged Lessor Bond is in default in respect of the payment of interest or principal and which is proposing to make payment of all or part of such defaulted interest or principal, to make payment of any defaulted interest or principal to the Persons in whose names the Securities of such series in respect of which interest is in default (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such defaulted interest or principal, which shall be fixed in the following manner. Such Owner Trustee shall notify the Trustee and, if other than the Trustee, the Paying Agent, in writing of the amount of defaulted interest or principal proposed to be paid on each such Security and the date of the proposed payment, and at the same time there shall be deposited with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or principal, as the case may be, or there shall be made arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest or principal as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such defaulted interest or principal which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company, ELI and the Security Registrar of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such defaulted interest or principal and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of such series at the address of such Holder as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such defaulted interest or principal and the Special Record Date therefor having been mailed as aforesaid, such defaulted interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (b). (b) The Company may make, or cause to be made, payment of any defaulted Installment Payment Amount or any defaulted interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities in respect of which such principal or interest is in default may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this paragraph, such payment shall be deemed practicable by the Trustee. Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security, and each such Security shall bear interest from whatever date shall be necessary so that neither gain nor loss in interest shall result from such registration of transfer, exchange or replacement. Section 2.11. Persons Deemed Owners. The Person in whose name any Security is registered shall be deemed to be the owner of such Security for the purpose of receiving payment of principal of and premium, if any, and (subject to Section 2.10) interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, regardless of any notice to anyone to the contrary. Section 2.12. Cancellation. All Securities surrendered for payment, redemption, credit against any Sinking Fund payment or registration of transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee for cancellation. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, or which the Company shall not have issued, and all Securities so delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section, except as expressly permitted by this Indenture. All Securities canceled by the Trustee shall be disposed of in accordance with the customary practice of the Trustee, and the Trustee shall promptly deliver a certificate of disposition to the Company, unless, by a timely Company Order, the Company shall direct that canceled Securities be disposed of otherwise. The Trustee shall promptly deliver written evidence of any cancellation of a Security in accordance with this Section 2.12 to the Company. Section 2.13. Dating of Securities; Computation of Interest. (a) Except as otherwise provided in the Series Supplemental Indenture creating a series of Securities, each Security of any series shall be dated the date of its authentication. (b) Except as otherwise provided in the Series Supplemental Indenture creating a series of Securities, interest on the Securities of each series shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Section 2.14. Source of Payments; Rights and Liabilities of Lessors, Owner Participants and Lease Indenture Trustees. Except as otherwise specifically provided in this Indenture, all payments of principal and premium, if any, and interest to be made in respect of the Securities or under this Indenture shall be made only from Pledged Property or the income and proceeds received by the Trustee therefrom. Each Holder, by its acceptance of a Security shall be deemed to have agreed that (a) it will look solely to the Pledged Property or the income and proceeds received by the Trustee therefrom to the extent available for distribution to such Holder as herein provided and (b) none of any Owner Participant, any Owner Trustee, any Lease Indenture Trustee or the Trustee is liable to any Holder or, in the case of any Owner Participant, Owner Trustee or Lease Indenture Trustee, to the Trustee for any amounts payable under any Security or, except as provided herein with respect to the Trustee, for any liability under this Indenture. No Owner Participant, Owner Trustee or Lease Indenture Trustee shall have any duty or responsibility under this Indenture or the Securities to any Holder or to the Trustee. Section 2.15. Application of Proceeds from the Sale of Securities. The Company shall pay, or cause to be paid, the proceeds of the issuance and sale of the Securities of each series to each Lease Indenture Trustee under a Lease Indenture under which Pledged Lessor Bonds shall have been issued and delivered to the Trustee in connection with the issuance of such Securities, for the account of the related Owner Trustee which issued such Pledged Lessor Bonds, each such Lease Indenture Trustee to receive an amount equal to the aggregate principal amount of such Pledged Lessor Bonds issued under such Lease Indenture. Section 2.16. Principal Amount of Securities Payable Without Presentment or Surrender. All references in this Indenture to the principal amount of any Security shall, when used with respect to Securities of any series the principal of which is payable without presentation or surrender, mean the unpaid principal amount thereof, except that, for purposes of Sections 2.07, 2.08, 2.09 and 6.06 of this Indenture, principal amount shall, when used with respect to any such Security, refer to the original principal amount thereof prior to the payment of any Installment Payment Amounts. Notwithstanding anything herein or in any Security to the contrary, with respect to each Security of any series the principal of which is payable without presentation or surrender, the unpaid principal amount thereof recorded on the Security Register shall be controlling as to the remaining unpaid principal amount thereof. ARTICLE THREE Provisions as to Pledged Property Section 3.01. Holding of Pledged Securities. The Trustee is authorized in its discretion to cause to be registered (as to principal) in its name, as Trustee, or in the name of its nominee, any and all coupon bonds which it may receive as part of the Pledged Property, or it may cause the same to be exchanged for registered bonds without coupons of any denomination. The Trustee is authorized in its discretion to cause to be registered in its name, as Trustee, or in the name of its nominee, any and all registered bonds which it may receive as part of the Pledged Property, or may cause such registered bonds to be exchanged for coupon bonds. The Company will deliver promptly to the Trustee such documents, certificates and opinions as the Trustee may reasonably request in connection with subjection of any securities to the lien of this Indenture to the extent contemplated hereby. Section 3.02. Disposition of Payments on Pledged Property. Unless and until all Outstanding Securities have been paid in full or provision for the payment of such Securities has been made in accordance with this Indenture, the Trustee shall be entitled to receive all principal, premium, if any, and interest paid in respect of any Pledged Lessor Bonds and interest paid on bonds or other obligations or indebtedness which may be subject to the lien of this Indenture and shall apply the same to the payment of the principal of and premium, if any, and interest on the Securities when and as they become due and payable pursuant to, and in accordance with, this Indenture. The Trustee shall duly note on the schedules attached to the Pledged Lessor Bonds or by other appropriate means all payments of principal, premium, if any, and interest made on the Pledged Lessor Bonds. Section 3.03. Exercise of Rights and Powers Under Pledged Lessor Bonds and Lease Indentures. The Trustee shall not take any action as the holder of the Pledged Lessor Bonds to direct any Lease Indenture Trustee in any respect or to vote any Pledged Lessor Bond or any portion thereof except as specified in this Section. The Trustee shall give notice to the Holders of the occurrence of any event of default or default under any Lease Indenture, and of every Event of Loss, Deemed Loss Event or Financial Event occurring under a Lease (as such terms are therein defined), but only to the extent the same shall actually be known by a Responsible Officer. The Trustee may, at any time, and shall, upon the written request of any Lease Indenture Trustee made to the Trustee to give any direction or to vote its interest in the Pledged Lessor Bonds, request from Holders directions as to (a) whether or not to direct such Lease Indenture Trustee to take or refrain from taking any action which holders of Pledged Lessor Bonds have the option to direct and (b) how to vote any Pledged Lessor Bond if a vote has been called for with respect thereto. In addition, any Holder may at any time request the Trustee to direct, or to participate in the direction of, any action under any Lease Indenture to the extent that the Trustee may do so under such Lease Indenture. Upon receiving from Holders any written directions as to the taking or the refraining from taking, of any action, or the voting of any Pledged Lessor Bond, the Trustee shall specify to the related Lease Indenture Trustee the principal amount of the Pledged Lessor Bond which is in favor of the action or vote, the principal amount of the Pledged Lessor Bond which is opposed to the action or vote, and the principal amount of the Pledged Lessor Bond which is not taking any position for the action or vote. Such principal amounts shall be determined by allocating to the total principal amount of the Pledged Lessor Bonds with respect to which direction is to be given the proportionate principal amount of Securities taking corresponding positions or not taking any position, based on the aggregate principal amount of Outstanding Securities. Section 3.04. Certain Actions in Case of Judicial Proceedings. In case all or any part of the property of any Lessor or any other Person which may be deemed an obligor in respect of the Pledged Lessor Bonds shall be sold at any judicial or other involuntary sale, the Trustee shall receive any portion of the proceeds of such sale payable in respect of the Pledged Property, and such proceeds shall be held as provided in Section 3.05. Section 3.05. Cash Held by Trustee Treated as a Deposit. Any and all cash held by the Trustee under any provision of this Indenture shall be treated by the Trustee, until required to be paid out hereunder, as a deposit, in trust, without any liability for interest. ARTICLE FOUR Withdrawal of Collateral Section 4.01. Withdrawal of Collateral. Except as provided in Section 4.02, none of the Pledged Property shall be subject to withdrawal unless and until all Outstanding Securities have been paid in full or provision for such payment has been made in accordance with the terms of this Indenture and the Trustee shall have received the documents and opinions required by Section 4.02 or Article Twelve. Section 4.02. Reassignment of Pledged Lessor Bonds upon Payment. Upon receipt of payment in full of the principal of and premium, if any, and interest on any Pledged Lessor Bond held by the Trustee, the Trustee shall deliver to the Company said Pledged Lessor Bond and any instrument of transfer or assignment necessary to reassign to the Company said Pledged Lessor Bond and the interest of the Company, if any, in the Lease Indenture relating thereto; provided, however, that nothing herein contained shall prevent the Trustee from presenting any Pledged Lessor Bond to the related Lease Indenture Trustee for final payment in accordance with the applicable provisions of the related Lease Indenture. ARTICLE FIVE Covenants Section 5.01. Payment of Principal, Premium, if any, and Interest. The Company shall duly and punctually pay, or cause to be paid, the principal of and premium, if any, and interest on the Securities in accordance with the terms of the Securities and this Indenture, subject, however, to Section 2.14 hereof. Section 5.02. Maintenance of Office or Agency. The Company will maintain in the Borough of Manhattan, The City of New York, and in such other Places of Payment as shall be specified for the Securities of any series, an office or agency where Securities may be presented or surrendered for payment of principal, premium, if any, and interest, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of Securities and this Indenture may be served. The Corporate Trust Office is hereby initially designated as one such office or agency. The Company will give prompt written notice to the Trustee, and prompt notice to the Holders in the manner specified in Section 1.06, of the location, and of any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such office or agency, or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency for such purposes in each Place of Payment for such Securities in accordance with the requirements set forth above. The Company shall give prompt written notice to the Trustee, and prompt notice to the Holders in the manner specified in Section 1.06, of any such designation or rescission and of any change in the location of any such other office or agency. Section 5.03. Money for Security Payments to be Held in Trust. All moneys deposited with the Trustee or with any Paying Agent for the purpose of paying the principal of or premium (if any) or interest on Securities shall be deposited and held in trust for the benefit of the Holders of the Securities entitled to such principal, premium (if any) or interest, subject to the provisions of this Indenture. Moneys so deposited and held in trust shall not be a part of the Pledged Property but shall constitute a separate trust fund for the benefit of the Holders of the relevant Securities. The Company may at any time direct any Paying Agent to pay to the Trustee all sums held in trust by such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by such Paying Agent, and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent in trust for the payment of the principal of or premium, if any, or interest on any Security and remaining unclaimed for two years (or such lesser period as may be required by law to give effect to this provision) after such principal, premium or interest has become due and payable shall be paid to the Company on Company Request (to the extent such monies shall have been deposited by the Company) or to any other Person on its written request (to the extent such monies shall have been deposited by such other Person), and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company or such other Person, as the case may be, for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall, at the expense of the Company or, to the extent such monies are to be paid to another Person, such other Person, cause to be published once, in an Authorized Newspaper in The City of New York and each other city, if any, in which a Place of Payment is located, notice that such money remains unclaimed and that, after a date specified herein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company or such other Person. As used herein, "Authorized Newspaper" means a newspaper, in an official language of the country of publication or in the English language, customarily published on each Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in The City of New York and each other city, if any, in which a Place of Payment is located. In case by reason of the suspension of publication of any Authorized Newspapers or by reason of any other cause it shall be impracticable to publish any notice as herein provided, then such notification as shall be given with the approval of the Trustee shall constitute sufficient notice. Section 5.04. Maintenance of Corporate Existence. The Company, at its own cost and expense, will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises, except as otherwise specifically permitted in this Indenture, provided, however, that the Company shall not be required to preserve any right or franchise if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof will not have any material adverse effect on the Holders of the Securities. Section 5.05. Protection of Pledged Property. The Company and ELI will from time to time execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments as shall be necessary to (i) make more effective the pledge and assignment hereunder of all or any portion of the Pledged Property, (ii) maintain or preserve the lien of this Indenture or carry out more effectively the purposes hereof, (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture, (iv) enforce any of the Securities, or (v) preserve and defend title to any Securities or other instrument included in the Pledged Property and the rights of the Trustee, and of the Holders, in such Securities or other instrument against the claims of all persons and parties. Each of the Company and ELI hereby designates the Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required pursuant to this Section and provided to it for its execution. The Trustee shall have no duty to monitor the necessity of filing any such financing statement, continuation statement or other instrument referred to in this Section. Section 5.06. Opinions as to Pledged Property. Promptly after the execution and delivery of this Indenture and of each Series Supplemental Indenture or other supplemental indenture or other instrument of further assurance, the Company shall furnish to the Trustee such Opinion or Opinions of Counsel as the Trustee may reasonably request stating that, in the opinion of such Counsel, this Indenture and all such Series Supplemental Indentures, other supplemental indentures and other instruments of further assurance have been properly recorded, filed, re-recorded and re-filed to the extent necessary to make effective the lien intended to be created by this Indenture, and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are then necessary fully to preserve and protect the rights of the Holders and the Trustee, or stating that, in the opinion of such Counsel, no such action is necessary to make such lien effective. On or before May 1, in each calendar year, beginning with the first calendar year commencing more than three months after the date of authentication and delivery of any Securities, the Company shall furnish to the Trustee such Opinion or Opinions of Counsel as are reasonably satisfactory to the Trustee, either stating that, in the opinion of such Counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any Series Supplemental Indenture and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is then necessary to maintain the lien and security interest created by this Indenture with respect to the Pledged Property and reciting the details of such action or stating that, in the opinion of such Counsel, no such action is then necessary to maintain such lien and security interest. Such Opinion or Opinions of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any Series Supplemental Indenture and any other requisite documents and the execution and filing of and financing statements and continuation statements that will, in the opinion of such Counsel, be required to maintain the lien of this Indenture with respect to the Pledged Property until in the following calendar year. Section 5.07. Performance of Obligations. Neither the Company nor ELI will take or omit to take any action the taking or omission of which would release any Person from any of such Person's covenants or obligations under instruments included in the Pledged Property, or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effective ness of, any such instrument, except as expressly provided in this Indenture or such instrument. Section 5.08. Negative Covenants. During such time as any Security issued hereunder is Outstanding, the Company will not: (a) sell, transfer, exchange or otherwise dispose of any portion of the Pledged Property except as expressly permitted by this Indenture; (b) (i) engage in any business or activity (A) other than in connection with, or relating to, the issuance of Securities pursuant to this Indenture and application of the proceeds thereof as herein provided or (B) which would cause the Company to be an "investment company" within the meaning of the Investment Company Act of 1940, as amended or (ii) amend Article Third, Fourth or Sixth of its Certificate of Incorporation as in effect on the date of execution and delivery of this Indenture; notwithstanding the foregoing, however, the Company may, with respect to the Securities of one or more series enter into credit or liquidity support facilities (including, but without limitation, bank letters of credit, bank lines of credit, surety bonds and bonds of insurance); (c) issue bonds, notes or other evidences of indebtedness other than (A) Securities issued hereunder or (B) evidences of indebtedness permitted by clause (b) above; (d) assume or guarantee any indebtedness of any Person; (e) dissolve or liquidate in whole or in part; (f) take any action which would (i) permit the validity or effectiveness of this Indenture or the pledge and assignment of any of the Pledged Property to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenant or obligation under this Indenture, (ii) permit any lien, charge, security, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Pledged Property or any part thereof or any interest therein or the proceeds thereof or (iii) permit the lien of this Indenture not to constitute a valid first priority security interest in the Pledged Property; or (g) institute any proceedings to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Code or any other applicable federal or state law or law of the District of Columbia, or consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or any substantial part of its property, or make an assignment for the benefit of its creditors, or admit in writing its inability to pay its debts generally as they become due, or take any corporate action in furtherance of the foregoing. Section 5.09. Annual Statement as to Compliance. (a) Each of ELI and the Company shall deliver to the Trustee, not less often than annually, a brief certificate from its principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of its compliance with all conditions and covenants under this Indenture. For purposes of this paragraph (a), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. (b) Each of ELI and the Company shall deliver to the Trustee, promptly after having obtained knowledge thereof, written notice of any Event of Default under Section 8.01 or event which with the giving of notice or lapse of time, or both, would become an Event of Default. Section 5.10. Delivery of Certificate of Independent Public Accountant. ELI shall cause to be delivered to the Trustee any certificate of an independent certified public accountant (who shall not be an employee of the Company, ELI or any Affiliate of either of them) delivered to any Lease Indenture Trustee pursuant to Section 11.01(a) of any Lease Indenture. Section 5.11. Delivery of Certificate of Engineer, Appraiser or Other Expert. In connection with any release from the security and other interest created by any Lease Indenture of a portion of the Lease Indenture Estate (as defined in such Lease Indenture) pursuant to Section 13.01 and 13.02 of such Lease Indenture, at its own expense ELI shall cause to be delivered to the Trustee a certificate of an engineer, appraiser or other expert as to the fair value of any portion of the Lease Indenture Estate to be released from the lien of such Lease Indenture and such certificate shall state that in the opinion of the Person making the same the proposed release will not impair the security under such Lease Indenture in contravention of the provisions thereof. If the fair value of the portion of the Lease Indenture Estate to be released and all other portions of the Lease Indenture Estate released since the commencement of the then current calendar year, as set forth in the certificate required pursuant to this Section 5.11, is 10% or more of the aggregate principal amount of Securities at the time Outstanding, such certificate shall be made by an independent engineer, appraiser or other expert; provided, however, that a certificate of an independent engineer, appraiser or other expert shall not be required in the case of any release of portions of the Lease Indenture Estate if the fair value thereof as set forth in the certificate or opinion required by this Section 5.11 is less than $25,000 or less than 1% of the aggregate principal amount of Securities at the time Outstanding. ARTICLE SIX Redemption of Securities Section 6.01. Applicability of Article. Securities of any series which are redeemable before their Stated Maturity of principal shall be redeemable in accordance with their terms and (except as otherwise specified in the Series Supplemental Indenture creating such series) in accordance with this Article. Section 6.02. Election to Redeem; Notice to Trustee. The election of the Company to redeem any Securities otherwise than through a Sinking Fund shall be evidenced by a Company Order. The Company shall, at least 45 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), deliver to the Trustee a Company Order specifying such Redemption Date and the series and principal amount of Securities to be redeemed. In the case of any redemption of Securities (a) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture or (b) pursuant to an election of the Company which is subject to a condition specified in the terms of such Securities, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with such restriction or condition. The election by ELI to terminate a Lease pursuant to Section 13(f) or (g) or Section 14 thereof, or Section 16(d)(5) of the related Participation Agreement, shall constitute an election by the Company to redeem Securities (but shall not relieve the Company of its obligation hereunder to deliver to the Trustee the Company Order herein provided for) subject, however, except in the case of a termination pursuant to Section 14 of such Lease, to the right of ELI to assume the Lessor Bonds related to such Lease on the Lease termination date, in which event there shall be no redemption of Securities solely as a consequence of such termination. Section 6.03. Selection by Trustee of Securities to be Redeemed. (a) If any Lease is to be terminated pursuant to Section 13(f) or (g) or Section 14 thereof, or Section 16(d)(5) of the related Participation Agreement, and all Lessor Bonds issued under the related Lease Indenture are to be prepaid, the Company shall redeem Securities which (i) are of the series corresponding to the series of Pledged Lessor Bonds to be so prepaid and (ii) have amounts of principal payable on Stated Maturities and Sinking Fund Redemption Dates or Installment Payment Dates which correspond to the amounts and dates for the payment of the principal of such Pledged Lessor Bonds plus any accrued interest to the Redemption Date, such redemption of Securities to be made on the date on which such Lessor Bonds are to be so prepaid. (b) If less than all the Securities are to be redeemed otherwise than as contemplated in subsection (a) of this Section 6.03 and otherwise than through a Sinking Fund, the particular Securities to be redeemed shall be selected from the series and Stated Maturities, and in the principal amounts, designated to the Trustee in the Company Order required by Section 6.02. (c) Subject to the provisions of subsections (a) and (b) of this Section 6.03, if less than all the Securities of any series are to be redeemed, the particular Securities to be redeemed shall be selected not more than 45 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by lot in such manner as shall provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of such series or any integral multiple thereof) of the principal amount of Securities of such series of a denomination larger than the minimum authorized denomination for Securities of such series except as otherwise specified in the Series Supplemental Indenture creating such series; provided, however, that if the Company, ELI or an Affiliate or nominee of either thereof shall be the Holder of Securities of any series to be redeemed through a Sinking Fund, the Trustee, if so directed in a Company Order or ELI Order, as the case may be, shall first select such Securities for redemption. Any such Company Order or ELI Order shall state that such redemption is in accordance with Section 9(b)(3)(iv) of each Participation Agreement. If more than one Lease is to be terminated pursuant to Section 13(f) or (g) or Section 14 thereof, or Section 16(d)(5) of the related Participation Agreement, and the Lessor Bonds relating to each such Lease are to be prepaid on the same date, the Trustee shall separately designate the Securities to be redeemed in respect of each such Lease termination. The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Securities selected to be redeemed in part, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed. Section 6.04. Notice of Redemption. Notice of redemption (including Sinking Fund redemption) shall be given in the manner provided in Section 1.06 to the Holders of Securities to be redeemed not less than 20 nor more than 60 days prior to the Redemption Date. All notices of redemption shall state: (a) the Redemption Date, (b) the Redemption Price, (c) if less than all the Outstanding Securities of any series are to be redeemed, the identification of the particular Securities to be redeemed, including the series and Stated Maturity of principal, and the portion of the principal amount of any Security to be redeemed in part, (d) that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date, (e) the place or places where such Securities are to be surrendered for payment of the Redemption Price, and (f) that the redemption is pursuant to the operation of a Sinking Fund, if such is the case. With respect to any notice of redemption of Securities otherwise than through a Sinking Fund, unless, upon the giving of such notice, such Securities shall be deemed to have been paid in accordance with Section 12.01, such notice shall state that such redemption shall be conditional upon the receipt by the Trustee, on or prior to the date fixed for such redemption, of money sufficient to pay the principal of and premium, if any, and interest on such Securities and that if such money shall not have been so received, such notice shall be of no force or effect and the Company shall not be required to redeem such Securities. In the event that such notice of redemption contains such a condition and such money is not so received, the redemption shall not be made and within a reasonable time thereafter notice shall be given, in the manner in which the notice of redemption was given, that such money was not so received and such redemption was not required to be made. Notice of redemption of Securities to be redeemed at the election of the Company, and any notice of non-satisfaction of a condition for redemption as aforesaid, shall be given by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company. Section 6.05. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, and the conditions, if any, set forth in such notice having been satisfied, the Securities or portions thereof so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless, in the case of an unconditional notice of redemption, the Company shall default in the payment of the Redemption Price and accrued interest) such Securities or portions thereof shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with such notice, such Security or portion thereof shall be paid at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that any installment of interest on any Security the Stated Maturity of which installment is on or prior to the Redemption Date shall be payable to the Holder of such Security, or one or more Predecessor Securities, registered as such at the close of business on the related Regular Record Date according to the terms of such Security and subject to the provisions of Section 2.10. Section 6.06. Securities Redeemed in Part. Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series, of any authorized denomination requested by such Holder and of like tenor and in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. ARTICLE SEVEN Sinking Funds Section 7.01. Applicability of Article. The provisions of this Article shall be applicable to any sinking fund for the retirement of the Securities of any series except as otherwise specified in the Series Supplemental Indenture creating the Securities of such series. Section 7.02. Sinking Funds for Securities. Any Series Supplemental Indenture may provide for a sinking fund for the retirement of the Securities of the series created thereby (herein called a "Sinking Fund") in accordance with which the Company will be required to redeem on the dates set forth therein (hereinafter called "Sinking Fund Redemption Dates") Securities of principal amounts set forth therein (hereinafter called "Sinking Fund Requirements"). If there shall have been a redemption, otherwise than through a Sinking Fund, of less than all the Securities of a series to which a Sinking Fund is applicable (such redeemed Securities being hereinafter called the "Redeemed Securities"), the Sinking Fund Requirements relating to the Securities of such series for each Sinking Fund Redemption Date thereafter shall be deemed to have been satisfied to the extent of an amount equal to the quotient resulting from the division of (A) the product of (w) the principal amount of the Redeemed Securities and (x) such Sinking Fund Requirement by (B) the sum of (y) the aggregate principal amount of Securities of such series then Outstanding (after giving effect to such redemption) and (z) the principal amount of such Redeemed Securities; provided, however, that the remaining Sinking Fund Requirements determined as set forth in this paragraph shall be rounded to the nearest integral multiple of the minimum authorized denomination for Securities of such series, subject to necessary adjustment so that the aggregate principal amount of such satisfaction of Sinking Fund Requirements shall be equal to the aggregate principal amount of such Redeemed Securities, such adjustment to such Sinking Fund Requirements to be made in the inverse order of the respective Sinking Fund Redemption Dates corresponding thereto and; provided, further, that, notwithstanding the provisions of the foregoing proviso, any such adjustment shall be made in a manner such that, after giving effect thereto, the provisions of clause (b) of the last paragraph of Section 2.03 hereof shall continue to be complied with. Particular Securities to be redeemed through a Sinking Fund shall be selected in the manner provided in Section 6.03, and notice of such redemption shall be given in the manner provided in Section 6.04. ARTICLE EIGHT EVENTS OF DEFAULT; REMEDIES Section 8.01. Events of Default. "Events of Default", wherever used herein, means any one of the following events: (a) failure to pay any interest on any Security when it becomes due and payable, and the continuation of such failure for a period of 10 days; or (b) failure to pay principal of or premium, if any, on any Security when it becomes due and payable, whether at its Stated Maturity of principal, on any applicable Redemption Date or Installment Payment Date or at any other time, and the continuation of such failure for a period of 10 days; or (c) failure on the part of either the Company or ELI to perform or observe any covenant or agreement herein to be performed or observed by it, and the continuation of such failure for a period of 30 days after notice thereof shall have been given to the Company or ELI, as the case may be, by the Trustee, or to the Company or ELI, as the case may be, and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities, specifying such failure and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; provided, however, that the continuation of such failure for a period of 30 days or more after such notice has been so given (but in no event for a period which is greater than one year after such notice has been given) shall not constitute an Event of Default if (i) such failure can be remedied but cannot be remedied within such 30 days, (ii) the Company or ELI, as the case may be, is diligent in pursuing a remedy of such failure and (iii) such failure does not impair in any respect the lien and security interest created hereby; or (d) the occurrence of an "Event of Default" under any Lease Indenture; or (e) the entry of a decree or order by a court having jurisdiction in the premises adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under the United States Bankruptcy Code or any other applicable federal or state law or law of the District of Columbia, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuation of any such decree or order unstayed and in effect for a period of 75 consecutive days; or (f) the institution by the Company of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under the United States Bankruptcy Code or any other applicable federal or state law or law of the District of Columbia, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action. Section 8.02. Acceleration of Maturity; Rescission and Annulment. Upon the occurrence of an Event of Default, (a) if such Event of Default is one referred to in clause (a), (b), (c), (e) or (f) of Section 8.01, the Trustee may, and upon the direction of the Holders of not less than a majority in principal amount of the Securities Outstanding, shall, and (b) if such Event of Default is the one referred to in clause (d) of Section 8.01 (including without limitation an event of default under any Lease which has resulted in an Event of Default referred to in clause (a) or (b) of Section 8.01) under circumstances in which the related Pledged Lessor Bonds have been declared immediately due and payable, the Trustee, shall declare the principal of all the Securities to be due and payable immediately, by a notice in writing to the Company and ELI, and upon any such declaration such principal shall become immediately due and payable; provided that no such declaration shall be made (and no action under Section 8.03 or 8.05 shall be taken) in cases in which the Event of Default is one referred to in clause (a) or (b) of Section 8.01 which resulted directly from a failure of ELI to make any payment of rent under any Lease until such time as the Lessor under such Lease has been given the opportunity to exercise its rights under Section 7.16 of the related Lease Indenture. At any time after such a declaration of acceleration has been made and before any sale of the Pledged Property, or any part thereof, shall have been made pursuant to any power of sale as hereinafter in this Article provided, the Holders of a majority in principal amount of the Securities Outstanding, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if (1) there shall have been paid to or deposited with the Trustee a sum sufficient to pay (A) all overdue installments of interest on all Securities, (B) the principal of and premium, if any, on any Securities which have become due otherwise than by such declaration of acceleration and interest thereon at the respective rates provided in the Securities for late payments of principal or premium, (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest at the respective rates provided in the Securities for late payments of interest, and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (2) all Events of Default, other than the non-payment of the principal of Securities which have become due solely by such acceleration, have been cured or waived as provided in Section 8.08. No such rescission shall affect any subsequent default or impair any right consequent thereon. If a declaration of acceleration shall have been rescinded and annulled as provided in the next preceding paragraph, and if, prior to such rescission and annulment, the maturity of the Pledged Lessor Bonds issued under any Lease Indenture had been accelerated as a result of an "Event of Default" thereunder, the Trustee, as the holder of such Pledged Lessor Bonds, shall direct the Lease Indenture Trustee under such Lease Indenture to rescind and annul such acceleration of such Pledged Lessor Bonds and to terminate any proceedings to enforce remedies under such Lease Indenture and the related Lease. Section 8.03. Trustee's Power of Sale of Pledged Property; Notice Required; Power to Bring Suit. If an Event of Default shall have occurred and be continuing, subject to the provisions of Sections 8.06 and 8.07 and the proviso to the first paragraph of Section 8.02, the Trustee, by such officer or agent as it may appoint, may: (1) sell, to the extent permitted by law, without recourse, for cash or credit or for other property, for immediate or future delivery, and for such price or prices and on such terms as the Trustee in its discretion may determine, the Pledged Property as an entirety, or in any such portions as the Holders of a majority in aggregate principal amount of the Securities then Outstanding shall request by an Act of Holders, or, in the absence of such request, as the Trustee in its discretion shall deem expedient in the interest of the Securityholders, at public or private sale; and/or (2) proceed by one or more suits, actions or proceedings at law or in equity or otherwise or by any other appropriate remedy to enforce payment of the Securities or Pledged Lessor Bonds, or to foreclose this Indenture or to sell the Pledged Property under a judgment or decree of a court or courts of competent jurisdiction, or by the enforcement of any such other appropriate legal or equitable remedy, as the Trustee, being advised by counsel, shall deem most effectual to protect and enforce any of its rights or powers or any of the rights or powers of the Holders. In the event that the Trustee shall deem it advisable to sell any or all of the Pledged Property in accordance with the provisions of this Section, the Company and ELI agree that if registration of any such Pledged Property shall be required, in the opinion of counsel for the Trustee, under the Securities Act of 1933, as amended, or other applicable law, and regulations promulgated thereunder, and if ELI shall not effect, or cause to be effected, such registration promptly, the Trustee may sell any such Pledged Property at a private sale, and no Person shall attempt to maintain that the prices at which such Pledged Property is sold are inadequate by reason of the failure to sell at public sale, or hold the Trustee liable therefor. Section 8.04. Incidents of Sale of Pledged Property. Upon any sale of all or any part of the Pledged Property made either under the power of sale given under this Indenture or under judgment or decree in any judicial proceedings for foreclosure or otherwise for the enforcement of this Indenture, the following shall be applicable: (1) Securities Due and Payable. The principal of and premium, if any, and accrued interest on the Securities, if not previously due, shall immediately become and be due and payable. (2) Trustee Appointed Attorney of Company to Make Conveyances. The Trustee is hereby irrevocably appointed the true and lawful attorney of the Company, in its name and stead, to make all necessary deeds, bills of sale and instruments of assignment, transfer or conveyance of the property thus sold, and for that purpose the Trustee may execute all such documents and instruments and may substitute one or more persons with like power. The Company hereby ratifies and confirms all that its said attorneys, or such substitute or substitutes, shall lawfully do by virtue hereof. (3) Company to Confirm Sales and Conveyances. If so requested by the Trustee or by any purchaser, the Company shall ratify and confirm any such sale or transfer by executing and delivering to the Trustee or to such purchaser or purchasers all proper deeds, bills of sale, instruments of assignment, conveyance or transfer and releases as may be designated in any such request. (4) Holders and Trustee May Purchase Pledged Property. Any Holder or the Trustee may bid for and purchase any of the Pledged Property and, upon compliance with the terms of sale, may hold, retain, possess and dispose of such Pledged Property in his or its own absolute right without further accountability. (5) Purchaser at Sale May Apply Securities to Purchase Price. Any purchaser at any such sale may, in paying the purchase price, deliver any of the Securities then Outstanding in lieu of cash and apply to the purchase price the amount which shall, upon distribution of the net proceeds of such sale, after application to the costs of the action and any other sums which the Trustee is authorized to deduct under this Indenture, be payable on such Securities so delivered in respect of principal, premium, if any, and interest. In case the amount so payable on such Securities shall be less than the amount due thereon, duly executed and authenticated Securities shall be delivered in exchange therefor to the Holder thereof for the balance of the amount due on such Securities so delivered by such Holder. (6) Receipt of Trustee Shall Discharge Purchaser. The receipt of the Trustee or of the officer making such sale under judicial proceedings shall be a sufficient discharge to any purchaser for his purchase money, and, after paying such purchase money and receiving such receipt, such purchaser or his personal representative or assigns shall not be obliged to see to the application of such purchase money, or be in any way answerable for any loss, misapplication or non-application thereof. (7) Sale To Divest Rights of Company in Property Sold. Any such sale shall operate to divest the Company of all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, in and to the Pledged Property so sold, and shall be a perpetual bar both at law and in equity or otherwise against the Company, and its successors and assigns, and any and all persons claiming or who may claim the Pledged Property sold or any part thereof from, through or under the Company, or its successors and assigns. (8) Application of Moneys Received upon Sale. Any moneys collected by the Trustee upon any sale made either under the power of sale given by this Indenture or under judgment or decree in any judicial proceedings for foreclosure or otherwise for the enforcement of this Indenture, shall be applied as provided in Section 8.12. Section 8.05. Judicial Proceedings Instituted by Trustee. (a) Trustee May Bring Suit. If there shall be a failure to make payment of the principal of any Security at its Stated Maturity or upon Sinking Fund redemption, declaration of accelera tion or otherwise,or if there shall be a failure to pay the premium, if any, or interest on any Security when the same becomes due and payable, then the Trustee, if any such failure shall continue for 15 days, in its own name, and as trustee of an express trust, shall be entitled, and empowered subject to the proviso to the first paragraph of Section 8.02, to institute any suits, actions or proceedings at law, in equity or otherwise, for the collection of the sums so due and unpaid on the Securities, and may prosecute any such claim or proceeding to judgment or final decree, and may enforce any such judgment or final decree and collect the moneys adjudged or decreed to be payable in any manner provided by law, whether before or after or during the pendency of any proceedings for the enforcement of the Lien of this Indenture, or of any of the Trustee's rights or the rights of the Security holders under this Indenture, and such power of the Trustee shall not be affected by any sale hereunder or by the exercise of any other right, power or remedy for the enforcement of the provisions of this Indenture or for the foreclosure of the lien hereof. (b) Trustee May Recover Unpaid Indebtedness after Sale of Pledged Property. In the case of a sale of the Pledged Property and of the application of the proceeds of such sale to the payment of the indebtedness secured by this Indenture, the Trustee in its own name, and as trustee of an express trust, shall be entitled and empowered, by any appropriate means, legal, equitable or otherwise, to enforce payment of, and to receive all amounts then remaining due and unpaid upon, all or any of the Securities, for the benefit of the Holders thereof, and upon any other portion of the indebtedness remaining unpaid, with interest at the rates specified in the respective Securities on the overdue principal of, and premium, if any, and (to the extent that payment of such interest is legally enforceable) on the overdue installments of interest. (c) Recovery of Judgment Does Not Affect Lien of this Indenture or Other Rights. No recovery of any such judgment or final decree by the Trustee and no levy of any execution under any such judgment upon any of the Pledged Property, or upon any other property, shall in any manner or to any extent affect the Lien of this Indenture upon any of the Pledged Property, or any rights, powers or remedies of the Trustee, or any liens, rights, powers or remedies of the Holders, but all such liens, rights, powers and remedies shall continue unimpaired as before. (d) Trustee May File Proofs of Claim; Appointment of Trustee as Attorney-in-Fact in Judicial Proceedings. The Trustee in its own name, or as trustee of an express trust, or as attorney-in-fact for the Holders, or in any one or more of such capacities (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand for the payment of overdue principal, premium, if any, or interest), shall be entitled and empowered to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders (whether such claims be based upon the provisions of the Securities or of this Indenture) allowed in any equity, receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or any other judicial proceedings relative to the Company or any obligor on the Securities (within the meaning of the TIA), the creditors of the Company or any such obligor, the Pledged Property or any other property of the Company or any such obligor, and any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel (it being agreed by the parties hereto that such amounts shall be considered administrative expenses for the purposes of any bankruptcy proceeding). The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders, with authority to (i) make and file in the respective names of the Holders (subject to deduction from any such claims of the amounts of any claims filed by any of the Holders themselves), any claim, proof of claim or amendment thereof, debt, proof of debt or amendment thereof, petition or other document in any such proceedings and to receive payment of any amounts distributable on account thereof, (ii) execute any such other papers and documents and to do and perform any and all such acts and things for and on behalf of such Holders, as may be necessary or advisable in order to have the respective claims of the Trustee and of the Holders against the Company or any such obligor, the Pledged Property or any other property of the Company or any such obligor allowed in any such proceeding and (iii) receive payment of or on account of such claims and debt; provided, however, that nothing contained in this Indenture shall be deemed to give to the Trustee any right to accept or consent to any plan of reorganization or otherwise by action of any character in any such proceeding to waive or change in any way any right of any Securityholder. Any moneys collected by the Trustee under this Section shall be applied as provided in Section 8.12. (e) Trustee Need Not Have Possession of Securities. All rights of action and of asserting claims under this Indenture or under any of the Securities enforceable by the Trustee may be enforced by the Trustee without possession of any of such Securities or the production thereof at the trial or other proceedings relative thereto. (f) Suit To Be Brought for Ratable Benefit of Holders. Any suit, action or other proceeding at law, in equity or otherwise which shall be instituted by the Trustee under any of the provisions of this Indenture shall be for the equal, ratable and common benefit of all the Holders, subject to the provisions of this Indenture. (g) Trustee May Be Restored to Former Position and Rights in Certain Circumstances. In case the Trustee shall have proceeded to enforce any right under this Indenture by suit, foreclosure or otherwise and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, then in every such case, the Company, ELI and the Trustee shall be restored without further act to their respective former positions and rights hereunder, and all rights, remedies and powers of the Trustee shall continue as though no such proceedings had been taken. Section 8.06. Holders May Demand Enforcement of Rights by Trustee. If an Event of Default shall have occurred and shall be continuing, the Trustee shall, upon the written request of the Holders of a majority in aggregate principal amount of the Securities then Outstanding and upon the offering of security or indemnity as provided in Section 9.03(e), but subject in all cases to the provisions of Section 3.03 and the proviso to the first paragraph of Section 8.02, proceed to institute one or more suits, actions or proceedings at law, in equity or otherwise, or take any other appropriate remedy, to enforce payment of the principal of or premium (if any) or interest on the Securities or Pledged Lessor Bonds or to foreclose this Indenture or to sell the Pledged Property under a judgment or decree of a court or courts of competent jurisdiction or under the power of sale herein granted, or take such other appropriate legal, equitable or other remedy, as the Trustee, being advised by counsel, shall deem most effectual to protect and enforce any of the rights or powers of the Trustee or the Securityholders, or, in case such Securityholders shall have requested a specific method of enforce ment permitted hereunder, in the manner requested, provided that such action shall not be otherwise than in accordance with law and the provisions of this Indenture, and the Trustee, subject to such indemnity provisions, shall have the right to decline to follow any such request if the Trustee in good faith shall determine that the suit, proceeding or exercise of the remedy so requested would involve the Trustee in personal liability or expense. Section 8.07. Control by Holders. The Holders of not less than a majority in principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, provided that (1) such direction shall not be in conflict with any rule of law or with this Indenture, and (2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. Section 8.08. Waiver of Past Defaults. The Holders of not less than a majority in principal amount of the Outstanding Securities may on behalf of the Holders of all the Securities waive any past default hereunder and its consequences, except that only the Holders of all Securities affected thereby may waive a default (1) in the payment of the principal of or premium, if any, or interest on such Securities or (2) in respect of a covenant or provision hereof which under Article Eleven cannot be modified or amended without the consent of the Holder of each Outstanding Security affected. Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. Section 8.09. Proceedings Instituted by Holder. A Holder shall not have the right to institute any suit, action or proceeding at law or in equity or otherwise for the foreclosure of this Indenture, for the appointment of a receiver or for the enforcement of any other remedy under or upon this Indenture, unless: (1) such Holder previously shall have given written notice to the Trustee of a continuing Event of Default; (2) the Holders of at least 25% in aggregate principal amount of the Securities then Outstanding shall have requested the Trustee in writing to institute such action, suit or proceeding and shall have offered to the Trustee indemnity as provided in Section 9.03(e); (3) the Trustee shall have refused or neglected to institute any such action, suit or proceeding for 60 days after receipt of such notice, request and offer of indemnity; and (4) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of Outstanding Securities. It is understood and intended that no one or more of the Holders shall have any right in any manner whatever hereunder or under the Securities to (i) surrender, impair, waive, affect, disturb or prejudice the Lien of this Indenture on any property subject thereto or the rights of the Holders of any other Securities, (ii) obtain or seek to obtain priority or preference over any other such Holder or (iii) enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all the Holders subject to the provisions of this Indenture. Section 8.10. Undertaking To Pay Court Costs. All parties to this Indenture, and each Holder by his acceptance of a Security, shall be deemed to have agreed that any court may in its discretion require, in any suit, action or proceeding for the enforcement of any right or remedy under this Indenture, or in any suit, action or proceeding against the Trustee for any action taken or omitted by it as Trustee hereunder, the filing by any party litigant in such suit, action or proceeding of an undertaking to pay the costs of such suit, action or proceeding, and that such court may, in its discretion, assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, action or proceeding, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided, however, that the provisions of this Section shall not apply to (a) any suit, action or proceeding instituted by the Trustee, (b) any suit, action or proceeding instituted by any Holder or group of Holders holding in the aggregate more than 10% in aggregate principal amount of the Securities then Outstanding or (c) any suit, action or proceeding instituted by any Holder for the enforcement of the payment of the principal of or premium, if any, or interest on any of the Securities, on or after the respective due dates expressed therein. Section 8.11. Right of Holders To Receive Payment Not To Be Impaired. Anything in this Indenture to the contrary notwithstanding, the right of any Holder of any Security to receive payment of the principal of and premium, if any, and interest on such Security, on or after the respective due dates expressed in such Security (or, in case of redemption, on the Redemption Date fixed for such Security), or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. Section 8.12. Application of Moneys Collected by Trustee. Any moneys collected or to be applied by the Trustee pursuant to this Article, together with any other moneys which may then be held by the Trustee under any of the provisions of this Indenture as security for the Securities (other than moneys at the time required to be held for the payment of specific Securities at their Stated Maturities or at a time fixed for the redemption thereof) shall be applied in the following order from time to time, on the date or dates fixed by the Trustee and, in the case of a distribution of such moneys on account of principal, premium, if any, or interest upon presentation of the several Outstanding Securities, and stamping thereon of payment, if only partially paid, and upon surrender thereof, if fully paid: First: to the payment of all taxes, assessments or liens prior to the Lien of this Indenture, except those subject to which any sale shall have been made, all reasonable costs and expenses of collection, including the reasonable costs and expenses of handling the Pledged Property and of any sale thereof pursuant to the provisions of this Article and of the enforcement of any remedies hereunder or under any Lease Indenture, and to the payment of all amounts due the Trustee or any predecessor Trustee under Section 9.07, or through the Trustee by any Holder or Holders; Second: in case the principal of the Outstanding Securities or any of them shall not have become due, to the payment of any interest in default, in the order of the maturity of the installments of such interest, with interest at the rates specified in the respective Securities in respect of overdue payments (to the extent that payment of such interest shall be legally enforceable) on the overdue installments thereof; Third: in case the principal of any of but not all the Outstanding Securities shall have become due at their Stated Maturities, on a Redemption Date or otherwise, first to the payment of accrued interest in the order of the maturity of the installments thereof with interest at the respective rates specified in the Securities in respect of payments on overdue principal, premium, if any, and (to the extent that payment of such interest shall be legally enforceable) on overdue installments of interest, and next to the payment of the principal of all Securities then due; Fourth: in case the principal of all the Outstanding Securities shall have become due at their Stated Maturities, by declaration, on a Redemption Date or otherwise, to the payment of the whole amount then due and unpaid upon the Securities then Outstanding for principal, premium, if any, and interest, together with interest at the respective rates specified in the Securities in respect of overdue payments on principal, premium, if any, and (to the extent that payment of such interest shall be legally enforceable) on overdue installments of interest; and Fifth: in case the principal of all the Securities shall have become due at their Stated Maturities, by declaration, upon redemption or otherwise, and all of such Securities shall have been fully paid, together with all interest (including any interest on overdue payments) and premium, if any, thereon, any surplus then remaining shall be paid to the Company, its successors or assigns, or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct; provided, however, that all payments to be made pursuant to this Section shall be made ratably to the persons entitled thereto, without discrimination or preference. Section 8.13. Securities Held by Certain Persons Not To Share in Distribution. Any Securities actually known to a Responsible Officer of the Trustee to be owned or held by, or for the account or benefit of, the Company, ELI, or any Affiliate of either thereof shall not be entitled to share in any payment or distribution provided for in this Article until all Securities held by other Persons have been paid in full and all amounts owing to the Trustee (including without limitation, fees and expenses of its counsel) pursuant to the Indenture or otherwise have been paid in full. Section 8.14. Waiver of Appraisement, Valuation, Stay, Right to Marshalling. To the extent it may lawfully do so, each of the Company and ELI, for itself and for any Person who may claim through or under it, hereby: (1) agrees that neither it nor any such Person will set up, plead, claim or in any manner whatsoever take advantage of, any appraisement, valuation, stay, extension or redemption laws, now or hereafter in force in any jurisdiction, which may delay, prevent or otherwise hinder (i) the performance or enforcement or foreclosure of this Indenture, (ii) the sale of any of the Pledged Property or (iii) the putting of the purchaser or purchasers thereof into possession of such property immediately after the sale thereof: (2) waives all benefit or advantage of any such laws; (3) waives and releases all rights to have the Pledged Property marshalled upon any foreclosure, sale or other enforcement of this Indenture; and (4) consents and agrees that all the Pledged Property may at any such sale be sold by the Trustee as an entirety. Section 8.15. Remedies Cumulative; Delay or Omission Not a Waiver. Every remedy given hereunder to the Trustee or to any of the Holders shall not be exclusive of any other remedy or remedies, and every such remedy shall be cumulative and in addition to every other remedy given hereunder or now or hereafter given by statute, law, equity or otherwise. The Trustee may exercise all or any of the powers, rights or remedies given to it hereunder or which may now or hereafter be given by statute, law, or equity or otherwise, in its absolute discretion. No course of dealing between the Company or ELI and the Trustee or the Holders or any delay or omission of the Trustee or of any Holder to exercise any right, remedy or power accruing upon any Event of Default shall impair any such right, remedy or power or shall be construed to be a waiver of any such Event of Default or of any right of the Trustee or of the Holders or acquiescence therein, and, subject to the provisions of Section 8.07, every right, remedy and power given by this Article to the Trustee or to the Holders may be exercised from time to time and as often as may be deemed expedient by the Trustee or by the Holders. ARTICLE NINE The Trustee Section 9.01. Certain Duties and Responsibilities. (a) The Trustee shall have and be subject to all the duties and responsibilities specified with respect to an indenture trustee in the Trust Indenture Act. (b) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (c) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. Section 9.02. Notice of Defaults. In addition to its obligation to give notice to Holders as provided in Section 3.03, the Trustee shall give the Holders notice of default hereunder in the manner and to the extent required to do so by the Trust Indenture Act, unless such default shall have been cured or waived; provided, however, that in the case of any default of the character specified in Section 8.01(c) no such notice to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term "default" means any event which is, or after notice or lapse of time or both would become, an Event of Default. Section 9.03. Certain Rights of Trustee. Subject to the provisions of Section 9.01 and to the applicable provisions of the Trust Indenture Act: (a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting in reliance upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of the Company or ELI mentioned herein shall be sufficiently evidenced by a Company Request or Company Order, or an ELI Request or ELI Order, in the case of a request or direction of either the Company or ELI, as the case may be, and any resolution of the Board of Directors of the Company or ELI may be sufficiently evidenced by a Board Resolution of the Company or ELI, as the case may be; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers' Certificate of the Company or ELI; (d) the Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company or ELI, personally or by agent or attorney at the sole cost and expense of the Company or ELI, as the case may be; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, attorney, custodian or nominee appointed with due care by it hereunder; (h) the Trustee shall not be charged with knowledge of any Event of Default with respect to the Securities of any series for which it is acting as Trustee unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust & Agency Group of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of the Event of Default or (ii) written notice of such Event of Default shall have been given to the Trustee by the Company, any other obligor on such Securities or by any Holder of such Securities; and (i) In the event that the Trustee is also acting as Paying Agent or Security Registrar hereunder, the rights and protections afforded to the Trustee pursuant to this Article Nine shall also be afforded to such Paying Agent or Security Registrar. Section 9.04. Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except the certificates of authentication, shall not be taken as the statements of the Trustee, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture, the Pledged Property or the Securities, except that the Trustee hereby represents and warrants that this Indenture has been executed and delivered by one of its officers who is duly authorized to execute and deliver such document on its behalf. The Trustee shall not be accountable for the use or application by the Company of Securities or the proceeds thereof. Section 9.05. May Hold Securities. The Trustee, any Paying Agent, any Security Registrar, any Authenticating Agent or any other agent of the Company or ELI, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 9.08 and 9.13, may otherwise deal with the Company and ELI with the same rights it would have if it were not Trustee, Paying Agent, Security Registrar or such other agent. Section 9.06. Funds May Be Held by Trustee or Paying Agent. Any monies held by the Trustee or the Paying Agent hereunder as part of the Pledged Property may, until paid out by the Trustee or the Paying Agent as herein provided, be carried by the Trustee or the Paying Agent on deposit with itself, and neither the Trustee nor the Paying Agent shall have any liability for interest upon any such monies. Section 9.07. Compensation and Reimbursement of Trustee and Authorized Agents. Each of the Company and ELI shall be liable, jointly and severally, to: (a) pay, or cause to be paid, to each of the Trustee and any Authorized Agent (or any co-trustee or additional trustee contemplated by Section 9.15 hereof) from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) reimburse, or cause to be reimbursed, each of the Trustee and any Authorized Agent (or any co-trustee or additional trustee contemplated by Section 9.15 hereof) upon its request for all expenses, disbursements and advances incurred or made by it in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its own negligence, willful misconduct or bad faith; and (c) indemnify, or cause to be indemnified, each of the Trustee, any predecessor Trustee and any Authorized Agent (or any co-trustee or additional trustee contemplated by Section 9.15 hereof) for, and hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust under Section 12.03. Section 9.08. Disqualification; Conflicting Interests. If the Trustee shall have or acquire any conflicting interest within the meaning of the Trust Indenture Act, it shall either eliminate such conflicting interest or resign to the extent, in the manner and with the effect, and subject to the conditions, provided in the Trust Indenture Act and this Indenture. Section 9.09. Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder which shall be: (a) a corporation organized and doing business under the laws of the United States of America, any State or Territory thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by Federal or State authority, or (b) if and to the extent permitted by the Commission by rule, regulation or order upon application, a corporation or other Person organized and doing business under the laws of a foreign government, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 or the U.S. Dollar equivalent of the applicable foreign currency and subject to supervision or examination by authority of such foreign government or a political subdivision thereof substantially equivalent to supervision or examination applicable to United States institutional trustees, and, in either case, qualified and eligible under this Article and the Trust Indenture Act. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of such supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No obligor upon the Securities or person directly or indirectly controlling, controlled by, or under common control with such obligor shall serve as Trustee upon such Securities. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. Section 9.10 Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 9.11. (b) The Trustee may resign at any time by giving written notice thereof to the Company and ELI. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Company, ELI and the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. (c) The Trustee may be removed at any time by an Act of the Holders of a majority in principal amount of the Outstanding Securities, delivered to the Trustee, the Company and ELI. (d) If at any time: (i) the Trustee shall fail to comply with Section 9.08 after written request therefor by any Owner Trustee, the Company, ELI or by any Holder who has been a bona fide Holder of a Security for at least six months, or (ii) the Trustee shall cease to be eligible under Section 9.09 and shall fail to resign after written request therefor by any Lessor or by any such Securityholder, or (iii) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (i) ELI, acting after consultation with the Company, may remove the Trustee by Board Resolution or (ii) subject to Section 8.10, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, ELI, acting after consultation with the Company, shall promptly appoint by Board Resolution a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company, ELI and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by ELI. If no successor Trustee shall have been so appointed by ELI, acting after consultation with the Company, or by the Holders, and accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. (f) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. (g) No Trustee under the Indenture shall be personally liable for any action or omission of any successor Trustee. Section 9.11. Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Company, ELI and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of any Owner Trustee, the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 9.07. Upon request of any such successor Trustee, ELI and the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts. No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article. Section 9.12. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenti cated with the same effect as if such successor Trustee had itself authenticated such Securities. Section 9.13. Preferential Collection of Claims against any Obligor. If the Trustee shall be or become a creditor of any obligor (within the meaning of the Trust Indenture Act) upon the Securities, the Trustee shall be subject to any and all applicable provisions of the Trust Indenture Act regarding the collection of claims against such obligor. Section 9.14. Authorized Agents. (a) There shall at all times hereunder be a Paying Agent authorized by the Company to pay the principal of and premium, if any, and interest on any Securities and a Security Registrar for the purpose of registration of transfer and exchange of Securities. The Trustee is hereby initially appointed as Paying Agent and Security Registrar hereunder. The Company may appoint one or more Paying Agents. Any Paying Agent (other than one simultaneously serving as the Trustee) from time to time appointed hereunder shall execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (1) hold all sums held by it for the payment of principal of and premium, if any, and interest on Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee within five days thereafter notice of any default by any obligor upon the Securities in the making of any such payment of principal, premium, if any, or interest; and (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. Notwithstanding any other provision of this Indenture, any payment required to be made to or received or held by the Trustee may, to the extent authorized by written instructions of the Trustee, be made to or received or held by a Paying Agent in the Borough of Manhattan, The City of New York, for the account of the Trustee. (b) In addition, at any time when any of the Securities remain Outstanding the Trustee may appoint an Authenticating Agent or Agents with respect to the Securities of one or more series which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 2.09, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder (it being understood that wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent). If an appointment of an Authenticating Agent with respect to the Securities of one or more series shall be made pursuant hereto, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee's certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. _______________________________________ As Trustee By____________________________________ As Authenticating Agent By____________________________________ Authorized Signatory (c) Any Authorized Agent shall be (i) acceptable to the Company and ELI, (ii) a bank or trust company, (iii) a corporation organized and doing business under the laws of the United States or of any State, Territory or the District of Columbia, with a combined capital and surplus of at least $50,000,000, and (iv) authorized under such laws to exercise corporate trust powers, subject to supervision or examination by federal or state authorities. If such Authorized Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authorized Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authorized Agent shall cease to be eligible in accordance with the provisions of this Section, such Authorized Agent shall resign immediately in the manner and with the effect specified in this Section. (d) Any corporation into which any Authorized Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authorized Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authorized Agent, shall be the successor of such Authorized Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authorized Agent or such successor corporation. (e) Any Authorized Agent may at any time resign by giving written notice of resignation to the Trustee, ELI and the Company. The Company may, and at the request of the Trustee or ELI shall, at any time, terminate the agency of any Authorized Agent by giving written notice of termination to such Authorized Agent and to the Trustee. Upon the resignation or termination of an Authorized Agent or in case at any time any such Authorized Agent shall cease to be eligible under this Section (when, in either case, no other Authorized Agent performing the functions of such Authorized Agent shall have been appointed), the Company shall promptly appoint one or more qualified successor Authorized Agents approved by the Trustee and ELI to perform the functions of the Authorized Agent which has resigned or whose agency has been terminated or who shall have ceased to be eligible under this Section. The Company shall give written notice of any such appointment to all Holders as their names and addresses appear on the Security Register. In the event that an Authorized Agent shall resign or be removed, or be dissolved, or if the property or affairs of such Authorized Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Company shall not have appointed such Authorized Agent's successor or successors, the Trustee shall ipso facto be deemed to be such Authorized Agent for all purposes of this Indenture until the Company appoints a successor or successors to such Authorized Agent. Section 9.15. Co-Trustee or Separate Trustee. (a) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which property shall be held subject to the lien hereof, or the Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interest of Holders, or the Holders of a majority in principal amount of Outstanding Securities shall in writing so request, the Trustee, the Company and ELI shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company or one or more Persons approved by the Trustee either to act as co-trustee or co-trustees of all or any part of the Pledged Property jointly with the Trustee originally named herein or any successor or successors, or to act as separate trustee or trustees of all or any such property. In the event ELI and the Company shall have not joined in the execution of such instruments and agreements within 10 days after the receipt of a written request from the Trustee so to do, or in case an Event of Default shall have occurred and be continuing, the Trustee may act under the foregoing provisions of this Section without the concurrence of ELI or the Company; and ELI and the Company each hereby appoint the Trustee its agent and attorney to act for it under the foregoing provisions of this Section in either of such contingencies. (b) Every additional trustee hereunder shall, to the extent permitted by law, be appointed and act, and such additional trustee and its successors shall act, subject to the following provisions and conditions, namely: (1) the Securities shall be authenticated and delivered, and all powers duties, obligations and rights conferred upon the Trustee in respect of the custody, control and management of moneys, papers or securities, shall be exercised, solely by the Trustee, unless otherwise expressly permitted by the terms hereof; (2) all rights, powers, duties and obligations conferred or imposed upon the Trustee (other than those referred to in the preceding clause (1)), shall be conferred or imposed upon and exercised or performed by the Trustee and such additional trustee or trustees jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trustee or trustees; (3) no power given hereby to, or which it is provided hereby may be exercised by, any such additional trustee or trustees, shall be exercised hereunder by such additional trustee or trustees, except jointly with, or with the consent in writing of, the Trustee, anything herein contained to the contrary notwithstanding; (4) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (5) ELI, the Company and the Trustee, at any time, by an instrument in writing, executed by them jointly, may remove any such additional trustee, and in that case, by an instrument in writing executed by them jointly, may appoint a successor or successors to such additional trustee or trustees, as the case may be, anything herein contained to the contrary notwithstanding; provided, however, that if ELI, the Company and the Trustee remove any such additional trustee which has been appointed at the request of the Holders pursuant to clause (a) above, then such parties shall appoint a successor or successors to such additional trustee so removed unless the Holders of a majority in principal amount of Outstanding Securities shall have agreed in writing that no such successor or successors need be appointed. In the event that ELI and the Company shall not have joined in the execution of any such instrument within 10 days after the receipt of a written request from the Trustee to do so, the Trustee shall have the power to remove any such additional trustee and to appoint a successor additional trustee without the concurrence of ELI and the Company, each hereby appointing the Trustee its agent and attorney to act for it in such connection in such contingency. In the event that the Trustee alone shall have appointed an additional trustee or trustees or co-trustee or co-trustees as above provided, it may at any time, by an instrument in writing, remove any such additional trustee or co-trustee, the successor to any such trustee or co-trustee so removed, to be appointed by ELI, the Company and the Trustee, or by the Trustee alone, as hereinbefore in this Section provided. ARTICLE TEN Holders' Lists and Reports by Trustee and ELI Section 10.01. ELI to Furnish Trustee Names and Addresses of Holders. Semiannually, not later than March 31 and September 30 in each year, commencing March 31, 1998 and at such other times as the Trustee may request in writing, ELI shall furnish or cause to be furnished to the Trustee information as to the names and addresses of the Holders, and the Trustee shall preserve such information and similar information received by it in any other capacity and afford to the Holders access to information to be preserved by it, all to such extent, if any, and in such manner as shall be required by the Trust Indenture Act; provided, however, that so long as the Trustee is the sole Security Registrar, or is otherwise furnished a copy of the Security Register, no such list need be furnished by ELI. Section 10.02. Reports by Trustee and ELI. If required by Section 313 (a) of the Trust Indenture Act, within thirty days after December 1 in each year commencing December 1, 1997, the Trustee shall transmit to the Holders and the Commission a report with respect to any events described in Section 313(a) of the Trust Indenture Act, in such manner and to the extent required by the Trust Indenture Act. The Trustee shall transmit to the Holders and the Commission, and ELI shall file with the Trustee and transmit to the Holders, such other information, reports and other documents, if any, at such times and in such manner, as shall be required by the Trust Indenture Act. ARTICLE ELEVEN Supplemental Indentures; Amendments Section 11.01. Supplemental Indentures Without Consent of Holders. Without the consent of the Holders of any Securities, ELI, when authorized by a Board Resolution, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (a "Series Supplemental Indenture" in the case of item (a) below), in form satisfactory to the Trustee, for any of the following purposes: (a) to establish the form and terms of Securities of any series of Securities permitted by Sections 2.01 and 2.03; or (b) to evidence the succession of another corporation to ELI and the assumption by any such successor of the covenants of ELI herein contained, or to evidence the succession of another corporation to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities contained; or (c) to evidence the succession of a new trustee hereunder or a co-trustee or separate trustee pursuant to Section 9.15 hereof; (d) to add to the covenants of the Company or ELI, for the benefit of the Holders of the Securities, or to evidence the surrender of any right or power herein conferred upon the Company or ELI; or (e) to convey, transfer and assign to the Trustee, and to subject to the Lien of this Indenture, with the same force and effect as though included in the Granting Clauses hereof, additional Pledged Lessor Bonds or additional properties or assets, and to correct or amplify the description of any property at any time subject to the Lien of this Indenture or to assure, convey and confirm unto the Trustee any property subject or required to be subject to the Lien of this Indenture; or (f) to permit or facilitate the issuance of Securities in uncertificated form; or (g) to change or eliminate any provision of this Indenture; provided, however, that if such change or elimination shall adversely affect the interests of the Holders of Securities of any series, such change or elimination shall become effective with respect to such series only when no Security of such series remains Outstanding; or (h) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the interest of the Holders of the Securities in any material respect. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended and: (x) if any such amendment shall require one or more changes to any provisions hereof or the inclusion herein of any additional provisions, or shall by operation of law be deemed to effect such changes or incorporate such provisions by reference or otherwise, this Indenture shall be deemed to have been amended so as to conform to such amendment to the Trust Indenture Act, and the Company, ELI and the Trustee may, without the consent of any Holders, enter into an indenture supplemental hereto to evidence such amendment hereof; or (y) if any such amendment shall permit one or more changes to, or the elimination of, any provisions hereof which, at the date of the execution and delivery hereof or at any time thereafter, are required by the Trust Indenture Act to be contained herein or are contained herein to reflect any provisions of the Trust Indenture Act as in effect at such date, this Indenture shall be deemed to have been amended to effect such changes or elimination, and the Company, ELI and the Trustee may, without the consent of any Holders, enter into an indenture supplemental hereto to evidence such amendment hereof. Section 11.02. Supplemental Indenture With Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of all series then Outstanding under this Indenture, considered as one class, by Act of said Holders delivered to the Company, ELI and the Trustee, the Company and ELI, when authorized by a Board Resolution, may, and the Trustee, subject to Sections 11.03 and 11.04, shall, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture; provided, however, that if there shall be Securities of more than one series Outstanding hereunder and if a proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such series, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series so directly affected, considered as one class, shall be required; and provided, further, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security or coupon of each series directly affected thereby: (a) change the Stated Maturity of the principal of, or any installment of interest on, or any Installment Payment Date, or the dates or circumstances of payment of premium, if any, on, any Security, or reduce the principal amount thereof or the interest thereon or any premium payable upon the redemption thereof, or change the place of payment where, or the coin or currency in which, any Security or the premium, if any, or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment of principal or interest on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date) or such payment of premium, if any, on or after the date such premium becomes due and payable or change the dates or the amounts of payments to be made through the operation of a Sinking Fund or through installment payments of principal in respect of such Securities, or (b) permit the creation of any lien prior to or, except with respect to additional series of Securities issued in accordance with the terms of this Indenture, pari passu with the Lien of this Indenture with respect to any of the Pledged Property, or terminate the Lien of this Indenture on any Pledged Property (except in each case as permitted by, and pursuant to, Article Four) or deprive any Holder of the security afforded by the Lien of this Indenture, or (c) reduce the percentage in principal amount of the Outstanding Securities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or reduce the requirements of Section 13.04 for quorum or voting, or (d) modify any of the provisions of this Section or Section 8.08, except to increase any percentage or percentages referred to in this Section or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Security affected thereby. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Upon receipt by the Trustee of Board Resolutions of the Company and ELI and such other documentation as the Trustee may reasonably require and upon the filing with the Trustee of evidence of the Act of said Holders, the Trustee shall join in the execution of such supplemental indenture or other instrument, as the case may be, subject to the provisions of Sections 11.03 and 11.04. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Section 11.03. Documents Affecting Immunity or Indemnity. If in the opinion of the Company or the Trustee any document required to be executed by it pursuant to the terms of Section 11.02 affects any interest, right, duty, immunity or indemnity in favor of the Company or the Trustee under this Indenture or any of the Participation Agreements, the Company or the Trustee, as the case may be, may in its discretion decline to execute such document. Section 11.04. Election of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall receive, and (subject to Section 9.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. Section 11.05. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall, subject to the provisions of this Article, be bound thereby. Section 11.06. Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the TIA as then in effect. Section 11.07. Reference in Securities to Supplemental Indentures. Securities authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by any Owner Trustee, the Company or ELI, bear a notation in form approved by such Lessor, the Company, ELI and the Trustee as to any matter provided for in such supplemental indenture; and, in such case, suitable notation may be made upon Outstanding Securities after proper presentation and demand. If any Owner Trustee, the Company or ELI shall so determine, new Securities so modified as to conform, in the opinion of such Owner Trustee, the Company, ELI and the Trustee, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities. Section 11.08. Trustee may Join in Amendments. Without the consent of the Holders of any Securities, the Trustee may join in the execution of amendments of or supplements to, or waivers of the provisions of, any Participation Agreement. ARTICLE TWELVE Satisfaction and Discharge Section 12.01. Satisfaction and Discharge of Securities. Any Security or Securities, or any portion of the principal amount thereof, shall, prior to the Stated Maturity of principal thereof, be deemed to have been paid for all purposes of this Indenture, and the entire indebtedness of the Company in respect thereof shall be deemed to have been satisfied and discharged: (a) if the Company shall have irrevocably deposited with the Trustee, in trust, money in an amount which shall be sufficient to pay when due the principal of and premium, if any, and interest due and to become due on such Securities or portions thereof on and prior to the Stated Maturity of principal thereof or upon redemption or each principal Installment Payment Date; or (b) if the Pledged Lessor Bonds, of the series corresponding to the series of which such Security or Securities are a part, shall be deemed to have been paid in accordance with Section 11.01(a) of the Lease Indenture or Lease Indentures under which such Pledged Lessor Bonds were issued; provided, however, that, in case of redemption of Securities, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; and provided, further, that the Company shall have delivered to the Trustee: (x) if any such deposit of money shall have been made prior to the Stated Maturity of principal or Redemption Date of such Securities, a Company Order stating that such money shall be held by the Trustee, in trust, as provided in Section 12.03, (y) if such Pledged Lessor Bonds are so deemed to have been paid, a copy of each certificate or opinion delivered to the Lease Indenture Trustees pursuant to Section 11.01(a) of the related Lease Indentures; and (z) if such deposit shall have been made or if such pledged Lessor Bonds are so deemed to have been paid, in either case, prior to the Stated Maturity of principal or Redemption Date of such Securities, an Opinion of Counsel to the effect that such deposit or deemed payment, as the case may be, and satisfaction and discharge of indebtedness shall not be deemed to be, or result in, a taxable event with respect to the holders of such Securities for purposes of United States Federal income taxation; provided that such Opinion of Counsel need not address the matters specified in this clause (z) if the Trustee shall have received documentary evidence that each Holder of such Security either is not subject to, or is exempt from, United States Federal income taxation. Upon satisfaction of the aforesaid conditions with respect to any Security or Securities or portion thereof, the Trustee shall, upon receipt of a Company Request, acknowledge in writing that such Security or Securities or portions thereof are deemed to have been paid for all purposes of this Indenture and that the entire indebtedness of the Company in respect thereof is deemed to have been satisfied and discharged. If payment at Stated Maturity of principal of less than all of the Securities of any series is to be provided for in the manner and with the effect provided in this Section, the Trustee shall select such Securities, or portions of principal amount thereof, in the manner specified by Section 6.03 for selection for redemption of less than all the Securities of a series. In the event that Securities which shall be deemed to have been paid as provided in this Section do not mature and are not to be redeemed within the sixty (60) day period commencing with the date of the deposit with the Trustee of moneys, or the date on which Pledged Lessor Bonds are deemed to have been paid, as the case may be, the Company shall, as promptly as practicable, give a notice, in the same manner as a notice of redemption with respect to such Securities, to the Holders of such Securities to the effect that such Securities are deemed to have been paid and the circumstances thereof. Notwithstanding the satisfaction and discharge of any Securities as aforesaid, the obligations of the Company and the Trustee in respect of such Securities under Sections 2.07, 2.08, 2.09, 5.02, 5.03, 9.07 and 9.14 and this Article Twelve shall survive. Section 12.02. Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect (except as hereinafter expressly provided), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) either (i) all Securities theretofore authenticated and delivered (other than (A) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 and (B) Securities deemed to have been paid in accordance with Section 12.01) have been delivered to the Trustee for cancellation; or (ii) all Securities not theretofore delivered to the Trustee for cancellation shall be deemed to have been paid in accordance with Section 12.01; (b) all other sums due and payable hereunder have been paid; and (c) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Upon satisfaction of the aforesaid conditions, the Trustee shall, upon receipt of a Company Request, acknowledge in writing the satisfaction and discharge of this Indenture. Notwithstanding the satisfaction and discharge of this Indenture as aforesaid, the obligations of the Company, ELI and the Trustee under Sections 2.07, 2.08, 2.09, 5.02, 5.03, 9.07 and 9.14 and this Article Twelve shall survive. Upon satisfaction and discharge of this Indenture as provided in this Section, the Trustee shall assign, transfer and turn over to or upon the order of the Company, any and all money, securities and other property then held by the Trustee for the benefit of the Holders of the Securities other than money held by the Trustee pursuant to Section 12.03 and the Pledged Lessor Bonds. Section 12.03. Application of Trust Money. The money deposited with the Trustee pursuant to Section 12.01 shall not be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal of and premium, if any, and interest on the Securities or portions of principal amount thereof in respect of which such deposit was made, all subject, however, to the provisions of Section 5.03; provided, however, that, if not then needed for such purpose, such money shall, to the extent practicable, be invested in direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America or certificates of an ownership interest in the principal of or interest on any of such obligations, in any case maturing at such times and in such amounts as shall be sufficient to pay when due the principal of and premium, if any, and interest due and to become due on such Securities or portions thereof on and prior to the Stated Maturity, Installment Payment Dates or Redemption Date thereof, and so long as there shall not have occurred and be continuing an Event of Default, interest earned from such investment shall be paid over to or upon the order of the Company as received by the Trustee, less any fees and expenses of the Trustee (including without limitation the fees and expenses of its counsel) incurred in connection therewith free and clear of any trust, lien or pledge under this Indenture; and provided, further, that, so long as there shall not have occurred and be continuing an Event of Default, any moneys held by the Trustee in accordance with this Section on the Stated Maturity, Installment Payment Dates or Redemption Date of all such Securities in excess of the amount required to pay the principal of and premium, if any, and interest then due on such Securities shall be paid over to or upon the order of the Company less any fees and expenses of the Trustee (including without limitation the fees and expenses of its counsel) incurred in connection therewith free and clear of any trust, lien or pledge under this Indenture. ARTICLE THIRTEEN Meetings of Holders of Securities; Action without Meeting Section 13.01. Purposes for Which Meetings May Be Called. A meeting of Holders of Securities of one or more, or all, series, may be called at any time and from time to time pursuant to this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of Securities of such series. Section 13.02. Call, Notice and Place of Meetings. (a) The Trustee may at any time call a meeting of Holders of Securities of one or more, or all, series for any purpose specified in Section 13.01, to be held at such time and at such place in the Borough of Manhattan, The City of New York, as the Trustee shall determine, or, with the approval of the Company and ELI, at any other place. Notice of every such meeting, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given to the Company, ELI, each Owner Trustee, each Owner Participant and the Holders, in the manner provided in Sections 1.05 and 1.06 and, in the case of each Owner Trustee or Owner Participant, in the manner specified in Section 19 of the Participation Agreement, not less than 21 nor more than 180 days prior to the date fixed for the meeting. (b) If the Trustee shall have been requested to call a meeting of the Holders of Securities of one or more, or all, series by the Company, by ELI or by the Holders of 33% in aggregate principal amount of all of such series, considered as one class, for any purpose specified in Section 13.01, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have made the first publication of the notice of such meeting within 21 days after receipt of such request or shall not thereafter have proceeded to cause the meeting to be held as provided herein, then the Company, ELI or the Holders of Securities of such series in the amount above specified, as the case may be, may determine the time and the place in the Borough of Manhattan, The City of New York, or in such other place as shall be determined or approved by the Company and ELI, for such meeting and may call such meeting for such purposes by giving notice thereof as provided in subsection (a) of this Section. (c) Any meeting of Holders of Securities of one or more, or all, series shall be valid without notice if the Holders of all Outstanding Securities of such series are present in person or by proxy and if representatives of the Company, ELI and the Trustee are present, or if notice is waived in writing before or after the meeting by the Holders of all Outstanding Securities of such series, or by such of them as are not present at the meeting in person or by proxy, and by the Company, ELI and the Trustee. Section 13.03. Persons Entitled to Vote at Meetings. To be entitled to vote at any meeting of Holders of Securities of one or more, or all, series, a Person shall be (a) a Holder of one or more Outstanding Securities of such series or (b) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of such series by such Holder or Holders. The only Persons who shall be entitled to attend any meeting of Holders of Securities of any series shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel and any representatives of the Company, ELI, any Owner Trustee and any Owner Participant and their respective counsel. Section 13.04. Quorum; Action. The Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities of the series with respect to which a meeting shall have been called as hereinbefore provided, considered as one class, shall constitute a quorum for a meeting of Holders of Securities of such series: provided, however, that if any action is to be taken at such meeting which this Indenture expressly provides may be taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the Outstanding Securities of such series, considered as one class, the Persons entitled to vote such specified percentage in principal amount of the Outstanding Securities of such series, considered as one class, shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Except as provided by Section 13.05(e), notice of the reconvening of any adjourned meeting shall be given as provided in Section 13.02(a), except that such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Securities of such series which shall constitute a quorum. Except as limited by Section 11.02, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted only by the affirmative vote of the Holders of a majority in aggregate principal amount of the Outstanding Securities of the series with respect to which such meeting shall have been called, considered as one class; provided, however, that, except as so limited, any resolution with respect to any action which this Indenture expressly provides may be taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the Outstanding Securities of such series, considered as one class, may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified percentage in principal amount of the Outstanding Securities of such series, considered as one class. Any resolution passed or decision taken at any meeting of Holders of Securities duly held in accordance with this Section shall be binding on all the Holders of Securities of the series with respect to which such meeting shall have been held, whether or not present or represented at the meeting. Section 13.05. Attendance at Meetings; Determination of Voting Rights; Conduct and Adjournment of Meetings. (a) Attendance at meetings of Holders of Securities may be in person or by proxy; and, to the extent permitted by law, any such proxy shall remain in effect and be binding upon any future Holder of the Securities with respect to which it was given unless and until specifically revoked by the Holder or future Holder of such Securities before being voted. (b) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities in regard to proof of the holding of such Securities and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.04 and the appointment of any proxy shall be proved in the manner specified in Section 1.04. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 1.04 or other proof. (c) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company, ELI or by Holders of Securities as provided in Section 13.02(b), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities of all series represented at the meeting, considered as one class. (d) At any meeting each Holder of a Security or proxy shall be entitled to one vote for each $1,000 principal amount of Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security or proxy. (e) Any meeting duly called pursuant to Section 13.02 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities of all series represented at the meeting, considered as one class; and the meeting may be held as so adjourned without further notice. Section 13.06. Counting Votes and Recording Action of Meetings. The vote upon any resolution submitted to any meeting of Holders of Securities shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities, of the series with respect to which the meeting shall have been called, held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in quadruplicate of all votes cast at the meeting. A record, a least in quadruplicate, of the proceedings of each meeting of Holders of Securities shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 13.02 and, if applicable, Section 13.04. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to each of the Company and ELI, and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. Section 13.07. Action Without Meeting. In lieu of a vote of Holders of Securities at a meeting as hereinbefore contemplated in this Article, any request, demand, authorization, direction, notice, consent, waiver or other action may be made, given or taken by Holders of Securities by written instruments as provided in Section 1.04. ARTICLE FOURTEEN Liability of the Company Solely Corporate; No Liability of ELI Section 14.01. Liability of the Company Solely Corporate. No recourse shall be had for the payment of the principal of or premium, if any, or interest on any Securities, or any part thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any obligation, covenant or agreement under this Indenture, against any incorporator, stockholder, officer or director, as such, past, present or future of the Company or of any predecessor or successor corporation (either directly or through the Company or a predecessor or successor corporation), whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that this Indenture and all the Securities are solely corporate obligations of the Company, and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer or director, past, present or future, of the Company or of any predecessor or successor corporation, either directly or indirectly through the Company or any predecessor or successor corporation, because of the indebtedness hereby authorized or under or by reason of any of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or to be implied herefrom or therefrom, and that any such personal liability is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution of this Indenture and the issuance of the Securities. Section 14.02. No Liability of ELI. In no event shall any provision of this Indenture or the Securities constitute a guaranty or assumption by ELI of the Securities or the indebtedness represented thereby (it being understood that, in accordance with Section 2.16 of each Lease Indenture, ELI may assume, or be deemed to have assumed, the Pledged Lessor Bonds). _____________ This instrument may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. In Witness Whereof, the parties have caused this Indenture to be duly executed as of the day and year first above written. W3A Funding Corporation By ---------------------------------- Title: Vice President Entergy Louisiana, Inc. By ------------------------------------ Title: Vice President and Treasurer Bankers Trust Company, as Trustee By ---------------------------------- Title: Vice President State of New York ) ) ss.: County of New York ) Personally appeared before me, the undersigned authority in and for the said county and state, on this __th day of ______________, within my jurisdiction, the within named ____________, who acknowledged that he is a Vice President of W3A Funding Corporation, a Delaware corporation, and that for and on behalf of the said corporation, and as its act and deed, he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. --------------------------------- Notary Public My Commission Expires: State of Louisiana ) ) ss.: Parish of Orleans ) Personally appeared before me, the undersigned authority in and for the said parish and state, on this __th day of ______________, within my jurisdiction, the within named ________________, who acknowledged that he is a _________________ of Entergy Louisiana, Inc., a Louisiana corporation, and that for and on behalf of the said corporation, and as its act and deed, he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ---------------------------- Notary Public My Commission Expires: State of New York ) ) ss.: County of New York ) Personally appeared before me, the undersigned authority in and for the said county and state, on this __th day of _______________, within my jurisdiction, the within named ____________________, who acknowledged that he is a __________ of Bankers Trust Company, a New York banking corporation, and that for and on behalf of the said corporation, and as its act and deed,he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. -------------------------------- Notary Public My Commission Expires: EXHIBIT A IDENTIFICATION OF CERTAIN DOCUMENTS AND PARTIES THERETO PART I Lease - Facility Lease No. 1, dated as of September 1, 1989, as amended and supplemented, between ELI and the Owner Trustee, as Lessor (a "Lessor"). Lease Indenture - Indenture of Mortgage and Deed of Trust No. 1, dated as of September 1, 1989, as amended and supplemented ("Lease Indenture No. 1"), between the Owner Trustee and Bankers Trust Company and Stanley Burg, as trustees (together, a "Lease Indenture Trustee"). Owner Trustee - First National Bank of Commerce as trustee under Trust Agreement No. 1, dated as of September 1, 1989, with ESSL 2, Inc. (the "Owner Participant"). Participation Agreement - Participation Agreement No. 1, dated as of September 1, 1989, as amended, among the Owner Participant, the Company, the Trustee, First National Bank of Commerce, individually and as Owner Trustee, Bankers Trust Company and Stanley Burg, individually and as Indenture Trustee, and ELI. PART II Lease - Facility Lease No. 2, dated as of September 1, 1989, as amended and supplemented, between ELI and the Owner Trustee, as Lessor (a "Lessor"). Lease Indenture - Indenture of Mortgage and Deed of Trust No. 2, dated as of September 1, 1989, as amended and supplemented ("Lease Indenture No. 2"), between the Owner Trustee and Bankers Trust Company and Stanley Burg, as trustees (together, a "Lease Indenture Trustee"). Owner Trustee - First National Bank of Commerce as trustee under Trust Agreement No. 2, dated as of September 1, 1989, with ESSL 2, Inc. (the "Owner Participant"). Participation Agreement - Participation Agreement No. 2, dated as of September 1, 1989, as amended, among the Owner Participant, the Company, the Trustee, First National Bank of Commerce, individually and as Owner Trustee, Bankers Trust Company and Stanley Burg, individually and as Indenture Trustee, and ELI. PART III Lease - Facility Lease No. 3, dated as of September 1, 1989, as amended and supplemented, between ELI and the Owner Trustee, as Lessor (a "Lessor"). Lease Indenture - Indenture of Mortgage and Deed of Trust No. 3, dated as of September 1, 1989, as amended and supplemented ("Lease Indenture No. 3"), between the Owner Trustee and Security Pacific National Trust Company (New York) and Kenneth T. McGraw, as trustee (together, a "Lease Indenture Trustee"). Owner Trustee - First National Bank of Commerce as trustee under Trust Agreement No. 3, dated as of September 1, 1989, with ESSL 2, Inc. (an "Owner Participant"). Participation Agreement - Participation Agreement No. 3, dated as of September 1, 1989, as amended, among the Owner Participant, the Company, the Trustee, First National Bank of Commerce, individually and as Owner Trustee, Bankers Trust Company and Stanley Burg, individually and as Indenture Trustee, and ELI. SUPPLEMENTAL INDENTURE NO. 1 dated as of July 1, 1997 to COLLATERAL TRUST INDENTURE dated as of July 1, 1997 among W3A FUNDING CORPORATION, ENTERGY LOUISIANA, INC. (formerly Louisiana Power & Light Company) and BANKERS TRUST COMPANY, as Trustee Issuance of Securities in connection with the Lease of Three Undivided Interests in Unit No. 3 of the Waterford Steam Electric Generating Station St. Charles Parish, Louisiana SUPPLEMENTAL INDENTURE NO. 1, dated as of July 1, 1997, among W3A FUNDING CORPORATION, a Delaware corporation (the "Company"), ENTERGY LOUISIANA, INC. (formerly Louisiana Power & Light Company), a Louisiana corporation ("ELI"), and BANKERS TRUST COMPANY, a New York banking corporation, not in its individual capacity but solely as trustee (the "Trustee"). WHEREAS, the Company and ELI have heretofore executed and delivered to the Trustee a Collateral Trust Indenture, dated as of July 1, 1997 (the "Original Indenture"), to provide for the issuance from time to time of the Company's bonds, notes or other evidences of indebtedness to be issued in one or more series (the "Securities"); and WHEREAS, Sections 2.03 and 11.01 of the Original Indenture provide, among other things, that the Company, ELI and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of Securities of any series as permitted by said Sections 2.03 and 11.01; and WHEREAS, the Company and ELI (a) desire the issuance by the Company of a separate series of Securities to be designated as hereinafter provided and (b) have requested the Trustee to enter into this Supplemental Indenture No. 1 for the purpose of establishing the form and terms of the Securities of such series (said Original Indenture, as supplemented by this Supplemental Indenture No. 1, being hereinafter called the "Indenture"); and WHEREAS, all action on the part of the Company and ELI necessary to authorize the execution and delivery of this Supplemental Indenture No. 1 and the issuance of the aforesaid Securities has been duly taken; and WHEREAS, all acts and things necessary to make the Securities of the series herein created and established, when executed by the Company and authenticated and delivered by the Trustee as provided in the Original Indenture, the valid, binding and legal obligations of the Company, and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed, and the execution of this Supplemental Indenture No. 1 and the creation and issuance under the Indenture of such Securities have in all respects been duly authorized; NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 1 WITNESSETH: That in order to establish the form and terms of and to authorize the authentication and delivery of the Securities of the series herein created and established, and in consideration of the acceptance of such Securities by the holders thereof and of the sum of one dollar duly paid to the Company by the Trustee at the execution of these presents, the receipt whereof is hereby acknowledged, the Company and ELI each covenant and agree with the Trustee, for the equal and proportionate benefit of the respective holders from time to time of the Securities, as follows: ARTICLE ONE THE BONDS SECTION 1.01. Terms of the Bonds. There is hereby created and established a separate series of Securities designated "Waterford 3 Secured Lease Obligation Bonds, 8.09% Series due 2017" (the "Bonds"). The Bonds shall be issued in the aggregate principal amount, shall bear interest at the rate per annum and shall have the Stated Maturity of principal set forth below: Original Interest Final Principal Amount Rate Maturity ----------------- --------- -------- Bonds $307,632,000 8.09% January 2, 2017 The Bonds shall be substantially in the form of Exhibit A hereto. The interest on the Bonds shall be due and payable as and from the most recent interest payment date to which interest has been paid or duly provided for or, with respect to any Bond issued prior to the first interest payment date, the date of original issuance thereof, semiannually on January 2 and July 2 in each year (commencing January 2, 1998), until the principal amount of the Bonds is paid in full or duly provided for. Payment of the principal of and premium, if any, and interest on each Bond shall be made to the Holder thereof upon presentation and surrender thereof at the corporate trust office of any Paying Agent, except that (i) payments of interest and Installment Payment Amounts on such Bonds, other than such amounts payable on the Stated Maturity thereof, shall be made without presentation or surrender thereof, by check drawn upon the Paying Agent and mailed to the address of the Holder of such Bond at the close of business on the Regular Record Date for such payment (except as provided in Section 2.16 of the Original Indenture in the case of a defaulted interest or Installment Payment Amount payment) as such address shall appear in the Security Register, and (ii) if such Holder shall be a securities depositary, such payment may be made by such other means in lieu of check as shall be agreed upon by ELI, the Trustee and such Holder. SECTION 1.02. Installment Payments of Principal. (a) Installment Payments. On each Installment Payment Date set forth below, the Company shall pay an installment of principal equal (subject to adjustment as set forth in Section 1.02(b)) in amount to the Installment Payment Percentage set forth below for such Installment Payment Date multiplied by the Original Principal Amount (as hereinafter defined) of such Bond. "Original Principal Amount," when used with respect to the Bonds, means the principal amount identified as such on the face of such Bond. Installment Installment Payment Payment Date Percentage January 2, 1999 8.205086597% January 2, 2000 6.682958210% January 2, 2001 6.682957885% January 2, 2002 6.682958210% January 2, 2003 10.824584244% January 2, 2004 5.353311749% January 2, 2005 0.203574401% January 2, 2006 0.864755617% January 2, 2007 0.989230639% January 2, 2008 1.710452749% January 2, 2009 3.631649503% January 2, 2010 4.847784366% January 2, 2011 7.737269855% January 2, 2012 4.543215595% January 2, 2013 3.328583177% January 2, 2014 4.481746047% January 2, 2015 4.111220549% January 2, 2016 0.430046614% January 2, 2017 18.688613993% (b) Certain Adjustments to Installment Payments and Stated Maturity. (i) The principal amount of Bonds to be paid in installments on Installment Payment Dates and at Stated Maturity, and the Stated Maturity, shall be adjusted (a "Payment Adjustment") at the direction of the Company, so as to correlate, as to amounts and dates, to any adjustment to the principal amortization and maturity schedule of the Pledged Lessor Bonds issued under any Lease Indenture pursuant to Section 2.17 of such Lease Indenture; provided, however, that (A) no Payment Adjustment shall be made by the Company which will increase or decrease the average life of the Bonds (calculated in accordance with generally accepted financial practice from the date of initial issuance) by more than 6 months or extend the final maturity of the Bonds and (B) the Company shall be obligated to make such adjustment upon (and only upon) the direction of the Owner Trustee in accordance with Section 2(c) of the Participation Agreement. If the Company shall elect to make the foregoing adjustment, the Company shall deliver to the Trustee and ELI at least 40 days prior to the first payment date proposed to be affected by such adjustment, a Company Request (A) stating that the Company is obligated to make a Payment Adjustment as contemplated in this Section, (B) setting forth a revised maturity and Installment Payment Percentage schedule applicable to the Bonds as to which a Payment Adjustment is to be made, (C) attaching a copy of the revised principal schedule or schedules for the corresponding Pledged Lessor Bonds, and (D) attaching calculations showing that (x) the average life of the Bonds will not be reduced or increased except as permitted by this subsection (b), (y) the aggregate principal amount of the Pledged Lessor Bonds identified on Schedule 1 hereto equals the aggregate principal amount of the Bonds and (z) the principal amortization schedules of such Pledged Lessor Bonds are such as to provide funds sufficient to repay in full, as and when due, the principal of the Bonds as and when scheduled to become due, whether upon payment of applicable Installment Payment Amounts on Installment Payment Dates or at Stated Maturity. The Trustee may conclusively rely on such Company Request and shall have no duty with respect to the calculations referred to in the foregoing clause (D), other than to make them available for inspection by any Holder of Bonds at the Corporate Trust Office upon reasonable notice and during business hours. The Trustee shall, at the expense of ELI, send to each Holder of Bonds in respect of which a Payment Adjustment has been made at least 30 days before the first payment date to be affected thereby, by first class mail, a copy of a schedule of principal amounts of Bonds to be repaid after giving effect to such Payment Adjustment. (ii) In the event that there shall have been any partial redemption of the Bonds (other than pursuant to principal installment payments), each Installment Payment Amount for each Bond subsequent to such redemption shall be reduced by (i) in the case of a partial redemption pursuant to Section 1.05 hereof, an amount equal to the amount obtained by multiplying such Installment Payment Amount as in effect prior to such redemption by a fraction of which the numerator shall be the aggregate principal amount of Bonds redeemed pursuant to such partial redemption, and the denominator shall be the aggregate unpaid principal amount of Bonds Outstanding immediately prior to such redemption and (ii) in the case of a partial redemption pursuant to Section 1.03 hereof, an amount such that the aggregate of all principal installment payments to be made on the Bonds on the relevant Installment Payment Date shall be equal to the amount of principal of the Pledged Lessor Bonds to be paid on such date under the remaining Lease Indentures, any such reduction to be made on a pro rata basis, as nearly as practicable, among the Holders of the Bonds of such series. SECTION 1.03. Redemption upon Lease Termination. If any Lease is to be terminated pursuant to Section 13(f) or (g) or Section 14 thereof, or Section 16(d)(5) of the related Participation Agreement, and all Pledged Lessor Bonds issued under the related Lease Indenture are to be prepaid, Bonds, equal in principal amount to the Pledged Lessor Bonds issued under such Lease Indenture shall be redeemed, on the date on which such Pledged Lessor Bonds are to be prepaid, at a Redemption Price equal to 100% of the unpaid principal amount thereof plus accrued interest, if any, to the Redemption Date, all subject, however, except in the case of a termination pursuant to Section 14 of such Lease, to the right of ELI to assume such Pledged Lessor Bonds in which event there shall be no redemption of Bonds as a consequence of such termination. SECTION 1.04. Sinking Fund Redemption. There shall be no Sinking Fund for the retirement of the Bonds of either series. SECTION 1.05. Other Redemption. The Bonds shall be subject to redemption, at the option of the Company, with the written consent of the Lessee and the Owner Trustee, in whole at any time or in part from time to time, at the Redemption Price of 100% of the unpaid principal amount of the Bonds to be so redeemed, plus accrued interest, if any, thereon to the Redemption Date, plus, if such redemption is made prior to January 22, 2008, the Make-Whole Premium, if any. "Make- Whole Premium" shall mean, with respect to the principal amount of any Bond to be redeemed on any Redemption Date, the amount which the Investment Banker determines as of the third Business Day prior to such Redemption Date to equal the product obtained by multiplying (a) the excess, if any, of (i) the sum of the present values of all the remaining scheduled payments of principal and interest from the Redemption Date to Stated Maturity, computed on a semi-annual basis by discounting such payments on each January 2 and July 2 at a rate equal to the Treasury Rate plus .125%, based on a 360-day year of twelve 30- day months, over (ii) the aggregate unpaid principal amount of such Bond plus any accrued but unpaid interest thereon by (b) a fraction the numerator of which shall be the principal amount of such Bond to be redeemed on such Redemption Date and the denominator of which shall be the aggregate unpaid principal amount of such Bond; provided that the aggregate unpaid principal amount of such Bond for the purpose of clauses (a)(ii) and (b) of this definition shall be determined after deducting the principal installment, if any, due on such Redemption Date. "Investment Banker" shall mean an independent investment banking institution of national standing appointed by ELI or, if the Trustee does not receive notice of such appointment at least ten days prior to a scheduled Redemption Date or if an event of default under any Lease shall have occurred and be continuing, appointed by the Owner Trustee. "Treasury Rate" shall mean, with respect to each Bond to be redeemed, a per annum rate (expressed as a semiannual equivalent and as a decimal and, in the case of United States Treasury bills, converted to a bond equivalent yield) determined to be the per annum rate equal to the semiannual yield to maturity of United States Treasury securities maturing on the Average Life Date of such Bond, as determined by interpolation between the most recent weekly average yields to maturity for two series of United States Treasury securities (A) one maturing as close as possible to, but earlier than, the Average Life Date of such Bond and (B) the other maturing as close as possible to, but later than, the Average Life Date of such Bond, in each case as published in the most recent H.15(519) (or, if a weekly average yield to maturity for United States Treasury securities maturing on the Average Life Date of such Bond is reported in the most recent H.15(519), as published in H.15(519)). H.15(519) means "Statistical Release H.15(519), Selected Interest Rates," or any successor publication, published by the Board of Governors of the Federal Reserve System. The most recent H.15(519) means the latest H.15(519) which is published prior to the close of business on the third business day prior to the applicable Redemption Date. "Average Life Date" shall mean, with respect to any Bond to be redeemed, the date which follows the redemption date by a period equal to the Remaining Weighted Average Life of such Bond. "Remaining Weighted Average Life" shall mean, with respect to any Bond to be redeemed, the number of days equal to the quotient obtained by dividing (A) the sum of the products obtained by multiplying (1) the amount of each remaining principal payment on such Bond by (2) the number of days from and including the redemption date, to but excluding the scheduled payment date of such principal payment by (B) the unpaid principal amount of such Bond. Section 1.06. Selection by Trustee of Bonds to be Redeemed. Subject to the provisions of subsection (a) and (b) of Section 6.03 of the Original Indenture, if fewer than all of the Bonds are to be redeemed, the particular Bonds to be redeemed shall be selected not more than 45 days prior to the Redemption Date by the Trustee by prorating, as nearly as practicable, the principal amount of such Bonds to be redeemed among the Holders of such Bonds. ARTICLE TWO PLEDGE OF LESSOR BONDS Section 2.01. Pledge of Lessor Bonds. To secure the payment of the principal of and premium, if any, and interest on all the Securities from time to time Outstanding under the Indenture, and the performance of the covenants therein and herein contained, the Company by these presents does grant, bargain, sell, release, convey, assign, transfer, mortgage, hypothecate, pledge, confirm to the Trustee and create a security interest in favor of the Trustee, for the benefit of the Holders, in the Lessor Bonds identified on Schedule 1 hereto (herein referred to as the "Pledged Lessor Bonds"), to be held by the Trustee, in trust, for the uses and purposes, and subject to the covenants and conditions, set forth in the Original Indenture. ARTICLE THREE MISCELLANEOUS SECTION 3.01. Execution as Supplemental Indenture. This Supplemental Indenture No. 1 is executed and shall be construed as an indenture supplemental to the Original Indenture and, as provided in the Original Indenture, this Supplemental Indenture No. 1 forms a part thereof. SECTION 3.02. Definitions. Capitalized terms used which are not defined herein shall have the meanings ascribed thereto in the Original Indenture. SECTION 3.03. Counterpart Execution. This Supplemental Indenture No. 1 may be executed in any number of counterparts and by each of the parties hereto or thereto on separate counterparts, all such counterparts together constituting but one and the same instrument. SECTION 3.02. Governing Law. This Supplemental Indenture No. 1 is being and will be executed and delivered in the State of New York, shall be deemed to be a contract made in such State and for all purposes shall be construed in accordance with and governed by the laws of the State of New York, except to the extent that laws of other jurisdictions are mandatorily applicable. IN WITNESS WHEREOF, the Company, ELI and the Trustee have caused this Supplemental Indenture No. 1 to be duly executed as of the day and year first above written. W3A FUNDING CORPORATION By ------------------------- Title: Vice President ENTERGY LOUISIANA, INC. By ------------------------- Title: Vice President BANKERS TRUST COMPANY, as Trustee By -------------------------- Title: Vice President STATE OF NEW YORK ) )ss.: COUNTY OF NEW YORK ) Personally appeared before me, the undersigned authority in and for the said county and state, on this ____ day of ____________, within my jurisdiction, the within named _____________, who acknowledged that he is a Vice President of W3A FUNDING CORPORATION, a Delaware corporation, and that for and on behalf of the said corporation, and as its act and deed, he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ___________________________________ Notary Public My Commission Expires: __________________________ STATE OF LOUISIANA ) )ss.: PARISH OF ORLEANS ) Personally appeared before me, the undersigned authority in and for the said parish and state, on this ____ day of _____________, within my jurisdiction, the within named ___________, who acknowledged that he is a ______________________ _________ of ENTERGY LOUISIANA, INC., a Louisiana corporation, and that for and on behalf of the said corporation, and as its act and deed, he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ___________________________________ Notary Public My Commission Expires: __________________________ STATE OF NEW YORK ) )ss.: COUNTY OF NEW YORK ) Personally appeared before me, the undersigned authority in and for the said county and state, on this ____ day of _______________, within my jurisdiction, the within named ________________, who acknowledged that he is a Vice President of BANKERS TRUST COMPANY, a New York banking corporation, Trustee under the above and foregoing instrument, and that for and on behalf of the said corporation, and as its act and deed in said capacity as Trustee and its having been duly authorized so to do, he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ___________________________________ Notary Public My Commission Expires: __________________________ SCHEDULE 1 PLEDGED LESSOR BONDS Lessor Bonds Issued Under Lease Indenture No. 1 Principal Interest Number Amount Rate Maturity ------ --------- -------- -------- R-1A-1 174,000,000 8.09% January 2, 2017 Lessor Bonds Issued Under Lease Indenture No. 2 Principal Interest Number Amount Rate Maturity ------ ---------- --------- -------- R-2B-1 87,000,000 8.09% January 2, 2017 Lessor Bonds Issued Under Lease Indenture No. 3 Principal Interest Number Amount Rate Maturity ------ ---------- --------- -------- R-3C-1 46,632,000 8.09% January 2, 2017 EXHIBIT A FORM OF BOND NUMBER R- ________________________ WATERFORD 3 SECURED LEASE OBLIGATION BOND, 8.09 % SERIES DUE 2017 STATED INTEREST RATE MATURITY CUSIP 8.09% January 2, 2017 REGISTERED HOLDER: ORIGINAL PRINCIPAL AMOUNT: DOLLARS W3A Funding Corporation, a Delaware corporation (hereinafter called the "Company", which term includes any successor corporation under the Indenture referred to below, all capitalized terms used herein without definition herein having the meanings ascribed thereto in such Indenture), for value received hereby promises to pay to the Registered Holder named above, or registered assigns, the unpaid portion of the Original Principal Amount (stated above) in installments on each Installment Payment Date as set forth below with the final installment due and payable on the Stated Maturity (stated above) and to pay interest (computed on the basis of a 360-day year consisting of twelve 30-day months) on the principal amount remaining unpaid from time to time from the most recent interest payment date to which interest has been paid or duly provided for or, if this Bond is dated prior to January 2, 1998, the date of the original issuance of Bonds of this series, semiannually on January 2 and July 2 in each year, commencing January 2, 1998 at the Interest Rate (stated above) per annum, until the principal hereof is paid in full or made available for payment. Payment of the principal of, and premium, if any, and interest on this Bond shall be made upon presentation and surrender hereof at the Corporate Trust Office of the Trustee in such coin or currency of the United States of America as at the time of payment is legal tender for payment of debts, except that (i) payment of interest and Installment Payment Amounts (other than such amounts payable on the Stated Maturity hereof) shall be made, without presentation or surrender hereof, by check mailed to the address of the Holder of this Bond at the close of business on the Regular Record Date for such payment, whether or not such Regular Record Date is a Business Day, as such address shall appear in the Security Register and (ii) if such Holder shall be a securities depositary, such payment shall be made by such means in lieu of check as shall be agreed upon by ELI (as hereinafter defined), the Trustee and such Holder. The Regular Record Date for a January 2 payment shall be December 15 and the Regular Record Date for a July 2 payment shall be June 15. Notwithstanding the foregoing, any interest or Installment Payment Amount not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Regular Record Date, and may be paid to the person in whose name this Bond (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such defaulted interest or defaulted installment to be fixed by the Trustee (as defined on the reverse hereof), notice of which shall be given to the Holders of the Bonds not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Bonds may be listed, and upon such notice as may be required by such exchange, all as more fully provided in such Indenture. As provided in the Indenture, in any case where any Redemption Date, Installment Payment Date or the Stated Maturity of principal of or any installment of interest on any bond, or any date on which any defaulted interest or principal is proposed to be paid, shall not be a Business Day, then (notwithstanding any other provision of the Indenture or this Bond) payment of interest and/or principal and premium, if any, shall be due and payable on the next succeeding Business Day with the same force and effect as if made on or at such nominal Redemption Date, Stated Maturity, Installment Payment Date or date on which the defaulted interest or principal is proposed to be paid and no interest shall accrue on the amount so payable for the period from and after such Redemption Date, Stated Maturity, Installment Payment Date or date for the payment of defaulted interest or principal, as the case may be. This Bond is one of an authorized issue of Securities of the Company known as its "Waterford 3 Secured Lease Obligation Bonds, 8.09 % Series due 2017" (the "Bonds"). The Bonds are issued under and secured by a Collateral Trust Indenture, dated as of July 1, 1997 (the "Original Indenture"), among the Company, Entergy Louisiana, Inc. (formerly Louisiana Power & Light Company), a Louisiana corporation ("ELI"), and Bankers Trust Company, as trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), as supplemented by Supplemental Indenture No. 1, dated as of July 1, 1997 among such parties (together, and as thereafter amended in accordance with its terms, the "Indenture"). The Indenture permits the issuance of additional series of Securities for the purposes and as provided therein. All Bonds are secured equally and ratably with one another and with any other Securities of the Company issued under the Indenture, as amended or supplemented. Reference is hereby made to the Indenture and any supplements or amendments thereto for a description of the nature and extent of the Securities issued thereunder, the property assigned, pledged and transferred thereunder and the respective rights of the Holders of the Bonds and of the Trustee and the Company in respect of such security and the terms upon which the Bonds are to be authenticated and delivered. The Holder of this Bond, by its acceptance hereof, is deemed to have consented and agreed to all the terms and provisions of the Indenture. The unpaid principal of and premium, if any, and interest on this Bond are payable from and secured by the assets subject to the lien of the Indenture and the income and proceeds received by the Trustee therefrom and all payments of principal, premium, if any, and interest shall be made in accordance with the terms of the Indenture. The Indenture provides that certain promissory bonds ("Pledged Lessor Bonds") are subject to the lien of the Indenture and that additional Pledged Lessor Bonds, as and when issued, can be made subject to the lien of the Indenture pursuant to Indenture supplements. The Pledged Lessor Bonds subject to the lien of the Indenture on the date of the initial issuance of Bonds were issued by First National Bank of Commerce, as owner trustee ("Owner Trustee") under each of Trust Agreement No. 1, Trust Agreement No. 2 and Trust Agreement No. 3 (each, a "Trust Agreement" and, together, the "Trust Agreements"), each such Trust Agreement with the institutional investor party thereto (each such institutional investor, an "Owner Participant"). Such Pledged Lessor Bonds were issued under either Indenture of Mortgage and Deed of Trust No. 1, or Indenture of Mortgage and Deed of Trust No. 2 or Indenture of Mortgage and Deed of Trust No. 3, each such indenture between an Owner Trustee, as owner trustee and lessor (a "Lessor") and Bankers Trust Company and Stanley Burg, as Corporate Indenture Trustee and Individual Indenture Trustee, respectively (each of such indentures, as it was executed and delivered and as thereafter amended in accordance with its terms, being herein called a "Lease Indenture" and each Corporate Indenture Trustee thereunder being herein called a "Lease Indenture Trustee"). Reference is made to each Lease Indenture for a description of the nature and extent of property assigned, pledged, transferred and mortgaged thereunder and the rights of the holders of Pledged Lessor Bonds. Except as expressly provided in a Lease Indenture, all payments of principal, premium, if any, and interest to be made on a Pledged Lessor Bond issued under such Lease Indenture will be made only from the assets subject to the lien of such Lease Indenture or the income and proceeds received by the Lease Indenture Trustee therefrom, including, in the case of each Lease Indenture, the rights of the Lessor which is a party thereto to receive basic rentals and certain other payments under a Facility Lease with ELI relating to an undivided interest in certain assets constituting part of Unit No. 3 of the Waterford Steam Electric Generating Station (each of such Facility Leases, as it was executed and delivered and as thereafter amended in accordance with its terms being herein called a "Lease"), which basic rentals and other payments will be at least sufficient to provide for the scheduled payments of the principal of and interest on each Pledged Lessor Bond issued under such Lease Indenture. Each Holder of this Bond, by its acceptance hereof, is deemed to have agreed (x) that it will look solely to the assets subject to the lien of the Indenture or the income or proceeds received by the Trustee therefrom, to the extent available for distribution to the Holder hereof as provided in the Indenture, and (y) that none of any Owner Participant, any Lessor, any Lease Indenture Trustee or the Trustee is liable to the Holder hereof or, in the case of any Owner Participant, Lessor or Lease Indenture Trustee, to the Trustee, for any amounts payable on this Bond, or, except as provided in the Indenture with respect to the Trustee, for any liability under the Indenture. With certain exceptions as therein provided, the supplementation of the Indenture for the purpose of adding any provisions thereto, or changing in any manner or eliminating any of the provisions thereof, will require the consent of the Holders of not less than a majority in aggregate unpaid principal amount of all Securities of all series at the time Outstanding under the Indenture considered as one class; provided, however, that if there shall be Securities of more than one series Outstanding under the Indenture and if a proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such series, then the consent only of the Holders of a majority in aggregate unpaid principal amount of the Outstanding Securities of all series so directly affected, considered as one class, shall be required. The Indenture also contains provisions permitting the Holders of not less than a majority in aggregate unpaid principal amount of the Securities at the time Outstanding, on behalf of the Holders of all of the Securities, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Bond shall be conclusive and binding upon such Holder and upon all future Holders of this Bond and of any Bond issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Bond. On each Installment Payment Date set forth below, the Company shall pay an installment of principal of this Bond equal (subject to adjustment as hereinafter described) in amount to the Installment Payment Percentage set forth below for such Installment Payment Date multiplied by the Original Principal Amount stated on the face of this Bond. Installment Installment Outstanding Payment Date Payment Percentage Balance Factor January 2, 1999 8.205086597% 0.9179491 January 2, 2000 6.682958210% 0.8511196 January 2, 2001 6.682957885% 0.7842900 January 2, 2002 6.682958210% 0.7174604 January 2, 2003 10.824584244% 0.6092145 January 2, 2004 5.353311749% 0.5556814 January 2, 2005 0.203574401% 0.5536457 January 2, 2006 0.864755617% 0.5449981 January 2, 2007 0.989230639% 0.5351058 January 2, 2008 1.710452749% 0.5180013 January 2, 2009 3.631649503% 0.4816848 January 2, 2010 4.847784366% 0.4332070 January 2, 2011 7.737269855% 0.3558343 January 2, 2012 4.543215595% 0.3104021 January 2, 2013 3.328583177% 0.2771163 January 2, 2014 4.481746047% 0.2322988 January 2, 2015 4.111220549% 0.1911866 January 2, 2016 0.430046614% 0.1868861 January 2, 2017 18.688613993% 0.0000000 The "Outstanding Balance Factor" as used in the foregoing table is for descriptive purposes only, and, unless there has been a partial redemption or a default or another installment payment adjustment, when multiplied by the Original Principal Amount of this Bond, represents the remaining unpaid principal amount of this Bond as of the Installment Payment Date indicated after payment of the principal installment on such date. As provided in the Indenture, the Stated Maturity and the amount of installment payments of principal for the Bonds may be adjusted, subject to certain restrictions, at the discretion of the Company in connection with certain recalculations of basic rent pursuant to either of the Leases; provided, however, that no payment adjustment shall be made by the Company which will increase or decrease the average life of the Bonds of this series (calculated in accordance with generally accepted financial practice from the date of initial issuance) by more than 6 months or extend the Stated Maturity of Bonds of this series. In the event of any partial redemption of Bonds (other than pursuant to the aforementioned principal installment payments) the amount of each installment payment of principal to be paid thereafter pursuant to the installment payment schedule indicated above and at the Stated Maturity shall be adjusted in accordance with the Indenture. Notwithstanding anything to the contrary set forth herein or in the Indenture, the unpaid principal amount hereof recorded on the Security Register maintained by the Security Registrar shall be controlling as to the remaining unpaid principal amount hereof. If any Lease is to be terminated pursuant to Section 13(f) or (g) or Section 14 thereof, or Section 16(d)(5) of the related Participation Agreement, and all Lessor Bonds issued under the related Lease Indenture are to be prepaid, Bonds, equal in principal amount to the Pledged Lessor Bonds issued under such Lease Indenture, shall be redeemed, on the date on which such Pledged Lessor Bonds are to be prepaid, at a redemption price equal to 100% of the unpaid principal amount thereof plus accrued interest to the Redemption Date, all subject, however, except in the case of a termination pursuant to Section 14 of such Lease, to the right of ELI to assume such Pledged Lessor Bonds in which event there shall be no redemption of Bonds as a consequence of such termination. The Bonds of this series shall be subject to redemption, at the option of the Company, with the prior written consent of the Lessee and the Owner Trustee, in whole at any time or in part from time to time, at the Redemption Price of 100% of the unpaid principal amount of such Bonds to be so redeemed, plus accrued interest, if any, thereon to the Redemption Date, plus, if such redemption is made prior to January 22, 2008, the Make- Whole Premium, if any, for the Bonds calculated as provided in the Indenture. In the event that any of the Bonds are called for redemption, notice shall be given to the Holders in accordance with Section 6.04 of the Original Indenture not less than 30 nor more than 60 days prior to the redemption date. With respect to any notice of redemption of Bonds (and not with respect to installment payments of principal payable on Installment Payment Dates) unless, upon the giving of such notice, such Bonds shall be deemed to have been paid in accordance with the provisions of the Indenture, such notice shall state that such redemption shall be conditional upon the receipt by the Trustee, on or prior to the date fixed for such redemption, of money sufficient to pay the principal of and premium, if any, and interest on such Bonds and that if such money shall not have been so received such notice shall be of no force or effect and the Company shall not be required to redeem such Securities. In the event that such notice of redemption contains such a condition and such money is not so received, the redemption shall not be made. Bonds (or portions thereof as aforesaid) for which redemption and payment provision is made in accordance with the Indenture shall thereupon cease to be entitled to the lien of the Indenture and shall cease to bear interest from and after the date fixed for redemption. If an Event of Default shall occur, the unpaid principal of this Bond may become or be declared due and payable in the manner and with the effect provided in the Indenture. The obligation of the Company to pay the principal of and premium, if any, and interest on this Bond, and the lien of the Indenture, is subject to being legally discharged prior to the Stated Maturity of this Bond upon the deposit with the Trustee of cash or certain securities sufficient to pay this Bond when due in accordance with the terms of the Indenture. This Bond is transferable by the Holder hereof in person or by attorney authorized in writing, at the Corporate Trust Office of the Security Registrar (or if such office is not in the Borough of Manhattan, The City of New York, at either such office or an office to be maintained in such Borough). Upon surrender for registration of transfer of this Bond, the Company shall execute, and the Trustee (or any Authenticating Agent) shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of the same series, of authorized denominations and of like tenor and aggregate principal amount. The Bonds are issuable only as registered Bonds without coupons in denominations of $1,000 and/or any integral multiple thereof. As provided in and subject to the provisions of the Indenture, Bonds may be exchanged for other Bonds of the same series, of authorized denominations, and of like tenor and aggregate principal amount, upon surrender at any office maintained for such purpose pursuant to the Indenture. No service charge will be made to any Holder of Bonds for any such transfer or exchange but the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The person in whose name this Bond is registered shall be deemed to be the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Bond be overdue, regardless of any notice to anyone to the contrary. As provided in the Indenture, the Indenture and the Bonds shall be construed in accordance with and governed by the laws of the State of New York, except to the extent that laws of other jurisdictions are mandatorily applicable. Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Bond shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this Bond to be duly executed under its corporate seal. Dated: W3A FUNDING CORPORATION By ---------------------- Vice President Attest -------------------------- Secretary CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture , as Trustee By ------------------------ Authorized Officer Dated __________________________ AMENDMENT NO. 1 dated as of July 1, 1997 to TAX INDEMNIFICATION AGREEMENT No. 2 dated as of September 1, 1989 between ESSL 2, INC. Beneficiary under Trust Agreement No. 2, dated as of September 1, 1989 with FIRST NATIONAL BANK OF COMMERCE AS OWNER TRUSTEE, Lessor, and ENTERGY LOUISIANA, INC. (formerly Louisiana Power & Light Company) Lessee SALE AND LEASEBACK OF AN UNDIVIDED INTEREST IN UNIT NO. 3 OF THE WATERFORD STEAM ELECTRIC GENERATING STATION AMENDMENT NO. 1, dated as of July 1, 1997 ("TIA Amendment No. 1"), to TAX INDEMNIFICATION AGREEMENT No. 2, dated as of September 1, 1989, between ESSL 2 INC., a Delaware corporation (the "Owner Participant"), beneficiary under the Trust Agreement, with FIRST NATIONAL BANK OF COMMERCE, a national banking association, not in its individual capacity, but solely as Owner Trustee under the Trust Agreement (the "Lessor") and ENTERGY LOUISIANA, INC. (formerly Louisiana Power & Light Company), a Delaware corporation (the "Lessee"). Capitalized terms not otherwise defined herein shall have the respective meanings specified in Appendix A to the Participation Agreement No. 2, dated as of September 1, 1989, (as amended by Amendment No. 1 thereto, dated as of the date hereof and as otherwise modified, amended or supplemented pursuant to the terms thereof; the "Participation Agreement") among the Owner Participant, the Lessor, BANKER'S TRUST COMPANY, not in its individual capacity but solely as successor Corporate Indenture Trustee under Indenture No. 2, and STANLEY BURG, not in his individual capacity but solely as successor Individual Indenture Trustee under Indenture No. 2, and the Lessee, or the Refunding Agreement. WHEREAS, pursuant to Participation Agreement No. 2, the Lessor agreed to purchase the Undivided Interest with funds provided by the Owner Participant and by the issuance of the Initial Series Bonds; WHEREAS, the Lessor executed the Facility Lease pursuant to which the Lessor has leased the Undivided Interest to the Lessee; WHEREAS, the Lessee and the Owner Participant have agreed for the Owner Participant to make an Additional Equity Investment and to cause the refinancing of the Initial Series Bonds through the issuance of the 1997 Bonds in amounts which, when added to the Additional Equity Investment made by the Owner Participant and any Rent paid by the Lessee, will be sufficient to redeem the Initial Series Bonds, including any premium and accrued interest thereon and to pay the Refunding Expenses; and WHEREAS, the Owner Participant and the Lessee have heretofore executed Tax Indemnification Agreement No. 2 and desire to amend Tax Indemnification Agreement No. 2 as hereinafter provided to clarify their respective rights and obligations arising from the transactions contemplated by Refunding Agreement No. 2 (the "Refunding"); NOW, THEREFORE, THIS AGREEMENT WITNESSETH: Tax Indemnification Agreement No. 2 is hereby amended, effective upon the execution and delivery of this Agreement, as follows: 1. Section 1.1(h) thereof is amended by (i) deleting the word "and" before "(vii)" and (ii) inserting the words ", and (viii) any Supplemental Rent paid in connection with the Refunding" immediately after the words "retained by the Owner Participant". 2. Section 1.1(i) thereof is amended by (i) inserting the words "through 1992 and 35% for each taxable year" immediately after the words "each taxable year" and immediately before the word "thereafter". 3. Section 1.1(o) thereof is amended by inserting the words ", Retirement Premium Deduction, Refunding Amortization Deductions" immediately after the words "the Amortization Deductions" and immediately before the words "and the Interest Deductions". 4. Section 1.1(p) thereof is amended by inserting the words "and the Refunding Date will be the date set forth in Schedule 1 to Amendment No. 1 to the Participation Agreement" immediately after the words "Participation Agreement" and immediately before the period ending the sentence. 5. Section 1.1 thereof is amended by adding the following tax assumptions after Section 1.1(p): "(q) The Owner Participant will be allowed a deduction for the premium paid with respect to the Refunded Bonds in the taxable year of the Owner Participant in which such premium is paid or accrued (the "Retirement Premium Deduction"); and the Owner Participant will be entitled to take the Retirement Premium Deduction into account in computing its consolidated federal income tax liability in accordance with the accrual method of tax accounting. (r) The Owner Participant will be allowed deductions for amortization of an amount equal to the Refunding Expenses to the extent payable by the Lessor pursuant to Section 3.01 of the Refunding Agreement computed on a straight-line basis over a term from the Refunding Date to the end of the Basic Lease Term (the "Refunding Amortization Deductions"); and the Owner Participant will be entitled to take the Refunding Amortization Deductions into account in computing its consolidated federal income tax liability in accordance with the accrual method of tax accounting." 6. The last sentence of section 1.1 thereof is amended by replacing "(p)" immediately after the words "The foregoing clauses (a) through" with "(r)". 7. Section 1.2(1)(d) thereof is amended by inserting the words "the Retirement Premium Deduction, the Refunding Amortization Deductions" immediately after the words "the Amortization Deductions," and immediately before the words "or any corresponding deduction or credit". 8. Section 1.2(1) is amended by adding the following representation after Section 1.2(1)(e): "(f) Assuming that the Facility Lease is a "true" lease for federal income tax purposes, the Owner Participant will be entitled to deduct the Retirement Premium Deduction and the Refunding Amortization Deductions." 9. Section 3.1(a)(1)(A) thereof is amended by inserting the words "(except the Refunding Agreement and any related amendments to the Transaction Documents)" (i) immediately after the words "the Transaction Documents" and immediately before the words "or an act", (ii) immediately after the words "the Transaction Documents" and immediately before the words ") by (i)" and (iii) immediately after the words "the Transaction Documents" and immediately before words ", shall each be an act". 10. Section 3.1(a)(1) thereof is amended by deleting the word "or" at the end of paragraph (F) thereof, inserting the word "or" at the end of paragraph (G) thereof and adding the following paragraph after paragraph (G) thereof: "(H) the presence of Funding Corporation, or any successor or assign thereof, in the transactions contemplated by the Transaction Documents," 11. Section 3.1(a)(2)(A) thereof is amended by inserting the words "the Retirement Premium Deduction, the Refunding Amortization Deductions", immediately after the words "the Amortization Deductions," and immediately before the words "or the Interest Deductions". 12. Section 6(a) thereof is amended by inserting the words ", the Retirement Premium Deduction, the Refunding Amortization Deductions" immediately after the words "the Amortization Deductions" and immediately before the words "or the Interest Deductions". 13. Section 6(b) thereof is amended by inserting the words ", the Retirement Premium Deduction, the Refunding Amortization Deductions" immediately after the words "the Amortization Deductions" and immediately before the words "or the Interest Deductions". IN WITNESS WHEREOF, the Owner Participant and the Lessee have each caused this TIA Amendment No. 1 to be duly executed in New York, New York by their respective officers thereunto duly authorized as of the date first set forth above. ENTERGY LOUISIANA, INC. ________________________________ Name: Title: ATTEST: ESSL 2, INC. ________________________ ________________________________ Name: Name: Title: Title: ACKNOWLEDGMENT STATE OF NEW YORK ) ) SS.: COUNTY OF NEW YORK ) On this ____ day of _________, ____, before me, the undersigned Notary Public, duly commissioned and qualified within the State and County aforesaid, personally came and appeared _____________________, who being by me duly sworn did say that he is a ___________________ of ESSL 2, INC., a Delaware corporation, and that said instrument was signed on behalf of said corporation by authority of its Board of Directors and that he acknowledged said instrument to be the free act and deed of said corporation. ______________________________ Notary Public My Commission Expires: _________ __, ____ ACKNOWLEDGMENT STATE OF NEW YORK ) ) SS.: COUNTY OF NEW YORK ) On this ____ day of _________, ____, before me, the undersigned Notary Public, duly commissioned and qualified within the State and County aforesaid, personally came and appeared _____________________, who being by me duly sworn did say that he is a ___________________ of ENTERGY LOUISIANA, INC., a Delaware corporation, and that said instrument was signed on behalf of said corporation by authority of its Board of Directors and that he acknowledged said instrument to be the free act and deed of said corporation. ______________________________ Notary Public My Commission Expires: _________ __, ____ EX-4 5 Exhibit 4 REFUNDING AGREEMENT NO. 3 dated as of June 27, 1997 among ESSL 2, INC., as Owner Participant, W3A FUNDING CORPORATION, as Funding Corporation, FIRST NATIONAL BANK OF COMMERCE, as Owner Trustee, BANKERS TRUST COMPANY, as Corporate Indenture Trustee under Indenture of Mortgage and Deed of Trust No. 3, dated as of September 1, 1989, as supplemented, with the Owner Trustee, and as Collateral Trust Trustee under Collateral Trust Indenture to be dated as of July 1, 1997, with the Lessee and Funding Corporation, STANLEY BURG, as Individual Indenture Trustee under Indenture of Mortgage and Deed of Trust No. 3, dated as of September 1, 1989, as supplemented, with the Owner Trustee, and ENTERGY LOUISIANA, INC. (formerly Louisiana Power & Light Company), as Lessee This REFUNDING AGREEMENT NO. 3, dated as of June 27, 1997, among ESSL 2, INC., as Owner Participant (such term and all other capitalized terms used herein and not defined herein having the respective meanings specified in Appendix A to the Participation Agreement referred to below, as modified by Schedule A-1 thereto), W3A FUNDING CORPORATION, as Funding Corporation, FIRST NATIONAL BANK OF COMMERCE, not in its individual capacity but solely as Owner Trustee, BANKERS TRUST COMPANY, as Corporate Indenture Trustee under the Indenture and as Collateral Trust Trustee under the Collateral Trust Indenture, STANLEY BURG, not in his individual capacity but solely as Individual Indenture Trustee under the Indenture, and ENTERGY LOUISIANA, INC. (formerly Louisiana Power & Light Company), as Lessee, W I T N E S S E T H: WHEREAS, the parties to this Refunding Agreement, other than Funding Corporation and the Collateral Trust Trustee, are parties to Participation Agreement No. 3, dated as of September 1, 1989 (as the same may be amended, modified or supplemented from time to time, the "Participation Agreement"), among the Owner Participant, the Owner Trustee, the Corporate Indenture Trustee, the Individual Indenture Trustee and the Lessee; and WHEREAS, the Initial Series Bonds were issued by the Owner Trustee in connection with the acquisition of the Undivided Interest; and WHEREAS, Section 2(b) of the Participation Agreement provides for a refunding of Outstanding Bonds upon satisfaction of the conditions set forth in Sections 2 and 10(c) of the Participation Agreement and Section 2.05 of the Indenture; and WHEREAS, the Lessee has requested such a refunding; and WHEREAS, Section 3(e) of the Facility Lease provides for an adjustment to Basic Rent and the Value Schedules in connection with the issuance of any Refunding Bonds; and WHEREAS, the Lessee and the Owner Participant have agreed for the Owner Participant to make an additional equity investment and to cause the refinancing of the Outstanding Initial Series Bonds through the issuance of Refunding Bonds and other Additional Bonds (together, the "1997 Bonds") in amounts sufficient to redeem such Outstanding Initial Series Bonds and finance certain transaction expenses associated therewith and the premium thereon, and accordingly have agreed that the refunding contemplated by this Agreement will require certain amendments to the Transaction Documents; and WHEREAS, on June 20, 1997, at the direction of the Lessee and the Owner Participant, the Owner Trustee gave the Indenture Trustee notice of redemption of the Initial Series Bonds on July 17, 1997 (the "Refunding Date"), and the Indenture Trustee gave notice of such redemption to the Holders of such Bonds on June 27, 1997, which notice provided, in accordance with Section 5.05 of the Indenture, that such redemption is conditional upon the receipt by the Indenture Trustee, on or prior to the Refunding Date, of money sufficient to pay the principal of, premium, if any, and interest on the Initial Series Bonds then outstanding and that, if such money shall not have been so received, said notice shall be of no force and effect and the Owner Trustee shall not be required to redeem such Outstanding Initial Series Bonds; and WHEREAS, the parties hereto wish to effect the refunding of the Outstanding Initial Series Bonds through a refunding transaction in which, among other things, Funding Corporation will issue Collateral Bonds to the public and will apply a portion of the proceeds thereof as a Refunding Loan for the account of the Owner Trustee for the refunding in whole of the Outstanding Initial Series Bonds and the payment of a portion of the premium related thereto, such loan to be evidenced by Additional Bonds issued by the Owner Trustee to or upon the order of Funding Corporation; and WHEREAS, the Lessee proposes to enter into an Underwriting Agreement, dated the date hereof (the "Refunding Underwriting Agreement"), with Funding Corporation, Morgan Stanley & Co. Incorporated and Citicorp Securities, Inc. (the "Refunding Underwriters"); and WHEREAS, in connection with the aforesaid, it will be necessary for the Owner Participant, the Lessee, Funding Corporation, the Owner Trustee, the Indenture Trustee and the Collateral Trust Trustee, subject to the conditions set forth herein, to enter into Amendment No. 1, dated as of July 1, 1997, to the Participation Agreement ("PA Amendment No. 1"), to make certain amendments and add certain provisions thereto; and WHEREAS, Section 10.01 of the Indenture provides, among other things, that the parties to the Indenture may, without consent of the Holders of any Bonds, execute a Series Supplemental Indenture in order to establish the terms of Additional Bonds and to make certain changes to the Indenture; and WHEREAS, subject to the conditions set forth herein, the Owner Trustee and the Indenture Trustee will execute Supplemental Indenture No. 2 to the Indenture, dated as of July 1, 1997 ("Supplemental Indenture No. 2"), providing, among other things, for the issuance of 1997 Bonds with the respective terms and conditions specified therein; and WHEREAS, Section 10.03 of the Indenture provides, among other things, that without the consent of the Holders of any Bonds, the Indenture Trustee (x) shall, upon receipt of a written instruction from the Lessee and the Owner Trustee, consent to certain amendments of the Facility Lease and (y) may join in certain amendments of the Participation Agreement; and WHEREAS, subject to the conditions set forth herein, the Owner Trustee and the Lessee intend to execute Lease Supplement No. 1 to the Facility Lease, dated as of July 1, 1997 ("Lease Supplement No. 1"), to make certain amendments to the Facility Lease; and WHEREAS, subject to the conditions set forth herein, the Owner Participant and the Lessee intend to execute Amendment No. 1, dated as of July 1, 1997 to the Tax Indemnification Agreement ("TIA Amendment No. 1") to amend certain provisions of the Tax Indemnification Agreement; and WHEREAS, Basic Rent and the Value Schedules, as set forth in Lease Supplement No. 1, will be adjusted to take into effect, among other things, the additional Tax Assumptions set forth in TIA Amendment No. 1 and the additional Pricing Assumptions set forth in Schedule 1 to PA Amendment No. 1; NOW, THEREFORE, in consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE ONE REFUNDING TRANSACTIONS 1 1.11. Agreement of Funding Corporation. Subject to the satisfaction or written waiver of the terms and conditions hereof and of Section 2 and 10(c) of the Participation Agreement, on the Refunding Date, Funding Corporation shall make a Refunding Loan by paying to the Indenture Trustee for the account of the Owner Trustee immediately available funds in an amount equal to $46,632,000, and shall receive the Owner Trustee's 1997 Bonds to evidence such Refunding Loan, as described in Section 1.02. The proceeds of the Refunding Loan shall be paid directly to a special account established by the Owner Trustee with the Indenture Trustee and shall be applied as set forth in Section 1.02. 1.12. Issuance of Refunding Bonds; Additional Equity Investment; Application of Proceeds. Subject to the satisfaction or written waiver of the terms and conditions hereof and of Sections 2 and 10(c) of the Participation Agreement and Section 2.05 of the Indenture, on the Refunding Date: (a)(i) the Lessee, the Owner Participant, Funding Corporation, the Owner Trustee, the Indenture Trustee, the Individual Indenture Trustee and the Collateral Trust Trustee shall enter into PA Amendment No. 1, (ii) the Lessee and the Lessor shall enter into Lease Supplement No. 1, (iii) the Owner Trustee, the Indenture Trustee and the Individual Indenture Trustee shall enter into Supplemental Indenture No. 2, (iv) the Lessee, Funding Corporation and the Collateral Trust Trustee shall enter into the Collateral Trust Indenture and, subject to satisfaction of the conditions therein set forth, Supplemental Indenture No. 1 thereto ("Collateral Trust Supplement"), and (v) the Lessee and the Owner Participant shall enter into TIA Amendment No. 1; and (b)(i) the Owner Participant shall pay to the Owner Trustee an additional equity investment of $774,228 ("Additional Equity Investment"), (ii) the Lessee shall make a Supplemental Rent payment in the amount of $198,614.92 and (iii) the Owner Trustee shall issue the 1997 Bonds in the principal amount of $46,632,000 and apply the Refunding Loan, the Additional Equity Investment and the Supplemental Rent payment to redeem the Initial Series Bonds then Outstanding maturing in 2005 ("Series 2005 Bonds") for an amount equal to 102.060% of the outstanding principal amount thereof (such outstanding principal amount being $19,656,000) plus accrued interest thereon and to redeem the Initial Series Bonds then Outstanding maturing in 2017 ("Series 2017 Bonds") for an amount equal to 106.402% of the outstanding principal amount thereof (such outstanding principal amount being $25,700,000) plus accrued interest thereon. The Owner Participant shall pay the Additional Equity Investment and the Lessee shall pay the Supplemental Rent payment directly to the special account established by the Owner Trustee with the Indenture Trustee. Upon receipt of the Refunding Loan in the aggregate principal amount of $46,632,000 and the payments of the Owner Participant and the Lessee described above, the Indenture Trustee, at the direction of the Owner Trustee shall (i) authenticate and deliver the 1997 Bonds of the series and in the aggregate principal amount of the Refunding Loan, and bearing interest at the rates per annum and having such other terms and conditions as set forth in Supplemental Indenture No. 2, and (ii) apply the Refunding Portion of the Refunding Loan and the payments of the Owner Participant and the Lessee pursuant to clause (b) of this paragraph to the redemption of the Series 2005 Bonds and Series 2017 Bonds then outstanding. Upon issuance of the 1997 Bonds to Funding Corporation, Funding Corporation shall pledge such 1997 Bonds in accordance with the terms of the Collateral Trust Indenture. 1.13. Implementation. (a) Forms. The forms of PA Amendment No. 1, Supplemental Indenture No. 2, Lease Supplement No. 1, the Collateral Trust Indenture, the Collateral Trust Supplement and TIA Amendment No. 1 are attached hereto as Exhibits A, B, C, D, E and F, respectively. (b) Obligations of the Owner Participant. The Owner Participant hereby directs the Owner Trustee to execute and deliver this Refunding Agreement and, subject to the terms and conditions of Sections 2(b) and 10(c) of the Participation Agreement and Section 2.05 of the Indenture, the Owner Participant hereby agrees that, on the Refunding Date, it will direct the Owner Trustee to (i) execute and deliver PA Amendment No. 1, Supplemental Indenture No. 2 and Lease Supplement No. 1 (collectively, with this Refunding Agreement and TIA Amendment No. 1, the "Refunding Documents") in substantially the forms of Exhibits A, B and C hereto, respectively, (ii) instruct the Indenture Trustee to consent to Lease Supplement No. 1, (iii) execute the 1997 Bonds as contemplated by the Refunding Documents and request the Indenture Trustee (x) to authenticate and deliver the 1997 Bonds pursuant to Section 2.05 of the Indenture and (y) in view of the fact that Funding Corporation is to pledge such 1997 Bonds to the Collateral Trust Trustee, cause such 1997 Bonds to be delivered directly to, and registered in the name of, the Collateral Trust Trustee, and (iv) execute and deliver all other agreements, instruments and certificates contemplated by the Transaction Documents and the Refunding Documents. (c) Instruction and Consent. Subject to satisfaction of the terms and conditions of Sections 2(b) and 10(c) of the Participation Agreement and Section 2.05 of the Indenture, (x) in accordance with Section 10.03(a) of the Indenture, the Lessee and the Owner Trustee hereby instruct the Indenture Trustee to consent, effective as of the Refunding Date, to Lease Supplement No. 1, and the Indenture Trustee hereby so consents, and (y) in accordance with Section 10.01 and 10.03 of the Indenture, the Owner Trustee and the Indenture Trustee hereby consent and agree to execute and deliver PA Amendment No. 1 and Supplemental Indenture No. 2 on the Refunding Date. The Lessee consents to the execution and delivery of Supplemental Indenture No. 2 by the Owner Trustee and the Indenture Trustee on the Refunding Date. (d) Recordations and Filings. The Lessee shall cause to be made the recordations and filings set forth in Schedule 1 hereto on or prior to the Refunding Date and represents that such filings and recordations are all the recordations and filings necessary to preserve, protect and perfect the Owner Trustee's right, title and interest in and to the Undivided Interest, the Ground Lease Property and under the Facility Lease, as amended by Lease Amendment No. 1, and the security interest of the Indenture Trustee in the Lease Indenture Estate under the Indenture, as amended by Supplemental Indenture No. 2. (e) Funding Corporation Consent. Pursuant to the Collateral Trust Indenture, Funding Corporation shall assign to the Collateral Trust Trustee on the Refunding Date all of Funding Corporation's right, title and interest in and to the 1997 Bonds, as security for Funding Corporation's obligations under the related Refunding Collateral Bonds (as hereinafter defined) and under the Collateral Trust Indenture. Accordingly, Funding Corporation hereby consents to the Owner Trustee's issuance of the 1997 Bonds directly to the Collateral Trust Trustee. (f) Promissory Note; First Mortgage Bonds. The Lessee and the Owner Participant agree that a replacement Promissory Note in the amount of $29,288,143.97, dated the Refunding Date and reflecting the revisions to the Value Schedules contemplated by Lease Supplement No. 1 shall be delivered to the Owner Participant in exchange for the Promissory Note dated September 28, 1989 as contemplated by the last sentence of Section 16(a)(3) of the Participation Agreement. In addition, the Owner Participant shall surrender to the Lessee for retirement and cancellation First Mortgage Bonds as contemplated by the last sentence of Section 16(e)(4) of the Participation Agreement. (g) Terms of 1997 Bonds. In accordance with Section 2(b) of the Participation Agreement, the Lessee hereby gives the Owner Participant irrevocable notice that the terms of the 1997 Bonds shall be as set forth in Exhibit B hereto. The Owner Participant hereby agrees to accept a notice period of fewer than five Business Days as contemplated by Section 2(b) of the Participation Agreement. ARTICLE TWO CONDITIONS TO REFUNDING TRANSACTIONS 2 2.11. Conditions to Obligations of Funding Corporation and Lessee. The respective obligations of Funding Corporation and the Lessee to take the actions specified in Sections 1.01 and 1.02 are subject to the satisfaction on or before the Refunding Date of the following conditions: (i) the Refunding Underwriting Agreement relating to the offer and sale to the public of $307,632,000 aggregate principal amount of Secured Lease Obligation Bonds of Funding Corporation (the "Refunding Collateral Bonds") shall have been executed and delivered; (ii) the Refunding Underwriters shall have purchased the Refunding Collateral Bonds pursuant to the Refunding Underwriting Agreement; and (iii) the conditions set forth in Sections 2 and 10(c) of the Participation Agreement and in the Refunding Underwriting Agreement shall have been satisfied or waived in writing. 2.12. Conditions Precedent to Obligations of Owner Participant and Lessee. The obligations of the Owner Participant and the Lessee to take the actions specified in Article One hereof on the Refunding Date shall be subject to the following conditions precedent: (i) each of the representations and warranties of the Lessee set forth in Section 9(a)(1), (2), (3), (4), (5), (10), (11), (12), (15), (16), (19) and (20) of the Participation Agreement shall be true and correct as of the Refunding Date, provided that (a) all references therein to Closing Date shall be deemed to mean the Refunding Date, (b) the term Disclosure Documents shall be deemed to mean Lessee's latest Annual Report on Form 10-K filed with the SEC and all documents subsequently filed by the Lessee with the SEC pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act prior to the date of the execution and delivery of the Refunding Agreement, and (c) the references in clause (10) to June 30, 1989 shall be deemed to mean the last day of the fiscal quarter for which the most recent Quarterly Report on Form 10-Q has been filed with the SEC; and Lessee shall have delivered a certificate to such effect to the Owner Participant; and (ii) each of the representations and warranties of the Owner Participant set forth in Section 6(a)(1), (2), (3), (4), (5), (7) and (9) of the Participation Agreement shall be true and correct as of the Refunding Date, provided that all references therein to Closing Date shall be deemed to mean the Refunding Date; and the Owner Participant shall have delivered a certificate to such effect to the Lessee; (iii) each of the representations and warranties of FNBC and Owner Trustee set forth in Section 7(a)(1), (2), (3), (4), (5), (6), (7), (8), (9) and (10) of the Participation Agreement shall be true and correct as of the Refunding Date, provided that all references therein to Closing Date shall be deemed to mean the Refunding Date; and FNBC and the Owner Trustee shall have delivered a certificate to such effect to the Owner Participant and the Lessee; (iv) each of the representations and warranties of IT and the Indenture Trustee set forth in Section 8(a) of the Participation Agreement shall be true and correct as of the Refunding Date, provided that all references therein to Closing Date shall be deemed to mean the Refunding Date; and IT and the Indenture Trustee shall have delivered a certificate to such effect to the Owner Participant and the Lessee; (v) each of the representations and warranties of Funding Corporation set forth in Section 8A of the Participation Agreement shall be true and correct and Funding Corporation shall have delivered a certificate to such effect to the Owner Participant and the Lessee; (vi) each of the representations and warranties of the Collateral Trust Trustee set forth in Section 8B of the Participation Agreement shall be true and correct and the Collateral Trust Trustee shall have delivered a certificate to such effect to the Owner Participant and the Lessee; (vii) the Refunding Underwriting Agreement shall have been executed and delivered; (viii) the Refunding Underwriters shall have purchased the Refunding Collateral Bonds pursuant to the Refunding Underwriting Agreement; and (ix) the conditions set forth in Sections 2(b) and 10(c) of the Participation Agreement shall have been satisfied or waived in writing; provided, however, that the obligations of the Lessee shall not be subject to the conditions set forth in clause (i) above and the obligations of the Owner Participant shall not be subject to the conditions set forth in clause (ii) above. 2.13. Conditions to Obligation of Owner Trustee. The obligation of the Owner Trustee to issue and deliver the 1997 Bonds on the Refunding Date to the Collateral Trust Trustee, as assignee of Funding Corporation, in consideration of the Refunding Loan is subject to (x) the simultaneous performance by Funding Corporation of its obligations under Article One and the payment by the Owner Participant and the Lessee of the amounts provided in Section 1.02, (y) the satisfaction on or before the Refunding Date of the conditions set forth in Sections 2 and 10(c) of the Participation Agreement and Section 2.05 of the Indenture to the obligation of the Owner Trustee to participate in the transactions contemplated by this Refunding Agreement, and (z) receipt by the Owner Trustee of a direction from the Owner Participant in conformance with Section 1.03. 2.14. Conditions to Obligation of Indenture Trustee. The obligation of the Indenture Trustee to take the action specified in Section 1.02 is subject to the satisfaction on or before the Refunding Date of the conditions set forth in Section 2.05 of the Indenture. ARTICLE THREE REFUNDING EXPENSES 3 3.11. Refunding Expenses. (a) Subject to the provisions of this Section 3.01, solely from funds provided by the Owner Participant, the Owner Trustee hereby agrees that it will pay when due, or reimburse any Person who has previously paid, the Lessor's Percentage (as defined in Section 13(a) of the Participation Agreement) of the following costs and expenses ("Refunding Expenses") without duplication of amounts payable with respect to any other refunding of bonds on the Refunding Date utilizing the proceeds of the Refunding Collateral Bonds: (i) the reasonable legal fees and disbursements of the Owner Participant's Special Counsel (in an amount not to exceed the amount agreed to by the Owner Participant and the Lessee), the Owner's Participant's Louisiana Counsel, the Owner Trustee's Counsel (Louisiana and New York) and the Indenture Trustee's Counsel for their services rendered in connection with the execution and delivery of this Refunding Agreement and the other Refunding Documents; (ii) all stenographic, printing, reproduction, and other reasonable out-of-pocket expenses (other than investment banking or brokerage fees) incurred in connection with the transactions contemplated by the Refunding Documents and all other agreements, documents or instruments prepared in connection therewith (including all structuring computations and computerized lease analysis and travel related costs); (iii) all costs of issuance of the Refunding Collateral Bonds, including, without limitation, the costs of preparing the Refunding Underwriting Agreement, and all filing fees relating to any Registration Statement for the Refunding Collateral Bonds and the fees, expenses and disbursements of the law firms referred to in clause (i) above, and of counsel to the Refunding Underwriters, rating agency fees and the fees and commissions of the Refunding Underwriters; (iv) all fees of the Owner Trustee and the Indenture Trustee in connection with the review, execution and delivery of this Refunding Agreement and the other Refunding Documents; and (v) any other fees, expenses, disbursements and costs as the Lessee and the Owner Participant shall have agreed are payable pursuant to this Section 3.01(a). Notwithstanding anything in this Section 3.01 to the contrary, the amount of Refunding Expenses payable by the Owner Trustee shall not exceed $483,821.86. Subject to the provisions of paragraphs (b) and (c) below, funds for the payment of Refunding Expenses will be provided by the Owner Participant and the Owner Trustee will promptly disburse funds for the payment of such expenses in accordance with written authorization from the Owner Participant. (b) Payments or reimbursements of Refunding Expenses shall be made (i) on the Refunding Date to the extent invoiced and approved by the Owner Participant on or prior to the Refunding Date, and (ii) to the extent not previously paid pursuant hereto as promptly as practicable, and in any event not later than 10 Business Days after being invoiced. Each party hereto shall use its best efforts to prepare, and cause any Person acting for it to prepare, and submit as soon as practicable and in any event not later than 30 days after the Refunding Date any invoice of such Person in respect of Refunding Expenses. (c) Notwithstanding anything in this Section 3.01 to the contrary, in the event the transactions contemplated by this Refunding Agreement shall not be consummated, the Lessee shall pay or cause to be paid, and shall indemnify and hold harmless the Indenture Trustee, the Owner Trustee, Funding Corporation, the Owner Participant and the Collateral Trust Trustee with respect to all losses, costs and expenses whatsoever incurred by them as a result of the pursuit of such transactions, including, without limitation, all Refunding Expenses (which shall, in such an instance, be deemed to include, without limitation, all losses, costs and expenses whatsoever incurred by the Owner Participant pursuant to this Agreement and Section 7.01 of the Trust Agreement) unless, in the case of the Owner Participant, such failure to consummate shall result solely from the Owner Participant's default in making its investment as contemplated in Article One hereunder. (d) Furthermore, in the event that the Lessor's Percentage of the Refunding Expenses shall exceed the funds available to the Owner Trustee pursuant to paragraph (a) for the payment of Refunding Expenses, the Lessee shall pay or cause to be paid, and shall indemnify and hold harmless the Indenture Trustee, the Owner Trustee, Funding Corporation, the Owner Participant and the Collateral Trust Trustee with respect to, all such excess Refunding Expenses. (e) Promptly after the payment of the Refunding Expenses, any adjustments to Basic Rent and the Value Schedules as are required by Section 3(e)(ii) of the Facility Lease shall be made. ARTICLE FOUR MISCELLANEOUS 4 4.11. Execution. This Refunding Agreement may be executed in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. 4.12. Governing Law. This Refunding Agreement shall be governed by, and be construed in accordance with, the laws of the State of New York. 4.13. Concerning the Owner Trustee. FNBC is entering into this Refunding Agreement solely as Owner Trustee under the Trust Agreement and not in its individual capacity. Notwithstanding anything herein to the contrary, all and each of the agreements and obligations herein made or undertaken on the part of the Owner Trustee are made or undertaken not as personal agreements of FNBC, but are made or undertaken solely for the purpose of binding only the Trust Estate, and nothing contained in this Refunding Agreement shall entitle any person to any claim against FNBC in its individual capacity or any of its assets. IN WITNESS WHEREOF, the parties hereto have caused this Refunding Agreement to be duly executed by their respective officers thereunto duly authorized as of the date first set forth above. ESSL 2, INC., as Owner Participant By ------------------------------- Name: Title: W3A FUNDING CORPORATION By ------------------------------- Name: Title: FIRST NATIONAL BANK OF COMMERCE, not in its individual capacity but solely as Owner Trustee under the Trust Agreement By ------------------------------- Name: Title: BANKERS TRUST COMPANY, as Corporate Indenture Trustee and Collateral Trust Trustee By ------------------------------- Name: Title: STANLEY BURG, not in his individual capacity but solely as Individual Indenture Trustee ENTERGY LOUISIANA, INC., as Lessee By ------------------------------- Name: Title: SCHEDULE 1 Recordations and Filings AMENDMENT NO. 1 dated as of July 1, 1997 to PARTICIPATION AGREEMENT NO. 3 dated as of September 1, 1989 among ESSL 2, INC., as Owner Participant W3A FUNDING CORPORATION, as Funding Corporation FIRST NATIONAL BANK OF COMMERCE, as Owner Trustee BANKERS TRUST COMPANY, as Corporate Indenture Trustee under Indenture of Mortgage and Deed of Trust No. 3, dated as of September 1, 1989, as supplemented, with the Owner Trustee, and as Collateral Trust Trustee under Collateral Trust Indenture dated as of July 1, 1997 with the Lessee and Funding Corporation, STANLEY BURG, as Individual Indenture Trustee under Indenture of Mortgage and Deed of Trust No. 3, dated as of September 1, 1989, as supplemented, with the Owner Trustee, and ENTERGY LOUISIANA, INC. (formerly Louisiana Power & Light Company), as Lessee This AMENDMENT NO. 1, dated as of July 1, 1997 ("PA Amendment No. 1"), to PARTICIPATION AGREEMENT NO. 3, dated as of September 1, 1989, among ESSL 2, INC., as Owner Participant (such term and all other capitalized terms used herein and not defined herein having the respective meanings specified in Appendix A to the Participation Agreement, as modified by Schedule A-1 thereto), W3A FUNDING CORPORATION, as Funding Corporation, FIRST NATIONAL BANK OF COMMERCE, as Owner Trustee, BANKERS TRUST COMPANY, as Corporate Indenture Trustee under the Indenture and as Collateral Trust Trustee under the Collateral Trust Indenture, STANLEY BURG, as Individual Indenture Trustee under the Indenture, and ENTERGY LOUISIANA, INC. (formerly Louisiana Power & Light Company), as Lessee, W I T N E S S E T H: WHEREAS, the parties to this PA Amendment No. 1, other than Funding Corporation and the Collateral Trust Trustee, are parties to Participation Agreement No. 3, dated as of September 1, 1989 (the "Participation Agreement"), among the Owner Participant, the Owner Trustee, the Corporate Indenture Trustee, the Individual Indenture Trustee and the Lessee; and WHEREAS, the Initial Series Bonds were issued by the Owner Trustee in connection with the acquisition of the Undivided Interest; and WHEREAS, Section 2(b) of the Participation Agreement provides for a refunding of Outstanding Bonds upon the satisfaction of the conditions set forth in Sections 2 and 10(c) of the Participation Agreement and Section 2.05 of the Indenture; and WHEREAS, the Lessee, the Owner Participant, the Owner Trustee, Funding Corporation, the Indenture Trustee and the Collateral Trust Trustee have entered into the Refunding Agreement, dated as of July 1, 1997, providing for the issuance by the Owner Trustee of Additional Bonds, including Refunding Bonds, to provide funds to redeem the Outstanding Initial Series Bonds and to pay certain other costs incurred in connection therewith; and WHEREAS, the Lessee and the Owner Participant have agreed for the Owner Participant to make an additional equity investment and to cause the refinancing of the Outstanding Initial Series Bonds through the issuance of Additional Bonds (including refunding Bonds) and Collateral Bonds in amounts sufficient to finance certain transaction expenses associated with the refinancing and the premium on the Initial Series Bonds, and accordingly have agreed that the refunding contemplated by the Refunding Agreement will require certain amendments to the Transaction Documents; and WHEREAS, the parties hereto wish (x) to amend the Participation Agreement to provide for the utilization of Funding Corporation in connection with the refunding of Bonds, and (y) to effect the refunding of the Outstanding Initial Series Bonds through a refunding transaction in which, among other things, Funding Corporation will issue Collateral Bonds to the public and will apply a portion of the proceeds thereof as a Refunding Loan for the account of the Owner Trustee for the refunding in whole of the Outstanding Initial Series Bonds and for the payment of certain expenses incurred in connection therewith, such loan to be evidenced by Additional Bonds issued by the Owner Trustee to or upon the order of Funding Corporation; and WHEREAS, Basic Rent and the Value Schedules, as set forth in Lease Supplement No. 1, have been adjusted to take into effect, among other things, the additional Tax Assumptions set forth in TIA Amendment No. 1 and the additional Pricing Assumptions set forth in Schedule 2 hereto; NOW, THEREFORE, in consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE ONE AMENDMENTS 1 1.11. Amendments. (a) The Participation Agreement is hereby amended by adding Funding Corporation and the Collateral Trust Trustee as parties thereto. The Participation Agreement is further amended in the following respects: (b) The first sentence of Section 1 is deleted and the following inserted in lieu thereof: "For the purposes hereof, capitalized terms used herein shall have the meanings assigned to such terms in Appendix A hereto as modified by Schedule A-1 thereto." (c) Section 2 is amended by deleting paragraphs (b), (c) and (d) and inserting the following in lieu thereof: (b) Refunding of Bonds. (1) Subject to satisfaction of the conditions set forth in this Section 2 and Section 10(c), Section 2.05 of the Indenture and the terms of the Refunded Bonds (as defined below), the Lessee shall have the right to request the Owner Trustee to, and upon any such request the Owner Trustee shall, take such steps as may be necessary to refund in whole or in part any Bonds then Outstanding (the "Refunded Bonds"), including the issuance on any Refunding Date of one or more series of Additional Bonds (any such Additional Bonds with respect to which the proceeds are used to refund the Refunded Bonds being hereinafter referred to as the "Refunding Bonds") in an aggregate principal amount equal to such Refunded Bonds; provided, however, that unless the Owner Participant shall have consented thereto, the Lessee shall not exercise the right granted in this Section 2(b) on more than six occasions. In addition, subject to the terms of the Indenture and Section 10(c), the Lessee may require the Owner Trustee to issue Additional Bonds and to use the proceeds thereof to finance (x) all fees, expenses, disbursements and costs (including legal and other professional fees and expenses) incurred by the Owner Participant, the Owner Trustee, the Indenture Trustee and the Collateral Trust Trustee (to the extent that the Lessee is liable therefor pursuant to Section 13(c)) in connection with any refunding pursuant to this Section 2(b) and (y) all fees, expenses, disbursements and costs incurred by the Lessee in connection with any such refunding pursuant to this Section 2(b), including, without limitation, the costs of preparing any related underwriting agreement and registration statement, all filing fees relating to any such registration statement, the fees, expenses and disbursements of counsel to any underwriters of the Additional Bonds, rating agency fees, and the fees and commissions of the underwriters of such Additional Bonds (including the Refunding Bonds). (2) Subject to satisfaction of the conditions set forth in this Section 2 and Section 10(c) and Section 2.04 of the Collateral Trust Indenture, the Lessee shall have the right to request Funding Corporation to issue Collateral Bonds in connection with the issuance of Additional Bonds pursuant to this Section 2(b), and upon such request, on any Refunding Date, Funding Corporation shall issue and sell Collateral Bonds and lend the proceeds thereof to the Owner Trustee in an amount (a "Refunding Loan") equal to the aggregate principal amount of the related Additional Bonds; provided, however, that unless the Owner Participant shall have consented thereto, the Lessee shall not exercise the right granted in this Section 2(b) on more than six occasions. The Owner Trustee's obligation to repay a Refunding Loan shall be evidenced by one or more Additional Bonds, issued to or upon the order of Funding Corporation and pledged to the Collateral Trust Trustee as security for the related Collateral Bonds, which Additional Bonds shall be in an aggregate principal amount equal to the Refunding Loan. Not less than three Business Days prior to the Refunding Date, Funding Corporation and Lessee shall deliver to the Owner Participant and the Owner Trustee a certificate setting forth the terms of the Additional Bonds which Lessee may determine as provided below. Anything herein to the contrary notwithstanding, the Lessee shall be under no obligation whatsoever to utilize Funding Corporation or cause the issuance of Collateral Bonds in connection with any refundings contemplated by this Section 2(b). (3) The refundings contemplated by this Section 2(b) shall be effected at the request of the Lessee given in writing to the Owner Participant at least 20 Business Days prior to the Refunding Date; provided, however, that (i) no such request shall be made or refunding shall occur while an Event of Default shall have occurred and be continuing, (ii) except as contemplated in Sections 3(d), 3(e) and 3(f) of the Facility Lease, Net Economic Return shall not be adversely affected thereby (or appropriate adjustments shall have been made or shall be made on the Refunding Date pursuant to Sections 3(e) and 3(f) of the Facility Lease to preserve Net Economic Return), and (iii) any modifications of the Transaction Documents (after giving effect to any adjustments pursuant to clause (ii) above) shall not, in the opinion of the Owner Participant's Special Tax Counsel, adversely affect the tax benefits contemplated by the Owner Participant in entering into the transactions contemplated by this Participation Agreement and the other Transaction Documents; and provided, further, that any notice of refunding given by the Lessee to the Owner Participant as contemplated by this sentence shall be revocable by the Lessee and shall be sufficient if such notice sets forth an approximate date on which a particular refunding is to occur; and provided, further, that the Lessee shall give the Owner Participant at least three Business Days' irrevocable notice prior to the Refunding Date of those terms of the Additional Bonds which the Lessee may determine as provided below. Subject to the conditions of this Section 2(b) and Section 10(c), the Owner Participant agrees to cooperate with the Lessee in order to accomplish the refundings requested by the Lessee. (4) In setting the terms of the Additional Bonds issued in connection with a refunding (including the Refunding Bonds), the Lessee, in its sole discretion, may determine the number of tranches of debt, the interest rates applicable thereto (reflective of actual market conditions) and the final maturities thereof (which shall be no later than July 2, 2017) and, based on such determination, the Owner Participant shall determine the principal amount, the sinking fund or amortization schedules and the average life applicable to all tranches of such Additional Bonds (provided that unless the Lessee shall have consented thereto the aggregate average life of all such Additional Bonds, together with the other Bonds which shall remain Outstanding, shall not vary from the aggregate average life reflected in the sinking fund schedule for the Initial Series Bonds by more than 18 months), so as to minimize the net present value of the Basic Rent payments by the Lessee over the Basic Lease Term, discounted on a semi-annual basis at an annual interest rate of 11 percent, while preserving Net Economic Return. (c) Reoptimization. Upon the occurrence of a Tax Law Change of the type referred to in subclause (C) of Section 3(e)(v) of the Facility Lease or any Tax Rate Change (and in addition to the reoptimization of any of the sinking fund or amortization schedules for the Bonds in connection with a refunding pursuant to Section 2(b)), subject to the satisfaction of the conditions set forth in Section 10(c) and this Section 2, the Owner Trustee, at the written request of the Lessee (with copies to be given to the Owner Participant and the Indenture Trustee), in the case of a Tax Law Change of the type referred to in this subsection (c), or at the written request of the Owner Participant (with copies to be given to the Lessee and the Indenture Trustee), in the case of a Tax Rate Change, given within two years after the date of such Tax Law Change or Tax Rate Change, as the case may be, shall reoptimize or cause the reoptimization of the sinking fund or amortization schedules for the Bonds of any series to the extent not inconsistent with the provisions, if any, of the Indenture and such Bonds and in accordance with, and in the manner contemplated by, Section 3 of the Facility Lease. Upon the receipt from the Owner Participant of the reoptimized sinking fund or amortization schedule for such Bonds and the other information referred to in Section 2.17 of the Indenture, together with verification thereof if requested by the Lessee pursuant to Section 3(f)(ii) of the Facility Lease, the Owner Trustee shall deliver to the Indenture Trustee an Owner Trustee Request pursuant to said Section 2.17. The Owner Trustee, the Indenture Trustee, the Collateral Trust Trustee and Funding Corporation may rely on any reoptimized sinking fund or amortization schedules and other information furnished by the Owner Participant. (d) Cooperation. Subject to the applicable conditions to their obligations herein provided, each of the Lessee, the Owner Trustee, the Owner Participant, the Indenture Trustee, the Collateral Trust Trustee and Funding Corporation agrees that it will cooperate in connection with any refunding or reoptimization contemplated herein and enter into such additional agreements and such supplements or amendments to or consents under the Transaction Documents as may reasonably be requested to effectuate the transactions contemplated in connection with any such refunding or reoptimization. (d) The following is added to the end of Section 6(b): (6) No-Petition Agreement. Following the issuance of any Additional Bonds to or upon the order of Funding Corporation and prior to the 181st day following the payment in full of such Bonds and the discharge of the Collateral Trust Indenture in accordance with its terms, the Owner Participant agrees that it will not file a petition, or join in the filing of a petition, seeking reorganization, arrangement, adjustment or composition of, or in respect of, Funding Corporation under the Bankruptcy Code or any other applicable Federal or state law or the law of the District of Columbia. Notwithstanding the foregoing, nothing herein shall prohibit the Owner Participant from otherwise participating in any such action initiated by any other person. (e) Section 7(b) is amended as follows: (1) The introductory text of Section 7(b) is deleted and the following inserted in lieu thereof: (b) Agreements of FNBC and the Owner Trustee. FNBC agrees, in its individual capacity as set forth in clauses (1), (3) and, as to FNBC, (4), (6), (7) and (8), and the Owner Trustee agrees as set forth in clauses (2) and (5), and, as to the Owner Trustee, (4), (6), (7) and (8) below, that: (2) The following is added to the end of Section 7(b): (8) No-Petition Agreement. Following the issuance of any Additional Bonds to or upon the order of Funding Corporation and prior to the 181st day following the payment in full of such Bonds and the discharge of the Collateral Trust Indenture in accordance with its terms, each of FNBC and the Owner Trustee agrees that it will not file a petition, or join in the filing of a petition, seeking reorganization, arrangement, adjustment or composition of, or in respect of, Funding Corporation under the Bankruptcy Code or any other applicable Federal or state law or the law of the District of Columbia. Notwithstanding the foregoing, nothing herein shall prohibit FNBC or the Owner Trustee from otherwise participating in any such action initiated by any other person. (f) The following is added to the end of Section 8(b): (3) No-Petition Agreement. Following the issuance of any Additional Bonds to or upon the order of Funding Corporation and prior to the 181st day following the payment in full of such Bonds and the discharge of the Collateral Trust Indenture in accordance with its terms, each of the Corporate Indenture Trustee and the Individual Indenture Trustee agrees that it will not file a petition, or join in the filing of a petition, seeking reorganization, arrangement, adjustment or composition of, or in respect of, Funding Corporation under the Bankruptcy Code or any other applicable Federal or state law or the law of the District of Columbia. Notwithstanding the foregoing, nothing herein shall prohibit the corporate Indenture Trustee or the Individual Indenture Trustee from otherwise participating in any such action initiated by any other person. (g) The following is added immediately following Section 8: SECTION 8A. Representations, Warranties and Agreements of Funding Corporation. (a) Representations and Warranties. Funding Corporation represents and warrants that: (1) Due Organization. Funding Corporation is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware and has the corporate power and authority to carry on its business as presently conducted, own its properties, and enter into and perform its obligations under this Participation Agreement and each other Transaction Document to which it is a party. Funding Corporation has not failed to qualify to do business or be in good standing in any jurisdiction where failure to so qualify or be in good standing would materially and adversely affect its ability to perform any of its obligations under this Participation Agreement or any Transaction Document to which it is, or is to become on or before the Refunding Date, a party. (2) Due Authorization; Enforceability. The execution, delivery and performance by Funding Corporation of this Participation Agreement and each other Transaction Document to which it is or is to become on or before the Refunding Date a party have been duly authorized by all necessary corporate action on the part of Funding Corporation and do not require the consent or approval of the stockholders of Funding Corporation. Each of this Participation Agreement and each other Transaction Document to which it is a party has been duly executed and delivered by Funding Corporation and constitutes a legal, valid and binding agreement of Funding Corporation enforceable against it in accordance with its terms. (3) No Violation. Neither the execution, delivery or performance by Funding Corporation of this Participation Agreement or the other Transaction Documents to which it is or is to become a party on or before the Refunding Date a party, nor the consummation by Funding Corporation of the transactions contemplated hereby and thereby, nor compliance by Funding Corporation with the provisions hereof and thereof, conflicts with, or results in the breach of any provision of, the Certificate of Incorporation or By- Laws of Funding Corporation or any indenture, mortgage or agreement to which Funding Corporation is a party or by which it or its property is bound, or contravenes any Federal, Delaware or New York law applicable to it or requires any Governmental Action with respect to Funding Corporation under any Federal, Delaware or New York law applicable to it. Funding Corporation is not an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act. (4) No Other Business. Except as contemplated by this Participation Agreement and the other Transaction Documents, Funding Corporation has not engaged in any business or activity of any type or kind whatsoever. (5) Investment Representations. Funding Corporation will acquire each Bond to be acquired by it hereunder and under the Indenture solely for purposes of pledging such Bond to the Collateral Trust Trustee to secure Collateral Bonds issued from time to time under the Collateral Trust Indenture. Funding Corporation understands that no Bond to be acquired by it hereunder or under the Indenture will have been registered under the Securities Act and that each such Bond will bear the legend set forth in Section 2.08 of the Indenture. (b) Agreements. Funding Corporation agrees that: (1) Transfers of Bonds. Any transfer or assignment of any Bond acquired by it or of all or any part of Funding Corporation's interest hereunder or under any other Transaction Document shall be effected in compliance with the registration requirements of the Securities Act, or pursuant to an exemption therefrom, and on the express condition that the transferee, assignee or participant shall agree to be bound by the terms and provisions hereof and thereof. Funding Corporation will not sell, exchange or transfer any Bond to any other Person (other than to the Collateral Trust Trustee) unless (i) it shall have received the prior written consent of the Owner Participant and (ii) such transferee delivers to the Lessee, the Owner Participant, the Owner Trustee and the Indenture Trustee a representation and warranty (and an opinion of counsel satisfactory to each such Person) to the effect that neither the transfer of such Bond to, nor the ownership of such Bond by, such transferee will cause such transferee, or any such Person, to be engaged in a "prohibited transaction", as defined in Section 406 of ERISA or Section 4975 of the Code, which is not at such time subject to an exemption contained in ERISA or in the rules, regulations, releases or bulletins adopted thereunder. (2) Redemption of Collateral Bonds. Except as provided in the Transaction Documents, Funding Corporation will not refinance or optionally redeem, purchase or directly or indirectly acquire any Collateral Bond issued in connection with any Bond without the prior written consent of the Lessor and Lessee. (3) Quiet Enjoyment. Funding Corporation acknowledges Section 6(a) of the Facility Lease. (4) No Other Business. During such time as any Bond acquired by it is Outstanding and held by the Collateral Trust Trustee as security for its obligations, Funding Corporation will not (i) engage in any business or activity other than as contemplated by the Transaction Documents, or (ii) amend or engage in any activity or take any action not permitted by Article THIRD, FOURTH or SIXTH of its Certificate of Incorporation, as in effect on the date of execution and delivery hereof, without, in each case, the consent of the Lessee, the Owner Participant, the Owner Trustee and the Indenture Trustee. (c) Agreements with the Indenture Trustee. Funding Corporation hereby (i) acknowledges and agrees that, in connection with this Participation Agreement, the Indenture Trustee shall have the benefits and protections of Article Eight of the Indenture and (ii) agrees that, to the extent it becomes a Holder, in the event of a conflict between the provisions of this Participation Agreement and the Indenture, the Indenture Trustee shall, as between the Indenture Trustee and Funding Corporation, be fully protected in relying on the express terms of the Indenture. (h) The following is added immediately following Section 8A: SECTION 8B. Representations and Warranties of Collateral Trust Trustee. The Collateral Trust Trustee represents and warrants that: (a) Due Organization. The Collateral Trust Trustee is duly organized and validly existing in good standing under the laws of the State of New York and has the power and authority and legal right to enter into and perform its obligations under the Collateral Trust Indenture, this Participation Agreement, the Refunding Agreement and each other Transaction Document to which it is a party. (b) Due Authorization. The execution, delivery and performance by the Collateral Trust Trustee of the Collateral Trust Indenture, this Participation Agreement, the Refunding Agreement and each other Transaction Document to which the Collateral Trust Trustee is a party have been duly authorized by all necessary corporate action of the Collateral Trust Trustee and each has been duly executed and delivered by the Collateral Trust Trustee. (c) Execution; Authentication of Bonds. (i) Each of the Collateral Trust Indenture, this Participation Agreement, the Refunding Agreement and each other Transaction Document to which the Collateral Trust Trustee is a party has been duly executed and delivered by the Collateral Trust Trustee and constitutes the legal, valid and binding agreement of the Collateral Trust Trustee, enforceable against the Collateral Trust Trustee in accordance with its terms; and (ii) each officer of the Collateral Trust Trustee who shall authenticate any Refunding Collateral Bond to be issued pursuant to the Collateral Trust Indenture shall be, at the time of such authentication, a Responsible Officer. (i) Section 9 is amended as follows: (1) 9(a)(5) is amended by deleting clause (ii) of the first paragraph thereof and inserting the following in lieu thereof: (ii) as, on or before any Refunding Date or Reoptimization Date, in the case of Governmental Actions required in connection with the issuance of Bonds and Collateral Bonds on any such date, will have been duly obtained, given or accomplished, with true copies thereof delivered to the Owner Participant and the Indenture Trustee; (2) Section 9(b)(1) is amended by adding the words "and the Collateral Trust Trustee" after the words "the Owner Trustee" in the first parenthetical thereof. (3) Section 9(b)(2) is amended by adding the words "the Collateral Trust Trustee" immediately after the words "Owner Participant" after each place where the words "Owner Participant" appear. (4) Section 9(b)(3) is amended by (A) deleting subparagraph (iv) and inserting the following in lieu thereof: (iv) Bonds and Collateral Bonds. The Lessee will not, nor will it permit any of its Affiliates to, acquire, directly or indirectly, any of the bonds or Collateral Bonds, or any interest therein, without the written consent of the Owner Participant; provided, however, that the Lessee may purchase Collateral Bonds for application in accordance with the sinking fund provisions of the Collateral Trust Indenture so long as (A) the amount of Collateral Bonds held at any time by the Lessee (and any Affiliates) does not exceed the sum of the amounts due as Basic Rent for the next two consecutive Basic Rent Payment Dates and (B) none of the Collateral Bonds purchased are held by the Lessee (or any Affiliate) for a period in excess of 12 months. and (B) adding the following to the end thereof: (xviii) No-Petition Agreement. Following the issuance of any Additional Bonds to or upon the order of Funding Corporation and prior to the 181st day following the payment in full of such Bonds and the discharge of the Collateral Trust Indenture in accordance with its terms, the Lessee agrees that it will not file a petition, or join in the filing of a petition, seeking reorganization, arrangement, adjustment or composition of, or in respect of, Funding Corporation under the Bankruptcy Code or any other applicable Federal or state law or the law of the District of Columbia. Notwithstanding the foregoing, nothing herein shall prohibit the Lessee from otherwise participating in any such action initiated by any other person. (j) Section 10(c) is amended as follows: (1) The introductory text of Section 10(c) is deleted and the following inserted in lieu thereof: (c) Conditions to Refunding or Reoptimization. In addition to the limitations set forth in Section 2(b) or 2(c), as the case may be, the obligation of the Owner Participant and, if Funding Corporation is being utilized in connection therewith, Funding Corporation to participate in a refunding or reoptimization of any Outstanding Bonds shall be subject to the fulfillment on or before the applicable Refunding Date or Reoptimization Date of the following conditions precedent (but in the case of a reoptimization, only the conditions specified in clauses (3), (5), (6) and (8) below) (each instrument, document, certificate, opinion or other writing to be in form and substance satisfactory to the Owner Participant and, if applicable, Funding Corporation): (2) Paragraph (2) of Section 10(c) is deleted and the following inserted in lieu thereof: (2) Bonds and Collateral Bond Transactions. (A) If Funding Corporation is being utilized in connection with such refunding, Funding Corporation shall have received proceeds from the sale of Refunding Collateral Bonds in an amount sufficient to make the Refunding Loan; (B) the Indenture Trustee shall have received (x) the proceeds from the sale of Refunding Bonds or, if Funding Corporation is being utilized in connection with such refunding, the proceeds of the Refunding Loan, in either case in an amount sufficient to provide for payment in full of the principal of, premium, if any, and interest on the Refunded Bonds, together with any other amounts then due and owing pursuant to the Indenture and (y) from the Lessee (as a special payment of Basic Rent, if the Refunding Date shall be a date other than January 2 or July 2 of any year), an amount equal to the accrued interest on the Refunded Bonds from, and including, the later of the date thereof or the date to which interest thereon shall have been paid to, but excluding, the applicable Refunding Date; (C) the Owner Trustee shall have received the Bonds to be executed by it in accordance with Section 2(b) of this Participation Agreement together with instructions from the Owner Participant to execute and deliver the same, and the Owner Trustee shall have executed, and the Indenture Trustee shall have authenticated and delivered, the Refunding Bonds; and (D) if Funding Corporation is being utilized in connection with such refunding, the Collateral Trust Trustee, as pledgee of such Refunding Bonds issued to or upon the order of Funding Corporation, shall have accepted the applicable supplemental indenture to the Collateral Trust Indenture subjecting such Refunding Bonds to the lien thereof. (3) Paragraph (4) of Section 10(c) is deleted and the following inserted in lieu thereof: (4) Registration Statement. If the Additional Bonds or Refunding Collateral Bonds will be sold in a public offering, the Owner Participant and the Owner Trustee shall have received an Officers' Certificate of the Lessee, dated the applicable Refunding Date, to the effect that, on the date it becomes effective and on the Refunding Date, the Registration Statement relating to such Additional Bonds or Collateral Bonds did not and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (4) Paragraph (5) of Section 10(c) is deleted and the following inserted in lieu thereof: (5) Opinions of Counsel. The Owner Participant, the Owner Trustee and the Indenture Trustee shall have received favorable opinions of the Owner Participant's Special Counsel, Owner Trustee's Counsel, Owner Participant's Special Louisiana Counsel, Lessee's Counsel, Lessee's Special Counsel, and, if Funding Corporation is being utilized in connection with a refunding, Reid & Priest LLP, counsel to Funding Corporation, each dated the applicable Refunding Date or Reoptimization Date, and addressing such matters relating to the transactions in connection with the Refunding Bonds to be issued on such date, or, in the case of a reoptimization, the adjustments to the sinking fund or amortization schedules of Outstanding Bonds to take place on such date, as the Owner Participant, the Owner Trustee or the Indenture Trustee may reasonably request. The Owner Participant shall have also received an opinion of Owner Participant's Special Tax Counsel, dated the applicable Refunding Date or Reoptimization Date, and addressed to the Owner Participant, that the issuance of the Refunding Bonds to be issued and the consummation of the other transactions to be consummated on such date shall not result in any adverse tax consequences to the Owner Participant. Notwithstanding the foregoing provisions of this Section 10(c)(5), on any Reoptimization Date which is not a Refunding Date, the opinions of Owner Trustee's Counsel and Owner Participant's Special Louisiana Counsel shall not be required. (5) Paragraph (6) of Section 10(c) is amended by inserting the words "or Collateral Bond" immediately after the word "Bond". (6) Paragraphs (7) and (8) of Section 10(c) are deleted and the following inserted in lieu thereof: (7) Receipt of Documents. The Owner Participant and the Owner Trustee shall have received copies of, and shall be entitled to rely upon, all documents, certificates, agreements and opinions furnished by or on behalf of the Lessee and, if applicable, Funding Corporation pursuant to the Underwriting Agreement. If Funding Corporation is being utilized in connection with such refunding, Funding Corporation and the Collateral Trust Trustee shall have received copies of all documents previously delivered to the Indenture Trustee pursuant to Section 10(a). (8) Representations and Warranties. In the case of Funding Corporation, the representations and warranties of the Owner Participant, FNBC and the Owner Trustee, and the Lessee set forth in subclauses (1) through (5), (7) and (9) of Section 6(a), subclauses (1) through (10) of Section 7(a), and subclauses (1) through (5), (10), (11), (12), (15), (16), (19) and (20) of Section 9(a), respectively, shall be true and correct on and as of the applicable Refunding Date with the same effect as though made on and as of such applicable Refunding Date (with all references to the Closing Date in such representations and warranties being deemed to refer to the applicable Refunding Date and all references to the Disclosure Documents being deemed to refer to the Lessee's latest Annual Report on Form 10-K filed with the SEC and all documents subsequently filed by the Lessee with the SEC pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act on or prior to the applicable Refunding Date); in the case of the Owner Participant, the representations and warranties of FNBC and the Owner Trustee, Funding Corporation, if applicable, and the Lessee set forth in Sections 7(a), 8A(a) and subclauses (1) through (5), (10), (11), (12), (15), (16), (19) and (20) of Section 9(a), respectively, shall be true and correct on and as of the applicable Refunding Date with the same force and effect as though made on and as of such Refunding Date (with all references to the Closing Date being deemed to refer to the applicable Refunding Date and all references to the Disclosure Documents being deemed to refer to the Lessee's latest Annual Report on Form 10-K filed with the SEC and all documents subsequently filed by the Lessee with the SEC pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act and prior to the applicable Refunding Date); the Owner Participant and, if Funding Corporation is being utilized in connection with such refunding, Funding Corporation shall have received appropriate certificates, dated the Refunding Date, to such effect (and, with respect to the matters set forth in paragraph (3) above); and the Owner Participant, FNBC and the Owner Trustee, the Indenture Trustee, the Lessee and, if applicable, Funding Corporation shall provide such additional representations and warranties as of the applicable Refunding Date as the Owner Participant or Funding Corporation shall reasonably request. (9) Satisfaction of Underwriting Agreement Conditions. The conditions to the obligations of Funding Corporation or the Owner Trustee, as the case may be, under the related Underwriting Agreement shall have been met or waived by Funding Corporation or the Owner Trustee, as the case may be. (k) Section 12 is amended as follows: (1) The first paragraph of Section 12(a) is amended by (A) deleting clause (i) and inserting the following in lieu thereof: (i) Unit 3, the Undivided Interest, the Unit 3 Site, the Waterford Plant or the Waterford Plant Site or any part of any thereof, the Operating Agreement, the issuance or payment of the Bonds or the Collateral Bonds, this Participation Agreement or any other Transaction Document or any Underwriting Agreement (including, without limitation, the performance, nonperformance or enforcement of any of the obligations and terms hereunder or thereunder), ; (B) deleting subclause (E) from the parenthetical immediately preceding the proviso and inserting the following in lieu thereof: (E) any claim of any Indemnitee incurred in the administration of this Participation Agreement or any other Transaction Document and not paid as Transaction Expenses or Refunding Expenses or included in Facility Cost and, if not included in Transaction Expenses or Refunding Expenses, the reasonable fees and disbursements of counsel and other professionals incurred in connection therewith. ; (C) deleting clause (3) in the proviso and inserting the following in lieu thereof: (3) for any Transaction Expense to be paid by the Owner Trustee pursuant to Section 13(a) or Refunding Expenses to be paid by the Owner Trustee pursuant to the Refunding Agreement, ; and (D) deleting clause (5) in the proviso and inserting the following in lieu thereof: (5) in the case of the Indenture Trustee, the Collateral Trust Trustee or Funding Corporation, for any Claim based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Registration Statement or any document or agreement in connection with the sale of Additional Bonds or Collateral Bonds which is based upon information furnished to the Lessee or its agents by such party expressly for use therein, (2) The second paragraph of Section 12(a) is amended by deleting the second sentence and inserting the following in lieu thereof: Nothing contained in this Participation Agreement shall be construed as constituting a guaranty by the Lessee of the principal of or premium, if any, or interest on the Bonds or the Collateral Bonds or of the residual value or useful life of the Undivided Interest. (3) Section 12(b)(1) is amended by deleting clauses (iv) through (vii) in the second paragraph thereof and inserting the following in lieu thereof: (iv) the Transaction Documents or the issuance, refunding or refinancing of the Bonds or the Collateral Bonds pursuant to the Indenture or the Collateral Trust Indenture, or any other document executed and delivered in connection with the consummation or confirmation of the transactions contemplated by the Transaction Documents or any Indemnitee's interest in any of the foregoing, or the execution, issuance, delivery, acquisition or subsequent transfer of any of the foregoing (other than with respect to a reoptimization of the Bonds at the request of the Owner Participant pursuant to Section 2(c)), (v) the Indenture Estate or the property, or the income or other proceeds received with respect to the property, held by the Indenture Trustee under the Indenture, (vi) Franchise Taxes imposed on the Owner Participant or the Lessor to the extent provided in Section 12(b)(3), (vii) any Taxes imposed on Funding Corporation, or (viii) otherwise with respect to or in connection with the transactions contemplated by the Transaction Documents. (4) Section 12(b)(2) is amended by (a) adding the words "or Refunding Expenses" immediately after the words "Transaction Expenses" in clause (xi) thereof, and (b) by substituting "," for the word "or" between "Lessor" and "Indenture Trustee" and by adding "or the Collateral Trust Trustee" after "Indenture Trustee" in clause (vi) thereof. (5) The following is added to the end of Section 12: (e) Funding Corporation. Section 12(b)(2) shall not apply to any Tax imposed on Funding Corporation or the trust estate under the Collateral Trust Indenture. (l) Paragraph (c) of Section 13 is deleted and the following inserted in lieu thereof: (c) Post-Closing Expenses. The Lessee will pay (in addition to any amounts payable by it pursuant to Section 13(b)), as Supplemental Rent, (i) the ongoing fees, expenses, disbursements, administrative costs and other costs (including legal, accounting, pricing and other professional fees and expenses) of or incurred by the Owner Trustee, the Indenture Trustee, the Collateral Trust Trustee and the Owner Participant, including in connection with the issue, sale and purchase of Bonds and Collateral Bonds after the Closing Date, and (ii) all reasonable fees, expenses, disbursements and costs (including legal and other professional fees and expenses) incurred by the Owner Participant, the Owner Trustee, the Indenture Trustee and the Collateral Trust Trustee in connection with (a) any Default, Event of Default, Indenture Default or Indenture Event of Default, (b) the entering into or giving or withholding of any amendment, modification, supplement, waiver, consent or other action with respect to any Transaction Document, (c) any Event of Loss, Deemed Loss Event, Financial Event or Inchoate Financial Event, (d) any transfer of all or any part of the right, title and interest of the Indenture Trustee in, to and under the Transaction Documents, (e) any transfer of all or any part of the right, title and interest of the Owner Trustee in the Undivided Interest or in, to and under the Transaction Documents (except to the extent arising from any transfer by the Owner Participant of its right, title and interest in, to and under any of the Transaction Documents or the Trust Estate pursuant to Section 14), (f) any Special Transfer, (g) any refunding or reoptimization pursuant to Section 2(b) or 2(c) (except to the extent (i) constituting Transaction Expenses or Refunding Expenses, (ii) that the fees, expenses, disbursements and costs of the Owner Participant in connection with any refunding or reoptimization which does not require the utilization of Funding Corporation or any amendment to the documents shall exceed $50,000, or (iii) arising from any reoptimization in connection with a Tax Rate Change), (h) any removal or replacement of the Owner Trustee and (i) any amendment to a Decommissioning Trust Agreement. (m) Section 19 is amended and restated as follows: SECTION 19. Notices, etc. All communications, notices and consents provided for herein shall be in writing, including telex, telecopy or other wire transmission containing a request for assurance of receipt in a manner typical with respect to communications of that type, or mailed by registered or certified mail, and shall be addressed (i) if to the Owner Participant, at the address for notices set forth on Schedule 1; (ii) if to FNBC or the Owner Trustee, at 210 Baronne Street, New Orleans, Louisiana, 70112, Attention: Corporate Trust Department; (iii) if to IT or the Indenture Trustee, Four Albany Street, New York, New York 10006, Attention: Corporate and Agency Group - Public Utilities Group; (iv) if to Funding Corporation, at c/o National Corporate Research, Ltd., 19 East Loockerman Street, Dover, Delaware 19901; (v) if to the Collateral Trust Trustee at Four Albany Street, New York, New York 10006, Attention: Corporate and Agency Group - Public Utilities Group; and (vi) if to the Lessee, at 639 Loyola Avenue, New Orleans, Louisiana 70113, Attention: Treasurer, or at such other address as any party (or its successors or permitted assigns hereunder) hereto may from time to time designate by notice duly given in accordance with the provisions of this Section to the other parties hereto. All such communications, notices and consents given in the manner provided above shall be effective (x) if sent by telex, telecopy or other wire transmission, on the date of transmission thereof, or (y) if sent by mail, three Business Days after being mailed. (n) Schedule 5 to the Participation Agreement is amended to include the additional Pricing Assumptions set forth in Schedule 1 hereto. (o) Schedule 7 to the Participation is hereby amended in its entirety to read as set forth in Schedule 2 hereto. (p) Appendix A to the Participation Agreement is hereby amended as set forth in Schedule A-1 to Appendix A attached hereto. ARTICLE TWO MISCELLANEOUS 2 2.11. Execution. This PA Amendment No. 1 may be executed in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. 2.12. Governing Law. This PA Amendment No. 1 has been negotiated and delivered in the State of New York and shall be governed by, and be construed in accordance with, the laws of the State of New York. 2.13. Concerning the Owner Trustee. FNBC is entering into this PA Amendment No. 1 solely as Owner Trustee under the Trust Agreement and not in its individual capacity. Anything herein to the contrary notwithstanding, all and each of the agreements and obligations herein made or undertaken on the part of the Owner Trustee are made or undertaken not as personal agreements of FNBC, but are made and undertaken solely for the purpose of binding only the Trust Estate and nothing contained in this Participation Agreement shall entitle any person to any claim against FNBC in its individual capacity or any of its assets. IN WITNESS WHEREOF, the parties hereto have caused this PA Amendment No. 1 to be duly executed by their respective officers thereunto duly authorized. ESSL 2, INC., as Owner Participant By ------------------------------ Name: Title: W3A FUNDING CORPORATION By ------------------------------ Name: Title: FIRST NATIONAL BANK OF COMMERCE, not in its individual capacity, but solely as Owner Trustee under the Trust Agreement By ------------------------------ Name: Title: BANKERS TRUST COMPANY, as Corporate Indenture Trustee and Collateral Trust Trustee By ------------------------------ Name: Title: STANLEY BURG, not in his individual capacity but solely as Individual Indenture Trustee ENTERGY LOUISIANA, INC., as Lessee By ----------------------------- Name: Title: Schedule 1 Pricing Assumptions Basic Rent, Casualty Values and Special Casualty Values, as set forth in the Facility Lease, as amended by Lease Supplement No. 1, dated as of July 1, 1997, for dates occurring after the Refunding Date set forth below, have been computed on the basis of the following additional Pricing Assumptions which hereby supplement and amend Schedule 5 to the Participation Agreement: 3 Refunding Date: July 17, 1997 4 Interest Rate and Amortization of 1997 Bonds: See Supplemental Indenture No. 2, dated as of July 1, 1997 5 Refunding Expenses: $483,821.86 paid by the Owner Trustee on the Refunding Date from funds provided by the Owner Participant (amortized on a straight-line basis during the period commencing on the Refunding Date and ending on the last day of the Basic Lease Term). 6 Accrued Interest: $198,614.92 paid by the Owner Trustee on the Refunding Date from Supplemental Rent paid by the Lessee as interest from July 2, 1997 to the Refunding Date on the Initial Series Bonds which are redeemed on the Refunding Date. 7 Premium: $2,050,227.60 paid by the Owner Trustee on the Refunding Date from a portion of the proceeds of the 1997 Bonds and the Additional Equity Investment in respect of the premium on the Initial Series Bonds redeemed on the Refunding Date. 8 1997 Bonds: $46,632,000 issued by the Owner Trustee in accordance with the Refunding Agreement, Supplemental Indenture No. 2, dated as of July 1, 1997, and other transaction Documents and not in excess of 105% of the outstanding principal amount of the Initial Series Bonds as of the Refunding Date. 9 Supplemental Rent: $198,614.92 paid by the Lessee on the Refunding Date. 8. Additional Equity Investment: $774,227.60 funded by the Owner Participant on the Refunding Date. 9. Owner Participant's Marginal Federal Tax Rate as of 1993: 35% 10. Owner Participant's Marginal State Tax Rate - as of 1989: 17.53% - as of 1991: 17% 11. Tax Payment Method - as of 1992: 93/7 - as of 1993: 97/3 - as of 1994: 100/0 SCHEDULE 7 TO PARTICIPATION AGREEMENT MODIFIED CASUALTY VALUES Percentage of DATE Facility Cost 2 Oct 1989 15.35952855% 2 Nov 1989 15.67197774% 2 Dec 1989 15.98791855% 2 Jan 1990 16.27311638% 2 Feb 1990 19.01496153% 2 Mar 1990 19.35647834% 2 Apr 1990 19.69800342% 2 May 1990 20.01269741% 2 Jun 1990 20.33090811% 2 Jul 1990 20.62202718% 2 Aug 1990 25.61451484% 2 Sep 1990 26.00774757% 2 Oct 1990 26.37472705% 2 Nov 1990 26.74580751% 2 Dec 1990 27.12103481% 2 Jan 1991 27.31664091% 2 Feb 1991 27.66601253% 2 Mar 1991 28.02033077% 2 Apr 1991 28.36507412% 2 May 1991 28.68560401% 2 Jun 1991 29.00971582% 2 Jul 1991 29.30938360% 2 Aug 1991 29.61240017% 2 Sep 1991 29.91880295% 2 Oct 1991 30.20056380% 2 Nov 1991 30.48547333% 2 Dec 1991 30.77356673% 2 Jan 1992 31.03681359% 2 Feb 1992 31.30300224% 2 Mar 1992 31.57216555% 2 Apr 1992 31.83186299% 2 May 1992 32.07717791% 2 Jun 1992 32.32523423% 2 Jul 1992 32.55877794% 2 Aug 1992 32.79493151% 2 Sep 1992 33.03372409% 2 Oct 1992 33.25790054% 2 Nov 1992 33.48458217% 2 Dec 1992 33.71379696% 2 Jan 1993 34.72955015% 2 Feb 1993 34.94977548% 2 Mar 1993 35.17246182% 2 Apr 1993 35.39235265% 2 May 1993 35.59790174% 2 Jun 1993 35.80574785% 2 Jul 1993 35.99911764% 2 Aug 1993 36.19464833% 2 Sep 1993 36.39236407% 2 Oct 1993 36.57549028% 2 Nov 1993 36.76066293% 2 Dec 1993 36.94790488% 2 Jan 1994 37.12044026% 2 Feb 1994 37.29490371% 2 Mar 1994 37.47131680% 2 Apr 1994 37.64762307% 2 May 1994 37.81029044% 2 Jun 1994 37.97477562% 2 Jul 1994 38.12548980% 2 Aug 1994 38.27788821% 2 Sep 1994 38.43198967% 2 Oct 1994 38.57220409% 2 Nov 1994 38.71398541% 2 Dec 1994 38.85735113% 2 Jan 1995 38.98670985% 2 Feb 1995 39.11751414% 2 Mar 1995 39.24978017% 2 Apr 1995 39.38352428% 2 May 1995 39.50446234% 2 Jun 1995 39.62675189% 2 Jul 1995 39.73610738% 2 Aug 1995 39.84668492% 2 Sep 1995 39.95849816% 2 Oct 1995 40.05726029% 2 Nov 1995 40.15712607% 2 Dec 1995 40.25810786% 2 Jan 1996 40.34591749% 2 Feb 1996 40.43470838% 2 Mar 1996 40.52449152% 2 Apr 1996 40.61527798% 2 May 1996 40.69471923% 2 Jun 1996 40.77504823% 2 Jul 1996 40.84391517% 2 Aug 1996 40.91355169% 2 Sep 1996 40.98396640% 2 Oct 1996 41.04280824% 2 Nov 1996 41.10230764% 2 Dec 1996 41.16247195% 2 Jan 1997 41.21094884% 2 Feb 1997 41.25996746% 2 Mar 1997 41.30953387% 2 Apr 1997 41.35965418% 2 May 1997 41.39538364% 2 Jun 1997 41.43151237% 2 Jul 1997 41.45309390% 2 Aug 1997 43.87064090% 2 Sep 1997 43.94186786% 2 Oct 1997 43.99893984% 2 Nov 1997 44.05664959% 2 Dec 1997 44.11500425% 2 Jan 1998 44.15906008% 2 Feb 1998 44.20360824% 2 Mar 1998 44.24865422% 2 Apr 1998 44.29420359% 2 May 1998 44.32514012% 2 Jun 1998 44.35642237% 2 Jul 1998 44.37293236% 2 Aug 1998 44.38962684% 2 Sep 1998 44.40650788% 2 Oct 1998 44.40845572% 2 Nov 1998 44.41042534% 2 Dec 1998 44.41241695% 2 Jan 1999 44.41241695% 2 Feb 1999 44.41241695% 2 Mar 1999 44.41241695% 2 Apr 1999 44.41241695% 2 May 1999 44.41241695% 2 Jun 1999 44.41241695% 2 Jul 1999 44.41241695% 2 Aug 1999 44.41241695% 2 Sep 1999 44.41241695% 2 Oct 1999 44.41241695% 2 Nov 1999 44.41241695% 2 Dec 1999 44.41241695% 2 Jan 2000 44.41241695% 2 Feb 2000 44.41241695% 2 Mar 2000 44.41241695% 2 Apr 2000 44.41241695% 2 May 2000 44.41241695% 2 Jun 2000 44.41241695% 2 Jul 2000 44.41241695% 2 Aug 2000 44.41241695% 2 Sep 2000 44.41241695% 2 Oct 2000 44.41241695% 2 Nov 2000 44.41241695% 2 Dec 2000 44.41241695% 2 Jan 2001 44.41241695% 2 Feb 2001 44.41241695% 2 Mar 2001 44.41241695% 2 Apr 2001 44.41241695% 2 May 2001 44.41241695% 2 Jun 2001 44.41241695% 2 Jul 2001 44.41241695% 2 Aug 2001 44.41241695% 2 Sep 2001 44.41241695% 2 Oct 2001 44.41241695% 2 Nov 2001 44.41241695% 2 Dec 2001 44.41241695% 2 Jan 2002 44.41241695% 2 Feb 2002 44.41241695% 2 Mar 2002 44.41241695% 2 Apr 2002 44.41241695% 2 May 2002 44.41241695% 2 Jun 2002 44.41241695% 2 Jul 2002 44.41241695% 2 Aug 2002 44.41241695% 2 Sep 2002 44.41241695% 2 Oct 2002 44.41241695% 2 Nov 2002 44.41241695% 2 Dec 2002 44.41241695% 2 Jan 2003 44.41241695% 2 Feb 2003 43.01316322% 2 Mar 2003 43.01316322% 2 Apr 2003 43.01316322% 2 May 2003 43.01316322% 2 Jun 2003 43.01316322% 2 Jul 2003 43.01534853% 2 Aug 2003 41.61609480% 2 Sep 2003 41.61609480% 2 Oct 2003 41.61609480% 2 Nov 2003 41.61609480% 2 Dec 2003 41.61609480% 2 Jan 2004 41.62048984% 2 Feb 2004 41.40593760% 2 Mar 2004 41.40593760% 2 Apr 2004 41.40593760% 2 May 2004 41.40593760% 2 Jun 2004 41.40593760% 2 Jul 2004 41.40593760% 2 Aug 2004 41.40593760% 2 Sep 2004 41.40593760% 2 Oct 2004 41.40593760% 2 Nov 2004 41.40593760% 2 Dec 2004 41.40593760% 2 Jan 2005 41.40593760% 2 Feb 2005 41.38821372% 2 Mar 2005 41.38821372% 2 Apr 2005 41.38821372% 2 May 2005 41.38821372% 2 Jun 2005 41.38821372% 2 Jul 2005 41.38821372% 2 Aug 2005 41.37048984% 2 Sep 2005 41.37048984% 2 Oct 2005 41.37048984% 2 Nov 2005 41.37048984% 2 Dec 2005 41.37048984% 2 Jan 2006 41.37048984% 2 Feb 2006 41.10929581% 2 Mar 2006 41.10929581% 2 Apr 2006 41.10929581% 2 May 2006 41.10929581% 2 Jun 2006 41.10929581% 2 Jul 2006 41.10929581% 2 Aug 2006 40.84810178% 2 Sep 2006 40.84810178% 2 Oct 2006 40.84810178% 2 Nov 2006 40.84810178% 2 Dec 2006 40.84810178% 2 Jan 2007 40.84810178% 2 Feb 2007 40.54959431% 2 Mar 2007 40.54959431% 2 Apr 2007 40.54959431% 2 May 2007 40.54959431% 2 Jun 2007 40.54959431% 2 Jul 2007 40.54959431% 2 Aug 2007 40.25108685% 2 Sep 2007 40.25108685% 2 Oct 2007 40.25108685% 2 Nov 2007 40.25108685% 2 Dec 2007 40.25108685% 2 Jan 2008 40.25108685% 2 Feb 2008 39.65407193% 2 Mar 2008 39.65407193% 2 Apr 2008 39.65407193% 2 May 2008 39.65407193% 2 Jun 2008 39.65407193% 2 Jul 2008 39.65407193% 2 Aug 2008 39.05705700% 2 Sep 2008 39.05705700% 2 Oct 2008 39.05705700% 2 Nov 2008 39.05705700% 2 Dec 2008 39.05705700% 2 Jan 2009 39.05705700% 2 Feb 2009 37.80705700% 2 Mar 2009 37.80705700% 2 Apr 2009 37.80705700% 2 May 2009 37.80705700% 2 Jun 2009 37.80705700% 2 Jul 2009 37.80705700% 2 Aug 2009 36.55705700% 2 Sep 2009 36.55705700% 2 Oct 2009 36.55705700% 2 Nov 2009 36.55705700% 2 Dec 2009 36.55705700% 2 Jan 2010 36.55705700% 2 Feb 2010 35.30705700% 2 Mar 2010 35.30705700% 2 Apr 2010 35.30705700% 2 May 2010 35.30705700% 2 Jun 2010 35.30705700% 2 Jul 2010 35.31527847% 2 Aug 2010 34.06527847% 2 Sep 2010 34.06527847% 2 Oct 2010 34.06527847% 2 Nov 2010 34.06527847% 2 Dec 2010 34.06527847% 2 Jan 2011 34.08181327% 2 Feb 2011 31.74972372% 2 Mar 2011 31.74972372% 2 Apr 2011 31.74972372% 2 May 2011 31.74972372% 2 Jun 2011 31.74972372% 2 Jul 2011 31.77123864% 2 Aug 2011 29.43914909% 2 Sep 2011 29.43914909% 2 Oct 2011 29.43914909% 2 Nov 2011 29.43914909% 2 Dec 2011 29.43914909% 2 Jan 2012 29.46569977% 2 Feb 2012 27.13361021% 2 Mar 2012 27.13361021% 2 Apr 2012 27.13361021% 2 May 2012 27.13361021% 2 Jun 2012 27.13361021% 2 Jul 2012 27.15269180% 2 Aug 2012 24.82060225% 2 Sep 2012 24.82060225% 2 Oct 2012 24.82060225% 2 Nov 2012 24.82060225% 2 Dec 2012 24.82060225% 2 Jan 2013 24.83213128% 2 Feb 2013 23.71272829% 2 Mar 2013 23.71272829% 2 Apr 2013 23.71272829% 2 May 2013 23.71272829% 2 Jun 2013 23.71272829% 2 Jul 2013 23.72425732% 2 Aug 2013 22.60485433% 2 Sep 2013 22.60485433% 2 Oct 2013 22.60485433% 2 Nov 2013 22.60485433% 2 Dec 2013 22.60485433% 2 Jan 2014 22.61638336% 2 Feb 2014 20.83466694% 2 Mar 2014 20.83466694% 2 Apr 2014 20.83466694% 2 May 2014 20.83466694% 2 Jun 2014 20.83466694% 2 Jul 2014 20.84958769% 2 Aug 2014 19.06787127% 2 Sep 2014 19.06787127% 2 Oct 2014 19.06787127% 2 Nov 2014 19.06787127% 2 Dec 2014 19.06787127% 2 Jan 2015 19.08622164% 2 Feb 2015 17.30450522% 2 Mar 2015 17.30450522% 2 Apr 2015 17.30450522% 2 May 2015 17.30450522% 2 Jun 2015 17.30450522% 2 Jul 2015 17.32285559% 2 Aug 2015 15.54113917% 2 Sep 2015 15.54113917% 2 Oct 2015 15.54113917% 2 Nov 2015 15.54113917% 2 Dec 2015 15.54113917% 2 Jan 2016 15.55948954% 2 Feb 2016 13.77777313% 2 Mar 2016 13.77777313% 2 Apr 2016 13.77777313% 2 May 2016 13.77777313% 2 Jun 2016 13.77777313% 2 Jul 2016 13.77777313% 2 Aug 2016 11.99605671% 2 Sep 2016 11.99605671% 2 Oct 2016 11.99605671% 2 Nov 2016 11.99605671% 2 Dec 2016 11.99605671% 2 Jan 2017 11.99605671% 2 Feb 2017 11.96077734% 2 Mar 2017 11.96077733% 2 Apr 2017 11.96077733% 2 May 2017 12.00875795% 2 Jun 2017 12.05727476% 2 Jul 2017 12.17360056% SCHEDULE A-1 TO APPENDIX A (Definitions) Appendix A ("Definitions") to the Participation Agreement and the other Transaction Documents (as defined therein) is hereby amended as follows: (a) The following definitions are deleted from Appendix A: "Authenticating Agent", "Authorized Agent", "Bond Registrar", "Initial Interest Payment Date", "Paying Agent", "Place of Payment", "Predecessor Bonds", "Regular Record Date" and "Special Record Date". (b) The following definitions are added to Appendix A: (1) "Additional Equity Investment" shall have the meaning ascribed thereto in the Refunding Agreement. (2) "Collateral Bonds" shall mean all bonds, notes and other evidences of indebtedness from time to time issued and outstanding under the Collateral Trust Indenture. (3) "Collateral Trust Indenture" shall mean (x) in respect of the refunding of the Initial Series Bonds, the Collateral Trust Indenture, dated as of July 1, 1997, among the Lessee, Funding Corporation and the Collateral Trust Trustee, and (y) in respect of any refunding from time to time of Additional Bonds pursuant to Section 2(b) of the Participation Agreement, the related collateral trust indenture, in form and substance satisfactory to the Owner Participant, among the Lessee, Funding Corporation and the Collateral Trust Trustee. (4) "Collateral Trust Trustee" shall mean (x) in respect of the Collateral Trust Indenture entered into in connection with the refunding of the Initial Series Bonds, Bankers Trust Company, a New York banking corporation, and its successors or assigns, and (y) in respect of any Collateral Trust Indenture utilized in connection with the refunding of Additional Bonds pursuant to Section 2(b) of the Participation Agreement, the bank or trust company acting as trustee thereunder and its successors or assigns. (5) "Funding Corporation" shall mean (x) in respect of the refunding of the Initial Series Bonds, W3A Funding Corporation, a Delaware corporation, and (y) in respect of any refunding of Additional Bonds pursuant to Section 2(b) of the Participation Agreement, any special-purpose entity that issues Collateral Bonds to provide funds to refund such Additional Bonds. (6) "LP&L" means Entergy Louisiana, Inc. (formerly Louisiana Power & Light Company), a Louisiana corporation, and its permitted successors and assigns. (7) "1997 Bonds" shall have the meaning set forth in the Refunding Agreement. (8) "Refunding Agreement" shall mean the Refunding Agreement No. 3, dated as of June 27, 1997, among the Owner Participant, the Owner Trustee, Funding Corporation, the Indenture Trustee, the Collateral Trust Trustee and the Lessee. (9) "Refunding Collateral Bonds" shall mean any one or more series of Collateral Bonds issued and sold by Funding Corporation, a portion of the proceeds of which will be applied to the refunding of the Initial Series Bonds or any Additional Bonds. (10) "Refunding Expenses" shall have the meaning set forth in Section 3.01 of the Refunding Agreement. (11) "Refunding Loan" shall have the meaning set forth in Section 2(b) of the Participation Agreement. (c) The following definitions in Appendix A are revised as set forth below: (1) The definition of "Indemnitees" is amended and restated as follows: "Indemnitees" shall mean FNBC, the Owner Trustee, the Corporate Indenture Trustee, the Individual Indenture Trustee and the Collateral Trust Trustee, each in their individual and fiduciary capacities, the Owner Participant, Funding Corporation, the Trust, the Trust Estate, the Indenture Estate, the indenture estate under the Collateral Trust Indenture, any Affiliate of any of the foregoing and the respective successors, assigns, agents, shareholders, officers, directors or employees of any of the foregoing. (2) The definition of "Net Economic Return" is hereby amended and restated to be as follows: "Net Economic Return" shall mean: (i) the net after-tax economic yield expected by the Owner Participant as of the date of the initial authentication and delivery of the 1997 Bonds (as defined in the Indenture) with respect to the Undivided Interest, calculated using the Assumptions and the computations of Basic Rent, Casualty Values and Special Casualty Values derived therefrom (the "Schedules and Assumptions") as such yield shall be adjusted pursuant to and in accordance with Section 3 of the Facility Lease or as agreed between the Lessee and the Owner Participant; and (ii) the sum of after-tax cash flow over the Basic Lease Term at least equal to that expected by the Owner Participant as of the date of the initial authentication and delivery of the 1997 Bonds calculated using the Schedules and Assumptions (the "Original After-Tax Cash Flow"); and (iii) the same general pattern of after-tax Earnings originally expected by the Owner Participant as of the date of the initial authentication and delivery of the 1997 Bonds calculated using the Schedules and Assumptions. Notwithstanding the above, nothing in this definition shall be construed to obligate the Lessee to restore any portion of a reduction in Earnings where such portion of the reduction is due to events other than changes in Basic Rent provided for in the Transaction Documents, including, by example, changes in Financial Accounting Standards Board Statement No. 13 occurring after the date of the initial authentication and delivery of the 1997 Bonds. For the purposes of this definition, the Assumptions shall be deemed to include the assumptions that (i) the Owner Participant is fully taxable during the entire Basic Lease Term (provided, however, that nothing in this definition or the Participation Agreement shall be construed to be a representation by the Owner Participant as to the actual residual value assumed by the Owner Participant for purposes of calculating its earnings according to Financial Accounting Standards Board Statement No. 13 accounting or for any other purpose) and (ii) none of the equity investment is comprised of borrowed funds. (3) The definition of "Obligor" is amended and restated as follows: "Obligor", when used with reference to the Bonds, the Indenture, the Collateral Bonds or the Collateral Trust Indenture, means the Lessee and any successor to the obligations of the Lessee under the Lease, and does not include the Indenture Trustee, the Collateral Trust Trustee, the Funding Corporation, the Owner Trustee or the Owner Participant so long as none of the foregoing shall have assumed such obligations; provided, however, that no reference in the Indenture to the Lessee as an Obligor shall be construed as implying any guaranty or assumption by the Lessee of the Bonds or the Collateral Trust Bonds or the obligations represented thereby. (4) The definition of "Officers' Certificate" is amended and restated as follows: "Officers' Certificate" shall mean a certificate signed by the President or any Vice President and by the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Person with respect to which such term is used. (5) The definition of "Registration Statement" is amended and restated as follows: "Registration Statement" shall mean a registration statement, including all exhibits and all documents incorporated in such registration statement by reference, filed with the SEC under the Securities Act with respect to (x) in the case of the transactions contemplated to occur on the Closing Date, the offer, issue and sale of the Initial Series Bonds, and (y) in the case of the transactions contemplated to occur on any Refunding Date, the offer, issue and sale of any Refunding Collateral Bonds or Additional Bonds. (6) The definition of "Responsible Officer" is amended by adding the following after the words "shall mean" in the first line thereof: (i) when used with respect to the Trustee, any officer within the Corporate Trust Office including any Vice President, Assistant Vice President, Secretary, Assistant Secretary, Managing Director or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer's knowledge and familiarity with the particular subject, and (ii) and by adding word "other" after the words "agreement or obligation of any" in the second line thereof. (7) The definition of "Transaction Documents" is amended by adding the words" and the Collateral Trust Indenture, the Refunding Agreement and the Collateral Bonds" after the word "Bonds". (8) The definition of "Underwriting Agreement" is amended and restated as follows: "Underwriting Agreement" shall mean (x) with respect to the Initial Series Bonds, Underwriting Agreement No. [See Additional Information], dated September 21, 1989, among the Owner Trustee, the Lessee, and the underwriter or underwriters for the Initial Series Bonds, and (y) with respect to any Refunding Collateral Bonds or Additional Bonds, the underwriting agreement among the Lessee, Funding Corporation or the Owner Trustee (as the case may be), and the underwriter or underwriters for such Collateral Bonds or Additional Bonds relating to the purchase, sale and delivery thereof. SUPPLEMENTAL INDENTURE NO. 2 dated as of July 1, 1997 to INDENTURE OF MORTGAGE AND DEED OF TRUST NO. 3 dated as of September 1, 1989, as supplemented, between FIRST NATIONAL BANK OF COMMERCE, not in its individual capacity but solely as Owner Trustee under Trust Agreement No. 3, dated as of September 1, 1989, with the Owner Participant, and BANKERS TRUST COMPANY, as Corporate Indenture Trustee, and STANLEY BURG, as Individual Indenture Trustee Original Indenture Recorded On September 27, 1989 in Book No. _____, Page ____ as Entry No. _____ in the Conveyance Records of St. Charles Parish, Louisiana The Supplemental Indenture No. 2, dated as of July 1, 1997, to Indenture of Mortgage and Deed of Trust No. 3, dated as of September 1, 1989 (the "Original Indenture"; the Original Indenture, as supplemented by Supplemental Indenture No. 1, dated as of September 1, 1989, and by this Supplemental Indenture No. 2, and as it may be further supplemented or amended from time to time by all other indentures supplemental thereto, being hereinafter referred to as the "Indenture"), between First National Bank of Commerce, a national banking association having its principal office and mailing address at 210 Baronne Street, New Orleans, Louisiana 70112, not in its individual capacity, except as otherwise expressly provided in the Indenture, but solely as the Owner Trustee (such term and all other capitalized terms used herein and not defined herein having the respective meanings specified in Appendix A to the Original Indenture as modified by Schedule A-1 thereto, a copy of Schedule A-1 being attached hereto as Exhibit C), Bankers Trust Company, a New York banking corporation and successor in interest under the Indenture to First Trust of New York, National Association, as Corporate Indenture Trustee (the "Corporate Indenture Trustee" and, for all purposes of the Indenture except as may be required pursuant to Section 7.03(c) of the Original Indenture, the "Indenture Trustee"), and Stanley Burg, as successor in interest under the Indenture to Patrick J. Crowley as Individual Indenture Trustee (the "Individual Indenture Trustee" and, solely as may be required pursuant to Section 7.03(c) of the Original Indenture, the "Indenture Trustee"), each having its principal office and mailing address at Four Albany Street, New York, New York 10006, Attention: Corporate Trust and Agency-Public Utilities Group, WITNESSETH: Whereas, the Owner Trustee and the Lessee have executed and delivered to the Indenture Trustee the Original Indenture and Supplemental Indenture No. 1 pursuant to which the Owner Trustee issued the Initial Series Bonds; Whereas, Section 1.03 of Supplemental Indenture No. 1 provides that the Initial Series Bonds may be subject to redemption, on and after July 2, 1994, at the option of the Owner Trustee, in whole at any time or in part from time to time, at the Redemption Prices set forth therein; Whereas, the original Indenture Trustee and the successor Indenture Trustee have executed and delivered, and the Owner Trustee and the Lessee have acknowledged and accepted, an instrument in substantially the form of Exhibit B hereto, under which the original Indenture Trustee has resigned its appointment as Indenture Trustee and the successor Indenture Trustee has accepted its appointment as successor Indenture Trustee effective June 27, 1997; Whereas, the Owner Trustee desires to issue Additional Bonds to or upon the order of Funding Corporation as an integral step in the refunding of the Initial Series Bonds and to enter into this Supplemental Indenture No. 2 to establish the terms, conditions, designations and forms of such Additional Bonds; Whereas, the parties hereto further desire to enter into this Supplemental Indenture No. 2 in order to evidence the succession of the new Indenture Trustee and to amend the Indenture in a number of respects in light of the execution and delivery of the Collateral Trust Indenture and the issuance by Funding Corporation of Collateral Bonds in connection with the refunding of the Initial Series Bonds; Whereas, Section 10.01 of the Original Indenture provides that, without the consent of the Holders of any Bonds, the parties thereto at any time and from time to time may enter into one or more supplements to the Original Indenture in order to establish the form and terms of Bonds of any series permitted by Sections 2.01 and 2.04 of the Original Indenture, to evidence the succession of a new trustee or co-trustee under the Indenture, and (subject to the limitations provided therein) to change or eliminate any provision of the Indenture; Whereas, all action on the part of the Owner Trustee and the Indenture Trustee necessary to authorize the execution and delivery of this Supplemental Indenture No. 2 and the issuance of the aforesaid Bonds has been duly taken; and Whereas, all acts and things necessary (x) to make the Bonds of the series herein created and established, when executed by the Owner Trustee and authenticated and delivered by the Indenture Trustee as provided in the Original Indenture, the legal, valid and binding obligations of the Owner Trustee and (y) to constitute these presents a valid and binding supplemental indenture and agreement according to its terms have been done and performed, and the execution of this Supplemental Indenture No. 2 and the creation and issuance under the Indenture of such Bonds have in all respects been duly authorized; Now, Therefore, in order to establish the form and terms, and to authorize the authentication and delivery, of the Bonds of the series herein created and established, and in consideration of the premises, of the purchase of such Bonds by the Holders thereof and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Owner Trustee covenants and agrees with the Indenture Trustee, for the equal and proportionate benefit of the respective Holders from time to time of the Bonds, as follows: ARTICLE ONE Amendments to Indenture 1. Section 1.01. Amendments. (a) The Indenture is hereby amended by deleting the Lessee as a party thereto and the "Reconciliation and Tie" included therewith. The Indenture is hereby further amended in the following respects: (b) Article One is amended as follows: (1) Section 1.01 is deleted and the following inserted in lieu thereof: "Section 1.01. Definitions. For all purposes of this Indenture, except as otherwise expressly provided herein or unless the context otherwise requires: (a) capitalized terms used herein and not defined herein have the respective meanings specified in Appendix A hereto as modified by Schedule A-1 thereto, and the rules of construction specified in such Appendix are applicable to this Indenture; and (b) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles." (2) Paragraph (a) of Section 1.04 is deleted and the following inserted in lieu thereof: "(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders shall be embodied in and evidenced by one or more instruments of substantially similar tenor, signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee and, where it is hereby expressly required, to the Owner Trustee and the Lessee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and, subject to Section 8.01, conclusive in favor of the Indenture Trustee, the Owner Trustee and the Lessee if made in the manner provided in this Section." (3) Section 1.05 is deleted and the following inserted in lieu thereof: "Section 1.05. Notices, etc. to Indenture Trustee, Lessee, Owner Trustee and Owner Participant. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with: (a) the Indenture Trustee by any Holder, by the Owner Trustee or by the Lessee shall be sufficient for every purpose hereunder if in writing and mailed, first-class postage prepaid, to the Indenture Trustee addressed to it at the address of the Corporate Trust Office; or (b) the Owner Trustee by the Indenture Trustee, by any Holder or by the Lessee shall be sufficient for every purpose hereunder if in writing and mailed, first-class postage prepaid, to the Owner Trustee addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Indenture Trustee and the Lessee by the Owner Trustee for such purpose; or (c) the Lessee by the Indenture Trustee, by any Holder or by the Owner Trustee shall be sufficient for every purpose hereunder if in writing and mailed, first-class postage prepaid, to the Lessee addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Indenture Trustee and the Owner Trustee by the Lessee for such purpose; or (d) the Owner Participant by the Indenture Trustee, by any Holder or by the Lessee shall be sufficient for every purpose hereunder if in writing and mailed, first-class postage prepaid, to the Owner Participant addressed to it at its address specified in Section 17 of the Participation Agreement or at any other address previously furnished in writing to the Lessee or the Indenture Trustee for such purpose." (4) The text of Section 1.07 is deleted and the caption "[Reserved]" is inserted in lieu of the existing caption, "Conflict with Trust Indenture Act." (5) Section 1.13 is deleted and the following inserted in lieu thereof: "Section 1.13. Legal Holidays. In the event that any payment of interest or principal, or both, and premium, if any, to be made hereunder or in respect of the Bonds of any series is stated to be due on a day that is not a Business Day, then such payment shall be due and payable on the next succeeding Business Day with the same force and effect as if made on the date on which such payment was stated to be due, and no interest shall accrue for the period from and after such stated due date." (c) Article Two is amended as follows: (1) Paragraph (b) of Section 2.02 is deleted and the following inserted in lieu thereof: "(b) No Bond shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose hereunder unless there appears on such Bond a certificate of authentication, substantially in the form provided above, executed manually by the Indenture Trustee by an Authorized Officer thereof, and such certificate upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly authenticated and delivered hereunder." (2) Section 2.04(b) is deleted and the following inserted in lieu thereof: "(b) The Bonds may be issued in one or more series. The terms, conditions, designations and forms of the Bonds of any series shall be consistent with the provisions of this Indenture and shall be established in the Series Supplemental Indenture creating the Bonds of such series." (3) Section 2.05(a)(3) is amended by deleting the text "(or, if applicable, the Authenticating Agent)" from clause (A) thereof. (4) Section 2.06 is deleted and the following inserted in lieu thereof: "Section 2.06. Form and Denominations. The Bonds of any series shall be issued only in fully registered form and in denominations of original principal amount of $500,000 or greater, unless otherwise provided in the Series Supplemental Indenture creating the Bonds of such series." (5) Section 2.08 is deleted and the following inserted in lieu thereof: "Section 2.08. Restrictions on Transfer Resulting from Federal Securities Laws and ERISA; Legend. (a) If not prohibited by the Securities Act, each Bond of any series shall be delivered to the initial Holder thereof without registration of such Bond under the Securities Act and without qualification of this Indenture under the Trust Indenture Act. Prior to any transfer of any such Bond, in whole or in part, to any Person other than the Collateral Trust Trustee, the Holder thereof shall furnish to the Lessee, the Indenture Trustee, the Owner Participant and the Owner Trustee either (i) a written representation and warranty of such Holder to the effect that the transferee of such Bond and all Persons to which such Bond shall have been offered are "accredited investors" or "qualified institutional buyers" within the meaning of Regulation D or Rule 144A, respectively (or, in each case, any successor thereto) under the Securities Act, or (ii) an opinion of counsel to the effect that such transfer will not violate the registration requirements of the Securities Act or require the qualification of this Indenture under the Trust Indenture Act. Such written representation and warranty and opinion of counsel, as well as counsel rendering any such opinion, shall be reasonably satisfactory to the Lessee, the Indenture Trustee, the Owner Participant and the Owner Trustee. All Bonds issued hereunder from time to time without registration thereof under the Securities Act shall in each case be endorsed with a legend reading substantially as follows: This Bond has not been registered under the Securities Act of 1933, as amended, and may not be transferred, sold or offered for sale in violation of such Act or otherwise except in compliance with Section 2.08 of the Indenture. (b) Prior to any transfer, in whole or in part, of any Bond issued hereunder without registration thereof under the Securities Act to any Person other than the Collateral Trust Trustee, the Holder thereof shall furnish to the Lessee, the Indenture Trustee, the Owner Participant and the Owner Trustee a written representation and warranty to the effect that neither the transfer of such Bond to, nor the ownership of such Bond by, such transferee will cause such transferee, or any such Person, to be engaged in a "prohibited transaction", as defined in section 406 of ERISA or section 4975 of the Code, which is not at such time subject to an exemption contained in ERISA or in the rules, regulations, releases or bulletins adopted thereunder." (c) Notwithstanding the foregoing, no Bond issued to Funding Corporation shall be transferred without the prior written consent of the Owner Trustee, provided, however, that each Bond may be pledged with the Collateral Trust Trustee and sold by the Collateral Trust Trustee in accordance with the Collateral Trust Indenture. (6) Section 2.09 is deleted and the following inserted in lieu thereof: "Section 2.09. Registration, Transfer and Exchange. (a) The Indenture Trustee on behalf of the Owner Trustee shall maintain at the Corporate Trust Office a register ("Bond Register") for the purpose of registration, and registration of transfer and exchange, of the Bonds by series in which shall be entered the names and addresses of the owners of such Bonds and the principal amounts and serial or other identifying numbers of the Bonds owned by such Persons. Unless otherwise provided in respect of the Bonds of a particular series, the Indenture Trustee is hereby appointed transfer agent and registrar for the Bonds of all series. (b) A Holder of a Bond intending to register the transfer of any Outstanding Bond held by such Holder (including any transfer in the form of a pledge or assignment) or to exchange any Outstanding Bond held by such Holder for a new Bond or Bonds of the same series shall surrender such Outstanding Bond at the Corporate Trust Office, duly endorsed and accompanied by the written request of such Holder or of its attorney duly authorized in writing (in each case with signatures guaranteed) in form and substance reasonably satisfactory to the Indenture Trustee, for the registration of such Bond in the name of any transferee (including any pledgee or assignee in the case of a transfer in the form of a pledge or assignment) or for the issuance of a new Bond or Bonds of the same series, specifying the authorized denomination or denominations of any new Bond or Bonds to be issued and the name and address and taxpayer identification number of the Person or Persons in whose name or names the Bond or Bonds are to be registered (either as pledgee or assignee or as owner). Promptly upon receipt by the Indenture Trustee of the foregoing and satisfaction of the requirements of paragraph (d) hereof and Section 2.08, the Indenture Trustee shall register such Bond or Bonds in the name or names of the Person or Persons specified in the written request and, if a new Bond or Bonds are to be issued, the Owner Trustee shall execute and the Indenture Trustee shall authenticate and deliver such new Bond or Bonds of the same series, in the same aggregate principal amount and dated the same date as the Outstanding Bond surrendered, in the authorized denomination or denominations specified in the written request. The Indenture Trustee shall make a notation on each new Bond of the amount of all payments of principal theretofore made on the predecessor Bond or Bonds and the date to which interest on such predecessor Bond or Bonds has been paid. (c) Except as otherwise specified in the Series Supplemental Indenture creating the Bonds of a particular series, the Indenture Trustee shall not be required to register transfers or exchanges of the Bonds of any series on any date fixed for the payment of principal of or interest on the Bonds of such series or during the fifteen days preceding any such date. (d) As a condition to registration of transfer or exchange of any Bond, the Indenture Trustee and the Owner Trustee may charge the Holder thereof for any stamp taxes or governmental charges required to be paid with respect to such registration of transfer or exchange. (e) All Bonds issued upon any registration of transfer or exchange of Bonds shall be the valid obligations of the Owner Trustee evidencing the same debt, and entitled to the same security and benefits under this Indenture, as the Bonds surrendered upon such registration of transfer or exchange. (f) All Bonds surrendered to the Indenture Trustee for registration of transfer or exchange or for payment in full (whether at the scheduled final maturity thereof, upon redemption or otherwise) shall be canceled by it; and no Bonds shall be issued in lieu thereof except as expressly permitted hereunder. Subject to any Applicable Law to the contrary, the Indenture Trustee shall destroy canceled Bonds held by it in accordance with its customary practices in effect from time to time and deliver a certificate of destruction to the Owner Trustee. If the Owner Trustee shall acquire any of the Bonds, such acquisition shall not operate as a redemption of or the satisfaction of the indebtedness represented by such Bonds unless and until the same shall be delivered to the Indenture Trustee for cancellation. (g) The Bond Register shall at all reasonable times be open for inspection by any Holder. Upon receipt of a written request by any Holder, by the Owner Trustee or by the Lessee, the Indenture Trustee shall furnish such Person, at its expense, with a list of the names and addresses of all Holders entered on the Bond Register, indicating the series, principal amount and serial or other identifying number of each Bond held by each such Holder." (7) Paragraphs (a) and (b) of Section 2.10 are deleted and the following inserted in lieu thereof: "(a) If (i) any mutilated Bond is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Bond, and (ii) there is delivered to the Indenture Trustee evidence to its satisfaction of the ownership and authenticity thereof, and such security or indemnity as may be required by it to save it and the Owner Trustee harmless (provided, however, that if the Holder of such Bond is the Collateral Trust Trustee, the unsecured written undertaking thereof, in its individual capacity, to indemnify the Indenture Trustee and the Owner Trustee shall constitute sufficient security and indemnity for such purposes), then, in the absence of notice to the Indenture Trustee that such Bond has been acquired by a bona fide purchaser, the Owner Trustee shall execute and the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Bond, a new Bond of the same series, in the same original principal amount and bearing an identification number not contemporaneously outstanding. The Indenture Trustee shall make a notation on each such new Bond of (i) the aggregate amount of all payments of principal theretofore made on the Bond so mutilated, destroyed, lost or stolen and (ii) the date to which interest on such predecessor Bond has been paid. (b) [Reserved]" (8) Section 2.11 is deleted and the following inserted in lieu thereof: "Section 2.11. Payments. Except as otherwise specified in the Series Supplemental Indenture creating the Bonds of a particular series, the principal of and premium, if any, and interest on each Bond shall be payable at the Corporate Trust Office in immediately available funds in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts; provided, however, that if so requested in writing by the Holder of any Bond, all amounts (other than the final payment) payable with respect to such obligation shall be paid by crediting the amount to be distributed to such Holder to an account maintained by it with the Indenture Trustee or by the Indenture Trustee transferring such amount by wire transfer of immediately available funds as soon as practicable but in any event no later than the close of business on the date of receipt (assuming the Indenture Trustee has received such funds prior to 1:00 p.m., New York City time, on the same day) to such other bank in the United States having an account with a Federal Reserve Bank, as shall have been specified in such notice, for credit to the account of such Holder maintained at such bank, any such credit or transfer pursuant to this Section to be in immediately available funds, without any presentment or surrender of such Bond; provided further, however, that any final payment on any such Bond shall be made only against presentment and surrender thereof at the Corporate Trust Office." (9) The text of Section 2.12 following the caption "Persons Deemed Owners" is deleted and the following inserted in lieu thereof: "The Owner Trustee and the Indenture Trustee shall deem the Person in whose name any Bond is registered in the Bond Register as the absolute owner of such Bond for the purpose of receiving payment of all amounts payable with respect to such Bond and for all other purposes, and neither the Owner Trustee nor the Indenture Trustee shall be affected by any notice to the contrary." (10) The following section is added to the end of Article Two: "Section 2.17. Certain Adjustments to Sinking Fund or Amortization Schedules. The sinking fund or principal amortization schedules, as the case may be, and stated maturity of the Outstanding Bonds of any series may be adjusted at the discretion of the Owner Trustee under the circumstances and subject to the conditions set forth in paragraphs (b) and (c) of Section 2 of the Participation Agreement; provided, however, that no such adjustment to the sinking fund or the principal amortization schedules or stated maturity of the Outstanding Bonds of any series shall (x) cause the average life of the Bonds of such series (measured from the date of initial issuance thereof and calculated in accordance with generally accepted financial practice) to be decreased or increased by more than six months, or (y) extend the final maturity of the Bonds of such series. If it elects to make such an adjustment, the Owner Trustee shall deliver to the Indenture Trustee and the Lessee, at least 40 days prior to the first payment date proposed to be affected by such adjustment, an Owner Trustee Request, prepared by the Owner Participant and the Lessee, (x) stating that the Owner Trustee has elected to make such adjustment, (y) attaching the revised payment and maturity schedules for each of the Outstanding Bonds, and (z) attaching calculations showing that the average life of the Outstanding Bonds of the series affected thereby shall not be decreased or increased except as permitted by this Section. The Indenture Trustee may conclusively rely on such Owner Trustee Request and shall have no duty with respect to the calculations referred to in the foregoing clause (z), other than to make such Owner Trustee Request available for inspection by each Holder of Outstanding Bonds of the series affected thereby at the Corporate Trust Office upon reasonable notice. Promptly after receipt of such Owner Trustee Request, and in any event at least thirty (30) days prior to the first payment date proposed to be affected thereby, the Indenture Trustee shall send to each Holder of Outstanding Bonds of the series affected thereby, in the manner provided in Section 1.06, a copy of a revised payment schedule for such Bonds after giving effect to such adjustment." (d) Article Three is amended to add the following to the end of paragraph (d) of Section 3.01: "; provided, however, that if the Indenture Trustee has been directed by any Holder or Holders to make payments by wire transfer pursuant to Section 2.11, any amounts received by the Indenture Trustee after 1:00 p.m., New York City time, may be distributed on the following Business Day." (e) Article Four is amended as follows: (1) Section 4.03 is amended in the following respects: (A) The reference in the first sentence of paragraph (a) to "or with any Paying Agent" is deleted; (B) paragraph (b) is deleted; and (C) paragraph (c) is deleted and the following inserted in lieu thereof: "(b) [Reserved]" (c) Any money deposited with the Indenture Trustee in trust for the payment of the principal of, and premium, if any, and interest on, any Bond and remaining unclaimed for three years (or such lesser period as may be required by law to give effect to this provision) after such principal, premium, if any, or interest has become due and payable shall be paid to the Owner Trustee on Owner Trustee Request (to the extent such moneys shall have been deposited by the Owner Trustee) or to any other Person on its written request (to the extent such moneys shall have been deposited by such other Person); and the Holder of such Bond shall thereafter, as an unsecured general creditor, look only to the Owner Trustee or such other Person, for payment thereof, and all liability of the Indenture Trustee with respect to such money shall thereupon be discharged." (2) Section 4.04 is deleted and the following inserted in lieu thereof: "Section 4.04 [Reserved]" (3) Paragraph (a) of Section 4.06 is deleted and the following inserted in lieu thereof: "(a) Pursuant to Section 9(b)(2) of the Participation Agreement, the Lessee has covenanted to maintain the priority of the Lien created by this Indenture. The Indenture Trustee shall, at the request and expense of the Lessee as provided in the Participation Agreement (and upon receipt of the form of document so to be executed), execute and deliver to the Lessee and the Lessee shall file, if not already filed, such financing statements or other documents and such continuation statements or other documents with respect to financing statements or other documents previously filed relating to the Lien created by this Indenture as may be necessary to protect, perfect and preserve such Lien. At any time and from time to time, upon the request of the Lessee or the Indenture Trustee, at the expense of the Lessee as provided in the Participation Agreement (and upon receipt of the form of document so to be executed), the Owner Trustee shall promptly and duly execute and deliver any and all such further instruments and documents as the Lessee or the Indenture Trustee may reasonably request in order for the Indenture Trustee to obtain the full benefits of the Lien created or intended to be created hereby and of the rights and powers herein granted. Upon the reasonable instructions (which instructions shall be accompanied by the form of document to be filed) at any time and from time to time of the Lessee or the Indenture Trustee, the Owner Trustee shall execute and file any financing statement (and any continuation statement with respect to any such financing statement), any certificate of title or any other document, in each case relating to the Liens created by this Indenture, as may be specified in such instructions. In addition, the Indenture Trustee and the Owner Trustee shall execute such continuation statements with respect to financing statements and other documents relating to the Lien created by this Indenture as may be reasonably specified from time to time in written instructions of any Holder (which instructions may, by their terms, be operative only at a future date and which shall be accompanied by the form of such continuation statement or other document so to be filed)." (4) Section 4.09 is deleted and the following inserted in lieu thereof: "Section 4.09. Notices of Default. The Owner Trustee shall give to the Indenture Trustee, promptly after having obtained knowledge thereof, notice in the manner provided in Section 1.05 of any Indenture Default or Indenture Event of Default." (5) The first eight words of Section 4.10 following the caption "Performance of Obligations" are deleted and the following inserted in lieu thereof: "The Owner Trustee shall not" (6) Section 4.12 is deleted and the following inserted in lieu thereof: "Section 4.12 [Reserved]" (f) Article Five is amended as follows: (1) The following is added to the end of Section 5.01: "This Article does not apply to installment payments of principal of the Bonds of any series as contemplated in Section 6.03." (2) Subparagraph (5) of Section 5.05(b) is deleted and the following inserted in lieu thereof: "(5) if such Bonds are to be redeemed in full, the place or places where such Bonds are to be surrendered for payment of the Redemption Price, and" (3) The second sentence of Section 5.06 is deleted and the following inserted in lieu thereof: "Upon surrender of any such Bond for redemption in accordance with such notice, such Bond or portion thereof shall be paid at the Redemption Price, together with accrued interest, if any, to the Redemption Date." (4) Section 5.07 is deleted and the following inserted in lieu thereof: "Section 5.07. Bonds Redeemed in Part. Any Bond which is to be redeemed only in part may be surrendered at the Corporate Trust Office (with, if the Owner Trustee or Indenture Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Owner Trustee and the Indenture Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Lessee shall cause to be prepared, the Owner Trustee shall execute, and the Indenture Trustee shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds of the same series, in any authorized denomination requested by such Holder and in an aggregate unpaid principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered." (g) Article Six is deleted and the following inserted in lieu thereof: "ARTICLE SIX Sinking Funds; Installment Payments Section 6.01. Applicability of Article. The provisions of this Article shall apply (x) to any sinking fund established for the retirement of the Bonds of a particular series and (y) to the Bonds of any series the principal of which is subject to amortization in installments. Section 6.02. Sinking Funds. (a) Any Series Supplemental Indenture may provide for a sinking fund for the retirement of the Bonds of the series created thereby (a "Sinking Fund"), in accordance with which the Owner Trustee shall be required to redeem on the respective dates specified in or pursuant to such Series Supplemental Indenture (any such date, a "Sinking Fund Redemption Date") corresponding principal amounts of the Bonds of such series (any such corresponding amount, a "Sinking Fund Requirement"). (b) If there shall have been a redemption, otherwise than pursuant to a Sinking Fund, of less than all the Bonds of a series to which a Sinking Fund is applicable (such redeemed Bonds being hereinafter called the "Redeemed Bonds"), the Sinking Fund Requirements applicable to the Bonds of such series for each Sinking Fund Redemption Date thereafter shall be deemed to have been satisfied to the extent of an amount equal to the quotient resulting from the division of (1) the product of (A) the principal amount of the Redeemed Bonds and (B) such Sinking Fund Requirement by (2) the sum of (C) the aggregate principal amount of Bonds of such series then Outstanding (after giving effect to such redemption) and (D) the principal amount of such Redeemed Bonds; provided, however, that the remaining Sinking Fund Requirements determined as set forth in this paragraph shall be rounded to the nearest integral multiple of $1,000, subject to further necessary adjustment so that the aggregate principal amount of such satisfaction of Sinking Fund Requirements shall be equal to the aggregate principal amount of such Redeemed Bonds, such adjustment to such Sinking Fund Requirements to be made in the inverse order of the respective Sinking Fund Redemption Dates corresponding thereto. (c) Particular Bonds to be redeemed pursuant to a Sinking Fund shall be selected in the manner provided in Section 5.04, and notice of such redemption shall be given in the manner provided in Section 5.05. Section 6.03. Installment Payments. (a) Any Series Supplemental Indenture may provide for the amortization of the principal amount of the Bonds of the series created thereby through installment payments of the principal of each Bond of such series, in accordance with which the Owner Trustee shall be required to pay on the respective dates specified in or pursuant to such Series Supplemental Indenture (any such date, an "Amortization Date") corresponding installments of principal of each Bond of such series (any such installment payment of principal, an "Amortization Requirement"). (b) If there shall have been a redemption (any installment payment pursuant to this Section 6.03 not being considered for such purpose a redemption) of less than all the Bonds of a series subject to installment payments as contemplated in this Section (such redeemed Bonds being hereinafter called the "Redeemed Bonds"), the Amortization Requirements applicable to the Bonds of such series for each Amortization Date thereafter shall be deemed to have been satisfied to the extent of an amount equal to the quotient resulting from the division of (1) the product of (A) the principal amount of the Redeemed Bonds and (B) such Amortization Requirement by (2) the sum of (C) the aggregate principal amount of Bonds of such series then Outstanding (after giving effect to such redemption) and (D) the principal amount of the Redeemed Bonds; provided, however, that the remaining Amortization Requirements determined as set forth in this paragraph shall be rounded to the nearest integral multiple of $1,000, subject to further necessary adjustment so that the aggregate principal amount of such satisfaction of Amortization Requirements shall be equal to the aggregate principal amount of such Redeemed Bonds, such adjustment to such Amortization Requirements to be made in the inverse order of the respective Amortization Dates corresponding thereto. In connection with any such adjustments to the Amortization Requirements, the Owner Trustee shall deliver to the Indenture Trustee, not later than 30 days prior to the next Amortization Date following such partial redemption, a revised schedule, prepared by the Lessee and approved by the Owner Participant, setting forth the Amortization Requirements for the Bonds commencing with the first Amortization Date following such partial redemption. The Indenture Trustee may conclusively rely on such revised schedule and shall have no duty with respect to the adjustments set forth therein, other than to make such revised schedule available for inspection by the Holders of the Bonds affected thereby." (h) Article Eight is amended as follows: (1) Section 8.01 is deleted and the following inserted in lieu thereof: "Section 8.01. Certain Duties and Responsibilities; Standard of Care. (a) The Indenture Trustee shall perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers hereunder, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) The Indenture Trustee shall not be liable hereunder except for its own willful misconduct or gross negligence. The foregoing notwithstanding, if an Indenture Event of Default has occurred and is continuing, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (c) In the absence of bad faith on its part: (1) the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall be under a duty to examine the same to determine whether they conform to the requirements of this Indenture; and (2) the Indenture Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority in aggregate principal amount of the Outstanding Bonds of all series, considered as one class, relating to (A) the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee under this Indenture or (B) the exercise by it of any trust or power conferred upon it under this Indenture. (d) Whether or not herein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording protection to, the Indenture Trustee shall be subject to the provisions of this Section." (2) Section 8.03 following the caption "Certain Rights of Indenture Trustee" is deleted and the following inserted in lieu thereof: "Except as otherwise provided in Section 8.01: (a) the Indenture Trustee may conclusively rely and shall be protected in acting or refraining from acting in reliance upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction referred to herein of the Owner Trustee shall be sufficiently evidenced by an Owner Trustee Request or Owner Trustee Order and any request of the Lessee shall be sufficiently evidenced by a Lessee Request or Lessee Order; (c) whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) shall be entitled to receive and may, in the absence of bad faith on its part, rely upon an Officers' Certificate of the Owner Trustee; (d) the Indenture Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (e) the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, except to the extent that such Holders shall have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; provided, however, that if the Holder of such Bonds is the Collateral Trust Trustee, the unsecured written undertaking thereof, in its individual capacity, to indemnify the Indenture Trustee shall constitute sufficient security and indemnity for such purposes; (f) the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Owner Trustee, personally or by agent or attorney; (g) the Indenture Trustee may at any time request written instructions from the Holders of the Bonds with respect to any interpretation of this Indenture or any action to be taken or not to be taken hereunder and, except as otherwise contemplated in Section 2.11, may withhold any action under this Indenture until it shall have received such written instructions from the Holders of a majority in aggregate principal amount of the Outstanding Bonds of all series, considered as one class, evidenced by an Act of such Holders; (h) the Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or, by or through agents or attorneys appointed by it in writing and acceptable to the Owner Trustee and the Lessee, indirectly, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of any such authorized agent or attorney appointed with due care by it and as otherwise hereinabove provided; (i) the Indenture Trustee shall not be personally liable, in the case of entry by it upon the Indenture Estate, for debts, contracts or liabilities or damages incurred in the management or operation of the Indenture Estate; and (j) for all purposes of this Indenture, the Indenture Trustee shall not be deemed to have knowledge of the occurrence of any Indenture Default or Indenture Event of Default unless either (1) notice thereof shall have been given to the Indenture Trustee in the manner provided in Section 1.05 or (2) a Responsible Officer of the Corporate Indenture Trustee shall have actual knowledge of the occurrence thereof; provided, however, that the Indenture Trustee shall be deemed to have knowledge of any failure of the Lessee to pay any installment of Basic Rent within five Business Days after the same has become due." (3) The text of Section 8.05 following the caption "Indenture Trustee and Authorized Agents May Hold Bonds" is deleted and the following inserted in lieu thereof: "The Indenture Trustee and any agent appointed by the Indenture Trustee or Owner Trustee in accordance with this Indenture, in its individual or any other capacity, may become the owner or pledgee of Bonds and, subject to Sections 8.08 and 8.13, may otherwise deal with the Owner Trustee with the same rights it would have if it were not Indenture Trustee or such agent." (4) Section 8.06 is amended in the following respects: (A) the reference in the caption to "or Paying Agent" is deleted; (B) the respective references in paragraph (a) to "or the Paying Agent" and "nor the Paying Agent" are deleted; and (C) the reference in paragraph (b) to "or the Paying Agent" is deleted. (5) Section 8.07 is deleted and the following inserted in lieu thereof: "Section 8.07. Compensation and Reimbursement. (a) The Owner Trustee shall: (1) pay, or cause to be paid, to the Indenture Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) reimburse, or cause to be reimbursed, the Indenture Trustee upon its request for all expenses, disbursements and advances incurred or made by it in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its own negligence, willful misconduct or bad faith; and (3) indemnify, or cause to be indemnified, each of the Indenture Trustee and any predecessor Indenture Trustee for, and hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. (b) As security for the performance of the obligations of the Owner Trustee under this Section, the Indenture Trustee shall have a Lien prior to the Bonds upon all funds and other property held or collected by it as part of the Indenture Estate. (c) The provisions of paragraph (a) apply equally to any agent appointed by the Indenture Trustee or Owner Trustee hereunder in accordance with the provisions hereof." (6) Section 8.08 is deleted and the following inserted in lieu thereof: "Section 8.08 [Reserved]" (7) The text of Section 8.09 following the caption is deleted and the following inserted in lieu thereof: "There shall at all times be an Indenture Trustee hereunder that is a corporation organized and doing business under the laws of the United States or any jurisdiction thereof, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $25,000,000, and subject to supervision or examination by federal or state or other local authority. If at any time the Indenture Trustee ceases to remain eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article." (8) Paragraphs (d) and (e) of Section 8.10 are deleted and the following inserted in lieu thereof: "(d) if at any time: (1) the Indenture Trustee ceases to remain eligible under Section 8.09 and fails to resign after written request therefor by the Owner Trustee or by any Holder who has been a bona fide holder of a Bond for at least six months, or (2) the Indenture Trustee has become incapable of acting or has been adjudged a bankrupt or insolvent or a receiver of the Indenture Trustee or of its property has been appointed or any public officer has taken charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (x) the Owner Trustee, acting after consultation with the Lessee, may remove the Indenture Trustee or (y) subject to Section 7.11, any Holder who has been a bona fide Holder of a Bond for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) If the Indenture Trustee resigns, is removed or becomes incapable of acting, or if a vacancy occurs in the office of Indenture Trustee for any cause, the Owner Trustee, acting after consultation with the Lessee, shall promptly appoint a successor Indenture Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Indenture Trustee has been appointed by Act of the Holders of not less than a majority in aggregate principal amount of the Outstanding Bonds of all series, considered as one class, delivered to the Lessee, the Owner Trustee and the retiring Indenture Trustee, the successor Indenture Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Indenture Trustee and supersede the successor Indenture Trustee appointed by the Lessee. If no successor Indenture Trustee has been so appointed by the Owner Trustee, acting after consultation with the Lessee, or by the Holders, and has accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Bond for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee." (9) Section 8.13 is deleted and the following inserted in lieu thereof: "Section 8.13. [Reserved]" (10) Section 8.14 is deleted and the following inserted in lieu thereof: "Section 8.14. [Reserved]" (11) Section 8.15 is amended in the following respects: (A) Paragraph (a) is deleted and the following inserted in lieu thereof: "(a) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which property shall be held subject to the Lien hereof, or the Indenture Trustee shall be advised by counsel, satisfactory to it, that it is so necessary or prudent in the interest of the Holders, or the Holders of a majority in aggregate principal amount of the Outstanding Bonds of all series, considered as one class, shall by Act of such Holders so request, the Indenture Trustee and the Owner Trustee shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company or one or more Persons approved by the Indenture Trustee either to act as co-trustee or co-trustees of all or any part of the Indenture Estate jointly with the Indenture Trustee originally named herein or any successor or successors or to act as separate trustee or trustees of all or any such property. In the event the Owner Trustee shall not have joined in the execution of such instruments and agreements within ten days after the receipt of a written request from the Indenture Trustee so to do, or in case an Indenture Event of Default shall have occurred and be continuing, the Indenture Trustee may act under the foregoing provisions of this Section without the concurrence of the Owner Trustee, and the Owner Trustee hereby appoints the Indenture Trustee its agent and attorney to act for it under the foregoing provisions of this Section in either of such contingencies." (B) Subparagraph (b)(5) is deleted and the following inserted in lieu thereof: "(5) the Owner Trustee and the Indenture Trustee, at any time, by an instrument in writing, executed by them jointly, may remove any such additional trustee or trustees and, in that case, by an instrument in writing executed by them jointly, may appoint a successor or successors to such additional trustee or trustees, anything herein to the contrary notwithstanding; provided, however, that if the Owner Trustee and the Indenture Trustee remove any such additional trustee which has been appointed at the request of the Holders pursuant to subsection (a) of this Section, then such parties shall appoint a successor or successors to such additional trustee so removed unless the Holders of a majority in aggregate principal amount of the Outstanding Bonds of all series, considered as one class, shall have agreed in writing that no such successor or successors need be appointed. In the event that the Owner Trustee shall not have joined in the execution of any such instrument within ten days after the receipt of a written request from the Indenture Trustee to do so, the Indenture Trustee shall have power to remove any such additional trustee and to appoint a successor additional trustee without the concurrence of the Owner Trustee, the latter hereby appointing the Indenture Trustee its agent and attorney to act for it in such connection in such contingency. In the event that the Indenture Trustee alone shall have appointed an additional trustee or trustees as above provided, it may at any time, by an instrument in writing, remove any such additional trustee or trustees, the successor to any such additional trustee so removed to be appointed by the Owner Trustee and the Indenture Trustee, or by the Indenture Trustee alone, as hereinbefore in this Section provided." (i) Article Nine is deleted and the following inserted in lieu thereof: "ARTICLE NINE [Reserved]" (j) Article Ten is amended as follows: (1) Section 10.01 is amended in the following respects: (A) the text preceding subparagraphs (a) through (l) is amended to delete the text "the Lessee,"; (B) subparagraph (b) is deleted and the following inserted in lieu thereof: "(b) to evidence the succession of another bank or trust company to the Owner Trustee, and the assumption by any such successor of the covenants of the Owner Trustee herein and in the Bonds contained, or to evidence the appointment of a co-trustee pursuant to the terms of the Trust Agreement;" (C) subparagraph (e) is deleted and the following inserted in lieu thereof: "(e) to add to the covenants of the Owner Trustee for the benefit of the Holders or to evidence the surrender of any right or power herein conferred upon the Owner Trustee;" (D) subparagraph (g) is deleted and the following inserted in lieu thereof: "(g) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to qualify or continue the qualification of this Indenture (including any Series Supplemental Indenture) under the Trust Indenture Act, or under any similar federal statute hereafter enacted, or to add to this Indenture such other provisions as may be expressly permitted by the Trust Indenture Act;" (2) Section 10.02 is amended in the following respects: (A) Paragraph (a) is amended by deleting from the phrase "the Owner Trustee and the Lessee may" in the text preceding the first proviso the words "and the Lessee"; and (B) the text ", or reduce the requirements of Section 12.04 for quorum or voting" at the end of subparagraph (a)(3) is deleted. (3) Section 10.08 is deleted and the following inserted in lieu thereof: "Section 10.08. [Reserved]" (4) Section 10.09 is amended by deleting (A) the references in the first sentence thereof to, respectively, "or the Lessee" and "and the Lessee", and (B) the reference in the second sentence thereof to "or the Lessee", together with the text ", the Lessee". (k) Article Eleven is amended as follows: (1) Paragraph (e) of Section 11.01 is deleted and the following inserted in lieu thereof: "(e) Notwithstanding the satisfaction and discharge of any Bonds as hereinabove provided, the respective obligations of the Owner Trustee and the Indenture Trustee in respect of such Bonds under Sections 2.09, 2.10, 4.03 and 8.07 and this Article shall survive. In addition, the obligations of the Owner Trustee under Section 8.07 shall survive the earlier resignation or removal of the Indenture Trustee." (2) Paragraph (c) of Section 11.02 is deleted and the following inserted in lieu thereof: "(c) Notwithstanding the satisfaction and discharge of any Bonds as hereinabove provided, the respective obligations of the Owner Trustee and the Indenture Trustee in respect of such Bonds under Sections 2.09, 2.10, 4.03 and 8.07 and this Article shall survive." (l) Article Twelve is deleted and the following inserted in lieu thereof: "ARTICLE TWELVE [Reserved]" (m) Appendix A to the Indenture is hereby amended as set forth in Schedule A-1 attached hereto. ARTICLE TWO Terms Of The 1997 Bonds 2. 2.01 The 1997 Bonds. (a) There is hereby created and established a separate series of Additional Bonds designated, "Waterford 3 Secured Lease Obligation Bonds, 8.09% Series C due 2017" (the "1997 Bonds"). The 1997 Bonds shall be issued in the aggregate principal amount, shall bear interest at the rate per annum and shall have the final maturity set forth below: Original Principal Interest Final Amount Rate Maturity ---------- -------- -------- 1997 Bonds $046,632,000 8.09% January 2, 2017 The 1997 Bonds shall be substantially in the form of Exhibit A hereto. (b) Each 1997 Bond shall bear interest on the principal amount thereof from time to time outstanding from the Issue Date designated thereon until paid in full at the rate of interest set forth therein, which interest shall be payable on January 2, 1998 and on each January 2 and July 2 thereafter to and including the final maturity date thereof, unless paid in full prior to such date as provided herein and in such 1997 Bond. (c) The original principal amount of each 1997 Bond shall be payable in installments on the dates and in the amounts set forth in Schedule 1 attached thereto, as such Schedule may be adjusted from time to time in accordance with the provisions of the Indenture and of such 1997 Bond. Installments of principal of and premium, if any, and interest on each 1997 Bond shall be due and payable on the payment dates specified in Schedule 1 attached thereto. (d) Each 1997 Bond shall be subject to redemption as set forth in such 1997 Bond. There shall not be a Sinking Fund for the 1997 Bonds. ARTICLE THREE Miscellaneous 3. 3.01 Execution as Supplemental Indenture. This Supplemental Indenture No. 2 is executed and shall be construed as an indenture supplemental to the Indenture and, as provided in the Original Indenture, this Supplemental Indenture No. 2 forms a part thereof. 3.02 Counterpart Execution. This Supplemental Indenture No. 2 may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 3.03 Concerning the Owner Trustee. Anything herein to the contrary notwithstanding, all and each of the agreements and obligations herein made or undertaken on the part of the Owner Trustee are made or undertaken not as personal agreements by the Owner Trustee in its individual capacity for the purpose or with the intention of binding it personally, but are made or undertaken solely for the purpose of binding only the Trust Estate, and this Supplemental Indenture No. 2 is executed and delivered by the Owner Trustee in its individual capacity solely in the exercise of the powers expressly conferred upon it as trustee under the Trust Agreement; and no personal liability or responsibility is assumed hereunder by or shall at any time be enforceable against the Owner Trustee or any successor in trust or the Owner Participant on account of any agreements hereunder of the Owner Trustee, either express or implied, all such personal liability, if any, being expressly waived by the Indenture Trustee and the Holders and by all Persons claiming by, through or under the Indenture Trustee and the Holders; provided, however, that the Owner Trustee, in its individual capacity, shall be liable hereunder for its own gross negligence or willful misconduct. If a successor owner trustee is appointed in accordance with the terms of the Trust Agreement, such successor owner trustee shall,without any further act, succeed to all the rights, duties, immunities and obligations of the Owner Trustee hereunder, and its predecessor owner trustee and the Owner Trustee in its individual capacity shall be released from all further duties and obligations hereunder, without prejudice to any claims against the Owner Trustee in its individual capacity or the Owner Trustee for any default by the Owner Trustee in its individual capacity or the Owner Trustee, respectively, in the performance of its obligations hereunder prior to such appointment. In Witness Whereof, the parties hereto have caused this Supplemental Indenture No. 2 to be duly executed by their respective officers thereunto authorized, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. Attest: First National Bank of Commerce, not in its individual capacity, except as otherwise expressly provided in the Indenture, but solely as Owner Trustee - ----------------------------- [Seal] By: ---------------------------- Name: Title: Attest: Bankers Trust Company, as Corporate Indenture Trustee - ------------------------------ [Seal] By: ---------------------------- Name: Title: -------------------------------- Stanley Burg, as Individual Indenture Trustee ACKNOWLEDGMENT State Of ) ) ss.: County Of ) On this ___ day of _________, 1997, before me, the undersigned Notary Public, duly commissioned and qualified within the State and County aforesaid, and in the presence of the undersigned competent witnesses, personally came and appeared ____________, to me personally known, who being by me duly sworn did say that ____ is a ________________________________ of First National Bank of Commerce, a national banking association, the Owner Trustee referred to in the foregoing instrument, that the seal affixed to the foregoing instrument is the seal of said national banking association, that said instrument was signed and sealed on behalf of said association by authority of its Board of Directors and that ____ acknowledged said instrument to be the free act and deed of said national banking association. -------------------------------- [signature of appearer] WITNESSES: - ----------------------------- - ----------------------------- -------------------------------- Notary Public My Commission Expires: - ----------------------------- ACKNOWLEDGMENT State Of ) ) ss.: County Of ) On this ___ day of _________, 1997, before me, the undersigned Notary Public, duly commissioned and qualified within the State and County aforesaid, and in the presence of the undersigned competent witnesses, personally came and appeared ___________, to me personally known, who being by me duly sworn did say that _____ is a ______________ of Bankers Trust Company, a New York banking corporation, Corporate Indenture Trustee under the foregoing instrument, that the seal affixed to the foregoing instrument is the seal of said corporation, that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors and that _____ acknowledged said instrument to be the free act and deed of said corporation. -------------------------------- [signature of appearer] WITNESSES: - ----------------------------- - ----------------------------- -------------------------------- Notary Public My Commission Expires: - ----------------------------- ACKNOWLEDGMENT State Of ) ) ss.: County Of ) On this ___ day of _________, 1997, before me, the undersigned Notary Public, duly commissioned and qualified within the State and County aforesaid, and in the presence of the undersigned competent witnesses, personally came and appeared Stanley Burg to me personally known, who being by me duly sworn did say that he is the Individual Indenture Trustee under the foregoing instrument and that in his capacity as such he executed the foregoing instrument. -------------------------------- [signature of appearer] WITNESSES: - ----------------------------- - ----------------------------- -------------------------------- Notary Public My Commission Expires: - ----------------------------- EXHIBIT A TO SUPPLEMENTAL INDENTURE NO. 2 FORM OF 1997 BOND THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR OFFERED FOR SALE IN VIOLATION OF SUCH ACT OR OTHERWISE EXCEPT IN COMPLIANCE WITH SECTION 2.08 OF THE INDENTURE WATERFORD 3 SECURED LEASE OBLIGATION BOND, 8.09% SERIES C DUE 2017 (DUE JANUARY 2, 2017) Issue Date: ________ No. R-__ FOR VALUE RECEIVED, FIRST NATIONAL BANK OF COMMERCE, not in its individual capacity, but solely as trustee ("Owner Trustee") under Trust Agreement No. 3, dated as of September 1, 1989, with ESSL 2, Inc. (the "Owner Participant"), hereby promises to pay to _______________________, or registered assigns, the principal sum of _________________________________ DOLLARS ($________), such payment to be made in the amounts and on the dates specified in Schedule 1 hereto, as such Schedule 1 may be revised in accordance herewith, and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) on the aggregate amount of such principal sum remaining unpaid from time to time from the date of issuance of this Bond until due and payable, semiannually in arrears on January 2 and July 2 in each year, commencing January 2, 1998, at the rate of 8.09% per annum, until the principal amount hereof is paid in full. Capitalized terms used in this Bond and not defined herein have the respective meanings ascribed thereto in Supplemental Indenture No. 2 to the Original Indenture (as hereinafter defined). In the event that any payment to be made hereunder is stated to be due on a day that is not a Business Day, then such payment shall be due and payable on the next succeeding Business Day with the same force and effect as if made on the date on which such payment was stated to be due, and no interest in respect of such payment shall accrue for the period from and after such stated due date. All payments of principal, premium, if any, and interest to be made by the Owner Trustee hereon and under the Indenture of Trust and Deed of Mortgage No. 3, dated as of September 1, 1989 (the "Original Indenture"), as supplemented by Supplemental Indenture No. 1, dated as of September 1, 1989, and Supplemental Indenture No. 2, dated as of July 1, 1997 (the Original Indenture as so supplemented, and as it may be further amended or supplemented from time to time in accordance with the provisions thereof, being hereinafter referred to as the "Indenture"), between the Owner Trustee and Bankers Trust Company and Stanley Burg, as Corporate and Individual Indenture Trustee, respectively (together, the "Indenture Trustee"), shall be made only from the Indenture Estate or the income and proceeds received by the Indenture Trustee therefrom, and the Indenture Trustee shall have no obligation for the payment thereof except to the extent that the Indenture Trustee shall have sufficient income or proceeds from the Indenture Estate to make such payments in accordance with the terms of Article Three of the Indenture. The Holder hereof, by its acceptance of this Bond, shall be deemed to have agreed that such Holder will look solely to the Indenture Estate and the income and proceeds from the Indenture Estate to the extent available for distribution to the Holder hereof as above provided, and that neither the Owner Participant nor, except as otherwise expressly provided in the Indenture, the Owner Trustee nor the Indenture Trustee is or shall be personally liable to the Holder hereof for any amounts payable under this Bond or for any performance to be rendered under the Indenture or any other Transaction Document or for any liability thereunder; provided, however, that in the event that the Lessee, or the Lessee and an Affiliate thereof, shall have assumed all the obligations of the Owner Trustee hereunder and under the Indenture in accordance with Section 2.16 of the Indenture, the Holder hereof, by its acceptance hereof, is deemed further to have agreed that all payments to be made hereunder and otherwise under the Indenture shall be made by the Lessee (or the Lessee and such Affiliate, as the case may be) and from the Indenture Estate, and in such event the Holder hereof will look solely to the Indenture Estate and the Lessee (and, if applicable, such Affiliate) for such payment. All principal, premium, if any, and interest in respect of this Bond shall be payable in immediately available funds in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts upon presentation of this Bond at the Corporate Trust Office or as otherwise contemplated by and in accordance with Section 2.11 of the Indenture. In the manner and to the extent provided in Section 2.17 of the Indenture, Schedule 1 hereto may be adjusted at the discretion of the Owner Trustee in connection with certain recalculations of Basic Rent pursuant to the Facility Lease. In the event of any partial redemption of this Bond (the installment payments of principal in accordance with Schedule 1 hereto not being considered for such purpose a redemption), the installment payments of principal on this Bond thereafter shall be adjusted in the manner provided in Section 6.03(b) of the Indenture. The Holder hereof, by its acceptance of this Bond, agrees that each payment received by it hereunder shall be applied in the manner provided in Section 3.08 of the Indenture. The Holder of this Bond, by its acceptance hereof, further agrees that it will duly note by appropriate means all payments made to it of principal of, premium, if any, and interest on this Bond, and that it will not in any event transfer or otherwise dispose of this Bond unless and until all such notations have been duly made and the other requirements of the Indenture have been complied with. This Bond is one of the Bonds referred to in the Indenture. The Indenture permits the issuance of additional series of Bonds, and the several series may be for varying aggregate principal amounts and may have different maturity dates, interest rates, redemption provisions and other terms. The properties of the Owner Trustee included in the Indenture Estate are pledged to the Indenture Trustee to the extent provided in the Indenture as security for the payment of the principal of and premium, if any, and interest on this Bond and all other Bonds issued and outstanding from time to time under the Indenture. Reference is hereby made to the Indenture for a complete statement of the rights of the Holders of, and the nature and extent of the security for, this Bond and of the rights of, and the nature and extent of the security for, the Holders of the other Bonds and of certain rights of the Owner Trustee, as well as for a statement of the terms and conditions of the trust created by the Indenture, to all of which terms and conditions the Holder hereof agrees by its acceptance of this Bond. This Bond is subject to purchase by the Owner Trustee at a price equal to 100% of the unpaid principal amount hereof plus accrued and unpaid interest hereon as provided in Section 7.16 of the Indenture. This Bond is also subject to redemption in full, at 100% of the unpaid principal amount hereof plus accrued interest to the date fixed for redemption, in the event of the termination of the Facility Lease pursuant to Section 13(f) or (g) or Section 14 thereof, or Section 16(d)(5) of the Participation Agreement, subject, however, except in the case of a termination pursuant to Section 14 of the Facility Lease, to the right of the Lessee (or the Lessee and an Affiliate thereof, as the case may be) to assume this Bond in accordance with Section 2.16 of the Indenture (in which event there shall be no redemption of this Bond as a consequence of such termination). In addition, this Bond may be redeemed, in whole or in part, at any time at the redemption price of 100% of the unpaid principal amount of this Bond to be so redeemed, together with interest accrued to the date fixed for redemption, plus the Lessor Bond Make-Whole Premium, if any. "Lessor Bond Make-Whole Premium" shall mean an amount equal to the "Make-Whole Premium" due on such redemption date on the Refunding Collateral Bonds (as defined in the Indenture) of the series correlative to this Bond which are to be redeemed in an unpaid principal amount equal to the unpaid principal to be so redeemed on this Bond. If an Indenture Event of Default shall occur and be continuing, the unpaid balance of the principal of this Bond and any other Bonds, together with all accrued but unpaid interest hereon and thereon, may, subject to certain rights of the Owner Trustee and the Owner Participant contained or referred to in the Indenture, be declared or may become due and payable in the manner and with the effect provided in the Indenture. The obligation of the Owner Trustee to pay the principal of and premium, if any, and interest on this Bond, and the lien of the Indenture or the Indenture Estate, is subject to being legally discharged prior to the maturity of this Bond upon the deposit with the Indenture Trustee of cash or certain securities sufficient to pay this Bond when due in accordance with the terms of the Indenture. There shall be maintained at the Corporate Trust Office a register for the purpose of registering transfers and exchanges of this and the other Bonds in the manner provided in the Indenture. Subject to the legend at the head of this Bond and satisfaction of the conditions and limitations provided in Section 2.09 of the Indenture, this Bond is transferable upon surrender hereof for registration of transfer at the Corporate Trust Office. The Owner Trustee and the Indenture Trustee shall treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving all payments of the principal of and premium, if any, and interest on this Bond and for all other purposes whatsoever, and neither the Owner Trustee nor the Indenture Trustee shall be affected by notice to the contrary. This Bond shall be governed by, and construed in accordance with, the law of the State of New York. IN WITNESS WHEREOF, the Owner Trustee has caused this Bond to be duly executed as of the date hereof. Attest: FIRST NATIONAL BANK OF COMMERCE, not in its individual capacity but solely as Owner Trustee By: _____________________________ ------------------------------ [SEAL] Authorized Officer This Bond is one of the Waterford 3 Secured Lease Obligation Bonds, 8.09% Series C Due 2017 referred to in the within-mentioned Indenture. BANKERS TRUST COMPANY, as Corporate Indenture Trustee Dated:__________________ By:________________________________ Title: SCHEDULE 1 TO EXHIBIT A SCHEDULE OF PRINCIPAL AMORTIZATION Payment Principal Amount Principal Date Payable Balance --------------- ---------------- ---------- January 2, 1999 3,824,485 42,807,515 January 2, 2000 3,116,397 39,691,118 January 2, 2001 3,116,397 36,574,721 January 2, 2002 3,116,397 33,458,324 January 2, 2003 5,041,869 28,416,455 January 2, 2004 2,498,738 25,917,717 January 2, 2005 95,160 25,822,557 January 2, 2006 389,111 25,433,446 January 2, 2007 434,161 24,999,285 January 2, 2008 794,560 24,204,725 January 2, 2009 1,582,935 22,621,790 January 2, 2010 2,471,176 20,150,614 January 2, 2011 3,407,468 16,743,146 January 2, 2012 2,050,373 14,692,773 January 2, 2013 1,411,340 13,281,433 January 2, 2014 2,577,416 10,704,017 January 2, 2015 2,202,742 8,501,275 January 2, 2016 220,181 8,281,094 January 2, 2017 8,281,094 0 EXHIBIT B to Supplemental Indenture No. 2 Reference is made to Indenture of Mortgage and Deed of Trust No. 3, dated as of September 1, 1989 (the "Original Indenture"), as supplemented by Supplemental Indenture No. 1, dated as of September 1, 1989 ("Supplemental Indenture No. 1"; the Original Indenture, as supplemented by Supplemental Indenture No. 1, and as it may be further supplemented or amended from time to time by all other supplemental indentures thereto being hereinafter referred to as the "Indenture"), among First National Bank of Commerce, as Owner Trustee (such term and all other capitalized terms used herein and not defined herein having the respective meanings specified in Appendix A to the Indenture as modified by Schedule A-1 thereto), and Entergy Louisiana, Inc., as Lessee. Pursuant to Sections 8.10 and 8.11 of the Original Indenture and effective as of June , 1997: 1. First Trust of New York, National Association, as Corporate Indenture Trustee, and Patrick Crowley, as Individual Indenture Trustee, hereby resign as Corporate Indenture Trustee and Individual Indenture Trustee, respectively, under the Indenture; and 2. Bankers Trust Company and Stanley Burg hereby accept their appointment as successor Corporate Indenture Trustee and successor Individual Indenture Trustee, respectively, under the Indenture. The Owner Trustee and the Lessee hereby acknowledge and accept such resignation and appointment. The parties hereto may execute this instrument in separate counterparts. First Trust of New York, National Association, as Corporate Indenture Trustee By: ------------------------------ Name: Title: Patrick J. Crowley, as Individual Indenture Trustee By: ------------------------------ Name: Title: Bankers Trust Company, as successor Corporate Indenture Trustee By: ------------------------------ Name: Title: Stanley Burg, as successor Individual Indenture Trustee By: ------------------------------ Name: Title: First National Bank of Commerce, as Owner Trustee By: ------------------------------ Name: Title: Entergy Louisiana, Inc., as Lessee By: ------------------------------ Name: Title: EXHIBIT C TO SUPPLEMENTAL INDENTURE NO. 2 [Schedule A-1 to Appendix A (Definitions)] CERTAIN RIGHTS OF THE LESSOR UNDER THE FACILITY LEASE AS SUPPLEMENTED BY THIS LEASE SUPPLEMENT NO. 1 HAVE BEEN ASSIGNED TO, AND ARE SUBJECT TO A SECURITY INTEREST IN FAVOR OF, THE INDENTURE TRUSTEE UNDER INDENTURE OF MORTGAGE AND DEED OF TRUST NO. 3, DATED AS OF SEPTEMBER 1, 1989, AS SUPPLEMENTED. THIS LEASE SUPPLEMENT NO. 1 HAS BEEN EXECUTED IN SEVERAL COUNTERPARTS. SEE SECTION 3(c) OF THIS LEASE SUPPLEMENT NO. 1 FOR INFORMATION CONCERNING THE RIGHTS OF HOLDERS OF VARIOUS COUNTERPARTS HEREOF. THIS COUNTERPART IS NOT THE ORIGINAL COUNTERPART. LEASE SUPPLEMENT NO. 1 dated as of July 1, 1997 to FACILITY LEASE NO. 3 dated as of September 1, 1989 between FIRST NATIONAL BANK OF COMMERCE, not in its individual capacity, but solely as Owner Trustee under Trust Agreement No. 3, dated as of September 1, 1989, with the Owner Participant, Lessor and ENTERGY LOUISIANA, INC. (formerly Louisiana Power & Light Company), Lessee Original Facility Lease Recorded on [September 28, 1989] at __________ CERTAIN RIGHTS OF THE LESSOR UNDER THE FACILITY LEASE AS SUPPLEMENTED BY THIS LEASE SUPPLEMENT NO. 1 HAVE BEEN ASSIGNED TO, AND ARE SUBJECT TO A SECURITY INTEREST IN FAVOR OF, THE INDENTURE TRUSTEE UNDER INDENTURE OF MORTGAGE AND DEED OF TRUST NO. 3, DATED AS OF SEPTEMBER 1, 1989, AS SUPPLEMENTED. THIS LEASE SUPPLEMENT NO. 1 HAS BEEN EXECUTED IN SEVERAL COUNTERPARTS. SEE SECTION 3(c) OF THIS LEASE SUPPLEMENT NO. 1 FOR INFORMATION CONCERNING THE RIGHTS OF HOLDERS OF VARIOUS COUNTERPARTS HEREOF. THIS COUNTERPART IS THE ORIGINAL COUNTERPART. INDENTURE TRUSTEE'S RECEIPT Receipt of this Original Counterpart is acknowledged. BANKERS TRUST COMPANY Indenture Trustee as Aforesaid By Authorized Officer LEASE SUPPLEMENT NO. 1 dated as of July 1, 1997 to FACILITY LEASE NO. 3 dated as of September 1, 1989 between FIRST NATIONAL BANK OF COMMERCE, not in its individual capacity, but solely as Owner Trustee under Trust Agreement No. 3, dated as of September 1, 1989, with the Owner Participant, Lessor and ENTERGY LOUISIANA, INC. (formerly Louisiana Power & Light Company), Lessee Original Facility Lease Recorded on [September 28, 1989] at _________________ This LEASE SUPPLEMENT NO. 1, dated as of July 1, 1997 ("Lease Supplement No. 1"), to FACILITY LEASE NO. 3, dated as of September 1, 1989 (the "Facility Lease"), between FIRST NATIONAL BANK OF COMMERCE, a national banking association, not in its individual capacity but solely as Corporate Owner Trustee (the "Lessor"), under the Trust Agreement (such term, and all other capitalized terms used herein without definition, being defined as provided in Section 1 below), and ENTERGY LOUISIANA, INC. (formerly Louisiana Power & Light Company), a Louisiana corporation (the "Lessee"), W I T N E S S E T H: WHEREAS, the Lessee and the Lessor have heretofore entered into the Facility Lease providing for the lease by the Lessor to the Lessee of the Undivided Interest; and WHEREAS, the Lessee, the Lessor, the Owner Participant, Funding Corporation, the Collateral Trust Trustee and the Indenture Trustee have entered into a Refunding Agreement No. 3, dated as of July 1, 1997, providing for the issuance by the Owner Trustee of Additional Bonds, including Refunding Bonds ("Lessor Bonds") to refund the Outstanding Initial Series Bonds and to pay certain other costs incurred in connection therewith; and WHEREAS, the Owner Trustee and the Indenture Trustee have entered into Supplemental Indenture No. 2, dated as of July 1, 1997, to the Lease Indenture creating the "Lessor Bonds" for such purpose and establishing the terms, conditions and designations of such Lessor Bonds; and WHEREAS, Section 3(e) of the Facility Lease provides for an adjustment to Basic Rent and to the Value Schedules in order to preserve the Net Economic Return in the event, among other things, of the issuance of the Lessor Bonds; NOW, THEREFORE, in consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. For purposes hereof, capitalized terms used herein and not otherwise defined herein or in the recitals shall have the meanings assigned to such terms in Appendix A to the Facility Lease. 2. Amendments; Schedules. (a) Section 3(d)(ii) of the Facility Lease is hereby amended by replacing the words "sinking fund" with "payment". (b) Section 3(e)(ii) of the Facility Lease is hereby amended by adding thereto after the words "Participation Agreement" the following: or if the expenses paid by the Lessor in connection with the issuance of any Additional Bonds or Collateral Bonds are not equal to the amounts set forth in the Pricing Assumptions (c) Section 13(g) of the Facility Lease is hereby amended by adding, after the second sentence thereof, the following sentence: For purposes of the preceding sentence, Casualty Value shall be determined in accordance with Schedule 2 to this Facility Lease as in effect on the date of the original execution and delivery hereof, without regard to the changes to such Schedule effected by Lease Supplement No. 1 hereto. (d) Section 22 of the Facility Lease is hereby amended by adding a new paragraph (k) thereto as follows: (k) Personal Property. The Lessee and the Lessor agree for purposes of this Facility Lease that it is their intent that, to the extent permitted by Applicable Law, the Undivided Interest and every part thereof shall be considered as personal and not real property. (e) As of the date first written above and until and unless further amended, Schedules 1 through 5 of the Facility Lease are hereby amended as follows: (i) Schedule 1 to the Facility Lease entitled "Basic Rent Percentages" is deleted in its entirety and is hereby replaced with Schedule 1 hereto. (ii) Schedule 2 to the Facility Lease entitled "Schedule of Casualty Values" is deleted in its entirety and is hereby replaced with Schedule 2 hereto, except that solely for purposes of Section 13(g) of the Facility Lease, Schedule 2 shall remain unchanged. (iii) Schedule 3 to the Facility Lease entitled "Schedule of Special Casualty Values" is deleted in its entirety and is hereby replaced with Schedule 3 hereto. (iv) Schedule 4 to the Facility Lease entitled "Schedule of Net Casualty Values" is deleted in its entirety and is hereby replaced with Schedule 4 hereto. (v) Schedule 5 to the Facility Lease entitled "Schedule of Net Special Casualty Values" is deleted in its entirety and is hereby replaced with Schedule 5 hereto. (f) Schedule U3S to the Facility Lease is attached hereto. (g) Appendix A to the Facility Lease is hereby amended as set forth in Schedule A-1 to Appendix A attached hereto. 3. Miscellaneous. (a) Counterpart Execution. This Lease Supplement No. 1 may be executed in any number of counterparts and by each of the parties hereto or thereto on separate counterparts, all such counterparts together constituting but one and the same instrument. (b) Execution as Lease Supplement. This Lease Supplement No. 1 is executed and shall be construed as a supplement and amendment to the Facility Lease and shall form a part thereof. On and from the delivery of this Lease Supplement No. 1, any reference in any Transaction Document to the Facility Lease shall be deemed to refer to the Facility Lease as supplemented and amended by this Lease Supplement No. 1. (c) Original Counterpart. The single executed original of this Lease Supplement No. 1 marked "THIS COUNTERPART IS THE ORIGINAL COUNTERPART" and containing the receipt of the Indenture Trustee thereon shall be the "Original" of this Lease Supplement No. 1. To the extent that the Facility Lease, as supplemented by this Lease Supplement No. 1, constitutes chattel paper, as such term is defined in the Uniform Commercial Code as in effect in any applicable jurisdiction, no security interest in the Facility Lease, as so supplemented, may be created or continued through the transfer or possession of any counterparts of the Facility Lease and supplements thereto other than the "Originals" of any thereof. (d) Concerning the Lessor. FNBC is entering into this Lease Supplement No. 1 solely as Owner Trustee under the Trust Agreement and not in its individual capacity. Notwithstanding anything herein to the contrary, all and each of the agreements and obligations herein made or undertaken on the part of the Lessor are made or undertaken not as personal agreements of FNBC, but are made and undertaken solely for the purpose of binding the Trust Estate, and nothing contained in this Lease Supplement No. 1 shall entitle any person to claim against FNBC in its individual capacity or any of its assets. IN WITNESS WHEREOF, each of the parties hereto has caused this Lease Supplement No. 1 to be duly executed by an officer thereunto duly authorized, as of the date set forth above. FIRST NATIONAL BANK OF COMMERCE, not in its individual capacity but solely as Owner Trustee ATTEST: By: ------------------------------ - ---------------------------- Name: [SEAL] Title: Vice President ENTERGY LOUISIANA, INC. ATTEST: - ---------------------------- By: [SEAL] ------------------------------ Name: Title: ACKNOWLEDGMENT STATE OF LOUISIANA ) ) ss.: PARISH OF ________________ ) On this ______ day of _______________, 199__, before me, the undersigned Notary Public, duly commissioned and qualified within the State and Parish aforesaid, and in the presence of the undersigned competent witnesses, personally came and appeared ________________________, to me personally known, who being by me duly sworn did say that [he] is a Vice President and Trust Officer of FIRST NATIONAL BANK OF COMMERCE, a national banking association, Owner Trustee under the Trust Agreement, and that the seal affixed to the foregoing instrument is the seal of said national banking association and that said instrument was signed and sealed on behalf of said national banking association by authority of its Board of Directors and that [he] acknowledged said instrument to be the free act and deed of said national banking association. -------------------------- [signature of appearer] WITNESSES: - ---------------------------- - ---------------------------- -------------------------- Notary Public My Commission Expires: - ---------------------------- ACKNOWLEDGMENT STATE OF LOUISIANA ) ) ss.: PARISH OF ________________ ) On this ______ day of _______________, 199__, before me, the undersigned Notary Public, duly commissioned and qualified within the State and Parish aforesaid, and in the presence of the undersigned competent witnesses, personally came and appeared ________________________, to me personally known, who being by me duly sworn did say that [he] is the _______________ of ENTERGY LOUISIANA, INC., a Louisiana corporation, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors and that [he] acknowledged said instrument to be the free act and deed of said corporation. -------------------------- [signature of appearer] WITNESSES: - ---------------------------- - ---------------------------- -------------------------- Notary Public My Commission Expires: - ----------------------------
SCHEDULE 1 TO LEASE BASIC RENT PERCENTAGES Basic Rent Percentage of Payment Facility Cost Advance Arrears Date 2 Jul 1990 .00000000% .00000000% .00000000% 2 Jan 1991 4.60463162% .00000000% 100.00000000% 2 Jul 1991 4.60733209% .03137885% 99.96862115% 2 Jan 1992 4.60340858% 100.00000000% .00000000% 2 Jul 1992 4.60713993% .03204266% 99.96795734% 2 Jan 1993 4.60694776% 100.00000000% .00000000% 2 Jul 1993 4.60302425% .02021059% 99.97978941% 2 Jan 1994 4.60675560% 100.00000000% .00000000% 2 Jul 1994 4.60283209% .00000000% 100.00000000% 2 Jan 1995 4.60842910% 100.00000000% .00000000% 2 Jul 1995 4.60254384% .00988503% 99.99011497% 2 Jan 1996 5.38239459% 100.00000000% .00000000% 2 Jul 1996 4.56238153% .00397352% 99.99602648% 2 Jan 1997 6.81051586% 100.00000000% .00000000% 2 Jul 1997 4.44660261% .00000000% 100.00000000% 2 Jan 1998 3.22588750% 100.00000000% .00000000% 2 Jul 1998 3.51915000% .00000000% 100.00000000% 2 Jan 1999 10.65438321% 100.00000000% .00000000% 2 Jul 1999 3.23052982% .00000000% 100.00000000% 2 Jan 2000 9.04470332% 100.00000000% .00000000% 2 Jul 2000 2.99534650% .00000000% 100.00000000% 2 Jan 2001 8.80952001% 100.00000000% .00000000% 2 Jul 2001 2.76016318% .00000000% 100.00000000% 2 Jan 2002 8.57433669% 100.00000000% .00000000% 2 Jul 2002 2.52497986% .00000000% 100.00000000% 2 Jan 2003 13.33070561% 100.00000000% .00000000% 2 Jul 2003 3.54374180% .00000000% 100.00000000% 2 Jan 2004 7.02086493% 100.00000000% .00000000% 2 Jul 2004 1.95591726% .00000000% 100.00000000% 2 Jan 2005 2.15117846% 100.00000000% .00000000% 2 Jul 2005 1.96645976% .00000000% 100.00000000% 2 Jan 2006 2.93588327% 100.00000000% .00000000% 2 Jul 2006 2.18056509% .00000000% 100.00000000% 2 Jan 2007 3.02788039% 100.00000000% .00000000% 2 Jul 2007 2.18511395% .00000000% 100.00000000% 2 Jan 2008 3.96600947% 100.00000000% .00000000% 2 Jul 2008 2.42365882% .00000000% 100.00000000% 2 Jan 2009 6.02988083% 100.00000000% .00000000% 2 Jul 2009 2.95718546% .00000000% 100.00000000% 2 Jan 2010 7.56758844% 100.00000000% .00000000% 2 Jul 2010 2.77069466% .00000000% 100.00000000% 2 Jan 2011 10.21000063% 100.00000000% .00000000% 2 Jul 2011 3.59563481% .00000000% 100.00000000% 2 Jan 2012 7.42095757% 100.00000000% .00000000% 2 Jul 2012 3.44090050% .00000000% 100.00000000% 2 Jan 2013 4.86131095% 100.00000000% .00000000% 2 Jul 2013 2.12170516% .00000000% 100.00000000% 2 Jan 2014 7.59263053% 100.00000000% .00000000% 2 Jul 2014 2.58951024% .00000000% 100.00000000% 2 Jan 2015 6.69910352% 100.00000000% .00000000% 2 Jul 2015 2.42327719% .00000000% 100.00000000% 2 Jan 2016 2.83406264% 100.00000000% .00000000% 1 Jul 2016 2.40666092% .00000000% 100.00000000% 2 Jan 2017 16.11008359% 100.00000000% .00000000% 2 Jul 2017 12.17354308% .00000000% 100.00000000% SCHEDULE 2 TO LEASE SCHEDULE OF CASUALTY VALUES PART A Percentage of DATE Facility Cost 2 Oct 1989 104.22081231% 2 Nov 1989 105.31009994% 2 Dec 1989 106.40296316% 2 Jan 1990 107.46516811% 2 Feb 1990 108.58000321% 2 Mar 1990 109.69869878% 2 Apr 1990 110.81748958% 2 May 1990 111.90953701% 2 Jun 1990 113.00518962% 2 Jul 1990 114.07383988% 2 Aug 1990 115.24034803% 2 Sep 1990 116.41129283% 2 Oct 1990 117.55607600% 2 Nov 1990 118.70505261% 2 Dec 1990 119.85826929% 2 Jan 1991 120.83195885% 2 Feb 1991 117.35590806% 2 Mar 1991 118.48850037% 2 Apr 1991 119.61161436% 2 May 1991 120.71061229% 2 Jun 1991 121.81329040% 2 Jul 1991 122.89162362% 2 Aug 1991 119.36604151% 2 Sep 1991 120.45127857% 2 Oct 1991 121.51197546% 2 Nov 1991 122.57592368% 2 Dec 1991 123.64315932% 2 Jan 1992 124.68565289% 2 Feb 1992 121.12778504% 2 Mar 1992 122.17640672% 2 Apr 1992 123.21566978% 2 May 1992 124.24065850% 2 Jun 1992 125.26849773% 2 Jul 1992 126.28193444% 2 Aug 1992 122.69092010% 2 Sep 1992 123.70979672% 2 Oct 1992 124.71417021% 2 Nov 1992 125.72116287% 2 Dec 1992 126.73080370% 2 Jan 1993 128.52709893% 2 Feb 1993 124.92100352% 2 Mar 1993 125.92443495% 2 Apr 1993 126.92518994% 2 May 1993 127.91172333% 2 Jun 1993 128.90067491% 2 Jul 1993 129.87527242% 2 Aug 1993 126.24912989% 2 Sep 1993 127.22832107% 2 Oct 1993 128.19304822% 2 Nov 1993 129.15994838% 2 Dec 1993 130.12904556% 2 Jan 1994 131.08356498% 2 Feb 1994 127.43335481% 2 Mar 1994 128.39198096% 2 Apr 1994 129.35063255% 2 May 1994 130.29577863% 2 Jun 1994 131.24287710% 2 Jul 1994 132.17634032% 2 Aug 1994 128.50879262% 2 Sep 1994 129.44591821% 2 Oct 1994 130.36929613% 2 Nov 1994 131.29438152% 2 Dec 1994 132.22119313% 2 Jan 1995 133.13414078% 2 Feb 1995 129.44020119% 2 Mar 1995 130.35629802% 2 Apr 1995 131.27401978% 2 May 1995 132.17908364% 2 Jun 1995 133.08564842% 2 Jul 1995 133.97942991% 2 Aug 1995 130.27204168% 2 Sep 1995 131.16858642% 2 Oct 1995 132.05223478% 2 Nov 1995 132.93714293% 2 Dec 1995 133.82332457% 2 Jan 1996 134.69649290% 2 Feb 1996 130.18171446% 2 Mar 1996 131.05048452% 2 Apr 1996 131.92042099% 2 May 1996 132.77917676% 2 Jun 1996 133.63898624% 2 Jul 1996 134.48750107% 2 Aug 1996 130.77457284% 2 Sep 1996 131.62497469% 2 Oct 1996 132.46397553% 2 Nov 1996 133.30380730% 2 Dec 1996 134.14447886% 2 Jan 1997 134.97363943% 2 Feb 1997 128.97370736% 2 Mar 1997 129.78501846% 2 Apr 1997 130.59706457% 2 May 1997 131.39490252% 2 Jun 1997 132.19332404% 2 Jul 1997 132.97738428% 2 Aug 1997 133.64375399% 2 Sep 1997 134.32326096% 2 Oct 1997 134.98880380% 2 Nov 1997 135.65517693% 2 Dec 1997 136.32238919% 2 Jan 1998 136.97549853% 2 Feb 1998 134.40341033% 2 Mar 1998 135.05790683% 2 Apr 1998 135.71310784% 2 May 1998 136.35389889% 2 Jun 1998 136.99524033% 2 Jul 1998 137.62201595% 2 Aug 1998 134.73003434% 2 Sep 1998 135.35759940% 2 Oct 1998 135.97044318% 2 Nov 1998 136.58352255% 2 Dec 1998 137.19683958% 2 Jan 1999 137.80838257% 2 Feb 1999 127.71765928% 2 Mar 1999 128.28153978% 2 Apr 1999 128.84564363% 2 May 1999 129.40997279% 2 Jun 1999 129.97452922% 2 Jul 1999 130.53931492% 2 Aug 1999 127.87380206% 2 Sep 1999 128.43905236% 2 Oct 1999 129.00453803% 2 Nov 1999 129.57026111% 2 Dec 1999 130.13622371% 2 Jan 2000 121.31073081% 2 Feb 2000 122.18497594% 2 Mar 2000 122.71247252% 2 Apr 2000 123.24021713% 2 May 2000 123.76821193% 2 Jun 2000 124.29645913% 2 Jul 2000 124.82496094% 2 Aug 2000 122.35837303% 2 Sep 2000 122.88739078% 2 Oct 2000 123.41666989% 2 Nov 2000 123.94621266% 2 Dec 2000 124.47602141% 2 Jan 2001 125.00609847% 2 Feb 2001 116.68772957% 2 Mar 2001 117.17915311% 2 Apr 2001 117.67085208% 2 May 2001 118.16282889% 2 Jun 2001 118.65508599% 2 Jul 2001 119.14762583% 2 Aug 2001 116.88028763% 2 Sep 2001 117.37340042% 2 Oct 2001 117.86680347% 2 Nov 2001 118.36049931% 2 Dec 2001 118.85449051% 2 Jan 2002 119.34877967% 2 Feb 2002 111.22983608% 2 Mar 2002 111.68553180% 2 Apr 2002 112.14153339% 2 May 2002 112.59784353% 2 Jun 2002 113.05446493% 2 Jul 2002 113.51140031% 2 Aug 2002 111.44367246% 2 Sep 2002 111.90124411% 2 Oct 2002 112.35913808% 2 Nov 2002 112.81735720% 2 Dec 2002 113.27590432% 2 Jan 2003 113.73478233% 2 Feb 2003 100.79987241% 2 Mar 2003 101.19600561% 2 Apr 2003 101.59247848% 2 May 2003 101.98929399% 2 Jun 2003 102.38645515% 2 Jul 2003 102.78615031% 2 Aug 2003 99.64027001% 2 Sep 2003 100.03848643% 2 Oct 2003 100.43706079% 2 Nov 2003 100.83599624% 2 Dec 2003 101.23529593% 2 Jan 2004 101.63935811% 2 Feb 2004 94.98710291% 2 Mar 2004 95.35608617% 2 Apr 2004 95.72544663% 2 May 2004 96.09518761% 2 Jun 2004 96.46531242% 2 Jul 2004 96.83582446% 2 Aug 2004 95.25080974% 2 Sep 2004 95.62210642% 2 Oct 2004 95.99380060% 2 Nov 2004 96.36589576% 2 Dec 2004 96.73839543% 2 Jan 2005 94.91123905% 2 Feb 2005 95.33224734% 2 Mar 2005 95.70478502% 2 Apr 2005 96.07774159% 2 May 2005 96.45112071% 2 Jun 2005 96.82492610% 2 Jul 2005 97.19916149% 2 Aug 2005 95.60737078% 2 Sep 2005 95.98247753% 2 Oct 2005 96.35802570% 2 Nov 2005 96.73401916% 2 Dec 2005 97.11046182% 2 Jan 2006 97.48735762% 2 Feb 2006 94.92393336% 2 Mar 2006 95.29685326% 2 Apr 2006 95.67023834% 2 May 2006 96.04409267% 2 Jun 2006 96.41842036% 2 Jul 2006 96.79322558% 2 Aug 2006 94.98794728% 2 Sep 2006 95.36372014% 2 Oct 2006 95.73998320% 2 Nov 2006 96.11674075% 2 Dec 2006 96.49399715% 2 Jan 2007 96.87175676% 2 Feb 2007 94.21668313% 2 Mar 2007 94.59000168% 2 Apr 2007 94.96383681% 2 May 2007 95.33819305% 2 Jun 2007 95.71307496% 2 Jul 2007 96.08848716% 2 Aug 2007 94.27932019% 2 Sep 2007 94.65580697% 2 Oct 2007 95.03283811% 2 Nov 2007 95.41041839% 2 Dec 2007 95.78855263% 2 Jan 2008 96.16724569% 2 Feb 2008 92.57049824% 2 Mar 2008 92.94032992% 2 Apr 2008 93.31073526% 2 May 2008 93.68171928% 2 Jun 2008 94.05328707% 2 Jul 2008 94.42544375% 2 Aug 2008 92.37453554% 2 Sep 2008 92.74788554% 2 Oct 2008 93.12184005% 2 Nov 2008 93.49640439% 2 Dec 2008 93.87158390% 2 Jan 2009 94.24738399% 2 Feb 2009 88.57401990% 2 Mar 2009 88.93116777% 2 Apr 2009 89.28895269% 2 May 2009 89.64738025% 2 Jun 2009 90.00645607% 2 Jul 2009 90.36618586% 2 Aug 2009 87.76938976% 2 Sep 2009 88.13044473% 2 Oct 2009 88.49217103% 2 Nov 2009 88.85457453% 2 Dec 2009 89.21766119% 2 Jan 2010 83.00368171% 2 Feb 2010 82.34723771% 2 Mar 2010 82.68132820% 2 Apr 2010 83.01612613% 2 May 2010 83.35163772% 2 Jun 2010 83.68786921% 2 Jul 2010 84.03304840% 2 Aug 2010 81.60004392% 2 Sep 2010 81.93847325% 2 Oct 2010 82.27764810% 2 Nov 2010 82.61757499% 2 Dec 2010 82.95826053% 2 Jan 2011 83.31624617% 2 Feb 2011 73.40561014% 2 Mar 2011 73.70575354% 2 Apr 2011 74.00668256% 2 May 2011 74.30840409% 2 Jun 2011 74.61092509% 2 Jul 2011 74.93576747% 2 Aug 2011 71.64427354% 2 Sep 2011 71.94923525% 2 Oct 2011 72.25502484% 2 Nov 2011 72.56164958% 2 Dec 2011 72.86911681% 2 Jan 2012 73.20398458% 2 Feb 2012 66.06641307% 2 Mar 2012 66.35066328% 2 Apr 2012 66.63578592% 2 May 2012 66.92178865% 2 Jun 2012 67.20867918% 2 Jul 2012 67.51554690% 2 Aug 2012 64.36333580% 2 Sep 2012 64.65293676% 2 Oct 2012 64.94345708% 2 Nov 2012 65.23490485% 2 Dec 2012 65.52728819% 2 Jan 2013 65.83214434% 2 Feb 2013 61.24736011% 2 Mar 2013 61.52484824% 2 Apr 2013 61.80330520% 2 May 2013 62.08273950% 2 Jun 2013 62.36315971% 2 Jul 2013 62.65610351% 2 Aug 2013 60.81681626% 2 Sep 2013 61.10024641% 2 Oct 2013 61.38469752% 2 Nov 2013 61.67017855% 2 Dec 2013 61.95669854% 2 Jan 2014 62.25579563% 2 Feb 2014 54.91937199% 2 Mar 2014 55.17664580% 2 Apr 2014 55.43499550% 2 May 2014 55.69443055% 2 Jun 2014 55.95496045% 2 Jul 2014 56.23151556% 2 Aug 2014 53.90475370% 2 Sep 2014 54.16862614% 2 Oct 2014 54.43363237% 2 Nov 2014 54.69978233% 2 Dec 2014 54.96708606% 2 Jan 2015 55.25390404% 2 Feb 2015 48.79673745% 2 Mar 2015 49.03985806% 2 Apr 2015 49.28417345% 2 May 2015 49.52969412% 2 Jun 2015 49.77643063% 2 Jul 2015 50.04274401% 2 Aug 2015 47.86866694% 2 Sep 2015 48.11911535% 2 Oct 2015 48.37082284% 2 Nov 2015 48.62380044% 2 Dec 2015 48.87805930% 2 Jan 2016 49.15196104% 2 Feb 2016 46.57198414% 2 Mar 2016 46.82738524% 2 Apr 2016 47.08411316% 2 May 2016 47.34217954% 2 Jun 2016 47.60159612% 2 Jul 2016 47.86237473% 2 Aug 2016 45.71786625% 2 Sep 2016 45.98140491% 2 Oct 2016 46.24634177% 2 Nov 2016 46.51268910% 2 Dec 2016 46.78045928% 2 Jan 2017 47.04966478% 2 Feb 2017 31.10613019% 2 Mar 2017 31.27408677% 2 Apr 2017 31.44351680% 2 May 2017 31.66241382% 2 Jun 2017 31.88334641% 2 Jul 2017 32.17360056% SCHEDULE 2 TO LEASE SCHEDULE OF CASUALTY VALUES PART B Percentage of DATE Facility Cost 2 Oct 1989 116.72730979% 2 Nov 1989 117.94731193% 2 Dec 1989 119.17131874% 2 Jan 1990 120.36098828% 2 Feb 1990 121.60960360% 2 Mar 1990 122.86254263% 2 Apr 1990 124.11558833% 2 May 1990 125.33868145% 2 Jun 1990 126.56581237% 2 Jul 1990 127.76270067% 2 Aug 1990 129.06918979% 2 Sep 1990 130.38064797% 2 Oct 1990 131.66280512% 2 Nov 1990 132.94965892% 2 Dec 1990 134.24126160% 2 Jan 1991 135.33179391% 2 Feb 1991 131.43861703% 2 Mar 1991 132.70712041% 2 Apr 1991 133.96500808% 2 May 1991 135.19588576% 2 Jun 1991 136.43088525% 2 Jul 1991 137.63861845% 2 Aug 1991 133.68996649% 2 Sep 1991 134.90543200% 2 Oct 1991 136.09341252% 2 Nov 1991 137.28503452% 2 Dec 1991 138.48033844% 2 Jan 1992 139.64793124% 2 Feb 1992 135.66311924% 2 Mar 1992 136.83757553% 2 Apr 1992 138.00155015% 2 May 1992 139.14953752% 2 Jun 1992 140.30071746% 2 Jul 1992 141.43576657% 2 Aug 1992 137.41383051% 2 Sep 1992 138.55497233% 2 Oct 1992 139.67987064% 2 Nov 1992 140.80770241% 2 Dec 1992 141.93850014% 2 Jan 1993 143.95035080% 2 Feb 1993 139.91152394% 2 Mar 1993 141.03536714% 2 Apr 1993 142.15621273% 2 May 1993 143.26113013% 2 Jun 1993 144.36875590% 2 Jul 1993 145.46030511% 2 Aug 1993 141.39902548% 2 Sep 1993 142.49571960% 2 Oct 1993 143.57621401% 2 Nov 1993 144.65914219% 2 Dec 1993 145.74453103% 2 Jan 1994 146.81359278% 2 Feb 1994 142.72535739% 2 Mar 1994 143.79901868% 2 Apr 1994 144.87270846% 2 May 1994 145.93127207% 2 Jun 1994 146.99202235% 2 Jul 1994 148.03750116% 2 Aug 1994 143.92984773% 2 Sep 1994 144.97942840% 2 Oct 1994 146.01361167% 2 Nov 1994 147.04970730% 2 Dec 1994 148.08773631% 2 Jan 1995 149.11023767% 2 Feb 1995 144.97302533% 2 Mar 1995 145.99905378% 2 Apr 1995 147.02690215% 2 May 1995 148.04057368% 2 Jun 1995 149.05592623% 2 Jul 1995 150.05696150% 2 Aug 1995 145.90468668% 2 Sep 1995 146.90881679% 2 Oct 1995 147.89850295% 2 Nov 1995 148.88960008% 2 Dec 1995 149.88212352% 2 Jan 1996 150.86007205% 2 Feb 1996 145.80352020% 2 Mar 1996 146.77654266% 2 Apr 1996 147.75087151% 2 May 1996 148.71267797% 2 Jun 1996 149.67566459% 2 Jul 1996 150.62600120% 2 Aug 1996 146.46752158% 2 Sep 1996 147.41997165% 2 Oct 1996 148.35965259% 2 Nov 1996 149.30026418% 2 Dec 1996 150.24181632% 2 Jan 1997 151.17047616% 2 Feb 1997 144.45055224% 2 Mar 1997 145.35922068% 2 Apr 1997 146.26871232% 2 May 1997 147.16229082% 2 Jun 1997 148.05652292% 2 Jul 1997 148.93467039% 2 Aug 1997 149.68100447% 2 Sep 1997 150.44205228% 2 Oct 1997 151.18746026% 2 Nov 1997 151.93379816% 2 Dec 1997 152.68107589% 2 Jan 1998 153.41255835% 2 Feb 1998 150.53181957% 2 Mar 1998 151.26485565% 2 Apr 1998 151.99868078% 2 May 1998 152.71636676% 2 Jun 1998 153.43466917% 2 Jul 1998 154.13665786% 2 Aug 1998 150.89763846% 2 Sep 1998 151.60051133% 2 Oct 1998 152.28689636% 2 Nov 1998 152.97354526% 2 Dec 1998 153.66046033% 2 Jan 1999 154.34538848% 2 Feb 1999 143.04377839% 2 Mar 1999 143.67532455% 2 Apr 1999 144.30712087% 2 May 1999 144.93916952% 2 Jun 1999 145.57147273% 2 Jul 1999 146.20403271% 2 Aug 1999 143.21865831% 2 Sep 1999 143.85173864% 2 Oct 1999 144.48508259% 2 Nov 1999 145.11869244% 2 Dec 1999 145.75257056% 2 Jan 2000 135.86801851% 2 Feb 2000 136.84717305% 2 Mar 2000 137.43796922% 2 Apr 2000 138.02904319% 2 May 2000 138.62039736% 2 Jun 2000 139.21203423% 2 Jul 2000 139.80395625% 2 Aug 2000 137.04137779% 2 Sep 2000 137.63387767% 2 Oct 2000 138.22667028% 2 Nov 2000 138.81975818% 2 Dec 2000 139.41314398% 2 Jan 2001 140.00683029% 2 Feb 2001 130.69025712% 2 Mar 2001 131.24065148% 2 Apr 2001 131.79135433% 2 May 2001 132.34236836% 2 Jun 2001 132.89369631% 2 Jul 2001 133.44534093% 2 Aug 2001 130.90592215% 2 Sep 2001 131.45820847% 2 Oct 2001 132.01081989% 2 Nov 2001 132.56375923% 2 Dec 2001 133.11702937% 2 Jan 2002 133.67063323% 2 Feb 2002 124.57741641% 2 Mar 2002 125.08779562% 2 Apr 2002 125.59851740% 2 May 2002 126.10958475% 2 Jun 2002 126.62100072% 2 Jul 2002 127.13276835% 2 Aug 2002 124.81691316% 2 Sep 2002 125.32939340% 2 Oct 2002 125.84223465% 2 Nov 2002 126.35544006% 2 Dec 2002 126.86901284% 2 Jan 2003 127.38295621% 2 Feb 2003 112.89585710% 2 Mar 2003 113.33952628% 2 Apr 2003 113.78357590% 2 May 2003 114.22800927% 2 Jun 2003 114.67282977% 2 Jul 2003 115.12048835% 2 Aug 2003 111.59710241% 2 Sep 2003 112.04310480% 2 Oct 2003 112.48950808% 2 Nov 2003 112.93631579% 2 Dec 2003 113.38353144% 2 Jan 2004 113.83608108% 2 Feb 2004 106.38555526% 2 Mar 2004 106.79881651% 2 Apr 2004 107.21250023% 2 May 2004 107.62661012% 2 Jun 2004 108.04114991% 2 Jul 2004 108.45612340% 2 Aug 2004 106.68090691% 2 Sep 2004 107.09675919% 2 Oct 2004 107.51305667% 2 Nov 2004 107.92980325% 2 Dec 2004 108.34700288% 2 Jan 2005 106.30058774% 2 Feb 2005 106.77211702% 2 Mar 2005 107.18935922% 2 Apr 2005 107.60707058% 2 May 2005 108.02525520% 2 Jun 2005 108.44391723% 2 Jul 2005 108.86306087% 2 Aug 2005 107.08025527% 2 Sep 2005 107.50037483% 2 Oct 2005 107.92098878% 2 Nov 2005 108.34210146% 2 Dec 2005 108.76371724% 2 Jan 2006 109.18584053% 2 Feb 2006 106.31480536% 2 Mar 2006 106.73247565% 2 Apr 2006 107.15066694% 2 May 2006 107.56938379% 2 Jun 2006 107.98863080% 2 Jul 2006 108.40841265% 2 Aug 2006 106.38650095% 2 Sep 2006 106.80736656% 2 Oct 2006 107.22878118% 2 Nov 2006 107.65074964% 2 Dec 2006 108.07327681% 2 Jan 2007 108.49636757% 2 Feb 2007 105.52268511% 2 Mar 2007 105.94080188% 2 Apr 2007 106.35949723% 2 May 2007 106.77877622% 2 Jun 2007 107.19864396% 2 Jul 2007 107.61910562% 2 Aug 2007 105.59283861% 2 Sep 2007 106.01450381% 2 Oct 2007 106.43677868% 2 Nov 2007 106.85966860% 2 Dec 2007 107.28317895% 2 Jan 2008 107.70731517% 2 Feb 2008 103.67895803% 2 Mar 2008 104.09316951% 2 Apr 2008 104.50802349% 2 May 2008 104.92352559% 2 Jun 2008 105.33968152% 2 Jul 2008 105.75649700% 2 Aug 2008 103.45947980% 2 Sep 2008 103.87763180% 2 Oct 2008 104.29646086% 2 Nov 2008 104.71597292% 2 Dec 2008 105.13617397% 2 Jan 2009 105.55707007% 2 Feb 2009 99.20290229% 2 Mar 2009 99.60290790% 2 Apr 2009 100.00362701% 2 May 2009 100.40506588% 2 Jun 2009 100.80723080% 2 Jul 2009 101.21012816% 2 Aug 2009 98.30171653% 2 Sep 2009 98.70609810% 2 Oct 2009 99.11123155% 2 Nov 2009 99.51712347% 2 Dec 2009 99.92378053% 2 Jan 2010 92.96412352% 2 Feb 2010 92.22890624% 2 Mar 2010 92.60308758% 2 Apr 2010 92.97806127% 2 May 2010 93.35383425% 2 Jun 2010 93.73041352% 2 Jul 2010 94.11701421% 2 Aug 2010 91.39204919% 2 Sep 2010 91.77109004% 2 Oct 2010 92.15096587% 2 Nov 2010 92.53168399% 2 Dec 2010 92.91325179% 2 Jan 2011 93.31419571% 2 Feb 2011 82.21428336% 2 Mar 2011 82.55044396% 2 Apr 2011 82.88748447% 2 May 2011 83.22541258% 2 Jun 2011 83.56423610% 2 Jul 2011 83.92805957% 2 Aug 2011 80.24158636% 2 Sep 2011 80.58314348% 2 Oct 2011 80.92562782% 2 Nov 2011 81.26904753% 2 Dec 2011 81.61341083% 2 Jan 2012 81.98846273% 2 Feb 2012 73.99438264% 2 Mar 2012 74.31274287% 2 Apr 2012 74.63208023% 2 May 2012 74.95240329% 2 Jun 2012 75.27372068% 2 Jul 2012 75.61741253% 2 Aug 2012 72.08693610% 2 Sep 2012 72.41128917% 2 Oct 2012 72.73667193% 2 Nov 2012 73.06309343% 2 Dec 2012 73.39056277% 2 Jan 2013 73.73200166% 2 Feb 2013 68.59704332% 2 Mar 2013 68.90783003% 2 Apr 2013 69.21970182% 2 May 2013 69.53266824% 2 Jun 2013 69.84673888% 2 Jul 2013 70.17483593% 2 Aug 2013 68.11483421% 2 Sep 2013 68.43227598% 2 Oct 2013 68.75086122% 2 Nov 2013 69.07059998% 2 Dec 2013 69.39150236% 2 Jan 2014 69.72649111% 2 Feb 2014 61.50969663% 2 Mar 2014 61.79784330% 2 Apr 2014 62.08719496% 2 May 2014 62.37776222% 2 Jun 2014 62.66955570% 2 Jul 2014 62.97929743% 2 Aug 2014 60.37332414% 2 Sep 2014 60.66886128% 2 Oct 2014 60.96566825% 2 Nov 2014 61.26375621% 2 Dec 2014 61.56313639% 2 Jan 2015 61.88437252% 2 Feb 2015 54.65234594% 2 Mar 2015 54.92464103% 2 Apr 2015 55.19827426% 2 May 2015 55.47325741% 2 Jun 2015 55.74960231% 2 Jul 2015 56.04787329% 2 Aug 2015 53.61290697% 2 Sep 2015 53.89340919% 2 Oct 2015 54.17532158% 2 Nov 2015 54.45865649% 2 Dec 2015 54.74342642% 2 Jan 2016 55.05019636% 2 Feb 2016 52.16062224% 2 Mar 2016 52.44667147% 2 Apr 2016 52.73420674% 2 May 2016 53.02324108% 2 Jun 2016 53.31378765% 2 Jul 2016 53.60585970% 2 Aug 2016 51.20401020% 2 Sep 2016 51.49917350% 2 Oct 2016 51.79590278% 2 Nov 2016 52.09421179% 2 Dec 2016 52.39411439% 2 Jan 2017 52.69562455% 2 Feb 2017 34.83886581% 2 Mar 2017 35.02697718% 2 Apr 2017 35.21673882% 2 May 2017 35.46190348% 2 Jun 2017 35.70934798% 2 Jul 2017 36.03443263% SCHEDULE 3 TO LEASE SCHEDULE OF SPECIALTY CASUALTY VALUES Percentage of DATE Facility Cost 2 Oct 1989 103.67527677% 2 Nov 1989 104.75977858% 2 Dec 1989 105.84781399% 2 Jan 1990 106.90514877% 2 Feb 1990 108.01507099% 2 Mar 1990 109.12881058% 2 Apr 1990 110.24260191% 2 May 1990 111.32960602% 2 Jun 1990 112.42017107% 2 Jul 1990 113.48368913% 2 Aug 1990 114.64502006% 2 Sep 1990 115.81074221% 2 Oct 1990 116.95025693% 2 Nov 1990 118.09391887% 2 Dec 1990 119.24177425% 2 Jan 1991 120.21005548% 2 Feb 1991 116.72854891% 2 Mar 1991 117.85563758% 2 Apr 1991 118.97319965% 2 May 1991 120.06659695% 2 Jun 1991 121.16362531% 2 Jul 1991 122.23625921% 2 Aug 1991 118.70492777% 2 Sep 1991 119.78436507% 2 Oct 1991 120.83921133% 2 Nov 1991 121.89725759% 2 Dec 1991 122.95853949% 2 Jan 1992 123.99502708% 2 Feb 1992 120.43110057% 2 Mar 1992 121.47361045% 2 Apr 1992 122.50670808% 2 May 1992 123.52547728% 2 Jun 1992 124.54704244% 2 Jul 1992 125.55415003% 2 Aug 1992 121.95675105% 2 Sep 1992 122.96918702% 2 Oct 1992 123.96706336% 2 Nov 1992 124.96750187% 2 Dec 1992 125.97053105% 2 Jan 1993 127.76015663% 2 Feb 1993 124.14733306% 2 Mar 1993 125.14397730% 2 Apr 1993 126.13788556% 2 May 1993 127.11751216% 2 Jun 1993 128.09949636% 2 Jul 1993 129.06706536% 2 Aug 1993 125.43383267% 2 Sep 1993 126.40587149% 2 Oct 1993 127.36338352% 2 Nov 1993 128.32300528% 2 Dec 1993 129.28476020% 2 Jan 1994 130.23187295% 2 Feb 1994 126.57419114% 2 Mar 1994 127.52528010% 2 Apr 1994 128.47632837% 2 May 1994 129.41380444% 2 Jun 1994 130.35316560% 2 Jul 1994 131.27882364% 2 Aug 1994 127.60340229% 2 Sep 1994 128.53258516% 2 Oct 1994 129.44795067% 2 Nov 1994 130.36495336% 2 Dec 1994 131.28361137% 2 Jan 1995 132.18833390% 2 Feb 1995 128.48609702% 2 Mar 1995 129.39382377% 2 Apr 1995 130.30310202% 2 May 1995 131.19964830% 2 Jun 1995 132.09762078% 2 Jul 1995 132.98273460% 2 Aug 1995 129.26660265% 2 Sep 1995 130.15432696% 2 Oct 1995 131.02907752% 2 Nov 1995 131.90500981% 2 Dec 1995 132.78213685% 2 Jan 1996 133.64617115% 2 Feb 1996 129.12217854% 2 Mar 1996 129.98165360% 2 Apr 1996 130.84221352% 2 May 1996 131.69151049% 2 Jun 1996 132.54177820% 2 Jul 1996 133.38066754% 2 Aug 1996 129.65802938% 2 Sep 1996 130.49863612% 2 Oct 1996 131.32775592% 2 Nov 1996 132.15761997% 2 Dec 1996 132.98823637% 2 Jan 1997 133.80725356% 2 Feb 1997 127.79708912% 2 Mar 1997 128.59807809% 2 Apr 1997 129.39971152% 2 May 1997 130.18704544% 2 Jun 1997 130.97487079% 2 Jul 1997 131.74824189% 2 Aug 1997 132.40382870% 2 Sep 1997 133.07245816% 2 Oct 1997 133.72702807% 2 Nov 1997 134.38233201% 2 Dec 1997 135.03837797% 2 Jan 1998 135.68022306% 2 Feb 1998 133.09677179% 2 Mar 1998 133.73980553% 2 Apr 1998 134.38344321% 2 May 1998 135.01256951% 2 Jun 1998 135.64214385% 2 Jul 1998 136.25704915% 2 Aug 1998 133.35309309% 2 Sep 1998 133.96857864% 2 Oct 1998 134.56923695% 2 Nov 1998 135.17002394% 2 Dec 1998 135.77094077% 2 Jan 1999 136.36997476% 2 Feb 1999 126.26663274% 2 Mar 1999 126.81778381% 2 Apr 1999 127.36904656% 2 May 1999 127.92042195% 2 Jun 1999 128.47191099% 2 Jul 1999 129.02351466% 2 Aug 1999 126.34470413% 2 Sep 1999 126.89654010% 2 Oct 1999 127.44849375% 2 Nov 1999 128.00056612% 2 Dec 1999 128.55275824% 2 Jan 2000 129.10507116% 2 Feb 2000 120.57360604% 2 Mar 2000 121.08696654% 2 Apr 2000 121.60045106% 2 May 2000 122.11406068% 2 Jun 2000 122.62779649% 2 Jul 2000 123.14165961% 2 Aug 2000 120.66030459% 2 Sep 2000 121.17442567% 2 Oct 2000 121.68867744% 2 Nov 2000 122.20306104% 2 Dec 2000 122.71757763% 2 Jan 2001 123.23222837% 2 Feb 2001 114.89829783% 2 Mar 2001 115.37402320% 2 Apr 2001 115.84988629% 2 May 2001 116.32588831% 2 Jun 2001 116.80203046% 2 Jul 2001 117.27831399% 2 Aug 2001 114.99457686% 2 Sep 2001 115.47114686% 2 Oct 2001 115.94786199% 2 Nov 2001 116.42472351% 2 Dec 2001 116.90173272% 2 Jan 2002 117.37889091% 2 Feb 2002 109.24266606% 2 Mar 2002 109.68092892% 2 Apr 2002 110.11934471% 2 May 2002 110.55791478% 2 Jun 2002 110.99664047% 2 Jul 2002 111.43552316% 2 Aug 2002 109.34958425% 2 Sep 2002 109.78878507% 2 Oct 2002 110.22814705% 2 Nov 2002 110.66767161% 2 Dec 2002 111.10736017% 2 Jan 2003 111.54721417% 2 Feb 2003 98.59311336% 2 Mar 2003 98.96988730% 2 Apr 2003 99.34683108% 2 May 2003 99.72394618% 2 Jun 2003 100.10123411% 2 Jul 2003 100.48088169% 2 Aug 2003 97.31477795% 2 Sep 2003 97.69259350% 2 Oct 2003 98.07058803% 2 Nov 2003 98.44876310% 2 Dec 2003 98.82712029% 2 Jan 2004 99.21005625% 2 Feb 2004 92.53648949% 2 Mar 2004 92.88397424% 2 Apr 2004 93.23164758% 2 May 2004 93.57951118% 2 Jun 2004 93.92756670% 2 Jul 2004 94.27581584% 2 Aug 2004 92.66834290% 2 Sep 2004 93.01698436% 2 Oct 2004 93.36582456% 2 Nov 2004 93.71486526% 2 Dec 2004 94.06410821% 2 Jan 2005 94.41355518% 2 Feb 2005 92.61083282% 2 Mar 2005 92.95949633% 2 Apr 2005 93.30836928% 2 May 2005 93.65745350% 2 Jun 2005 94.00675086% 2 Jul 2005 94.35626323% 2 Aug 2005 92.73953260% 2 Sep 2005 93.08948064% 2 Oct 2005 93.43964939% 2 Nov 2005 93.79004079% 2 Dec 2005 94.14065678% 2 Jan 2006 94.49149935% 2 Feb 2006 91.90179330% 2 Mar 2006 92.24820085% 2 Apr 2006 92.59484099% 2 May 2006 92.94171575% 2 Jun 2006 93.28882720% 2 Jul 2006 93.63617741% 2 Aug 2006 91.80320325% 2 Sep 2006 92.15103727% 2 Oct 2006 92.49911640% 2 Nov 2006 92.84744278% 2 Dec 2006 93.19601858% 2 Jan 2007 93.54484598% 2 Feb 2007 90.86058634% 2 Mar 2007 91.20446283% 2 Apr 2007 91.54859762% 2 May 2007 91.89299296% 2 Jun 2007 92.23765113% 2 Jul 2007 92.58257445% 2 Aug 2007 90.74265114% 2 Sep 2007 91.08811174% 2 Oct 2007 91.43384453% 2 Nov 2007 91.77985189% 2 Dec 2007 92.12613623% 2 Jan 2008 92.47269999% 2 Feb 2008 88.84354136% 2 Mar 2008 89.18067754% 2 Apr 2008 89.51810054% 2 May 2008 89.85581289% 2 Jun 2008 90.19381711% 2 Jul 2008 90.53211579% 2 Aug 2008 88.44705255% 2 Sep 2008 88.78594788% 2 Oct 2008 89.12514547% 2 Nov 2008 89.46464798% 2 Dec 2008 89.80445807% 2 Jan 2009 90.14457845% 2 Feb 2009 84.43522164% 2 Mar 2009 84.75606104% 2 Apr 2009 85.07721897% 2 May 2009 85.39869821% 2 Jun 2009 85.72050159% 2 Jul 2009 86.04263195% 2 Aug 2009 83.40790657% 2 Sep 2009 83.73069952% 2 Oct 2009 84.05382813% 2 Nov 2009 84.37729535% 2 Dec 2009 84.70110415% 2 Jan 2010 85.02525752% 2 Feb 2010 77.75108819% 2 Mar 2010 78.04485801% 2 Apr 2010 78.33898154% 2 May 2010 78.63346190% 2 Jun 2010 78.92830221% 2 Jul 2010 79.23172710% 2 Aug 2010 76.75660203% 2 Sep 2010 77.05254127% 2 Oct 2010 77.34885326% 2 Nov 2010 77.64554127% 2 Dec 2010 77.94260860% 2 Jan 2011 78.25659339% 2 Feb 2011 68.30157051% 2 Mar 2011 68.55693766% 2 Apr 2011 68.81269762% 2 May 2011 69.06885383% 2 Jun 2011 69.32540978% 2 Jul 2011 69.60388388% 2 Aug 2011 66.26561489% 2 Sep 2011 66.52339119% 2 Oct 2011 66.78158144% 2 Nov 2011 67.04018926% 2 Dec 2011 67.29921832% 2 Jan 2012 67.58522299% 2 Feb 2012 60.39835973% 2 Mar 2012 60.63288576% 2 Apr 2012 60.86784801% 2 May 2012 61.10325030% 2 Jun 2012 61.33909650% 2 Jul 2012 61.59447208% 2 Aug 2012 58.39031711% 2 Sep 2012 58.62751852% 2 Oct 2012 58.86517961% 2 Nov 2012 59.10330442% 2 Dec 2012 59.34189702% 2 Jan 2013 59.59249053% 2 Feb 2013 54.95296764% 2 Mar 2013 55.17523690% 2 Apr 2013 55.39799057% 2 May 2013 55.62123292% 2 Jun 2013 55.84496822% 2 Jul 2013 56.08072982% 2 Aug 2013 54.18375874% 2 Sep 2013 54.40899901% 2 Oct 2013 54.63474975% 2 Nov 2013 54.86101546% 2 Dec 2013 55.08780065% 2 Jan 2014 55.32663890% 2 Feb 2014 47.92942779% 2 Mar 2014 48.12538086% 2 Apr 2014 48.32187187% 2 May 2014 48.51890556% 2 Jun 2014 48.71648667% 2 Jul 2014 48.92954076% 2 Aug 2014 46.53872081% 2 Sep 2014 46.73797320% 2 Oct 2014 46.93779247% 2 Nov 2014 47.13818362% 2 Dec 2014 47.33915164% 2 Jan 2015 47.55905198% 2 Feb 2015 41.03438070% 2 Mar 2015 41.20940441% 2 Apr 2015 41.38502552% 2 May 2015 41.56124926% 2 Jun 2015 41.73808093% 2 Jul 2015 41.93387622% 2 Aug 2015 39.68866242% 2 Sep 2015 39.86735003% 2 Oct 2015 40.04666719% 2 Nov 2015 40.22661940% 2 Dec 2015 40.40721225% 2 Jan 2016 40.60680171% 2 Feb 2016 37.95186062% 2 Mar 2016 38.13163989% 2 Apr 2016 38.31208258% 2 May 2016 38.49319449% 2 Jun 2016 38.67498150% 2 Jul 2016 38.85744953% 2 Aug 2016 36.63394347% 2 Sep 2016 36.81779152% 2 Oct 2016 37.00233867% 2 Nov 2016 37.18759106% 2 Dec 2016 37.37355487% 2 Jan 2017 37.56023635% 2 Feb 2017 21.53345376% 2 Mar 2017 21.61743205% 2 Apr 2017 21.70214707% 2 May 2017 21.83558588% 2 Jun 2017 21.97031058% 2 Jul 2017 22.17360056% SCHEDULE 4 TO LEASE SCHEDULE OF NET CASUALTY VALUES PART A Percentage of DATE Facility Cost 2 Oct 1989 16.93735710% 2 Nov 1989 17.26890623% 2 Dec 1989 17.60413673% 2 Jan 1990 17.90780183% 2 Feb 1990 20.74089205% 2 Mar 1990 21.10271927% 2 Apr 1990 21.46464454% 2 May 1990 21.79903512% 2 Jun 1990 22.13713757% 2 Jul 1990 22.44743869% 2 Aug 1990 27.59831009% 2 Sep 1990 28.01393255% 2 Oct 1990 28.40261927% 2 Nov 1990 28.79562352% 2 Dec 1990 29.19299330% 2 Jan 1991 29.40552392% 2 Feb 1991 29.77646751% 2 Mar 1991 30.15260266% 2 Apr 1991 30.51897904% 2 May 1991 30.86052579% 2 Jun 1991 31.20586161% 2 Jul 1991 31.52613220% 2 Aug 1991 31.84995361% 2 Sep 1991 32.17736528% 2 Oct 1991 32.47951067% 2 Nov 1991 32.78500360% 2 Dec 1991 33.09388122% 2 Jan 1992 33.37728466% 2 Feb 1992 33.66382544% 2 Mar 1992 33.95353833% 2 Apr 1992 34.23361569% 2 May 1992 34.49899633% 2 Jun 1992 34.76731183% 2 Jul 1992 35.02079866% 2 Aug 1992 35.27708689% 2 Sep 1992 35.53620756% 2 Oct 1992 35.78039598% 2 Nov 1992 36.02728106% 2 Dec 1992 36.27689266% 2 Jan 1993 37.33643501% 2 Feb 1993 37.57703108% 2 Mar 1993 37.82028251% 2 Apr 1993 38.06077833% 2 May 1993 38.28663174% 2 Jun 1993 38.51497490% 2 Jul 1993 38.72853925% 2 Aug 1993 38.94445542% 2 Sep 1993 39.16274939% 2 Oct 1993 39.36615132% 2 Nov 1993 39.57179058% 2 Dec 1993 39.77969186% 2 Jan 1994 39.97258404% 2 Feb 1994 40.16759516% 2 Mar 1994 40.36474856% 2 Apr 1994 40.56192814% 2 May 1994 40.74520261% 2 Jun 1994 40.93048723% 2 Jul 1994 41.10173315% 2 Aug 1994 41.27485413% 2 Sep 1994 41.44987080% 2 Oct 1994 41.61073300% 2 Nov 1994 41.77335319% 2 Dec 1994 41.93775069% 2 Jan 1995 42.08787402% 2 Feb 1995 42.23963428% 2 Mar 1995 42.39304942% 2 Apr 1995 42.54813757% 2 May 1995 42.69019327% 2 Jun 1995 42.83379433% 2 Jul 1995 42.96423384% 2 Aug 1995 43.09608813% 2 Sep 1995 43.22937265% 2 Oct 1995 43.34937921% 2 Nov 1995 43.47068282% 2 Dec 1995 43.59329760% 2 Jan 1996 43.70251404% 2 Feb 1996 43.81290578% 2 Mar 1996 43.92448557% 2 Apr 1996 44.03726629% 2 May 1996 44.13853548% 2 Jun 1996 44.24088957% 2 Jul 1996 44.33161480% 2 Aug 1996 44.42330626% 2 Sep 1996 44.51597435% 2 Oct 1996 44.59690409% 2 Nov 1996 44.67868934% 2 Dec 1996 44.76133923% 2 Jan 1997 44.83213753% 2 Feb 1997 44.90367682% 2 Mar 1997 44.97596495% 2 Apr 1997 45.04900983% 2 May 1997 45.10742616% 2 Jun 1997 45.16644333% 2 Jul 1997 45.21067427% 2 Aug 1997 47.72195809% 2 Sep 1997 47.81769130% 2 Oct 1997 47.89904720% 2 Nov 1997 47.98125797% 2 Dec 1997 48.06433269% 2 Jan 1998 48.13288719% 2 Feb 1998 48.20215207% 2 Mar 1998 48.27213479% 2 Apr 1998 48.34284285% 2 May 1998 48.39871458% 2 Jun 1998 48.45515299% 2 Jul 1998 48.49659459% 2 Aug 1998 48.53844058% 2 Sep 1998 48.58069496% 2 Oct 1998 48.60779250% 2 Nov 1998 48.63513259% 2 Dec 1998 48.66271737% 2 Jan 1999 48.68847562% 2 Feb 1999 48.71445983% 2 Mar 1999 48.74067200% 2 Apr 1999 48.76711412% 2 May 1999 48.79378821% 2 Jun 1999 48.82069631% 2 Jul 1999 48.84784045% 2 Aug 1999 48.87522273% 2 Sep 1999 48.90284523% 2 Oct 1999 48.93071005% 2 Nov 1999 48.95881931% 2 Dec 1999 48.98717518% 2 Jan 2000 49.01577980% 2 Feb 2000 49.04463536% 2 Mar 2000 49.07374406% 2 Apr 2000 49.10310812% 2 May 2000 49.13272979% 2 Jun 2000 49.16261133% 2 Jul 2000 49.19275500% 2 Aug 2000 49.22316310% 2 Sep 2000 49.25383798% 2 Oct 2000 49.28478196% 2 Nov 2000 49.31599739% 2 Dec 2000 49.34748667% 2 Jan 2001 49.37925220% 2 Feb 2001 49.41129640% 2 Mar 2001 49.44362172% 2 Apr 2001 49.47623060% 2 May 2001 49.50912557% 2 Jun 2001 49.54230911% 2 Jul 2001 49.57578376% 2 Aug 2001 49.60955207% 2 Sep 2001 49.64361662% 2 Oct 2001 49.67798002% 2 Nov 2001 49.71264486% 2 Dec 2001 49.74761382% 2 Jan 2002 49.78288954% 2 Feb 2002 49.81847473% 2 Mar 2002 49.85437210% 2 Apr 2002 49.89058439% 2 May 2002 49.92711436% 2 Jun 2002 49.96396480% 2 Jul 2002 50.00113850% 2 Aug 2002 50.03863832% 2 Sep 2002 50.07646712% 2 Oct 2002 50.11462779% 2 Nov 2002 50.15312322% 2 Dec 2002 50.19195636% 2 Jan 2003 50.23113018% 2 Feb 2003 48.82999135% 2 Mar 2003 48.86985550% 2 Apr 2003 48.91006937% 2 May 2003 48.95063602% 2 Jun 2003 48.99155855% 2 Jul 2003 49.03509005% 2 Aug 2003 47.63607743% 2 Sep 2003 47.67808644% 2 Oct 2003 47.72046398% 2 Nov 2003 47.76321330% 2 Dec 2003 47.80633764% 2 Jan 2004 47.85436537% 2 Feb 2004 47.67734902% 2 Mar 2004 47.72161830% 2 Apr 2004 47.76627593% 2 May 2004 47.81132535% 2 Jun 2004 47.85676995% 2 Jul 2004 47.90261323% 2 Aug 2004 47.94885868% 2 Sep 2004 47.99550984% 2 Oct 2004 48.04257024% 2 Nov 2004 48.09004349% 2 Dec 2004 48.13793322% 2 Jan 2005 48.18624306% 2 Feb 2005 48.21672840% 2 Mar 2005 48.26588959% 2 Apr 2005 48.31548204% 2 May 2005 48.36550955% 2 Jun 2005 48.41597595% 2 Jul 2005 48.46688506% 2 Aug 2005 48.49999249% 2 Sep 2005 48.55179874% 2 Oct 2005 48.60405949% 2 Nov 2005 48.65677870% 2 Dec 2005 48.70996040% 2 Jan 2006 48.76360864% 2 Feb 2006 48.54880502% 2 Mar 2006 48.60339868% 2 Apr 2006 48.65847127% 2 May 2006 48.71402700% 2 Jun 2006 48.77007009% 2 Jul 2006 48.82660485% 2 Aug 2006 48.61471306% 2 Sep 2006 48.67224407% 2 Oct 2006 48.73027980% 2 Nov 2006 48.78882467% 2 Dec 2006 48.84788313% 2 Jan 2007 48.90745968% 2 Feb 2007 48.66021888% 2 Mar 2007 48.72084532% 2 Apr 2007 48.78200362% 2 May 2007 48.84369845% 2 Jun 2007 48.90593450% 2 Jul 2007 48.96871653% 2 Aug 2007 48.72470933% 2 Sep 2007 48.78859772% 2 Oct 2007 48.85304660% 2 Nov 2007 48.91806087% 2 Dec 2007 48.98364548% 2 Jan 2008 49.04980545% 2 Feb 2008 48.50186580% 2 Mar 2008 48.56919167% 2 Apr 2008 48.63710817% 2 May 2008 48.70562049% 2 Jun 2008 48.77473383% 2 Jul 2008 48.84445350% 2 Aug 2008 48.30010476% 2 Sep 2008 48.37105305% 2 Oct 2008 48.44262373% 2 Nov 2008 48.51482231% 2 Dec 2008 48.58765424% 2 Jan 2009 48.66112512% 2 Feb 2009 47.44825423% 2 Mar 2009 47.52301983% 2 Apr 2009 47.59844134% 2 May 2009 47.67452449% 2 Jun 2009 47.75127510% 2 Jul 2009 47.82869902% 2 Aug 2009 46.61981585% 2 Sep 2009 46.69860417% 2 Oct 2009 46.77808366% 2 Nov 2009 46.85826042% 2 Dec 2009 46.93914054% 2 Jan 2010 47.02073019% 2 Feb 2010 45.81604930% 2 Mar 2010 45.89907676% 2 Apr 2010 45.98283260% 2 May 2010 46.06732320% 2 Jun 2010 46.15255501% 2 Jul 2010 46.24699926% 2 Aug 2010 45.04674677% 2 Sep 2010 45.13424145% 2 Oct 2010 45.22250371% 2 Nov 2010 45.31154025% 2 Dec 2010 45.40135791% 2 Jan 2011 45.50898755% 2 Feb 2011 43.19929415% 2 Mar 2011 43.29149642% 2 Apr 2011 43.38450756% 2 May 2011 43.47833466% 2 Jun 2011 43.57298488% 2 Jul 2011 43.69061695% 2 Aug 2011 41.38584129% 2 Sep 2011 41.48300444% 2 Oct 2011 41.58101997% 2 Nov 2011 41.67989535% 2 Dec 2011 41.77963816% 2 Jan 2012 41.90759227% 2 Feb 2012 39.60799892% 2 Mar 2012 39.71038986% 2 Apr 2012 39.81367904% 2 May 2012 39.91787436% 2 Jun 2012 40.02298374% 2 Jul 2012 40.14866142% 2 Aug 2012 37.85452923% 2 Sep 2012 37.96242924% 2 Oct 2012 38.07127582% 2 Nov 2012 38.18107728% 2 Dec 2012 38.29184200% 2 Jan 2013 38.41544858% 2 Feb 2013 37.37564020% 2 Mar 2013 37.48934567% 2 Apr 2013 37.60404867% 2 May 2013 37.71975791% 2 Jun 2013 37.83648224% 2 Jul 2013 37.96610072% 2 Aug 2013 36.93235697% 2 Sep 2013 37.05218029% 2 Oct 2013 37.17305479% 2 Nov 2013 37.29498969% 2 Dec 2013 37.41799428% 2 Jan 2014 37.55394811% 2 Feb 2014 35.84468465% 2 Mar 2014 35.97095497% 2 Apr 2014 36.09833303% 2 May 2014 36.22682854% 2 Jun 2014 36.35645131% 2 Jul 2014 36.50257345% 2 Aug 2014 34.80004478% 2 Sep 2014 34.93310899% 2 Oct 2014 35.06734053% 2 Nov 2014 35.20274965% 2 Dec 2014 35.33934667% 2 Jan 2015 35.49603534% 2 Feb 2015 33.80060383% 2 Mar 2015 33.94082746% 2 Apr 2015 34.08228123% 2 May 2015 34.22497593% 2 Jun 2015 34.36892245% 2 Jul 2015 34.53302511% 2 Aug 2015 32.84507261% 2 Sep 2015 32.99284086% 2 Oct 2015 33.14190544% 2 Nov 2015 33.29227773% 2 Dec 2015 33.44396918% 2 Jan 2016 33.61588472% 2 Feb 2016 31.93581363% 2 Mar 2016 32.09153245% 2 Apr 2016 32.24861734% 2 May 2016 32.40708029% 2 Jun 2016 32.56693339% 2 Jul 2016 32.72818883% 2 Aug 2016 31.05642322% 2 Sep 2016 31.22052037% 2 Oct 2016 31.38605709% 2 Nov 2016 31.55304602% 2 Dec 2016 31.72149990% 2 Jan 2017 31.89143157% 2 Feb 2017 32.02653075% 2 Mar 2017 32.19945701% 2 Apr 2017 32.37390031% 2 May 2017 32.59927428% 2 Jun 2017 32.82674406% 2 Jul 2017 33.12558655% SCHEDULE 4 TO LEASE SCHEDULE OF NET CASUALTY VALUES PART B Percentage of DATE Facility Cost 2 Oct 1989 18.42467159% 2 Nov 1989 18.78533493% 2 Dec 1989 19.15000292% 2 Jan 1990 19.48033366% 2 Feb 1990 22.56220509% 2 Mar 1990 22.95580532% 2 Apr 1990 23.34951221% 2 May 1990 23.71326652% 2 Jun 1990 24.08105865% 2 Jul 1990 24.41860813% 2 Aug 1990 30.02179128% 2 Sep 1990 30.47391066% 2 Oct 1990 30.89672900% 2 Nov 1990 31.32424400% 2 Dec 1990 31.75650788% 2 Jan 1991 31.98770138% 2 Feb 1991 32.39121852% 2 Mar 1991 32.80038310% 2 Apr 1991 33.19893196% 2 May 1991 33.57047084% 2 Jun 1991 33.94613152% 2 Jul 1991 34.29452592% 2 Aug 1991 34.64678296% 2 Sep 1991 35.00294552% 2 Oct 1991 35.33162311% 2 Nov 1991 35.66394218% 2 Dec 1991 35.99994317% 2 Jan 1992 36.30823302% 2 Feb 1992 36.61993571% 2 Mar 1992 36.93508906% 2 Apr 1992 37.23976076% 2 May 1992 37.52844518% 2 Jun 1992 37.82032219% 2 Jul 1992 38.09606837% 2 Aug 1992 38.37486195% 2 Sep 1992 38.65673670% 2 Oct 1992 38.92236795% 2 Nov 1992 39.19093267% 2 Dec 1992 39.46246333% 2 Jan 1993 40.61504692% 2 Feb 1993 40.87677037% 2 Mar 1993 41.14138236% 2 Apr 1993 41.40299676% 2 May 1993 41.64868296% 2 Jun 1993 41.89707754% 2 Jul 1993 42.12939555% 2 Aug 1993 42.36427189% 2 Sep 1993 42.60173483% 2 Oct 1993 42.82299803% 2 Nov 1993 43.04669503% 2 Dec 1993 43.27285267% 2 Jan 1994 43.48268323% 2 Feb 1994 43.69481879% 2 Mar 1994 43.90928475% 2 Apr 1994 44.12377920% 2 May 1994 44.32314749% 2 Jun 1994 44.52470244% 2 Jul 1994 44.71098593% 2 Aug 1994 44.89930912% 2 Sep 1994 45.08969447% 2 Oct 1994 45.26468241% 2 Nov 1994 45.44158272% 2 Dec 1994 45.62041640% 2 Jan 1995 45.78372245% 2 Feb 1995 45.94880919% 2 Mar 1995 46.11569612% 2 Apr 1995 46.28440298% 2 May 1995 46.43893297% 2 Jun 1995 46.59514402% 2 Jul 1995 46.73703777% 2 Aug 1995 46.88047054% 2 Sep 1995 47.02545913% 2 Oct 1995 47.15600378% 2 Nov 1995 47.28795939% 2 Dec 1995 47.42134130% 2 Jan 1996 47.54014832% 2 Feb 1996 47.66023386% 2 Mar 1996 47.78161176% 2 Apr 1996 47.90429606% 2 May 1996 48.01445797% 2 Jun 1996 48.12580004% 2 Jul 1996 48.22449210% 2 Aug 1996 48.32423523% 2 Sep 1996 48.42504075% 2 Oct 1996 48.51307714% 2 Nov 1996 48.60204418% 2 Dec 1996 48.69195177% 2 Jan 1997 48.76896706% 2 Feb 1997 48.84678841% 2 Mar 1997 48.92542435% 2 Apr 1997 49.00488350% 2 May 1997 49.06842952% 2 Jun 1997 49.13262915% 2 Jul 1997 49.18074412% 2 Aug 1997 51.91255047% 2 Sep 1997 52.01669028% 2 Oct 1997 52.10519024% 2 Nov 1997 52.19462016% 2 Dec 1997 52.28498989% 2 Jan 1998 52.35956435% 2 Feb 1998 52.43491157% 2 Mar 1998 52.51103965% 2 Apr 1998 52.58795678% 2 May 1998 52.64873476% 2 Jun 1998 52.71012917% 2 Jul 1998 52.75520986% 2 Aug 1998 52.80073046% 2 Sep 1998 52.84669532% 2 Oct 1998 52.87617236% 2 Nov 1998 52.90591326% 2 Dec 1998 52.93592033% 2 Jan 1999 52.96394048% 2 Feb 1999 52.99220643% 2 Mar 1999 53.02072037% 2 Apr 1999 53.04948444% 2 May 1999 53.07850085% 2 Jun 1999 53.10777182% 2 Jul 1999 53.13729957% 2 Aug 1999 53.16708636% 2 Sep 1999 53.19713446% 2 Oct 1999 53.22744616% 2 Nov 1999 53.25802377% 2 Dec 1999 53.28886965% 2 Jan 2000 53.31998612% 2 Feb 2000 53.35137556% 2 Mar 2000 53.38304037% 2 Apr 2000 53.41498297% 2 May 2000 53.44720580% 2 Jun 2000 53.47971131% 2 Jul 2000 53.51250197% 2 Aug 2000 53.54558030% 2 Sep 2000 53.57894882% 2 Oct 2000 53.61261007% 2 Nov 2000 53.64656661% 2 Dec 2000 53.68082105% 2 Jan 2001 53.71537600% 2 Feb 2001 53.75023408% 2 Mar 2001 53.78539797% 2 Apr 2001 53.82087033% 2 May 2001 53.85665389% 2 Jun 2001 53.89275137% 2 Jul 2001 53.92916552% 2 Aug 2001 53.96589911% 2 Sep 2001 54.00295496% 2 Oct 2001 54.04033590% 2 Nov 2001 54.07804475% 2 Dec 2001 54.11608443% 2 Jan 2002 54.15445781% 2 Feb 2002 54.19316783% 2 Mar 2002 54.23221745% 2 Apr 2002 54.27160963% 2 May 2002 54.31134740% 2 Jun 2002 54.35143376% 2 Jul 2002 54.39187179% 2 Aug 2002 54.43266457% 2 Sep 2002 54.47381522% 2 Oct 2002 54.51532688% 2 Nov 2002 54.55720269% 2 Dec 2002 54.59944588% 2 Jan 2003 54.64205965% 2 Feb 2003 53.11788309% 2 Mar 2003 53.16124781% 2 Apr 2003 53.20499297% 2 May 2003 53.24912189% 2 Jun 2003 53.29363794% 2 Jul 2003 53.34099205% 2 Aug 2003 51.81912840% 2 Sep 2003 51.86482634% 2 Oct 2003 51.91092516% 2 Nov 2003 51.95742841% 2 Dec 2003 52.00433961% 2 Jan 2004 52.05658479% 2 Feb 2004 51.86402416% 2 Mar 2004 51.91218085% 2 Apr 2004 51.96075998% 2 May 2004 52.00976530% 2 Jun 2004 52.05920052% 2 Jul 2004 52.10906942% 2 Aug 2004 52.15937581% 2 Sep 2004 52.21012353% 2 Oct 2004 52.26131643% 2 Nov 2004 52.31295843% 2 Dec 2004 52.36505348% 2 Jan 2005 52.41760554% 2 Feb 2005 52.45076788% 2 Mar 2005 52.50424604% 2 Apr 2005 52.55819334% 2 May 2005 52.61261391% 2 Jun 2005 52.66751189% 2 Jul 2005 52.72289147% 2 Aug 2005 52.75890614% 2 Sep 2005 52.81526164% 2 Oct 2005 52.87211154% 2 Nov 2005 52.92946017% 2 Dec 2005 52.98731190% 2 Jan 2006 53.04567113% 2 Feb 2006 52.81200503% 2 Mar 2006 52.87139271% 2 Apr 2006 52.93130137% 2 May 2006 52.99173560% 2 Jun 2006 53.05269999% 2 Jul 2006 53.11419921% 2 Aug 2006 52.88370063% 2 Sep 2006 52.94628360% 2 Oct 2006 53.00941560% 2 Nov 2006 53.07310145% 2 Dec 2006 53.13734599% 2 Jan 2007 53.20215412% 2 Feb 2007 52.93320245% 2 Mar 2007 52.99915265% 2 Apr 2007 53.06568142% 2 May 2007 53.13279384% 2 Jun 2007 53.20049501% 2 Jul 2007 53.26879010% 2 Aug 2007 53.00335597% 2 Sep 2007 53.07285458% 2 Oct 2007 53.14296288% 2 Nov 2007 53.21368622% 2 Dec 2007 53.28503000% 2 Jan 2008 53.35699965% 2 Feb 2008 52.76094396% 2 Mar 2008 52.83418189% 2 Apr 2008 52.90806232% 2 May 2008 52.98259089% 2 Jun 2008 53.05777326% 2 Jul 2008 53.13361519% 2 Aug 2008 52.54146574% 2 Sep 2008 52.61864419% 2 Oct 2008 52.69649969% 2 Nov 2008 52.77503821% 2 Dec 2008 52.85426571% 2 Jan 2009 52.93418826% 2 Feb 2009 51.61481194% 2 Mar 2009 51.69614292% 2 Apr 2009 51.77818738% 2 May 2009 51.86095160% 2 Jun 2009 51.94444189% 2 Jul 2009 52.02866461% 2 Aug 2009 50.71362619% 2 Sep 2009 50.79933311% 2 Oct 2009 50.88579191% 2 Nov 2009 50.97300920% 2 Dec 2009 51.06099162% 2 Jan 2010 51.14974588% 2 Feb 2010 49.83927875% 2 Mar 2010 49.92959708% 2 Apr 2010 50.02070773% 2 May 2010 50.11261768% 2 Jun 2010 50.20533392% 2 Jul 2010 50.30807158% 2 Aug 2010 49.00242171% 2 Sep 2010 49.09759953% 2 Oct 2010 49.19361234% 2 Nov 2010 49.29046742% 2 Dec 2010 49.38817220% 2 Jan 2011 49.50525309% 2 Feb 2011 46.99273935% 2 Mar 2011 47.09303815% 2 Apr 2011 47.19421684% 2 May 2011 47.29628315% 2 Jun 2011 47.39924486% 2 Jul 2011 47.52720652% 2 Aug 2011 45.02004236% 2 Sep 2011 45.12573766% 2 Oct 2011 45.23236020% 2 Nov 2011 45.33991810% 2 Dec 2011 45.44841959% 2 Jan 2012 45.58760968% 2 Feb 2012 43.08608292% 2 Mar 2012 43.19746507% 2 Apr 2012 43.30982435% 2 May 2012 43.42316934% 2 Jun 2012 43.53750866% 2 Jul 2012 43.67422242% 2 Aug 2012 41.17863637% 2 Sep 2012 41.29601137% 2 Oct 2012 41.41441606% 2 Nov 2012 41.53385948% 2 Dec 2012 41.65435074% 2 Jan 2013 41.78881155% 2 Feb 2013 40.65769482% 2 Mar 2013 40.78138508% 2 Apr 2013 40.90616044% 2 May 2013 41.03203042% 2 Jun 2013 41.15900463% 2 Jul 2013 41.30000525% 2 Aug 2013 40.17548571% 2 Sep 2013 40.30583104% 2 Oct 2013 40.43731984% 2 Nov 2013 40.56996217% 2 Dec 2013 40.70376812% 2 Jan 2014 40.85166043% 2 Feb 2014 38.99230198% 2 Mar 2014 39.12966044% 2 Apr 2014 39.26822390% 2 May 2014 39.40800295% 2 Jun 2014 39.54900824% 2 Jul 2014 39.70796175% 2 Aug 2014 37.85592950% 2 Sep 2014 38.00067843% 2 Oct 2014 38.14669720% 2 Nov 2014 38.29399696% 2 Dec 2014 38.44258892% 2 Jan 2015 38.61303685% 2 Feb 2015 36.76872498% 2 Mar 2015 36.92126201% 2 Apr 2015 37.07513722% 2 May 2015 37.23036232% 2 Jun 2015 37.38694916% 2 Jul 2015 37.56546212% 2 Aug 2015 35.72928601% 2 Sep 2015 35.89003019% 2 Oct 2015 36.05218453% 2 Nov 2015 36.21576140% 2 Dec 2015 36.38077328% 2 Jan 2016 36.56778518% 2 Feb 2016 34.74018258% 2 Mar 2016 34.90957548% 2 Apr 2016 35.08045442% 2 May 2016 35.25283242% 2 Jun 2016 35.42672264% 2 Jul 2016 35.60213835% 2 Aug 2016 33.78357055% 2 Sep 2016 33.96207751% 2 Oct 2016 34.14215045% 2 Nov 2016 34.32380312% 2 Dec 2016 34.50704938% 2 Jan 2017 34.69190321% 2 Feb 2017 34.83886581% 2 Mar 2017 35.02697718% 2 Apr 2017 35.21673882% 2 May 2017 35.46190348% 2 Jun 2017 35.70934798% 2 Jul 2017 36.03443263% SCHEDULE 4 TO LEASE SCHEDULE OF NET CASUALTY VALUES PART C Percentage of DATE Facility Cost 2 Oct 1989 16.45059963% 2 Nov 1989 16.77262047% 2 Dec 1989 17.09821689% 2 Jan 1990 17.39315505% 2 Feb 1990 20.14482597% 2 Mar 1990 20.49625475% 2 Apr 1990 20.84777876% 2 May 1990 21.17255939% 2 Jun 1990 21.50094522% 2 Jul 1990 21.80232869% 2 Aug 1990 26.80517079% 2 Sep 1990 27.20884880% 2 Oct 1990 27.58636518% 2 Nov 1990 27.96807500% 2 Dec 1990 28.35402489% 2 Jan 1991 28.56044766% 2 Feb 1991 28.92073082% 2 Mar 1991 29.28605634% 2 Apr 1991 29.64190354% 2 May 1991 29.97363468% 2 Jun 1991 30.30904600% 2 Jul 1991 30.62011243% 2 Aug 1991 30.93462764% 2 Sep 1991 31.25262993% 2 Oct 1991 31.54609206% 2 Nov 1991 31.84280552% 2 Dec 1991 32.14280640% 2 Jan 1992 32.41806520% 2 Feb 1992 32.69637117% 2 Mar 1992 32.97775809% 2 Apr 1992 33.24978639% 2 May 1992 33.50754034% 2 Jun 1992 33.76814481% 2 Jul 1992 34.01434676% 2 Aug 1992 34.26326960% 2 Sep 1992 34.51494348% 2 Oct 1992 34.75211424% 2 Nov 1992 34.99190417% 2 Dec 1992 35.23434226% 2 Jan 1993 36.26343475% 2 Feb 1993 36.49711640% 2 Mar 1993 36.73337711% 2 Apr 1993 36.96696139% 2 May 1993 37.18632407% 2 Jun 1993 37.40810495% 2 Jul 1993 37.61553174% 2 Aug 1993 37.82524276% 2 Sep 1993 38.03726324% 2 Oct 1993 38.23481967% 2 Nov 1993 38.43454913% 2 Dec 1993 38.63647560% 2 Jan 1994 38.82382431% 2 Feb 1994 39.01323106% 2 Mar 1994 39.20471853% 2 Apr 1994 39.39623143% 2 May 1994 39.57423883% 2 Jun 1994 39.75419861% 2 Jul 1994 39.92052315% 2 Aug 1994 40.08866886% 2 Sep 1994 40.25865578% 2 Oct 1994 40.41489501% 2 Nov 1994 40.57284171% 2 Dec 1994 40.73251464% 2 Jan 1995 40.87832362% 2 Feb 1995 41.02572249% 2 Mar 1995 41.17472868% 2 Apr 1995 41.32535980% 2 May 1995 41.46333301% 2 Jun 1995 41.60280716% 2 Jul 1995 41.72949801% 2 Aug 1995 41.85756298% 2 Sep 1995 41.98701708% 2 Oct 1995 42.10357480% 2 Nov 1995 42.22139231% 2 Dec 1995 42.34048330% 2 Jan 1996 42.44656100% 2 Feb 1996 42.55378023% 2 Mar 1996 42.66215336% 2 Apr 1996 42.77169291% 2 May 1996 42.87005176% 2 Jun 1996 42.96946432% 2 Jul 1996 43.05758223% 2 Aug 1996 43.14663860% 2 Sep 1996 43.23664353% 2 Oct 1996 43.31524745% 2 Nov 1996 43.39468230% 2 Dec 1996 43.47495694% 2 Jan 1997 43.54372059% 2 Feb 1997 43.61320394% 2 Mar 1997 43.68341460% 2 Apr 1997 43.75436027% 2 May 1997 43.81109779% 2 Jun 1997 43.86841888% 2 Jul 1997 43.91137868% 2 Aug 1997 46.35049149% 2 Sep 1997 46.44347346% 2 Oct 1997 46.52249129% 2 Nov 1997 46.60233943% 2 Dec 1997 46.68302669% 2 Jan 1998 46.74961103% 2 Feb 1998 46.81688533% 2 Mar 1998 46.88485683% 2 Apr 1998 46.95353284% 2 May 1998 47.00779889% 2 Jun 1998 47.06261533% 2 Jul 1998 47.10286595% 2 Aug 1998 47.14350934% 2 Sep 1998 47.18454939% 2 Oct 1998 47.21086818% 2 Nov 1998 47.23742255% 2 Dec 1998 47.26421458% 2 Jan 1999 47.28923257% 2 Feb 1999 47.31447003% 2 Mar 1999 47.33992890% 2 Apr 1999 47.36561111% 2 May 1999 47.39151862% 2 Jun 1999 47.41765341% 2 Jul 1999 47.44401747% 2 Aug 1999 47.47061282% 2 Sep 1999 47.49744148% 2 Oct 1999 47.52450550% 2 Nov 1999 47.55180694% 2 Dec 1999 47.57934790% 2 Jan 2000 47.60713046% 2 Feb 2000 47.63515675% 2 Mar 2000 47.66342890% 2 Apr 2000 47.69194908% 2 May 2000 47.72071946% 2 Jun 2000 47.74974224% 2 Jul 2000 47.77901962% 2 Aug 2000 47.80855384% 2 Sep 2000 47.83834716% 2 Oct 2000 47.86840185% 2 Nov 2000 47.89872019% 2 Dec 2000 47.92930451% 2 Jan 2001 47.96015714% 2 Feb 2001 47.99128043% 2 Mar 2001 48.02267676% 2 Apr 2001 48.05434851% 2 May 2001 48.08629812% 2 Jun 2001 48.11852801% 2 Jul 2001 48.15104064% 2 Aug 2001 48.18383849% 2 Sep 2001 48.21692407% 2 Oct 2001 48.25029991% 2 Nov 2001 48.28396853% 2 Dec 2001 48.31793253% 2 Jan 2002 48.35219447% 2 Feb 2002 48.38675699% 2 Mar 2002 48.42162272% 2 Apr 2002 48.45679431% 2 May 2002 48.49227446% 2 Jun 2002 48.52806586% 2 Jul 2002 48.56417124% 2 Aug 2002 48.60059337% 2 Sep 2002 48.63733502% 2 Oct 2002 48.67439900% 2 Nov 2002 48.71178812% 2 Dec 2002 48.74950525% 2 Jan 2003 48.78755326% 2 Feb 2003 47.42668133% 2 Mar 2003 47.46539983% 2 Apr 2003 47.50445801% 2 May 2003 47.54385883% 2 Jun 2003 47.58360530% 2 Jul 2003 47.62588576% 2 Aug 2003 46.26707893% 2 Sep 2003 46.30788066% 2 Oct 2003 46.34904032% 2 Nov 2003 46.39056108% 2 Dec 2003 46.43244608% 2 Jan 2004 46.47909356% 2 Feb 2004 46.30716443% 2 Mar 2004 46.35016147% 2 Apr 2004 46.39353570% 2 May 2004 46.43729045% 2 Jun 2004 46.48142904% 2 Jul 2004 46.52595484% 2 Aug 2004 46.57087126% 2 Sep 2004 46.61618172% 2 Oct 2004 46.66188967% 2 Nov 2004 46.70799860% 2 Dec 2004 46.75451204% 2 Jan 2005 46.80143352% 2 Feb 2005 46.83104275% 2 Mar 2005 46.87879111% 2 Apr 2005 46.92695834% 2 May 2005 46.97554813% 2 Jun 2005 47.02456419% 2 Jul 2005 47.07401024% 2 Aug 2005 47.10616620% 2 Sep 2005 47.15648361% 2 Oct 2005 47.20724245% 2 Nov 2005 47.25844658% 2 Dec 2005 47.31009991% 2 Jan 2006 47.36220637% 2 Feb 2006 47.15357592% 2 Mar 2006 47.20660063% 2 Apr 2006 47.26009051% 2 May 2006 47.31404964% 2 Jun 2006 47.36848213% 2 Jul 2006 47.42339215% 2 Aug 2006 47.21758985% 2 Sep 2006 47.27346750% 2 Oct 2006 47.32983536% 2 Nov 2006 47.38669772% 2 Dec 2006 47.44405892% 2 Jan 2007 47.50192332% 2 Feb 2007 47.26178790% 2 Mar 2007 47.32067201% 2 Apr 2007 47.38007270% 2 May 2007 47.43999450% 2 Jun 2007 47.50044197% 2 Jul 2007 47.56141973% 2 Aug 2007 47.32442497% 2 Sep 2007 47.38647730% 2 Oct 2007 47.44907400% 2 Nov 2007 47.51221984% 2 Dec 2007 47.57591964% 2 Jan 2008 47.64017826% 2 Feb 2008 47.10798568% 2 Mar 2008 47.17337669% 2 Apr 2008 47.23934136% 2 May 2008 47.30588472% 2 Jun 2008 47.37301184% 2 Jul 2008 47.44072785% 2 Aug 2008 46.91202298% 2 Sep 2008 46.98093231% 2 Oct 2008 47.05044615% 2 Nov 2008 47.12056983% 2 Dec 2008 47.19130867% 2 Jan 2009 47.26266809% 2 Feb 2009 46.08465352% 2 Mar 2009 46.15727046% 2 Apr 2009 46.23052445% 2 May 2009 46.30442107% 2 Jun 2009 46.37896597% 2 Jul 2009 46.45416483% 2 Aug 2009 45.28002338% 2 Sep 2009 45.35654742% 2 Oct 2009 45.43374278% 2 Nov 2009 45.51161536% 2 Dec 2009 45.59017109% 2 Jan 2010 45.66941596% 2 Feb 2010 44.49935603% 2 Mar 2010 44.57999739% 2 Apr 2010 44.66134619% 2 May 2010 44.74340864% 2 Jun 2010 44.82619100% 2 Jul 2010 44.91792105% 2 Aug 2010 43.75216224% 2 Sep 2010 43.83714244% 2 Oct 2010 43.92286816% 2 Nov 2010 44.00934591% 2 Dec 2010 44.09658232% 2 Jan 2011 44.20111883% 2 Feb 2011 41.95780299% 2 Mar 2011 42.04735549% 2 Apr 2011 42.13769361% 2 May 2011 42.22882424% 2 Jun 2011 42.32075434% 2 Jul 2011 42.43500582% 2 Aug 2011 40.19646639% 2 Sep 2011 40.29083720% 2 Oct 2011 40.38603589% 2 Nov 2011 40.48206973% 2 Dec 2011 40.57894606% 2 Jan 2012 40.70322293% 2 Feb 2012 38.46971689% 2 Mar 2012 38.56916524% 2 Apr 2012 38.66948603% 2 May 2012 38.77068691% 2 Jun 2012 38.87277559% 2 Jul 2012 38.99484145% 2 Aug 2012 36.76663962% 2 Sep 2012 36.87143872% 2 Oct 2012 36.97715720% 2 Nov 2012 37.08380311% 2 Dec 2012 37.19138459% 2 Jan 2013 37.31143888% 2 Feb 2013 36.30151323% 2 Mar 2013 36.41195096% 2 Apr 2013 36.52335754% 2 May 2013 36.63574145% 2 Jun 2013 36.74911128% 2 Jul 2013 36.87500469% 2 Aug 2013 35.87096938% 2 Sep 2013 35.98734914% 2 Oct 2013 36.10474986% 2 Nov 2013 36.22318051% 2 Dec 2013 36.34265011% 2 Jan 2014 36.47469681% 2 Feb 2014 34.81455534% 2 Mar 2014 34.93719682% 2 Apr 2014 35.06091420% 2 May 2014 35.18571692% 2 Jun 2014 35.31161450% 2 Jul 2014 35.45353728% 2 Aug 2014 33.79993705% 2 Sep 2014 33.92917717% 2 Oct 2014 34.05955107% 2 Nov 2014 34.19106871% 2 Dec 2014 34.32374011% 2 Jan 2015 34.47592576% 2 Feb 2015 32.82921873% 2 Mar 2015 32.96541251% 2 Apr 2015 33.10280109% 2 May 2015 33.24139493% 2 Jun 2015 33.38120461% 2 Jul 2015 33.54059118% 2 Aug 2015 31.90114822% 2 Sep 2015 32.04466981% 2 Oct 2015 32.18945047% 2 Nov 2015 32.33550125% 2 Dec 2015 32.48283329% 2 Jan 2016 32.64980820% 2 Feb 2016 31.01802016% 2 Mar 2016 31.16926382% 2 Apr 2016 31.32183430% 2 May 2016 31.47574323% 2 Jun 2016 31.63100236% 2 Jul 2016 31.78762353% 2 Aug 2016 30.16390228% 2 Sep 2016 30.32328349% 2 Oct 2016 30.48406290% 2 Nov 2016 30.64625279% 2 Dec 2016 30.80986552% 2 Jan 2017 30.97491358% 2 Feb 2017 31.10613019% 2 Mar 2017 31.27408677% 2 Apr 2017 31.44351680% 2 May 2017 31.66241382% 2 Jun 2017 31.88334641% 2 Jul 2017 32.17360056% SCHEDULE 5 TO LEASE SCHEDULE OF NET SPECIALTY CASUALTY VALUES PART A Percentage of DATE Facility Cost 2 Oct 1989 16.37567968% 2 Nov 1989 16.70230137% 2 Dec 1989 17.03256123% 2 Jan 1990 17.33121205% 2 Feb 1990 20.15924403% 2 Mar 1990 20.51596863% 2 Apr 1990 20.87274650% 2 May 1990 21.20194453% 2 Jun 1990 21.53480888% 2 Jul 1990 21.83982593% 2 Aug 1990 26.98536694% 2 Sep 1990 27.39561221% 2 Oct 1990 27.77887460% 2 Nov 1990 28.16640692% 2 Dec 1990 28.55825676% 2 Jan 1991 28.76521901% 2 Feb 1991 29.13054542% 2 Mar 1991 29.50101407% 2 Apr 1991 29.86167425% 2 May 1991 30.19745465% 2 Jun 1991 30.53697355% 2 Jul 1991 30.85137617% 2 Aug 1991 31.16927815% 2 Sep 1991 31.49071846% 2 Oct 1991 31.78684010% 2 Nov 1991 32.08625643% 2 Dec 1991 32.38900413% 2 Jan 1992 32.66622391% 2 Feb 1992 32.94652674% 2 Mar 1992 33.22994699% 2 Apr 1992 33.50367649% 2 May 1992 33.76265358% 2 Jun 1992 34.02450937% 2 Jul 1992 34.27147981% 2 Aug 1992 34.52119448% 2 Sep 1992 34.77368393% 2 Oct 1992 35.01118295% 2 Nov 1992 35.25131995% 2 Dec 1992 35.49412427% 2 Jan 1993 36.54679962% 2 Feb 1993 36.78046845% 2 Mar 1993 37.01673188% 2 Apr 1993 37.25017838% 2 May 1993 37.46892063% 2 Jun 1993 37.69009025% 2 Jul 1993 37.89641813% 2 Aug 1993 38.10503435% 2 Sep 1993 38.31596431% 2 Oct 1993 38.51193765% 2 Nov 1993 38.71008314% 2 Dec 1993 38.91042491% 2 Jan 1994 39.09569126% 2 Feb 1994 39.28300965% 2 Mar 1994 39.47240284% 2 Apr 1994 39.66175414% 2 May 1994 39.83713165% 2 Jun 1994 40.01445003% 2 Jul 1994 40.17765982% 2 Aug 1994 40.34267418% 2 Sep 1994 40.50951309% 2 Oct 1994 40.66212581% 2 Nov 1994 40.81642415% 2 Dec 1994 40.97242679% 2 Jan 1995 41.11408161% 2 Feb 1995 41.25729907% 2 Mar 1995 41.40209648% 2 Apr 1995 41.54849128% 2 May 1995 41.68177739% 2 Jun 1995 41.81653190% 2 Jul 1995 41.93804726% 2 Aug 1995 42.06089912% 2 Sep 1995 42.18510223% 2 Oct 1995 42.29594770% 2 Nov 1995 42.40800987% 2 Dec 1995 42.52130213% 2 Jan 1996 42.62111426% 2 Feb 1996 42.72201921% 2 Mar 1996 42.82402897% 2 Apr 1996 42.92715569% 2 May 1996 43.01868621% 2 Jun 1996 43.11121619% 2 Jul 1996 43.19203113% 2 Aug 1996 43.27372535% 2 Sep 1996 43.35630850% 2 Oct 1996 43.42706484% 2 Nov 1996 43.49858742% 2 Dec 1996 43.57088462% 2 Jan 1997 43.63123941% 2 Feb 1997 43.69224358% 2 Mar 1997 43.75390415% 2 Apr 1997 43.81622827% 2 May 1997 43.86382975% 2 Jun 1997 43.91193722% 2 Jul 1997 43.94516273% 2 Aug 1997 46.44534460% 2 Sep 1997 46.52987845% 2 Oct 1997 46.59993674% 2 Nov 1997 46.67075079% 2 Dec 1997 46.74232880% 2 Jan 1998 46.79928576% 2 Feb 1998 46.85685135% 2 Mar 1998 46.91503213% 2 Apr 1998 46.97383472% 2 May 1998 47.01769655% 2 Jun 1998 47.06201968% 2 Jul 1998 47.09123973% 2 Aug 1998 47.12075695% 2 Sep 1998 47.15057442% 2 Oct 1998 47.16512592% 2 Nov 1998 47.17980991% 2 Dec 1998 47.19462758% 2 Jan 1999 47.20750670% 2 Feb 1999 47.22049880% 2 Mar 1999 47.23360489% 2 Apr 1999 47.24682595% 2 May 1999 47.26016299% 2 Jun 1999 47.27361704% 2 Jul 1999 47.28718912% 2 Aug 1999 47.30088025% 2 Sep 1999 47.31469150% 2 Oct 1999 47.32862391% 2 Nov 1999 47.34267855% 2 Dec 1999 47.35685649% 2 Jan 2000 47.37115878% 2 Feb 2000 47.38558657% 2 Mar 2000 47.40014092% 2 Apr 2000 47.41482296% 2 May 2000 47.42963379% 2 Jun 2000 47.44457455% 2 Jul 2000 47.45964638% 2 Aug 2000 47.47485045% 2 Sep 2000 47.49018788% 2 Oct 2000 47.50565987% 2 Nov 2000 47.52126759% 2 Dec 2000 47.53701223% 2 Jan 2001 47.55289500% 2 Feb 2001 47.56891709% 2 Mar 2001 47.58507974% 2 Apr 2001 47.60138419% 2 May 2001 47.61783167% 2 Jun 2001 47.63442345% 2 Jul 2001 47.65116077% 2 Aug 2001 47.66804492% 2 Sep 2001 47.68507720% 2 Oct 2001 47.70225890% 2 Nov 2001 47.71959132% 2 Dec 2001 47.73707580% 2 Jan 2002 47.75471366% 2 Feb 2002 47.77250626% 2 Mar 2002 47.79045495% 2 Apr 2002 47.80856108% 2 May 2002 47.82682607% 2 Jun 2002 47.84525128% 2 Jul 2002 47.86383814% 2 Aug 2002 47.88258805% 2 Sep 2002 47.90150246% 2 Oct 2002 47.92058278% 2 Nov 2002 47.93983051% 2 Dec 2002 47.95924707% 2 Jan 2003 47.97883398% 2 Feb 2003 46.55793641% 2 Mar 2003 46.57786849% 2 Apr 2003 46.59797542% 2 May 2003 46.61825874% 2 Jun 2003 46.63872001% 2 Jul 2003 46.66161074% 2 Aug 2003 45.24177628% 2 Sep 2003 45.26278079% 2 Oct 2003 45.28396956% 2 Nov 2003 45.30534422% 2 Dec 2003 45.32690639% 2 Jan 2004 45.35318280% 2 Feb 2004 45.15422431% 2 Mar 2004 45.17635894% 2 Apr 2004 45.19868776% 2 May 2004 45.22121246% 2 Jun 2004 45.24393477% 2 Jul 2004 45.26685641% 2 Aug 2004 45.28997914% 2 Sep 2004 45.31330471% 2 Oct 2004 45.33683491% 2 Nov 2004 45.36057154% 2 Dec 2004 45.38451640% 2 Jan 2005 45.40867132% 2 Feb 2005 45.41478984% 2 Mar 2005 45.43937043% 2 Apr 2005 45.46416666% 2 May 2005 45.48918041% 2 Jun 2005 45.51441361% 2 Jul 2005 45.53986817% 2 Aug 2005 45.54729773% 2 Sep 2005 45.57320086% 2 Oct 2005 45.59933122% 2 Nov 2005 45.62569083% 2 Dec 2005 45.65228168% 2 Jan 2006 45.67910580% 2 Feb 2006 45.43724274% 2 Mar 2006 45.46453956% 2 Apr 2006 45.49207586% 2 May 2006 45.51985372% 2 Jun 2006 45.54787527% 2 Jul 2006 45.57614265% 2 Aug 2006 45.33573549% 2 Sep 2006 45.36450101% 2 Oct 2006 45.39351887% 2 Nov 2006 45.42279130% 2 Dec 2006 45.45232054% 2 Jan 2007 45.48210881% 2 Feb 2007 45.20481841% 2 Mar 2007 45.23513162% 2 Apr 2007 45.26571078% 2 May 2007 45.29655819% 2 Jun 2007 45.32767621% 2 Jul 2007 45.35906723% 2 Aug 2007 45.08339362% 2 Sep 2007 45.11533781% 2 Oct 2007 45.14756225% 2 Nov 2007 45.18006939% 2 Dec 2007 45.21286170% 2 Jan 2008 45.24594169% 2 Feb 2008 44.66463184% 2 Mar 2008 44.69829478% 2 Apr 2008 44.73225303% 2 May 2008 44.76650919% 2 Jun 2008 44.80106586% 2 Jul 2008 44.83592569% 2 Aug 2008 44.25641131% 2 Sep 2008 44.29188545% 2 Oct 2008 44.32767080% 2 Nov 2008 44.36377008% 2 Dec 2008 44.40018606% 2 Jan 2009 44.43692150% 2 Feb 2009 43.18699290% 2 Mar 2009 43.22437570% 2 Apr 2009 43.26208646% 2 May 2009 43.30012803% 2 Jun 2009 43.33850334% 2 Jul 2009 43.37721529% 2 Aug 2009 42.12928056% 2 Sep 2009 42.16867471% 2 Oct 2009 42.20841446% 2 Nov 2009 42.24850284% 2 Dec 2009 42.28894289% 2 Jan 2010 42.32973772% 2 Feb 2010 41.08390414% 2 Mar 2010 41.12541787% 2 Apr 2010 41.16729578% 2 May 2010 41.20954108% 2 Jun 2010 41.25215698% 2 Jul 2010 41.30361148% 2 Aug 2010 40.05999208% 2 Sep 2010 40.10373942% 2 Oct 2010 40.14787055% 2 Nov 2010 40.19238882% 2 Dec 2010 40.23729765% 2 Jan 2011 40.29962450% 2 Feb 2011 37.94423088% 2 Mar 2011 37.99033201% 2 Apr 2011 38.03683758% 2 May 2011 38.08375113% 2 Jun 2011 38.13107624% 2 Jul 2011 38.20096804% 2 Aug 2011 35.84803328% 2 Sep 2011 35.89661485% 2 Oct 2011 35.94562262% 2 Nov 2011 35.99506032% 2 Dec 2011 36.04493172% 2 Jan 2012 36.12257692% 2 Feb 2012 33.77223332% 2 Mar 2012 33.82342879% 2 Apr 2012 33.87507338% 2 May 2012 33.92717104% 2 Jun 2012 33.97972573% 2 Jul 2012 34.05238766% 2 Aug 2012 31.70477465% 2 Sep 2012 31.75872466% 2 Oct 2012 31.81314794% 2 Nov 2012 31.86804868% 2 Dec 2012 31.92343103% 2 Jan 2013 31.99116941% 2 Feb 2013 30.89500269% 2 Mar 2013 30.95185543% 2 Apr 2013 31.00920693% 2 May 2013 31.06706155% 2 Jun 2013 31.12542371% 2 Jul 2013 31.19616804% 2 Aug 2013 30.10303364% 2 Sep 2013 30.16294529% 2 Oct 2013 30.22338255% 2 Nov 2013 30.28434999% 2 Dec 2013 30.34585229% 2 Jan 2014 30.41976429% 2 Feb 2014 28.64791470% 2 Mar 2014 28.71104986% 2 Apr 2014 28.77473889% 2 May 2014 28.83898665% 2 Jun 2014 28.90379803% 2 Jul 2014 28.98454023% 2 Aug 2014 27.21605804% 2 Sep 2014 27.28259014% 2 Oct 2014 27.34970591% 2 Nov 2014 27.41741047% 2 Dec 2014 27.48570898% 2 Jan 2015 27.57349999% 2 Feb 2015 25.80856639% 2 Mar 2015 25.87867820% 2 Apr 2015 25.94940508% 2 May 2015 26.02075244% 2 Jun 2015 26.09272570% 2 Jul 2015 26.18422369% 2 Aug 2015 24.42302960% 2 Sep 2015 24.49691372% 2 Oct 2015 24.57144601% 2 Nov 2015 24.64663215% 2 Dec 2015 24.72247788% 2 Jan 2016 24.81788232% 2 Feb 2016 23.06062892% 2 Mar 2016 23.13848833% 2 Apr 2016 23.21703078% 2 May 2016 23.29626226% 2 Jun 2016 23.37618880% 2 Jul 2016 23.45681653% 2 Aug 2016 21.70371587% 2 Sep 2016 21.78576445% 2 Oct 2016 21.86853281% 2 Nov 2016 21.95202727% 2 Dec 2016 22.03625421% 2 Jan 2017 22.12122004% 2 Feb 2017 22.17060801% 2 Mar 2017 22.25707114% 2 Apr 2017 22.34429279% 2 May 2017 22.48167993% 2 Jun 2017 22.62039100% 2 Jul 2017 22.82969614% SCHEDULE 5 TO LEASE SCHEDULE OF NET SPECIALTY CASUALTY VALUES PART B Percentage of DATE Facility Cost 2 Oct 1989 17.81367178% 2 Nov 1989 18.16897499% 2 Dec 1989 18.52823585% 2 Jan 1990 18.85311200% 2 Feb 1990 21.92948100% 2 Mar 1990 22.31753054% 2 Apr 1990 22.70563802% 2 May 1990 23.06374381% 2 Jun 1990 23.42583787% 2 Jul 1990 23.75763928% 2 Aug 1990 29.35502396% 2 Sep 1990 29.80129396% 2 Oct 1990 30.21821164% 2 Nov 1990 30.63977421% 2 Dec 1990 31.06603343% 2 Jan 1991 31.29116959% 2 Feb 1991 31.68857628% 2 Mar 1991 32.09157678% 2 Apr 1991 32.48390749% 2 May 1991 32.84917366% 2 Jun 1991 33.21850662% 2 Jul 1991 33.56051777% 2 Aug 1991 33.90633557% 2 Sep 1991 34.25600241% 2 Oct 1991 34.57812728% 2 Nov 1991 34.90383616% 2 Dec 1991 35.23316895% 2 Jan 1992 35.53473213% 2 Feb 1992 35.83964910% 2 Mar 1992 36.14795724% 2 Apr 1992 36.44572365% 2 May 1992 36.72744221% 2 Jun 1992 37.01229226% 2 Jul 1992 37.28094983% 2 Aug 1992 37.55259262% 2 Sep 1992 37.82725383% 2 Oct 1992 38.08560828% 2 Nov 1992 38.34683235% 2 Dec 1992 38.61095796% 2 Jan 1993 39.75607154% 2 Feb 1993 40.01025945% 2 Mar 1993 40.26726981% 2 Apr 1993 40.52121586% 2 May 1993 40.75916646% 2 Jun 1993 40.99975757% 2 Jul 1993 41.22420365% 2 Aug 1993 41.45113902% 2 Sep 1993 41.68059130% 2 Oct 1993 41.89377358% 2 Nov 1993 42.10931875% 2 Dec 1993 42.32725307% 2 Jan 1994 42.52878815% 2 Feb 1994 42.73255547% 2 Mar 1994 42.93857978% 2 Apr 1994 43.14455852% 2 May 1994 43.33533640% 2 Jun 1994 43.52822557% 2 Jul 1994 43.70576726% 2 Aug 1994 43.88527196% 2 Sep 1994 44.06676145% 2 Oct 1994 44.23277550% 2 Nov 1994 44.40062319% 2 Dec 1994 44.57032484% 2 Jan 1995 44.72441874% 2 Feb 1995 44.88021251% 2 Mar 1995 45.03772496% 2 Apr 1995 45.19697508% 2 May 1995 45.34196540% 2 Jun 1995 45.48855306% 2 Jul 1995 45.62073901% 2 Aug 1995 45.75437882% 2 Sep 1995 45.88948853% 2 Oct 1995 46.01006764% 2 Nov 1995 46.13197029% 2 Dec 1995 46.25521105% 2 Jan 1996 46.36378795% 2 Feb 1996 46.47355363% 2 Mar 1996 46.58452113% 2 Apr 1996 46.69670369% 2 May 1996 46.79627175% 2 Jun 1996 46.89692703% 2 Jul 1996 46.98483854% 2 Aug 1996 47.07370656% 2 Sep 1996 47.16354156% 2 Oct 1996 47.24051119% 2 Nov 1996 47.31831437% 2 Dec 1996 47.39696017% 2 Jan 1997 47.46261488% 2 Feb 1997 47.52897598% 2 Mar 1997 47.59605114% 2 Apr 1997 47.66384810% 2 May 1997 47.71562960% 2 Jun 1997 47.76796151% 2 Jul 1997 47.80410464% 2 Aug 1997 50.52383414% 2 Sep 1997 50.61579114% 2 Oct 1997 50.69200144% 2 Nov 1997 50.76903385% 2 Dec 1997 50.84689733% 2 Jan 1998 50.90885583% 2 Feb 1998 50.97147640% 2 Mar 1998 51.03476619% 2 Apr 1998 51.09873240% 2 May 1998 51.14644585% 2 Jun 1998 51.19466111% 2 Jul 1998 51.22644705% 2 Aug 1998 51.25855626% 2 Sep 1998 51.29099208% 2 Oct 1998 51.30682138% 2 Nov 1998 51.32279481% 2 Dec 1998 51.33891366% 2 Jan 1999 51.35292373% 2 Feb 1999 51.36705671% 2 Mar 1999 51.38131367% 2 Apr 1999 51.39569571% 2 May 1999 51.41020391% 2 Jun 1999 51.42483940% 2 Jul 1999 51.43960328% 2 Aug 1999 51.45449667% 2 Sep 1999 51.46952072% 2 Oct 1999 51.48467657% 2 Nov 1999 51.49996538% 2 Dec 1999 51.51538832% 2 Jan 2000 51.53094654% 2 Feb 2000 51.54664127% 2 Mar 2000 51.56247368% 2 Apr 2000 51.57844498% 2 May 2000 51.59455640% 2 Jun 2000 51.61080914% 2 Jul 2000 51.62720447% 2 Aug 2000 51.64374365% 2 Sep 2000 51.66042790% 2 Oct 2000 51.67725853% 2 Nov 2000 51.69423680% 2 Dec 2000 51.71136402% 2 Jan 2001 51.72864150% 2 Feb 2001 51.74607053% 2 Mar 2001 51.76365247% 2 Apr 2001 51.78138866% 2 May 2001 51.79928043% 2 Jun 2001 51.81732918% 2 Jul 2001 51.83553624% 2 Aug 2001 51.85390305% 2 Sep 2001 51.87243097% 2 Oct 2001 51.89112144% 2 Nov 2001 51.90997587% 2 Dec 2001 51.92899571% 2 Jan 2002 51.94818240% 2 Feb 2002 51.96753741% 2 Mar 2002 51.98706222% 2 Apr 2002 52.00675831% 2 May 2002 52.02662718% 2 Jun 2002 52.04667037% 2 Jul 2002 52.06688939% 2 Aug 2002 52.08728578% 2 Sep 2002 52.10786111% 2 Oct 2002 52.12861693% 2 Nov 2002 52.14955484% 2 Dec 2002 52.17067643% 2 Jan 2003 52.19198332% 2 Feb 2003 50.64631294% 2 Mar 2003 50.66799531% 2 Apr 2003 50.68986788% 2 May 2003 50.71193234% 2 Jun 2003 50.73419037% 2 Jul 2003 50.75909120% 2 Aug 2003 49.21457728% 2 Sep 2003 49.23742626% 2 Oct 2003 49.26047567% 2 Nov 2003 49.28372729% 2 Dec 2003 49.30718289% 2 Jan 2004 49.33576670% 2 Feb 2004 49.11933714% 2 Mar 2004 49.14341547% 2 Apr 2004 49.16770505% 2 May 2004 49.19220770% 2 Jun 2004 49.21692532% 2 Jul 2004 49.24185977% 2 Aug 2004 49.26701296% 2 Sep 2004 49.29238682% 2 Oct 2004 49.31798327% 2 Nov 2004 49.34380427% 2 Dec 2004 49.36985180% 2 Jan 2005 49.39612783% 2 Feb 2005 49.40278363% 2 Mar 2005 49.42952270% 2 Apr 2005 49.45649635% 2 May 2005 49.48370663% 2 Jun 2005 49.51115562% 2 Jul 2005 49.53884542% 2 Aug 2005 49.54692738% 2 Sep 2005 49.57510514% 2 Oct 2005 49.60353008% 2 Nov 2005 49.63220440% 2 Dec 2005 49.66113025% 2 Jan 2006 49.69030987% 2 Feb 2006 49.42720817% 2 Mar 2006 49.45690201% 2 Apr 2006 49.48685634% 2 May 2006 49.51707345% 2 Jun 2006 49.54755565% 2 Jul 2006 49.57830526% 2 Aug 2006 49.31678731% 2 Sep 2006 49.34807880% 2 Oct 2006 49.37964480% 2 Nov 2006 49.41148772% 2 Dec 2006 49.44360999% 2 Jan 2007 49.47601406% 2 Feb 2007 49.17437404% 2 Mar 2007 49.20734914% 2 Apr 2007 49.24061353% 2 May 2007 49.27416974% 2 Jun 2007 49.30802032% 2 Jul 2007 49.34216786% 2 Aug 2007 49.04228662% 2 Sep 2007 49.07703592% 2 Oct 2007 49.11209007% 2 Nov 2007 49.14745175% 2 Dec 2007 49.18312364% 2 Jan 2008 49.21910847% 2 Feb 2008 48.58675226% 2 Mar 2008 48.62337123% 2 Apr 2008 48.66031144% 2 May 2008 48.69757572% 2 Jun 2008 48.73516691% 2 Jul 2008 48.77308788% 2 Aug 2008 48.14268479% 2 Sep 2008 48.18127401% 2 Oct 2008 48.22020177% 2 Nov 2008 48.25947102% 2 Dec 2008 48.29908478% 2 Jan 2009 48.33904606% 2 Feb 2009 46.97935789% 2 Mar 2009 47.02002338% 2 Apr 2009 47.06104562% 2 May 2009 47.10242772% 2 Jun 2009 47.14417287% 2 Jul 2009 47.18628422% 2 Aug 2009 45.82876501% 2 Sep 2009 45.87161848% 2 Oct 2009 45.91484788% 2 Nov 2009 45.95845652% 2 Dec 2009 46.00244772% 2 Jan 2010 46.04682486% 2 Feb 2010 44.69159130% 2 Mar 2010 44.73675046% 2 Apr 2010 44.78230579% 2 May 2010 44.82826076% 2 Jun 2010 44.87461888% 2 Jul 2010 44.93059173% 2 Aug 2010 43.57776679% 2 Sep 2010 43.62535570% 2 Oct 2010 43.67336211% 2 Nov 2010 43.72178965% 2 Dec 2010 43.77064204% 2 Jan 2011 43.83844198% 2 Feb 2011 41.27621496% 2 Mar 2011 41.32636436% 2 Apr 2011 41.37695371% 2 May 2011 41.42798686% 2 Jun 2011 41.47946771% 2 Jul 2011 41.55549690% 2 Aug 2011 38.99594467% 2 Sep 2011 39.04879232% 2 Oct 2011 39.10210359% 2 Nov 2011 39.15588254% 2 Dec 2011 39.21013328% 2 Jan 2012 39.29459671% 2 Feb 2012 36.73786318% 2 Mar 2012 36.79355426% 2 Apr 2012 36.84973389% 2 May 2012 36.90640639% 2 Jun 2012 36.96357605% 2 Jul 2012 37.04261861% 2 Aug 2012 34.48885544% 2 Sep 2012 34.54754295% 2 Oct 2012 34.60674529% 2 Nov 2012 34.66646700% 2 Dec 2012 34.72671263% 2 Jan 2013 34.80039929% 2 Feb 2013 33.60797525% 2 Mar 2013 33.66982039% 2 Apr 2013 33.73220807% 2 May 2013 33.79514305% 2 Jun 2013 33.85863015% 2 Jul 2013 33.93558673% 2 Aug 2013 32.74646128% 2 Sep 2013 32.81163394% 2 Oct 2013 32.87737835% 2 Nov 2013 32.94369951% 2 Dec 2013 33.01060249% 2 Jan 2014 33.09100490% 2 Feb 2014 31.16356448% 2 Mar 2014 31.23224371% 2 Apr 2014 31.30152544% 2 May 2014 31.37141496% 2 Jun 2014 31.44191761% 2 Jul 2014 31.52974999% 2 Aug 2014 29.60597266% 2 Sep 2014 29.67834713% 2 Oct 2014 29.75135651% 2 Nov 2014 29.82500639% 2 Dec 2014 29.89930237% 2 Jan 2015 29.99480254% 2 Feb 2015 28.07488542% 2 Mar 2015 28.15115393% 2 Apr 2015 28.22809153% 2 May 2015 28.30570409% 2 Jun 2015 28.38399751% 2 Jul 2015 28.48353019% 2 Aug 2015 26.56768094% 2 Sep 2015 26.64805303% 2 Oct 2015 26.72913020% 2 Nov 2015 26.81091864% 2 Dec 2015 26.89342458% 2 Jan 2016 26.99720673% 2 Feb 2016 25.08564424% 2 Mar 2016 25.17034069% 2 Apr 2016 25.25578016% 2 May 2016 25.34196916% 2 Jun 2016 25.42891427% 2 Jul 2016 25.51662213% 2 Aug 2016 23.60957703% 2 Sep 2016 23.69883051% 2 Oct 2016 23.78886699% 2 Nov 2016 23.87969332% 2 Dec 2016 23.97131644% 2 Jan 2017 24.06374336% 2 Feb 2017 24.11746821% 2 Mar 2017 24.21152390% 2 Apr 2017 24.30640472% 2 May 2017 24.45585619% 2 Jun 2017 24.60674785% 2 Jul 2017 24.83443263% SCHEDULE 5 TO LEASE SCHEDULE OF NET SPECIALTY CASUALTY VALUES PART C Percentage of DATE Facility Cost 2 Oct 1989 15.90506409% 2 Nov 1989 16.22229910% 2 Dec 1989 16.54306772% 2 Jan 1990 16.83313571% 2 Feb 1990 19.57989375% 2 Mar 1990 19.92636655% 2 Apr 1990 20.27289109% 2 May 1990 20.59262840% 2 Jun 1990 20.91592667% 2 Jul 1990 21.21217793% 2 Aug 1990 26.20984282% 2 Sep 1990 26.60829818% 2 Oct 1990 26.98054611% 2 Nov 1990 27.35694126% 2 Dec 1990 27.73752985% 2 Jan 1991 27.93854428% 2 Feb 1991 28.29337168% 2 Mar 1991 28.65319355% 2 Apr 1991 29.00348883% 2 May 1991 29.32961934% 2 Jun 1991 29.65938091% 2 Jul 1991 29.96474801% 2 Aug 1991 30.27351390% 2 Sep 1991 30.58571644% 2 Oct 1991 30.87332793% 2 Nov 1991 31.16413943% 2 Dec 1991 31.45818656% 2 Jan 1992 31.72743940% 2 Feb 1992 31.99968670% 2 Mar 1992 32.27496182% 2 Apr 1992 32.54082469% 2 May 1992 32.79235912% 2 Jun 1992 33.04668952% 2 Jul 1992 33.28656235% 2 Aug 1992 33.52910055% 2 Sep 1992 33.77433378% 2 Oct 1992 34.00500739% 2 Nov 1992 34.23824317% 2 Dec 1992 34.47406961% 2 Jan 1993 35.49649245% 2 Feb 1993 35.72344594% 2 Mar 1993 35.95291947% 2 Apr 1993 36.17965702% 2 May 1993 36.39211291% 2 Jun 1993 36.60692640% 2 Jul 1993 36.80732469% 2 Aug 1993 37.00994555% 2 Sep 1993 37.21481366% 2 Oct 1993 37.40515498% 2 Nov 1993 37.59760603% 2 Dec 1993 37.79219024% 2 Jan 1994 37.97213228% 2 Feb 1994 38.15406738% 2 Mar 1994 38.33801766% 2 Apr 1994 38.52192725% 2 May 1994 38.69226464% 2 Jun 1994 38.86448712% 2 Jul 1994 39.02300648% 2 Aug 1994 39.18327854% 2 Sep 1994 39.34532272% 2 Oct 1994 39.49354955% 2 Nov 1994 39.64341356% 2 Dec 1994 39.79493289% 2 Jan 1995 39.93251673% 2 Feb 1995 40.07161831% 2 Mar 1995 40.21225443% 2 Apr 1995 40.35444204% 2 May 1995 40.48389768% 2 Jun 1995 40.61477952% 2 Jul 1995 40.73280269% 2 Aug 1995 40.85212395% 2 Sep 1995 40.97275762% 2 Oct 1995 41.08041754% 2 Nov 1995 41.18925919% 2 Dec 1995 41.29929558% 2 Jan 1996 41.39623924% 2 Feb 1996 41.49424431% 2 Mar 1996 41.59332244% 2 Apr 1996 41.69348544% 2 May 1996 41.78238549% 2 Jun 1996 41.87225628% 2 Jul 1996 41.95074870% 2 Aug 1996 42.03009514% 2 Sep 1996 42.11030496% 2 Oct 1996 42.17902785% 2 Nov 1996 42.24849497% 2 Dec 1996 42.31871444% 2 Jan 1997 42.37733471% 2 Feb 1997 42.43658570% 2 Mar 1997 42.49647423% 2 Apr 1997 42.55700723% 2 May 1997 42.60324071% 2 Jun 1997 42.64996563% 2 Jul 1997 42.68223629% 2 Aug 1997 45.11056620% 2 Sep 1997 45.19267066% 2 Oct 1997 45.26071557% 2 Nov 1997 45.32949451% 2 Dec 1997 45.39901547% 2 Jan 1998 45.45433556% 2 Feb 1998 45.51024679% 2 Mar 1998 45.56675553% 2 Apr 1998 45.62386821% 2 May 1998 45.66646951% 2 Jun 1998 45.70951885% 2 Jul 1998 45.73789915% 2 Aug 1998 45.76656809% 2 Sep 1998 45.79552864% 2 Oct 1998 45.80966195% 2 Nov 1998 45.82392394% 2 Dec 1998 45.83831577% 2 Jan 1999 45.85082476% 2 Feb 1999 45.86344349% 2 Mar 1999 45.87617292% 2 Apr 1999 45.88901403% 2 May 1999 45.90196778% 2 Jun 1999 45.91503518% 2 Jul 1999 45.92821721% 2 Aug 1999 45.94151488% 2 Sep 1999 45.95492921% 2 Oct 1999 45.96846122% 2 Nov 1999 45.98211195% 2 Dec 1999 45.99588243% 2 Jan 2000 46.00977370% 2 Feb 2000 46.02378685% 2 Mar 2000 46.03792293% 2 Apr 2000 46.05218302% 2 May 2000 46.06656821% 2 Jun 2000 46.08107959% 2 Jul 2000 46.09571828% 2 Aug 2000 46.11048540% 2 Sep 2000 46.12538205% 2 Oct 2000 46.14040940% 2 Nov 2000 46.15556857% 2 Dec 2000 46.17086073% 2 Jan 2001 46.18628705% 2 Feb 2001 46.20184869% 2 Mar 2001 46.21754685% 2 Apr 2001 46.23338273% 2 May 2001 46.24935753% 2 Jun 2001 46.26547248% 2 Jul 2001 46.28172879% 2 Aug 2001 46.29812772% 2 Sep 2001 46.31467051% 2 Oct 2001 46.33135843% 2 Nov 2001 46.34819274% 2 Dec 2001 46.36517474% 2 Jan 2002 46.38230571% 2 Feb 2002 46.39958697% 2 Mar 2002 46.41701984% 2 Apr 2002 46.43460563% 2 May 2002 46.45234570% 2 Jun 2002 46.47024140% 2 Jul 2002 46.48829410% 2 Aug 2002 46.50650516% 2 Sep 2002 46.52487599% 2 Oct 2002 46.54340797% 2 Nov 2002 46.56210254% 2 Dec 2002 46.58096110% 2 Jan 2003 46.59998511% 2 Feb 2003 45.21992227% 2 Mar 2003 45.23928153% 2 Apr 2003 45.25881061% 2 May 2003 45.27851102% 2 Jun 2003 45.29838426% 2 Jul 2003 45.32061714% 2 Aug 2003 43.94158686% 2 Sep 2003 43.96198773% 2 Oct 2003 43.98256756% 2 Nov 2003 44.00332794% 2 Dec 2003 44.02427044% 2 Jan 2004 44.04979170% 2 Feb 2004 43.85655102% 2 Mar 2004 43.87804953% 2 Apr 2004 43.89973665% 2 May 2004 43.92161402% 2 Jun 2004 43.94368332% 2 Jul 2004 43.96594622% 2 Aug 2004 43.98840443% 2 Sep 2004 44.01105966% 2 Oct 2004 44.03391363% 2 Nov 2004 44.05696810% 2 Dec 2004 44.08022482% 2 Jan 2005 44.10368556% 2 Feb 2005 44.10962824% 2 Mar 2005 44.13350241% 2 Apr 2005 44.15758603% 2 May 2005 44.18188092% 2 Jun 2005 44.20638895% 2 Jul 2005 44.23111198% 2 Aug 2005 44.23832802% 2 Sep 2005 44.26348673% 2 Oct 2005 44.28886614% 2 Nov 2005 44.31446821% 2 Dec 2005 44.34029487% 2 Jan 2006 44.36634810% 2 Feb 2006 44.13143587% 2 Mar 2006 44.15794822% 2 Apr 2006 44.18469316% 2 May 2006 44.21167272% 2 Jun 2006 44.23888897% 2 Jul 2006 44.26634398% 2 Aug 2006 44.03284581% 2 Sep 2006 44.06078464% 2 Oct 2006 44.08896857% 2 Nov 2006 44.11739975% 2 Dec 2006 44.14608035% 2 Jan 2007 44.17501255% 2 Feb 2007 43.90569111% 2 Mar 2007 43.93513316% 2 Apr 2007 43.96483351% 2 May 2007 43.99479441% 2 Jun 2007 44.02501814% 2 Jul 2007 44.05550702% 2 Aug 2007 43.78775591% 2 Sep 2007 43.81878207% 2 Oct 2007 43.85008042% 2 Nov 2007 43.88165335% 2 Dec 2007 43.91350325% 2 Jan 2008 43.94563256% 2 Feb 2008 43.38102880% 2 Mar 2008 43.41372431% 2 Apr 2008 43.44670664% 2 May 2008 43.47997832% 2 Jun 2008 43.51354188% 2 Jul 2008 43.54739989% 2 Aug 2008 42.98453999% 2 Sep 2008 43.01899465% 2 Oct 2008 43.05375158% 2 Nov 2008 43.08881341% 2 Dec 2008 43.12418284% 2 Jan 2009 43.15986255% 2 Feb 2009 41.94585526% 2 Mar 2009 41.98216373% 2 Apr 2009 42.01879073% 2 May 2009 42.05573904% 2 Jun 2009 42.09301149% 2 Jul 2009 42.13061091% 2 Aug 2009 40.91854019% 2 Sep 2009 40.95680221% 2 Oct 2009 40.99539989% 2 Nov 2009 41.03433618% 2 Dec 2009 41.07361404% 2 Jan 2010 41.11323648% 2 Feb 2010 39.90320652% 2 Mar 2010 39.94352720% 2 Apr 2010 39.98420160% 2 May 2010 40.02523282% 2 Jun 2010 40.06662400% 2 Jul 2010 40.11659976% 2 Aug 2010 38.90872035% 2 Sep 2010 38.95121045% 2 Oct 2010 38.99407331% 2 Nov 2010 39.03731219% 2 Dec 2010 39.08093039% 2 Jan 2011 39.14146605% 2 Feb 2011 36.85376336% 2 Mar 2011 36.89853961% 2 Apr 2011 36.94370867% 2 May 2011 36.98927398% 2 Jun 2011 37.03523903% 2 Jul 2011 37.10312223% 2 Aug 2011 34.81780774% 2 Sep 2011 34.86499314% 2 Oct 2011 34.91259249% 2 Nov 2011 34.96060941% 2 Dec 2011 35.00904757% 2 Jan 2012 35.08446135% 2 Feb 2012 32.80166355% 2 Mar 2012 32.85138773% 2 Apr 2012 32.90154812% 2 May 2012 32.95214856% 2 Jun 2012 33.00319290% 2 Jul 2012 33.07376662% 2 Aug 2012 30.79362093% 2 Sep 2012 30.84602049% 2 Oct 2012 30.89887972% 2 Nov 2012 30.95220268% 2 Dec 2012 31.00599342% 2 Jan 2013 31.07178508% 2 Feb 2013 30.00712076% 2 Mar 2013 30.06233963% 2 Apr 2013 30.11804292% 2 May 2013 30.17423487% 2 Jun 2013 30.23091978% 2 Jul 2013 30.29963101% 2 Aug 2013 29.23791186% 2 Sep 2013 29.29610173% 2 Oct 2013 29.35480210% 2 Nov 2013 29.41401742% 2 Dec 2013 29.47375222% 2 Jan 2014 29.54554009% 2 Feb 2014 27.82461114% 2 Mar 2014 27.88593188% 2 Apr 2014 27.94779057% 2 May 2014 28.01019193% 2 Jun 2014 28.07314072% 2 Jul 2014 28.15156249% 2 Aug 2014 26.43390416% 2 Sep 2014 26.49852422% 2 Oct 2014 26.56371117% 2 Nov 2014 26.62946999% 2 Dec 2014 26.69580569% 2 Jan 2015 26.78107370% 2 Feb 2015 25.06686198% 2 Mar 2015 25.13495887% 2 Apr 2015 25.20365315% 2 May 2015 25.27295008% 2 Jun 2015 25.34285492% 2 Jul 2015 25.43172338% 2 Aug 2015 23.72114370% 2 Sep 2015 23.79290449% 2 Oct 2015 23.86529482% 2 Nov 2015 23.93832021% 2 Dec 2015 24.01198623% 2 Jan 2016 24.10464887% 2 Feb 2016 22.39789664% 2 Mar 2016 22.47351847% 2 Apr 2016 22.54980371% 2 May 2016 22.62675818% 2 Jun 2016 22.70438774% 2 Jul 2016 22.78269833% 2 Aug 2016 21.07997949% 2 Sep 2016 21.15967010% 2 Oct 2016 21.24005981% 2 Nov 2016 21.32115475% 2 Dec 2016 21.40296111% 2 Jan 2017 21.48548514% 2 Feb 2017 21.53345376% 2 Mar 2017 21.61743205% 2 Apr 2017 21.70214707% 2 May 2017 21.83558588% 2 Jun 2017 21.97031058% 2 Jul 2017 22.17360056% SCHEDULE 5 TO LEASE SCHEDULE OF NET SPECIALTY CASUALTY VALUES PART D Percentage of DATE Facility Cost 2 Oct 1989 17.36302830% 2 Nov 1989 17.70934318% 2 Dec 1989 18.05951559% 2 Jan 1990 18.37617315% 2 Feb 1990 21.37471734% 2 Mar 1990 21.75295015% 2 Apr 1990 22.13123944% 2 May 1990 22.48028600% 2 Jun 1990 22.83321995% 2 Jul 1990 23.15662757% 2 Aug 1990 28.61241175% 2 Sep 1990 29.04739218% 2 Oct 1990 29.45376284% 2 Nov 1990 29.86466088% 2 Dec 1990 30.28013675% 2 Jan 1991 30.49957751% 2 Feb 1991 30.88693075% 2 Mar 1991 31.27973629% 2 Apr 1991 31.66214197% 2 May 1991 32.01816778% 2 Jun 1991 32.37815749% 2 Jul 1991 32.71151658% 2 Aug 1991 33.04858601% 2 Sep 1991 33.38940711% 2 Oct 1991 33.70338299% 2 Nov 1991 34.02085221% 2 Dec 1991 34.34185366% 2 Jan 1992 34.63578801% 2 Feb 1992 34.93299131% 2 Mar 1992 35.23349999% 2 Apr 1992 35.52373362% 2 May 1992 35.79832537% 2 Jun 1992 36.07596939% 2 Jul 1992 36.33783057% 2 Aug 1992 36.60260143% 2 Sep 1992 36.87031438% 2 Oct 1992 37.12213307% 2 Nov 1992 37.37674879% 2 Dec 1992 37.63419266% 2 Jan 1993 38.75033759% 2 Feb 1993 38.99809515% 2 Mar 1993 39.24860375% 2 Apr 1993 39.49612558% 2 May 1993 39.72805659% 2 Jun 1993 39.96256132% 2 Jul 1993 40.18132945% 2 Aug 1993 40.40252389% 2 Sep 1993 40.62617158% 2 Oct 1993 40.83396085% 2 Nov 1993 41.04405325% 2 Dec 1993 41.25647435% 2 Jan 1994 41.45291107% 2 Feb 1994 41.65152356% 2 Mar 1994 41.85233595% 2 Apr 1994 42.05310391% 2 May 1994 42.23905557% 2 Jun 1994 42.42706511% 2 Jul 1994 42.60011541% 2 Aug 1994 42.77507907% 2 Sep 1994 42.95197730% 2 Oct 1994 43.11379159% 2 Nov 1994 43.27739314% 2 Dec 1994 43.44280174% 2 Jan 1995 43.59299743% 2 Feb 1995 43.74484999% 2 Mar 1995 43.89837775% 2 Apr 1995 44.05359923% 2 May 1995 44.19492163% 2 Jun 1995 44.33780098% 2 Jul 1995 44.46664294% 2 Aug 1995 44.59690198% 2 Sep 1995 44.72859374% 2 Oct 1995 44.84612248% 2 Nov 1995 44.96494128% 2 Dec 1995 45.08506434% 2 Jan 1996 45.19089450% 2 Feb 1996 45.29788337% 2 Mar 1996 45.40604366% 2 Apr 1996 45.51538827% 2 May 1996 45.61243749% 2 Jun 1996 45.71054644% 2 Jul 1996 45.79623400% 2 Aug 1996 45.88285386% 2 Sep 1996 45.97041625% 2 Oct 1996 46.04543874% 2 Nov 1996 46.12127368% 2 Dec 1996 46.19792993% 2 Jan 1997 46.26192373% 2 Feb 1997 46.32660606% 2 Mar 1997 46.39198437% 2 Apr 1997 46.45806623% 2 May 1997 46.50853778% 2 Jun 1997 46.55954581% 2 Jul 1997 46.59477462% 2 Aug 1997 49.24570144% 2 Sep 1997 49.33533214% 2 Oct 1997 49.40961450% 2 Nov 1997 49.48469817% 2 Dec 1997 49.56059189% 2 Jan 1998 49.62098299% 2 Feb 1998 49.68201941% 2 Mar 1998 49.74370812% 2 Apr 1998 49.80605613% 2 May 1998 49.85256255% 2 Jun 1998 49.89955808% 2 Jul 1998 49.93053991% 2 Aug 1998 49.96183683% 2 Sep 1998 49.99345210% 2 Oct 1998 50.00888096% 2 Nov 1998 50.02445030% 2 Dec 1998 50.04016138% 2 Jan 1999 50.05381703% 2 Feb 1999 50.06759248% 2 Mar 1999 50.08148877% 2 Apr 1999 50.09550698% 2 May 1999 50.10964816% 2 Jun 1999 50.12391340% 2 Jul 1999 50.13830379% 2 Aug 1999 50.15282041% 2 Sep 1999 50.16746439% 2 Oct 1999 50.18223683% 2 Nov 1999 50.19713888% 2 Dec 1999 50.21217165% 2 Jan 2000 50.22733629% 2 Feb 2000 50.24263398% 2 Mar 2000 50.25806587% 2 Apr 2000 50.27363313% 2 May 2000 50.28933696% 2 Jun 2000 50.30517855% 2 Jul 2000 50.32115912% 2 Aug 2000 50.33727990% 2 Sep 2000 50.35354207% 2 Oct 2000 50.36994693% 2 Nov 2000 50.38649569% 2 Dec 2000 50.40318963% 2 Jan 2001 50.42003003% 2 Feb 2001 50.43701815% 2 Mar 2001 50.45415531% 2 Apr 2001 50.47144281% 2 May 2001 50.48888197% 2 Jun 2001 50.50647412% 2 Jul 2001 50.52422060% 2 Aug 2001 50.54212276% 2 Sep 2001 50.56018197% 2 Oct 2001 50.57839962% 2 Nov 2001 50.59677707% 2 Dec 2001 50.61531576% 2 Jan 2002 50.63401707% 2 Feb 2002 50.65288244% 2 Mar 2002 50.67191333% 2 Apr 2002 50.69111115% 2 May 2002 50.71047739% 2 Jun 2002 50.73001353% 2 Jul 2002 50.74972106% 2 Aug 2002 50.76960147% 2 Sep 2002 50.78965629% 2 Oct 2002 50.80988703% 2 Nov 2002 50.83029527% 2 Dec 2002 50.85088253% 2 Jan 2003 50.87165041% 2 Feb 2003 49.36508181% 2 Mar 2003 49.38621567% 2 Apr 2003 49.40753492% 2 May 2003 49.42904120% 2 Jun 2003 49.45073615% 2 Jul 2003 49.47500704% 2 Aug 2003 47.96956566% 2 Sep 2003 47.99183661% 2 Oct 2003 48.01430292% 2 Nov 2003 48.03696633% 2 Dec 2003 48.05982856% 2 Jan 2004 48.08768927% 2 Feb 2004 47.87673486% 2 Mar 2004 47.90020407% 2 Apr 2004 47.92387918% 2 May 2004 47.94776197% 2 Jun 2004 47.97185429% 2 Jul 2004 47.99615796% 2 Aug 2004 48.02067484% 2 Sep 2004 48.04540680% 2 Oct 2004 48.07035571% 2 Nov 2004 48.09552351% 2 Dec 2004 48.12091210% 2 Jan 2005 48.14652340% 2 Feb 2005 48.15301083% 2 Mar 2005 48.17907346% 2 Apr 2005 48.20536475% 2 May 2005 48.23188667% 2 Jun 2005 48.25864127% 2 Jul 2005 48.28563058% 2 Aug 2005 48.29350809% 2 Sep 2005 48.32097301% 2 Oct 2005 48.34867887% 2 Nov 2005 48.37662780% 2 Dec 2005 48.40482190% 2 Jan 2006 48.43326334% 2 Feb 2006 48.17681749% 2 Mar 2006 48.20576014% 2 Apr 2006 48.23495670% 2 May 2006 48.26440939% 2 Jun 2006 48.29412046% 2 Jul 2006 48.32409218% 2 Aug 2006 48.06919001% 2 Sep 2006 48.09968990% 2 Oct 2006 48.13045736% 2 Nov 2006 48.16149473% 2 Dec 2006 48.19280438% 2 Jan 2007 48.22438870% 2 Feb 2007 47.93037946% 2 Mar 2007 47.96252037% 2 Apr 2007 47.99494325% 2 May 2007 48.02765056% 2 Jun 2007 48.06064480% 2 Jul 2007 48.09392850% 2 Aug 2007 47.80163354% 2 Sep 2007 47.83550376% 2 Oct 2007 47.86967113% 2 Nov 2007 47.90413824% 2 Dec 2007 47.93890771% 2 Jan 2008 47.97398221% 2 Feb 2008 47.35762311% 2 Mar 2008 47.39331571% 2 Apr 2008 47.42932142% 2 May 2008 47.46564300% 2 Jun 2008 47.50228322% 2 Jul 2008 47.53924488% 2 Aug 2008 46.92478949% 2 Sep 2008 46.96240249% 2 Oct 2008 47.00034547% 2 Nov 2008 47.03862131% 2 Dec 2008 47.07723293% 2 Jan 2009 47.11618328% 2 Feb 2009 45.79089199% 2 Mar 2009 45.83052874% 2 Apr 2009 45.87051321% 2 May 2009 45.91084845% 2 Jun 2009 45.95153754% 2 Jul 2009 45.99258358% 2 Aug 2009 44.66940637% 2 Sep 2009 44.71117575% 2 Oct 2009 44.75331155% 2 Nov 2009 44.79581700% 2 Dec 2009 44.83869533% 2 Jan 2010 44.88194982% 2 Feb 2010 43.56100045% 2 Mar 2010 43.60501719% 2 Apr 2010 43.64942008% 2 May 2010 43.69421250% 2 Jun 2010 43.73939787% 2 Jul 2010 43.79395474% 2 Aug 2010 42.47535305% 2 Sep 2010 42.52173807% 2 Oct 2010 42.56853003% 2 Nov 2010 42.61573247% 2 Dec 2010 42.66334901% 2 Jan 2011 42.72943377% 2 Feb 2011 40.23202500% 2 Mar 2011 40.28090574% 2 Apr 2011 40.33021530% 2 May 2011 40.37995743% 2 Jun 2011 40.43013594% 2 Jul 2011 40.50424177% 2 Aug 2011 38.00944012% 2 Sep 2011 38.06095084% 2 Oct 2011 38.11291347% 2 Nov 2011 38.16533194% 2 Dec 2011 38.21821026% 2 Jan 2012 38.30053697% 2 Feb 2012 35.80848271% 2 Mar 2012 35.86276494% 2 Apr 2012 35.91752336% 2 May 2012 35.97276218% 2 Jun 2012 36.02848558% 2 Jul 2012 36.10552856% 2 Aug 2012 33.61636952% 2 Sep 2012 33.67357237% 2 Oct 2012 33.73127703% 2 Nov 2012 33.78948793% 2 Dec 2012 33.84820948% 2 Jan 2013 33.92003205% 2 Feb 2013 32.75777350% 2 Mar 2013 32.81805410% 2 Apr 2013 32.87886352% 2 May 2013 32.94020640% 2 Jun 2013 33.00208743% 2 Jul 2013 33.07709719% 2 Aug 2013 31.91805378% 2 Sep 2013 31.98157772% 2 Oct 2013 32.04565896% 2 Nov 2013 32.11030235% 2 Dec 2013 32.17551284% 2 Jan 2014 32.25388126% 2 Feb 2014 30.37520049% 2 Mar 2014 30.44214230% 2 Apr 2014 30.50967137% 2 May 2014 30.57779286% 2 Jun 2014 30.64651195% 2 Jul 2014 30.73212238% 2 Aug 2014 28.85701204% 2 Sep 2014 28.92755561% 2 Oct 2014 28.99871803% 2 Nov 2014 29.07050474% 2 Dec 2014 29.14292121% 2 Jan 2015 29.23600546% 2 Feb 2015 27.36465766% 2 Mar 2015 27.43899677% 2 Apr 2015 27.51398802% 2 May 2015 27.58963717% 2 Jun 2015 27.66594995% 2 Jul 2015 27.76296469% 2 Aug 2015 25.89558187% 2 Sep 2015 25.97392073% 2 Oct 2015 26.05294685% 2 Nov 2015 26.13266623% 2 Dec 2015 26.21308497% 2 Jan 2016 26.31424168% 2 Feb 2016 24.45103717% 2 Mar 2016 24.53359100% 2 Apr 2016 24.61686905% 2 May 2016 24.70087768% 2 Jun 2016 24.78562328% 2 Jul 2016 24.87111234% 2 Aug 2016 23.01231094% 2 Sep 2016 23.09930653% 2 Oct 2016 23.18706529% 2 Nov 2016 23.27559394% 2 Dec 2016 23.36489921% 2 Jan 2017 23.45498794% 2 Feb 2017 23.50735369% 2 Mar 2017 23.59902999% 2 Apr 2017 23.69151055% 2 May 2017 23.83718125% 2 Jun 2017 23.98425572% 2 Jul 2017 24.20618061% Schedule U3S Schedule A-1 to Appendix A COLLATERAL TRUST INDENTURE dated as of July 1, 1997 among W3A FUNDING CORPORATION, ENTERGY LOUISIANA, INC. (formerly Louisiana Power & Light Company) and BANKERS TRUST COMPANY, as Trustee ___________ Providing for the Issuance from Time to Time of Securities To Be Issued in One or More Series Issuance of Securities in connection with the Lease of Three Undivided Interests in Unit No. 3 of the Waterford Steam Electric Generating Station St. Charles Parish, Louisiana W3A FUNDING CORPORATION ENTERGY LOUISIANA, INC. Reconciliation and tie between Indenture dated as of July 1, 1997 and Trust Indenture Act of 1939 Section Section of Act of Indenture 310(a)(1) 9.09 (2) 9.09 (3) 9.15(b)(2) (4) Inapplicable (5) 9.09 (b) 9.08, 9.10 (c) 9.13 311(a) 9.13 (b) 9.13 (c) Inapplicable 312(a) 10.01 (b) 10.01 (c) 10.01 313(a) 10.02 (b) 10.02 (c) 10.02 (d) 10.02 314(a) 10.02 (b) 5.06 (c)(1) 1.02 (2) 1.02 (3) 2.04(g)(i) (d)(1) 5.11 (2) Inapplicable (3) 2.04(g)(ii) (e) 1.02 315(a) 9.01, 9.03 (b) 9.02 (c) 9.01 (d)(1) 9.01 (2) 9.01 (3) 9.01 (e) 8.10 316(a)(1)(A) 8.07 (B) 8.08 (2) Inapplicable (a)(last sentence) 1.01 ("Outstanding") (b) 8.11 317(a)(1) 8.05(a) (2) 8.05(d) (b) 5.03 9.14(a) 318(a) 1.07 ____________________ Bond: This reconciliation and tie shall not, for any purpose, be deemed to constitute a part of the Indenture. COLLATERAL TRUST INDENTURE Collateral Trust Indenture, dated as of July 1, 1997, among W3A Funding Corporation, a Delaware corporation (the "Company"), having its principal office and mailing address at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, Entergy Louisiana, Inc. (formerly Louisiana Power & Light Company), a Louisiana corporation ("ELI"), having its principal office and mailing address at 639 Loyola Avenue, New Orleans, Louisiana 70113 and Bankers Trust Company, a New York banking corporation, not in its individual capacity but solely as trustee (hereinafter called the "Trustee") having its corporate trust office at Four Albany Street, New York, New York 10006. RECITALS Whereas, the Company has duly authorized the creation of an issue of its bonds, notes or other evidences of indebtedness to be issued in one or more series (the "Securities") up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture; and to secure the Securities and to provide for the authentication and delivery thereof by the Trustee, the Company has duly authorized the execution and delivery of this Indenture; and Whereas, all acts necessary to make this Indenture a valid instrument for the security of the Securities, in accordance with its and their terms, have been done; Now, Therefore, This Indenture Witnesseth, that, to secure the payment of the principal of and premium, if any, and interest on all the Securities authenticated and delivered hereunder and issued by the Company and outstanding, and the performance of the covenants therein and herein contained, and in consideration of the premises and of the covenants herein contained and of the purchase of the Securities by the holders thereof, and of the sum of one dollar ($1.00) paid to the Company by the Trustee at or before the delivery hereof, the receipt whereof is hereby acknowledged, the Company by these presents does grant, bargain, sell, release, convey, assign, pledge, transfer, mortgage, hypothecate and confirm unto the Trustee all and singular the following (which collectively are hereinafter called the "Pledged Property"), excluding, in any event, any moneys which are specifically stated herein not to constitute part of the Pledged Property, to wit: GRANTING CLAUSES All Pledged Lessor Bonds (as hereinafter defined) as shall be actually pledged and assigned by the Company to the Trustee pursuant to the Series Supplemental Indentures or other supplemental indentures to be executed and delivered as provided in this Indenture, together with the interest of the Company, if any, in the Lease Indentures (as hereinafter defined) securing said Pledged Lessor Bonds; and Any property, including cash, that may, from time to time, hereafter be subjected to the lien and/or pledge hereof by the Company or which, pursuant to any provision of this Indenture or any Series Supplemental Indenture or other supplemental indentures to be executed and delivered as provided in this Indenture, may become subjected to the lien and/or pledge hereof; and the Trustee is hereby authorized to receive the same at any time as additional security hereunder; such subjection to the lien hereof of any such property as additional security may be made subject to any reservations, limitations or conditions which shall be set forth in a written instrument executed by the Company and/or by the Trustee respecting the scope or priority of such lien and/or pledge or the use and disposition of such property or the proceeds thereof; To Have and to Hold the Pledged Property unto the Trustee and its successors and assigns forever subject to the terms of this Indenture, including, without limitation, Section 12.01; But In Trust, Nevertheless, for the equal and proportionate benefit and security of the holders from time to time of all the Securities authenticated and delivered hereunder and issued by the Company and outstanding, without any priority of any one Security over any other; And Upon The Trusts and subject to the covenants and conditions hereinafter set forth. ARTICLE ONE Definitions and Other Provisions of General Application Section 1.01. Definitions. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: (1) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular; (2) all other terms used herein which are defined in the Trust Indenture Act (as hereinafter defined), either directly or by reference therein, have the meanings assigned to them therein; (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles; (4) all reference in this Indenture to designated "Articles", "Sections" and other subdivisions are to the designated Articles, Sections and other subdivisions of this Indenture; and (5) the words "herein", "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. Certain terms, used principally in Article Nine, are defined in that Article. "Act", when used with respect to any Holder, has the meaning specified in Section 1.04. "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control", when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Authenticating Agent" means any Person acting as Authenticating Agent hereunder pursuant to Section 9.14. "Authorized Agent" means any Paying Agent or Security Registrar or Authenticating Agent or other agent appointed by the Trustee in accordance with this Indenture to perform any function which this Indenture authorizes the Trustee or such agent to perform. "Board of Directors" means, when used with respect to the Company, the board of directors of the Company and, when used with respect to ELI, the board of directors of ELI, or, in either case, any committee of that board duly authorized to act for it hereunder. "Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company or ELI, as the case may be, to have been duly adopted by the Board of Directors of such entity and to be in full force and effect on the date of such certification, and delivered to the Trustee. "Business Day" means any day other than a Saturday or Sunday or other day on which banks in New Orleans, Louisiana, New York, New York or any other city in which any Corporate Trust Office (as defined in the respective Lease Indentures) of a Lease Indenture Trustee is located, are authorized or obligated to be closed. "Change" with respect to any instrument means any consent, amendment, waiver, approval, notice or direction or the execution, grant or giving of any thereof. "Commission" means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, or if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such date. "Company" means the Person named as the "Company" in the first paragraph of this instrument until a successor corporation shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Company" shall mean such successor corporation. "Company Request" or "Company Order" means a written request or order, as the case may be, signed in the name of the Company by its President or one of its Vice Presidents, and by its Treasurer, Secretary, or one of its Assistant Treasurers or Assistant Secretaries, and delivered to the Trustee. "Corporate Trust Office" means the principal office of the Trustee at which at any particular time corporate trust business of the Trustee shall be administered, which at the date of this Indenture is Four Albany Street, New York, New York 10006, Attention: Corporate Trust & Agency Group-Public Utilities Group, or such other office as may be designated by the Trustee to the Company, ELI and each Securityholder. "ELI" shall mean Entergy Louisiana, Inc. (formerly Louisiana Power & Light Company), a Louisiana corporation, and its permitted successors and assigns. "ELI Request" means a written request or order, signed in the name of ELI by its President or one of its Vice Presidents or Assistant Vice Presidents and by its Treasurer or Secretary or one of its Assistant Treasurers or Assistant Secretaries or any authorized agent of ELI, and delivered to the Trustee. "Event of Default" has the meaning specified in Section 8.01. "Holder" or "Securityholder" means a Person in whose name a Security is registered in the Security Register. "Indenture" means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof. "Installment Payment Amount", when used with respect to any Security the principal of which is payable in installments without presentment or surrender, means the amount of the installment payment of principal due and payable on each Installment Payment Date other than the Stated Maturity date thereof. "Installment Payment Date", when used with respect to any Security the principal of which is payable in installments without presentment or surrender, means each date on which an installment payment of principal is due and payable on such Security, as set forth in the Series Supplemental Indenture creating the Securities of such series. "Lease" means each Lease identified in Exhibit A hereto, as such Lease may be amended or supplemented from time to time pursuant to the applicable provisions thereof; "Leases" means each and every Lease. "Lease Indenture" means each Lease Indenture identified in Exhibit A hereto, as such Lease Indenture may be amended or supplemented from time to time pursuant to the applicable provisions thereof; "Lease Indentures" means each and every Lease Indenture. "Lease Indenture Estate" shall mean the "Indenture Estate" as defined in each Lease Indenture. "Lease Indenture Trustee" means each Lease Indenture Trustee identified in Exhibit A hereto, until a successor Lease Indenture Trustee shall have become such pursuant to the applicable provisions of the Lease Indenture to which such Lease Indenture Trustee is a party, and thereafter "Lease Indenture Trustee" means the successor Lease Indenture Trustee; "Lease Indenture Trustees" means each and every Lease Indenture Trustee. "Lease Payments" with respect to any Lease shall mean amounts payable under such Lease in respect of (i) basic rent, (ii) casualty value, (iii) special casualty value, (iv) any amount determined by reference to casualty value or special casualty value or (v) any other amounts payable in connection with termination of such Lease, in each case as more fully described in and assigned pursuant to the related Lease Indenture; "Lease Payments" with respect to all Leases means the aggregate of Lease Payments under any and all Leases. "Lessor" or "Owner Trustee" means any Lessor or Owner Trustee identified in Exhibit A hereto, until a successor shall have become such pursuant to the applicable provisions of the related Trust Agreement identified in such schedule, and thereafter "Lessor" or "Owner Trustee" means such successor; "Lessors" or "Owner Trustees" means each and every Lessor or Owner Trustee. "Lessor Bond" means any bond issued by a Lessor under a Lease Indenture. "Lien of this Indenture" or "lien hereof" means the lien and security interest created by these presents, or created by any concurrent or subsequent conveyance to the Trustee (whether made by the Company or any other Person and whether pursuant to a Series Supplemental Indenture or otherwise), or otherwise created, making any property a part of the Pledged Property held by the Trustee for the benefit of the Securities Outstanding hereunder. "Obligor", when used with reference to the Securities or this Indenture, means ELI and any successor to the obligations of ELI under a Lease, and does not include the Trustee, a Lease Indenture Trustee, an Owner Trustee or an Owner Participant so long as they have not assumed such obligations; provided, however, that no reference to ELI as an Obligor herein shall be construed as implying any guaranty or assumption of the Securities or the obligations represented thereby by ELI. "Officers' Certificate" means a certificate signed by the President or any Vice President and the Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary of ELI, any Lessor or the Company, as the case may be, and delivered to the Trustee. "Opinion of Counsel" means a written opinion of counsel for any Person either expressly referred to herein or otherwise satisfactory to the Trustee which may include, without limitation, counsel to the Company, any Lessor, any Lease Indenture Trustee, any Owner Participant or ELI, whether or not such counsel is an employee of any of them. "Outstanding," when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except: (i) Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation; (ii) Securities or portions thereof deemed to have been paid within the meaning of Section 12.01 hereof; and (iii) Securities which have been paid pursuant to Section 2.09 or in exchange for or in lieu of which other Securities have been issued, authenticated and delivered pursuant to this Indenture, other than any Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; provided, however, that in determining whether or not the Holders of the requisite principal amount of the Securities Outstanding under this Indenture, or the Outstanding Securities of any series, have given any request, demand, authorization, direction, notice, consent or waiver hereunder or whether or not a quorum is present at a meeting of Holders, Securities owned by the Company or ELI, or any Affiliate of either thereof, unless such Persons own all Securities Outstanding under this Indenture, or all Outstanding Securities of each such series, as the case may be, shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver or upon any such determination as to the presence of a quorum, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded; provided, however, that Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is not the Company or ELI, or any Affiliate of either thereof. "Owner Participant" means any Owner Participant identified in Exhibit A hereto, until a transferee, successor or assignee thereof shall have become such pursuant to the applicable provisions of the Participation Agreement to which such Owner Participant is a party, and thereafter "Owner Participant" means such transferee, successor or assignee; "Owner Participants" means each and every Owner Participant. "Participation Agreement" means each Participation Agreement identified in Exhibit A hereto as such Participation Agreement may be amended from time to time pursuant to the applicable provisions thereof; "Participation Agreements" means each and every Participation Agreement. "Paying Agent" means any Person acting as Paying Agent hereunder pursuant to Section 9.14. "Person" means any individual, partnership, corporation, trust, unincorporated association or joint venture, a government or any department or agency thereof, or any other entity. "Place of Payment", when used with respect to the Securities of any series, means the office or agency maintained pursuant to Section 5.02 and such other place or places, if any, where the principal of and premium, if any, and interest on the Securities of such series are payable as specified in the Series Supplemental Indenture setting forth the terms of the Securities of such series. "Pledged Lessor Bond" means each Lessor Bond identified in a schedule to a Series Supplemental Indenture, as such Lessor Bond may be amended or supplemented from time to time pursuant to the applicable provisions thereof, of the related Lease Indenture and of this Indenture; "Pledged Lessor Bonds" means each and every Pledged Lessor Bond. "Pledged Property" has the meaning set forth in the Granting Clauses. "Predecessor Securities" of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; for the purposes of this definition, any Security authenticated and delivered under Section 2.09 in lieu of a lost, destroyed or stolen Security shall be deemed to evidence the same debt as the lost, destroyed or stolen Security. "Redeemed Securities" shall have the meaning specified in Section 7.02. "Redemption Date", when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture. "Redemption Price", when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture and the terms of such Security. "Regular Record Date" for the Stated Maturity of any installment of interest on the Securities of any series or for the Installment Payment Date of any installment of principal of the Securities and any series for which principal is payable from time to time without presentation or surrender means the 15th day (whether or not a Business Day) of the month preceding the month in which such Stated Maturity or Installment Payment Date, as the case may be, occurs, or any other date specified for such purpose in the Series Supplemental Indenture setting forth the terms of the Securities of such series. "Responsible Officer" shall mean when used with respect to the Trustee, any officer within the Corporate Trust Office of the Trustee including any Vice President, Assistant Vice President, Secretary, Assistant Secretary, Managing Director or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject. "Security" or "Securities" shall have the meaning set forth in the recitals hereto. "Security Register" has the meaning specified in Section 2.08. "Security Registrar" means any Person acting as Security Registrar hereunder pursuant to Section 9.14. "Series Supplemental Indenture" means an indenture supplemental to this Indenture, for the purpose of, among other things, specifying, in accordance with Article Two hereof, the form and terms of the Securities of any series and/or for the purpose of, among other things, subjecting to the Lien of this Indenture the Pledged Lessor Bonds related to such series; "Series Supplemental Indentures" means each and every Series Supplemental Indenture. "Sinking Fund" has the meaning specified in Section 7.02. "Sinking Fund Redemption Date" shall have the meaning specified in Section 7.02. "Sinking Fund Requirements" shall have the meaning specified in Section 7.02. "Special Record Date" for the payment of any defaulted interest or any defaulted Installment Payment Amount means a date fixed by the Trustee pursuant to Section 2.10. "Stated Maturity", when used with respect to the principal of any Security or any installment of interest thereon, means the date specified in such Security as the fixed date on which such principal or such installment of interest is due and payable; provided, however, that, with respect to any Security the principal of which is payable in installments without presentment or surrender, Stated Maturity shall mean the date specified in such Security as the fixed date on which the final payment of principal of such Security is due and payable. "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed, except as provided in Section 11.06. "Trustee" means the Person named as the "Trustee" in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean such successor Trustee. Section 1.02. Compliance Certificates and Opinions. Upon any application or request by the Company, any Lessor or ELI to the Trustee to take any action under any provision of this Indenture, the Company, such Lessor or ELI, as the case may be, shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than certificates provided pursuant to Section 10.02 herein) shall include: (a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions therein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (c) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. Section 1.03. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Company, of any Lessor or of ELI may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company, of any Lessor or of ELI, as the case may be, stating that the information with respect to such factual matters is in the possession of the Company, such Lessor or ELI, as the case may be, unless such counsel knows that the certificate or opinion or representations with respect to such matters are erroneous. Any Opinion of Counsel stated to be based on the opinion of other counsel shall be accompanied by a copy of such other opinion. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. Section 1.04. Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing or, alternatively, may be embodied in and evidenced by the record of Holders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders duly called and held in accordance with the provisions of Article Thirteen, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record, or both, are delivered to the Trustee and, where it is hereby expressly required, to the Company and to ELI. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments and so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 9.01) conclusive in favor of the Trustee, the Company and ELI, if made in the manner provided in this Section. The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 13.06. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or other such officer. If such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. (c) The principal amount and serial numbers of Securities held by any Person, and the date or dates of holding the same, shall be proved by the Security Register and the Trustee shall not be affected by notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall bind the Holder of every Security issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Security. (e) Until such time as written instruments shall have been delivered with respect to the requisite percentage of principal amount of Securities for the action contemplated by such instruments, any such instrument executed and delivered by or on behalf of the Holder of any Security may be revoked with respect to any or all of such Securities by written notice by such Holder or any subsequent Holder, proven in the manner in which such instrument was proven. (f) Securities of any series authenticated and delivered after any Act of Holders may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any action taken by such Act of Holders. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to such action may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. Section 1.05. Notices, etc., to Trustee, Company and ELI. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (a) the Trustee by any Holder, by the Company, by ELI or by an Authorized Agent shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, or (b) the Company by the Trustee, by any Holder, by ELI or by an Authorized Agent shall be sufficient for every purpose hereunder if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee and ELI by the Company for such purpose, or (c) ELI by the Trustee, by any Holder, by the Company or by an Authorized Agent shall be sufficient for every purpose hereunder if in writing and mailed, first-class postage prepaid, to ELI addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee and the Company by ELI for such purpose. Section 1.06. Notices to Holders; Waiver. Except as otherwise expressly provided herein, where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at such Holder's address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice to Holders, then such notification as shall be made by overnight courier at the expense of the Company shall constitute a sufficient notification for every purpose hereunder. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders, and any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given. Section 1.07. Conflict with Trust Indenture Act. If any provision of this Indenture limits, qualifies or conflicts with another provision hereof which is required to be included in this Indenture by, or is otherwise governed by, any provision of the Trust Indenture Act, such required or governed provision shall control; and if any provision hereof otherwise conflicts with the Trust Indenture Act, the Trust Indenture Act shall control. Section 1.08. Effect of Heading and Table of Contents. The Article and Section headings in this Indenture and the Table of Contents are for convenience only and shall not affect the construction hereof. Section 1.09. Successors and Assigns. All covenants, agreements, representations and warranties in this Indenture by the Company, ELI and the Trustee, shall bind and, to the extent permitted hereby, shall inure to the benefit of and be enforceable by their respective successors and assigns, whether so expressed or not. Section 1.10. Separability Clause. In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 1.11. Benefits of Indenture. Nothing in this Indenture or in the Securities, expressed or implied, shall give to any Person, other than the parties hereto and their successors hereunder, or the Holders of Securities as expressly provided herein, any benefit or any legal or equitable right, remedy or claim under this Indenture. Section 1.12. Governing Law. This Indenture and each Security are being and will be executed and delivered in the State of New York, shall be deemed to be contracts made in such State and for all purposes shall be construed in accordance with and governed by the laws of the State of New York, except to the extent that laws of other jurisdictions are mandatorily applicable. Section 1.13. Legal Holidays. In any case where any Redemption Date, Installment Payment Date or the Stated Maturity of principal of or any installment of interest on any Security, or any date on which any defaulted interest or principal is proposed to be paid, shall not be a Business Day, then (notwithstanding any other provision of this Indenture or such Security) payment of interest and/or principal and premium, if any, shall be due and payable on the next succeeding Business Day with the same force and effect as if made on or at such nominal Redemption Date, Stated Maturity, Installment Payment Date or date on which the defaulted interest or principal is proposed to be paid, and no interest shall accrue on the amount so payable for the period from and after such Redemption Date, Stated Maturity, Installment Payment Date or date for the payment of defaulted interest or principal, as the case may be. ARTICLE TWO The Securities Section 2.01. Form of Security to Be Established by Series Supplemental Indenture. The Securities of each series shall be substantially in the form (not inconsistent with this Indenture, including Section 2.05 hereof) established in the Series Supplemental Indenture relating to the Securities of such series. Section 2.02. Form of Trustee's Authentication. The Trustee's certificate of authentication on all Securities shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within mentioned Indenture. ________________________________________________ as Trustee By______________________________________________ Authorized Officer Dated Section 2.03. Amount Unlimited; Issuable in Series; Limitations on Issuance. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in one or more Series Supplemental Indentures, prior to the issuance of Securities of any series: (1) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities) and the form or forms of Securities of such series; (2) any limit upon the aggregate principal amount of the Securities of such series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Section 2.07, 2.08, 2.09, 6.06 or 11.07 and except for Securities which pursuant to Section 2.04 hereof, are deemed never to have been authenticated and delivered hereunder); (3) the date on which the principal of the Securities of such series is payable and the date or dates on or as of which the Securities of such series shall be dated, if other than as provided in Section 2.13; (4) the rate at which the Securities of such series shall bear interest, or the method by which such rate shall be determined, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and the Regular Record Date for the determination of Holders to whom interest is payable; and the basis of computation of interest, if other than as provided in Section 2.13; (5) if other than as provided in Section 5.02, the place or places where (1) the principal of and premium, if any, and interest on Securities of such series shall be payable, (2) Securities of such series may be surrendered for registration of transfer or exchange and (3) notices and demands to or upon the Company in respect of the Securities of such series and this Indenture may be served; and, if such is the case, the circumstances under which the principal of such Securities shall be payable without presentment or surrender; (6) the price or prices at which, the period or periods within which, and the terms and conditions upon which Securities of such series may be redeemed, in whole or in part, at the option of the Company; (7) the obligation, if any, of the Company to redeem, purchase or repay Securities of such series pursuant to any sinking fund, installment payment or analogous provisions or at the option of a Holder thereof and the price or prices at which and the period or periods within which, and the terms and conditions upon which, Securities of the series shall be redeemed, purchased or repaid in whole or in part, pursuant to such obligation; (8) if other than denominations of $1,000 and any multiple thereof, the denominations in which Securities of such series shall be issuable; (9) any other terms of Securities of such series (which terms shall not be inconsistent with the provisions of this Indenture); and (10) any trustees, authenticating or paying agents, warrant agents, transfer agents or registrars with respect to the Securities of such series. Concurrently with the initial authentication and delivery of the Securities of each series, the Company shall cause to be delivered to the Trustee Lessor Bonds (a) issued as separate series under one or more Lease Indentures, (b) payable as to principal on such dates and in such amounts that on the Stated Maturity of principal and each Sinking Fund Redemption Date or Installment Payment Date of such Securities there shall be payable on the Lessor Bonds an amount in respect of principal equal to the principal amount of such Securities then to mature or to be payable in installments of principal or be redeemed, (c) bearing interest at the same rate and payable at the same times, as the corresponding Securities of such series, (d) containing provisions for redemption, including redemption premiums, correlative to the provisions for redemption (other than pursuant to a Sinking Fund) of the Securities of such series and (e) registered in the name of the Trustee. Section 2.04. Authentication and Delivery of Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee shall thereupon authenticate and deliver such Securities in accor dance with such Company Order, without any further action by the Company. Subject to Section 9.14(b) hereof, no Security shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication, in the form provided for herein, executed manually by the Trustee and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee (and, if applicable, the Authenticating Agent) shall be entitled to receive, and (subject to Section 9.01) shall be fully protected in relying upon: (a) an executed Series Supplemental Indenture; (b) an Officers' Certificate of the Company (i) certifying as to resolutions of the Board of Directors of the Company authorizing the execution and delivery by the Company of such Series Supplemental Indenture and the issuance of such Securities and (ii) certifying that all conditions precedent under this Indenture to the Trustee's (or, if applicable, the Authenticating Agent's) authentication and delivery of such Securities have been complied with; (c) fully executed counterparts (but not the originals thereof) of (i) the Lease Indentures under which were issued the Pledged Lessor Bonds relating to the Securities of such series and (ii) the Leases relating to such Pledged Lessor Bonds; (d) the Pledged Lessor Bonds relating to the Securities of such series in an aggregate principal amount not less than the aggregate principal amount of such series of Securities proposed to be authenticated and delivered; (e) signed copies, either addressed to the Trustee or accompanied by statements that the Trustee may rely on such documents, of all certificates and opinions of counsel delivered (i) to the Company in connection with its receipt of the Pledged Lessor Bonds relating to the Securities of such series, (ii) to the Owner Trustee and/or the Lease Indenture Trustee in connection with the issuance of such Pledged Lessor Bonds, and (iii) to the extent not covered by such opinions, opinions of Counsel to the Company or ELI (x) to the effect that (1) the form or forms and the terms of such Securities have been established by a Series Supplemental Indenture as permitted by Sections 2.01 and 2.03 in conformity with the provisions of this Indenture, (2) such Securities, when authenticated and delivered by the Trustee (or, if applicable, the Authenticating Agent) and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company, except to the extent that the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws now or hereafter in effect relating to creditors' rights generally and (3) all requirements of the laws of the States of New York and Louisiana and of the General Corporation Law of the State of Delaware and of this Indenture, in respect of the execution and delivery by the Company of the Securities, have been complied with and (y) concerning such other matters as the Trustee may reasonably request; and (f) in circumstances where the Pledged Lessor Bonds relating to such series of Securities are executed and delivered for the purposes described in Section 8(f) of the Facility Lease, (i) a certificate of an independent public accountant (who shall not be an employee of the Company, or ELI or any Affiliate of either thereof) to the effect that the principal amount of Securities to be authenticated does not exceed the Undivided Interest Percentage (as defined in such Lease Indenture) of total cost (including allowance for funds used during construction, or any analogous amount, to the extent permitted by generally accepted accounting principles) of any related Capital Improvement (as defined in such Lease Indenture) financed with the proceeds of such Pledged Lessor Bonds and (ii) a certificate of an engineer, appraiser or other expert (who may be an officer or employee of ELI and who shall not be required to be independent, except as would be required by Section 314(d)(3) of the Trust Indenture Act) to the effect that the Undivided Interest Percentage of the fair value of any such Capital Improvement as of its respective date of incorporation or installation was not less than the Undivided Interest Percentage of the total cost (including allowance for funds used during construction, or any analogous amount, to the extent permitted by generally accepted accounting principles) of such Capital Improvement as of the date financed with the proceeds of such Pledged Lessor Bonds. Receipt by the Trustee of the Officers' Certificate referred to in clause (b) above shall be conclusively presumed for all purposes of this Indenture to establish that the documents referred to in such Officers' Certificate comply with the requirements of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.12 together with a written statement (which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits hereof. Section 2.05. Form and Denominations. The Securities of each series shall be in registered form and may have such letters, numbers or other marks of identification and such legends or endorsements thereon as may be required to comply with the rules of any securities exchange or to conform to any usage in respect thereof, or as may, consistently herewith, be prescribed by the Board of Directors of the Company or by the officers executing such Securities, as evidenced by their execution thereof. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution thereof. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided herein or in the Series Supplemental Indenture setting forth the terms of the Securities of such series. In the absence of any provision contained in any Series Supplemental Indenture, the Securities are issuable only in denominations of $1,000 and/or any integral multiple thereof. Section 2.06. Execution of Securities. The Securities shall be executed on behalf of the Company by its President or one of its Vice Presidents, under its corporate seal affixed thereto or reproduced thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any or all such officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time relevant to the authorization thereof the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. Section 2.07. Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order, the Trustee shall authenticate and deliver, temporary Securities of such series which are printed, lithographed, typewritten, photocopied or otherwise produced in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued (with or without the recital of specific redemption or sinking fund provisions) and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution thereof. If temporary Securities of any series are issued, the Company will cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company maintained for such purpose at the Place of Payment for such series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series the Company shall execute, and the Trustee shall authenticate and deliver in exchange therefor, definitive Securities of such series of authorized denominations and of like tenor and aggregate principal amount. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and of like tenor. Section 2.08. Registration, Transfer and Exchange. The Company shall cause to be kept at the office of the Security Registrar a register in which, subject to such reasonable regulations as the Company may prescribe, the Company shall provide for the registration of Securities and of registration of transfers and exchanges of Securities and, with respect to Securities of any series the principal of which is payable without presentation or surrender, the amount of the unpaid principal amount of such Securities. This register and, if there shall be more than one Security Registrar, the combined registers maintained by all such Security Registrars, are herein sometimes referred to as the "Security Register". Upon surrender for registration of transfer of any Security of any series at any office or agency maintained for such purpose pursuant to Section 5.02, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at any office or agency maintained for such purpose pursuant to Section 5.02. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same security and benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Security Registrar or any transfer agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and Security Registrar or any transfer agent, duly executed, by the Holder thereof or his attorney duly authorized in writing. Except as may be otherwise provided in the Series Supplemental Indenture relating to the Securities of any series, no service charge shall be made for any transfer or exchange of Securities, but the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Securities other than exchanges pursuant to Sections 2.07, 6.06 or 11.07 not involving any transfer. Neither the Company, the Trustee nor the Security Registrar shall be required (i) to execute and deliver, issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 6.02 or 7.02 and ending at the close of business on the day of such mailing or (ii) to issue, register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security selected for redemption in part. Section 2.09. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series, and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Trustee, the Company and ELI (a) evidence to their satisfaction of the ownership of and the destruction, loss or theft of any Security and (b) such security or indemnity as may be required by them to save any of them and any agent of any of them harmless, then, in the absence of notice to the Trustee, the Company or ELI that such Security has been acquired by a bona fide purchaser, the Company shall execute, and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series, and of like tenor and principal amount and bearing a number not contemporaneously outstanding. Notwithstanding the foregoing, in case any such mutilated, destroyed, lost or stolen security is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. Every new Security issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the security and benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. Section 2.10. Payment of Interest; Interest Rights Preserved. Interest on any Security which is payable, and is punctually paid or duly provided for, at any Stated Maturity of an installment of interest shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. At the option of the Company, payment of interest on any Security may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or in such other manner as shall be established in a Series Supplemental Indenture creating the series of which such Security is a part. Any Installment Payment Amount or any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, at any Installment Payment Date or any Stated Maturity of an installment of interest, as the case may be, shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder to the extent that the Company has elected to pay such defaulted interest or principal as provided in clause (a) or (b) below: (a) The Company may elect, which election shall be at the direction of any Owner Trustee whose Pledged Lessor Bond is in default in respect of the payment of interest or principal and which is proposing to make payment of all or part of such defaulted interest or principal, to make payment of any defaulted interest or principal to the Persons in whose names the Securities of such series in respect of which interest is in default (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such defaulted interest or principal, which shall be fixed in the following manner. Such Owner Trustee shall notify the Trustee and, if other than the Trustee, the Paying Agent, in writing of the amount of defaulted interest or principal proposed to be paid on each such Security and the date of the proposed payment, and at the same time there shall be deposited with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or principal, as the case may be, or there shall be made arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest or principal as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such defaulted interest or principal which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company, ELI and the Security Registrar of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such defaulted interest or principal and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of such series at the address of such Holder as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such defaulted interest or principal and the Special Record Date therefor having been mailed as aforesaid, such defaulted interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (b). (b) The Company may make, or cause to be made, payment of any defaulted Installment Payment Amount or any defaulted interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities in respect of which such principal or interest is in default may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this paragraph, such payment shall be deemed practicable by the Trustee. Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security, and each such Security shall bear interest from whatever date shall be necessary so that neither gain nor loss in interest shall result from such registration of transfer, exchange or replacement. Section 2.11. Persons Deemed Owners. The Person in whose name any Security is registered shall be deemed to be the owner of such Security for the purpose of receiving payment of principal of and premium, if any, and (subject to Section 2.10) interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, regardless of any notice to anyone to the contrary. Section 2.12. Cancellation. All Securities surrendered for payment, redemption, credit against any Sinking Fund payment or registration of transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee for cancellation. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, or which the Company shall not have issued, and all Securities so delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section, except as expressly permitted by this Indenture. All Securities canceled by the Trustee shall be disposed of in accordance with the customary practice of the Trustee, and the Trustee shall promptly deliver a certificate of disposition to the Company, unless, by a timely Company Order, the Company shall direct that canceled Securities be disposed of otherwise. The Trustee shall promptly deliver written evidence of any cancellation of a Security in accordance with this Section 2.12 to the Company. Section 2.13. Dating of Securities; Computation of Interest. (a) Except as otherwise provided in the Series Supplemental Indenture creating a series of Securities, each Security of any series shall be dated the date of its authentication. (b) Except as otherwise provided in the Series Supplemental Indenture creating a series of Securities, interest on the Securities of each series shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Section 2.14. Source of Payments; Rights and Liabilities of Lessors, Owner Participants and Lease Indenture Trustees. Except as otherwise specifically provided in this Indenture, all payments of principal and premium, if any, and interest to be made in respect of the Securities or under this Indenture shall be made only from Pledged Property or the income and proceeds received by the Trustee therefrom. Each Holder, by its acceptance of a Security shall be deemed to have agreed that (a) it will look solely to the Pledged Property or the income and proceeds received by the Trustee therefrom to the extent available for distribution to such Holder as herein provided and (b) none of any Owner Participant, any Owner Trustee, any Lease Indenture Trustee or the Trustee is liable to any Holder or, in the case of any Owner Participant, Owner Trustee or Lease Indenture Trustee, to the Trustee for any amounts payable under any Security or, except as provided herein with respect to the Trustee, for any liability under this Indenture. No Owner Participant, Owner Trustee or Lease Indenture Trustee shall have any duty or responsibility under this Indenture or the Securities to any Holder or to the Trustee. Section 2.15. Application of Proceeds from the Sale of Securities. The Company shall pay, or cause to be paid, the proceeds of the issuance and sale of the Securities of each series to each Lease Indenture Trustee under a Lease Indenture under which Pledged Lessor Bonds shall have been issued and delivered to the Trustee in connection with the issuance of such Securities, for the account of the related Owner Trustee which issued such Pledged Lessor Bonds, each such Lease Indenture Trustee to receive an amount equal to the aggregate principal amount of such Pledged Lessor Bonds issued under such Lease Indenture. Section 2.16. Principal Amount of Securities Payable Without Presentment or Surrender. All references in this Indenture to the principal amount of any Security shall, when used with respect to Securities of any series the principal of which is payable without presentation or surrender, mean the unpaid principal amount thereof, except that, for purposes of Sections 2.07, 2.08, 2.09 and 6.06 of this Indenture, principal amount shall, when used with respect to any such Security, refer to the original principal amount thereof prior to the payment of any Installment Payment Amounts. Notwithstanding anything herein or in any Security to the contrary, with respect to each Security of any series the principal of which is payable without presentation or surrender, the unpaid principal amount thereof recorded on the Security Register shall be controlling as to the remaining unpaid principal amount thereof. ARTICLE THREE Provisions as to Pledged Property Section 3.01. Holding of Pledged Securities. The Trustee is authorized in its discretion to cause to be registered (as to principal) in its name, as Trustee, or in the name of its nominee, any and all coupon bonds which it may receive as part of the Pledged Property, or it may cause the same to be exchanged for registered bonds without coupons of any denomination. The Trustee is authorized in its discretion to cause to be registered in its name, as Trustee, or in the name of its nominee, any and all registered bonds which it may receive as part of the Pledged Property, or may cause such registered bonds to be exchanged for coupon bonds. The Company will deliver promptly to the Trustee such documents, certificates and opinions as the Trustee may reasonably request in connection with subjection of any securities to the lien of this Indenture to the extent contemplated hereby. Section 3.02. Disposition of Payments on Pledged Property. Unless and until all Outstanding Securities have been paid in full or provision for the payment of such Securities has been made in accordance with this Indenture, the Trustee shall be entitled to receive all principal, premium, if any, and interest paid in respect of any Pledged Lessor Bonds and interest paid on bonds or other obligations or indebtedness which may be subject to the lien of this Indenture and shall apply the same to the payment of the principal of and premium, if any, and interest on the Securities when and as they become due and payable pursuant to, and in accordance with, this Indenture. The Trustee shall duly note on the schedules attached to the Pledged Lessor Bonds or by other appropriate means all payments of principal, premium, if any, and interest made on the Pledged Lessor Bonds. Section 3.03. Exercise of Rights and Powers Under Pledged Lessor Bonds and Lease Indentures. The Trustee shall not take any action as the holder of the Pledged Lessor Bonds to direct any Lease Indenture Trustee in any respect or to vote any Pledged Lessor Bond or any portion thereof except as specified in this Section. The Trustee shall give notice to the Holders of the occurrence of any event of default or default under any Lease Indenture, and of every Event of Loss, Deemed Loss Event or Financial Event occurring under a Lease (as such terms are therein defined), but only to the extent the same shall actually be known by a Responsible Officer. The Trustee may, at any time, and shall, upon the written request of any Lease Indenture Trustee made to the Trustee to give any direction or to vote its interest in the Pledged Lessor Bonds, request from Holders directions as to (a) whether or not to direct such Lease Indenture Trustee to take or refrain from taking any action which holders of Pledged Lessor Bonds have the option to direct and (b) how to vote any Pledged Lessor Bond if a vote has been called for with respect thereto. In addition, any Holder may at any time request the Trustee to direct, or to participate in the direction of, any action under any Lease Indenture to the extent that the Trustee may do so under such Lease Indenture. Upon receiving from Holders any written directions as to the taking or the refraining from taking, of any action, or the voting of any Pledged Lessor Bond, the Trustee shall specify to the related Lease Indenture Trustee the principal amount of the Pledged Lessor Bond which is in favor of the action or vote, the principal amount of the Pledged Lessor Bond which is opposed to the action or vote, and the principal amount of the Pledged Lessor Bond which is not taking any position for the action or vote. Such principal amounts shall be determined by allocating to the total principal amount of the Pledged Lessor Bonds with respect to which direction is to be given the proportionate principal amount of Securities taking corresponding positions or not taking any position, based on the aggregate principal amount of Outstanding Securities. Section 3.04. Certain Actions in Case of Judicial Proceedings. In case all or any part of the property of any Lessor or any other Person which may be deemed an obligor in respect of the Pledged Lessor Bonds shall be sold at any judicial or other involuntary sale, the Trustee shall receive any portion of the proceeds of such sale payable in respect of the Pledged Property, and such proceeds shall be held as provided in Section 3.05. Section 3.05. Cash Held by Trustee Treated as a Deposit. Any and all cash held by the Trustee under any provision of this Indenture shall be treated by the Trustee, until required to be paid out hereunder, as a deposit, in trust, without any liability for interest. ARTICLE FOUR Withdrawal of Collateral Section 4.01. Withdrawal of Collateral. Except as provided in Section 4.02, none of the Pledged Property shall be subject to withdrawal unless and until all Outstanding Securities have been paid in full or provision for such payment has been made in accordance with the terms of this Indenture and the Trustee shall have received the documents and opinions required by Section 4.02 or Article Twelve. Section 4.02. Reassignment of Pledged Lessor Bonds upon Payment. Upon receipt of payment in full of the principal of and premium, if any, and interest on any Pledged Lessor Bond held by the Trustee, the Trustee shall deliver to the Company said Pledged Lessor Bond and any instrument of transfer or assignment necessary to reassign to the Company said Pledged Lessor Bond and the interest of the Company, if any, in the Lease Indenture relating thereto; provided, however, that nothing herein contained shall prevent the Trustee from presenting any Pledged Lessor Bond to the related Lease Indenture Trustee for final payment in accordance with the applicable provisions of the related Lease Indenture. ARTICLE FIVE Covenants Section 5.01. Payment of Principal, Premium, if any, and Interest. The Company shall duly and punctually pay, or cause to be paid, the principal of and premium, if any, and interest on the Securities in accordance with the terms of the Securities and this Indenture, subject, however, to Section 2.14 hereof. Section 5.02. Maintenance of Office or Agency. The Company will maintain in the Borough of Manhattan, The City of New York, and in such other Places of Payment as shall be specified for the Securities of any series, an office or agency where Securities may be presented or surrendered for payment of principal, premium, if any, and interest, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of Securities and this Indenture may be served. The Corporate Trust Office is hereby initially designated as one such office or agency. The Company will give prompt written notice to the Trustee, and prompt notice to the Holders in the manner specified in Section 1.06, of the location, and of any change in the location, of each such office or agency. If at any time the Company shall fail to maintain any such office or agency, or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency for such purposes in each Place of Payment for such Securities in accordance with the requirements set forth above. The Company shall give prompt written notice to the Trustee, and prompt notice to the Holders in the manner specified in Section 1.06, of any such designation or rescission and of any change in the location of any such other office or agency. Section 5.03. Money for Security Payments to be Held in Trust. All moneys deposited with the Trustee or with any Paying Agent for the purpose of paying the principal of or premium (if any) or interest on Securities shall be deposited and held in trust for the benefit of the Holders of the Securities entitled to such principal, premium (if any) or interest, subject to the provisions of this Indenture. Moneys so deposited and held in trust shall not be a part of the Pledged Property but shall constitute a separate trust fund for the benefit of the Holders of the relevant Securities. The Company may at any time direct any Paying Agent to pay to the Trustee all sums held in trust by such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by such Paying Agent, and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent in trust for the payment of the principal of or premium, if any, or interest on any Security and remaining unclaimed for two years (or such lesser period as may be required by law to give effect to this provision) after such principal, premium or interest has become due and payable shall be paid to the Company on Company Request (to the extent such monies shall have been deposited by the Company) or to any other Person on its written request (to the extent such monies shall have been deposited by such other Person), and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company or such other Person, as the case may be, for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall, at the expense of the Company or, to the extent such monies are to be paid to another Person, such other Person, cause to be published once, in an Authorized Newspaper in The City of New York and each other city, if any, in which a Place of Payment is located, notice that such money remains unclaimed and that, after a date specified herein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company or such other Person. As used herein, "Authorized Newspaper" means a newspaper, in an official language of the country of publication or in the English language, customarily published on each Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in The City of New York and each other city, if any, in which a Place of Payment is located. In case by reason of the suspension of publication of any Authorized Newspapers or by reason of any other cause it shall be impracticable to publish any notice as herein provided, then such notification as shall be given with the approval of the Trustee shall constitute sufficient notice. Section 5.04. Maintenance of Corporate Existence. The Company, at its own cost and expense, will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises, except as otherwise specifically permitted in this Indenture, provided, however, that the Company shall not be required to preserve any right or franchise if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof will not have any material adverse effect on the Holders of the Securities. Section 5.05. Protection of Pledged Property. The Company and ELI will from time to time execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments as shall be necessary to (i) make more effective the pledge and assignment hereunder of all or any portion of the Pledged Property, (ii) maintain or preserve the lien of this Indenture or carry out more effectively the purposes hereof, (iii) perfect, publish notice of or protect the validity of any grant made or to be made by this Indenture, (iv) enforce any of the Securities, or (v) preserve and defend title to any Securities or other instrument included in the Pledged Property and the rights of the Trustee, and of the Holders, in such Securities or other instrument against the claims of all persons and parties. Each of the Company and ELI hereby designates the Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required pursuant to this Section and provided to it for its execution. The Trustee shall have no duty to monitor the necessity of filing any such financing statement, continuation statement or other instrument referred to in this Section. Section 5.06. Opinions as to Pledged Property. Promptly after the execution and delivery of this Indenture and of each Series Supplemental Indenture or other supplemental indenture or other instrument of further assurance, the Company shall furnish to the Trustee such Opinion or Opinions of Counsel as the Trustee may reasonably request stating that, in the opinion of such Counsel, this Indenture and all such Series Supplemental Indentures, other supplemental indentures and other instruments of further assurance have been properly recorded, filed, re-recorded and re-filed to the extent necessary to make effective the lien intended to be created by this Indenture, and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, and stating that all financing statements and continuation statements have been executed and filed that are then necessary fully to preserve and protect the rights of the Holders and the Trustee, or stating that, in the opinion of such Counsel, no such action is necessary to make such lien effective. On or before May 1, in each calendar year, beginning with the first calendar year commencing more than three months after the date of authentication and delivery of any Securities, the Company shall furnish to the Trustee such Opinion or Opinions of Counsel as are reasonably satisfactory to the Trustee, either stating that, in the opinion of such Counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any Series Supplemental Indenture and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is then necessary to maintain the lien and security interest created by this Indenture with respect to the Pledged Property and reciting the details of such action or stating that, in the opinion of such Counsel, no such action is then necessary to maintain such lien and security interest. Such Opinion or Opinions of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any Series Supplemental Indenture and any other requisite documents and the execution and filing of and financing statements and continuation statements that will, in the opinion of such Counsel, be required to maintain the lien of this Indenture with respect to the Pledged Property until in the following calendar year. Section 5.07. Performance of Obligations. Neither the Company nor ELI will take or omit to take any action the taking or omission of which would release any Person from any of such Person's covenants or obligations under instruments included in the Pledged Property, or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effective ness of, any such instrument, except as expressly provided in this Indenture or such instrument. Section 5.08. Negative Covenants. During such time as any Security issued hereunder is Outstanding, the Company will not: (a) sell, transfer, exchange or otherwise dispose of any portion of the Pledged Property except as expressly permitted by this Indenture; (b) (i) engage in any business or activity (A) other than in connection with, or relating to, the issuance of Securities pursuant to this Indenture and application of the proceeds thereof as herein provided or (B) which would cause the Company to be an "investment company" within the meaning of the Investment Company Act of 1940, as amended or (ii) amend Article Third, Fourth or Sixth of its Certificate of Incorporation as in effect on the date of execution and delivery of this Indenture; notwithstanding the foregoing, however, the Company may, with respect to the Securities of one or more series enter into credit or liquidity support facilities (including, but without limitation, bank letters of credit, bank lines of credit, surety bonds and bonds of insurance); (c) issue bonds, notes or other evidences of indebtedness other than (A) Securities issued hereunder or (B) evidences of indebtedness permitted by clause (b) above; (d) assume or guarantee any indebtedness of any Person; (e) dissolve or liquidate in whole or in part; (f) take any action which would (i) permit the validity or effectiveness of this Indenture or the pledge and assignment of any of the Pledged Property to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenant or obligation under this Indenture, (ii) permit any lien, charge, security, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Pledged Property or any part thereof or any interest therein or the proceeds thereof or (iii) permit the lien of this Indenture not to constitute a valid first priority security interest in the Pledged Property; or (g) institute any proceedings to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Code or any other applicable federal or state law or law of the District of Columbia, or consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or any substantial part of its property, or make an assignment for the benefit of its creditors, or admit in writing its inability to pay its debts generally as they become due, or take any corporate action in furtherance of the foregoing. Section 5.09. Annual Statement as to Compliance. (a) Each of ELI and the Company shall deliver to the Trustee, not less often than annually, a brief certificate from its principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of its compliance with all conditions and covenants under this Indenture. For purposes of this paragraph (a), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. (b) Each of ELI and the Company shall deliver to the Trustee, promptly after having obtained knowledge thereof, written notice of any Event of Default under Section 8.01 or event which with the giving of notice or lapse of time, or both, would become an Event of Default. Section 5.10. Delivery of Certificate of Independent Public Accountant. ELI shall cause to be delivered to the Trustee any certificate of an independent certified public accountant (who shall not be an employee of the Company, ELI or any Affiliate of either of them) delivered to any Lease Indenture Trustee pursuant to Section 11.01(a) of any Lease Indenture. Section 5.11. Delivery of Certificate of Engineer, Appraiser or Other Expert. In connection with any release from the security and other interest created by any Lease Indenture of a portion of the Lease Indenture Estate (as defined in such Lease Indenture) pursuant to Section 13.01 and 13.02 of such Lease Indenture, at its own expense ELI shall cause to be delivered to the Trustee a certificate of an engineer, appraiser or other expert as to the fair value of any portion of the Lease Indenture Estate to be released from the lien of such Lease Indenture and such certificate shall state that in the opinion of the Person making the same the proposed release will not impair the security under such Lease Indenture in contravention of the provisions thereof. If the fair value of the portion of the Lease Indenture Estate to be released and all other portions of the Lease Indenture Estate released since the commencement of the then current calendar year, as set forth in the certificate required pursuant to this Section 5.11, is 10% or more of the aggregate principal amount of Securities at the time Outstanding, such certificate shall be made by an independent engineer, appraiser or other expert; provided, however, that a certificate of an independent engineer, appraiser or other expert shall not be required in the case of any release of portions of the Lease Indenture Estate if the fair value thereof as set forth in the certificate or opinion required by this Section 5.11 is less than $25,000 or less than 1% of the aggregate principal amount of Securities at the time Outstanding. ARTICLE SIX Redemption of Securities Section 6.01. Applicability of Article. Securities of any series which are redeemable before their Stated Maturity of principal shall be redeemable in accordance with their terms and (except as otherwise specified in the Series Supplemental Indenture creating such series) in accordance with this Article. Section 6.02. Election to Redeem; Notice to Trustee. The election of the Company to redeem any Securities otherwise than through a Sinking Fund shall be evidenced by a Company Order. The Company shall, at least 45 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), deliver to the Trustee a Company Order specifying such Redemption Date and the series and principal amount of Securities to be redeemed. In the case of any redemption of Securities (a) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture or (b) pursuant to an election of the Company which is subject to a condition specified in the terms of such Securities, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with such restriction or condition. The election by ELI to terminate a Lease pursuant to Section 13(f) or (g) or Section 14 thereof, or Section 16(d)(5) of the related Participation Agreement, shall constitute an election by the Company to redeem Securities (but shall not relieve the Company of its obligation hereunder to deliver to the Trustee the Company Order herein provided for) subject, however, except in the case of a termination pursuant to Section 14 of such Lease, to the right of ELI to assume the Lessor Bonds related to such Lease on the Lease termination date, in which event there shall be no redemption of Securities solely as a consequence of such termination. Section 6.03. Selection by Trustee of Securities to be Redeemed. (a) If any Lease is to be terminated pursuant to Section 13(f) or (g) or Section 14 thereof, or Section 16(d)(5) of the related Participation Agreement, and all Lessor Bonds issued under the related Lease Indenture are to be prepaid, the Company shall redeem Securities which (i) are of the series corresponding to the series of Pledged Lessor Bonds to be so prepaid and (ii) have amounts of principal payable on Stated Maturities and Sinking Fund Redemption Dates or Installment Payment Dates which correspond to the amounts and dates for the payment of the principal of such Pledged Lessor Bonds plus any accrued interest to the Redemption Date, such redemption of Securities to be made on the date on which such Lessor Bonds are to be so prepaid. (b) If less than all the Securities are to be redeemed otherwise than as contemplated in subsection (a) of this Section 6.03 and otherwise than through a Sinking Fund, the particular Securities to be redeemed shall be selected from the series and Stated Maturities, and in the principal amounts, designated to the Trustee in the Company Order required by Section 6.02. (c) Subject to the provisions of subsections (a) and (b) of this Section 6.03, if less than all the Securities of any series are to be redeemed, the particular Securities to be redeemed shall be selected not more than 45 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by lot in such manner as shall provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of such series or any integral multiple thereof) of the principal amount of Securities of such series of a denomination larger than the minimum authorized denomination for Securities of such series except as otherwise specified in the Series Supplemental Indenture creating such series; provided, however, that if the Company, ELI or an Affiliate or nominee of either thereof shall be the Holder of Securities of any series to be redeemed through a Sinking Fund, the Trustee, if so directed in a Company Order or ELI Order, as the case may be, shall first select such Securities for redemption. Any such Company Order or ELI Order shall state that such redemption is in accordance with Section 9(b)(3)(iv) of each Participation Agreement. If more than one Lease is to be terminated pursuant to Section 13(f) or (g) or Section 14 thereof, or Section 16(d)(5) of the related Participation Agreement, and the Lessor Bonds relating to each such Lease are to be prepaid on the same date, the Trustee shall separately designate the Securities to be redeemed in respect of each such Lease termination. The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Securities selected to be redeemed in part, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed. Section 6.04. Notice of Redemption. Notice of redemption (including Sinking Fund redemption) shall be given in the manner provided in Section 1.06 to the Holders of Securities to be redeemed not less than 20 nor more than 60 days prior to the Redemption Date. All notices of redemption shall state: (a) the Redemption Date, (b) the Redemption Price, (c) if less than all the Outstanding Securities of any series are to be redeemed, the identification of the particular Securities to be redeemed, including the series and Stated Maturity of principal, and the portion of the principal amount of any Security to be redeemed in part, (d) that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date, (e) the place or places where such Securities are to be surrendered for payment of the Redemption Price, and (f) that the redemption is pursuant to the operation of a Sinking Fund, if such is the case. With respect to any notice of redemption of Securities otherwise than through a Sinking Fund, unless, upon the giving of such notice, such Securities shall be deemed to have been paid in accordance with Section 12.01, such notice shall state that such redemption shall be conditional upon the receipt by the Trustee, on or prior to the date fixed for such redemption, of money sufficient to pay the principal of and premium, if any, and interest on such Securities and that if such money shall not have been so received, such notice shall be of no force or effect and the Company shall not be required to redeem such Securities. In the event that such notice of redemption contains such a condition and such money is not so received, the redemption shall not be made and within a reasonable time thereafter notice shall be given, in the manner in which the notice of redemption was given, that such money was not so received and such redemption was not required to be made. Notice of redemption of Securities to be redeemed at the election of the Company, and any notice of non-satisfaction of a condition for redemption as aforesaid, shall be given by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company. Section 6.05. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, and the conditions, if any, set forth in such notice having been satisfied, the Securities or portions thereof so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless, in the case of an unconditional notice of redemption, the Company shall default in the payment of the Redemption Price and accrued interest) such Securities or portions thereof shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with such notice, such Security or portion thereof shall be paid at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that any installment of interest on any Security the Stated Maturity of which installment is on or prior to the Redemption Date shall be payable to the Holder of such Security, or one or more Predecessor Securities, registered as such at the close of business on the related Regular Record Date according to the terms of such Security and subject to the provisions of Section 2.10. Section 6.06. Securities Redeemed in Part. Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series, of any authorized denomination requested by such Holder and of like tenor and in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. ARTICLE SEVEN Sinking Funds Section 7.01. Applicability of Article. The provisions of this Article shall be applicable to any sinking fund for the retirement of the Securities of any series except as otherwise specified in the Series Supplemental Indenture creating the Securities of such series. Section 7.02. Sinking Funds for Securities. Any Series Supplemental Indenture may provide for a sinking fund for the retirement of the Securities of the series created thereby (herein called a "Sinking Fund") in accordance with which the Company will be required to redeem on the dates set forth therein (hereinafter called "Sinking Fund Redemption Dates") Securities of principal amounts set forth therein (hereinafter called "Sinking Fund Requirements"). If there shall have been a redemption, otherwise than through a Sinking Fund, of less than all the Securities of a series to which a Sinking Fund is applicable (such redeemed Securities being hereinafter called the "Redeemed Securities"), the Sinking Fund Requirements relating to the Securities of such series for each Sinking Fund Redemption Date thereafter shall be deemed to have been satisfied to the extent of an amount equal to the quotient resulting from the division of (A) the product of (w) the principal amount of the Redeemed Securities and (x) such Sinking Fund Requirement by (B) the sum of (y) the aggregate principal amount of Securities of such series then Outstanding (after giving effect to such redemption) and (z) the principal amount of such Redeemed Securities; provided, however, that the remaining Sinking Fund Requirements determined as set forth in this paragraph shall be rounded to the nearest integral multiple of the minimum authorized denomination for Securities of such series, subject to necessary adjustment so that the aggregate principal amount of such satisfaction of Sinking Fund Requirements shall be equal to the aggregate principal amount of such Redeemed Securities, such adjustment to such Sinking Fund Requirements to be made in the inverse order of the respective Sinking Fund Redemption Dates corresponding thereto and; provided, further, that, notwithstanding the provisions of the foregoing proviso, any such adjustment shall be made in a manner such that, after giving effect thereto, the provisions of clause (b) of the last paragraph of Section 2.03 hereof shall continue to be complied with. Particular Securities to be redeemed through a Sinking Fund shall be selected in the manner provided in Section 6.03, and notice of such redemption shall be given in the manner provided in Section 6.04. ARTICLE EIGHT EVENTS OF DEFAULT; REMEDIES Section 8.01. Events of Default. "Events of Default", wherever used herein, means any one of the following events: (a) failure to pay any interest on any Security when it becomes due and payable, and the continuation of such failure for a period of 10 days; or (b) failure to pay principal of or premium, if any, on any Security when it becomes due and payable, whether at its Stated Maturity of principal, on any applicable Redemption Date or Installment Payment Date or at any other time, and the continuation of such failure for a period of 10 days; or (c) failure on the part of either the Company or ELI to perform or observe any covenant or agreement herein to be performed or observed by it, and the continuation of such failure for a period of 30 days after notice thereof shall have been given to the Company or ELI, as the case may be, by the Trustee, or to the Company or ELI, as the case may be, and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities, specifying such failure and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; provided, however, that the continuation of such failure for a period of 30 days or more after such notice has been so given (but in no event for a period which is greater than one year after such notice has been given) shall not constitute an Event of Default if (i) such failure can be remedied but cannot be remedied within such 30 days, (ii) the Company or ELI, as the case may be, is diligent in pursuing a remedy of such failure and (iii) such failure does not impair in any respect the lien and security interest created hereby; or (d) the occurrence of an "Event of Default" under any Lease Indenture; or (e) the entry of a decree or order by a court having jurisdiction in the premises adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under the United States Bankruptcy Code or any other applicable federal or state law or law of the District of Columbia, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuation of any such decree or order unstayed and in effect for a period of 75 consecutive days; or (f) the institution by the Company of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under the United States Bankruptcy Code or any other applicable federal or state law or law of the District of Columbia, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action. Section 8.02. Acceleration of Maturity; Rescission and Annulment. Upon the occurrence of an Event of Default, (a) if such Event of Default is one referred to in clause (a), (b), (c), (e) or (f) of Section 8.01, the Trustee may, and upon the direction of the Holders of not less than a majority in principal amount of the Securities Outstanding, shall, and (b) if such Event of Default is the one referred to in clause (d) of Section 8.01 (including without limitation an event of default under any Lease which has resulted in an Event of Default referred to in clause (a) or (b) of Section 8.01) under circumstances in which the related Pledged Lessor Bonds have been declared immediately due and payable, the Trustee, shall declare the principal of all the Securities to be due and payable immediately, by a notice in writing to the Company and ELI, and upon any such declaration such principal shall become immediately due and payable; provided that no such declaration shall be made (and no action under Section 8.03 or 8.05 shall be taken) in cases in which the Event of Default is one referred to in clause (a) or (b) of Section 8.01 which resulted directly from a failure of ELI to make any payment of rent under any Lease until such time as the Lessor under such Lease has been given the opportunity to exercise its rights under Section 7.16 of the related Lease Indenture. At any time after such a declaration of acceleration has been made and before any sale of the Pledged Property, or any part thereof, shall have been made pursuant to any power of sale as hereinafter in this Article provided, the Holders of a majority in principal amount of the Securities Outstanding, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if (1) there shall have been paid to or deposited with the Trustee a sum sufficient to pay (A) all overdue installments of interest on all Securities, (B) the principal of and premium, if any, on any Securities which have become due otherwise than by such declaration of acceleration and interest thereon at the respective rates provided in the Securities for late payments of principal or premium, (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest at the respective rates provided in the Securities for late payments of interest, and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and (2) all Events of Default, other than the non-payment of the principal of Securities which have become due solely by such acceleration, have been cured or waived as provided in Section 8.08. No such rescission shall affect any subsequent default or impair any right consequent thereon. If a declaration of acceleration shall have been rescinded and annulled as provided in the next preceding paragraph, and if, prior to such rescission and annulment, the maturity of the Pledged Lessor Bonds issued under any Lease Indenture had been accelerated as a result of an "Event of Default" thereunder, the Trustee, as the holder of such Pledged Lessor Bonds, shall direct the Lease Indenture Trustee under such Lease Indenture to rescind and annul such acceleration of such Pledged Lessor Bonds and to terminate any proceedings to enforce remedies under such Lease Indenture and the related Lease. Section 8.03. Trustee's Power of Sale of Pledged Property; Notice Required; Power to Bring Suit. If an Event of Default shall have occurred and be continuing, subject to the provisions of Sections 8.06 and 8.07 and the proviso to the first paragraph of Section 8.02, the Trustee, by such officer or agent as it may appoint, may: (1) sell, to the extent permitted by law, without recourse, for cash or credit or for other property, for immediate or future delivery, and for such price or prices and on such terms as the Trustee in its discretion may determine, the Pledged Property as an entirety, or in any such portions as the Holders of a majority in aggregate principal amount of the Securities then Outstanding shall request by an Act of Holders, or, in the absence of such request, as the Trustee in its discretion shall deem expedient in the interest of the Securityholders, at public or private sale; and/or (2) proceed by one or more suits, actions or proceedings at law or in equity or otherwise or by any other appropriate remedy to enforce payment of the Securities or Pledged Lessor Bonds, or to foreclose this Indenture or to sell the Pledged Property under a judgment or decree of a court or courts of competent jurisdiction, or by the enforcement of any such other appropriate legal or equitable remedy, as the Trustee, being advised by counsel, shall deem most effectual to protect and enforce any of its rights or powers or any of the rights or powers of the Holders. In the event that the Trustee shall deem it advisable to sell any or all of the Pledged Property in accordance with the provisions of this Section, the Company and ELI agree that if registration of any such Pledged Property shall be required, in the opinion of counsel for the Trustee, under the Securities Act of 1933, as amended, or other applicable law, and regulations promulgated thereunder, and if ELI shall not effect, or cause to be effected, such registration promptly, the Trustee may sell any such Pledged Property at a private sale, and no Person shall attempt to maintain that the prices at which such Pledged Property is sold are inadequate by reason of the failure to sell at public sale, or hold the Trustee liable therefor. Section 8.04. Incidents of Sale of Pledged Property. Upon any sale of all or any part of the Pledged Property made either under the power of sale given under this Indenture or under judgment or decree in any judicial proceedings for foreclosure or otherwise for the enforcement of this Indenture, the following shall be applicable: (1) Securities Due and Payable. The principal of and premium, if any, and accrued interest on the Securities, if not previously due, shall immediately become and be due and payable. (2) Trustee Appointed Attorney of Company to Make Conveyances. The Trustee is hereby irrevocably appointed the true and lawful attorney of the Company, in its name and stead, to make all necessary deeds, bills of sale and instruments of assignment, transfer or conveyance of the property thus sold, and for that purpose the Trustee may execute all such documents and instruments and may substitute one or more persons with like power. The Company hereby ratifies and confirms all that its said attorneys, or such substitute or substitutes, shall lawfully do by virtue hereof. (3) Company to Confirm Sales and Conveyances. If so requested by the Trustee or by any purchaser, the Company shall ratify and confirm any such sale or transfer by executing and delivering to the Trustee or to such purchaser or purchasers all proper deeds, bills of sale, instruments of assignment, conveyance or transfer and releases as may be designated in any such request. (4) Holders and Trustee May Purchase Pledged Property. Any Holder or the Trustee may bid for and purchase any of the Pledged Property and, upon compliance with the terms of sale, may hold, retain, possess and dispose of such Pledged Property in his or its own absolute right without further accountability. (5) Purchaser at Sale May Apply Securities to Purchase Price. Any purchaser at any such sale may, in paying the purchase price, deliver any of the Securities then Outstanding in lieu of cash and apply to the purchase price the amount which shall, upon distribution of the net proceeds of such sale, after application to the costs of the action and any other sums which the Trustee is authorized to deduct under this Indenture, be payable on such Securities so delivered in respect of principal, premium, if any, and interest. In case the amount so payable on such Securities shall be less than the amount due thereon, duly executed and authenticated Securities shall be delivered in exchange therefor to the Holder thereof for the balance of the amount due on such Securities so delivered by such Holder. (6) Receipt of Trustee Shall Discharge Purchaser. The receipt of the Trustee or of the officer making such sale under judicial proceedings shall be a sufficient discharge to any purchaser for his purchase money, and, after paying such purchase money and receiving such receipt, such purchaser or his personal representative or assigns shall not be obliged to see to the application of such purchase money, or be in any way answerable for any loss, misapplication or non-application thereof. (7) Sale To Divest Rights of Company in Property Sold. Any such sale shall operate to divest the Company of all right, title, interest, claim and demand whatsoever, either at law or in equity or otherwise, in and to the Pledged Property so sold, and shall be a perpetual bar both at law and in equity or otherwise against the Company, and its successors and assigns, and any and all persons claiming or who may claim the Pledged Property sold or any part thereof from, through or under the Company, or its successors and assigns. (8) Application of Moneys Received upon Sale. Any moneys collected by the Trustee upon any sale made either under the power of sale given by this Indenture or under judgment or decree in any judicial proceedings for foreclosure or otherwise for the enforcement of this Indenture, shall be applied as provided in Section 8.12. Section 8.05. Judicial Proceedings Instituted by Trustee. (a) Trustee May Bring Suit. If there shall be a failure to make payment of the principal of any Security at its Stated Maturity or upon Sinking Fund redemption, declaration of accelera tion or otherwise,or if there shall be a failure to pay the premium, if any, or interest on any Security when the same becomes due and payable, then the Trustee, if any such failure shall continue for 15 days, in its own name, and as trustee of an express trust, shall be entitled, and empowered subject to the proviso to the first paragraph of Section 8.02, to institute any suits, actions or proceedings at law, in equity or otherwise, for the collection of the sums so due and unpaid on the Securities, and may prosecute any such claim or proceeding to judgment or final decree, and may enforce any such judgment or final decree and collect the moneys adjudged or decreed to be payable in any manner provided by law, whether before or after or during the pendency of any proceedings for the enforcement of the Lien of this Indenture, or of any of the Trustee's rights or the rights of the Security holders under this Indenture, and such power of the Trustee shall not be affected by any sale hereunder or by the exercise of any other right, power or remedy for the enforcement of the provisions of this Indenture or for the foreclosure of the lien hereof. (b) Trustee May Recover Unpaid Indebtedness after Sale of Pledged Property. In the case of a sale of the Pledged Property and of the application of the proceeds of such sale to the payment of the indebtedness secured by this Indenture, the Trustee in its own name, and as trustee of an express trust, shall be entitled and empowered, by any appropriate means, legal, equitable or otherwise, to enforce payment of, and to receive all amounts then remaining due and unpaid upon, all or any of the Securities, for the benefit of the Holders thereof, and upon any other portion of the indebtedness remaining unpaid, with interest at the rates specified in the respective Securities on the overdue principal of, and premium, if any, and (to the extent that payment of such interest is legally enforceable) on the overdue installments of interest. (c) Recovery of Judgment Does Not Affect Lien of this Indenture or Other Rights. No recovery of any such judgment or final decree by the Trustee and no levy of any execution under any such judgment upon any of the Pledged Property, or upon any other property, shall in any manner or to any extent affect the Lien of this Indenture upon any of the Pledged Property, or any rights, powers or remedies of the Trustee, or any liens, rights, powers or remedies of the Holders, but all such liens, rights, powers and remedies shall continue unimpaired as before. (d) Trustee May File Proofs of Claim; Appointment of Trustee as Attorney-in-Fact in Judicial Proceedings. The Trustee in its own name, or as trustee of an express trust, or as attorney-in-fact for the Holders, or in any one or more of such capacities (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand for the payment of overdue principal, premium, if any, or interest), shall be entitled and empowered to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and of the Holders (whether such claims be based upon the provisions of the Securities or of this Indenture) allowed in any equity, receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization or any other judicial proceedings relative to the Company or any obligor on the Securities (within the meaning of the TIA), the creditors of the Company or any such obligor, the Pledged Property or any other property of the Company or any such obligor, and any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel (it being agreed by the parties hereto that such amounts shall be considered administrative expenses for the purposes of any bankruptcy proceeding). The Trustee is hereby irrevocably appointed (and the successive respective Holders of the Securities, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) the true and lawful attorney-in-fact of the respective Holders, with authority to (i) make and file in the respective names of the Holders (subject to deduction from any such claims of the amounts of any claims filed by any of the Holders themselves), any claim, proof of claim or amendment thereof, debt, proof of debt or amendment thereof, petition or other document in any such proceedings and to receive payment of any amounts distributable on account thereof, (ii) execute any such other papers and documents and to do and perform any and all such acts and things for and on behalf of such Holders, as may be necessary or advisable in order to have the respective claims of the Trustee and of the Holders against the Company or any such obligor, the Pledged Property or any other property of the Company or any such obligor allowed in any such proceeding and (iii) receive payment of or on account of such claims and debt; provided, however, that nothing contained in this Indenture shall be deemed to give to the Trustee any right to accept or consent to any plan of reorganization or otherwise by action of any character in any such proceeding to waive or change in any way any right of any Securityholder. Any moneys collected by the Trustee under this Section shall be applied as provided in Section 8.12. (e) Trustee Need Not Have Possession of Securities. All rights of action and of asserting claims under this Indenture or under any of the Securities enforceable by the Trustee may be enforced by the Trustee without possession of any of such Securities or the production thereof at the trial or other proceedings relative thereto. (f) Suit To Be Brought for Ratable Benefit of Holders. Any suit, action or other proceeding at law, in equity or otherwise which shall be instituted by the Trustee under any of the provisions of this Indenture shall be for the equal, ratable and common benefit of all the Holders, subject to the provisions of this Indenture. (g) Trustee May Be Restored to Former Position and Rights in Certain Circumstances. In case the Trustee shall have proceeded to enforce any right under this Indenture by suit, foreclosure or otherwise and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, then in every such case, the Company, ELI and the Trustee shall be restored without further act to their respective former positions and rights hereunder, and all rights, remedies and powers of the Trustee shall continue as though no such proceedings had been taken. Section 8.06. Holders May Demand Enforcement of Rights by Trustee. If an Event of Default shall have occurred and shall be continuing, the Trustee shall, upon the written request of the Holders of a majority in aggregate principal amount of the Securities then Outstanding and upon the offering of security or indemnity as provided in Section 9.03(e), but subject in all cases to the provisions of Section 3.03 and the proviso to the first paragraph of Section 8.02, proceed to institute one or more suits, actions or proceedings at law, in equity or otherwise, or take any other appropriate remedy, to enforce payment of the principal of or premium (if any) or interest on the Securities or Pledged Lessor Bonds or to foreclose this Indenture or to sell the Pledged Property under a judgment or decree of a court or courts of competent jurisdiction or under the power of sale herein granted, or take such other appropriate legal, equitable or other remedy, as the Trustee, being advised by counsel, shall deem most effectual to protect and enforce any of the rights or powers of the Trustee or the Securityholders, or, in case such Securityholders shall have requested a specific method of enforce ment permitted hereunder, in the manner requested, provided that such action shall not be otherwise than in accordance with law and the provisions of this Indenture, and the Trustee, subject to such indemnity provisions, shall have the right to decline to follow any such request if the Trustee in good faith shall determine that the suit, proceeding or exercise of the remedy so requested would involve the Trustee in personal liability or expense. Section 8.07. Control by Holders. The Holders of not less than a majority in principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, provided that (1) such direction shall not be in conflict with any rule of law or with this Indenture, and (2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. Section 8.08. Waiver of Past Defaults. The Holders of not less than a majority in principal amount of the Outstanding Securities may on behalf of the Holders of all the Securities waive any past default hereunder and its consequences, except that only the Holders of all Securities affected thereby may waive a default (1) in the payment of the principal of or premium, if any, or interest on such Securities or (2) in respect of a covenant or provision hereof which under Article Eleven cannot be modified or amended without the consent of the Holder of each Outstanding Security affected. Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. Section 8.09. Proceedings Instituted by Holder. A Holder shall not have the right to institute any suit, action or proceeding at law or in equity or otherwise for the foreclosure of this Indenture, for the appointment of a receiver or for the enforcement of any other remedy under or upon this Indenture, unless: (1) such Holder previously shall have given written notice to the Trustee of a continuing Event of Default; (2) the Holders of at least 25% in aggregate principal amount of the Securities then Outstanding shall have requested the Trustee in writing to institute such action, suit or proceeding and shall have offered to the Trustee indemnity as provided in Section 9.03(e); (3) the Trustee shall have refused or neglected to institute any such action, suit or proceeding for 60 days after receipt of such notice, request and offer of indemnity; and (4) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of Outstanding Securities. It is understood and intended that no one or more of the Holders shall have any right in any manner whatever hereunder or under the Securities to (i) surrender, impair, waive, affect, disturb or prejudice the Lien of this Indenture on any property subject thereto or the rights of the Holders of any other Securities, (ii) obtain or seek to obtain priority or preference over any other such Holder or (iii) enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all the Holders subject to the provisions of this Indenture. Section 8.10. Undertaking To Pay Court Costs. All parties to this Indenture, and each Holder by his acceptance of a Security, shall be deemed to have agreed that any court may in its discretion require, in any suit, action or proceeding for the enforcement of any right or remedy under this Indenture, or in any suit, action or proceeding against the Trustee for any action taken or omitted by it as Trustee hereunder, the filing by any party litigant in such suit, action or proceeding of an undertaking to pay the costs of such suit, action or proceeding, and that such court may, in its discretion, assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, action or proceeding, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided, however, that the provisions of this Section shall not apply to (a) any suit, action or proceeding instituted by the Trustee, (b) any suit, action or proceeding instituted by any Holder or group of Holders holding in the aggregate more than 10% in aggregate principal amount of the Securities then Outstanding or (c) any suit, action or proceeding instituted by any Holder for the enforcement of the payment of the principal of or premium, if any, or interest on any of the Securities, on or after the respective due dates expressed therein. Section 8.11. Right of Holders To Receive Payment Not To Be Impaired. Anything in this Indenture to the contrary notwithstanding, the right of any Holder of any Security to receive payment of the principal of and premium, if any, and interest on such Security, on or after the respective due dates expressed in such Security (or, in case of redemption, on the Redemption Date fixed for such Security), or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. Section 8.12. Application of Moneys Collected by Trustee. Any moneys collected or to be applied by the Trustee pursuant to this Article, together with any other moneys which may then be held by the Trustee under any of the provisions of this Indenture as security for the Securities (other than moneys at the time required to be held for the payment of specific Securities at their Stated Maturities or at a time fixed for the redemption thereof) shall be applied in the following order from time to time, on the date or dates fixed by the Trustee and, in the case of a distribution of such moneys on account of principal, premium, if any, or interest upon presentation of the several Outstanding Securities, and stamping thereon of payment, if only partially paid, and upon surrender thereof, if fully paid: First: to the payment of all taxes, assessments or liens prior to the Lien of this Indenture, except those subject to which any sale shall have been made, all reasonable costs and expenses of collection, including the reasonable costs and expenses of handling the Pledged Property and of any sale thereof pursuant to the provisions of this Article and of the enforcement of any remedies hereunder or under any Lease Indenture, and to the payment of all amounts due the Trustee or any predecessor Trustee under Section 9.07, or through the Trustee by any Holder or Holders; Second: in case the principal of the Outstanding Securities or any of them shall not have become due, to the payment of any interest in default, in the order of the maturity of the installments of such interest, with interest at the rates specified in the respective Securities in respect of overdue payments (to the extent that payment of such interest shall be legally enforceable) on the overdue installments thereof; Third: in case the principal of any of but not all the Outstanding Securities shall have become due at their Stated Maturities, on a Redemption Date or otherwise, first to the payment of accrued interest in the order of the maturity of the installments thereof with interest at the respective rates specified in the Securities in respect of payments on overdue principal, premium, if any, and (to the extent that payment of such interest shall be legally enforceable) on overdue installments of interest, and next to the payment of the principal of all Securities then due; Fourth: in case the principal of all the Outstanding Securities shall have become due at their Stated Maturities, by declaration, on a Redemption Date or otherwise, to the payment of the whole amount then due and unpaid upon the Securities then Outstanding for principal, premium, if any, and interest, together with interest at the respective rates specified in the Securities in respect of overdue payments on principal, premium, if any, and (to the extent that payment of such interest shall be legally enforceable) on overdue installments of interest; and Fifth: in case the principal of all the Securities shall have become due at their Stated Maturities, by declaration, upon redemption or otherwise, and all of such Securities shall have been fully paid, together with all interest (including any interest on overdue payments) and premium, if any, thereon, any surplus then remaining shall be paid to the Company, its successors or assigns, or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct; provided, however, that all payments to be made pursuant to this Section shall be made ratably to the persons entitled thereto, without discrimination or preference. Section 8.13. Securities Held by Certain Persons Not To Share in Distribution. Any Securities actually known to a Responsible Officer of the Trustee to be owned or held by, or for the account or benefit of, the Company, ELI, or any Affiliate of either thereof shall not be entitled to share in any payment or distribution provided for in this Article until all Securities held by other Persons have been paid in full and all amounts owing to the Trustee (including without limitation, fees and expenses of its counsel) pursuant to the Indenture or otherwise have been paid in full. Section 8.14. Waiver of Appraisement, Valuation, Stay, Right to Marshalling. To the extent it may lawfully do so, each of the Company and ELI, for itself and for any Person who may claim through or under it, hereby: (1) agrees that neither it nor any such Person will set up, plead, claim or in any manner whatsoever take advantage of, any appraisement, valuation, stay, extension or redemption laws, now or hereafter in force in any jurisdiction, which may delay, prevent or otherwise hinder (i) the performance or enforcement or foreclosure of this Indenture, (ii) the sale of any of the Pledged Property or (iii) the putting of the purchaser or purchasers thereof into possession of such property immediately after the sale thereof: (2) waives all benefit or advantage of any such laws; (3) waives and releases all rights to have the Pledged Property marshalled upon any foreclosure, sale or other enforcement of this Indenture; and (4) consents and agrees that all the Pledged Property may at any such sale be sold by the Trustee as an entirety. Section 8.15. Remedies Cumulative; Delay or Omission Not a Waiver. Every remedy given hereunder to the Trustee or to any of the Holders shall not be exclusive of any other remedy or remedies, and every such remedy shall be cumulative and in addition to every other remedy given hereunder or now or hereafter given by statute, law, equity or otherwise. The Trustee may exercise all or any of the powers, rights or remedies given to it hereunder or which may now or hereafter be given by statute, law, or equity or otherwise, in its absolute discretion. No course of dealing between the Company or ELI and the Trustee or the Holders or any delay or omission of the Trustee or of any Holder to exercise any right, remedy or power accruing upon any Event of Default shall impair any such right, remedy or power or shall be construed to be a waiver of any such Event of Default or of any right of the Trustee or of the Holders or acquiescence therein, and, subject to the provisions of Section 8.07, every right, remedy and power given by this Article to the Trustee or to the Holders may be exercised from time to time and as often as may be deemed expedient by the Trustee or by the Holders. ARTICLE NINE The Trustee Section 9.01. Certain Duties and Responsibilities. (a) The Trustee shall have and be subject to all the duties and responsibilities specified with respect to an indenture trustee in the Trust Indenture Act. (b) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (c) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. Section 9.02. Notice of Defaults. In addition to its obligation to give notice to Holders as provided in Section 3.03, the Trustee shall give the Holders notice of default hereunder in the manner and to the extent required to do so by the Trust Indenture Act, unless such default shall have been cured or waived; provided, however, that in the case of any default of the character specified in Section 8.01(c) no such notice to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term "default" means any event which is, or after notice or lapse of time or both would become, an Event of Default. Section 9.03. Certain Rights of Trustee. Subject to the provisions of Section 9.01 and to the applicable provisions of the Trust Indenture Act: (a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting in reliance upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of the Company or ELI mentioned herein shall be sufficiently evidenced by a Company Request or Company Order, or an ELI Request or ELI Order, in the case of a request or direction of either the Company or ELI, as the case may be, and any resolution of the Board of Directors of the Company or ELI may be sufficiently evidenced by a Board Resolution of the Company or ELI, as the case may be; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers' Certificate of the Company or ELI; (d) the Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company or ELI, personally or by agent or attorney at the sole cost and expense of the Company or ELI, as the case may be; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, attorney, custodian or nominee appointed with due care by it hereunder; (h) the Trustee shall not be charged with knowledge of any Event of Default with respect to the Securities of any series for which it is acting as Trustee unless either (i) a Responsible Officer of the Trustee assigned to the Corporate Trust & Agency Group of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of the Event of Default or (ii) written notice of such Event of Default shall have been given to the Trustee by the Company, any other obligor on such Securities or by any Holder of such Securities; and (i) In the event that the Trustee is also acting as Paying Agent or Security Registrar hereunder, the rights and protections afforded to the Trustee pursuant to this Article Nine shall also be afforded to such Paying Agent or Security Registrar. Section 9.04. Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except the certificates of authentication, shall not be taken as the statements of the Trustee, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture, the Pledged Property or the Securities, except that the Trustee hereby represents and warrants that this Indenture has been executed and delivered by one of its officers who is duly authorized to execute and deliver such document on its behalf. The Trustee shall not be accountable for the use or application by the Company of Securities or the proceeds thereof. Section 9.05. May Hold Securities. The Trustee, any Paying Agent, any Security Registrar, any Authenticating Agent or any other agent of the Company or ELI, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 9.08 and 9.13, may otherwise deal with the Company and ELI with the same rights it would have if it were not Trustee, Paying Agent, Security Registrar or such other agent. Section 9.06. Funds May Be Held by Trustee or Paying Agent. Any monies held by the Trustee or the Paying Agent hereunder as part of the Pledged Property may, until paid out by the Trustee or the Paying Agent as herein provided, be carried by the Trustee or the Paying Agent on deposit with itself, and neither the Trustee nor the Paying Agent shall have any liability for interest upon any such monies. Section 9.07. Compensation and Reimbursement of Trustee and Authorized Agents. Each of the Company and ELI shall be liable, jointly and severally, to: (a) pay, or cause to be paid, to each of the Trustee and any Authorized Agent (or any co-trustee or additional trustee contemplated by Section 9.15 hereof) from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (b) reimburse, or cause to be reimbursed, each of the Trustee and any Authorized Agent (or any co-trustee or additional trustee contemplated by Section 9.15 hereof) upon its request for all expenses, disbursements and advances incurred or made by it in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its own negligence, willful misconduct or bad faith; and (c) indemnify, or cause to be indemnified, each of the Trustee, any predecessor Trustee and any Authorized Agent (or any co-trustee or additional trustee contemplated by Section 9.15 hereof) for, and hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust under Section 12.03. Section 9.08. Disqualification; Conflicting Interests. If the Trustee shall have or acquire any conflicting interest within the meaning of the Trust Indenture Act, it shall either eliminate such conflicting interest or resign to the extent, in the manner and with the effect, and subject to the conditions, provided in the Trust Indenture Act and this Indenture. Section 9.09. Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder which shall be: (a) a corporation organized and doing business under the laws of the United States of America, any State or Territory thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by Federal or State authority, or (b) if and to the extent permitted by the Commission by rule, regulation or order upon application, a corporation or other Person organized and doing business under the laws of a foreign government, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 or the U.S. Dollar equivalent of the applicable foreign currency and subject to supervision or examination by authority of such foreign government or a political subdivision thereof substantially equivalent to supervision or examination applicable to United States institutional trustees, and, in either case, qualified and eligible under this Article and the Trust Indenture Act. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of such supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. No obligor upon the Securities or person directly or indirectly controlling, controlled by, or under common control with such obligor shall serve as Trustee upon such Securities. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. Section 9.10 Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 9.11. (b) The Trustee may resign at any time by giving written notice thereof to the Company and ELI. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Company, ELI and the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. (c) The Trustee may be removed at any time by an Act of the Holders of a majority in principal amount of the Outstanding Securities, delivered to the Trustee, the Company and ELI. (d) If at any time: (i) the Trustee shall fail to comply with Section 9.08 after written request therefor by any Owner Trustee, the Company, ELI or by any Holder who has been a bona fide Holder of a Security for at least six months, or (ii) the Trustee shall cease to be eligible under Section 9.09 and shall fail to resign after written request therefor by any Lessor or by any such Securityholder, or (iii) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (i) ELI, acting after consultation with the Company, may remove the Trustee by Board Resolution or (ii) subject to Section 8.10, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, ELI, acting after consultation with the Company, shall promptly appoint by Board Resolution a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company, ELI and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by ELI. If no successor Trustee shall have been so appointed by ELI, acting after consultation with the Company, or by the Holders, and accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. (f) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities as their names and addresses appear in the Security Register. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. (g) No Trustee under the Indenture shall be personally liable for any action or omission of any successor Trustee. Section 9.11. Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Company, ELI and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of any Owner Trustee, the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 9.07. Upon request of any such successor Trustee, ELI and the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts. No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article. Section 9.12. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenti cated with the same effect as if such successor Trustee had itself authenticated such Securities. Section 9.13. Preferential Collection of Claims against any Obligor. If the Trustee shall be or become a creditor of any obligor (within the meaning of the Trust Indenture Act) upon the Securities, the Trustee shall be subject to any and all applicable provisions of the Trust Indenture Act regarding the collection of claims against such obligor. Section 9.14. Authorized Agents. (a) There shall at all times hereunder be a Paying Agent authorized by the Company to pay the principal of and premium, if any, and interest on any Securities and a Security Registrar for the purpose of registration of transfer and exchange of Securities. The Trustee is hereby initially appointed as Paying Agent and Security Registrar hereunder. The Company may appoint one or more Paying Agents. Any Paying Agent (other than one simultaneously serving as the Trustee) from time to time appointed hereunder shall execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (1) hold all sums held by it for the payment of principal of and premium, if any, and interest on Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee within five days thereafter notice of any default by any obligor upon the Securities in the making of any such payment of principal, premium, if any, or interest; and (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. Notwithstanding any other provision of this Indenture, any payment required to be made to or received or held by the Trustee may, to the extent authorized by written instructions of the Trustee, be made to or received or held by a Paying Agent in the Borough of Manhattan, The City of New York, for the account of the Trustee. (b) In addition, at any time when any of the Securities remain Outstanding the Trustee may appoint an Authenticating Agent or Agents with respect to the Securities of one or more series which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant to Section 2.09, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder (it being understood that wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent). If an appointment of an Authenticating Agent with respect to the Securities of one or more series shall be made pursuant hereto, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee's certificate of authentication, an alternate certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. _______________________________________ As Trustee By____________________________________ As Authenticating Agent By____________________________________ Authorized Signatory (c) Any Authorized Agent shall be (i) acceptable to the Company and ELI, (ii) a bank or trust company, (iii) a corporation organized and doing business under the laws of the United States or of any State, Territory or the District of Columbia, with a combined capital and surplus of at least $50,000,000, and (iv) authorized under such laws to exercise corporate trust powers, subject to supervision or examination by federal or state authorities. If such Authorized Agent publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authorized Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authorized Agent shall cease to be eligible in accordance with the provisions of this Section, such Authorized Agent shall resign immediately in the manner and with the effect specified in this Section. (d) Any corporation into which any Authorized Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authorized Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authorized Agent, shall be the successor of such Authorized Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authorized Agent or such successor corporation. (e) Any Authorized Agent may at any time resign by giving written notice of resignation to the Trustee, ELI and the Company. The Company may, and at the request of the Trustee or ELI shall, at any time, terminate the agency of any Authorized Agent by giving written notice of termination to such Authorized Agent and to the Trustee. Upon the resignation or termination of an Authorized Agent or in case at any time any such Authorized Agent shall cease to be eligible under this Section (when, in either case, no other Authorized Agent performing the functions of such Authorized Agent shall have been appointed), the Company shall promptly appoint one or more qualified successor Authorized Agents approved by the Trustee and ELI to perform the functions of the Authorized Agent which has resigned or whose agency has been terminated or who shall have ceased to be eligible under this Section. The Company shall give written notice of any such appointment to all Holders as their names and addresses appear on the Security Register. In the event that an Authorized Agent shall resign or be removed, or be dissolved, or if the property or affairs of such Authorized Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Company shall not have appointed such Authorized Agent's successor or successors, the Trustee shall ipso facto be deemed to be such Authorized Agent for all purposes of this Indenture until the Company appoints a successor or successors to such Authorized Agent. Section 9.15. Co-Trustee or Separate Trustee. (a) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which property shall be held subject to the lien hereof, or the Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interest of Holders, or the Holders of a majority in principal amount of Outstanding Securities shall in writing so request, the Trustee, the Company and ELI shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company or one or more Persons approved by the Trustee either to act as co-trustee or co-trustees of all or any part of the Pledged Property jointly with the Trustee originally named herein or any successor or successors, or to act as separate trustee or trustees of all or any such property. In the event ELI and the Company shall have not joined in the execution of such instruments and agreements within 10 days after the receipt of a written request from the Trustee so to do, or in case an Event of Default shall have occurred and be continuing, the Trustee may act under the foregoing provisions of this Section without the concurrence of ELI or the Company; and ELI and the Company each hereby appoint the Trustee its agent and attorney to act for it under the foregoing provisions of this Section in either of such contingencies. (b) Every additional trustee hereunder shall, to the extent permitted by law, be appointed and act, and such additional trustee and its successors shall act, subject to the following provisions and conditions, namely: (1) the Securities shall be authenticated and delivered, and all powers duties, obligations and rights conferred upon the Trustee in respect of the custody, control and management of moneys, papers or securities, shall be exercised, solely by the Trustee, unless otherwise expressly permitted by the terms hereof; (2) all rights, powers, duties and obligations conferred or imposed upon the Trustee (other than those referred to in the preceding clause (1)), shall be conferred or imposed upon and exercised or performed by the Trustee and such additional trustee or trustees jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such additional trustee or trustees; (3) no power given hereby to, or which it is provided hereby may be exercised by, any such additional trustee or trustees, shall be exercised hereunder by such additional trustee or trustees, except jointly with, or with the consent in writing of, the Trustee, anything herein contained to the contrary notwithstanding; (4) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (5) ELI, the Company and the Trustee, at any time, by an instrument in writing, executed by them jointly, may remove any such additional trustee, and in that case, by an instrument in writing executed by them jointly, may appoint a successor or successors to such additional trustee or trustees, as the case may be, anything herein contained to the contrary notwithstanding; provided, however, that if ELI, the Company and the Trustee remove any such additional trustee which has been appointed at the request of the Holders pursuant to clause (a) above, then such parties shall appoint a successor or successors to such additional trustee so removed unless the Holders of a majority in principal amount of Outstanding Securities shall have agreed in writing that no such successor or successors need be appointed. In the event that ELI and the Company shall not have joined in the execution of any such instrument within 10 days after the receipt of a written request from the Trustee to do so, the Trustee shall have the power to remove any such additional trustee and to appoint a successor additional trustee without the concurrence of ELI and the Company, each hereby appointing the Trustee its agent and attorney to act for it in such connection in such contingency. In the event that the Trustee alone shall have appointed an additional trustee or trustees or co-trustee or co-trustees as above provided, it may at any time, by an instrument in writing, remove any such additional trustee or co-trustee, the successor to any such trustee or co-trustee so removed, to be appointed by ELI, the Company and the Trustee, or by the Trustee alone, as hereinbefore in this Section provided. ARTICLE TEN Holders' Lists and Reports by Trustee and ELI Section 10.01. ELI to Furnish Trustee Names and Addresses of Holders. Semiannually, not later than March 31 and September 30 in each year, commencing March 31, 1998 and at such other times as the Trustee may request in writing, ELI shall furnish or cause to be furnished to the Trustee information as to the names and addresses of the Holders, and the Trustee shall preserve such information and similar information received by it in any other capacity and afford to the Holders access to information to be preserved by it, all to such extent, if any, and in such manner as shall be required by the Trust Indenture Act; provided, however, that so long as the Trustee is the sole Security Registrar, or is otherwise furnished a copy of the Security Register, no such list need be furnished by ELI. Section 10.02. Reports by Trustee and ELI. If required by Section 313 (a) of the Trust Indenture Act, within thirty days after December 1 in each year commencing December 1, 1997, the Trustee shall transmit to the Holders and the Commission a report with respect to any events described in Section 313(a) of the Trust Indenture Act, in such manner and to the extent required by the Trust Indenture Act. The Trustee shall transmit to the Holders and the Commission, and ELI shall file with the Trustee and transmit to the Holders, such other information, reports and other documents, if any, at such times and in such manner, as shall be required by the Trust Indenture Act. ARTICLE ELEVEN Supplemental Indentures; Amendments Section 11.01. Supplemental Indentures Without Consent of Holders. Without the consent of the Holders of any Securities, ELI, when authorized by a Board Resolution, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (a "Series Supplemental Indenture" in the case of item (a) below), in form satisfactory to the Trustee, for any of the following purposes: (a) to establish the form and terms of Securities of any series of Securities permitted by Sections 2.01 and 2.03; or (b) to evidence the succession of another corporation to ELI and the assumption by any such successor of the covenants of ELI herein contained, or to evidence the succession of another corporation to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities contained; or (c) to evidence the succession of a new trustee hereunder or a co-trustee or separate trustee pursuant to Section 9.15 hereof; (d) to add to the covenants of the Company or ELI, for the benefit of the Holders of the Securities, or to evidence the surrender of any right or power herein conferred upon the Company or ELI; or (e) to convey, transfer and assign to the Trustee, and to subject to the Lien of this Indenture, with the same force and effect as though included in the Granting Clauses hereof, additional Pledged Lessor Bonds or additional properties or assets, and to correct or amplify the description of any property at any time subject to the Lien of this Indenture or to assure, convey and confirm unto the Trustee any property subject or required to be subject to the Lien of this Indenture; or (f) to permit or facilitate the issuance of Securities in uncertificated form; or (g) to change or eliminate any provision of this Indenture; provided, however, that if such change or elimination shall adversely affect the interests of the Holders of Securities of any series, such change or elimination shall become effective with respect to such series only when no Security of such series remains Outstanding; or (h) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the interest of the Holders of the Securities in any material respect. Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any time thereafter shall be amended and: (x) if any such amendment shall require one or more changes to any provisions hereof or the inclusion herein of any additional provisions, or shall by operation of law be deemed to effect such changes or incorporate such provisions by reference or otherwise, this Indenture shall be deemed to have been amended so as to conform to such amendment to the Trust Indenture Act, and the Company, ELI and the Trustee may, without the consent of any Holders, enter into an indenture supplemental hereto to evidence such amendment hereof; or (y) if any such amendment shall permit one or more changes to, or the elimination of, any provisions hereof which, at the date of the execution and delivery hereof or at any time thereafter, are required by the Trust Indenture Act to be contained herein or are contained herein to reflect any provisions of the Trust Indenture Act as in effect at such date, this Indenture shall be deemed to have been amended to effect such changes or elimination, and the Company, ELI and the Trustee may, without the consent of any Holders, enter into an indenture supplemental hereto to evidence such amendment hereof. Section 11.02. Supplemental Indenture With Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the Securities of all series then Outstanding under this Indenture, considered as one class, by Act of said Holders delivered to the Company, ELI and the Trustee, the Company and ELI, when authorized by a Board Resolution, may, and the Trustee, subject to Sections 11.03 and 11.04, shall, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture; provided, however, that if there shall be Securities of more than one series Outstanding hereunder and if a proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such series, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series so directly affected, considered as one class, shall be required; and provided, further, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security or coupon of each series directly affected thereby: (a) change the Stated Maturity of the principal of, or any installment of interest on, or any Installment Payment Date, or the dates or circumstances of payment of premium, if any, on, any Security, or reduce the principal amount thereof or the interest thereon or any premium payable upon the redemption thereof, or change the place of payment where, or the coin or currency in which, any Security or the premium, if any, or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment of principal or interest on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date) or such payment of premium, if any, on or after the date such premium becomes due and payable or change the dates or the amounts of payments to be made through the operation of a Sinking Fund or through installment payments of principal in respect of such Securities, or (b) permit the creation of any lien prior to or, except with respect to additional series of Securities issued in accordance with the terms of this Indenture, pari passu with the Lien of this Indenture with respect to any of the Pledged Property, or terminate the Lien of this Indenture on any Pledged Property (except in each case as permitted by, and pursuant to, Article Four) or deprive any Holder of the security afforded by the Lien of this Indenture, or (c) reduce the percentage in principal amount of the Outstanding Securities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or reduce the requirements of Section 13.04 for quorum or voting, or (d) modify any of the provisions of this Section or Section 8.08, except to increase any percentage or percentages referred to in this Section or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Security affected thereby. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Upon receipt by the Trustee of Board Resolutions of the Company and ELI and such other documentation as the Trustee may reasonably require and upon the filing with the Trustee of evidence of the Act of said Holders, the Trustee shall join in the execution of such supplemental indenture or other instrument, as the case may be, subject to the provisions of Sections 11.03 and 11.04. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Section 11.03. Documents Affecting Immunity or Indemnity. If in the opinion of the Company or the Trustee any document required to be executed by it pursuant to the terms of Section 11.02 affects any interest, right, duty, immunity or indemnity in favor of the Company or the Trustee under this Indenture or any of the Participation Agreements, the Company or the Trustee, as the case may be, may in its discretion decline to execute such document. Section 11.04. Election of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall receive, and (subject to Section 9.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. Section 11.05. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall, subject to the provisions of this Article, be bound thereby. Section 11.06. Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the TIA as then in effect. Section 11.07. Reference in Securities to Supplemental Indentures. Securities authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by any Owner Trustee, the Company or ELI, bear a notation in form approved by such Lessor, the Company, ELI and the Trustee as to any matter provided for in such supplemental indenture; and, in such case, suitable notation may be made upon Outstanding Securities after proper presentation and demand. If any Owner Trustee, the Company or ELI shall so determine, new Securities so modified as to conform, in the opinion of such Owner Trustee, the Company, ELI and the Trustee, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities. Section 11.08. Trustee may Join in Amendments. Without the consent of the Holders of any Securities, the Trustee may join in the execution of amendments of or supplements to, or waivers of the provisions of, any Participation Agreement. ARTICLE TWELVE Satisfaction and Discharge Section 12.01. Satisfaction and Discharge of Securities. Any Security or Securities, or any portion of the principal amount thereof, shall, prior to the Stated Maturity of principal thereof, be deemed to have been paid for all purposes of this Indenture, and the entire indebtedness of the Company in respect thereof shall be deemed to have been satisfied and discharged: (a) if the Company shall have irrevocably deposited with the Trustee, in trust, money in an amount which shall be sufficient to pay when due the principal of and premium, if any, and interest due and to become due on such Securities or portions thereof on and prior to the Stated Maturity of principal thereof or upon redemption or each principal Installment Payment Date; or (b) if the Pledged Lessor Bonds, of the series corresponding to the series of which such Security or Securities are a part, shall be deemed to have been paid in accordance with Section 11.01(a) of the Lease Indenture or Lease Indentures under which such Pledged Lessor Bonds were issued; provided, however, that, in case of redemption of Securities, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; and provided, further, that the Company shall have delivered to the Trustee: (x) if any such deposit of money shall have been made prior to the Stated Maturity of principal or Redemption Date of such Securities, a Company Order stating that such money shall be held by the Trustee, in trust, as provided in Section 12.03, (y) if such Pledged Lessor Bonds are so deemed to have been paid, a copy of each certificate or opinion delivered to the Lease Indenture Trustees pursuant to Section 11.01(a) of the related Lease Indentures; and (z) if such deposit shall have been made or if such pledged Lessor Bonds are so deemed to have been paid, in either case, prior to the Stated Maturity of principal or Redemption Date of such Securities, an Opinion of Counsel to the effect that such deposit or deemed payment, as the case may be, and satisfaction and discharge of indebtedness shall not be deemed to be, or result in, a taxable event with respect to the holders of such Securities for purposes of United States Federal income taxation; provided that such Opinion of Counsel need not address the matters specified in this clause (z) if the Trustee shall have received documentary evidence that each Holder of such Security either is not subject to, or is exempt from, United States Federal income taxation. Upon satisfaction of the aforesaid conditions with respect to any Security or Securities or portion thereof, the Trustee shall, upon receipt of a Company Request, acknowledge in writing that such Security or Securities or portions thereof are deemed to have been paid for all purposes of this Indenture and that the entire indebtedness of the Company in respect thereof is deemed to have been satisfied and discharged. If payment at Stated Maturity of principal of less than all of the Securities of any series is to be provided for in the manner and with the effect provided in this Section, the Trustee shall select such Securities, or portions of principal amount thereof, in the manner specified by Section 6.03 for selection for redemption of less than all the Securities of a series. In the event that Securities which shall be deemed to have been paid as provided in this Section do not mature and are not to be redeemed within the sixty (60) day period commencing with the date of the deposit with the Trustee of moneys, or the date on which Pledged Lessor Bonds are deemed to have been paid, as the case may be, the Company shall, as promptly as practicable, give a notice, in the same manner as a notice of redemption with respect to such Securities, to the Holders of such Securities to the effect that such Securities are deemed to have been paid and the circumstances thereof. Notwithstanding the satisfaction and discharge of any Securities as aforesaid, the obligations of the Company and the Trustee in respect of such Securities under Sections 2.07, 2.08, 2.09, 5.02, 5.03, 9.07 and 9.14 and this Article Twelve shall survive. Section 12.02. Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect (except as hereinafter expressly provided), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) either (i) all Securities theretofore authenticated and delivered (other than (A) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.09 and (B) Securities deemed to have been paid in accordance with Section 12.01) have been delivered to the Trustee for cancellation; or (ii) all Securities not theretofore delivered to the Trustee for cancellation shall be deemed to have been paid in accordance with Section 12.01; (b) all other sums due and payable hereunder have been paid; and (c) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Upon satisfaction of the aforesaid conditions, the Trustee shall, upon receipt of a Company Request, acknowledge in writing the satisfaction and discharge of this Indenture. Notwithstanding the satisfaction and discharge of this Indenture as aforesaid, the obligations of the Company, ELI and the Trustee under Sections 2.07, 2.08, 2.09, 5.02, 5.03, 9.07 and 9.14 and this Article Twelve shall survive. Upon satisfaction and discharge of this Indenture as provided in this Section, the Trustee shall assign, transfer and turn over to or upon the order of the Company, any and all money, securities and other property then held by the Trustee for the benefit of the Holders of the Securities other than money held by the Trustee pursuant to Section 12.03 and the Pledged Lessor Bonds. Section 12.03. Application of Trust Money. The money deposited with the Trustee pursuant to Section 12.01 shall not be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal of and premium, if any, and interest on the Securities or portions of principal amount thereof in respect of which such deposit was made, all subject, however, to the provisions of Section 5.03; provided, however, that, if not then needed for such purpose, such money shall, to the extent practicable, be invested in direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America or certificates of an ownership interest in the principal of or interest on any of such obligations, in any case maturing at such times and in such amounts as shall be sufficient to pay when due the principal of and premium, if any, and interest due and to become due on such Securities or portions thereof on and prior to the Stated Maturity, Installment Payment Dates or Redemption Date thereof, and so long as there shall not have occurred and be continuing an Event of Default, interest earned from such investment shall be paid over to or upon the order of the Company as received by the Trustee, less any fees and expenses of the Trustee (including without limitation the fees and expenses of its counsel) incurred in connection therewith free and clear of any trust, lien or pledge under this Indenture; and provided, further, that, so long as there shall not have occurred and be continuing an Event of Default, any moneys held by the Trustee in accordance with this Section on the Stated Maturity, Installment Payment Dates or Redemption Date of all such Securities in excess of the amount required to pay the principal of and premium, if any, and interest then due on such Securities shall be paid over to or upon the order of the Company less any fees and expenses of the Trustee (including without limitation the fees and expenses of its counsel) incurred in connection therewith free and clear of any trust, lien or pledge under this Indenture. ARTICLE THIRTEEN Meetings of Holders of Securities; Action without Meeting Section 13.01. Purposes for Which Meetings May Be Called. A meeting of Holders of Securities of one or more, or all, series, may be called at any time and from time to time pursuant to this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of Securities of such series. Section 13.02. Call, Notice and Place of Meetings. (a) The Trustee may at any time call a meeting of Holders of Securities of one or more, or all, series for any purpose specified in Section 13.01, to be held at such time and at such place in the Borough of Manhattan, The City of New York, as the Trustee shall determine, or, with the approval of the Company and ELI, at any other place. Notice of every such meeting, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given to the Company, ELI, each Owner Trustee, each Owner Participant and the Holders, in the manner provided in Sections 1.05 and 1.06 and, in the case of each Owner Trustee or Owner Participant, in the manner specified in Section 19 of the Participation Agreement, not less than 21 nor more than 180 days prior to the date fixed for the meeting. (b) If the Trustee shall have been requested to call a meeting of the Holders of Securities of one or more, or all, series by the Company, by ELI or by the Holders of 33% in aggregate principal amount of all of such series, considered as one class, for any purpose specified in Section 13.01, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have made the first publication of the notice of such meeting within 21 days after receipt of such request or shall not thereafter have proceeded to cause the meeting to be held as provided herein, then the Company, ELI or the Holders of Securities of such series in the amount above specified, as the case may be, may determine the time and the place in the Borough of Manhattan, The City of New York, or in such other place as shall be determined or approved by the Company and ELI, for such meeting and may call such meeting for such purposes by giving notice thereof as provided in subsection (a) of this Section. (c) Any meeting of Holders of Securities of one or more, or all, series shall be valid without notice if the Holders of all Outstanding Securities of such series are present in person or by proxy and if representatives of the Company, ELI and the Trustee are present, or if notice is waived in writing before or after the meeting by the Holders of all Outstanding Securities of such series, or by such of them as are not present at the meeting in person or by proxy, and by the Company, ELI and the Trustee. Section 13.03. Persons Entitled to Vote at Meetings. To be entitled to vote at any meeting of Holders of Securities of one or more, or all, series, a Person shall be (a) a Holder of one or more Outstanding Securities of such series or (b) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of such series by such Holder or Holders. The only Persons who shall be entitled to attend any meeting of Holders of Securities of any series shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel and any representatives of the Company, ELI, any Owner Trustee and any Owner Participant and their respective counsel. Section 13.04. Quorum; Action. The Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities of the series with respect to which a meeting shall have been called as hereinbefore provided, considered as one class, shall constitute a quorum for a meeting of Holders of Securities of such series: provided, however, that if any action is to be taken at such meeting which this Indenture expressly provides may be taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the Outstanding Securities of such series, considered as one class, the Persons entitled to vote such specified percentage in principal amount of the Outstanding Securities of such series, considered as one class, shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Except as provided by Section 13.05(e), notice of the reconvening of any adjourned meeting shall be given as provided in Section 13.02(a), except that such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Securities of such series which shall constitute a quorum. Except as limited by Section 11.02, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted only by the affirmative vote of the Holders of a majority in aggregate principal amount of the Outstanding Securities of the series with respect to which such meeting shall have been called, considered as one class; provided, however, that, except as so limited, any resolution with respect to any action which this Indenture expressly provides may be taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the Outstanding Securities of such series, considered as one class, may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified percentage in principal amount of the Outstanding Securities of such series, considered as one class. Any resolution passed or decision taken at any meeting of Holders of Securities duly held in accordance with this Section shall be binding on all the Holders of Securities of the series with respect to which such meeting shall have been held, whether or not present or represented at the meeting. Section 13.05. Attendance at Meetings; Determination of Voting Rights; Conduct and Adjournment of Meetings. (a) Attendance at meetings of Holders of Securities may be in person or by proxy; and, to the extent permitted by law, any such proxy shall remain in effect and be binding upon any future Holder of the Securities with respect to which it was given unless and until specifically revoked by the Holder or future Holder of such Securities before being voted. (b) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities in regard to proof of the holding of such Securities and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.04 and the appointment of any proxy shall be proved in the manner specified in Section 1.04. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 1.04 or other proof. (c) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company, ELI or by Holders of Securities as provided in Section 13.02(b), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities of all series represented at the meeting, considered as one class. (d) At any meeting each Holder of a Security or proxy shall be entitled to one vote for each $1,000 principal amount of Securities held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security or proxy. (e) Any meeting duly called pursuant to Section 13.02 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities of all series represented at the meeting, considered as one class; and the meeting may be held as so adjourned without further notice. Section 13.06. Counting Votes and Recording Action of Meetings. The vote upon any resolution submitted to any meeting of Holders of Securities shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities, of the series with respect to which the meeting shall have been called, held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in quadruplicate of all votes cast at the meeting. A record, a least in quadruplicate, of the proceedings of each meeting of Holders of Securities shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 13.02 and, if applicable, Section 13.04. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to each of the Company and ELI, and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. Section 13.07. Action Without Meeting. In lieu of a vote of Holders of Securities at a meeting as hereinbefore contemplated in this Article, any request, demand, authorization, direction, notice, consent, waiver or other action may be made, given or taken by Holders of Securities by written instruments as provided in Section 1.04. ARTICLE FOURTEEN Liability of the Company Solely Corporate; No Liability of ELI Section 14.01. Liability of the Company Solely Corporate. No recourse shall be had for the payment of the principal of or premium, if any, or interest on any Securities, or any part thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any obligation, covenant or agreement under this Indenture, against any incorporator, stockholder, officer or director, as such, past, present or future of the Company or of any predecessor or successor corporation (either directly or through the Company or a predecessor or successor corporation), whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that this Indenture and all the Securities are solely corporate obligations of the Company, and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer or director, past, present or future, of the Company or of any predecessor or successor corporation, either directly or indirectly through the Company or any predecessor or successor corporation, because of the indebtedness hereby authorized or under or by reason of any of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or to be implied herefrom or therefrom, and that any such personal liability is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution of this Indenture and the issuance of the Securities. Section 14.02. No Liability of ELI. In no event shall any provision of this Indenture or the Securities constitute a guaranty or assumption by ELI of the Securities or the indebtedness represented thereby (it being understood that, in accordance with Section 2.16 of each Lease Indenture, ELI may assume, or be deemed to have assumed, the Pledged Lessor Bonds). _____________ This instrument may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. In Witness Whereof, the parties have caused this Indenture to be duly executed as of the day and year first above written. W3A Funding Corporation By ---------------------------------- Title: Vice President Entergy Louisiana, Inc. By ------------------------------------ Title: Vice President and Treasurer Bankers Trust Company, as Trustee By ---------------------------------- Title: Vice President State of New York ) ) ss.: County of New York ) Personally appeared before me, the undersigned authority in and for the said county and state, on this __th day of ______________, within my jurisdiction, the within named ____________, who acknowledged that he is a Vice President of W3A Funding Corporation, a Delaware corporation, and that for and on behalf of the said corporation, and as its act and deed, he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. --------------------------------- Notary Public My Commission Expires: State of Louisiana ) ) ss.: Parish of Orleans ) Personally appeared before me, the undersigned authority in and for the said parish and state, on this __th day of ______________, within my jurisdiction, the within named ________________, who acknowledged that he is a _________________ of Entergy Louisiana, Inc., a Louisiana corporation, and that for and on behalf of the said corporation, and as its act and deed, he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ---------------------------- Notary Public My Commission Expires: State of New York ) ) ss.: County of New York ) Personally appeared before me, the undersigned authority in and for the said county and state, on this __th day of _______________, within my jurisdiction, the within named ____________________, who acknowledged that he is a __________ of Bankers Trust Company, a New York banking corporation, and that for and on behalf of the said corporation, and as its act and deed,he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. -------------------------------- Notary Public My Commission Expires: EXHIBIT A IDENTIFICATION OF CERTAIN DOCUMENTS AND PARTIES THERETO PART I Lease - Facility Lease No. 1, dated as of September 1, 1989, as amended and supplemented, between ELI and the Owner Trustee, as Lessor (a "Lessor"). Lease Indenture - Indenture of Mortgage and Deed of Trust No. 1, dated as of September 1, 1989, as amended and supplemented ("Lease Indenture No. 1"), between the Owner Trustee and Bankers Trust Company and Stanley Burg, as trustees (together, a "Lease Indenture Trustee"). Owner Trustee - First National Bank of Commerce as trustee under Trust Agreement No. 1, dated as of September 1, 1989, with ESSL 2, Inc. (the "Owner Participant"). Participation Agreement - Participation Agreement No. 1, dated as of September 1, 1989, as amended, among the Owner Participant, the Company, the Trustee, First National Bank of Commerce, individually and as Owner Trustee, Bankers Trust Company and Stanley Burg, individually and as Indenture Trustee, and ELI. PART II Lease - Facility Lease No. 2, dated as of September 1, 1989, as amended and supplemented, between ELI and the Owner Trustee, as Lessor (a "Lessor"). Lease Indenture - Indenture of Mortgage and Deed of Trust No. 2, dated as of September 1, 1989, as amended and supplemented ("Lease Indenture No. 2"), between the Owner Trustee and Bankers Trust Company and Stanley Burg, as trustees (together, a "Lease Indenture Trustee"). Owner Trustee - First National Bank of Commerce as trustee under Trust Agreement No. 2, dated as of September 1, 1989, with ESSL 2, Inc. (the "Owner Participant"). Participation Agreement - Participation Agreement No. 2, dated as of September 1, 1989, as amended, among the Owner Participant, the Company, the Trustee, First National Bank of Commerce, individually and as Owner Trustee, Bankers Trust Company and Stanley Burg, individually and as Indenture Trustee, and ELI. PART III Lease - Facility Lease No. 3, dated as of September 1, 1989, as amended and supplemented, between ELI and the Owner Trustee, as Lessor (a "Lessor"). Lease Indenture - Indenture of Mortgage and Deed of Trust No. 3, dated as of September 1, 1989, as amended and supplemented ("Lease Indenture No. 3"), between the Owner Trustee and Security Pacific National Trust Company (New York) and Kenneth T. McGraw, as trustee (together, a "Lease Indenture Trustee"). Owner Trustee - First National Bank of Commerce as trustee under Trust Agreement No. 3, dated as of September 1, 1989, with ESSL 2, Inc. (an "Owner Participant"). Participation Agreement - Participation Agreement No. 3, dated as of September 1, 1989, as amended, among the Owner Participant, the Company, the Trustee, First National Bank of Commerce, individually and as Owner Trustee, Bankers Trust Company and Stanley Burg, individually and as Indenture Trustee, and ELI. SUPPLEMENTAL INDENTURE NO. 1 dated as of July 1, 1997 to COLLATERAL TRUST INDENTURE dated as of July 1, 1997 among W3A FUNDING CORPORATION, ENTERGY LOUISIANA, INC. (formerly Louisiana Power & Light Company) and BANKERS TRUST COMPANY, as Trustee Issuance of Securities in connection with the Lease of Three Undivided Interests in Unit No. 3 of the Waterford Steam Electric Generating Station St. Charles Parish, Louisiana SUPPLEMENTAL INDENTURE NO. 1, dated as of July 1, 1997, among W3A FUNDING CORPORATION, a Delaware corporation (the "Company"), ENTERGY LOUISIANA, INC. (formerly Louisiana Power & Light Company), a Louisiana corporation ("ELI"), and BANKERS TRUST COMPANY, a New York banking corporation, not in its individual capacity but solely as trustee (the "Trustee"). WHEREAS, the Company and ELI have heretofore executed and delivered to the Trustee a Collateral Trust Indenture, dated as of July 1, 1997 (the "Original Indenture"), to provide for the issuance from time to time of the Company's bonds, notes or other evidences of indebtedness to be issued in one or more series (the "Securities"); and WHEREAS, Sections 2.03 and 11.01 of the Original Indenture provide, among other things, that the Company, ELI and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of Securities of any series as permitted by said Sections 2.03 and 11.01; and WHEREAS, the Company and ELI (a) desire the issuance by the Company of a separate series of Securities to be designated as hereinafter provided and (b) have requested the Trustee to enter into this Supplemental Indenture No. 1 for the purpose of establishing the form and terms of the Securities of such series (said Original Indenture, as supplemented by this Supplemental Indenture No. 1, being hereinafter called the "Indenture"); and WHEREAS, all action on the part of the Company and ELI necessary to authorize the execution and delivery of this Supplemental Indenture No. 1 and the issuance of the aforesaid Securities has been duly taken; and WHEREAS, all acts and things necessary to make the Securities of the series herein created and established, when executed by the Company and authenticated and delivered by the Trustee as provided in the Original Indenture, the valid, binding and legal obligations of the Company, and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed, and the execution of this Supplemental Indenture No. 1 and the creation and issuance under the Indenture of such Securities have in all respects been duly authorized; NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 1 WITNESSETH: That in order to establish the form and terms of and to authorize the authentication and delivery of the Securities of the series herein created and established, and in consideration of the acceptance of such Securities by the holders thereof and of the sum of one dollar duly paid to the Company by the Trustee at the execution of these presents, the receipt whereof is hereby acknowledged, the Company and ELI each covenant and agree with the Trustee, for the equal and proportionate benefit of the respective holders from time to time of the Securities, as follows: ARTICLE ONE THE BONDS SECTION 1.01. Terms of the Bonds. There is hereby created and established a separate series of Securities designated "Waterford 3 Secured Lease Obligation Bonds, 8.09% Series due 2017" (the "Bonds"). The Bonds shall be issued in the aggregate principal amount, shall bear interest at the rate per annum and shall have the Stated Maturity of principal set forth below: Original Interest Final Principal Amount Rate Maturity ----------------- --------- -------- Bonds $307,632,000 8.09% January 2, 2017 The Bonds shall be substantially in the form of Exhibit A hereto. The interest on the Bonds shall be due and payable as and from the most recent interest payment date to which interest has been paid or duly provided for or, with respect to any Bond issued prior to the first interest payment date, the date of original issuance thereof, semiannually on January 2 and July 2 in each year (commencing January 2, 1998), until the principal amount of the Bonds is paid in full or duly provided for. Payment of the principal of and premium, if any, and interest on each Bond shall be made to the Holder thereof upon presentation and surrender thereof at the corporate trust office of any Paying Agent, except that (i) payments of interest and Installment Payment Amounts on such Bonds, other than such amounts payable on the Stated Maturity thereof, shall be made without presentation or surrender thereof, by check drawn upon the Paying Agent and mailed to the address of the Holder of such Bond at the close of business on the Regular Record Date for such payment (except as provided in Section 2.16 of the Original Indenture in the case of a defaulted interest or Installment Payment Amount payment) as such address shall appear in the Security Register, and (ii) if such Holder shall be a securities depositary, such payment may be made by such other means in lieu of check as shall be agreed upon by ELI, the Trustee and such Holder. SECTION 1.02. Installment Payments of Principal. (a) Installment Payments. On each Installment Payment Date set forth below, the Company shall pay an installment of principal equal (subject to adjustment as set forth in Section 1.02(b)) in amount to the Installment Payment Percentage set forth below for such Installment Payment Date multiplied by the Original Principal Amount (as hereinafter defined) of such Bond. "Original Principal Amount," when used with respect to the Bonds, means the principal amount identified as such on the face of such Bond. Installment Installment Payment Payment Date Percentage January 2, 1999 8.205086597% January 2, 2000 6.682958210% January 2, 2001 6.682957885% January 2, 2002 6.682958210% January 2, 2003 10.824584244% January 2, 2004 5.353311749% January 2, 2005 0.203574401% January 2, 2006 0.864755617% January 2, 2007 0.989230639% January 2, 2008 1.710452749% January 2, 2009 3.631649503% January 2, 2010 4.847784366% January 2, 2011 7.737269855% January 2, 2012 4.543215595% January 2, 2013 3.328583177% January 2, 2014 4.481746047% January 2, 2015 4.111220549% January 2, 2016 0.430046614% January 2, 2017 18.688613993% (b) Certain Adjustments to Installment Payments and Stated Maturity. (i) The principal amount of Bonds to be paid in installments on Installment Payment Dates and at Stated Maturity, and the Stated Maturity, shall be adjusted (a "Payment Adjustment") at the direction of the Company, so as to correlate, as to amounts and dates, to any adjustment to the principal amortization and maturity schedule of the Pledged Lessor Bonds issued under any Lease Indenture pursuant to Section 2.17 of such Lease Indenture; provided, however, that (A) no Payment Adjustment shall be made by the Company which will increase or decrease the average life of the Bonds (calculated in accordance with generally accepted financial practice from the date of initial issuance) by more than 6 months or extend the final maturity of the Bonds and (B) the Company shall be obligated to make such adjustment upon (and only upon) the direction of the Owner Trustee in accordance with Section 2(c) of the Participation Agreement. If the Company shall elect to make the foregoing adjustment, the Company shall deliver to the Trustee and ELI at least 40 days prior to the first payment date proposed to be affected by such adjustment, a Company Request (A) stating that the Company is obligated to make a Payment Adjustment as contemplated in this Section, (B) setting forth a revised maturity and Installment Payment Percentage schedule applicable to the Bonds as to which a Payment Adjustment is to be made, (C) attaching a copy of the revised principal schedule or schedules for the corresponding Pledged Lessor Bonds, and (D) attaching calculations showing that (x) the average life of the Bonds will not be reduced or increased except as permitted by this subsection (b), (y) the aggregate principal amount of the Pledged Lessor Bonds identified on Schedule 1 hereto equals the aggregate principal amount of the Bonds and (z) the principal amortization schedules of such Pledged Lessor Bonds are such as to provide funds sufficient to repay in full, as and when due, the principal of the Bonds as and when scheduled to become due, whether upon payment of applicable Installment Payment Amounts on Installment Payment Dates or at Stated Maturity. The Trustee may conclusively rely on such Company Request and shall have no duty with respect to the calculations referred to in the foregoing clause (D), other than to make them available for inspection by any Holder of Bonds at the Corporate Trust Office upon reasonable notice and during business hours. The Trustee shall, at the expense of ELI, send to each Holder of Bonds in respect of which a Payment Adjustment has been made at least 30 days before the first payment date to be affected thereby, by first class mail, a copy of a schedule of principal amounts of Bonds to be repaid after giving effect to such Payment Adjustment. (ii) In the event that there shall have been any partial redemption of the Bonds (other than pursuant to principal installment payments), each Installment Payment Amount for each Bond subsequent to such redemption shall be reduced by (i) in the case of a partial redemption pursuant to Section 1.05 hereof, an amount equal to the amount obtained by multiplying such Installment Payment Amount as in effect prior to such redemption by a fraction of which the numerator shall be the aggregate principal amount of Bonds redeemed pursuant to such partial redemption, and the denominator shall be the aggregate unpaid principal amount of Bonds Outstanding immediately prior to such redemption and (ii) in the case of a partial redemption pursuant to Section 1.03 hereof, an amount such that the aggregate of all principal installment payments to be made on the Bonds on the relevant Installment Payment Date shall be equal to the amount of principal of the Pledged Lessor Bonds to be paid on such date under the remaining Lease Indentures, any such reduction to be made on a pro rata basis, as nearly as practicable, among the Holders of the Bonds of such series. SECTION 1.03. Redemption upon Lease Termination. If any Lease is to be terminated pursuant to Section 13(f) or (g) or Section 14 thereof, or Section 16(d)(5) of the related Participation Agreement, and all Pledged Lessor Bonds issued under the related Lease Indenture are to be prepaid, Bonds, equal in principal amount to the Pledged Lessor Bonds issued under such Lease Indenture shall be redeemed, on the date on which such Pledged Lessor Bonds are to be prepaid, at a Redemption Price equal to 100% of the unpaid principal amount thereof plus accrued interest, if any, to the Redemption Date, all subject, however, except in the case of a termination pursuant to Section 14 of such Lease, to the right of ELI to assume such Pledged Lessor Bonds in which event there shall be no redemption of Bonds as a consequence of such termination. SECTION 1.04. Sinking Fund Redemption. There shall be no Sinking Fund for the retirement of the Bonds of either series. SECTION 1.05. Other Redemption. The Bonds shall be subject to redemption, at the option of the Company, with the written consent of the Lessee and the Owner Trustee, in whole at any time or in part from time to time, at the Redemption Price of 100% of the unpaid principal amount of the Bonds to be so redeemed, plus accrued interest, if any, thereon to the Redemption Date, plus, if such redemption is made prior to January 22, 2008, the Make-Whole Premium, if any. "Make- Whole Premium" shall mean, with respect to the principal amount of any Bond to be redeemed on any Redemption Date, the amount which the Investment Banker determines as of the third Business Day prior to such Redemption Date to equal the product obtained by multiplying (a) the excess, if any, of (i) the sum of the present values of all the remaining scheduled payments of principal and interest from the Redemption Date to Stated Maturity, computed on a semi-annual basis by discounting such payments on each January 2 and July 2 at a rate equal to the Treasury Rate plus .125%, based on a 360-day year of twelve 30- day months, over (ii) the aggregate unpaid principal amount of such Bond plus any accrued but unpaid interest thereon by (b) a fraction the numerator of which shall be the principal amount of such Bond to be redeemed on such Redemption Date and the denominator of which shall be the aggregate unpaid principal amount of such Bond; provided that the aggregate unpaid principal amount of such Bond for the purpose of clauses (a)(ii) and (b) of this definition shall be determined after deducting the principal installment, if any, due on such Redemption Date. "Investment Banker" shall mean an independent investment banking institution of national standing appointed by ELI or, if the Trustee does not receive notice of such appointment at least ten days prior to a scheduled Redemption Date or if an event of default under any Lease shall have occurred and be continuing, appointed by the Owner Trustee. "Treasury Rate" shall mean, with respect to each Bond to be redeemed, a per annum rate (expressed as a semiannual equivalent and as a decimal and, in the case of United States Treasury bills, converted to a bond equivalent yield) determined to be the per annum rate equal to the semiannual yield to maturity of United States Treasury securities maturing on the Average Life Date of such Bond, as determined by interpolation between the most recent weekly average yields to maturity for two series of United States Treasury securities (A) one maturing as close as possible to, but earlier than, the Average Life Date of such Bond and (B) the other maturing as close as possible to, but later than, the Average Life Date of such Bond, in each case as published in the most recent H.15(519) (or, if a weekly average yield to maturity for United States Treasury securities maturing on the Average Life Date of such Bond is reported in the most recent H.15(519), as published in H.15(519)). H.15(519) means "Statistical Release H.15(519), Selected Interest Rates," or any successor publication, published by the Board of Governors of the Federal Reserve System. The most recent H.15(519) means the latest H.15(519) which is published prior to the close of business on the third business day prior to the applicable Redemption Date. "Average Life Date" shall mean, with respect to any Bond to be redeemed, the date which follows the redemption date by a period equal to the Remaining Weighted Average Life of such Bond. "Remaining Weighted Average Life" shall mean, with respect to any Bond to be redeemed, the number of days equal to the quotient obtained by dividing (A) the sum of the products obtained by multiplying (1) the amount of each remaining principal payment on such Bond by (2) the number of days from and including the redemption date, to but excluding the scheduled payment date of such principal payment by (B) the unpaid principal amount of such Bond. Section 1.06. Selection by Trustee of Bonds to be Redeemed. Subject to the provisions of subsection (a) and (b) of Section 6.03 of the Original Indenture, if fewer than all of the Bonds are to be redeemed, the particular Bonds to be redeemed shall be selected not more than 45 days prior to the Redemption Date by the Trustee by prorating, as nearly as practicable, the principal amount of such Bonds to be redeemed among the Holders of such Bonds. ARTICLE TWO PLEDGE OF LESSOR BONDS Section 2.01. Pledge of Lessor Bonds. To secure the payment of the principal of and premium, if any, and interest on all the Securities from time to time Outstanding under the Indenture, and the performance of the covenants therein and herein contained, the Company by these presents does grant, bargain, sell, release, convey, assign, transfer, mortgage, hypothecate, pledge, confirm to the Trustee and create a security interest in favor of the Trustee, for the benefit of the Holders, in the Lessor Bonds identified on Schedule 1 hereto (herein referred to as the "Pledged Lessor Bonds"), to be held by the Trustee, in trust, for the uses and purposes, and subject to the covenants and conditions, set forth in the Original Indenture. ARTICLE THREE MISCELLANEOUS SECTION 3.01. Execution as Supplemental Indenture. This Supplemental Indenture No. 1 is executed and shall be construed as an indenture supplemental to the Original Indenture and, as provided in the Original Indenture, this Supplemental Indenture No. 1 forms a part thereof. SECTION 3.02. Definitions. Capitalized terms used which are not defined herein shall have the meanings ascribed thereto in the Original Indenture. SECTION 3.03. Counterpart Execution. This Supplemental Indenture No. 1 may be executed in any number of counterparts and by each of the parties hereto or thereto on separate counterparts, all such counterparts together constituting but one and the same instrument. SECTION 3.02. Governing Law. This Supplemental Indenture No. 1 is being and will be executed and delivered in the State of New York, shall be deemed to be a contract made in such State and for all purposes shall be construed in accordance with and governed by the laws of the State of New York, except to the extent that laws of other jurisdictions are mandatorily applicable. IN WITNESS WHEREOF, the Company, ELI and the Trustee have caused this Supplemental Indenture No. 1 to be duly executed as of the day and year first above written. W3A FUNDING CORPORATION By ------------------------- Title: Vice President ENTERGY LOUISIANA, INC. By ------------------------- Title: Vice President BANKERS TRUST COMPANY, as Trustee By -------------------------- Title: Vice President STATE OF NEW YORK ) )ss.: COUNTY OF NEW YORK ) Personally appeared before me, the undersigned authority in and for the said county and state, on this ____ day of ____________, within my jurisdiction, the within named _____________, who acknowledged that he is a Vice President of W3A FUNDING CORPORATION, a Delaware corporation, and that for and on behalf of the said corporation, and as its act and deed, he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ___________________________________ Notary Public My Commission Expires: __________________________ STATE OF LOUISIANA ) )ss.: PARISH OF ORLEANS ) Personally appeared before me, the undersigned authority in and for the said parish and state, on this ____ day of _____________, within my jurisdiction, the within named ___________, who acknowledged that he is a ______________________ _________ of ENTERGY LOUISIANA, INC., a Louisiana corporation, and that for and on behalf of the said corporation, and as its act and deed, he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ___________________________________ Notary Public My Commission Expires: __________________________ STATE OF NEW YORK ) )ss.: COUNTY OF NEW YORK ) Personally appeared before me, the undersigned authority in and for the said county and state, on this ____ day of _______________, within my jurisdiction, the within named ________________, who acknowledged that he is a Vice President of BANKERS TRUST COMPANY, a New York banking corporation, Trustee under the above and foregoing instrument, and that for and on behalf of the said corporation, and as its act and deed in said capacity as Trustee and its having been duly authorized so to do, he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ___________________________________ Notary Public My Commission Expires: __________________________ SCHEDULE 1 PLEDGED LESSOR BONDS Lessor Bonds Issued Under Lease Indenture No. 1 Principal Interest Number Amount Rate Maturity ------ --------- -------- -------- R-1A-1 174,000,000 8.09% January 2, 2017 Lessor Bonds Issued Under Lease Indenture No. 2 Principal Interest Number Amount Rate Maturity ------ ---------- --------- -------- R-2B-1 87,000,000 8.09% January 2, 2017 Lessor Bonds Issued Under Lease Indenture No. 3 Principal Interest Number Amount Rate Maturity ------ ---------- --------- -------- R-3C-1 46,632,000 8.09% January 2, 2017 EXHIBIT A FORM OF BOND NUMBER R- ________________________ WATERFORD 3 SECURED LEASE OBLIGATION BOND, 8.09 % SERIES DUE 2017 STATED INTEREST RATE MATURITY CUSIP 8.09% January 2, 2017 REGISTERED HOLDER: ORIGINAL PRINCIPAL AMOUNT: DOLLARS W3A Funding Corporation, a Delaware corporation (hereinafter called the "Company", which term includes any successor corporation under the Indenture referred to below, all capitalized terms used herein without definition herein having the meanings ascribed thereto in such Indenture), for value received hereby promises to pay to the Registered Holder named above, or registered assigns, the unpaid portion of the Original Principal Amount (stated above) in installments on each Installment Payment Date as set forth below with the final installment due and payable on the Stated Maturity (stated above) and to pay interest (computed on the basis of a 360-day year consisting of twelve 30-day months) on the principal amount remaining unpaid from time to time from the most recent interest payment date to which interest has been paid or duly provided for or, if this Bond is dated prior to January 2, 1998, the date of the original issuance of Bonds of this series, semiannually on January 2 and July 2 in each year, commencing January 2, 1998 at the Interest Rate (stated above) per annum, until the principal hereof is paid in full or made available for payment. Payment of the principal of, and premium, if any, and interest on this Bond shall be made upon presentation and surrender hereof at the Corporate Trust Office of the Trustee in such coin or currency of the United States of America as at the time of payment is legal tender for payment of debts, except that (i) payment of interest and Installment Payment Amounts (other than such amounts payable on the Stated Maturity hereof) shall be made, without presentation or surrender hereof, by check mailed to the address of the Holder of this Bond at the close of business on the Regular Record Date for such payment, whether or not such Regular Record Date is a Business Day, as such address shall appear in the Security Register and (ii) if such Holder shall be a securities depositary, such payment shall be made by such means in lieu of check as shall be agreed upon by ELI (as hereinafter defined), the Trustee and such Holder. The Regular Record Date for a January 2 payment shall be December 15 and the Regular Record Date for a July 2 payment shall be June 15. Notwithstanding the foregoing, any interest or Installment Payment Amount not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Regular Record Date, and may be paid to the person in whose name this Bond (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such defaulted interest or defaulted installment to be fixed by the Trustee (as defined on the reverse hereof), notice of which shall be given to the Holders of the Bonds not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Bonds may be listed, and upon such notice as may be required by such exchange, all as more fully provided in such Indenture. As provided in the Indenture, in any case where any Redemption Date, Installment Payment Date or the Stated Maturity of principal of or any installment of interest on any bond, or any date on which any defaulted interest or principal is proposed to be paid, shall not be a Business Day, then (notwithstanding any other provision of the Indenture or this Bond) payment of interest and/or principal and premium, if any, shall be due and payable on the next succeeding Business Day with the same force and effect as if made on or at such nominal Redemption Date, Stated Maturity, Installment Payment Date or date on which the defaulted interest or principal is proposed to be paid and no interest shall accrue on the amount so payable for the period from and after such Redemption Date, Stated Maturity, Installment Payment Date or date for the payment of defaulted interest or principal, as the case may be. This Bond is one of an authorized issue of Securities of the Company known as its "Waterford 3 Secured Lease Obligation Bonds, 8.09 % Series due 2017" (the "Bonds"). The Bonds are issued under and secured by a Collateral Trust Indenture, dated as of July 1, 1997 (the "Original Indenture"), among the Company, Entergy Louisiana, Inc. (formerly Louisiana Power & Light Company), a Louisiana corporation ("ELI"), and Bankers Trust Company, as trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), as supplemented by Supplemental Indenture No. 1, dated as of July 1, 1997 among such parties (together, and as thereafter amended in accordance with its terms, the "Indenture"). The Indenture permits the issuance of additional series of Securities for the purposes and as provided therein. All Bonds are secured equally and ratably with one another and with any other Securities of the Company issued under the Indenture, as amended or supplemented. Reference is hereby made to the Indenture and any supplements or amendments thereto for a description of the nature and extent of the Securities issued thereunder, the property assigned, pledged and transferred thereunder and the respective rights of the Holders of the Bonds and of the Trustee and the Company in respect of such security and the terms upon which the Bonds are to be authenticated and delivered. The Holder of this Bond, by its acceptance hereof, is deemed to have consented and agreed to all the terms and provisions of the Indenture. The unpaid principal of and premium, if any, and interest on this Bond are payable from and secured by the assets subject to the lien of the Indenture and the income and proceeds received by the Trustee therefrom and all payments of principal, premium, if any, and interest shall be made in accordance with the terms of the Indenture. The Indenture provides that certain promissory bonds ("Pledged Lessor Bonds") are subject to the lien of the Indenture and that additional Pledged Lessor Bonds, as and when issued, can be made subject to the lien of the Indenture pursuant to Indenture supplements. The Pledged Lessor Bonds subject to the lien of the Indenture on the date of the initial issuance of Bonds were issued by First National Bank of Commerce, as owner trustee ("Owner Trustee") under each of Trust Agreement No. 1, Trust Agreement No. 2 and Trust Agreement No. 3 (each, a "Trust Agreement" and, together, the "Trust Agreements"), each such Trust Agreement with the institutional investor party thereto (each such institutional investor, an "Owner Participant"). Such Pledged Lessor Bonds were issued under either Indenture of Mortgage and Deed of Trust No. 1, or Indenture of Mortgage and Deed of Trust No. 2 or Indenture of Mortgage and Deed of Trust No. 3, each such indenture between an Owner Trustee, as owner trustee and lessor (a "Lessor") and Bankers Trust Company and Stanley Burg, as Corporate Indenture Trustee and Individual Indenture Trustee, respectively (each of such indentures, as it was executed and delivered and as thereafter amended in accordance with its terms, being herein called a "Lease Indenture" and each Corporate Indenture Trustee thereunder being herein called a "Lease Indenture Trustee"). Reference is made to each Lease Indenture for a description of the nature and extent of property assigned, pledged, transferred and mortgaged thereunder and the rights of the holders of Pledged Lessor Bonds. Except as expressly provided in a Lease Indenture, all payments of principal, premium, if any, and interest to be made on a Pledged Lessor Bond issued under such Lease Indenture will be made only from the assets subject to the lien of such Lease Indenture or the income and proceeds received by the Lease Indenture Trustee therefrom, including, in the case of each Lease Indenture, the rights of the Lessor which is a party thereto to receive basic rentals and certain other payments under a Facility Lease with ELI relating to an undivided interest in certain assets constituting part of Unit No. 3 of the Waterford Steam Electric Generating Station (each of such Facility Leases, as it was executed and delivered and as thereafter amended in accordance with its terms being herein called a "Lease"), which basic rentals and other payments will be at least sufficient to provide for the scheduled payments of the principal of and interest on each Pledged Lessor Bond issued under such Lease Indenture. Each Holder of this Bond, by its acceptance hereof, is deemed to have agreed (x) that it will look solely to the assets subject to the lien of the Indenture or the income or proceeds received by the Trustee therefrom, to the extent available for distribution to the Holder hereof as provided in the Indenture, and (y) that none of any Owner Participant, any Lessor, any Lease Indenture Trustee or the Trustee is liable to the Holder hereof or, in the case of any Owner Participant, Lessor or Lease Indenture Trustee, to the Trustee, for any amounts payable on this Bond, or, except as provided in the Indenture with respect to the Trustee, for any liability under the Indenture. With certain exceptions as therein provided, the supplementation of the Indenture for the purpose of adding any provisions thereto, or changing in any manner or eliminating any of the provisions thereof, will require the consent of the Holders of not less than a majority in aggregate unpaid principal amount of all Securities of all series at the time Outstanding under the Indenture considered as one class; provided, however, that if there shall be Securities of more than one series Outstanding under the Indenture and if a proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such series, then the consent only of the Holders of a majority in aggregate unpaid principal amount of the Outstanding Securities of all series so directly affected, considered as one class, shall be required. The Indenture also contains provisions permitting the Holders of not less than a majority in aggregate unpaid principal amount of the Securities at the time Outstanding, on behalf of the Holders of all of the Securities, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Bond shall be conclusive and binding upon such Holder and upon all future Holders of this Bond and of any Bond issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Bond. On each Installment Payment Date set forth below, the Company shall pay an installment of principal of this Bond equal (subject to adjustment as hereinafter described) in amount to the Installment Payment Percentage set forth below for such Installment Payment Date multiplied by the Original Principal Amount stated on the face of this Bond. Installment Installment Outstanding Payment Date Payment Percentage Balance Factor January 2, 1999 8.205086597% 0.9179491 January 2, 2000 6.682958210% 0.8511196 January 2, 2001 6.682957885% 0.7842900 January 2, 2002 6.682958210% 0.7174604 January 2, 2003 10.824584244% 0.6092145 January 2, 2004 5.353311749% 0.5556814 January 2, 2005 0.203574401% 0.5536457 January 2, 2006 0.864755617% 0.5449981 January 2, 2007 0.989230639% 0.5351058 January 2, 2008 1.710452749% 0.5180013 January 2, 2009 3.631649503% 0.4816848 January 2, 2010 4.847784366% 0.4332070 January 2, 2011 7.737269855% 0.3558343 January 2, 2012 4.543215595% 0.3104021 January 2, 2013 3.328583177% 0.2771163 January 2, 2014 4.481746047% 0.2322988 January 2, 2015 4.111220549% 0.1911866 January 2, 2016 0.430046614% 0.1868861 January 2, 2017 18.688613993% 0.0000000 The "Outstanding Balance Factor" as used in the foregoing table is for descriptive purposes only, and, unless there has been a partial redemption or a default or another installment payment adjustment, when multiplied by the Original Principal Amount of this Bond, represents the remaining unpaid principal amount of this Bond as of the Installment Payment Date indicated after payment of the principal installment on such date. As provided in the Indenture, the Stated Maturity and the amount of installment payments of principal for the Bonds may be adjusted, subject to certain restrictions, at the discretion of the Company in connection with certain recalculations of basic rent pursuant to either of the Leases; provided, however, that no payment adjustment shall be made by the Company which will increase or decrease the average life of the Bonds of this series (calculated in accordance with generally accepted financial practice from the date of initial issuance) by more than 6 months or extend the Stated Maturity of Bonds of this series. In the event of any partial redemption of Bonds (other than pursuant to the aforementioned principal installment payments) the amount of each installment payment of principal to be paid thereafter pursuant to the installment payment schedule indicated above and at the Stated Maturity shall be adjusted in accordance with the Indenture. Notwithstanding anything to the contrary set forth herein or in the Indenture, the unpaid principal amount hereof recorded on the Security Register maintained by the Security Registrar shall be controlling as to the remaining unpaid principal amount hereof. If any Lease is to be terminated pursuant to Section 13(f) or (g) or Section 14 thereof, or Section 16(d)(5) of the related Participation Agreement, and all Lessor Bonds issued under the related Lease Indenture are to be prepaid, Bonds, equal in principal amount to the Pledged Lessor Bonds issued under such Lease Indenture, shall be redeemed, on the date on which such Pledged Lessor Bonds are to be prepaid, at a redemption price equal to 100% of the unpaid principal amount thereof plus accrued interest to the Redemption Date, all subject, however, except in the case of a termination pursuant to Section 14 of such Lease, to the right of ELI to assume such Pledged Lessor Bonds in which event there shall be no redemption of Bonds as a consequence of such termination. The Bonds of this series shall be subject to redemption, at the option of the Company, with the prior written consent of the Lessee and the Owner Trustee, in whole at any time or in part from time to time, at the Redemption Price of 100% of the unpaid principal amount of such Bonds to be so redeemed, plus accrued interest, if any, thereon to the Redemption Date, plus, if such redemption is made prior to January 22, 2008, the Make- Whole Premium, if any, for the Bonds calculated as provided in the Indenture. In the event that any of the Bonds are called for redemption, notice shall be given to the Holders in accordance with Section 6.04 of the Original Indenture not less than 30 nor more than 60 days prior to the redemption date. With respect to any notice of redemption of Bonds (and not with respect to installment payments of principal payable on Installment Payment Dates) unless, upon the giving of such notice, such Bonds shall be deemed to have been paid in accordance with the provisions of the Indenture, such notice shall state that such redemption shall be conditional upon the receipt by the Trustee, on or prior to the date fixed for such redemption, of money sufficient to pay the principal of and premium, if any, and interest on such Bonds and that if such money shall not have been so received such notice shall be of no force or effect and the Company shall not be required to redeem such Securities. In the event that such notice of redemption contains such a condition and such money is not so received, the redemption shall not be made. Bonds (or portions thereof as aforesaid) for which redemption and payment provision is made in accordance with the Indenture shall thereupon cease to be entitled to the lien of the Indenture and shall cease to bear interest from and after the date fixed for redemption. If an Event of Default shall occur, the unpaid principal of this Bond may become or be declared due and payable in the manner and with the effect provided in the Indenture. The obligation of the Company to pay the principal of and premium, if any, and interest on this Bond, and the lien of the Indenture, is subject to being legally discharged prior to the Stated Maturity of this Bond upon the deposit with the Trustee of cash or certain securities sufficient to pay this Bond when due in accordance with the terms of the Indenture. This Bond is transferable by the Holder hereof in person or by attorney authorized in writing, at the Corporate Trust Office of the Security Registrar (or if such office is not in the Borough of Manhattan, The City of New York, at either such office or an office to be maintained in such Borough). Upon surrender for registration of transfer of this Bond, the Company shall execute, and the Trustee (or any Authenticating Agent) shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of the same series, of authorized denominations and of like tenor and aggregate principal amount. The Bonds are issuable only as registered Bonds without coupons in denominations of $1,000 and/or any integral multiple thereof. As provided in and subject to the provisions of the Indenture, Bonds may be exchanged for other Bonds of the same series, of authorized denominations, and of like tenor and aggregate principal amount, upon surrender at any office maintained for such purpose pursuant to the Indenture. No service charge will be made to any Holder of Bonds for any such transfer or exchange but the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The person in whose name this Bond is registered shall be deemed to be the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Bond be overdue, regardless of any notice to anyone to the contrary. As provided in the Indenture, the Indenture and the Bonds shall be construed in accordance with and governed by the laws of the State of New York, except to the extent that laws of other jurisdictions are mandatorily applicable. Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Bond shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this Bond to be duly executed under its corporate seal. Dated: W3A FUNDING CORPORATION By ---------------------- Vice President Attest -------------------------- Secretary CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture , as Trustee By ------------------------ Authorized Officer Dated __________________________ AMENDMENT NO. 1 dated as of July 1, 1997 to TAX INDEMNIFICATION AGREEMENT No. 3 dated as of September 1, 1989 between ESSL 2, INC. Beneficiary under Trust Agreement No. 3, dated as of September 1, 1989 with FIRST NATIONAL BANK OF COMMERCE AS OWNER TRUSTEE, Lessor, and ENTERGY LOUISIANA, INC. (formerly Louisiana Power & Light Company) Lessee SALE AND LEASEBACK OF AN UNDIVIDED INTEREST IN UNIT NO. 3 OF THE WATERFORD STEAM ELECTRIC GENERATING STATION AMENDMENT NO. 1, dated as of July 1, 1997 ("TIA Amendment No. 1"), to TAX INDEMNIFICATION AGREEMENT No. 3, dated as of September 1, 1989, between ESSL 2 INC., a Delaware corporation (the "Owner Participant"), beneficiary under the Trust Agreement, with FIRST NATIONAL BANK OF COMMERCE, a national banking association, not in its individual capacity, but solely as Owner Trustee under the Trust Agreement (the "Lessor") and ENTERGY LOUISIANA, INC. (formerly Louisiana Power & Light Company), a Delaware corporation (the "Lessee"). Capitalized terms not otherwise defined herein shall have the respective meanings specified in Appendix A to the Participation Agreement No. 3, dated as of September 1, 1989, (as amended by Amendment No. 1 thereto, dated as of the date hereof and as otherwise modified, amended or supplemented pursuant to the terms thereof; the "Participation Agreement") among the Owner Participant, the Lessor, BANKER'S TRUST COMPANY, not in its individual capacity but solely as successor Corporate Indenture Trustee under Indenture No. 3 and STANLEY BURG, not in his individual capacity but solely as successor Individual Indenture Trustee under Indenture No. 3, and the Lessee, or the Refunding Agreement. WHEREAS, pursuant to Participation Agreement No. 3, the Lessor agreed to purchase the Undivided Interest with funds provided by the Owner Participant and by the issuance of the Initial Series Bonds; WHEREAS, the Lessor executed the Facility Lease pursuant to which the Lessor has leased the Undivided Interest to the Lessee; WHEREAS, the Lessee and the Owner Participant have agreed for the Owner Participant to make an Additional Equity Investment and to cause the refinancing of the Initial Series Bonds through the issuance of the 1997 Bonds in amounts which, when added to the Additional Equity Investment made by the Owner Participant and any Rent paid by the Lessee, will be sufficient to redeem the Initial Series Bonds, including any premium and accrued interest thereon and to pay the Refunding Expenses; and WHEREAS, the Owner Participant and the Lessee have heretofore executed Tax Indemnification Agreement No. 3 and desire to amend Tax Indemnification Agreement No. 3 as hereinafter provided to clarify their respective rights and obligations arising from the transactions contemplated by Refunding Agreement No. 3 (the "Refunding"); NOW, THEREFORE, THIS AGREEMENT WITNESSETH: Tax Indemnification Agreement No. 3 is hereby amended, effective upon the execution and delivery of this Agreement, as follows: 1. Section 1.1(h) thereof is amended by (i) deleting the word "and" before "(vii)" and (ii) inserting the words ", and (viii) any Supplemental Rent paid in connection with the Refunding" immediately after the words "retained by the Owner Participant". 2. Section 1.1(i) thereof is amended by (i) inserting the words "through 1992 and 35% for each taxable year" immediately after the words "each taxable year" and immediately before the word "thereafter". 3. Section 1.1(o) thereof is amended by inserting the words ", Retirement Premium Deduction, Refunding Amortization Deductions" immediately after the words "the Amortization Deductions" and immediately before the words "and the Interest Deductions". 4. Section 1.1(p) thereof is amended by inserting the words "and the Refunding Date will be the date set forth in Schedule 1 to Amendment No. 1 to the Participation Agreement" immediately after the words "Participation Agreement" and immediately before the period ending the sentence. 5. Section 1.1 thereof is amended by adding the following tax assumptions after Section 1.1(p): "(q) The Owner Participant will be allowed a deduction for the premium paid with respect to the Refunded Bonds in the taxable year of the Owner Participant in which such premium is paid or accrued (the "Retirement Premium Deduction"); and the Owner Participant will be entitled to take the Retirement Premium Deduction into account in computing its consolidated federal income tax liability in accordance with the accrual method of tax accounting. (r) The Owner Participant will be allowed deductions for amortization of an amount equal to the Refunding Expenses to the extent payable by the Lessor pursuant to Section 3.01 of the Refunding Agreement computed on a straight-line basis over a term from the Refunding Date to the end of the Basic Lease Term (the "Refunding Amortization Deductions"); and the Owner Participant will be entitled to take the Refunding Amortization Deductions into account in computing its consolidated federal income tax liability in accordance with the accrual method of tax accounting." 6. The last sentence of section 1.1 thereof is amended by replacing "(p)" immediately after the words "The foregoing clauses (a) through" with "(r)". 7. Section 1.2(1)(d) thereof is amended by inserting the words "the Retirement Premium Deduction, the Refunding Amortization Deductions" immediately after the words "the Amortization Deductions," and immediately before the words "or any corresponding deduction or credit". 8. Section 1.2(1) is amended by adding the following representation after Section 1.2(1)(e): "(f) Assuming that the Facility Lease is a "true" lease for federal income tax purposes, the Owner Participant will be entitled to deduct the Retirement Premium Deduction and the Refunding Amortization Deductions." 9. Section 3.1(a)(1)(A) thereof is amended by inserting the words "(except the Refunding Agreement and any related amendments to the Transaction Documents)" (i) immediately after the words "the Transaction Documents" and immediately before the words "or an act", (ii) immediately after the words "the Transaction Documents" and immediately before the words ") by (i)" and (iii) immediately after the words "the Transaction Documents" and immediately before words ", shall each be an act". 10. Section 3.1(a)(1) thereof is amended by deleting the word "or" at the end of paragraph (F) thereof, inserting the word "or" at the end of paragraph (G) thereof and adding the following paragraph after paragraph (G) thereof: "(H) the presence of Funding Corporation, or any successor or assign thereof, in the transactions contemplated by the Transaction Documents," 11. Section 3.1(a)(2)(A) thereof is amended by inserting the words "the Retirement Premium Deduction, the Refunding Amortization Deductions", immediately after the words "the Amortization Deductions," and immediately before the words "or the Interest Deductions". 12. Section 6(a) thereof is amended by inserting the words ", the Retirement Premium Deduction, the Refunding Amortization Deductions" immediately after the words "the Amortization Deductions" and immediately before the words "or the Interest Deductions". 13. Section 6(b) thereof is amended by inserting the words ", the Retirement Premium Deduction, the Refunding Amortization Deductions" immediately after the words "the Amortization Deductions" and immediately before the words "or the Interest Deductions". IN WITNESS WHEREOF, the Owner Participant and the Lessee have each caused this TIA Amendment No. 1 to be duly executed in New York, New York by their respective officers thereunto duly authorized as of the date first set forth above. ENTERGY LOUISIANA, INC. __________________________________ Name: Title: ATTEST: ESSL 2, INC. ________________________ ___________________________________ Name: Name: Title: Title: ACKNOWLEDGMENT STATE OF NEW YORK ) ) SS.: COUNTY OF NEW YORK ) On this ____ day of _________, ____, before me, the undersigned Notary Public, duly commissioned and qualified within the State and County aforesaid, personally came and appeared _____________________, who being by me duly sworn did say that he is a ___________________ of ESSL 2, INC., a Delaware corporation, and that said instrument was signed on behalf of said corporation by authority of its Board of Directors and that he acknowledged said instrument to be the free act and deed of said corporation. ______________________________ Notary Public My Commission Expires: _________ __, ____ ACKNOWLEDGMENT STATE OF NEW YORK ) ) SS.: COUNTY OF NEW YORK ) On this ____ day of _________, ____, before me, the undersigned Notary Public, duly commissioned and qualified within the State and County aforesaid, personally came and appeared _____________________, who being by me duly sworn did say that he is a ___________________ of ENTERGY LOUISIANA, INC., a Delaware corporation, and that said instrument was signed on behalf of said corporation by authority of its Board of Directors and that he acknowledged said instrument to be the free act and deed of said corporation. ______________________________ Notary Public My Commission Expires: _________ __, ____
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