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200410978 SECTION 2. Section 9.01 of the Original Indenture is amended by adding at the end thereof the following additional paragraph (h): (h) Anything herein to the contrary notwithstanding, the Company may not effect a satisfaction and discharge as described in paragraph (a) of this Section 9.01 unless the Company delivers to the Trustee an Opinion of Counsel to the effect that the Holders of the affected Bonds (i) will not recognize income, gain or loss for United States federal income tax purposes as a result of such satisfaction and discharge, and (ii) will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as if such satisfaction and discharge had not occurred. ARTICLE VI CONFIRMATION OF LIEN OF INDENTURE ON CERTAIN PROPERTY The Company hereby confirms, acknowledges and states that the property described on Exhibit D attached hereto is subject to the Lien of the Indenture pursuant to Granting Clause Second of the Original Indenture; and, for the avoidance of any doubt, the Company hereby grants, bargains, sells, conveys, assigns, transfers, mortgages, pledges, sets over and confirms to the Trustee, and grants to the Trustee a security interest in, all right, title and interest of the Company in and to such property, as security for the payment of the principal of premium, if any, and interest, if any, on all Bonds issued under the Indenture and Outstanding (as defined in the Indenture), when payable in accordance with the provisions thereof, and as security for the performance by the Company of, and compliance by the Company with, the covenants and conditions of the Indenture, TO HAVE AND TO HOLD all such property on the same terms as all other property subject to the Lien of the Indenture. ARTICLE VII THE TRUSTEE The Trustee hereby accepts the trust hereby declared and provided, and agrees to perform the same upon the terms and conditions in the Indenture set forth and upon the following terms and conditions: The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or the due execution hereof by the Company or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. In general, each and every term and condition contained in Article Eleven of the Indenture shall apply to this Supplemental Indenture with the same force and effect as if the same were herein set forth in full, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this Supplemental Indenture. NY55/405431.7 25