Bond Trust Deed

EXHIBIT 10.6

Dated 13 October 2006

NUCLEAR ENERGY HOLDINGS, L.L.C.
(the Issuer)
and
THE BANK OF NEW YORK
(the Trustee)

BOND TRUST DEED

Linklaters
Ref: 01/210/E.Hickman/ANXJ

Table of Contents

Contents		Page
1 Definitions			1
2 Covenant to repay and to pay Interest on Bonds			4
3 Trustee’s Requirements Regarding Paying Agents			5
4 Form and Issue of Bonds			6
5 Fees, Duties and Taxes			7
6 Trust			7
7 Cancellation of Bonds and Records			7
8 Enforcement			7
9 Action, Proceedings and Indemnification			8
10 Application of Moneys			8
11 Notice of Payments			9
12 Investment by Trustee			9
13 Partial Payments			9
14 Covenants and Warranties by the Issuer			9
15 Remuneration and Indemnification of Trustee			20
16 Supplement to Trustee Acts			21
17 Trustee’s Liability			27
18 Trustee Contracting with the Issuer and Others			28
19 Waiver, Authorisation and Determination			28
20 Entitlement to Treat Bondholder as Absolute Owner			29
21 Currency Indemnity			30
22 New Trustee			30
23 Trustee’s Retirement and Removal			31
24 Trustee’s Powers to be Additional			31
25 Notices			32
26 Limited Recourse and Non-Petition			32
27 Governing Law			32

- i -

Contents		Page
28 Submission to Jurisdiction			32
29 Counterparts			33
30 Contracts (Rights of Third Parties) Act 1999			33
Schedule 1 Certificate of Compliance			34
Schedule 2 Form of Global Bonds			35
Part 1A Form of Temporary Global Bond			35
The Schedule Part I Payments of Principal and Interest			40
Schedule 2 Form of Global Bonds			46
Part 1B Form of Temporary Global Bond			46
The Schedule Part I Payments of Principal and Interest			51
Part 2A Form of Permanent Global Bond			57
Part 2B Form of Permanent Global Bond			64
Schedule 3 Form of Definitive Bond and Coupons and Conditions of the Bonds			70
Part 1 Form of Definitive Fixed Rate Bond			70
Part 2 Form of Coupon			72
Part 3 Form of Talon			73
Part 4 Form of Definitive Floating Rate Bond			74
Part 5 Form of Coupon			76
Part 6 Form of Talon			77
Schedule 4 Terms and Conditions of the Bonds			78
Schedule 5 Provisions for Meetings of Bondholders			101
Schedule 6 Notices			110

- ii -

This Bond Trust Deed is made on 13 October 2006 between:

(1)		NUCLEAR ENERGY HOLDINGS, L.L.C., a company with limited liability organised under the laws of the State of Delaware, United States of America, whose registered office is c/o Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware ###-###-#### (the “Issuer”); and
(2)		THE BANK OF NEW YORK, whose principal office is at One Canada Square, London E14 5AL (the “Trustee”, which expression shall, wherever the context so admits, include such company and all other persons or companies for the time being the trustee or trustees of these presents) as trustee for the Bondholders.

Whereas:

(A)		By a unanimous written consent of the members of the Issuer passed on 2 October 2006, the Issuer has resolved to issue the Bonds, to be constituted by this Bond Trust Deed.
(B)		The Trustee has agreed to act as trustee of these presents for the benefit of the Bondholders upon and subject to the terms and conditions of these presents.

Now this Bond Trust Deed witnesses and it is agreed and declared as follows:

1		Definitions
1.1		Unless otherwise defined in these presents words and expressions defined in the Conditions, in the deed of charge signed on or about the date of this Bond Trust Deed by, among others, the parties to this Bond Trust Deed (the “Deed of Charge”) and/or the agency agreement signed on or about the date of this Bond Trust Deed by, among others, the parties to this Bond Trust Deed (the “Agency Agreement”) have the same meaning when used in these presents.
1.2		The rules of interpretation set out in Clause 1.2 of the Deed of Charge apply to this Bond Trust Deed.
1.3		In these presents unless there is anything in the subject or context inconsistent therewith the expressions listed below shall have the following meanings:
		“Balance” means, where the Issuer is obliged by the Conditions to exercise the Put Right in respect of its HoldCo Shares and the Issuer decides to either (i) exercise the Put Right in part only or (ii) not to exercise the Put Right at all, an amount equal to the aggregate of the Principal Amount Outstanding under the Bonds and the Call Premium (if applicable) less amounts available to be drawn under the Principal Letter of Credit (and, in the case of a partial exercise only, the aggregate Put Price for such partial exercise);
		“Bondholders” means the persons who for the time being are holders of the Bonds;
		“Bonds” means the Fixed Rate Bonds and the Floating Rate Bonds constituted by this Bond Trust Deed and for the time being outstanding or, as the context may require, a specific number of them and includes any replacement Bonds issued pursuant to the Conditions and (except for the purposes of Clause 4.1) the Global Bonds;
		“Bond Documents” mean all of the Transaction Documents but shall exclude the Shareholders Agreements, the Investment Agreements and the Put Option Agreements;
		“Conditions” means in respect of the Bonds, the terms and conditions applicable to them which shall be substantially in the form set out in Schedule 4 as modified, with respect to

		any Bonds represented by a Global Bond, by the provisions of such Global Bond, shall incorporate any additional provisions forming part of such terms and conditions set out in this Bond Trust Deed and shall be endorsed on the Definitive Bonds and any reference to a particularly numbered Condition shall be construed accordingly;
		“Definitive Bonds” means a Bond in definitive form having, where appropriate, Coupons attached on issue and, unless the context requires otherwise, includes any replacement Bond in definitive form issued pursuant to the Conditions;
		“Event of Default” means the events specified as such in Condition 9;
		“Exercise Period” has the meaning given to it in the Put Option Agreements;
		“Fixed Rate Bonds” means the JPY50,980,000,000 2.20 per cent. Fixed Rate Bonds due 2013;
		“Floating Rate Bonds” means the JPY78,000,000,000 Floating Rate Bonds due 2013;
		“Global Bonds” means the Permanent Global Bonds and the Temporary Global Bonds;
		“HoldCo Shares” has the meaning ascribed to it in the Put Option Agreements;
		“Officers” means the officers for the time being of the Issuer;
		“outstanding” means in relation to the Bonds all the Bonds issued other than:

	(a)		those Bonds which have been redeemed pursuant to these presents;
	(b)		those Bonds in respect of which the date for redemption in accordance with the Conditions has occurred and the redemption moneys (including and all interest payable thereon) have been duly paid to the Trustee or to the Principal Paying Agent in the manner provided in the Agency Agreement (and where appropriate notice to that effect has been given to the relative Bondholders in accordance with Condition 15) and remain available for payment against presentation of the relevant Bonds and/or coupons;
	(c)		those Bonds which have become void under Condition 10;
	(d)		those mutilated or defaced Bonds which have been surrendered and cancelled and in respect of which replacements have been issued pursuant to Condition 11;
	(e)		(for the purpose only of ascertaining the aggregate Principal Amount Outstanding of the Bonds and without prejudice to the status for any other purpose of the Bonds) those Bonds which are alleged to have been lost, stolen or destroyed and in respect of which replacements have been issued pursuant to Condition 11;
	(f)		any Global Bond to the extent that it shall have been exchanged for another Global Bond in respect of the Bonds or for the Bonds in definitive form pursuant to its provisions; and
	PROVIDED THAT for each of the following purposes, namely:

(i)

the right to attend and vote at any meeting of the Bondholders, the passing of any resolution in writing, the passing of any Extraordinary Resolution or Written Resolution and any direction or request by the Bondholders;

	(ii)		the determination of how many and which Bonds are for the time being outstanding for the purposes of Clause 8.1, Conditions 9 and 13 and paragraphs 4, 7 and 9 of Schedule 5;
	(iii)		any discretion, power or authority (whether contained in these presents or vested by operation of law) which the Trustee is required, expressly or impliedly, to exercise in or by reference to the interests of the Bondholders or any of them; and
	(iv)		the determination by the Trustee whether any event, circumstance, matter or thing is, in its opinion, materially prejudicial to the interests of the Bondholders or any of them,

those Bonds (if any) which are for the time being held by or on behalf of or for the benefit of the Issuer, any holding company or any other subsidiary of such holding company as beneficial owner and all Toshiba Bonds, shall (unless and until ceasing to be so held) be deemed not to remain outstanding;

“Permanent Global Bonds” means the permanent global bonds representing the Bonds substantially in the form set out in Part 2A and 2B of Schedule 2 to this Bond Trust Deed, and “Permanent Global Bond” shall mean any one of them;

“Potential Event of Default” means an event or circumstance that could with the giving of notice, lapse of time, issue of a certificate and/or fulfilment of any other requirement provided for in Condition 9 become an Event of Default;

“Put Option Agreements” means the US Put Option Agreement and the UK Put Option Agreement;

“Put Substitution Letter of Credit” means a direct pay irrevocable letter of credit to the Trustee, in form and substance satisfactory to the Trustee issued by a Put Substitution Letter of Credit Bank for an amount equal to the Balance and in circumstances where the Issuer is obliged by the Conditions to exercise the Put Right in respect of its HoldCo Shares and the Issuer decides to either (i) exercise the Put Right in part only or (ii) not to exercise the Put Right at all;

“Put Substitution Letter of Credit Bank” means a bank with a senior-unsecured long-term credit rating of at least Aa3 by Moody’s and AA- or equivalent by R&I acting as the put substitution letter of credit bank pursuant to the Put Substitution Letter of Credit;

“Shareholders Agreements” means the US Shareholders Agreement and the UK Shareholders Agreement;

“Shaw Group” means The Shaw Group Inc. and all of its affiliates (other than the Issuer);

“Toshiba” means Toshiba Corporation;

“Toshiba Bonds” means Bonds held, legally or beneficially, by or on behalf of Toshiba or any of its affiliates (or in respect of which the relevant Bondholder or any other person has made a declaration of trust in respect of, entered into a sub-participation arrangement with or entered into any other arrangement having substantially the same economic effect (or granting voting control over the relevant Bonds to) with Toshiba or any of its affiliates);

“Toshiba Event” has the meaning given to it in the Put Option Agreements;

“these presents” means this Bond Trust Deed and the Schedules and any deed supplemental hereto and the Schedules (if any) thereto, the Deed of Charge and the

Bonds and the Conditions, all as from time to time modified in accordance with the provisions herein or therein contained;

“Temporary Global Bonds” means the temporary global bonds representing the Bonds substantially in the form set out in Part 1A and 1B of Schedule 2 to this Bond Trust Deed and “Temporary Global Bond” shall mean any one of them;

“Trust Corporation” means (i) a corporation appointed by court to be a trustee or (ii) a corporation entitled to act as a trustee pursuant to the Public Trustee Act 1906 or (iii) otherwise entitled pursuant to relevant legislation to carry on the functions of a trustee;

“UK Put Option Agreement” means the put option agreement dated on or about the date of this Bond Trust Deed between the Issuer and Toshiba related to the UK Shares;

“UK Shareholders Agreement” means the shareholders agreement dated 4 October 2006 between Toshiba, UK HoldCo and the other shareholders of UK HoldCo;

“Underlying Acquisition” means the acquisition by the HoldCos of, in the case of US HoldCo, BNFL USA Group Inc. and, in the case of UK HoldCo, Westinghouse Electric UK Limited, which together constitute the Westinghouse Group to be purchased by Toshiba pursuant to its previously announced acquisition of the Westinghouse Group from BNFL Ltd. and its affiliates;

“US Put Option Agreement” means the put option agreement dated on or about the date of this Bond Trust Deed between the Issuer and Toshiba related to the US Shares; and

“US Shareholders Agreement” means the shareholders agreement dated 4 October 2006 between Toshiba, US HoldCo and the other shareholders of US HoldCo.

2		Covenant to repay and to pay Interest on Bonds
2.1		The aggregate principal amount of the Fixed Rate Bonds is limited to JPY50,980,000,000, and the aggregate principal amount of the Floating Rate Bonds is limited to JPY78,000,000,000.
2.2		The Issuer covenants with the Trustee that it will, in accordance with these presents, on any date on which any of the Bonds becomes due to be redeemed in whole or in part in accordance with the Conditions, pay or procure to be paid unconditionally to or to the order of the Trustee in Yen in London in immediately available funds the principal amount of the Bonds repayable on that date, together with the Call Premium (if any), as consideration for the advance of the principal and any other provisions from which the Issuer benefits in respect of the Bonds (other than the use of the principal secured from time to time) and shall in the meantime and until such date (both before and after any judgment or other order of a court of competent jurisdiction) pay or procure to be paid unconditionally to or to the order of the Trustee as aforesaid interest as the sole consideration for the use of the principal secured from time to time (which shall accrue from day to day) on the Principal Amount Outstanding of the Bonds at rates specified in, or calculated from time to time in accordance with, the Conditions and on the dates provided for in the Conditions PROVIDED THAT:

(a)

every payment of principal, Call Premium or interest in respect of the Bonds to or to the account of the Principal Paying Agent in the manner provided in the Agency Agreement shall operate in satisfaction pro tanto of the relative covenant by the

			Issuer in this Clause except to the extent that there is default in the subsequent payment thereof in accordance with the Conditions to the relevant Bondholders;
	(b)		in any case where payment of principal or Call Premium in respect of the Bonds is not made to the Trustee or the Principal Paying Agent on or before the due date interest shall continue to accrue on the aggregate Principal Amount Outstanding of the Bonds and any Call Premium (both before and after any judgment or other order of a court of competent jurisdiction) at the rate or rates aforesaid (or, if higher, the rate of interest on judgment debts for the time being provided by English law) up to and including the date which the Trustee determines to be the date on and after which payment is to be made to the Bondholders in respect thereof as stated in a notice given to the Bondholders in accordance with Condition 15 (such date to be not later than 30 days after the day on which the whole of such principal amount and any Call Premium, together with an amount equal to the interest which has accrued and is to accrue pursuant to this proviso up to and including that date, has been received by the Trustee or the Principal Paying Agent); and
	(c)		in any case where payment of any principal or Call Premium in respect of any Bond is improperly withheld or refused upon due presentation thereof (other than in circumstances contemplated by proviso (b) above) interest shall accrue on such principal or Call Premium which has been so withheld or refused (both before and after any judgment or other order of a court of competent jurisdiction) at the rate or rates aforesaid (or, if higher, the rate of interest on judgment debts for the time being provided by English law) from and including the date of such withholding or refusal up to and including the date on which, upon further presentation of the relevant Bond, payment of the full amount (including interest as aforesaid) payable in respect of such Bond is made or (if earlier) the seventh day after notice is given to the relevant Bondholder (either individually or in accordance with the Conditions) that the full amount (including interest as aforesaid) payable in respect of such Bond is available for payment, provided that, upon further presentation thereof being duly made, such payment is made.

3		Trustee’s Requirements Regarding Paying Agents
		At any time after an Event of Default or a Potential Event of Default shall have occurred or if there is a failure to make payment of any amount in respect of any Bond when due or the Trustee shall have received any money which it proposes to pay under Clause 10 to the Bondholders, the Trustee may:

(a)

by notice in writing to the Issuer, the Principal Paying Agent and the other Paying Agents require the Principal Paying Agent and the other Paying Agents pursuant to the Agency Agreement:

(i)

to act thereafter as Principal Paying Agent and Paying Agents of the Trustee in relation to payments to be made by or on behalf of the Trustee under the provisions of these presents mutatis mutandis on the terms provided in the Agency Agreement (save that the Trustee’s liability under any provisions thereof for the indemnification, remuneration and payment of out-of-pocket expenses of the Principal Paying Agent and the other Paying Agents shall be limited to the amounts for the time being held by the Trustee on the trusts of these presents relating to the relative Bonds and available for such purpose) and thereafter to hold all Bonds and all sums,

documents and records held by them in respect of the Bonds on behalf of the Trustee; or

(ii)

to deliver up all Bonds and all sums, documents and records held by them in respect of Bonds to the Trustee or as the Trustee shall direct in such notice provided that such notice shall be deemed not to apply to any documents or records which any Paying Agent is obliged not to release by any law or regulation; and/or

(b)

by notice in writing to the Issuer require it to make all subsequent payments in respect of the Bonds to or to the order of the Trustee and not to the Principal Paying Agent; and with effect from the issue of any such notice to the Issuer and until such notice is withdrawn Clause 3(a) shall cease to have effect.

4		Form and Issue of Bonds
4.1		The Bonds shall be represented initially by the Temporary Global Bonds which the Issuer shall issue to a bank depositary common to both Euroclear and Clearstream, Luxembourg.
4.2		Each Temporary Global Bond shall be printed or typed in the form or substantially in the form set out in Part 1A and Part 1B (as the case may be) of Schedule 2 and may be a facsimile. The Temporary Global Bond in respect of the Fixed Rate Bonds shall be in the aggregate principal amount of JPY50,980,000,000 and the Temporary Global Bond in respect of the Floating Rate Bonds shall be in the aggregate principal amount of JPY78,000,000,000 and each of them shall be signed manually or in facsimile by two Officers of the Issuer on behalf of the Issuer and shall be authenticated by or on behalf of the Principal Paying Agent. Each Temporary Global Bond so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.
4.3		The Issuer shall issue a Permanent Global Bond in exchange for each Temporary Global Bond in accordance with the provisions thereof. Each Permanent Global Bond shall be printed or typed in the form or substantially in the form set out in Part 2A and Part 2B (as the case may be) of Schedule 2 and may be facsimiles. The Permanent Global Bond in respect of the Fixed Rate Bonds shall be in the aggregate principal amount of JPY50,980,000,000 and the Permanent Global Bond in respect of the Floating Rate Bonds shall be in the aggregate principal amount of JPYT78,000,000,000, and each of them shall be signed manually or in facsimile by two Officers of the Issuer on behalf of the Issuer and shall be authenticated by or on behalf of the Principal Paying Agent. Each Permanent Global Bond so executed and authenticated shall be a binding and valid obligation of the Issuer and title thereto shall pass by delivery.
4.4		If the Issuer becomes obliged to do so in accordance with the provisions of the Permanent Global Bonds, the Issuer shall issue Definitive Bonds (together with unmatured coupons attached) in exchange for the relevant Permanent Global Bond, in accordance with the provisions thereof.
4.5		If the Issuer has become obliged to issue Definitive Bonds, these presents and the other Transaction Documents will be amended in such manner as the Trustee requires to take account of the issue of Definitive Bonds.

5		Fees, Duties and Taxes
		The Issuer will pay any stamp, issue, registration, documentary and other fees, duties and taxes, including interest and penalties, payable on or in connection with (i) the execution and delivery of these presents and the other Transaction Documents to which the Issuer is party, (ii) the constitution and original issue of the Bonds and (iii) any action taken by or on behalf of the Trustee or (where permitted under these presents so to do) any Bondholder to enforce, or to resolve any doubt concerning, or for any other purpose in relation to, these presents or any of the other Transaction Documents.
6		Trust
6.1		The Trustee will hold the benefit of the covenants in its favour contained in these presents and the other Transaction Documents upon trust for itself and the Bondholders, according to its and their respective interests, upon and subject to the terms and conditions of these presents.
6.2		The provisions contained in Schedule 4 and Schedule 5 shall have effect as if set out herein.
7		Cancellation of Bonds and Records
7.1		The Issuer shall procure that all Bonds (i) redeemed in full or (ii) which, being mutilated or defaced, have been surrendered and replaced pursuant to Condition 11 shall forthwith be cancelled by or on behalf of the Issuer and a certificate stating:

	(a)		the aggregate Principal Amount Outstanding of Bonds which have been redeemed (and the due date of such redemptions);
	(b)		the aggregate amount of interest paid (and the due dates of such payments) in respect of Bonds; and
	(c)		the aggregate Principal Amount Outstanding of Bonds which have been surrendered and replaced,

shall be given to the Trustee by or on behalf of the Issuer as soon as possible and in any event within one month after the end of each calendar quarter during which any such redemption, payment and interest or replacement (as the case may be) takes place. The Trustee may accept such certificate as conclusive evidence of any such redemption, payment of interest or replacement of or in respect of the Bonds and, where applicable, of cancellation of the relevant Bonds.

7.2		The Issuer shall procure (i) that the Principal Paying Agent shall keep a full and complete record of the Bonds and of their redemption in whole or in part, cancellation and payment of interest and of all replacement Bonds issued in substitution for lost, stolen, mutilated, defaced or destroyed Bonds and (ii) that such records shall be made available to the Trustee at all reasonable times.
8		Enforcement
8.1		The Trustee may at any time, at its discretion and without notice, take such proceedings and/or other steps as it may think fit against or in relation to the Issuer or any other person to enforce its obligations under these presents or any other Bond Document and exercise

		any of its rights under, or in connection with, these presents or any other Bond Document in such manner as it thinks fit.
8.2		Proof that as regards any specified Bond the Issuer has made default in paying any amount due in respect of such Bond shall (unless the contrary be proved) be sufficient evidence that the same default has been made as regards all other Bonds (as the case may be) in respect of which the relevant amount is due and payable.
9		Action, Proceedings and Indemnification
9.1		The Trustee shall not be bound to take any action in relation to these presents or any other Bond Documents (including, but not limited to, the giving of a Bond Enforcement Notice or the taking of any proceedings and/or steps and/or action mentioned in Clause 8.1) unless:

	(a)		directed to do so by an Extraordinary Resolution of the holders of the Bonds outstanding, or requested to do so in writing by the holders of at least 75 per cent in aggregate Principal Amount Outstanding of the outstanding; and
	(b)		then only if it shall be indemnified and/or secured to its satisfaction against all Liabilities to which it may render itself liable or which it may incur by so doing and, for this purpose, the Trustee may demand prior to taking any such action, that there be paid to it in advance such sums as it considers (without prejudice to any further demand) shall be sufficient so to indemnify it.

9.2		As between the Trustee and the Bondholders, only the Trustee may enforce the provisions of these presents and the other Bond Documents. No Bondholder shall be entitled to proceed directly against the Issuer or any other person to enforce the performance of any of the provisions of these presents or any other Bond Documents unless the Trustee having become bound as aforesaid to take proceedings fails to do so.
10		Application of Moneys
		All moneys received by the Trustee under this Deed shall be held by the Trustee upon trust for itself and the Bondholders to apply them (subject to Clause 13):

	(a)		first, in payment or satisfaction of all costs, charges, expenses and liabilities properly incurred by the Trustee (including remuneration payable to it in carrying out its functions under this Bond Trust Deed);
	(b)		second, in or towards payment pari passu and rateably of all principal, Call Premium and interest then due and unpaid in respect of the Bonds in the order of priority set out in clauses 6.3 and 7.2 of the Deed of Charge (for the avoidance of doubt ignoring any liabilities other than in respect of the Bonds); and
	(c)		third, in payment of the balance (if any) to the Issuer (without prejudice to, or liability in respect of, any question as to how such payment to the Issuer shall be dealt with as between the Issuer and any other person).

Without prejudice to this Clause 10, if the Trustee holds any moneys which represent principal, Call Premium or interest in respect of Bonds which have become void or in respect of which claims have been prescribed under Condition 10, the Trustee will hold such moneys on the above trusts.

11		Notice of Payments
		The Trustee shall give notice to the relevant Bondholders in accordance with the Conditions of the day fixed for any payment to them under Clause 10. Such payment may be made in accordance with the Conditions and any payment so made shall be a good discharge to the Trustee.
12		Investment by Trustee
12.1		The Trustee may at its discretion and pending payment invest moneys at any time available for the payment of principal and interest on the Bonds in some or one of the investments hereinafter authorised for such periods as it may consider expedient with power from time to time at its discretion to vary such investments and to accumulate such investments and the resulting interest and other income derived therefrom. The accumulated investments shall be applied under Clause 10. All interest and other income deriving from such investments shall be applied first in payment or satisfaction of all amounts then due and unpaid under Clause 15 to the Trustee and otherwise held for the benefit of and paid to the Bondholders.
12.2		Any moneys which under the trusts of these presents ought to or may be invested by the Trustee may be invested in the name or under the control of the Trustee in any investments or other assets in any part of the world whether or not they produce income or by placing the same on deposit in the name or under the control of the Trustee at such bank or other financial institution and in such currency as the Trustee may think fit. If that bank or institution is the Trustee or a subsidiary, holding or associated company of the Trustee, it need only account for an amount of interest equal to the standard amount of interest which would, at the then current rates, be payable by it on such a deposit to an independent customer. The Trustee may at any time vary any such investments for or into other investments or convert any moneys so deposited into any other currency and shall not be responsible for any loss resulting from any such investments or deposits, whether due to depreciation in value, fluctuations in exchange rates or otherwise.
13		Partial Payments
		Upon any payment under Clause 10 (other than payment in full against surrender of a Bond), the Bond in respect of which such payment is made shall be produced to the Trustee or the Paying Agent by or through whom such payment is made, and the Trustee shall or shall cause such Paying Agent to enface thereon a memorandum of the amount and the date of payment but the Trustee may dispense with such production and enfacement upon such indemnity being given as it shall think sufficient.
14		Covenants and Warranties by the Issuer
14.1		Covenants of the Issuer
		So long as any of the Bonds remains outstanding the Issuer covenants with the Trustee that it shall:

	(a)		at all times carry on and conduct its affairs in a proper and efficient manner;
	(b)		give or procure to be given to the Trustee such opinions, certificates, information and evidence as it shall require and in such form as it shall require (including without limitation the procurement by the Issuer of all such certificates called for by

the Trustee pursuant to Clause 16(c)) for the purpose of the discharge or exercise of the duties, trusts, powers, authorities and discretions vested in it under these presents or any other Bond Document or by operation of law;

	(c)		cause to be prepared and certified by its auditors in respect of each financial accounting period accounts in such form as will comply with all relevant legal and accounting requirements;
	(d)		send to the Trustee (in addition to any copies to which it may be entitled as a holder of any securities of the Issuer) two copies in English of every balance sheet, profit and loss account, report, circular and notice of general meeting and every other document issued or sent to its members together with any of the foregoing, and every document issued or sent to holders of securities other than its members (including the Bondholders) at the time of the issue or publication thereof;
	(e)		immediately give notice in writing to the Trustee of the occurrence of any Event of Default or any Potential Event of Default;
	(f)		give to the Trustee (a) within seven days after demand by the Trustee therefor and (b) (without the necessity for any such demand) promptly after the publication of its audited accounts in respect of each financial period commencing with the financial period ending 31 December 2006 and in any event not later than 180 days after the end of each such financial period a certificate signed by two Officers of the Issuer to the effect that as at a date not more than seven days before delivering such certificate (the “certification date”) there did not exist and had not existed since the certification date of the previous certificate (or in the case of the first such certificate the date hereof) any Event of Default or any Potential Event of Default (or if such Event of Default or Potential Event of Default exists or existed specifying the same) and that during the period from and including the certification date of the last such certificate (or in the case of the first such certificate the date hereof) to and including the certification date of such certificate the Issuer has complied with all its obligations contained in these presents and the other Transaction Documents or (if such is not the case) specifying the respects in which it has not complied;
	(g)		at all times execute and do all such further documents, acts and things as may be necessary at any time or times in the opinion of the Trustee to give effect to these presents;
	(h)		at all times maintain Paying Agents in accordance with the Conditions;
	(i)		procure the Principal Paying Agent to notify the Trustee forthwith in the event that the Principal Paying Agent does not, by the time specified in the Agency Agreement for any payment to it in respect of the Bonds, receive unconditionally pursuant to and in accordance with the Agency Agreement payment of the full amount in Yen of the moneys payable on such due date on the Bonds;
	(j)		in the event of the unconditional payment to the Principal Paying Agent or the Trustee of any sum due in respect of the Bonds being made after the time specified in the Agency Agreement, for such payment forthwith give or procure to be given notice to the relevant Bondholders in accordance with the Conditions that such payment has been made;
	(k)		give notice to the Bondholders in accordance with the Conditions, of any appointment, resignation or removal of any Paying Agents or Principal Paying

			Agent (other than the appointment of the initial Principal Paying Agent) after having obtained the prior written approval of the Trustee thereto or any change of the Paying Agent’s specified office and (except as provided by the Agency Agreement or the Conditions) at least 30 days prior to such event taking effect; provided always that so long as any of the Bonds remains liable to prescription in the case of termination of the appointment of the Principal Paying Agent no such termination shall take effect until a new Principal Paying Agent (as the case may be) has been appointed on terms previously approved in writing by the Trustee;
	(l)		send to the Trustee, not less than 14 days prior to the date on which any such notice is to be given, the form of every notice to be given to the Bondholders in accordance with the Conditions and obtain the prior written approval of the Trustee to, and promptly give to the Trustee two copies of, the final form of every notice to be given to the Bondholders in accordance with the Conditions (such approval, unless so expressed, not to constitute approval for the purposes of Section 21 of the Financial Services and Markets Act 2000 of the United Kingdom of a communication within the meaning thereof);
	(m)		comply with and perform all its obligations under the Agency Agreement and use its best endeavours to procure that the Paying Agents comply with and perform all their respective obligations thereunder and any notice given by the Trustee pursuant to Clause 3(a) and not make any amendment or modification to such Agreement without the prior written approval of the Trustee and use all reasonable endeavours to make such amendments to such Agreement as the Trustee may require;
	(n)		in order to enable the Trustee to ascertain the principal amount of Bonds for the time being outstanding for any of the purposes referred to in the proviso to the definition of outstanding in Clause 1, deliver to the Trustee forthwith upon being so requested in writing by the Trustee a certificate in writing signed by two Officers of the Issuer setting out the total number and aggregate principal amount of Bonds (if any) which are at the date of such certificate held by, for the benefit of, or on behalf of, the Issuer, any holding company or any other subsidiary of such holding company and setting out the total number of Toshiba Bonds;
	(o)		procure that each of the Paying Agents makes available for inspection by Bondholders at its specified office copies of these presents, the Agency Agreement, any other Transaction Documents and any other document as provided in clause 24 of the Agency Agreement and the then latest audited balance sheets and profit and loss account (consolidated if applicable) of the Issuer;
	(p)		give notice to the Trustee of the proposed redemption of the Bonds at least five Business Days prior to the giving of any notice of redemption in respect of such Bonds in accordance with the Conditions;
	(q)		at all times use all reasonable endeavours to minimise taxes and any other costs arising in connection with its payment obligations in respect of the Bonds;
	(r)		prior to making any modification or amendment or supplement to these presents, procure the delivery of (a) legal opinion(s) as to English and any other relevant law, addressed to the Trustee, dated the date of such modification or amendment or supplement, as the case may be, and in a form acceptable to the Trustee from legal advisers acceptable to the Trustee;

	(s)		give notice to the Trustee of the proposed exercise of a Put Right (as defined in the Put Option Agreements);
	(t)		not redeem or, as the case may be, give notice of redemption to Bondholders of all or any part of the Bonds pursuant to Condition 6(b) unless it shall first have provided to the Trustee such certificates and opinions as may be required to be given to the Trustee pursuant to and in accordance with Condition 6(b);
	(u)		ensure that, save as permitted in these presents and any other Transaction Document, no person other than the Trustee shall have any equitable interest in the Charged Property;
	(v)		ensure that there is at all times a Cash Manager appointed in accordance with the provisions of the Cash Management Agreement;
	(w)		prior to any enforcement of the Security, ensure that all relevant funds are applied in or towards satisfaction of such of the obligations set out in the Pre-Enforcement Priority of Payments then due and payable (in each case only if and to the extent that payments or provisions of a higher order of priority which are also due and payable or, where relevant, are likely to fall due at that time or prior to the next succeeding Interest Payment Date or Early Redemption Date (as the case may be) have been made or provided for in full);
	(x)		furnish, or procure that there is furnished, from time to time, any and all documents, instruments, information and undertakings that may be necessary in order to maintain the current ratings of the Bonds by the Rating Agencies (save that when any such document, instrument, information and/or undertaking is not within the possession or control of the Issuer, the Issuer agrees to use all reasonable efforts to furnish, or procure that there is furnished, from time to time any such documents, instruments, information and undertakings as may be necessary in order to maintain the current ratings of the Bonds by the Rating Agencies);
	(y)		procure that there are done on its behalf, all calculations required pursuant to the Conditions;
	(z)		duly notify the Trustee if it is required to withhold or deduct any amount for or on account of tax from payments it is liable to make in respect of the Bonds;
	(aa)		conduct its membership meetings and other central management activities solely within the United States of America;
	(bb)		take (to the extent it is directed to do so by the Trustee) such steps as are reasonable to enforce all its rights:

	(i)		as required by the terms of the Bond Trust Deed;
	(ii)		in respect of the Security; and
	(iii)		under the Transaction Documents;

(cc)		comply with its obligations under the Bonds, the Bond Trust Deed and each other Transaction Document to which it is a party;
(dd)		keep proper books of account in accordance with its obligations under applicable laws (such books to be maintained at the Issuer’s registered office) and allow the Trustee and any person appointed by the Trustee access to the books of account

			of the Issuer at all reasonable times during normal business hours and shall send to any such person on request or, if so stipulated, at specified intervals, copies thereof and other supporting documents relating thereto as such person may specify;
	(ee)		at all times maintain its tax residence in the United States of America and will not establish a branch, agency, permanent establishment or place of business or register as a company outside the United States of America;
	(ff)		ensure that it is not treated as being resident or having a permanent establishment in the United Kingdom for United Kingdom tax purposes and will not establish a place of business in the United Kingdom or appoint an agent who will have and habitually exercise in the United Kingdom an authority to do business on behalf of the Issuer;
	(gg)		pay its debts generally as they fall due;
	(hh)		do all such things as are necessary to maintain its corporate existence;
	(ii)		to the extent the Issuer is able to, supply such information to the rating agencies as they may reasonably request in connection with the rating of the Bonds;
	(jj)		at all times use all reasonable efforts to minimise taxes and any other costs arising in connection with its activities;
	(kk)		have at least one independent director from Lord Securities Corporation (or such other replacement independent director whose appointment will not negatively impact the rating of the Bonds), who is not a director, employee or shareholder of any member of the Shaw Group;
	(ll)		notify the Trustee and the Bondholders promptly (and in any event within five days) upon completion of the Underlying Acquisition;
	(mm)		notify the Trustee and the Bondholders promptly upon becoming aware that a Toshiba Event has occurred;
	(nn)		where it is exercising the Put Right (which it shall only do in accordance with these Conditions) under one of the Put Option Agreements, exercise the Put Right under the other Put Option Agreement at the same time;
	(oo)		exercise the Put Rights on the date (the “Automatic Put Option Date”) that is 160 days prior to the Maturity Date by sending an Exercise Notice (as defined in the Put Option Agreements) to Toshiba in accordance with each Put Option Agreement;
	(pp)		exercise the Put Rights within one Business Day after the commencement of the Exercise Period if, as of 31 March 2010, the Interest Letter of Credit has not been increased to such amount (or a new Interest Letter of Credit has not been issued in such amount) as the Cash Manager estimates will be required to meet all payments for which the Interest Letter of Credit may be drawn (in accordance with the terms of these Conditions and the Bond Trust Deed) in the period from the end of the Initial Period to the Maturity Date;
	(qq)		if at any time during the Exercise Period Toshiba’s senior-unsecured long-term credit rating is rated Ba3 or lower by Moody’s, exercise the Put Rights within five

			Business Days of the later of (i) the occurrence of such rating downgrade, and (ii) the commencement of the Exercise Period;
	(rr)		(i) notify the Trustee as soon as reasonably practicable, and in any event within five Business Days, following receipt of a request by any shareholder for a valuation of either HoldCo in accordance with section 7.06 of the applicable Shareholders Agreement and (ii) exercise the Put Rights within 5 Business Days after the receipt by the Issuer of a Call Option Exercise Notice (as defined in the Shareholders Agreements) (which has not been withdrawn within the relevant time period permitted under the applicable Shareholders Agreement) with respect to which the specified Call Price (as defined in the Shareholders Agreements) of the HoldCo Shares is less than or equal to the Principal Amount Outstanding under the Bonds (provided that, for the avoidance of doubt, if the issuer receives multiple Call Option Exercise Notices, the aggregate Call Price for all HoldCo Shares subject to such Call Option Exercise Notices shall be used for the purposes of the foregoing calculation);
	(ss)		after the end of the Initial Period, exercise the Put Rights within 5 Business Days of receipt of notification from the Cash Manager that there is a shortfall, which has not been remedied by the Issuer within the period permitted in the Cash Management Agreement, between the amounts anticipated to be required to be drawn under the Interest Letter of Credit on or prior to the next two interest Payment Dates and the amounts available under the Interest Letter of Credit, as calculated in accordance with the terms of the Cash Management Agreement;
	(tt)		in the event of the liquidation of a HoldCo in which no securities or other assets are distributed, exercise the Put Rights immediately upon commencement of the Exercise Period;
	(uu)		if directed by the Trustee (who must be directed by an Extraordinary Resolution or Written Resolution of the Bondholders), exercise the Put Rights during the Exercise Period if a Toshiba Event (other than receipt of a Call Option Exercise Notice for which the specified Call Price of the HoldCo Shares is greater than the Principal Amount Outstanding under the Bonds (provided that, for the avoidance of doubt, if the Issuer receives multiple Call Option Exercise Notices, the aggregate Call Price for all HoldCo Shares subject to such Call Option Exercise Notices shall be used for the purposes of the foregoing calculation)) has occurred, within five Business Days of being directed to do so by the Trustee;
	(vv)		exercise the Put Rights during the Exercise Period if Toshiba or any of the other parties to the Shareholders Agreements takes any action which has a Material Adverse Effect (as defined below);
	(ww)		draw on the available Letters of Credit in sufficient time to enable the Issuer to use the proceeds of the Letters of Credit to pay (A) the Principal Amount Outstanding, (B) any accrued interest, (C) any amounts due to the Swap Counterparty under the Swap Agreement (including any Swap Termination Payments and gross-up payments to the Swap Counterparty), (D) ongoing fees and expenses incurred by the Issuer, (E) amounts due to the Servicer under the Administrative Services Agreement, (F) Default Interest, (G) payments due to the Bondholders under Condition 8, (H) the Call Premium (if any) in accordance with the Pre-Enforcement

			Priority of Payments and the Post-Enforcement Priority of Payments (as the case may be);
	(xx)		if, in any of the situations described in paragraphs (oo) to (vv) above, it decides to either (i) exercise the Put Rights in part only or (ii) not to exercise the Put Rights at all, on or prior to (x) the date on which it exercises the Put Rights in part or (y) the date on which it would otherwise have been obliged to exercise the Put Rights, it shall be obliged to procure that a Put Substitution Letter of Credit Bank issues a direct pay irrevocable letter of credit to the Trustee, in form and substance satisfactory to the Trustee, for an amount equal to the aggregate of the Principal Amount Outstanding under the Bonds and the Call Premium (if applicable) less amounts available to be drawn under the Principal Letter of Credit (and, in the case of a partial exercise only, the aggregate Put Price (as defined in the Put Option Agreements) for the HoldCo Shares subject to such partial exercise);
	(yy)		in the event that the Swap Agreement is terminated, unless all the Rating Agencies confirm in writing that such termination will not result in a downgrade in the ratings of any Bonds, use reasonable endeavours to enter into a replacement swap agreement with a new counterparty on substantially the same terms as the Swap Agreement;
	(zz)		file or procure a filing with the Registrar of Companies pursuant to Chapter I of Part XII of the Companies Act 1985 of duly completed Forms 395 together with an executed original of the Deed of Charge within the applicable time limit and file or procure a filing of the UCC-1 financing statements with the Secretary of State of the State of Delaware;
	(aaa)		following receipt of a Non-extension Notice (under the Interest Letter of Credit, the Principal Letter of Credit or any Put Substitution Letter of Credit), the Issuer shall draw the Maximum Amount under the relevant Letter of Credit at least 30 days prior to the Stated Expiration Date and deposit such amount into the Issuer Revenue Account, unless it has replaced (or caused to be replaced) the relevant Letter of Credit with a new Letter of Credit in form and substance satisfactory to the Trustee and issued by a financial institution whose senior-unsecured long-term credit rating is at least Aa3 by Moody’s and AA- or equivalent by R&l (an “Eligible Bank”). Terms used in this paragraph shall have the meaning given to such terms in the relevant Letter of Credit;
	(bbb)		if the bank that has issued the Interest Letter of Credit, the Principal Letter of Credit or the Put Substitution Letter of Credit (if any) ceases to be an Eligible Bank (including circumstances where a required credit rating has been withdrawn), arrange that an Eligible Bank issues an irrevocable standby letter of credit in form and substance satisfactory to the Trustee in replacement of the Letter of Credit issued by the relevant bank within 30 days of it ceasing to be an Eligible Bank or draw the Maximum Amount under the relevant Letter of Credit and deposit such amount into the Issuer Revenue Account;
	(ccc)		provide the Rating Agencies with notice of: (i) any termination, novation or assignment of, or material amendment to, any of the Transaction Documents; (ii) any change in tax law referred to in Condition 6(b); (iii) an Event of Default under the Bonds; or (iv) any resignation or substitution of a party to any Transaction Document; and

(ddd)

promptly deposit any Acquisition Adjustment Amounts into a sub-account of the Issuer Revenue Account and retain such amounts therein until the Bonds are redeemed whereupon such amounts shall be applied in accordance with the Pre-Enforcement Priority of Payments or the Post-Enforcement Priority of Payments (as the case may be) and the provisions of the Deed of Charge.

14.2		Restrictions on the Issuer
		For so long as any of the Bonds remain outstanding, the Issuer covenants to the holders of such Bonds that (to the extent applicable) it will not, without the prior written consent of the Trustee:

	(a)		except as otherwise required or permitted by Clause 14.1, sell, factor, discount, transfer, assign, lend or otherwise dispose of, nor create or permit to be outstanding any mortgage, pledge, lien, charge, encumbrance or other security interest over, any of its property or assets (including the HoldCo Shares) or any part thereof or interest therein;
	(b)		agree to any share buyback, share repurchase, capital reduction or other equivalent event in respect of a HoldCo, at a price per HoldCo Share less than the Put Price per HoldCo Share under the terms of the Put Option Agreements where the Put Rights have been exercised as a result of a Toshiba Event (as such price (being, as at the date hereof, JPY119,425,926 (equivalent) per HoldCo Share) may be adjusted from time to time under the terms of the Put Option Agreements to take account of any stock dividend, split, reverse split, combination or recapitalisation of the HoldCo Shares);
	(c)		engage in any business other than:

	(i)		acquiring and holding any property, assets or rights that are capable of being effectively charged in favour of the Trustee under the Security Documents;
	(ii)		issuing and performing its obligations under the Bonds;
	(iii)		entering into, exercising its rights and performing its obligations under or enforcing its rights under the Bond Trust Deed and each other Transaction Document to which it is a party, as applicable; or
	(iv)		performing any act incidental to or necessary in connection with any of the above;

	(d)		to the extent it has a Material Adverse Effect, permit the validity or effectiveness of any of the Transaction Documents, or the priority of the security interests created thereby, to be amended, terminated, postponed or discharged, or consent to any variation of, or exercise any powers of consent or waiver pursuant to the terms of, or amend any term or condition of the Bonds (save in accordance with the Conditions and the Bond Trust Deed) or any of the Transaction Documents or permit any party to any of the Transaction Documents or the Security or any other person whose obligations form part of the Security to be released from such obligations or dispose of all or any part of the Security;
			“Material Adverse Effect” means any effect which has or is reasonably likely to have a material adverse effect on (a) the ability of the Issuer or Toshiba to perform and comply with any of its obligations under the Transaction Documents to which it

is a party, (b) the validity, legality or enforceability of any Transaction Document; and/or (c) the interests of the Secured Creditors or the Issuer under or in connection with the Put Option Agreements (or, prior to completion of the Underlying Acquisition, the Investment Agreements);

	(e)		agree to any amendment to any provision of, or grant any waiver or consent or exercise any voting right under the Bond Trust Deed or any other Transaction Document to which it is a party in a manner which has a Material Adverse Effect or agree to extend the date by which the Underlying Acquisition must be completed to a date later than 27 October 2006;
	(f)		incur any indebtedness for borrowed money other than in respect of the Bonds or the Swap Agreement or give any guarantee or indemnity in respect of any indebtedness or of any obligation of any person;
	(g)		amend its constitutive documents;
	(h)		have any subsidiaries (other than the HoldCos and their subsidiaries) or establish any offices, branches or other “establishments” (as that term is used in article 2(h) of Council Regulation (EC) No. 1346/2000 on Insolvency Proceedings) anywhere in the world except in the United States of America;
	(i)		have any employees;
	(j)		enter into any reconstruction, amalgamation, merger or consolidation;
	(k)		except as otherwise required or permitted by Clause 14.1, convey or transfer all or a substantial part of its properties or assets (in one or a series of transactions) to any person;
	(l)		issue any membership interests (other than such membership interests as are in issue as at the Closing Date) nor redeem or purchase any of its issued membership interests capital, nor declare or pay any dividends or distributions, save any dividends or similar amounts received from the HoldCos in respect of the HoldCo Shares prior to the occurrence of an Event of Default (“Eligible Dividends”) and paid by the Issuer prior to the occurrence of an Event of Default;
	(m)		enter into any material agreement or contract with any person (other than the Transaction Documents);
	(n)		terminate the Swap Documents prior to (a) the redemption of the Bonds in full or (b) providing for the replacement of the Swap Agreement with a swap agreement on substantially the same terms (including as to pricing) and in form and substance satisfactory to the Trustee;
	(o)		release from or terminate the appointment of the Trustee under the Bond Trust Deed, the Accounts Bank under the Account Bank Agreement, the Servicer under the Administrative Services Agreement, the Principal Paying Agent, a Paying Agent or the Calculation Agent under the Agency Agreement or the Cash Manager under the Cash Management Agreement;
	(p)		enter into any lease in respect of, or own, premises;
	(q)		have an interest in any bank account other than the Issuer Accounts, unless such account or interest therein is charged to the Trustee on terms acceptable to it;

	(r)		subscribe for new shares in the HoldCos, exercise any rights of first offer (in accordance with section 7.04 of the Shareholders Agreements), exercise any call rights in respect of the HoldCo Shares of another shareholder in either Holdco (in accordance with section 7.06 of either Shareholders Agreement) or exercise any tag-along rights (in accordance with section 7.04 of either Shareholders Agreement);
	(s)		agree to the terms of any sale and purchase agreement with another shareholder of a HoldCo which has served a Call Option Exercise Notice unless the provisions of Clause 14.1 (rr) requiring exercise of the Put Rights do not apply;
	(t)		serve an Exercise Notice other than as required in accordance with paragraphs (oo) to (vv) of Clause 14.1;
	(u)		apply the proceeds from the Interest Letter of Credit towards any payments other than those set out in Condition 2 paragraphs (c) (i), (ii), (iii), (iv), (v) and (viii) and Condition 3 paragraphs (i), (ii), (iii), (iv) and (vii);
	(v)		make any election to choose or change its US federal income tax classification or take any other action to cause it to be a corporation for US federal income tax purposes; or
	(w)		on or prior to the service of a Bond Enforcement Notice, apply the proceeds from the Principal Letter of Credit towards any payments other than those set out in Condition 2 paragraph (c)(vi), and to the extent that the Principal Amount Outstanding under the Bonds and any Call Premium have been paid in full, payments under Condition 2 paragraphs (c) (vii), (viii) and (ix).

14.3		Separateness Covenants
		The Issuer shall maintain its separate existence and, specifically, shall conduct its affairs in accordance with the following:

(a)

The Issuer shall: (1) maintain and prepare separate financial reports (if any) and financial statements (if any) in accordance with US GAAP, showing its assets and liabilities separate and apart from those of any other person, and will not have its assets listed on the financial statement of any other person (provided, however, that the Issuer’s assets may be included in a consolidated financial statement of the Parent if inclusion on such consolidated financial statement is required to comply with the requirements of US GAAP, but only if (x) such consolidated financial statement shall be appropriately footnoted to the effect that the Issuer’s assets are owned by the Issuer, are not available to satisfy the debts and other obligations of the Parent, affiliate or any other person or entity, and that they are being included on the consolidated financial statement of the Parent to comply with the requirements of US GAAP, and (y) such assets shall be listed on the Issuer’s own separate balance sheet); (2) maintain its books, records and bank accounts separately from those of its affiliates and any other person; (3) not permit any affiliate or any other Person independent access to its bank accounts, except as specifically provided in the Transaction Documents; and (4) file its own tax returns separate from those of any other person or entity, except to the extent that the Issuer is treated as a “disregarded entity” for tax purposes or is not otherwise required to file tax returns under applicable law.

	(b)		The Issuer shall not commingle or pool any of its funds or assets with those of any affiliate or any other person, and it shall hold all of its assets in its own name.
	(c)		The Issuer shall conduct its own business in its own name and shall not operate, or purport to operate, collectively as a single business entity with respect to any person.
	(d)		The Issuer shall, insofar as is consistent with commercial and business circumstances affecting its business and financial condition, remain solvent and pay its own debts, liabilities and expenses (including overhead expenses, if any) only out of its own assets as the same shall become due; provided that this covenant shall not constitute a guaranty or “keep well” obligation of the Parent, affiliate, any administrator of or with respect to the Issuer or any other person in respect of the Issuer or its debt, liabilities or expenses, or any financial or balance sheet condition or ratio of or relating to the Issuer.
	(e)		The Issuer has done, or causes to be done, and shall do, or cause to be done, all things necessary to observe all Delaware limited liability company formalities and other organisational formalities, and preserve its existence, and it shall not, nor shall it permit any affiliate or any other person to, amend, modify or otherwise change the limited liability agreement in a manner which would adversely affect the existence of the Issuer as a special purpose entity.
	(f)		The Issuer does not, and shall not, (i) guarantee, become obligated for, or hold itself or its credit out to be responsible for or available to satisfy, the debts or obligations of any other person or (ii) control the decisions or actions respecting the daily business or affairs of any other person except as permitted by or pursuant to the Transaction Documents.
	(g)		The Issuer shall, to the extent it utilizes stationery, invoices and checks, maintain and utilize separate stationery, invoices and checks bearing its own name.
	(h)		The Issuer shall, at all times, hold itself out to the public as a legal entity separate and distinct from any other person and shall correct any known misunderstanding regarding its separate identity.
	(i)		The Issuer shall not identify itself as a division of any other person.
	(j)		The Issuer shall maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any affiliate or any other person.
	(k)		The Issuer shall not use its separate existence to abuse creditors or to perpetrate a fraud, injury or injustice on creditors in violation of applicable law.
	(l)		The Issuer shall not, in connection with the Transaction Documents, act with an intent to hinder, delay or defraud any of its creditors in violation of applicable law.
	(m)		The Issuer shall maintain an arm’s length relationship with its affiliates and the Parent.
	(n)		The Issuer shall not grant a security interest or otherwise pledge its assets for the benefit of any other person, except as permitted by or pursuant to the Bond Documents.

	(o)		The Issuer shall not acquire any securities or debt instruments of the Parent or its affiliates other than the Issuer’s subsidiaries.
	(p)		The Issuer shall not make loans or advances to any person, except as permitted by or pursuant to the Bond Documents.
	(q)		The Issuer shall make no transfer of its assets except as permitted by or pursuant to the Transaction Documents.

14.4

The Issuer warrants to the Trustee that:

	(a)		as of the Closing Date, it is not required to withhold or deduct any amount for or on account of Delaware tax from payments it is liable to make in respect of the Bonds;
	(b)		it is resident for tax purposes in the United States of America only;
	(c)		it will not be subject to any tax imposed under the laws of any State of the United States or any political subdivision thereof;
	(d)		it is the legal and beneficial owner of all its assets charged, assigned or otherwise secured pursuant to the Security Documents;
	(e)		it has taken all necessary steps to enable it to charge or assign as security the Charged Property in accordance with clause 3 of the Deed of Charge; and
	(f)		it has taken no action or steps to prejudice its right, title and interest in and to the Charged Property and the Security.

15		Remuneration and Indemnification of Trustee
15.1		The Issuer shall pay to the Trustee remuneration for its services as trustee as from the date of this Bond Trust Deed, such remuneration to be paid annually in advance on the anniversary date of this Bond Trust Deed and at such rate and to be paid on such dates as may from time to time be agreed between the Issuer and the Trustee. Such remuneration shall accrue from day to day and be payable up to and including the date when, all the Bonds having become due for redemption in full, the redemption moneys and interest thereon to the date of redemption have been paid to the Principal Paying Agent or, as the case may be, the Trustee, provided that, if upon due presentation of any Bond in accordance with the Conditions, payment of the moneys due in respect thereof is improperly withheld or refused, remuneration will commence again to accrue.
15.2		In the event of the occurrence of an Event of Default or a Potential Event of Default or the Trustee considering it expedient or necessary or being requested by the Issuer to undertake duties which the Trustee and the Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents the Issuer shall pay to the Trustee such additional remuneration as shall be agreed between them.
15.3		The Issuer shall in addition pay to the Trustee an amount equal to the amount of any VAT or similar tax chargeable in respect of its remuneration under these presents.

15.4

In the event of the Trustee and the Issuer failing to agree:

(a)

(in a case to which Clause 15.1 above applies) upon the amount of the remuneration; or

(b)

(in a case to which Clause 15.2 above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or upon such additional remuneration,

such matters shall be determined by a merchant or investment bank (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank being payable by the Issuer) and the determination of any such merchant or investment bank shall be final and binding upon the Trustee and the Issuer.

15.5		Indemnity: The Issuer will on demand by the Trustee indemnify it in respect of Amounts or Claims paid or incurred by it in acting as trustee under this Trust Deed (including (1) any Agent/Delegate Liabilities and (2) in respect of disputing or defending any Amounts or Claims made against the Trustee or any Agent/Delegate Liabilities). The Issuer will on demand by such agent or delegate indemnify it against such Agent/Delegate Liabilities. “Amounts or Claims” are losses, liabilities, costs, claims, actions, demands or expenses and “Agent/Delegate Liabilities” are Amounts or Claims which the Trustee is or would be obliged to pay or reimburse to any of its agents or delegates appointed pursuant to this Trust Deed. The Contracts (Rights of Third Parties) Act 1999 applies to this sub-Clause 15.5.
15.6		All amounts payable pursuant to Clause 15.5 shall be payable by the Issuer on the date specified in a demand by the Trustee and in the case of payments actually made by the Trustee or an Indemnifying Party prior to such demand shall carry interest at the rate of three per cent per annum above the base rate (on the date on which payment was made by the Trustee) of National Westminster Bank plc from the date such demand is made, and in all other cases shall (if not paid within 30 days after the date of such demand or, if such demand specifies that payment is to be made on an earlier date, on such earlier date) carry interest at such rate from such 30th day or such earlier date specified in such demand. All remuneration payable to the Trustee shall carry interest at such rate from the due date therefor.
15.7		Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause 15 shall continue in full force and effect notwithstanding such discharge.
16		Supplement to Trustee Acts
		The Trustee shall have all the powers conferred upon trustees by the Trustee Act 1925 and the Trustee Act 2000 of England and Wales (together, the “Trustee Acts”). Where there are any inconsistencies between the Trustee Acts and the provisions of these presents, the provisions of these presents shall, to the extent allowed by law, prevail and, in the case of any such inconsistency with the Trustee Act 2000 of England and Wales, the provisions of these presents shall constitute a restriction or exclusion for the purposes of that Act. The Trustee shall have all the powers conferred upon trustees by the Trustee Acts and by way of supplement thereto it is expressly declared as follows:

(a)

The Trustee may in relation to these presents act on the advice or opinion of, or a certificate or report from, or any information obtained from, any lawyer, valuer, accountant, surveyor, banker, broker, auctioneer or other expert, whether obtained

			by the Issuer, the Trustee or otherwise and whether addressed to the Trustee or not, and shall not be responsible for any Liability occasioned by so acting.
	(b)		Any such advice, opinion or information may be sent or obtained by letter, telex, telegram, facsimile transmission, cable or e-mail and the Trustee shall not be liable for acting on any advice, opinion or information purporting to be conveyed by any such letter, telex, telegram, facsimile transmission, cable or e-mail although the same shall contain some error or shall not be authentic.
	(c)		The Trustee may call for and shall be at liberty to accept as sufficient evidence of any fact or matter or the expediency of any transaction or thing which is prima facie within the knowledge of a party to any of the Transaction Documents a certificate signed by two Officers or directors of such party and the Trustee shall not be bound in any such case to call for further evidence or be responsible for any Liability that may be occasioned by it or any other person acting on such certificate.
	(d)		The Trustee shall be at liberty to hold these presents and the other Transaction Documents and any other documents relating thereto or to deposit them in any part of the world with any banker or banking company or company whose business includes undertaking the safe custody of documents or lawyer or firm of lawyers considered by the Trustee to be of good repute and the Trustee shall not be responsible for or required to insure against any Liability incurred in connection with any such holding or deposit and may pay all sums required to be paid on account of or in respect of any such deposit.
	(e)		The Trustee shall not be responsible for the receipt or application of the proceeds of the issue of any of the Bonds by the Issuer, the exchange of any Global Bond for another Global Bond or Definitive Bonds or the delivery of any Global Bond or Definitive Bonds to the person(s) entitled to it or them.
	(f)		The Trustee shall not be bound to give notice to any person of the execution of any documents comprised or referred to in these presents or any other Transaction Document or to take any steps to ascertain whether any Event of Default or Potential Event of Default or any event which causes or may cause a right on the part of the Trustee under or in relation to any Transaction Document to become exercisable has happened and, until it shall have actual knowledge or express notice pursuant to these presents to the contrary, the Trustee shall be entitled to assume that no Event of Default or Potential Event of Default has happened and that the Issuer and each of the other parties are observing and performing all their respective obligations under these presents and, if it does have actual knowledge or express notice as aforesaid, the Trustee shall not be bound to give notice thereof to the Bondholders.
	(g)		Save as expressly otherwise provided in these presents, the Trustee shall have absolute and uncontrolled discretion as to the exercise or non-exercise of its trusts, rights, powers, authorities and discretions under these presents and the other Transaction Documents (the exercise or non-exercise of which as between the Trustee and the Bondholders shall be conclusive and binding on the Bondholders) and shall not be responsible for any Liability which may result from their exercise or non-exercise and in particular the Trustee shall not be bound to act at the request or direction of the Bondholders or otherwise under any provision of these presents or to take at such request or direction or otherwise any other action under any

			provision of these presents, without prejudice to the generality of Clause 9.1, unless it shall first be secured and/or indemnified to its satisfaction against all liabilities to which it may render itself liable or which it may incur by doing so.
	(h)		The Trustee shall not be liable to any person by reason of having acted upon any Extraordinary Resolution in writing or any Extraordinary or other resolution purporting to have been passed at any meeting of Bondholders in respect whereof minutes have been made and signed or any direction of Bondholders even though subsequent to its acting it may be found that there was some defect in the constitution of the meeting or the passing of the resolution or that for any reason the resolution, direction or request was not valid or binding upon such Bondholders.
	(i)		The Trustee shall not be liable to any person by reason of having accepted as valid or not having rejected any Security purporting to be such and subsequently found to be forged or not authentic.
	(j)		The Trustee shall not (unless and to the extent ordered so to do by a court of competent jurisdiction) be required to disclose to any Bondholder any information (including, without limitation, information of a confidential, financial or price sensitive nature) made available to the Trustee by the Issuer or any other person in connection with these presents and the other Transaction Documents and no Bondholder shall be entitled to take any action to obtain from the Trustee any such information.
	(k)		Where it is necessary or desirable for any purpose in connection with these presents to convert any sum from one currency to another it shall (unless otherwise provided by these presents or required by law) be converted at such rate or rates, in accordance with such method and as at such date for the determination of such rate of exchange, as may be agreed by the Trustee in consultation with the Issuer and any rate, method and date so agreed shall be binding on the Issuer and the Bondholders.
	(l)		The Trustee may certify that any of the conditions, events and acts set out in subparagraph (b) of Condition 9 (each of which conditions, events and acts shall, unless in any case the Trustee in its absolute discretion shall otherwise determine, for all the purposes of these presents be deemed to include the circumstances resulting therein and the consequences resulting therefrom) is in its opinion incapable of remedy and/or materially prejudicial to the interests of the Bondholders and any such certificate shall be conclusive and binding upon the Issuer and the Bondholders. To the extent that the Trustee is instructed to take any action pursuant to an Extraordinary Resolution of Bondholders, and any such action requires the determination of whether an event or occurrence has had a Material Adverse Effect, the Trustee shall have no duty to enquire or satisfy itself as to the existence of an event or occurrence having a Material Adverse Effect, shall be entitled to rely conclusively upon such Extraordinary Resolution of the Bondholders regarding the same and shall bear no liability of any nature whatsoever to any person for acting upon such Extraordinary Resolution of the Bondholders.
	(m)		The Trustee as between itself and the Bondholders may determine all questions and doubts arising in relation to any of the provisions of these presents or any

			other Transaction Document. Every such determination, whether or not relating in whole or in part to the acts or proceedings of the Trustee, shall be conclusive and shall bind the Trustee and the Bondholders.
	(n)		In connection with the exercise or performance by it of any right, power, trust, authority, duty or discretion under or in relation to these presents or any other Transaction Documents:

	(i)		(including, without limitation, any consent, approval, modification, waiver, authorisation or determination referred to in Clause 19), the Trustee shall have regard to the general interests of the Bondholders and shall not have regard to any interests arising from circumstances particular to individual Bondholders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of any such exercise for individual Bondholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political sub-division thereof and the Trustee shall not be entitled to require, nor shall any Bondholder be entitled to claim, from the Issuer, the Trustee or any other person any indemnification or payment in respect of any tax consequence of any such exercise upon individual Bondholders; and
	(ii)		(excluding any consent, approval, modification, waiver, authorisation or determination referred to in Clause 19), the Trustee shall have regard, except where expressly provided otherwise, to the interests of the Bondholders equally; and
	(iii)		except where expressly provided otherwise, and except in respect of the Swap Counterparty, so long as any of the Bonds remain outstanding, the Trustee is not required to have regard to the interests of any other persons entitled to the benefit of the Security.

	(o)		Any trustee of these presents being a lawyer, accountant, broker or other person engaged in any profession or business shall be entitled to charge and be paid all usual professional and other charges for business transacted and acts done by him or his firm in connection with these presents or any other Transaction Document and also his proper charges in addition to disbursements for all other work and business done and all time spent by him or his firm in connection with matters arising in connection with these presents or any other Transaction Document.
	(p)		The Trustee may whenever it thinks fit delegate by power of attorney or otherwise to any person or persons or fluctuating body of persons (whether being a joint trustee of these presents or not) all or any of its trusts, rights, powers, authorities and discretions under these presents or any other Transaction Document. Such delegation may be made upon such terms (including power to sub-delegate) and subject to such conditions and regulations as the Trustee may in the interests of the Bondholders think fit. The Trustee shall not be under any obligation to supervise the proceedings or acts of any such delegate or sub-delegate or be in any way responsible for any Liability incurred by reason of any misconduct, omission or default on the part of any such delegate or sub-delegate. The Trustee shall within a reasonable time after any such delegation or any renewal, extension or termination thereof give notice thereof to the Issuer.

	(q)		The Trustee may in relation to these presents or any other Transaction Document instead of acting personally employ and pay an agent (whether being a lawyer or other professional person) to transact or conduct, or concur in transacting or conducting, any business and to do, or concur in doing, all acts required to be done in connection with these presents or any other Transaction Document (including the receipt and payment of money). The Trustee shall not be under any obligation to supervise the proceedings or acts of any such agent or be in any way responsible for any Liability incurred by reason of any misconduct, omission or default on the part of any such agent.
	(r)		The Trustee may appoint and pay any person to act as a custodian or nominee on any terms in relation to such assets of the trusts constituted by these presents as the Trustee may determine. The Trustee shall not be under any obligation to supervise the proceedings or acts of any such person or be in any way responsible for any Liability incurred by reason of any misconduct, omission or default on the part of any such person. The Trustee is not obliged to appoint a custodian if the Trustee invests in securities payable to bearer.
	(s)		The Trustee shall not have any responsibility for, or have any duty to make any investigation in respect of, or in any way be liable whatsoever for:

	(i)		the nature, status, creditworthiness or solvency of the Issuer or any other party to any Transaction Document;
	(ii)		the execution, delivery, legality, validity, adequacy, admissibility in evidence, enforceability, genuineness, effectiveness or suitability of any Transaction Document or any other document entered into in connection therewith or of any transfer, security or trust effected or constituted or purported to be effected or constituted by any Transaction Document or any other document entered into in connection therewith;
	(iii)		the title to, or the ownership, value, sufficiency or existence of any property comprised or intended to be comprised in the security constituted or purported to be constituted by any Transaction Document;
	(iv)		the registration, filing, protection or perfection of the security constituted or purported to be constituted by any Transaction Document or the priority of any such security, whether in respect of any initial advance or any subsequent advance or any other sums or liabilities;
	(v)		the scope or accuracy of any recital, representation, warranty or statement made by or on behalf of any person in any Transaction Document or any other document entered into in connection therewith;
	(vi)		the failure by any person to obtain or comply with any licence, consent or other authority in connection with any Transaction Document;
	(vii)		the failure to call for delivery of documents of title to or require any transfers, legal mortgages, charges or other further assurances pursuant to the provisions of any Transaction Documents; or
	(viii)		any accounts, books, records or files maintained by any person in connection with or in respect of any property comprised or intended to be

comprised in the security constituted or purported to be constituted by any Transaction Documents.

	(t)		The Trustee may call for any certificate or other document to be issued by Euroclear or Clearstream, Luxembourg as to the Principal Amount Outstanding of Bonds standing to the account of any person. Any such certificate or other document shall, in the absence of manifest error, be conclusive and binding for all purposes. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant clearing system (including Euroclear’s EUCLID or Clearstream, Luxembourg’s Cedcom system) in accordance with its usual procedures and in which the holder of a particular Principal Amount Outstanding of Bonds is clearly identified together with the amount of such holding. The Trustee shall not be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by Euroclear or Clearstream, Luxembourg and subsequently found to be forged or not authentic.
	(u)		Except where the receipt of the same by the Trustee is expressly provided for in these presents or any other Transaction Document, the Trustee shall not be responsible to any person for failing to request, require or receive any legal opinion relating to the Bonds or any Transaction Document or any search, report, certificate, advice, valuation, investigation or information relating to any Transaction Document, any transaction contemplated by any Transaction Document, any party to any Transaction Document or any of such party’s assets or liabilities. The Trustee shall in no circumstances be responsible to any person for checking or commenting upon the content of any such legal opinion, search, report, certificate, advice, valuation, investigation or information or for ensuring disclosure to the Bondholders of such content or any part of it or for determining the acceptability of such content or any part of it to any Bondholder and shall not be responsible for any Liability incurred thereby.
	(v)		Any corporation into which the Trustee shall be merged or with which it shall be consolidated or any company resulting from any such merger or consolidation shall be a party hereto and shall be the Trustee under these presents without executing or filing any paper or document or any further act on the part of the parties hereto.
	(w)		No provision of these presents or any other Transaction Document shall:

	(i)		require the Trustee to do anything which may be illegal or contrary to applicable law or regulation or prevent the Trustee from doing anything which is necessary or desirable to comply with any applicable law or regulation; or
	(ii)		require the Trustee, and the Trustee shall not be bound, to do anything which may cause it to expend or risk its own funds or otherwise incur any Liability in the performance of any of its duties or in the exercise of any of its rights, powers, authorities or discretions or otherwise in connection with these presents or any other Transaction Document (including, without limitation, forming any opinion or employing any such person as is referred to in Clause 16(a)), if it shall believe that repayment of such funds is not assured to it or it is not indemnified to its satisfaction against such Liability and, for this purpose, the Trustee may demand prior to taking any such

action, that there be paid to it in advance such sums as it considers (without prejudice to any further demand) shall be sufficient so to indemnify it.

	(x)		Unless notified to the contrary, the Trustee shall be entitled to assume without enquiry (other than requesting a certificate pursuant to Clause 14.1(n) that no Bonds are held by, for the benefit of, or on behalf of, the Issuer, any holding company or any other subsidiary of such holding company.
	(y)		The Trustee shall have no responsibility whatsoever to the Issuer, any Bondholder or any other person for the maintenance of or failure to maintain any rating of any of the Bonds by any Rating Agency.
	(z)		Any advice, opinion, certificate, report or information called for by or provided to the Trustee (whether or not addressed to the Trustee) in accordance with or for the purposes of these presents or any other Transaction Document may be relied upon by the Trustee notwithstanding that such advice, opinion, certificate, report or information and/or any engagement letter or other document entered into or accepted by the Trustee in connection therewith contains a monetary or other limit on the liability of the person providing the same in respect thereof and notwithstanding that the scope and/or basis of such advice, opinion, certificate, report or information may be limited by any such engagement letter or other document or by the terms of the advice, opinion, certificate, report or information itself.
	(aa)		The Trustee shall not be liable or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by it in accordance with the provisions of these presents.
	(bb)		The Trustee shall be entitled to take into account, for the purpose of exercising or performing any right, power, trust, authority, duty or discretion under or in relation to the Conditions or any of the Transaction Documents (including, without limitation, any consent, approval, modification, waiver, authorisation or determination referred to in Clause 19) in respect of the Bonds, among other things, any confirmation by any of the Rating Agencies (if available) that the then current ratings of any class of the Bonds would not be adversely affected by such exercise or performance and, if the original rating of Bonds has been downgraded previously, that such exercise or performance would not prevent the restoration of the original ratings.

17		Trustee’s Liability
		Section 1 of the Trustee Act 2000 shall not apply to the duties of the Trustee in relation to the trusts constituted by these presents or any other Transaction Documents, provided that nothing in these presents shall in any case in which the Trustee has failed to show the degree of care and diligence required of it as trustee having regard to the provisions of these presents and the other Transaction Documents conferring on it any trusts, powers, authorities or discretions exempt the Trustee from or indemnify it against any liability for breach of trust or any liability which by virtue of any rule of law would otherwise attach to it in respect of any negligence, wilful default or breach of duty of which it may be guilty in relation to its duties under these presents.

18		Trustee Contracting with the Issuer and Others
		Neither the Trustee nor any director or officer or holding company, subsidiary or associated company of a corporation acting as a trustee under these presents shall by reason of its or his fiduciary position be in any way precluded from:

	(a)		entering into or being interested in any contract or financial or other transaction or arrangement with the Issuer or any other party to any Transaction Document (each a “Relevant Company”) or any person or body corporate associated with a Relevant Company (including without limitation any contract, transaction or arrangement of a banking or insurance nature or any contract, transaction or arrangement in relation to the making of loans or the provision of financial facilities or financial advice to, or the purchase, placing or underwriting of or the subscribing or procuring subscriptions for or otherwise acquiring, holding or dealing with, or acting as paying agent in respect of, the Bonds or any other Bonds, bonds, stocks, shares, debenture stock, debentures or other securities of, a Relevant Company or any person or body corporate associated as aforesaid); or
	(b)		accepting or holding the trusteeship of the Deed of Charge or any other Bond Trust Deed constituting or securing any other securities issued by or relating to, or any other liabilities of, a Relevant Company or any person or body corporate associated as aforesaid or any other office of profit under a Relevant Company or any such person or body corporate associated as aforesaid,

		and shall be entitled to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such contract, transaction or arrangement as is referred to in (a) above or, as the case may be, any such trusteeship or office of profit as is referred to in (b) above without regard to the interests of the Bondholders and notwithstanding that the same may be contrary or prejudicial to the interests of the Bondholders and shall not be responsible for any Liability occasioned to the Bondholders thereby and shall be entitled to retain and shall not be in any way liable to account for any profit made or share of brokerage or commission or remuneration or other amount or benefit received thereby or in connection therewith.
		Where any holding company, subsidiary or associated company of the Trustee or any director or officer of the Trustee acting other than in his capacity as such a director or officer has any information, the Trustee shall not thereby be deemed also to have knowledge of such information and, unless it shall have actual knowledge of such information, shall not be responsible for any loss suffered by Bondholders resulting from the Trustee’s failure to take such information into account in acting or refraining from acting under or in relation to these presents or any other Transaction Document.
19		Waiver, Authorisation and Determination
19.1		Determination
		The Trustee may without the consent or sanction of the Bondholders and without prejudice to its rights in respect of any subsequent breach, Event of Default or Potential Event of Default at any time and from time to time but only if and in so far as in its opinion the interests of the Bondholders shall not be materially prejudiced thereby waive or authorise any breach or proposed breach by the Issuer or any other person of any of the covenants or provisions contained in these presents or any other Transaction Document or determine that any Event of Default or Potential Event of Default shall not be treated as such for the

		purposes of these presents, provided that the Trustee shall not exercise any powers conferred on it by this Clause in contravention of any express direction given by Extraordinary Resolution or by a direction under Condition 9 (Events of Default) but so that no such direction or request shall affect any waiver, authorisation or determination previously given or made. Any such waiver, authorisation or determination may be given or made on such terms and subject to such conditions (if any) as the Trustee may determine, shall be binding on the Bondholders and, if, but only if, the Trustee shall so require, shall be notified by the Issuer to the Bondholders in accordance with the Conditions as soon as practicable thereafter.
19.2		Modification
		The Trustee may without the consent or sanction of the Bondholders at any time and from time to time concur with the Issuer or any other person in making any modification (i) to these presents (including any Basic Terms Modification) or any other Transaction Document which in the opinion of the Trustee may be proper to make, provided that the Trustee is of the opinion that such modification will not be materially prejudicial to the interests of the Bondholders or (ii) to these presents (including any Basic Terms Modification) or any other Transaction Document if in the opinion of the Trustee such modification is of a formal, minor or technical nature or to correct a manifest error. Any such modification may be made on such terms and subject to such conditions (if any) as the Trustee may determine, shall be binding upon the Bondholders and shall be notified by the Issuer to the Bondholders in accordance with the Conditions (unless the Trustee agrees otherwise) and to the Rating Agencies, in each case as soon as practicable thereafter.
19.3		Consent
		Any consent or approval given by the Trustee for the purposes of these presents or any other Transaction Document may be given on such terms and subject to such conditions (if any) as the Trustee thinks fit and notwithstanding anything to the contrary in these presents or any other Transaction Document may be given retrospectively. The Trustee may give any consent or approval if, in its opinion, the interests of the Bondholders will not be materially prejudiced thereby. For the avoidance of doubt, the Trustee shall not have any duty to the Bondholders in relation to such matters other than that which is contained in the preceding sentence.
19.4		Breach
		Any breach of or failure, on the part of the Issuer, to comply with any such terms and conditions as are referred to in Clauses 19.1, 19.2 and 19.3 shall constitute a default by the Issuer in the performance or observance of a covenant or provision binding on it under or pursuant to these presents.
20		Entitlement to Treat Bondholder as Absolute Owner
		The Issuer, the Trustee and the Paying Agents may (to the fullest extent permitted by applicable laws) deem and treat the holder of a particular Principal Amount Outstanding of the Bonds as the absolute owner of such Bond or, as the case may be, Principal Amount Outstanding for all purposes (whether or not such Bond or, as the case may be, Principal Amount Outstanding shall be overdue and notwithstanding any notice of ownership thereof or of trust or other interest with regard thereto, any notice of loss or theft thereof or any writing thereon) and the Issuer, the Trustee and the Paying Agents shall not be affected by

		any notice to the contrary. All payments made to, or to the order of, the common depository for Euroclear and Clearstream, Luxembourg with which any Global Bond is deposited shall be valid and, to the extent of the sums so paid, effective to satisfy and discharge the liability for the moneys payable in respect of such Global Bond and the Bonds represented thereby.
21		Currency Indemnity
		The Issuer shall indemnify the Trustee and the Bondholders and keep them indemnified against:

	(a)		any Liability incurred by any of them arising from the non-payment by the Issuer of any amount due to the Trustee or the Bondholders under these presents by reason of any variation in the rates of exchange between those used for the purposes of calculating the amount due under a judgment or order in respect thereof and those prevailing at the date of actual payment by the Issuer; and
	(b)		any deficiency arising or resulting from any variation in rates of exchange between (i) the date as of which the local currency equivalent of the amounts due or contingently due under these presents (other than this Clause) is calculated for the purposes of any bankruptcy, insolvency or liquidation of the Issuer and (ii) the final date for ascertaining the amount of claims in such bankruptcy, insolvency or liquidation. The amount of such deficiency shall be deemed not to be reduced by any variation in rates of exchange occurring between the said final date and the date of any distribution of assets in connection with any such bankruptcy, insolvency or liquidation.

		The above indemnity shall constitute an obligation of the Issuer separate and independent from its obligations under the other provisions of these presents and shall apply irrespective of any indulgence granted by the Trustee or the Bondholders from time to time and shall continue in full force and effect notwithstanding the judgment or filing of any proof or proofs in any bankruptcy, insolvency or liquidation of the Issuer for a liquidated sum or sums in respect of amounts due under these presents (other than this Clause). Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Bondholders and no proof or evidence of any actual loss shall be required by the Issuer or its liquidator or liquidators.
22		New Trustee
22.1		The power to appoint a new trustee of these presents shall, subject as hereinafter provided, be vested in the Issuer but no person shall be appointed who shall not previously have been approved by Extraordinary Resolutions of the Bondholders. One or more persons may hold office as trustee or trustees of these presents but such trustee or trustees shall be or include a Trust Corporation. Whenever there shall be more than two trustees of these presents the majority of such trustees shall be competent to execute and exercise all the duties, powers, trusts, authorities and discretions vested in the Trustee by these presents provided that a Trust Corporation shall be included in such majority. Any appointment of a new trustee of these presents shall as soon as practicable thereafter be notified by the Issuer to the Principal Paying Agent, and the Bondholders in accordance with the Conditions.

22.2		Separate and Co-Trustees
		Notwithstanding the provisions of Clause 22.1 above, the Trustee may, upon giving prior notice to the Issuer (but without the consent of the Issuer or the Bondholders), appoint any person established or resident in any jurisdiction (whether a Trust Corporation or not) to act either as a separate trustee or as a co-trustee jointly with the Trustee:

	(a)		if the Trustee considers such appointment to be in the interests of the Secured Creditors;
	(b)		for the purposes of conforming to any legal requirements, restrictions or conditions in any jurisdiction in which any particular act or acts is or are to be performed or any Charged Property is to be located; or
	(c)		for the purposes of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction of either a judgment already obtained or any of the provisions of these presents or any other Transaction Document against the Issuer or any other person.

		The Issuer irrevocably appoints the Trustee to be its attorney in its name and on its behalf to execute any such instrument of appointment. Such a person shall (subject always to the provisions of these presents and the other Transaction Documents) have such rights, powers, trusts, authorities and discretions (not exceeding those conferred on the Trustee by these presents and the other Transaction Documents) and such duties and obligations as shall be conferred or imposed by the instrument of appointment. The Trustee shall have power in like manner to remove any such person. Such remuneration as the Trustee may pay to any such person, together with any attributable Liabilities incurred by it in performing its function as such separate trustee or co-trustee, shall for the purposes of these presents be treated as Liabilities incurred by the Trustee.
23		Trustee’s Retirement and Removal
		A trustee of these presents may retire at any time on giving not less than 60 days’ prior written notice to the Issuer without giving any reason and without being responsible for any Liabilities incurred by reason of such retirement. The Bondholders may by an Extraordinary Resolution remove any trustee or trustees for the time being of these presents. The Issuer undertakes that, in the event of the only trustee of these presents which is a Trust Corporation (for the avoidance of doubt, disregarding for this purpose any separate or co-trustee appointed under Clause 22.2) giving notice under this Clause or being removed by Extraordinary Resolution of the Bondholders, it will use its best endeavours to procure that a new trustee of these presents being a Trust Corporation is appointed as soon as reasonably practicable thereafter. The retirement or removal of any such trustee shall not become effective until a successor trustee being a Trust Corporation is appointed. If, in such circumstances, no appointment of such a new trustee has become effective within 60 days of the date of such notice or Extraordinary Resolution, the Trustee shall be entitled to appoint a Trust Corporation as trustee of these presents, but no such appointment shall take effect unless previously approved by Extraordinary Resolution as aforesaid.
24		Trustee’s Powers to be Additional
		The powers conferred upon the Trustee by these presents shall be in addition to any powers which may from time to time be vested in the Trustee by the general law or as a holder of any of the Bonds.

25		Notices
		Any notices shall be given in writing and shall be sufficiently secured or given if made as specified in Schedule 6.
26		Limited Recourse and Non-Petition
26.1		The obligations of the Issuer under the Bonds and the Bond Documents will not be obligations or responsibilities of, or guaranteed by, Shaw Group any other person or entity, and the Secured Creditors shall have no recourse to Shaw Group beyond the pledge by The Shaw Group Inc. of its membership interests in the Issuer pursuant to the Parent Pledge Agreement.
26.2		Having realised the Security and distributed the net proceeds in accordance with the terms of the Deed of Charge, neither the Trustee nor any other Secured Creditor may take any further steps against the Issuer to recover any sum still unpaid and the Issuer’s liability for any sum still unpaid shall be extinguished.
26.3		None of the Trustee or any other Secured Creditor may take any corporate action or other steps or legal proceedings for the dissolution, liquidation or reorganisation of, or for the appointment of a receiver, administrator, trustee, liquidator or similar official for, the Issuer under any bankruptcy, insolvency, receivership or similar law.
27		Governing Law
		These presents are governed by, and shall be construed in accordance with, English law.
28		Submission to Jurisdiction
28.1		The Issuer irrevocably agrees for the benefit of the Trustee and the Bondholders that the courts of England are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Bond Trust Deed and accordingly submits to the exclusive jurisdiction of the English courts. The Issuer waives any objection to the courts of England on the grounds that they are an inconvenient or inappropriate forum. The Trustee and (subject to the terms contained herein) the Bondholders may take any suit, action or proceeding arising out of or in connection with these presents (together referred to as “Proceedings”) against the Issuer in any other court of competent jurisdiction and concurrent Proceedings in any number of jurisdictions.
28.2		Invalidity
		If at any time any provision of these presents is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect or impair:

	(a)		the legality, validity or enforceability in that jurisdiction of any other provision of these presents; or
	(b)		the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of these presents.

28.3		Service of Process
		The Issuer irrevocably appoints Law Debenture Corporate Services Limited at Fifth Floor 100 Wood Street London EC2V 7EX as its authorised agent for service of process in

		England. If for any reason such agent shall cease to be such agent for the service of process, the Issuer shall forthwith appoint a new agent for service of process in England and shall immediately notify the Trustee of such appointment. Nothing shall affect the right to serve process in any other manner permitted by law.
29		Counterparts
		This Bond Trust Deed and any trust deed supplemental hereto may be executed and delivered in any number of counterparts (including by facsimile), all of which, taken together, shall constitute one and the same deed and any party to this Bond Trust Deed or any trust deed supplemental hereto may enter into the same by executing and delivering a counterpart (including by facsimile).
30		Contracts (Rights of Third Parties) Act 1999
		A person who is not a party to these presents has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these presents, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

Schedule 1
Certificate of Compliance

[On the letterhead of NUCLEAR ENERGY HOLDINGS, L.L.C.]

To: The Bank of New York of One Canada Square, London E14 5AL as Trustee of a bond trust deed dated 13 October 2006 (the “Bond Trust Deed”) constituting

JPY50,980,000,000 2.20 per cent. Fixed Rate Bonds due 2013 and JPY78,000,000,000 Floating Rate Bonds due 2013

of NUCLEAR ENERGY HOLDINGS, L.L.C. (the “Issuer”).

We,                                                and                                                         each being an Officer of the Issuer HEREBY CERTIFY that:

(a)		as at [ please insert a date not more than seven days prior to delivery of this certificate] there did not exist and had not existed since [•] 2006 any Event of Default or any Potential Event of Default (both as defined in the Bond Trust Deed); and
(b)		during the period from and including [•] 2006 to and including [please insert the date first mentioned in (a) above] the Issuer has complied in all material respects with all its obligations contained in the Bond Trust Deed and Schedules thereto.

Dated this [•] 2006

Officer				Officer

Schedule 2
Form of Global Bonds

Part 1A
Form of Temporary Global Bond

NUCLEAR ENERGY HOLDINGS, L.LC. (a company with limited liability organised under the laws of the State of Delaware, United States of America, whose registered office is c/o Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware ###-###-####)

TEMPORARY GLOBAL BOND

representing

JPY50,980,000,000 2.20 per cent. Fixed Rate Bonds due 2013

This Bond is a Temporary Global Bond without interest coupons in respect of a duly authorised issue of JPY50,980,000,000 2.20 per cent. Fixed Rate Bonds due 2013 of NUCLEAR ENERGY HOLDINGS, L.L.C. (the “Issuer”), designated as specified in the title hereof (the “Bonds”), limited to the aggregate principal amount of JPY50,980,000,000 and constituted by a Bond Trust Deed dated 13 October 2006 (the “Bond Trust Deed”) between the Issuer and The Bank of New York as trustee (the trustee for the time being thereof being herein called the “Trustee”). References herein to the Conditions (or to any particular numbered Condition) shall be to the Conditions (or that particular one of them) set out in Schedule 4 to the Bond Trust Deed. The aggregate principal amount from time to time of this Temporary Global Bond shall be JPY50,980,000,000 or, if less, that amount as shall be shown by the latest entry duly made in the Schedule hereto.

1		Promise to pay
		Subject as provided in this Temporary Global Bond the Issuer promises to pay to the bearer the principal amount of this Temporary Global Bond together with the Call Premium(if any) as consideration for the advance of the principal and any other provisions from which the Issuer benefits in respect of the Bonds (other than the use of the principal secured from time to time) (being at the date hereof JPY50,980,000,000 on the Interest Payment Date falling on or about 15 March 2013 (or in whole or, where applicable, in part on such earlier date as the said principal amount or part respectively or Call Premium may become repayable in accordance with the Conditions or the Bond Trust Deed) and to pay interest as the sole consideration for the use of the principal secured from time to time semi annually in arrear on the 15th of each March and September (each an “Interest Payment Date”) on the principal amount from time to time of this Temporary Global Bond at rates determined in accordance with the Conditions together with such other amounts (if any) as may be payable, all subject to and in accordance with the Conditions and the provisions of the Bond Trust Deed.
2		Exchange for Permanent Global Bond and purchases
		This Temporary Global Bond is exchangeable in whole or in part upon the request of the bearer for a further global Bond in respect of up to JPY50,980,000,000 aggregate principal amount of the Bonds (the “Permanent Global Bond”) only on and subject to the terms and conditions set out below.

		On and after 23 November 2006 (the “Exchange Date”) this Temporary Global Bond may be exchanged in whole or in part at the specified office of the Principal Paying Agent (or such other place as the Trustee may agree) for the Permanent Global Bond and the Issuer shall procure that the Principal Paying Agent shall issue and deliver, in full or partial exchange for this Temporary Global Bond, the Permanent Global Bond (or, as the case may be, endorse the Permanent Global Bond) in an aggregate principal amount equal to the principal amount of this Temporary Global Bond submitted for exchange Provided that if definitive Bonds (together with the coupons appertaining thereto) have already been issued in exchange for all the Bonds represented for the time being by the Permanent Global Bond, then this Temporary Global Bond may thereafter be exchanged only for definitive Bonds (together with the coupons appertaining thereto) and in such circumstances references herein to the Permanent Global Bond shall be construed accordingly and provided further that the Permanent Global Bond shall be issued and delivered (or, as the case may be, endorsed) only if and to the extent that there shall have been presented to the Issuer a certificate from Euroclear Bank S.A./N.V. (“Euroclear”) or from Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) substantially in the form of the certificate attached as Exhibit A.
		Any person who would, but for the provisions of this Temporary Global Bond, the Permanent Global Bond and the Bond Trust Deed, otherwise be entitled to receive a definitive Bond or definitive Bonds shall not be entitled to require the exchange of an appropriate part of this Temporary Global Bond for a like part of the Permanent Global Bond unless and until he shall have delivered or caused to be delivered to Euroclear or Clearstream, Luxembourg a certificate substantially in the form of the certificate attached as Exhibit B (copies of form of certificate will be available at the offices of Euroclear in Brussels and Clearstream, Luxembourg in Luxembourg and the specified office of each of the Paying Agents).
		Upon (i) any exchange of a part of this Temporary Global Bond for a like part of the Permanent Global Bond or (ii) the purchase by or on behalf of the Issuer or any Subsidiary of the Issuer and cancellation of a part of this Temporary Global Bond in accordance with the Conditions, the portion of the principal amount hereof so exchanged or so purchased and cancelled shall be endorsed by or on behalf of the Principal Paying Agent on behalf of the Issuer on Part II of the Schedule hereto, whereupon the principal amount hereof shall be reduced for all purposes by the amount so exchanged or so purchased and cancelled and, in each case, endorsed.
3		Payments
		Until the entire principal amount of this Temporary Global Bond has been extinguished, this Temporary Global Bond shall in all respects be entitled to the same benefits as the definitive Bonds for the time being represented hereby and shall be entitled to the benefit of and be bound by the Bond Trust Deed, except that the holder of this Temporary Global Bond shall not (unless upon due presentation of this Temporary Global Bond for exchange, issue and delivery (or, as the case may be, endorsement) of the Permanent Global Bond is improperly withheld or refused and such withholding or refusal is continuing at the relevant payment date) be entitled (i) to receive any payment of interest on this Temporary Global Bond except (subject to (ii) below) upon certification as hereinafter provided or (ii) on and after the Exchange Date, to receive any payment on this Temporary Global Bond. Upon any payment of principal or interest on this Temporary Global Bond the amount so paid

		shall be endorsed by or on behalf of the Principal Paying Agent on behalf of the Issuer on Part II of the Schedule hereto.
		Payments of interest in respect of Bonds for the time being represented by this Temporary Global Bond shall be made to the bearer only upon presentation to the Issuer of a certificate from Euroclear or from Clearstream, Luxembourg substantially in the form of the certificate attached as Exhibit A. Any person who would, but for the provisions of this Temporary Global Bond and of the Bond Trust Deed, otherwise be beneficially entitled to a payment of interest on this Temporary Global Bond shall not be entitled to require such payment unless and until he shall have delivered or caused to be delivered to Euroclear or Clearstream, Luxembourg a certificate substantially in the form of the certificate attached as Exhibit B (copies of form of certificate will be available at the offices of Euroclear in Brussels and Clearstream, Luxembourg in Luxembourg and the specified office of each of the Paying Agents).
		Upon any payment of principal and endorsement of such payment on Part II of the Schedule hereto, the principal amount of this Temporary Global Bond shall be reduced for all purposes by the principal amount so paid and endorsed.
		All payments of any amounts payable and paid to the bearer of this Temporary Global Bond shall be valid and, to the extent of the sums so paid, effectual to satisfy and discharge the liability for the moneys payable hereon, on the Permanent Global Bond and on the relevant definitive Bonds.
4		Accountholders
		For so long as all of the Bonds are represented by a Global Bond and such Global Bond(s) are held on behalf of Euroclear and/or Clearstream, Luxembourg, each person who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular principal amount of such Bonds (each an Accountholder) (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the principal amount of such Bonds standing to the account of any person shall, in the absence of manifest error, be conclusive and binding for all purposes) shall be treated as the holder of such principal amount of such Bonds for all purposes (including for the purposes of any quorum requirements of, or the right to demand a poll at, meetings of the Bondholders) other than with respect to the payment of principal and interest on such Bonds, the right to which shall be vested, as against the Issuer and the Trustee, solely in the bearer of the relevant Global Bond in accordance with and subject to its terms and the terms of the Bond Trust Deed. Each Accountholder must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for its share of each payment made to the bearer of the relevant Global Bond.
5		Notices
		For so long as all of the Bonds are represented by one or both of the Permanent Global Bond and this Temporary Global Bond and such Global Bond(s) are held on behalf of Euroclear and/or Clearstream, Luxembourg, notices to Bondholders may be given by delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg (as the case may be) for communication to the relative Accountholders rather than by publication as required by Condition 15. Any such notice shall be deemed to have been given to the Bondholders on the second day after the day on which such notice is delivered to Euroclear and/or Clearstream, Luxembourg (as the case may be) as aforesaid.

		Whilst any Bonds held by a Bondholder are represented by a Global Bond, notices to be given by such Bondholder may be given by such Bondholder to the Principal Paying Agent through Euroclear and/or Clearstream, Luxembourg, as the case may be, in such a manner as the Principal Paying Agent and Euroclear and/or Clearstream, Luxembourg, as the case may be, may approve for this purpose.
6		Prescription
		Claims against the Issuer in respect of principal and interest on the Bonds represented by the Permanent Global Bond or this Temporary Global Bond will be prescribed after ten years (in the case of principal) and five years (in the case of interest) from the Relevant Date (as defined in Condition 10).
7		Meetings
		The holder of a Temporary Global Bond will be treated as being one person for the purposes of any quorum requirements of, or the right to demand a poll at, a meeting of Bondholders and, at any such meeting, as having one vote in respect of each JPY 10,000,000 in principal amount of Bonds.
8		Euroclear and Clearstream, Luxembourg
		References herein to Euroclear and/or Clearstream, Luxembourg shall be deemed to include references to any other clearing system approved by the Trustee.
9		Authentication
		This Temporary Global Bond shall not be or become valid or obligatory for any purpose unless and until authenticated by or on behalf of the Principal Paying Agent.
10		Governing law
		This Temporary Global Bond is governed by, and shall be construed in accordance with, the laws of England and Wales and the Issuer has in the Bond Trust Deed submitted to the jurisdiction of the courts of England for all purposes in connection with this Temporary Global Bond.
11		Contracts (Rights of Third Parties) Act 1999
		No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Temporary Global Bond, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

In witness whereof the Issuer has caused this Temporary Global Bond to be signed manually or in facsimile by a person duly authorised on its behalf.

NUCLEAR ENERGY HOLDINGS, L.L.C.
By:
		Officer
By:
		Officer

Issued in London on 13 October 2006.

Certificate of authentication

This Temporary Global Bond is duly authenticated without recourse, warranty or liability.

Duly authorised for and on behalf of

THE BANK OF NEW YORK
as Principal Paying Agent

The Schedule
Part I
Payments of Principal and Interest

The following payments on this Temporary Global Bond have been made:

						Remaining
						principal amount
						of this Temporary		Notation
						Global Bond		made on
						following such		behalf of
Date made		Interest paid		Principal paid		payment		the Issuer

Part II
Exchanges for Permanent Global Bond, Definitive Bonds and Purchases and Cancellations

The following exchanges of a part of this Temporary Global Bond for [a like part of the Permanent Global Bond] [definitive Bonds] and/or purchases and cancellations of a part of this Temporary Global Bond have been made:

		Part of
		principal
		amount of		Part of		Part of		Aggregate
		this		principal		principal		principal
		Temporary		amount of		amount of		amount of this
		Global Bond		this		this		Temporary		Notation
		exchanged		Temporary		Temporary		Global Bond		made
		for a like		Global Bond		Global Bond		following such		on
		part of the		exchanged		purchased		exchange or		behalf
		Permanent		for definitive		and		purchase and		of the
Date made		Global Bond		Bonds		cancelled		cancellation		Issuer

Exhibit A

NUCLEAR ENERGY HOLDINGS, L.L.C.

JPY50,980,000,000 2.20 PER CENT. FIXED RATE BONDS DUE 2013

(the “Bonds”)

This is to certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organisations appearing in our records as persons being entitled to a portion of the principal amount set forth below (our “Member Organisations”) substantially to the effect set forth in the Bond Trust Deed, as of the date hereof [•] principal amount of the above-captioned Bonds (i) is owned by persons that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States Federal income taxation regardless of its source (“United States persons”), (ii) is owned by United States persons that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv)) (“financial institutions”) purchasing for their own account or for resale, or (b) acquired the Bonds through foreign branches of United States financial institutions and who hold the Bonds through such United States financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution has agreed, on its own behalf or through its agent, that we may advise the Issuer or the Issuer’s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and to the further effect that United States or foreign financial institutions described in Clause (iii) above (whether or not also described in Clause (i) or (ii)) have certified that they have not acquired the Bonds for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.

If the Bonds are of the category contemplated in Section 230.903(c)(3) of Regulation S under the Securities Act of 1933, as amended, then this is also to certify with respect to such principal amount of Bonds set forth above that, except as set forth below, we have received in writing, by tested telex or by electronic transmission, from our Member Organisations entitled to a portion of such principal amount, certifications with respect to such portion, substantially to the effect set forth in the Bond Trust Deed.

We further certify (i) that we are not making available herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) any portion of the Temporary Global Bond excepted in such certifications and (ii) that as of the date hereof we have not received any notification from any of our Member Organisations to the effect that the statements made by such Member Organisations with respect to any portion of the part submitted herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) are no longer true and cannot be relied upon as of the date hereof.

We understand that this certification is required in connection with certain tax laws and, if applicable, certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorise you to produce this certification to any interested party in such proceedings.

*Dated

[Euroclear Bank S.A./N.V.][Clearstream Banking, société anonyme]

Exhibit B

NUCLEAR ENERGY HOLDINGS, L.L.C.
JPY50,980,000,000 2.20 PER CENT. FIXED RATE BONDS DUE 2013
(the “Bonds”)

This is to certify that as of the date hereof, and except as set forth below, the above-captioned Bonds held by you for our account (i) are owned by person(s) that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States Federal income taxation regardless of its source (“United States person(s)”), (ii) are owned by United States person(s) that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv)) (“financial institutions”) purchasing for their own account or for resale, or (b) acquired the Bonds through foreign branches of United States financial institutions and who hold the Bonds through such United States financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution hereby agrees, on its own behalf or through its agent, that you may advise the Issuer or the Issuer’s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by United States or foreign financial institution(s) for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the Bonds is a United States or foreign financial institution described in Clause (iii) above (whether or not also described in Clause (i) or (ii)) this is further to certify that such financial institution has not acquired the Bonds for the purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.

If the Bonds are of the category contemplated in Section 230.903(c)(3) of Regulation S under the Securities Act of 1933, as amended, (the “Act”), then this is also to certify that, except as set forth below (i) in the case of debt securities, the Bonds are beneficially owned by (a) non-U.S. person(s) or (b) U.S. person(s) who purchased the Bonds in Transactions which did not require registration under the Act; or (ii) in the case of equity securities, the Bonds are owned by (x) non-U.S. person(s) (and such person(s) are not acquiring the Bonds for the account or benefit of U.S. person(s)) or (y) U.S. person(s) who purchased the Bonds in a transaction which did not require registration under the Act. If this certification is being delivered in connection with the exercise of warrants pursuant to Section 230.902(m) of Regulation S under the Act, then this is further to certify that, except as set forth below, the Bonds are being exercised by and on behalf of non-U.S. person(s). As used in this paragraph the term U.S. person has the meaning given to it by Regulation S under the Act.

As used herein, United States means the United States of America (including the States and the District of Columbia); and its “possessions” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

We undertake to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the Bonds held by you for our account in accordance with your operating procedures if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies as Of such date.

This certification excepts and does not relate to JPY[•] of such interest in the above Bonds in respect of which we are not able to certify and as to which we understand exchange and delivery

of definitive Bonds (or, if relevant, exercise of any rights or collection of any interest) cannot be made until we do so certify.

We understand that this certification is required in connection with certain tax laws and, if applicable, certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorise you to produce this certification to any interested party in such proceedings.

*Dated

By:
[Name of person giving certification]
(As, or as agent for, the beneficial
owner(s) of the Bonds
to which this certification relates)

Schedule 2
Form of Global Bonds

Part 1B
Form of Temporary Global Bond

NUCLEAR ENERGY HOLDINGS, L.LC. (a company with limited liability organised under the laws of the State of Delaware, United States of America, whose registered office is c/o Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware ###-###-####)

TEMPORARY GLOBAL BOND

representing

JPY78,000,000,000 FLOATING RATE BONDS DUE 2013

This Bond is a Temporary Global Bond without interest coupons in respect of a duly authorised issue of JPY78,000,000,000 Floating Rate Bonds due 2013 of NUCLEAR ENERGY HOLDINGS, L.L.C. (the “Issuer”), designated as specified in the title hereof (the “Bonds”), limited to the aggregate principal amount of JPY78,000,000,000 and constituted by a Bond Trust Deed dated 13 October 2006 (the “Bond Trust Deed”) between the Issuer and The Bank of New York as trustee (the trustee for the time being thereof being herein called the “Trustee”). References herein to the Conditions (or to any particular numbered Condition) shall be to the Conditions (or that particular one of them) set out in Schedule 4 to the Bond Trust Deed. The aggregate principal amount from time to time of this Temporary Global Bond shall be JPY78,000,000,000 or, if less, that amount as shall be shown by the latest entry duly made in the Schedule hereto.

1		Promise to pay
		Subject as provided in this Temporary Global Bond the Issuer promises to pay to the bearer the principal amount of this Temporary Global Bond together with the Call Premium (if any) as consideration for the advance of the principal and any other provisions from which the Issuer benefits in respect of the Bonds (other than the use of the principal secured from time to time) (being at the date hereof JPY78,000,000,000 on the Interest Payment Date on or about 15 March 2013 (or in whole or, where applicable, in part on such earlier date as the said principal amount or part respectively or Call Premium may become repayable in accordance with the Conditions or the Bond Trust Deed) and to pay interest as the sole consideration for the use of the principal secured from time to time semi annually in arrear on the 15th of each March and September (each an “Interest Payment Date”) on the principal amount from time to time of this Temporary Global Bond at rates determined in accordance with the Conditions together with such other amounts (if any) as may be payable, all subject to and in accordance with the Conditions and the provisions of the Bond Trust Deed.
2		Exchange for Permanent Global Bond and purchases
		This Temporary Global Bond is exchangeable in whole or in part upon the request of the bearer for a further global Bond in respect of up to JPY78,000,000,000 aggregate principal amount of the Bonds (the “Permanent Global Bond”) only on and subject to the terms and conditions set out below.

		On and after 23 November 2006 (the “Exchange Date”) this Temporary Global Bond may be exchanged in whole or in part at the specified office of the Principal Paying Agent (or such other place as the Trustee may agree) for the Permanent Global Bond and the Issuer shall procure that the Principal Paying Agent shall issue and deliver, in full or partial exchange for this Temporary Global Bond, the Permanent Global Bond (or, as the case may be, endorse the Permanent Global Bond) in an aggregate principal amount equal to the principal amount of this Temporary Global Bond submitted for exchange Provided that if definitive Bonds (together with the coupons appertaining thereto) have already been issued in exchange for all the Bonds represented for the time being by the Permanent Global Bond, then this Temporary Global Bond may thereafter be exchanged only for definitive Bonds (together with the coupons appertaining thereto) and in such circumstances references herein to the Permanent Global Bond shall be construed accordingly and provided further that the Permanent Global Bond shall be issued and delivered (or, as the case may be, endorsed) only if and to the extent that there shall have been presented to the Issuer a certificate from Euroclear Bank S.A./N.V. (“Euroclear”) or from Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) substantially in the form of the certificate attached as Exhibit A.
		Any person who would, but for the provisions of this Temporary Global Bond, the Permanent Global Bond and the Bond Trust Deed, otherwise be entitled to receive a definitive Bond or definitive Bonds shall not be entitled to require the exchange of an appropriate part of this Temporary Global Bond for a like part of the Permanent Global Bond unless and until he shall have delivered or caused to be delivered to Euroclear or Clearstream, Luxembourg a certificate substantially in the form of the certificate attached as Exhibit B (copies of form of certificate will be available at the offices of Euroclear in Brussels and Clearstream, Luxembourg in Luxembourg and the specified office of each of the Paying Agents).
		Upon (i) any exchange of a part of this Temporary Global Bond for a like part of the Permanent Global Bond or (ii) the purchase by or on behalf of the Issuer or any Subsidiary of the Issuer and cancellation of a part of this Temporary Global Bond in accordance with the Conditions, the portion of the principal amount hereof so exchanged or so purchased and cancelled shall be endorsed by or on behalf of the Principal Paying Agent on behalf of the Issuer on Part II of the Schedule hereto, whereupon the principal amount hereof shall be reduced for all purposes by the amount so exchanged or so purchased and cancelled and, in each case, endorsed.
3		Payments
		Until the entire principal amount of this Temporary Global Bond has been extinguished, this Temporary Global Bond shall in all respects be entitled to the same benefits as the definitive Bonds for the time being represented hereby and shall be entitled to the benefit of and be bound by the Bond Trust Deed, except that the holder of this Temporary Global Bond shall not (unless upon due presentation of this Temporary Global Bond for exchange, issue and delivery (or, as the case may be, endorsement) of the Permanent Global Bond is improperly withheld or refused and such withholding or refusal is continuing at the relevant payment date) be entitled (i) to receive any payment of interest on this Temporary Global Bond except (subject to (ii) below) upon certification as hereinafter provided or (ii) on and after the Exchange Date, to receive any payment on this Temporary Global Bond. Upon any payment of principal or interest on this Temporary Global Bond the amount so paid

		shall be endorsed by or on behalf of the Principal Paying Agent on behalf of the Issuer on Part II of the Schedule hereto.
		Payments of interest in respect of Bonds for the time being represented by this Temporary Global Bond shall be made to the bearer only upon presentation to the Issuer of a certificate from Euroclear or from Clearstream, Luxembourg substantially in the form of the certificate attached as Exhibit A. Any person who would, but for the provisions of this Temporary Global Bond and of the Bond Trust Deed, otherwise be beneficially entitled to a payment of interest on this Temporary Global Bond shall not be entitled to require such payment unless and until he shall have delivered or caused to be delivered to Euroclear or Clearstream, Luxembourg a certificate substantially in the form of the certificate attached as Exhibit B (copies of form of certificate will be available at the offices of Euroclear in Brussels and Clearstream, Luxembourg in Luxembourg and the specified office of each of the Paying Agents).
		Upon any payment of principal and endorsement of such payment on Part II of the Schedule hereto, the principal amount of this Temporary Global Bond shall be reduced for all purposes by the principal amount so paid and endorsed.
		All payments of any amounts payable and paid to the bearer of this Temporary Global Bond shall be valid and, to the extent of the sums so paid, effectual to satisfy and discharge the liability for the moneys payable hereon, on the Permanent Global Bond and on the relevant definitive Bonds.
4		Accountholders
		For so long as all of the Bonds are represented by a Global Bond and such Global Bond(s) are held on behalf of Euroclear and/or Clearstream, Luxembourg, each person who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular principal amount of such Bonds (each an Accountholder) (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the principal amount of such Bonds standing to the account of any person shall, in the absence of manifest error, be conclusive and binding for all purposes) shall be treated as the holder of such principal amount of such Bonds for all purposes (including for the purposes of any quorum requirements of, or the right to demand a poll at, meetings of the Bondholders) other than with respect to the payment of principal and interest on such Bonds, the right to which shall be vested, as against the Issuer and the Trustee, solely in the bearer of the relevant Global Bond in accordance with and subject to its terms and the terms of the Bond Trust Deed. Each Accountholder must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for its share of each payment made to the bearer of the relevant Global Bond.
5		Notices
		For so long as all of the Bonds are represented by one or both of the Permanent Global Bond and this Temporary Global Bond and such Global Bond(s) are held on behalf of Euroclear and/or Clearstream, Luxembourg, notices to Bondholders may be given by delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg (as the case may be) for communication to the relative Accountholders rather than by publication as required by Condition 15. Any such notice shall be deemed to have been given to the Bondholders on the second day after the day on which such notice is delivered to Euroclear and/or Clearstream, Luxembourg (as the case may be) as aforesaid.

		Whilst any Bonds held by a Bondholder are represented by a Global Bond, notices to be given by such Bondholder may be given by such Bondholder to the Principal Paying Agent through Euroclear and/or Clearstream, Luxembourg, as the case may be, in such a manner as the Principal Paying Agent and Euroclear and/or Clearstream, Luxembourg, as the case may be, may approve for this purpose.
6		Prescription
		Claims against the Issuer in respect of principal and interest on the Bonds represented by the Permanent Global Bond or this Temporary Global Bond will be prescribed after ten years (in the case of principal) and five years (in the case of interest) from the Relevant Date (as defined in Condition 10).
7		Meetings
		The holder of a Temporary Global Bond will be treated as being one person for the purposes of any quorum requirements of, or the right to demand a poll at, a meeting of Bondholders and, at any such meeting, as having one vote in respect of each JPY 10,000,000 in principal amount of Bonds.
8		Euroclear and Clearstream, Luxembourg
		References herein to Euroclear and/or Clearstream, Luxembourg shall be deemed to include references to any other clearing system approved by the Trustee.
9		Authentication
		This Temporary Global Bond shall not be or become valid or obligatory for any purpose unless and until authenticated by or on behalf of the Principal Paying Agent.
10		Governing law
		This Temporary Global Bond is governed by, and shall be construed in accordance with, the laws of England and Wales and the Issuer has in the Bond Trust Deed submitted to the jurisdiction of the courts of England for all purposes in connection with this Temporary Global Bond.
11		Contracts (Rights of Third Parties) Act 1999
		No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Temporary Global Bond, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

In witness whereof the Issuer has caused this Temporary Global Bond to be signed manually or in facsimile by a person duly authorised on its behalf.

NUCLEAR ENERGY HOLDINGS, L.L.C.

By:
		Officer
By:
		Officer

Issued in London on 13 October 2006.

Certificate of authentication

This Temporary Global Bond is duly authenticated without recourse, warranty or liability.

Duly authorised
for and on behalf of
THE BANK OF NEW YORK
as Principal Paying Agent

The Schedule
Part I
Payments of Principal and Interest

The following payments on this Temporary Global Bond have been made:

						Remaining
						principal amount
						of this Temporary		Notation
						Global Bond		made on
						following such		behalf of
Date made		Interest paid		Principal paid		payment		the Issuer

Part II

Exchanges for Permanent Global Bond, Definitive Bonds and Purchases and Cancellations

The following exchanges of a part of this Temporary Global Bond for [a like part of the Permanent Global Bond] [definitive Bonds] and/or purchases and cancellations of a part of this Temporary Global Bond have been made:

		Part of
		principal
		amount of		Part of		Part of		Aggregate
		this		principal		principal		principal
		Temporary		amount of		amount of		amount of this
		Global Bond		this		this		Temporary		Notation
		exchanged		Temporary		Temporary		Global Bond		made
		for a like		Global Bond		Global Bond		following such		on
		part of the		exchanged		purchased		exchange or		behalf
		Permanent Global		for definitive		and		purchase and		of the
Date made		Bond		Bonds		cancelled		cancellation		Issuer

Exhibit A

NUCLEAR ENERGY HOLDINGS, L.L.C.

JPY78,000,000,000 FLOATING RATE BONDS DUE 2013
(the “Bonds”)

This is to certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organisations appearing in our records as persons being entitled to a portion of the principal amount set forth below (our “Member Organisations”) substantially to the effect set forth in the Bond Trust Deed, as of the date hereof [•] principal amount of the above-captioned Bonds (i) is owned by persons that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States Federal income taxation regardless of its source (“United States persons”), (ii) is owned by United States persons that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv)) (“financial institutions”) purchasing for their own account or for resale, or (b) acquired the Bonds through foreign branches of United States financial institutions and who hold the Bonds through such United States financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution has agreed, on its own behalf or through its agent, that we may advise the Issuer or the Issuer’s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and to the further effect that United States or foreign financial institutions described in Clause (iii) above (whether or not also described in Clause (i) or (ii)) have certified that they have not acquired the Bonds for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.

If the Bonds are of the category contemplated in Section 230.903(c)(3) of Regulation S under the Securities Act of 1933, as amended, then this is also to certify with respect to such principal amount of Bonds set forth above that, except as set forth below, we have received in writing, by tested telex or by electronic transmission, from our Member Organisations entitled to a portion of such principal amount, certifications with respect to such portion, substantially to the effect set forth in the Bond Trust Deed.

We further certify (i) that we are not making available herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) any portion of the Temporary Global Bond excepted in such certifications and (ii) that as of the date hereof we have not received any notification from any of our Member Organisations to the effect that the statements made by such Member Organisations with respect to any portion of the part submitted herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) are no longer true and cannot be relied upon as of the date hereof.

We understand that this certification is required in connection with certain tax laws and, if applicable, certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorise you to produce this certification to any interested party in such proceedings.

*Dated

[Euroclear Bank S.A./N.V.][Clearstream Banking, société anonyme]

Exhibit B

NUCLEAR ENERGY HOLDINGS, L.L.C.
JPY78,000,000,000 FLOATING RATE BONDS DUE 2013
(the “Bonds”)

This is to certify that as of the date hereof, and except as set forth below, the above-captioned Bonds held by you for our account (i) are owned by person(s) that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States Federal income taxation regardless of its source (“United States person(s)”), (ii) are owned by United States person(s) that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv)) (“financial institutions”) purchasing for their own account or for resale, or (b) acquired the Bonds through foreign branches of United States financial institutions and who hold the Bonds through such United States financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution hereby agrees, on its own behalf or through its agent, that you may advise the Issuer or the Issuer’s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by United States or foreign financial institution(s) for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the Bonds is a United States or foreign financial institution described in Clause (iii) above (whether or not also described in Clause (i) or (ii)) this is further to certify that such financial institution has not acquired the Bonds for the purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.

If the Bonds are of the category contemplated in Section 230.903(c)(3) of Regulation S under the Securities Act of 1933, as amended, (the “Act”), then this is also to certify that, except as set forth below (i) in the case of debt securities, the Bonds are beneficially owned by (a) non-U.S. person(s) or (b) U.S. person(s) who purchased the Bonds in transactions which did not require registration under the Act; or (ii) in the case of equity securities, the Bonds are owned by (x) non-U.S. person(s) (and such person(s) are not acquiring the Bonds for the account or benefit of U.S. person(s)) or (y) U.S. person(s) who purchased the Bonds in a transaction which did not require registration under the Act. If this certification is being delivered in connection with the exercise of warrants pursuant to Section 230.902(m) of Regulation S under the Act, then this is further to certify that, except as set forth below, the Bonds are being exercised by and on behalf of non-U.S. person(s). As used in this paragraph the term U.S. person has the meaning given to it by Regulation S under the Act.

As used herein, United States means the United States of America (including the States and the District of Columbia); and its “possessions” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

We undertake to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the Bonds held by you for our account in accordance with your operating procedures if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such date.

This certification excepts and does not relate to JPY[•] of such interest in the above Bonds in respect of which we are not able to certify and as to which we understand exchange and delivery

of definitive Bonds (or, if relevant, exercise of any rights or collection of any interest) cannot be made until we do so certify.

We understand that this certification is required in connection with certain tax laws and, if applicable, certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorise you to produce this certification to any interested party in such proceedings.

*Dated

By:
[Name of person giving certification]
(As, or as agent for, the beneficial
owner(s) of the Bonds
to which this certification relates)

Part 2A
Form of Permanent Global Bond

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

NUCLEAR ENERGY HOLDINGS, L.L.C. (a company with limited liability organised under the laws of the State of Delaware, United States of America, whose registered office is c/o Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware ###-###-####)

PERMANENT GLOBAL BOND

representing up to

JPY50,980,000,000 2.20 PER CENT. FIXED RATE BONDS DUE 2013

This Bond is a Permanent Global Bond without interest coupons in respect of a duly authorised issue of JPY50,980,000,000 2.20 PER CENT. FIXED RATE BONDS DUE 2013 of NUCLEAR ENERGY HOLDINGS, L.L.C. (the “Issuer”), designated as specified in the title hereof (the “Bonds”), limited to the aggregate principal amount of JPY50,980,000,000 and constituted by a Bond Trust Deed dated 13 October 2006 (the “Bond Trust Deed”) between the Issuer and The Bank Of New York as trustee (the trustee for the time being thereof being herein called the “Trustee”). References herein to the Conditions (or to any particular numbered Condition) shall be to the Conditions (or that particular one of them) set out in the Schedule 4 to the Bond Trust Deed. The aggregate principal amount from time to time of this Permanent Global Bond shall be JPY50,980,000,000 or, if less, that amount as shall be shown by the latest entry duly made in the Schedule hereto.

1		Promise to pay
		Subject as provided in this Permanent Global Bond the Issuer promises to pay to the bearer the principal amount of this Permanent Global Bond together with the Call Premium(if any) as consideration for the advance of the principal and any other provisions from which the Issuer benefits in respect of the Bonds (other than the use of the principal secured from time to time) on the Interest Payment Date falling on or about 15 March 2013 (or in whole or, where applicable, in part on such earlier date as the said principal amount or part respectively or Call Premium may become repayable in accordance with the Conditions or the Bond Trust Deed) and to pay interest as the sole consideration for the use of the principal secured from time to time semi annually in arrear on the 15th of each March and September of each year on the principal amount from time to time of this Permanent Global Bond at rates determined in accordance with the Conditions together with such other amounts (if any) as may be payable, all subject to and in accordance with the Conditions and the provisions of the Bond Trust Deed.
2		Exchange for definitive Bonds and purchases
		This Permanent Global Bond will be exchangeable in whole but not in part free of charge to the holder) for definitive Bonds upon (i) not less than 60 days’ written notice from Euroclear Bank S.A./N.V. (“Euroclear”) and/or Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) (acting on the instructions of any holder of an interest in such Permanent Global Bond) to the Principal Paying Agent; (ii) upon the happening of any of the events defined in the Bond Trust Deed as Events of Default, (iii) if either Euroclear or

		Clearstream, Luxembourg is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so and no alternative clearing system satisfactory to the Trustee is available, or (iv) if the Issuer would suffer a disadvantage as a result of a change in laws or regulations (taxation or otherwise) or as a result of a change in the practice of Euroclear and/or Clearstream, Luxembourg which would not be suffered were the Bonds in definitive form and a certificate to such effect signed by two Officers of the Issuer is given to the Trustee. Thereupon (in the case of (i) to (iii) above) the holder of this Permanent Global Bond may give notice to the Issuer, and (in the case of (iv) above) the Issuer may give notice to the Trustee and the Bondholders, of its intention to exchange this Permanent Global Bond for definitive Bonds on or after the Exchange Date (as defined below).
		On or after the Exchange Date the holder of this Permanent Global Bond may or, in the case of (iii) above, shall surrender this Permanent Global Bond to or to the order of the Principal Paying Agent. In exchange for this Permanent Global Bond the Issuer will deliver, or procure the delivery of, definitive Bonds in bearer form, serially numbered, in the denominations of JPY 10,000,000 each with interest coupons and one talon (“Coupons”) attached on issue in respect of interest which has not already been paid on this Permanent Global Bond in the denomination of JPY10,000,000 each (in exchange for the whole of this Permanent Global Bond).
		“Exchange Date” means a day specified in the notice requiring exchange falling not less than 60 days after that on which such notice is given and on which banks are open for business in the city in which the specified office of the Principal Paying Agent is located and (except in the case of (ii) above) in the city in which the relevant clearing system is located.
		Upon (i) any exchange of a part of the Temporary Global Bond for a part of this Permanent Global Bond or (ii) the purchase by or on behalf of the Issuer or any Subsidiary of the Issuer and cancellation of a part of this Permanent Global Bond in accordance with the Conditions, the portion of the principal amount hereof so exchanged shall be endorsed by or on behalf of the Principal Paying Agent on behalf of the Issuer on Part II of the Schedule hereto, whereupon the principal amount hereof shall be increased or, as the case may be, reduced for all purposes by the amount so exchanged and endorsed. Upon the exchange of the whole of this Permanent Global Bond for definitive Bonds this Permanent Global Bond shall be surrendered to or to the order of the Principal Paying Agent and cancelled and, if the holder of this Permanent Global Bond requests, returned to it together with any relevant definitive Bonds.
3		Payments
		Until the entire principal amount of this Permanent Global Bond has been extinguished, this Permanent Global Bond shall (subject as hereinafter and in the Bond Trust Deed provided) in all respects be entitled to the same benefits as the definitive Bonds and shall be entitled to the benefit of and be bound by the Bond Trust Deed. Payments of principal and interest in respect of Bonds represented by this Permanent Global Bond will be made against presentation for endorsement and, if no further payment falls to be made in respect of the Bonds, surrender of this Permanent Global Bond to the order of the Principal Paying Agent as shall have been notified to the Bondholders for such purposes. Upon any payment of principal or interest on this Permanent Global Bond the amount so paid shall

		be endorsed by or on behalf of the Principal Paying Agent on behalf of the Issuer on Part I of the Schedule hereto.
		Upon any payment of principal and endorsement of such payment on Part I of the Schedule hereto, the principal amount of this Permanent Global Bond shall be reduced for all purposes by the principal amount so paid and endorsed.
		All payments of any amounts payable and paid to the bearer of this Permanent Global Bond shall be valid and, to the extent of the sums so paid, effectual to satisfy and discharge the liability for the moneys payable hereon and on the relevant definitive Bonds and Coupons.
4		Accountholders
		For so long as all of the Bonds are represented by one or both of the Temporary Global Bond and this Permanent Global Bond and such Global Bond(s) are held on behalf of Euroclear and/or Clearstream, Luxembourg, each person who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular principal amount of such Bonds (each an “Accountholder”) (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the principal amount of such Bonds standing to the account of any person shall, in the absence of manifest error, be conclusive and binding for all purposes) shall be treated as the holder of such principal amount of such Bonds for all purposes (including for the purposes of any quorum requirements of, or the right to demand a poll at, meetings of the Bondholders) other than with respect to the payment of principal and interest on such Bonds, the right to which shall be vested, as against the Issuer and the Trustee, solely in the bearer of the relevant Global Bond in accordance with and subject to its terms and the terms of the Bond Trust Deed. Each Accountholder must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for its share of each payment made to the bearer of the relevant Global Bond.
5		Notices
		For so long as all of the Bonds are represented by one or both of the Temporary Global Bond and this Permanent Global Bond and such Global Bond(s) are held on behalf of Euroclear and/or Clearstream, Luxembourg, notices to Bondholders may be given by delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg (as the case may be) for communication to the relative Accountholders rather than by publication as required by Condition 15. Any such notice shall be deemed to have been given to the Bondholders on the second day after the day on which such notice is delivered to Euroclear and/or Clearstream, Luxembourg (as the case may be) as aforesaid.
		Whilst any Bonds held by a Bondholder are represented by a Global Bond, notices to be given by such Bondholder may be given by such Bondholder to the Principal Paying Agent through Euroclear and/or Clearstream, Luxembourg, as the case may be, in such a manner as the Principal Paying Agent and Euroclear and/or Clearstream, Luxembourg, as the case may be, may approve for this purpose.
6		Prescription
		Claims against the Issuer in respect of principal and interest on the Bonds represented by the Temporary Global Bond or this Permanent Global Bond will be prescribed after ten

		years (in the case of principal and five years (in the case of interest) from the Relevant Date (as defined in Condition 10).
7		Meetings
		The holder of a Permanent Global Bond will be treated as being one person for the purposes of any quorum requirements of, or the right to demand a poll at, a meeting of Bondholders and, at any such meeting, as having one vote in respect of each JPY 10,000,000 in principal amount of Bonds.
8		Euroclear and Clearstream, Luxembourg
		References herein to Euroclear and/or Clearstream, Luxembourg shall be deemed to include references to any other clearing system approved by the Trustee.
9		Authentication
		This Permanent Global Bond shall not be or become valid or obligatory for any purpose unless and until authenticated by or on behalf of the Principal Paying Agent.
10		Governing law
		This Permanent Global Bond is governed by, and shall be construed in accordance with, the laws of England and Wales and the Issuer has in the Bond Trust Deed submitted to the jurisdiction of the courts of England for all purposes in connection with this Permanent Global Bond.
11		Contracts (Rights of Third Parties) Act 1999
		No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Permanent Global Bond, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

In witness whereof the Issuer has caused this Permanent Global Bond to be signed manually or in facsimile by a person duly authorised on its behalf.

NUCLEAR ENERGY HOLDINGS, L.L.C.

By:
		Officer
By:
		Officer
Issued in London on 13 October 2006.
Certificate of authentication
This Permanent Global Bond is duly authenticated without recourse, warranty or liability.

Duly authorised
for and on behalf of
THE BANK OF NEW YORK
as Principal Paying Agent

The Schedule

Payments of Principal and Interest

The following payments on this Permanent Global Bond have been made:

						Remaining
						principal amount
						of this Permanent		Notation
						Global Bond		made on
						following such		behalf of
Date made		Interest paid		Principal paid		payment		the Issuer