exhibit_4-1.htm


     

     

    
      

    

     

    EXHIBIT
4.1

     

    


    SOLUTIA
INC.

     

    TO

     

    THE BANK
OF NEW YORK MELLON TRUST COMPANY, N.A.

     

    AS
TRUSTEE

     

    _______________

     

    INDENTURE

     

    DATED AS
OF OCTOBER 15, 2009

     

    PROVIDING
FOR ISSUANCE OF SENIOR

     

    DEBT
SECURITIES IN SERIES

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SOLUTIA
INC.

     

    RECONCILIATION
AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND

     

    INDENTURE,
DATED AS OF ___________ ___ _____

     

    
      
        
          	
                  
                    Trust
      Indenture

                    Act
      Section

                  

                	 
      	 	
                  
                    Indenture

                    Section

                  

                	 
	
                  Section 310

                	
                  (a)(1)

                	 	 	609	 
	 
      	
                  (a)(2)

                	 	 	609	 
	 
      	
                  (a)(3)

                	 	
                  Not
      Applicable

                	 
	 
      	
                  (a)(4)

                	 	
                  Not
      Applicable

                	
                   

                
	 
      	
                  (b)

                	 	 	608	 
	 
      	 
      	 	 	610	 
	
                  Section 311

                	
                  (a)

                	 	 	613	 
	 
      	
                  (b)

                	 	 	613	 
	
                  Section 312

                	
                  (a)

                	 	 	701	 
	 
      	 
      	 	 	702	 
	 
      	
                  (b)

                	 	 	702	 
	 
      	
                  (c)

                	 	 	702	 
	
                  Section 313

                	
                  (a)

                	 	 	703	 
	 
      	
                  (b)

                	 	 	703	 
	 
      	
                  (c)

                	 	 	703	 
	 
      	
                  (d)

                	 	 	703	 
	
                  Section 314

                	
                  (a)

                	 	 	704	 
	 
      	
                  (a)(4)

                	 	 	1006	 
	 
      	
                  (b)

                	 	
                  Not
      Applicable

                	 
	 
      	
                  (c)(1)

                	 	 	102	 
	 
      	
                  (c)(2)

                	 	 	102	 
	 
      	
                  (c)(3)

                	 	
                  Not
      Applicable

                	 
	 
      	
                  (d)

                	 	
                  Not
      Applicable

                	 
	 
      	
                  (e)

                	 	 	102	 
	
                  Section 315

                	
                  (a)

                	 	 	601,
      603	 
	 
      	
                  (b)

                	 	 	602	 
	 
      	 
      	 	 	703	 
	 
      	
                  (c)

                	 	 	601	 
	 
      	
                  (d)

                	 	 	601	 
	 
      	
                  (d)(1)

                	 	 	601,
      603	 
	 
      	
                  (d)(2)

                	 	 	601	 
	 
      	
                  (d)(3)

                	 	 	601	 
	 
      	
                  (e)

                	 	 	514	 
	
                  Section 316

                	
                  (a)(1)(A)

                	 	 	512	 
	 
      	
                  (a)(1)(B)

                	 	 	513	 
	 
      	
                  (a)(2)

                	 	
                  Not
      Applicable

                	 
	 
      	
                  (b)

                	 	 	507,
      508	 
	 
      	
                  (c)

                	 	 	512,
      513	 
	
                  Section 317

                	
                  (a)(1)

                	 	 	503	 
	 
      	
                  (a)(2)

                	 	 	504	 
	 
      	
                  (b)

                	 	 	1003	 
	
                  Section 318

                	
                  (a)

                	 	 	107	 


        

      

    

     

    Note:  This
reconciliation and tie shall not, for any purpose, be deemed to be a part of the
Indenture.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

     

    

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                      ARTICLE
      ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL
INFORMATION

                                                    	 	 	1	 
	
                                                      SECTION
      101

                                                    	
                                                      Definitions

                                                    	 	 	1	 
	
                                                      SECTION
      102

                                                    	
                                                      Compliance
      Certificates and Opinions

                                                    	 	 	6	 
	
                                                      SECTION
      103

                                                    	
                                                      Form
      of Documents Delivered to Trustee

                                                    	 	 	6	 
	
                                                      SECTION
      104

                                                    	
                                                      Acts
      of Holders

                                                    	 	 	7	 
	
                                                      SECTION
      105

                                                    	
                                                      Notices,
      Etc., to Trustee and Company

                                                    	 	 	7	 
	
                                                      SECTION
      106

                                                    	
                                                      Notice
      to Holders; Waiver

                                                    	 	 	8	 
	
                                                      SECTION
      107

                                                    	
                                                      Conflict
      with Trust Indenture Act

                                                    	 	 	8	 
	
                                                      SECTION
      108

                                                    	
                                                      Effect
      of Headings and Table of Contents

                                                    	 	 	8	 
	
                                                      SECTION
      109

                                                    	
                                                      Successors
      and Assigns

                                                    	 	 	8	 
	
                                                      SECTION
      110

                                                    	
                                                      Separability
      Clause

                                                    	 	 	8	 
	
                                                      SECTION
      111

                                                    	
                                                      Benefits
      and Designations of Indenture

                                                    	 	 	8	 
	
                                                      SECTION
      112

                                                    	
                                                      Governing
      Law

                                                    	 	 	8	 
	
                                                      SECTION
      113

                                                    	
                                                      Legal
      Holidays

                                                    	 	 	9	 
	
                                                      SECTION
      114

                                                    	
                                                      Waiver
      of Jury Trial

                                                    	 	 	9	 
	
                                                      SECTION
      115

                                                    	
                                                      Force
      Majeure

                                                    	 	 	9	 


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      
        
          
            
              
                
                  
                    
                      	
                              ARTICLE
      TWO SECURITY FORMS

                            	 	 	9	 
	
                              SECTION
      201

                            	
                              Forms
      Generally

                            	 	 	9	 
	
                              SECTION
      202

                            	
                              Form
      of Face of Security

                            	 	 	9	 
	
                              SECTION
      203

                            	
                              Form
      of Reverse of Security

                            	 	 	11	 
	
                              SECTION
      204

                            	
                              Additional
      Provisions Required in Book-Entry Security

                            	 	 	14	 
	
                              SECTION
      205

                            	
                              Form
      of Trustee’s Certificate of Authentication

                            	 	 	14	 


                    

                  

                

              

            

          

        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          ARTICLE
      THREE THE SECURITIES

                                        	 	 	14	 
	
                                          SECTION
      301

                                        	
                                          Amount
      Unlimited; Issuable in Series

                                        	 	 	14	 
	
                                          SECTION
      302

                                        	
                                          Denominations

                                        	 	 	16	 
	
                                          SECTION
      303

                                        	
                                          Execution,
      Authentication, Delivery and Dating

                                        	 	 	16	 
	
                                          SECTION
      304

                                        	
                                          Temporary
      Securities

                                        	 	 	18	 
	
                                          SECTION
      305

                                        	
                                          Registration,
      Registration of Transfer and Exchange

                                        	 	 	18	 
	
                                          SECTION
      306

                                        	
                                          Mutilated,
      Destroyed, Lost and Stolen Securities

                                        	 	 	19	 
	
                                          SECTION
      307

                                        	
                                          Payment
      of Interest; Interest Rights Preserved

                                        	 	 	20	 
	
                                          SECTION
      308

                                        	
                                          Persons
      Deemed Owners

                                        	 	 	21	 
	
                                          SECTION
      309

                                        	
                                          Cancellation

                                        	 	 	21	 
	
                                          SECTION
      310

                                        	
                                          Computation
      of Interest

                                        	 	 	21	 
	
                                          SECTION
      311

                                        	
                                          CUSIP
      Numbers

                                        	 	 	21	 


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      
        
          
            
              
                
                  
                    	
                            ARTICLE
      FOUR SATISFACTION AND DISCHARGE

                          	 	 	21	 
	
                            SECTION
      401

                          	
                            Satisfaction
      and Discharge of Indenture

                          	 	 	21	 
	
                            SECTION
      402

                          	
                            Application
      of Trust Money; Indemnification

                          	 	 	22	 
	
                            SECTION
      403

                          	
                            Satisfaction,
      Discharge and Defeasance of Securities of any Series

                          	 	 	23	 
	
                            SECTION
      404

                          	
                            Reinstatement

                          	 	 	24	 


                  

                

              

            

          

        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              ARTICLE
      FIVE REMEDIES

                                            	 	 	24	 
	
                                              SECTION
      501

                                            	
                                              Events
      of Default

                                            	 	 	24	 
	
                                              SECTION
      502

                                            	
                                              Acceleration
      of Maturity; Rescission and Annulment

                                            	 	 	25	 
	
                                              SECTION
      503

                                            	
                                              Collection
      of Indebtedness and Suits for Enforcement by Trustee

                                            	 	 	26	 
	
                                              SECTION
      504

                                            	
                                              Trustee
      May File Proofs of Claim

                                            	 	 	27	 
	
                                              SECTION
      505

                                            	
                                              Trustee
      May Enforce Claims Without Possession of Securities

                                            	 	 	27	 
	
                                              SECTION
      506

                                            	
                                              Application
      of Money Collected

                                            	 	 	27	 
	
                                              SECTION
      507

                                            	
                                              Unconditional
      Right of Holders to Receive Principal, Premium and
Interest

                                            	 	 	28	 
	
                                              SECTION
      508

                                            	
                                              Restoration
      of Rights and Remedies

                                            	 	 	28	 
	
                                              SECTION
      509

                                            	
                                              Rights
      and Remedies Cumulative

                                            	 	 	28	 
	
                                              SECTION
      510

                                            	
                                              Delay
      or Omission Not Waiver

                                            	 	 	29	 
	
                                              SECTION
      511

                                            	
                                              Control
      by Holders

                                            	 	 	29	 
	
                                              SECTION
      512

                                            	
                                              Waiver
      of Past Defaults

                                            	 	 	29	 
	
                                              SECTION
      513

                                            	
                                              Undertaking
      for Costs

                                            	 	 	29	 


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      


      i

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  ARTICLE
      SIX THE TRUSTEE

                                                	 	 	30	 
	
                                                  SECTION
      601

                                                	
                                                  Certain
      Duties and Responsibilities

                                                	 	 	30	 
	
                                                  SECTION
      602

                                                	
                                                  Notice
      of Defaults

                                                	 	 	30	 
	
                                                  SECTION
      603

                                                	
                                                  Certain
      Rights of Trustee

                                                	 	 	30	 
	
                                                  SECTION
      604

                                                	
                                                  Not
      Responsible for Recitals or Issuance of Securities

                                                	 	 	31	 
	
                                                  SECTION
      605

                                                	
                                                  May
      Hold Securities and Serve as Trustee Under Other
Indentures

                                                	 	 	31	 
	
                                                  SECTION
      606

                                                	
                                                  Money
      Held in Trust

                                                	 	 	32	 
	
                                                  SECTION
      607

                                                	
                                                  Compensation
      and Reimbursement

                                                	 	 	32	 
	
                                                  SECTION
      608

                                                	
                                                  Disqualification;
      Conflicting Interests

                                                	 	 	32	 
	
                                                  SECTION
      609

                                                	
                                                  Corporate
      Trustee Required; Eligibility

                                                	 	 	32	 
	
                                                  SECTION
      610

                                                	
                                                  Resignation
      and Removal; Appointment of Successor

                                                	 	 	33	 
	
                                                  SECTION
      611

                                                	
                                                  Acceptance
      of Appointment by Successor

                                                	 	 	34	 
	
                                                  SECTION
      612

                                                	
                                                  Merger,
      Conversion, Consolidation or Succession to Business

                                                	 	 	34	 
	
                                                  SECTION
      613

                                                	
                                                  Preferential
      Collection of Claims Against Company

                                                	 	 	35	 
	
                                                  SECTION
      614

                                                	
                                                  Appointment
      of Authenticating Agent

                                                	 	 	35	 
	
                                                  SECTION
      615

                                                	
                                                  Investment
      of Certain Payments Held by the Trustee

                                                	 	 	36	 


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      
        
          
            
              
                
                  
                    	
                            ARTICLE
      SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

                          	 	 	36	 
	
                            SECTION
      701

                          	
                            Company
      to Furnish Trustee Names and Address of Holders

                          	 	 	36	 
	
                            SECTION
      702

                          	
                            Preservation
      of Information; Communications to Holders

                          	 	 	37	 
	
                            SECTION
      703

                          	
                            Reports
      by Trustee

                          	 	 	37	 
	
                            SECTION
      704

                          	
                            Reports
      by Company

                          	 	 	37	 


                  

                

              

            

          

        

      

      


      
        
          
            
              
                
                  	
                          ARTICLE
      EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

                        	 	 	37	 
	
                          SECTION
      801

                        	
                          Company
      May Consolidate, Etc., Only on Certain Terms

                        	 	 	37	 
	
                          SECTION
      802

                        	
                          Securities
      to be Secured in Certain Events

                        	 	 	38	 
	
                          SECTION
      803

                        	
                          Successor
      Substituted

                        	 	 	38	 


                

              

            

          

        

      

      


      
        
          
            
              
                
                  
                    
                      
                        	
                                ARTICLE
      NINE SUPPLEMENTAL INDENTURES

                              	 	 	38	 
	
                                SECTION
      901

                              	
                                Supplemental
      Indentures Without Consent of Holders

                              	 	 	38	 
	
                                SECTION
      902

                              	
                                Supplemental
      Indentures with Consent of Holders

                              	 	 	39	 
	
                                SECTION
      903

                              	
                                Execution
      of Supplemental Indentures

                              	 	 	40	 
	
                                SECTION
      904

                              	
                                Effect
      of Supplemental Indentures

                              	 	 	40	 
	
                                SECTION
      905

                              	
                                Conformity
      with Trust Indenture Act

                              	 	 	40	 
	
                                SECTION
      906

                              	
                                Reference
      in Securities to Supplemental Indentures

                              	 	 	40	 


                      

                    

                  

                

              

            

          

        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      ARTICLE
      TEN COVENANTS

                                    	 	 	41	 
	
                                      SECTION
      1001

                                    	
                                      Payment
      of Principal, Premium and Interest

                                    	 	 	41	 
	
                                      SECTION
      1002

                                    	
                                      Maintenance
      of Office or Agency

                                    	 	 	41	 
	
                                      SECTION
      1003

                                    	
                                      Money
      for Securities Payments to Be Held in Trust

                                    	 	 	41	 
	
                                      SECTION
      1004

                                    	
                                      Statement
      as to Compliance

                                    	 	 	42	 
	
                                      SECTION
      1005

                                    	
                                      Corporate
      Existence

                                    	 	 	42	 
	
                                      SECTION
      1006

                                    	
                                      Defeasance
      of Certain Obligations

                                    	 	 	42	 
	
                                      SECTION
      1007

                                    	
                                      Waiver
      of Certain Covenants

                                    	 	 	43	 
	
                                      SECTION
      1008

                                    	
                                      Statement
      by Officers as to Default

                                    	 	 	43	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  ARTICLE
      ELEVEN REDEMPTION OF SECURITIES

                                	 	 	44	 
	
                                  SECTION
      1101

                                	
                                  Applicability
      of Article

                                	 	 	44	 
	
                                  SECTION
      1102

                                	
                                  Election
      to Redeem; Notice to Trustee

                                	 	 	44	 
	
                                  SECTION
      1103

                                	
                                  Selection
      by Trustee of Securities to Be Redeemed

                                	 	 	44	 
	
                                  SECTION
      1104

                                	
                                  Notice
      of Redemption

                                	 	 	44	 
	
                                  SECTION
      1105

                                	
                                  Deposit
      of Redemption Price

                                	 	 	45	 
	
                                  SECTION
      1106

                                	
                                  Securities
      Payable on Redemption Date

                                	 	 	45	 
	
                                  SECTION
      1107

                                	
                                  Securities
      Redeemed in Part

                                	 	 	45	 


                        

                      

                    

                  

                

              

            

          

        

      

      


      


      ii

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        
          
            
              
                
                  	
                          ARTICLE
      TWELVE SINKING FUNDS

                        	 	 	46	 
	
                          SECTION
      1201

                        	
                          Applicability
      of Article

                        	 	 	46	 
	
                          SECTION
      1202

                        	
                          Satisfaction
      of Sinking Fund Payments with Securities

                        	 	 	46	 
	
                          SECTION
      1203

                        	
                          Redemption
      of Securities for Sinking Fund

                        	 	 	46	 


                

              

            

          

        

      

      


      
        
          
            
              
                	
                        ARTICLE
      THIRTEEN IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND
      EMPLOYEES

                      	 	 	46	 
	
                        SECTION
      1301

                      	
                        Exemption
      from Individual Liability

                      	 	 	46	 


              

            

          

        

      

      


      


      


      iii

      
 

      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


    

    INDENTURE,
dated as of________________ between SOLUTIA INC., a corporation duly organized
and existing under the laws of the State of Delaware (herein called the
“Company”), having its principal office at P.O. Box 66760, 575 Maryville Centre
Drive, St. Louis,

     

    Missouri
63166-6760, and The Bank of New York Mellon Trust Company, N.A., a national
banking association, as Trustee (herein called the “Trustee”).

     

    RECITALS
OF THE COMPANY

     

    The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its senior unsubordinated
unsecured debentures, notes or other evidences of indebtedness (herein called
the “Securities”), to be issued in one or more series as provided in this
Indenture.

     

    All
things necessary to make this Indenture a valid and legally binding agreement of
the Company, in accordance with its terms, have been done.

     

    NOW,
THEREFORE, THIS INDENTURE

    WITNESSETH:

     

     

    For and
in consideration of the premises and the purchase of the Securities by the
Holders thereof, it is mutually agreed, for the equal and proportionate benefit
of all Holders of the Securities or of series thereof, as follows:

     

    ARTICLE
ONE

     

    DEFINITIONS
AND OTHER PROVISIONS

     

    OF
GENERAL APPLICATION

     

    SECTION
101 Definitions.

     

    For all
purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires:

     

    
      	
              (1)  

            	
              the
      terms defined in this Article have the meanings assigned to them in this
      Article and include the plural as well as the
  singular;

            


    

     

    
      	
              (2)  

            	
              all
      other terms used herein which are defined in the Trust Indenture Act,
      either directly or by reference therein, have the meanings assigned to
      them therein;

            


    

     

    
      	
              (3)  

            	
              all
      accounting terms not otherwise defined herein have the meanings assigned
      to them in accordance with generally accepted accounting principles, and
      except as otherwise expressly provided herein, the term “generally
      accepted accounting principles” with respect to any computation required
      or permitted hereunder shall mean such accounting principles as are
      generally accepted at the date of the computation in the United States of
      America; and

            


    

     

    
      	
              (4)  

            	
              the
      words “herein”, “hereof” and “hereunder” and other words of similar import
      refer to this Indenture as a whole and not to any particular Article,
      Section or other subdivision.

            


    

     

    “Act”,
when used with respect to any Holder, has the meaning specified in Section
104.

     

    “Affiliate”
of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such specified Person. For the purposes of this definition, “control” when used
with respect to any specified Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative to the
foregoing.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section 614
to act on behalf of the Trustee to authenticate Securities of one or more
series.

     

    “Board of
Directors” means either the board of directors of the Company or any duly
authorized committee of that board.

     

    “Board
Resolution” means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company to have been duly adopted by the Board of
Directors and to be in full force and effect on the date of such certification,
and delivered to the Trustee.

     

    “Book-Entry
Security” means a Security in the form prescribed in Section 204 evidencing all
or part of a series of Securities, issued to the Depositary for such series or
its nominee, and registered in the name of that Depositary or that
nominee.

     

    “Business
Day”, when used with respect to any Place of Payment, means each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in that Place of Payment are authorized or obligated by law to
close.

     

    “Commission”
means the Securities and Exchange Commission, as from time to time constituted,
created under the Securities Exchange Act of 1934, or, if at any time after the
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

     

    “Company”
means the Person named as the “Company” in the first paragraph of this
instrument until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Company” shall mean
such successor Person.

     

    “Company
Request” and “Company Order” mean, respectively, a written request or order
signed in the name of the Company by its Chairman or Vice Chairman of the Board,
its President, its Chief Financial Officer, or a Vice Chairman or Vice President
of the Company, and also by its Treasurer, an Assistant Treasurer, its
Controller, an Assistant Controller, its Secretary or an Assistant Secretary,
and delivered to the Trustee.

     

    “Consolidated
Net Tangible Assets” means the aggregate amount of assets (less applicable
reserves and other properly deductible items) after deducting therefrom (a) all
current liabilities (excluding any thereof constituting Funded Debt by reason of
being renewable or extendible) and (b) all goodwill, trade names, trademarks,
patents, unamortized debt discount and expense and other like intangibles, all
as set forth on the most recent balance sheet of the Company and its
consolidated subsidiaries and computed in accordance with generally accepted
accounting principles.

     

    “Corporate
Trust Office” means an office of the Trustee for Securities of any series at
which at any particular time its corporate trust business shall be administered,
which office of The Bank of New York Mellon Trust Company, N.A., at the date of
the execution of this Indenture is located at 2 North LaSalle Street, Suite
1020, Chicago, IL 60602, Attn:  Corporate Trust
Administration.

     

    “Debt”
has the meaning specified in Section 1008.

     

    “Defaulted
Interest” has the meaning specified in Section 307.

     

    “Depositary”
means, with respect to the Securities of any series issuable or issued in whole
or in part in the form of one or more Book- Entry Securities, the Person
designated as Depositary for that series by the Company pursuant to Section 301,
which Person shall be a clearing agency registered under the Securities Exchange
Act of 1934; and if at any time there is more than one such Person, “Depositary”
as used with respect to the Securities of any series shall mean the Depositary
with respect to the Securities of such series.

     

    “Event of
Default” has the meaning specified in Section 501.

     

    
      
        2

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Foreign
Currency” means a currency or cash issued by the government of any country other
than the United States of America or units based on or relating to such
currencies (including the Euro).

     

    “Foreign
Government Securities” means, with respect to Securities of any series that are
denominated in a Foreign Currency, noncallable (i) direct obligations of the
government that issued such Foreign Currency for the payment of which
obligations its full faith and credit is pledged or (ii) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of such
government, the payment of which obligations is unconditionally guaranteed as a
full faith and credit obligation of such government.

     

    “Funded
Debt” means all
indebtedness for money borrowed, or evidenced by a bond, debenture, note or
similar instrument or agreement whether or not for money borrowed, having a
maturity of more than 12 months from the date as of which the amount
thereof is to be determined or having a maturity of less than 12 months but
by its terms being renewable or extendible beyond 12 months from such date at
the option of the borrower, provided that this definition of Funded Debt shall
be deemed to include any commercial paper of the Company that is accounted for
as long-term debt on the Company’s balance sheet.

     

    “Holder”
means a Person in whose name a Security is registered in the Security
Register.

     

    “Indenture”
means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, including, for all purposes
of this instrument and any such supplemental indenture, the provisions of the
Trust Indenture Act that are deemed to be a part of and govern this instrument
and any such supplemental indenture, respectively. The term

     

    “Indenture”
shall also include the forms and terms of particular series of Securities
established as contemplated by Section 301.

     

    “Indexed
Security” means any Security that provides that the principal amount thereof
payable at Stated Maturity may be more or less than the principal face amount
thereof at original issuance.

     

    “Industrial
Development Bonds” means obligations issued or guaranteed by, or supported by
the full faith and credit of, a State, a Commonwealth, a Territory, or a
possession of the United States of America, or any political subdivision or
governmental authority of any of the foregoing, or the District of
Columbia.

     

    “Intercreditor
Agreement” means Amended and Restated Intercreditor Agreement dated as of
October 15, 2009, among the Company, Citibank, N.A. as agent, and the
subsidiaries of the Company parties thereto, as the same may be amended,
restated, replaced, supplemented or modified from time to time.

     

    “Interest”,
when used with respect to an Original Issue Discount Security which by its terms
bears interest only after Maturity, means interest payable after
Maturity.

     

    “Interest
Payment Date”, when used with respect to any Security, means the Stated Maturity
of an installment of interest on such Security.

     

    “Maturity”,
when used with respect to any Security, means the date on which the principal of
such Security or an installment of principal becomes due and payable as therein
or herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

     

    “Officers’
Certificate” means a certificate signed by the Chairman or Vice Chairman of the
Board, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Controller, an Assistant Controller, the Secretary or an
Assistant Secretary, of the Company, and delivered to the Trustee.

     

    “Opinion
of Counsel” means a written opinion of counsel acceptable to the Trustee, who
may be counsel for the Company including employees of the Company.

     

    
      
        3

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Original
Issue Discount Security” means any Security which provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502.

     

    “Outstanding”,
when used with respect to Securities, means, as of the date of determination,
all Securities theretofore authenticated and delivered under this Indenture,
except:

     

    (i) Securities
theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation;

     

    (ii) Securities
for whose payment or redemption money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (other than the
Company) in trust or set aside and segregated in trust by the Company (if the
Company shall act as its own Paying Agent) for the Holders of such Securities;
provided, that if such Securities are to be redeemed, notice of such redemption
has been duly given pursuant to Section 1104 of this Indenture or provision
therefor satisfactory to the Trustee has been made;

     

    (iii) Securities
which have been defeased pursuant to Section 403 hereof; and

     

    (iv) Securities
which have been paid pursuant to Section 306 or in exchange for or in lieu of
which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have
been presented to the Trustee proof satisfactory to it that such Securities are
held by a protected purchaser in whose hands such Securities are valid
obligations of the Company; provided, however, that in determining whether the
Holders of the requisite principal amount of the Outstanding Securities have
given, made or taken any request, demand, authorization, direction, notice,
consent, waiver or other action hereunder, or whether sufficient funds are
available for redemption or for any other purpose, and for the purpose of making
the calculations required by Section 313 of the Trust Indenture Act, (A)
the principal amount of an Original Issue Discount Security that shall be deemed
to be Outstanding shall be the amount of the principal thereof which would be
due and payable as of such date upon acceleration of the Maturity thereof to
such date pursuant to Section 502, (B) the principal amount of a Security
denominated in one or more foreign currencies or currency units which shall be
deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of
such date in the manner provided as contemplated by Section 301 on the date of
original issuance of such Security, of the principal amount of such Security
(or, in the case of an Original Issue Discount Security, the U.S. dollar
equivalent on the date of original issuance of that Security of the amount
determined as provided in (A) above), (C) the principal amount of any Indexed
Security that may be counted in making such determination or calculation and
that shall be deemed to be Outstanding for such purpose shall be equal to the
principal face amount of that Indexed Security at original issuance, unless
otherwise provided with respect to that Security pursuant to Section 301,and (D)
except for the purpose of making the calculations required by Section 313 of the
Trust Indenture Act, Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent, waiver or other action, only
Securities which a Responsible Officer of the Trustee knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee’s right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

     

    “Paying
Agent” means any Person authorized by the Company to pay the principal of, and
any premium or interest on, any Securities on behalf of the
Company.

     

    “Person”
means any individual, corporation, partnership, joint venture, limited liability
company, association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

     

    
      
        4

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Place of
Payment”, when used with respect to the Securities of any series, means the
place or places where the principal of, and any premium and interest on, the
Securities of that series are payable as specified as contemplated by Section
301 and 1002.

     

    “Predecessor
Security” of any particular Security means every previous Security evidencing
all or a portion of the same debt as that evidenced by such particular Security;
and, for the purposes of this definition, any Security authenticated and
delivered under Section 306 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Security shall be deemed to evidence the same debt as
the mutilated, destroyed, lost or stolen Security.

     

    “Redemption
Date”, when used with respect to any Security to be redeemed, means the date
fixed for such redemption by or pursuant to this Indenture.

     

    “Redemption
Price”, when used with respect to any Security to be redeemed, means the price
at which it is to be redeemed pursuant to this Indenture.

     

    “Regular
Record Date” for the interest payable on any Interest Payment Date on the
Securities of any series means the date specified for that purpose as
contemplated by Section 301.

     

    “Responsible
Officer” when used with respect to the Trustee shall mean any officer in the
corporate trust department (or any successor group) of the Trustee with direct
responsibility for the administration of this Indenture and shall also mean,
with respect to a particular corporate trust matter, any other officer to whom
the corporate trust matter is referred at the Corporate Trust Office because of
his or her knowledge of and familiarity with the particular subject and who
shall have direct responsibility for the administration of this
Indenture.

     

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

     

    “Security
Register” and “Security Registrar” have the respective meanings specified in
Section 305.

     

    “Special
Record Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 307.

     

    “Stated
Maturity”, when used with respect to any Security or any installment of
principal thereof or interest thereon, means the date specified in such Security
as the fixed date on which the principal of such Security or such installment of
principal or interest is due and payable.

     

    “Subsidiary”
means any corporation of which at least a majority of the outstanding stock
having by the terms thereof ordinary voting power for the election of directors
of that corporation (regardless of whether or not at the time stock of any other
class or classes of that corporation shall have or might have voting power by
reason of the happening of any contingency) is at the time owned directly or
indirectly by the Company or by one or more Subsidiaries of the Company, or by
the Company and by one or more Subsidiaries of the Company.

     

    “Term
Loan Agreement” means  that certain $1,200,000,000 Credit Agreement
dated as of February 28, 2008, among Solutia Inc., a Delaware corporation; each
of the Lenders (as defined therein); Citibank, N.A., as administrative agent for
the Lenders, and as collateral agent for the Secured Parties (as defined
therein); Goldman Sachs Credit Partners L.P., as syndication agent; Deutsche
Bank AG, New York Branch, as documentation agent as may be amended, restated or
replaced from time to time.

     

    “Trustee”
means the Person named as the “Trustee” in the first paragraph of this
instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Trustee” shall mean or
include each Person who is then a Trustee hereunder, and if at any time there is
more than one such Person, “Trustee” as used with respect to the Securities of
any series shall mean the Trustee with respect to Securities of that
series.

     

    
      
        5

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Trust
Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as
of which this instrument was executed except as provided in Section 905;
provided, however, that in the event the Trust Indenture Act of 1939 is amended
after such date, “Trust Indenture Act” means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

     

    “U.S.
Government Obligations” means direct obligations of the United States for the
payment of which its full faith and credit is pledged, or obligations of a
person controlled or supervised by and acting as an agency or instrumentality of
the United States and the payment of which is unconditionally guaranteed by the
United States.

     

    “United
States” means the United States of America excluding its territories and
possessions, but including the Commonwealth of Puerto Rico.

     

    “Vice
President”, when used with respect to the Company or the Trustee, means any vice
president, whether or not designated by a number or a word or words added before
or after the title “vice president”.

     

    SECTION
102 Compliance Certificates and
Opinions.

     

    Except as
otherwise expressly provided by this Indenture, upon any application or request
by the Company to the Trustee to take any action under any provision of this
Indenture, the Company shall furnish to the Trustee such certificates and
opinions as may be required under the Trust Indenture Act. Each such certificate
or opinion shall be given in the form of an Officers’ Certificate, if to be
given by an officer of the Company, or an Opinion of Counsel, if to be given by
counsel, and shall comply with the requirements of the Trust Indenture Act and
any other requirements set forth in this Indenture.

     

    Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:

     

    
      	
              (1)  

            	
              a
      statement that each individual signing such certificate or opinion has
      read such covenant or condition and the definitions herein relating
      thereto;

            


    

     

    
      	
              (2)  

            	
              a
      brief statement as to the nature and scope of the examination or
      investigation upon which the statements or opinions contained in such
      certificate or opinion are based;

            


    

     

    
      	
              (3)  

            	
              a
      statement that, in the opinion of each such individual, he has made such
      examination or investigation as is necessary to enable him to express an
      informed opinion as to whether or not such covenant or condition has been
      complied with; and

            


    

     

    
      	
              (4)  

            	
              a
      statement as to whether, in the opinion of each such individual, such
      condition or covenant has been complied
with.

            


    

     

    SECTION
103 Form of Documents Delivered
to Trustee.

     

    In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

     

    Any
certificate or opinion of an officer of the Company may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such officer knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
the matters upon which his certificate or opinion is based are erroneous. Any
such certificate or Opinion of Counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, an
officer or officers of the Company stating that the information with respect to
such factual matters is in the possession of the Company, unless such counsel
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to such matters are
erroneous.

     

    
      
        6

      

      
        
        

        
          

        

      

      
        
        

      

    

    Where any
Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this
Indenture, they may, but need not, be consolidated and form one
instrument.

     

    Any
certificate or opinion of any independent firm of public accountants filed with
the Trustee shall contain a statement that such firm is
independent.

     

    SECTION
104 Acts of
Holders.

     

    (a) Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given, made or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

     

    (b) The fact
and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by a certificate of a
notary public or other officer authorized by law to take acknowledgments of
deeds, certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof. Where such execution is by a signer
acting in a capacity other than his individual capacity, such certificate or
affidavit shall also constitute sufficient proof of his authority. The fact and
date of the execution of any such instrument or writing, or the authority of the
Person executing the same, may also be proved in any other manner which the
Trustee deems sufficient and in accordance with such reasonable rules as the
Trustee may determine.

     

    (c) The
ownership of Securities shall be proved by the Security Register.

     

    (d) Any
request, demand, authorization, direction, notice, consent, waiver or other Act
of the Holder of any Security shall bind every future Holder of the same
Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

     

    SECTION
105 Notices, Etc., to Trustee
and Company.

     

    Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with,

     

    (1) the
Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Trustee
at its Corporate Trust Office, or

     

    (2) the
Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed,
by first class mail, postage prepaid, to the Company, to the attention of the
Treasurer, addressed to it at the address of its principal office specified in
the first paragraph of this instrument or at any other address previously
furnished in writing to the Trustee by the Company for this
purpose.

     

    
      
        7

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
106 Notice to Holders;
Waiver.

     

    Where
this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each Holder affected by such event,
at his address as it appears in the Security Register, not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Any notice mailed to a Holder in the manner prescribed herein
shall be conclusively deemed to have been received by that Holder, whether or
not that Holder actually receives such notice. Where this Indenture provides for
notice in any manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such
waiver.

     

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

     

    SECTION
107 Conflict with Trust
Indenture Act.

     

    If any
provision hereof limits, qualifies or conflicts with a provision of the Trust
Indenture Act which is required under such Act to be a part of and govern this
Indenture, the latter provision shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act which
may be so modified or excluded, the latter provision shall be deemed to apply to
this Indenture as so modified or to be excluded, as the case may
be.

     

    SECTION
108 Effect of Headings and Table
of Contents.

     

    The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

     

    SECTION
109 Successors and
Assigns.

     

    All
covenants and agreements in this Indenture by the Company shall bind its
successors and assigns, whether so expressed or not.

     

    SECTION
110 Separability
Clause.

     

    In case
any provision in this Indenture or in the Securities shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

     

    SECTION
111 Benefits and Designations of
Indenture.

     

    Nothing
in this Indenture or in the Securities, express or implied, shall give to any
Person, other than the parties hereto and their successors hereunder and the
Holders, any benefit or any legal or equitable right, remedy or claim under this
Indenture.  Unless otherwise expressly stated in any supplemental
indenture hereto, this Indenture and any supplement hereto is not intended to be
and is not a refinancing or renewal of the Term Loan Credit Agreement or the
“Term Loan Agreement” (as defined in the Intercreditor Agreement).

     

    SECTION
112 Governing
Law.

     

    
      
        8

      

      
        
        

        
          

        

      

      
        
        

      

    

    This
Indenture and the Securities shall be governed by and construed in accordance
with the laws of the State of New York without regard to conflicts of laws
principles.

     

    SECTION
113 Legal
Holidays.

     

    In any
case where any Interest Payment Date, Redemption Date or Stated Maturity or
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the
Securities) payment of interest or principal (and premium, if any) need not be
made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity or Maturity, provided that no interest shall accrue for the intervening
period.

     

    SECTION
114 Waiver of Jury
Trial.

     

    EACH OF
THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE
TRANSACTION CONTEMPLATED HEREBY.

     

    SECTION
115 Force
Majeure.

     

    In no
event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly
or indirectly, forces beyond its control, including, without limitation,
strikes, work stoppages, accidents, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunctions of utilities, communications or computer (software and
hardware) services; it being understood that the Trustee shall use reasonable
efforts which are consistent with accepted practices in the banking industry to
resume performance as soon as practicable under the circumstances.

     

    ARTICLE
TWO

     

    SECURITY
FORMS

     

    SECTION
201 Forms
Generally.

     

    The
Securities of each series shall be in substantially the form set forth in this
Article, or in such other form as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with the rules of any securities exchange or as
may, consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution of the Securities. If the form of
Securities of any series is established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by
the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by
Section 303 for the authentication and delivery of such
Securities.

     

    The
definitive Securities shall be printed, lithographed or engraved on steel
engraved borders or may be produced in any other manner, all as determined by
the officers executing such Securities, as evidenced by their execution of such
Securities.

     

    SECTION
202 Form of Face of
Security.

     

    [Insert
any legend required by the Internal Revenue Code and the regulations
thereunder.]

     

    
      
        9

      

      
        
        

        
          

        

      

      
        
        

      

    

    SOLUTIA
INC.

     

    NO. $

     

     CUSIP
NO.

     

    SOLUTIA
INC., a Delaware corporation (hereinafter called the “Company”, which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to __________ or registered assigns, the
principal sum of __________ Dollars on ___________ [If the Security is to bear
interest prior to Maturity, insert—, and to pay interest thereon from
___________ or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually on ___________ and ___________ in
each year, commencing ____________ , at the rate of ___% per annum, until the
principal hereof is paid or made available for payment [If applicable insert—,
and (to the extent that the payment of such interest shall be legally
enforceable) at the rate of ___% per annum on any overdue principal and
premium]. [The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the _____________ or ____________ (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this

     

    Security
(or one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture].

     

    [If the
Security is not to bear interest prior to Maturity, insert— The principal of
this Security shall not bear interest except in the case of a default in payment
of principal upon acceleration, upon redemption or at Stated Maturity and in
such case the overdue principal and any overdue premium shall bear interest at
the rate of ___% per annum (to the extent that the payment of such interest
shall be legally enforceable), which shall accrue from the date of such default
in payment to the date payment of such principal has been made or duly provided
for. Interest on any overdue principal or premium shall be payable on demand.
[Any such interest on any overdue principal that is not so paid on demand shall
bear interest at the rate of ___% per annum (to the extent that the payment of
such interest shall be legally enforceable), which shall accrue from the date of
such demand for payment to the date payment of such interest has been made or
duly provided for, and such interest shall also be payable on
demand.]]

     

    Payment
of the principal of (and premium, if any) and [if applicable, insert— any such
interest on this Security will be made at the office or agency of the Company
maintained for that purpose in _________, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts [if applicable, insert—; provided, however, that at the
option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register or by wire transfer to an account maintained by the Person
entitled thereto as specified in the Security Register, provided that that
Person shall have given the Trustee written wire instructions at least five
Business Days before the applicable Interest Payment Date].

     

    [If the
Security is payable in a Foreign Currency, insert — the appropriate
provision.]

     

    Reference
is hereby made to the further provisions of this Security set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.

     

    Unless
the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

     

    
      
        10

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.

     

    Dated:

     

    SOLUTIA
INC.

    


    BY____________________________________

         Name:

         Title:

    ATTEST:

     

    _________________________________

     

    Name:

     

    Title:

     

    SECTION
203 Form of Reverse of
Security.

     

    This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued and to be issued in one or more series under an
Indenture, dated as of __________ (herein called the “Indenture”), between the
Company and [Name of Trustee], as Trustee (herein called the “Trustee”, which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof [, limited in
aggregate principal amount to $ ].

     

     [If
applicable, insert— The Securities of this series are subject to redemption upon
not less than 30 days’ notice by mail, such 30 days to be counted from the
date notice is mailed, [if applicable, insert—(1) on ____________ in any year
commencing with the year ___ and ending with the year ___ through operation of
the sinking fund for this series at a Redemption Price equal to 100% of the
principal amount, and (2)] at any time [on or after ________ , 20 ], as a whole
or in part, at the election of the Company], at the following Redemption Prices
(expressed as percentages of the principal amount): If redeemed [on or before
____________ , ___%, and if redeemed] during the 12-month period beginning
______________ of the years indicated,

     

    
      	
              YEAR

            	
              REDEMPTION

              PRICE

            	
              YEAR

            	
              REDEMPTION

               PRICE

            


    

     

    and
thereafter at a Redemption Price equal to ___% of the principal amount, together
in the case of any such redemption [if applicable, insert— (whether through
operation of the sinking fund or otherwise)] with accrued interest to the
Redemption Date, but interest installments whose Stated Maturity is on or prior
to such Redemption Date will be payable to the Holders of such Securities, or
one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

     

    [If
applicable, insert— The Securities of this series are subject to redemption upon
not less than 30 days’ notice by mail, such 30 days to be counted from the date
notice is mailed, (1) on _________ in any year commencing with the year ___ and
ending with the year ___ through ___ operation of the sinking fund for this
series at the Redemption Prices for redemption through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table
below, and (2) at any time [on or after __________ ], as a whole or in part, at
the election of the Company, at the Redemption Prices for redemption otherwise
than through operation of the sinking fund (expressed as percentages of the
principal amount) set forth in the table below: If redeemed during the 12-month
period beginning _______________ of the years indicated,

     

     

    
      
        11

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              
                YEAR

                 

              

            	 	
              
                REDEMPTION
      PRICE

                FOR
      REDEMPTION

                THROUGH

                OPERATION

                OF
      THE SINKING

                FUND

                 

              

            	 	
              
                REDEMPTION
      PRICE

                FOR
      REDEMPTION

                OTHERWISE
      THAN THROUGH

                OPERATION

                OF
      THE SINKING

                FUND

                 

              

            


    

     

     

     

    and
thereafter at a Redemption Price equal to ___% of the principal amount, together
in the case of any such redemption (whether through operation of the sinking
fund or otherwise) with accrued interest to the Redemption Date, but interest
instalments whose Stated Maturity is on or prior to such Redemption Date will be
payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Regular Record
Dates or Special Record Dates referred to on the face hereof, all as provided in
the Indenture.]

     

    [Notwithstanding
the foregoing, the Company may not, prior to ___________, redeem any Securities
of this series as contemplated by [Clause (2) of] the preceding paragraph as a
part of, or in anticipation of, any refunding operation by the application,
directly or indirectly, of moneys borrowed having an interest cost to the
Company (calculated in accordance with generally accepted financial practice) of
less than ___% per annum.

     

    [The
sinking fund for this series provides for the redemption on __________ in each
year beginning with the year ___ and ending with the year ___ of [not less than]
$ ___________ [(“mandatory sinking fund”) and not more than $ _____________ ]
aggregate principal amount of Securities of this series. [Securities of this
series acquired or redeemed by the Company otherwise than through [mandatory]
sinking fund payments may be credited against subsequent [mandatory] sinking
fund payments otherwise required to be made [in the inverse order in which they
become due] .]]

     

    [If the
Securities do not have a sinking fund, then insert — the Securities do not have
the benefit of any sinking fund obligations.]

     

    [If the
Security is subject to redemption, insert — In the event of redemption of this
Security in part only, a new Security or Securities of this series and of like
tenor for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.]

     

    [If the
Security is not subject to redemption, insert — The Securities of this series
are not redeemable before Stated Maturity.]

     

    [If
applicable, insert — The Indenture contains provisions for defeasance at any
time of [the entire indebtedness of this Security] [and/or] [certain restrictive
covenants and Events of Default with respect to this Security] [, in each case,]
upon compliance with certain conditions set forth in the
Indenture.]

     

    [If the
Security is not an Original Issue Discount Security, insert — If an Event of
Default with respect to Securities of this series shall occur and be continuing,
the principal of the Securities of this series may be declared due and payable
in the manner and with the effect provided in the Indenture. The Indenture
provides that such declaration may in certain events be annulled by the Holder
of a majority in principal amount of the Outstanding Securities of this
series.]

     

    [If the
Security is an Original Issue Discount Security, insert — If an Event of Default
with respect to Securities of this series shall occur and be continuing, an
amount of principal of the Securities of this series may be declared due and
payable in the manner and with the effect provided in the Indenture. Such amount
shall be equal to — insert formula for determining the amount. Upon payment (i)
of the amount of principal so declared due and payable and (ii) of interest on
any overdue principal (to the extent that the payment of such interest shall be
legally enforceable), all of the Company’s obligations in respect of the payment
of the principal of and interest, if any, on the Securities of this series shall
terminate. The Indenture provides that such declaration may in certain events be
annulled by the Holders of a majority in principal amount of the Outstanding
Securities of this series.]

     

    [If the
Security is an Indexed Security, insert — the appropriate
provision.]

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series to be affected under
the Indenture at any time by the Company and the Trustee with the consent of the
Holders of 66 2/3% in principal amount of the Securities at the time Outstanding
of each series to be affected. The Indenture also contains provisions permitting
the Holders of specified percentages in principal amount of the Securities of
each series at the time Outstanding, on behalf of the Holders of all Securities
of such series, to waive compliance by the Company with certain provisions of
the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.

     

    As
provided in and subject to the provisions of the Indenture, the Holder of this
Security shall not have the right to institute any proceeding, judicial or
otherwise, with respect to the Indenture or for the appointment of a receiver or
trustee or for any other remedy thereunder, unless such Holder shall have
previously given the Trustee written notice of a continuing Event of Default
with respect to the Securities of this series, the Holders of not less than 25%
in principal amount of the Outstanding Securities of this series shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity, and the
Trustee shall not have received from the Holders of a majority in principal
amount of Outstanding Securities of this series a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for
60 days after receipt of such notice, request and offer of indemnity. The
foregoing shall not apply to any suit instituted by the Holder of this Security
for the enforcement of any payment of principal hereof or any premium or
interest hereon on or after the respective due dates expressed
herein.

     

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

     

    As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in any place where the principal of, and any premium and interest
on, this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.

     

    The
Securities of this series are issuable only in registered form without coupons
in denominations of $ ___ [and any integral multiple thereof]. As provided in
the Indenture and subject to certain limitations therein set forth, Securities
of this series are exchangeable for a like aggregate principal amount of
Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

     

    No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

     

    Prior to
due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.

     

    No
recourse shall be had for the payment of the principal of (or premium, if any)
or the interest on this Security, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, officer, director
or employee, as such, past, present or future, of the Company or any successor
Person, whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.

     

    
      
        13

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

    The
Indenture and this Security shall be governed by and construed in accordance
with the laws of the State of New York without regard to the conflicts of laws
principles thereof.

     

    SECTION
204 Additional Provisions
Required in Book-Entry Security.

     

    Unless
otherwise specified as contemplated by Section 301 for the Securities
evidenced thereby, any Book-Entry Security issued hereunder shall, in addition
to the provisions contained in Sections 202 and 203, and in addition to any
legends required by the Depositary, bear a legend in substantially the following
form:

     

    This
Security is a Book-Entry Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee of a Depositary. This Security is exchangeable for Securities registered
in the name of a Person other than the Depositary or its nominee only in the
limited circumstances described in the Indenture, and may not be transferred
except as a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary.

     

    SECTION
205 Form of Trustee’s
Certificate of Authentication.

     

    The
Trustee’s certificate of authentication shall be in substantially the following
form:

     

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

     

    THE BANK
OF NEW YORK MELLON TRUST COMPANY, N.A.

      as
Trustee

    


    By:         ____________________________

            Authorized
Officer

     

    Dated:   ____________________________                                                      

     

    


    ARTICLE
THREE

     

    THE
SECURITIES

     

    SECTION
301 Amount Unlimited; Issuable
in Series.

     

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

     

    The
Securities may be issued from time to time in one or more series. There shall be
established in or pursuant to a Board Resolution, and, subject to Section 303,
set forth, or determined in the manner provided, in an Officers’ Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,

     

    (1) the title
of the Securities of the series (which shall distinguish the Securities of the
series from Securities of any other series);

     

    (2) any limit
upon the aggregate principal amount of the Securities of the series which may be
authenticated and delivered under this Indenture (except for

     

    Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to
Sections 304, 305, 306, 906 or 1107 and except for any Securities which,
pursuant to Section 303, are deemed never to have been authenticated and
delivered hereunder);

     

    
      
        14

      

      
        
        

        
          

        

      

      
        
        

      

    

    (3) the
Person to whom any interest on a Security of the series shall be payable, if
other than the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest;

     

    (4) the date
or dates on which the principal of and premium, if any, on the Securities of the
series is payable or the method of determination;

     

    (5) the rate
or rates at which the Securities of the series shall bear interest, if any, or
the method of calculating such a rate or rates, the date or dates from which any
such interest shall accrue, or the method by which such date or dates shall be
determined, the date on which payment of such interest shall commence, the
Interest Payment Dates on which any such interest shall be payable and the
Regular Record Date for any such interest payable on any Interest Payment
Date;

     

    (6) if other
than the Corporate Trust Office of the Trustee, the place or places where the
principal of (and premium, if any) and interest on Securities of the series
shall be payable;

     

    (7) the
period or periods within which, the price or prices at which, the currency or
currencies (including currency units) in which, and the other terms and
conditions upon which any Securities of the series may be redeemed, in whole or
in part, at the option of the Company;

     

    (8) the
rights, if any, to defer payments of interest on any Securities of the series by
extending the interest payment period, and the duration of such
extensions;

     

    (9) the
obligation, if any, of the Company to redeem or purchase any Securities of the
series pursuant to any sinking fund or analogous provisions or at the option of
a Holder thereof and the period or periods (or the method of determination of
such a period or periods) within which, the price or prices at which, and the
terms and conditions upon which any Securities of the series shall be redeemed
or purchased, in whole or in part, pursuant to such obligation;

     

    (10) if other
than denominations of $1,000 and any integral multiple thereof, the
denominations in which any Securities of the series shall be
issuable;

     

    (11) if other
than the principal amount thereof, the portion of the principal amount of
Securities of the series which shall be payable upon declaration of acceleration
of the Maturity thereof pursuant to Section 502 or the method by which such
portion shall be determined;

     

    (12) if the
amount of principal of or any premium or interest on any Securities of the
series may be determined with reference to an index or pursuant to a formula or
other method, the manner in which such amounts shall be determined;

     

    (13) if other
than the currency of the United States of America, the currency, currencies or
currency units in which the principal of or any premium or interest on any
Securities of the series shall be payable and the manner of determining the
equivalent thereof in the currency of the United States of America for any
purpose, including for purposes of the definition of “Outstanding” in Section
101;

     

    (14) if the
principal of or any premium or interest on any Securities of the series is to be
payable, at the election of the Company or the Holder thereof, in one or more
currencies or currency units other than that or those in which such Securities
are stated to be payable, the currency, currencies or currency units in which
the principal of or any premium or interest on such Securities as to which such
election is made shall be payable, the periods within which and the terms and
conditions upon which such election is to be made and the amount so payable (or
the manner in which such amount shall be determined);

     

    (15) if the
amount Outstanding of an Indexed Security for purposes of the definition of
“Outstanding” is to be other than the principal face amount at original
issuance, the method of determination of such amount;

     

    
      
        15

      

      
        
        

        
          

        

      

      
        
        

      

    

    (16) whether
Sections 403 or 1010 shall apply to the Securities of such series;

     

    (17) whether
the Securities of the series shall be issued in whole or in part in the form of
one or more Book-Entry Securities and, in such case, the Depositary with respect
to such Book-Entry Security or Securities and the circumstances under which any
Book- Entry Security may be registered for transfer or exchange, or
authenticated and delivered, in the name of a Person other than that Depositary
or its nominee, if other than as set forth in Section 305;

     

    (18) any
addition to or change in the Events of Default which applies to any Securities
of the series and any change in the right of the Trustee or the requisite
Holders of such Securities to declare the principal amount thereof due and
payable pursuant to Section 502;

     

    (19) any
addition to or change in the covenants set forth in Article Ten which
applies to Securities of the series; and

     

    (20) any other
terms of the series (which terms shall not be inconsistent with the provisions
of this Indenture, except as permitted by Section 901(5)).

     

    All
Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to the Board
Resolution referred to above and (subject to Section 303) set forth, or
determined in the manner provided, in the Officers’ Certificate referred to
above or in any such indenture supplemental hereto. All Securities of any one
series need not be issued at the same time and, unless otherwise provided, a
series may be reopened, without the consent of the Holders, for issuances of
additional Securities of that series.

     

    If any of
the terms of the series are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by
the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Officers’ Certificate setting forth,
or providing the manner for determining, the terms of the series.

     

    SECTION
302 Denominations.

     

    The
Securities of each series shall be issuable in registered form without coupons
in such denominations as shall be specified as contemplated by Section 301. In
the absence of any such provisions with respect to the Securities of any series,
the Securities of such series shall be issuable in denominations of $1,000 and
any integral multiple thereof.

     

    SECTION
303 Execution, Authentication,
Delivery and Dating.

     

    The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, its Vice Chairman of the Board, its President, its Chief Financial
Officer, its Vice Chairman, or one of its Vice Presidents, under its corporate
seal reproduced thereon attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile.

     

    Securities
bearing the manual or facsimile signatures of individuals who were at any time
the proper officers of the Company shall bind the Company, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Securities or did not hold such offices at
the date of such Securities.

     

    At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities of any series executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however, that in
the case of Securities of a series that are not to be originally issued at one
time, the Trustee shall authenticate and deliver such Securities from time to
time in accordance with such other procedures (including, without limitation,
the receipt by the Trustee of electronic instructions from the Company or its
duly authorized agents, promptly confirmed in writing) acceptable to the Trustee
as may be specified by or pursuant to a Company Order delivered to the Trustee
before the time of the first authentication of Securities of such series. If the
form or terms of the Securities of the series have been established as permitted
by Sections 201 and 301, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be provided with, and (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel stating,

     

    
      
        16

      

      
        
        

        
          

        

      

      
        
        

      

    

    (a) if the
form or forms of such Securities have been established by or pursuant to Board
Resolution as permitted by Section 201, that such form has been established in
conformity with the provisions of this Indenture;

     

    (b) if the
terms of such Securities have been, or in the case of Securities of a series
that are not to be originally issued at one time, will be, established by or
pursuant to Board Resolution as permitted by Section 301, that such terms
have been, or in the case of Securities of a series that are not to be
originally issued at one time, will be, established in conformity with the
provisions of this Indenture, subject, in the case of Securities of a series
that are not to be originally issued at one time, to any conditions specified in
such Opinion of Counsel; and

     

    (c) that such
Securities, when authenticated and delivered by the Trustee and issued by the
Company in the manner and subject to any conditions specified in such Opinion of
Counsel, will constitute valid and legally binding obligations of the Company,
enforceable in accordance with their terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors’ rights and to general equity
principles; provided that such Opinion of Counsel need express no opinion as to
whether a court in the United States would render a money judgment in a currency
other than that of the United States.

     

    If such
form or terms have been so established, the Trustee shall not be required to
authenticate such Securities if the issue of such Securities pursuant to this
Indenture will affect the Trustee’s own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner which the Trustee
determines would expose it to personal liability.

     

    If the
Company shall establish pursuant to Section 301 that the Securities of a
series are to be issued in whole or in part in the form of one or more
Book-Entry Securities, then the Company shall execute and the Trustee shall, in
accordance with this Section and the Company Order with respect to that series,
authenticate and deliver one or more Securities in such form that (i) shall
represent and shall be denominated in an amount equal to the aggregate principal
amount of the Outstanding Securities of such series to be represented by such
Book- Entry Security or Securities, (ii) shall be registered in the name of the
Depositary for such Book-Entry Security or Securities or the nominee of that
Depositary, (iii) shall be delivered by the Trustee to that Depositary or
pursuant to that Depositary’s instruction and (iv) shall bear the legend set
forth in Section 204.

     

    Unless
otherwise established pursuant to Section 301, each Depositary designated
pursuant to Section 301 for a Book-Entry Security must, at the time of its
designation and at all times while it serves as Depositary, be a clearing agency
registered under the Securities Exchange Act of 1934 and any other applicable
statute or regulation.

     

    The
Trustee shall have no responsibility to determine if the Depositary is so
registered. Each Depositary shall enter into an agreement with the Trustee
governing the respective duties and rights of that Depositary and the Trustee
with regard to Book-Entry Securities.

     

    The
Trustee shall not be required to authenticate Securities denominated in a coin
or currency other than that of the United States of America if the Trustee
reasonably determines that such Securities impose duties or obligations on the
Trustee which the Trustee is not able or reasonably willing to accept; provided
that the Trustee, upon the request of the Company, will resign as Trustee with
respect to Securities of any series as to which such a determination is made,
prior to the issuance of such Securities, and will comply with the request of
the Company to execute and deliver a supplemental indenture appointing a
successor Trustee pursuant to Section 611 hereof.

     

    Each
Security shall be dated the date of its authentication.

     

    
      
        17

      

      
        
        

        
          

        

      

      
        
        

      

    

    No
Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate
of authentication substantially in the form provided for herein executed by the
Trustee by manual signature, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder and is entitled to the benefits of this
Indenture. Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 309 together with a written statement (which need not comply
with Section 102 and need not be accompanied by an Opinion of Counsel) stating
that such Security has never been issued and sold by the Company, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

     

    SECTION
304 Temporary
Securities.

     

    Pending
the preparation of definitive Securities of any series, the Company may execute,
and upon Company Order the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their
execution of such Securities.

     

    If
temporary Securities of any series are issued, the Company will cause definitive
Securities of that series to be prepared without unreasonable delay. After the
preparation of definitive Securities of such series, the temporary Securities of
such series shall be exchangeable for definitive Securities of such series upon
surrender of the temporary Securities of such series at the office or agency of
the Company in a Place of Payment for that series, without charge to the Holder.
Upon surrender for cancellation of any one or 1 more temporary Securities of any
series the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor one or more definitive Securities of the same series, of
any authorized denominations. Until so exchanged the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series.

     

    SECTION
305 Registration, Registration
of Transfer and Exchange.

     

    The
Company shall cause to be kept a register (the “Security Register”) in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Securities and of transfers of Securities.
Unless and until otherwise determined by the Company by or pursuant to a Board
Resolution, the Security Register shall be kept at the Corporate Trust Office of
the Trustee, and the Trustee is hereby initially appointed “Security Registrar”
for the purpose of registering Securities and transfers of Securities as herein
provided.

     

    Upon
surrender for registration of transfer of any Security of any series at the
office or agency in a Place of Payment for that series, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Securities of the same
series, of any authorized denominations and of a like aggregate principal amount
and tenor.

     

    At the
option of the Holder, Securities of any series may be exchanged for other
Securities of the same series, of any authorized denominations and of a like
aggregate principal amount and tenor, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive.

     

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

     

    
      
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    Every
Security presented or surrendered for registration of transfer or for exchange
shall (if so required by the Company or the Trustee) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed, by the Holder thereof or his
attorney duly authorized in writing.

     

    No
service charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 304, 906 or 1107 not involving any
transfer.

     

    The
Company shall not be required (i) to issue, register the transfer of or exchange
Securities of any series for a period beginning at the opening of business 15
days before the day of the mailing of a notice of redemption of any Securities
of that series selected for redemption under Section 1103, and ending at the
close of business on the day of such mailing, or (ii) to register the transfer
of or exchange any Security so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in
part.

     

    Notwithstanding
the foregoing, any Book-Entry Security shall be exchangeable pursuant to this
Section 305 for Securities registered in the names of Persons other than
the Depositary for such Security or its nominee only if (i) such Depositary
notifies the Company that it is unwilling or unable to continue as Depositary
for such Book-Entry Security or if at any time such Depositary ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, and the
Company does not appoint a successor Depositary within 90 days after
receipt by it of such notice or after it becomes aware of such cessation, (ii)
the Company executes and delivers to the Trustee a Company Order that such
Book-Entry Security shall be so exchangeable or (iii) there shall have occurred
and be continuing an Event of Default with respect to the Securities. Any
Book-Entry Security that is exchangeable pursuant to the preceding sentence
shall be exchangeable for Securities registered in such names as the Depositary
shall direct.

     

    Notwithstanding
any other provision in this Indenture, unless and until it is exchanged in whole
or in part for Securities that are not in the form of a Book-Entry Security, a
Book-Entry Security may not be transferred or exchanged except as a whole by the
Depositary with respect to such Book-Entry Security to a nominee of that
Depositary or by a nominee of that Depositary to that Depositary or another
nominee of that Depositary.

     

    None of
the Company, the Trustee, any Paying Agent or the Security Registrar will have
any responsibility or liability for any aspect of the records relating to, or
payments made on account of, beneficial ownership interests in a Book-Entry
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

     

    SECTION
306 Mutilated, Destroyed, Lost
and Stolen Securities.

     

    If any
mutilated Security is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

     

    If there
shall be delivered to the Company and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security and (ii) such
security or indemnity as may be required by them to save each of them and any
agent of either of them harmless, then, in the absence of notice to the Company
or the Trustee that such Security has been acquired by a protected purchaser,
the Company shall execute and upon its request the Trustee shall authenticate
and deliver, in lieu of any such destroyed, lost or stolen Security, a new
Security of the same series and of like tenor and principal amount and bearing a
number not contemporaneously outstanding.

     

    In case
any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a
new Security, pay such Security.

     

    
      
        19

      

      
        
        

        
          

        

      

      
        
        

      

    

    Upon the
issuance of any new Security under this Section, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee) connected therewith.

     

    Every new
Security of any series issued pursuant to this Section in lieu of any destroyed,
lost or stolen Security shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Security
shall be at any time enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other
Securities of that series duly issued hereunder.

     

    The
provisions of this Section are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities.

     

    SECTION
307 Payment of Interest;
Interest Rights Preserved.

     

    Except as
otherwise provided as contemplated by Section 301 with respect to any
series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest at the office or agency maintained for this purpose pursuant
to Section 1002; provided, however, that at the option of the Company, interest
on Securities of any series that bear interest may be paid (i) by check mailed
to the address of the Person entitled thereto as it shall appear on the Security
Register or (ii) by wire transfer to an account maintained by the Person
entitled thereto as specified in the Security Register; provided, that such
Person shall have given the Trustee written wire instructions at least five
Business Days before the applicable Interest Payment Date.

     

    Any
interest on any Security of any series which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date (herein called
“Defaulted Interest”) shall forthwith cease to be payable to the Holder on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in Clause (1) or (2) below:

     

    (1) The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Security of such series and the
date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this Clause provided.
Thereupon the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 days and not less than 10
days prior to the date of the proposed payment and not less than 10 days after
the receipt by the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such Special Record Date and, in the name
and at the expense of the Company, shall cause notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder of Securities of such series at his
address as it appears in the Security Register, not less than 10 days prior to
such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been so mailed, such
Defaulted Interest shall be paid to the Persons in whose names the Securities of
such series (or their respective Predecessor Securities) are registered at the
close of business on such Special Record Date and shall no longer be payable
pursuant to the following Clause (2).

     

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

     

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

     

    SECTION
308 Persons Deemed
Owners.

     

    Prior to
due presentment of a Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name such Security is registered as the owner of such Security for the
purpose of receiving payment of principal of and premium, if any and (subject to
Section 307) any interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

     

    SECTION
309 Cancellation.

     

    All
Securities surrendered for payment, redemption, registration of transfer or
exchange or for credit against any sinking fund payment shall, if surrendered to
any Person other than the Trustee, be delivered to the Trustee. All Securities
so delivered and any Securities surrendered directly to the Trustee for any such
purpose shall be promptly canceled by the Trustee and such cancellation shall be
noted conspicuously on each such Security. The Company may at any time deliver
to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner whatsoever
and may deliver to the Trustee (or to any other Person for delivery to the
Trustee) for cancellation any Securities previously authenticated hereunder
which the Company has not issued and sold, and all Securities so delivered shall
be promptly cancelled by the Trustee. No Securities shall be authenticated in
lieu of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture. All cancelled Securities held
by the Trustee shall be disposed of in accordance with its customary procedures
unless otherwise directed by a Company Order.

     

    SECTION
310 Computation of
Interest.

     

    Except as
otherwise specified as contemplated by Section 301 for Securities of any series,
interest on the Securities of each series shall be computed on the basis of a
360-day year of twelve 30-day months.

     

    SECTION
311 CUSIP
Numbers.

     

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

     

    ARTICLE
FOUR

     

    SATISFACTION
AND DISCHARGE

     

    SECTION
401 Satisfaction and Discharge
of Indenture.

     

    This
Indenture shall upon Company Request cease to be of further effect (except as to
any surviving rights of registration of transfer or exchange of Securities
herein expressly provided for), and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture, when

     

    (1) either

     

    (A) all
Securities theretofore authenticated and delivered (other than (i) Securities
which have been destroyed, lost or stolen and which have been replaced or paid
as provided in Section 306 and (ii) Securities for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the Company or discharged from such trust, as
provided in Section 1003) have been delivered to the Trustee for cancellation;
or

     

    
      
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    (B) all such
Securities not theretofore delivered to the Trustee for
cancellation

     

    (i) have
become due and payable, or

     

    (ii) will
become due and payable at their Stated Maturity within one year, or

     

    (iii) are to be
called for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and
at the expense, of the Company, or

     

    (iv) are
deemed paid and discharged pursuant to Section 403, as applicable,

     

    and the
Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose an amount
sufficient to pay and discharge the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for principal (and
premium, if any) and interest to the date of such deposit (in the case of
Securities which have become due and payable) or to the Stated Maturity or
Redemption Date, as the case may be;

     

    (2) the
Company has paid or caused to be paid all other sums payable hereunder by the
Company; and

     

    (3) the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating
to the satisfaction and discharge of this Indenture have been complied
with.

     

    Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company
to the Trustee under Section 607, the obligations of the Trustee to any
Authenticating Agent under Section 614 and, if money shall have been deposited
with the Trustee pursuant to subclause (B) of clause (1) of this Section, or if
money or obligations shall have been deposited with or received by the Trustee
pursuant to Section 403, the obligations of the Trustee under Section 402 and
the last paragraph of Section 1003 shall survive such satisfaction and
discharge.

     

    SECTION
402 Application of Trust Money;
Indemnification.

     

    (a) Subject
to the provisions of the last paragraph of Section 1003 and subsection (c) of
this section and Section 615, all money deposited with the Trustee pursuant to
Section 401, all money and U.S. Government Obligations or Foreign Government
Securities deposited with the Trustee pursuant to Section 403 or 1006 and all
money received by the Trustee in respect of U.S. Government Obligations or
Foreign Government Securities deposited with the Trustee pursuant to Section 403
or 1006, shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of the
principal (and premium, if any) and interest for whose payment such money has
been deposited with or received by the Trustee or to make mandatory sinking fund
payments or analogous payments as contemplated by Section 403 or
1006.

     

    (b) The
Company shall pay and shall indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against U.S. Government Obligations or Foreign
Government Securities deposited pursuant to Section 403 or 1006, or the interest
and principal received in respect of such obligations, other than any payable by
or on behalf of Holders.

     

    
      
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    (c) The
Trustee shall deliver or pay to the Company from time to time upon Company
Request any U.S. Government Obligations or Foreign Government Securities or
money held by it as provided in Section 403 or 1006 which, in the opinion of a
nationally recognized firm of independent certified public accountants expressed
in a written certification thereof delivered to the Trustee, are then in excess
of the amount thereof which then would have been required to be deposited for
the purpose for which such Obligations or Foreign Government Securities or money
were deposited or received. This provision shall not authorize the sale by the
Trustee of any U.S. Government Obligations or Foreign Government Securities held
under this Indenture.

     

    SECTION
403 Satisfaction, Discharge and
Defeasance of Securities of any Series.

     

    If this
Section 403 is specified, as contemplated by Section 301, to be applicable to
Securities of any series, the Company shall be deemed to have paid and
discharged the entire indebtedness on all the Outstanding Securities of any such
series on the 91st day after the date of the deposit referred to in subparagraph
(d) hereof, and the provisions of this Indenture, as it relates to such
Outstanding Securities of any such series, shall no longer be in effect (and the
Trustee, at the expense of the Company, shall at Company Request execute proper
instruments acknowledging the same), except as to:

     

    (a) the
rights of Holders of Securities of such series to receive, from the trust funds
described in subparagraph (d) hereof, (i) payment of the principal of (and
premium, if any) and each installment of principal of (and premium, if any) or
interest on the Outstanding Securities of such series on the Stated Maturity of
such principal or installment of principal or interest and (ii) the benefit of
any mandatory sinking fund payments applicable to the Securities of such series
on the day on which such payments are due and payable in accordance with the
terms of this Indenture and the Securities of such series;

     

    (b) the
Company’s obligations with respect to such Securities of such series under
Sections 305, 306, 1002, 1003 and 1107; and

     

    (c) the
rights, powers, trusts and immunities of the Trustee hereunder and the duties of
the Trustee under Section 402 and the duty of the Trustee to authenticate
Securities of such series issued on registration of transfer or
exchange;

     

    provided,
however, that the following conditions have been satisfied:

     

    (d) the
Company shall have deposited or caused to be deposited irrevocably with the
Trustee as trust funds in trust for the purpose of making the following
payments, specifically pledged as security for and dedicated solely to the
benefit of the Holders of such Securities, (i) in the case of Securities of such
series denominated in U.S. dollars, cash in U.S. dollars (or such other money or
currencies as shall then be legal tender in the United States) and/or U.S.
Government Obligations, or (ii) in the case of Securities of such series
denominated in a Foreign Currency (other than a basket currency), money and/or
Foreign Government Securities in the same Foreign Currency, which through the
payment of interest and principal in respect thereof, in accordance with their
terms, will provide (and without reinvestment and assuming no tax liability will
be imposed on such Trustee), not later than one day before the due date of any
payment of money, an amount in cash, sufficient, in the opinion of a nationally
recognized firm of independent certified public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge
each installment of principal (and premium, if any) (including mandatory sinking
fund or analogous payments) of and any interest on all the Securities of such
series on the dates such installments of interest or principal are
due;

     

    (e) the trust
arising from such deposit shall not constitute a regulated investment company
under the Investment Company Act of 1940, as amended, or such trust shall be so
qualified;

     

    (f) such
deposit will not result in a breach or violation of, or constitute a default
under, this Indenture or any other agreement or instrument to which the Company
is a party or by which it is bound;

     

    (g) such
provision would not cause any Outstanding Securities of such series then listed
on the New York Stock Exchange or other securities exchange to be de-listed as a
result thereof;

     

    
      
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    (h) no Event
of Default or event which with notice or lapse of time would become an Event of
Default with respect to the Securities of such series shall have occurred and be
continuing on the date of such deposit or during the period ending on the 91st
day after such date;

     

    (i) the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel to the effect that the Company has received from, or there has been
published by, the Internal Revenue Service a ruling, or that since the date of
this Indenture there has been a change in tax law, in either case to the effect
that Holders of the Securities of such series will not recognize income, gain or
loss for Federal income tax purposes as a result of such deposits, defeasance
and discharge and will be subject to Federal income tax on the same amount and
in the same manner and at the same times, as would have been the case if such
deposit, defeasance and discharge had not occurred; and

     

    (j) the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent provided for relating to the
defeasance contemplated by this Section have been complied with.

     

    SECTION
404 Reinstatement.

     

    If the
Trustee or the Paying Agent is unable to apply any money in accordance with
Sections 403 or 1010 with respect to any Securities by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 403 or 1006 shall be revived and reinstated as
though no deposit had occurred pursuant to such Section with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 403 or 1006 with respect to such
Securities in accordance with such Section; provided, however, that if the
Company makes any payment of principal of or any premium or interest on any such
Security following such reinstatement of its obligations, the Company shall be
subrogated to the rights (if any) of the Holders of such Securities to receive
such payment from the money so held in trust.

     

    ARTICLE
FIVE

     

    REMEDIES

     

    SECTION
501 Events of
Default.

     

    “Event of
Default”, wherever used herein with respect to Securities of any series, means
any one of the following events (whatever the reason for such Event of Default
and whether it shall be voluntary or involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or any order, rule
or regulation of any administrative or governmental body), unless it is
inapplicable to a particular series or is specifically deleted or modified in
the Board Resolution (or action taken pursuant thereto), Officers’ Certificate
or supplemental indenture under which that series of Securities is issued or has
been modified in an indenture supplemental hereto):

     

    (1) default
in the payment of any interest upon any Security of that series when it becomes
due and payable, and continuance of such default for a period of 30 days;
or

     

    (2) default
in the payment of the principal of (or premium, if any, on) any Security of that
series at its Maturity, and continuance of such default for a period of 30 days
in the case of a Security of that series that becomes due and payable by the
terms thereof pursuant to Article Twelve; or

     

    (3) default
in the deposit of any sinking fund payment, when and as due by the terms of a
Security of that series, and continuance of such default for a period of 30
days; or

     

    (4) default
in the performance, or breach, of any covenant or warranty of the Company in
this Indenture with respect to Securities of that series (other than a covenant
or warranty a default in whose performance or whose breach is elsewhere in this
Section specifically dealt), and continuance of such default or breach for a
period of 90 days after there has been given, by registered or certified mail,
to the Company by the Trustee or to the Company and the Trustee by the Holders
of at least 25% in principal amount of the Outstanding Securities of that series
a written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a “Notice of Default” hereunder;
or

     

    
      
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    (5) the entry
by a court having jurisdiction in the premises of (A) a decree or order for
relief in respect of the Company in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or (B) a decree or order adjudging the Company a bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company under any
applicable Federal or State law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the
Company or of any substantial part of its property, or ordering the winding up
or liquidation of its affairs, and the continuance of any such decree or order
for relief or any such other decree or order unstayed and in effect for a period
of 60 consecutive days; or

     

    (6) the
commencement by the Company of a voluntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or of any other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by it to the entry of a decree or order for relief in
respect of the Company in an involuntary case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or other similar law or
to the commencement of any bankruptcy or insolvency case or proceeding against
it, or the filing by it of a petition or answer or consent seeking
reorganization or relief under any applicable Federal or State law, or the
consent by it to the filing of such petition or to the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator
or similar official of the Company or of any substantial part of its property,
or the making by it of an assignment for the benefit of creditors, or the
admission by it in writing of its inability to pay its debts generally as they
become due, or the taking of corporate action by the Company in furtherance of
any such action; or

     

    (7) any other
Event of Default provided with respect to Securities of that
series.

     

    With
respect to Securities of a series all or part of which is represented by a
Book-Entry Security, the Trustee may establish a record date for determining
Holders of Outstanding Securities of such series entitled to join in the giving
or making of any Notice of Default. The Holders on such record date, or their
duly designated proxies, and only such Persons, shall be entitled to join in
such Notice of Default, whether or not such Holders remain Holders after such
record date; provided, that no such action shall be effective hereunder unless
Holders of at least 25% in principal amount of the Outstanding Securities of
such series, or their proxies, shall have joined in such Notice of Default prior
to the day which is 90 days after such record date. Nothing in this paragraph
shall prevent the Trustee, after expiration of such 90-day period, from setting
a new record date pursuant to the provisions of this Section 501, provided
that nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding
Securities of such series on the date such action is taken.

     

    SECTION
502 Acceleration of Maturity;
Rescission and Annulment.

     

    If an
Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal amount (or, if any of the Securities of
that series are Original Issue Discount Securities or Indexed Securities, such
portion of the principal amount of such Securities as may be specified in the
terms thereof) of all of the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or, in the
case of Original Issue Discount Securities or Indexed Securities, the specified
amount) shall become immediately due and payable.

     

    At any
time after such a declaration of acceleration with respect to Securities of any
series has been made and before a judgment or decree for payment of the money
due has been obtained by the Trustee as hereinafter in this Article provided,
the Holders of a majority in principal amount of the Outstanding Securities of
that series, by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if

     

    (1) the
Company has paid or deposited with the Trustee a sum sufficient to
pay

     

    
      
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    (A) all
overdue interest on all Securities of that series,

     

    (B) the
principal of (and premium, if any, on) any Securities of that series which have
become due otherwise than by such declaration of acceleration and interest
thereon at the rate or rates prescribed therefor in such
Securities,

     

    (C) to the
extent that payment of such interest is lawful, interest upon overdue interest
at the rate or rates prescribed therefor in such Securities, and (D) all sums
paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
all other amounts due to such Trustee under Section 607; and

     

    (2) all
Events of Default with respect to Securities of that series, other than the
non-payment of the principal of Securities of that series which have become due
solely by such declaration of acceleration, have been cured or waived as
provided in Section 513.

     

    No such
rescission shall affect any subsequent default or impair any right consequent
thereon.

     

    With
respect to Securities of a series all or part of which is represented by a
Book-Entry Security, the Trustee may establish a record date for determining
Holders of Outstanding Securities of such series entitled to join in the giving
or making of a declaration of acceleration, or rescission and annulment, as the
case may be. The Holders on such record date, or their duly designated proxies,
and only such Persons, shall be entitled to join in such declaration of
acceleration, or rescission and annulment, as the case may be, whether or not
such Holders remain Holders after such record date; provided, that no such
action shall be effective hereunder unless Holders of the requisite percentage
in principal amount of the Outstanding Securities of such series, or their
proxies, shall have joined in such declaration of acceleration, or rescission
and annulment, as the case may be, prior to the day which is 90 days after
such record date. Nothing in this paragraph shall prevent the Trustee, after
expiration of such 90-day period, from setting a new record date pursuant to the
provisions of this Section 502, provided that nothing in this paragraph shall be
construed to render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Securities of such series on the date such
action is taken.

     

    SECTION
503 Collection of Indebtedness
and Suits for Enforcement by Trustee.

     

    The
Company covenants that if

     

    (1) default
is made in the payment of any interest on any Security when such interest
becomes due and payable and such default continues for a period of 30 days,
or

     

    (2) default
is made in the payment of the principal of (or premium, if any, on) any Security
at the Maturity thereof (other than a Security that becomes due and payable by
the terms thereof pursuant to Article Twelve), or

     

    (3) default
is made in the payment of the principal of (or premium, if any, on) any Security
on the date fixed for redemption of such Security by the terms thereof pursuant
to Article Twelve and such default continues for a period of 30
days,

     

    the
Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and any premium at the rate or rates prescribed therefor in such
Securities, and, in addition thereto, such further amount as shall be sufficient
to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and all other amounts due to such Trustee under Section
607.

     

    If the
Company fails to pay such amounts forthwith upon such demand, the Trustee, in
its own name and as trustee of an express trust, may institute a judicial
proceeding for the collection of the sums so due and unpaid, may prosecute such
proceeding to judgment or final decree and may enforce the same against the
Company or any other obligor upon such Securities and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon such Securities, wherever
situated.

     

    
      
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    If an
Event of Default with respect to Securities of any series occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.

     

    SECTION
504 Trustee May File Proofs of
Claim.

     

    In case
of any judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee shall be entitled and empowered, by intervention in such
proceeding or otherwise,

     

    (i) to file
and prove a claim for the whole amount of principal (and premium, if any) and
interest owing and unpaid in respect of the Securities and to file such other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and all other
amounts due to such Trustee under Section 607) and of the Holders allowed
in such judicial proceeding, and

     

    (ii) to
collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same; and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607.

     

    No
provision hereof shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors’ or
other similar committee.

     

    SECTION
505 Trustee May Enforce Claims
Without Possession of Securities.

     

    All
rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and all other amounts due to
such Trustee under Section 607, be for the ratable benefit of the Holders of the
Securities in respect of which such judgment has been recovered.

     

    SECTION
506 Application of Money
Collected.

     

    Any money
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal or any premium or interest,
upon presentation of the Securities and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

     

    FIRST: To
the payment of all amounts due the Trustee under Section 607; and

     

    
      
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    SECOND:
To the payment of the amounts then due and unpaid for principal of and any
premium and interest on the Securities in respect of which or for the benefit of
which such money has been collected, ratably, without preference or priority of
any kind, according to the amounts due and payable on such Securities for
principal and any premium and interest, respectively.

     

    SECTION
507. Limitation on
Suits.

     

    No Holder
of any Security of any series shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless

     

    (1) such
Holder has previously given written notice to the Trustee of a continuing Event
of Default with respect to the Securities of that series;

     

    (2) the
Holders of not less than 25% of the principal amount of the Outstanding
Securities of that series shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;

     

    (3) such
Holder or Holders have offered to the Trustee reasonable indemnity against the
costs, expenses and liabilities to be incurred in compliance with such
requests;

     

    (4) the
Trustee for 60 days after its receipt of such notice, request and offer of
indemnity has failed to institute any such proceeding; and

     

    (5) no
direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority in principal amount of
the Outstanding Securities of that series;

     

    it being
understood and intended that no one or more of such Holders shall have any right
in any manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other Holders, or to
seek to obtain priority or preference over any other Holders or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal and ratable benefit of all of such Holders.

     

    SECTION
507 Unconditional Right of
Holders to Receive Principal, Premium and Interest.

     

    Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the
right, which is absolute and unconditional, to receive payment of the principal
of and any premium and (subject to Section 307) interest on such Security
on the Stated Maturity or Maturities expressed in such Security (or, in the case
of redemption, on the Redemption Date) and to institute suit for the enforcement
of any such payment, and such rights shall not be impaired without the consent
of such Holder.

     

    SECTION
508 Restoration of Rights and
Remedies.

     

    If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case, subject to any determination in such
proceeding, the Company, the Trustee and the Holders shall be restored severally
and respectively to their former positions hereunder and thereafter all rights
and remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

     

    SECTION
509 Rights and Remedies
Cumulative.

     

    Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 306, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

     

    
      
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    SECTION
510 Delay or Omission Not
Waiver.

     

    No delay
or omission of the Trustee or of any Holder of any Securities to exercise any
right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee
or to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may
be.

     

    SECTION
511 Control by
Holders.

     

    The
Holders of a majority in principal amount of the Outstanding Securities of any
series shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, with respect to the Securities of such
series, provided that (1) such direction shall not be in conflict with any rule
of law or with this Indenture, and (2) the Trustee may take any other action
deemed proper by the Trustee which is not inconsistent with such
direction.

     

    With
respect to Securities of a series all or part of which is represented by a
Book-Entry Security, the Trustee may establish a record date for determining
Holders of Outstanding Securities of such series entitled to join in the giving
or making of a direction pursuant to this Section 512. The Holders on such
record date, or their duly designated proxies, and only such Persons, shall be
entitled to join in such direction, whether or not such Holders remain Holders
after such record date; provided, that no such direction shall be effective
hereunder unless a majority in principal amount of the Outstanding Securities of
that series shall have been obtained prior to the day which is 90 days
after such record date. Nothing in this paragraph shall prevent the Trustee,
after expiration of such 90-day period, from setting a new record date pursuant
to the provisions of this Section 512, provided that nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of such series on
the date such action is taken.

     

    SECTION
512 Waiver of Past
Defaults.

     

    The
Holders of not less than a majority in principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all the Securities of
such series waive any past default hereunder with respect to such series and its
consequences, except a default (1) in the payment of the principal of, or any
premium or interest on, any Security of such series, or (2) in respect of a
covenant or provision hereof which under Article Nine cannot be modified or
amended without the consent of the Holder of each Outstanding Security of such
series affected.

     

    The
Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Persons entitled to waive any past default hereunder. If a
record date is fixed, the Holders on such record date, or their duly designated
proxies, and only such Persons, shall be entitled to waive any default
hereunder, whether or not such Holders remain Holders after such record date;
provided, that unless such majority in principal amount shall have been obtained
prior to the date which is 90 days after such record date, any such waiver
previously given shall automatically and without further action by any Holder be
cancelled and of no further effect.

     

    Upon any
such waiver, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other default or
impair any right consequent thereon.

     

    SECTION
513 Undertaking for
Costs.

     

    All
parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys’ fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities of any series, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of (or premium,
if any) or interest on any Security on or after the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date).

     

    
      
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    ARTICLE
SIX

     

    THE
TRUSTEE

     

    SECTION
601 Certain Duties and
Responsibilities.

     

    The
duties and responsibilities of the Trustee shall be as provided by the Trust
Indenture Act. Notwithstanding the foregoing, no provision of this Indenture
shall require the Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it. Whether or not therein expressly
so provided, every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

     

    The
Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and no implied covenants or obligations
shall be read into this Indenture against such Trustee.

     

    The
Trustee shall not be liable for any error of judgement made in good faith by a
Responsible Officer, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts.

     

    SECTION
602 Notice of
Defaults.

     

    If a
default occurs hereunder with respect to Securities of any series, the Trustee
shall give the Holders of Securities of such series notice of such default as
and to the extent provided by the Trust Indenture Act; provided, however, that
in the case of any default of the character specified in Section 501(4) with
respect to Securities of such series, no such notice to Holders shall be given
until at least 30 days after the occurrence thereof. For the purpose of this
Section the term “default” means any event which is, or after notice or lapse of
time or both would become, an Event of Default with respect to Securities of
such series.

     

    SECTION
603 Certain Rights of
Trustee.

     

    Subject
to the provisions of Section 601:

     

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

     

    (b) any
request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order or as otherwise expressly
provided herein and any resolution of the Board of Directors may be sufficiently
evidenced by a Board Resolution;

     

    (c) whenever
in the administration of this Indenture the Trustee shall deem it desirable that
a matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence be herein specifically
prescribed) may, in the absence of willful misconduct on its part, rely upon an
Officers’ Certificate;

     

    
      
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    (d) the
Trustee may consult with counsel and the advice of such counsel or any Opinion
of Counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon;

     

    (e) the
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the Holders
pursuant to this Indenture, unless such Holders shall have offered to the
Trustee security or indemnity satisfactory to it against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction;

     

    (f) the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney at the
expense of the Company and shall incur no liability of any kind by reason of
such inquiry or investigation;

     

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

     

    (h) The
Trustee shall not be charged with knowledge of any default or Event of Default
with respect to the Securities of any series unless either (1) a Responsible
Officer of the Trustee shall have actual knowledge of such default or Event of
Default or (2) written notice of such default or Event of Default shall have
been given to the Trustee by the Company or any other obligor on the Securities
of any series or by any Holder of the Securities of any series;

     

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

     

    (j) in no
event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited
to, loss of profit) irrespective of whether the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of action;
and

     

    (k) the
rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and
shall be enforceable by, the Trustee in each of its capacities hereunder, and
each agent, custodian and other Person employed to act hereunder.

     

    SECTION
604 Not Responsible for Recitals
or Issuance of Securities.

     

    The
recitals contained herein and in the Securities, except the Trustee’s
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities. Neither the Trustee nor
any Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.

     

    SECTION
605 May Hold Securities and
Serve as Trustee Under Other Indentures.

     

    The
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or
any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Securities and, subject to Sections 608 and 613,
may otherwise deal with the Company with the same rights it would have if it
were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such
other agent.

     

    
      
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    Subject
to the provisions of Section 608, the Trustee may become and act as trustee
under other indentures under which other securities, or certificates of interest
or participation in other securities, of the Company are outstanding in the same
manner as if it were not Trustee.

     

    SECTION
606 Money Held in
Trust.

     

    Money
held by the Trustee in trust hereunder need not be segregated from other funds
except to the extent required by law. The Trustee shall be under no liability
for interest on any money received by it hereunder except as otherwise agreed
with the Company.

     

    SECTION
607 Compensation and
Reimbursement.

     

    The
Company agrees

     

    (1) to pay to
the Trustee from time to time reasonable compensation for all services rendered
by it hereunder (which compensation shall not be limited by any provision of law
in regard to the compensation of a trustee of an express trust);

     

    (2) except as
otherwise expressly provided herein, to reimburse the Trustee, and each
predecessor Trustee, upon its request for all expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision of
this Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as shall be determined to have been caused by its own negligence or
willful misconduct; and

     

    (3) to fully
indemnify the Trustee, and each predecessor Trustee, for, and to hold it
harmless against, any loss, liability or expense incurred without negligence or
willful misconduct on its part, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including the
costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder.

     

    As
security for the performance of the obligations of the Company under this
Section the Trustee shall have a lien prior to the Securities upon all property
and funds held or collected by the Trustee as such, except funds held in trust
for the benefit of the Holders of particular Securities. When the Trustee incurs
expenses or renders services in connection with an Event of Default specified in
Section 501 or in connection with Article Five hereof, the expenses
(including the reasonable fees and expenses of its counsel) and the compensation
for the service in connection therewith are intended to constitute expenses of
administration under any bankruptcy law. The provisions of this Section shall
survive the resignation or removal of the Trustee and the termination of this
Indenture.

     

    SECTION
608 Disqualification;
Conflicting Interests.

     

    If the
Trustee has or shall acquire a conflicting interest within the meaning of the
Trust Indenture Act, the Trustee shall either eliminate such interest or resign
to the extent and in the manner provided by, and subject to the provisions of
the Trust Indenture Act and this Indenture. To the extent permitted by such Act,
the Trustee shall not be deemed to have a conflicting interest by virtue of
being a trustee under this Indenture with respect to Securities of more than one
series and the indenture dated as of October 1, 1997, between the Company and
the Trustee.

     

    SECTION
609 Corporate Trustee Required;
Eligibility.

     

    There
shall at all times be a Trustee hereunder which shall be a corporation organized
and doing business under the laws of the United States of America, any State
thereof or the District of Columbia, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$500,000,000 subject to supervision or examination by Federal or State authority
and having its Corporate Trust Office in The City of New York. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Trustee shall cease
to be eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article.

     

    
      
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    SECTION
610 Resignation and Removal;
Appointment of Successor.

     

    (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 611.

     

    (b) The
Trustee may resign at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company. If the instrument of
acceptance by a successor Trustee required by Section 611 shall not have
been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition at the expense of the
Company any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

     

    (c) The
Trustee may be removed at any time with respect to the Securities of any series
by Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series, delivered to the Trustee and to the
Company.  If the instrument of acceptance by a successor Trustee
required by Section 611 shall not have been delivered to the Trustee within
30 days after the giving of such notice of removal, the removed Trustee may
petition at the expense of the Company any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

     

    (d) If at any
time:

     

    (1) the
Trustee shall fail to comply with Section 608(a) after written request therefor
by the Company or by any Holder who has been a bona fide Holder of a Security
for at least six months, or

     

    (2) the
Trustee shall cease to be eligible under Section 609 and shall fail to resign
after written request therefor by the Company or by any such Holder,
or

     

    (3) the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or
any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then, in any such case, (i) the Company by or pursuant to a Board
Resolution may remove the Trustee with respect to all Securities, or (ii)
subject to Section 514, any Holder who has been a bona fide Holder of a Security
for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee with respect to all Securities and the appointment of a successor
Trustee or Trustees.

     

    (e) If the
Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company, by or pursuant to a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
611, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 611, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

     

    
      
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    (f) The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series in the manner provided in
Section 106. Each notice shall include the name of the successor Trustee
with respect to the Securities of such series and the address of its Corporate
Trust Office.

     

    SECTION
611 Acceptance of Appointment by
Successor.

     

    (a) In case
of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder. Any Trustee ceasing to act shall, nevertheless,
retain its prior lien upon all property or funds held or collected by such
Trustee to secure any amounts then due it pursuant to the provisions of Section
607.

     

    (b) In case
of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

     

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

     

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

     

    SECTION
612 Merger, Conversion,
Consolidation or Succession to Business.

     

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

     

    
      
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    SECTION
613 Preferential Collection of
Claims Against Company.

     

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

     

    SECTION
614 Appointment of
Authenticating Agent.

     

    The
Trustee may, at the instruction and request of the Company, appoint an
Authenticating Agent or Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon original issue and upon exchange,
registration of transfer or partial redemption thereof or pursuant to
Section 306, and Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as
if authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of

     

    Securities
by the Trustee or the Trustee’s certificate of authentication, such reference
shall be deemed to include authentication and delivery on behalf of the Trustee
by an Authenticating Agent and a certificate of authentication executed on
behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent
shall be acceptable to the Company and shall at all times be a corporation
organized and doing business under the laws of the United States of America, any
State thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$500,000,000 and subject to supervision or examination by Federal or State
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this
Section.

     

    Any
corporation into which an Authenticating Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which such Authenticating Agent shall be a party,
or any corporation succeeding to the corporate agency or corporate trust
business of an Authenticating Agent, shall continue to be an Authenticating
Agent, provided such corporation shall be otherwise eligible under this Section,
without the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.

     

    An
Authenticating Agent may resign at any time by giving written notice thereof to
the Trustee and to the Company. The Trustee may at any time terminate the agency
of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

     

    The
Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section.

     

    
      
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    If an
appointment with respect to one or more series is made pursuant to this Section,
the Securities of such series may have endorsed thereon, in addition to or in
lieu of the Trustee’s certificate of authentication, an alternate certificate of
authentication in the following form:

     

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

     

    THE BANK
OF NEW YORK MELLON TRUST COMPANY, N.A.

    as
Trustee

    


    By________________________________

    as Authenticating Agent

    


    By________________________________

    Authorized Officer

    


    SECTION
615 Investment of Certain
Payments Held by the Trustee.

     

    Any
amounts deposited by the Company and held by the Trustee hereunder, other than
pursuant to Section 403 or Section 1006 hereof, shall be invested by the Trustee
from time to time at the direction of the Company in such investments as may be
specified in writing by the Company and reasonably agreed to by the Trustee from
time to time; provided that no amounts deposited in respect of any payment on a
Security shall be invested in an investment that matures after the due date of
such payment and that the Trustee shall have no liability to the Company for any
loss on such investments; provided, further, that in investing trust funds
pursuant to the terms of this Section and liquidating any investments held in
trust hereunder, the Trustee may, to the extent permitted by law, purchase
securities (including for the purposes of this paragraph securities as to which
the Trustee or a Trustee Affiliate is the issuer or guarantor) from, and sell
securities to, itself or any Trustee Affiliate and purchase securities
underwritten by, or in which a market is made by, the Trustee or a Trustee
Affiliate. For the purposes hereof, a “Trustee Affiliate” shall mean an entity
that directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the Trustee. Any income or gain
realized as a result of any such investment shall be promptly distributed to the
Company after payment of any amounts required to be paid to the Holders entitled
thereto, except after the occurrence and during the continuance of an Event of
Default. The Trustee shall have no liability to the Company for any loss
resulting from any investment made in accordance with this Section, and shall
bear no expense in connection with any investment pursuant to this Section. Any
such investment may be sold (without regard to maturity date) by the Trustee
whenever necessary to make any distribution required by this
Indenture.

     

    ARTICLE
SEVEN

     

    HOLDERS’
LISTS AND REPORTS BY TRUSTEE AND COMPANY

     

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

     

    With
respect to each series of Securities, the Company will furnish or cause to be
furnished to the Trustee

     

    (a) semi-annually,
not more than 15 days after each Regular Record Date relating to that series
(or, if there is no Regular Record Date relating to that series, semi-annually
on dates set forth in a Board Resolution or Indenture supplemental hereto with
respect to such series furnished pursuant to Section 301) a list, in such form
as the Trustee for such series may reasonably require, of the names and
addresses of the Holders of that series as of such date, and

     

    (b) at such
other times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list of similar form and content
as of a date not more than 15 days prior to the time such list is
furnished;

     

    
      
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    provided,
however, that so long as the Trustee is the Security Registrar for a particular
series, no such list shall be required to be furnished with respect to such
series.

     

    SECTION
702 Preservation of Information;
Communications to Holders.

     

    The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list furnished to
the Trustee as provided in Section 701 and the names and addresses of
Holders received by the Trustee in its capacity as Security Registrar. The
Trustee may destroy any list furnished to it as provided in Section 701 upon
receipt of a new list so furnished.

     

    The
rights of Holders to communicate with other Holders with respect to their rights
under this Indenture or under the Securities, and the corresponding rights and
privileges of the Trustee, shall be as provided by the Trust Indenture
Act.

     

    Every
Holder of Securities, by receiving and holding the same, agrees with the Company
and the Trustee that neither the Company nor the Trustee nor any agent of either
of them shall be held accountable by reason of any disclosure of information as
to names and addresses of Holders made pursuant to the Trust Indenture
Act.

     

    SECTION
703 Reports by
Trustee.

     

    The
Trustee shall transmit to Holders such reports concerning the Trustee and its
actions under this Indenture as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant thereto. If required by
Section 313(a) of the Trust Indenture Act, the Trustee shall, within sixty days
after each May 15 following the date of the first issuance of Securities
hereunder, deliver to Holders a brief report, dated as of that May 15, which
complies with the provisions of such Section 313.

     

    A copy of
each such report shall, at the time of such transmission to Holders, be filed by
the Trustee with each stock exchange upon which any Securities are listed, with
the Commission and with the Company. The Company will notify the Trustee when
any Securities are listed on any stock exchange.

     

    SECTION
704 Reports by
Company.

     

    The
Company shall file with the Trustee and the Commission, and transmit to Holders,
such information, documents and other reports, and such summaries thereof, as
may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant to such Act; provided that any such information,
documents or reports required to be filed with the Commission pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 shall be filed with
the Trustee within 15 days after the same is so required to be filed with the
Commission.

     

    Delivery
of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee's receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company's compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officers' Certificates).

     

    ARTICLE
EIGHT

     

    CONSOLIDATION,
MERGER, CONVEYANCE, TRANSFER OR LEASE

     

    SECTION
801 Company May Consolidate,
Etc., Only on Certain Terms.

     

    The
Company shall not consolidate with or merge into any other corporation or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, unless:

     

    (1) the
Person formed by such consolidation or into which the Company is merged or the
Person which acquires by conveyance, transfer or lease the properties and assets
of the Company substantially as an entirety shall be a corporation, partnership,
limited liability company or trust, shall be organized and validly existing
under the laws of the United States of America, any State thereof or the
District of Columbia and shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee, in form satisfactory to the
Trustee, the due and punctual payment of the principal of (and premium, if any)
and interest on all the Securities and the performance of every covenant of this
Indenture on the part of the Company to be performed or observed;

     

    
      
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    (2) immediately
after giving effect to such transaction, no Event of Default, and no event
which, after notice or lapse of time or both, would become an Event of Default,
shall have happened and be continuing; and 3

     

    (3) the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, conveyance, transfer or
lease and such supplemental indenture comply with this Article and that all
conditions precedent herein provided for relating to such transaction have been
complied with.

     

    This
Section shall not apply to any merger or consolidation in which the Company is
the surviving corporation.

     

    SECTION
802 Securities to be Secured in
Certain Events.

     

    If, upon
any such consolidation or merger of the Company with or into any other
corporation, or upon any such conveyance, transfer or lease of the property and
assets of the Company substantially as an entirety in accordance with Section
801, any of the property of the Company (other than any property on which
Section 1008 would permit the Company to create, assume or suffer to exist Liens
without equally and ratably securing the Securities) would thereupon become
subject to any mortgage, pledge or lien, the Company, prior to such
consolidation, merger, conveyance, transfer or lease, will secure the due and
punctual payment of the principal of (and premium, if any) and interest on all
the Securities, equally and ratably with any other obligations of the Company
then entitled thereto, by a direct lien on all such property prior to all liens
other than any theretofore existing thereon.

     

    SECTION
803 Successor
Substituted.

     

    Upon any
consolidation with or merger of the Company into any other Person, or any
conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety in accordance with Section 801, the successor
Person formed by such consolidation or into which the Company is merged or to
which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named
as the Company herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities.

     

    ARTICLE
NINE

     

    SUPPLEMENTAL
INDENTURES

     

    SECTION
901 Supplemental Indentures
Without Consent of Holders.

     

    Without
the consent of any Holders, the Company, when authorized by a Board Resolution,
and the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:

     

    (1) to
evidence the succession of another Person to the Company and the assumption by
any such successor of the covenants of the Company herein and in the Securities;
or

     

    (2) to add to
the covenants of the Company for the benefit of the Holders of all or any series
of Securities (and if such covenants are to be for the benefit of less than all
series of Securities, stating that such covenants are expressly being included
solely for the benefit of such series) or to surrender any right or power herein
conferred upon the Company; or

     

    
      
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    (3) to add
any additional Events of Default with respect to all or any series of
Securities; or

     

    (4) to add to
or change any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the issuance of Securities in bearer form,
registrable or not registrable as to principal, and with or without interest
coupons, or to permit or facilitate the issuance of Securities in uncertificated
form or in the form of Book-Entry Securities; or

     

    (5) to add
to, change or eliminate any of the provisions of this Indenture in respect of
one or more series of Securities, provided that any such addition, change or
elimination (A) shall neither (i) apply to any Security of any series created
prior to the execution of such supplemental indenture and entitled to the
benefit of such provision nor (ii) modify the rights of the Holder of any such
Security with respect to such provision or (B) shall become effective only when
there is no such Security Outstanding; or

     

    (6) to secure
the Securities; or

     

    (7) to
establish the form or terms of Securities of any series as permitted by Sections
201 and 301; or

     

    (8) to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 611(b); or

     

    (9) to cure
any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Indenture,
provided that such action pursuant to this clause (9) other than with respect to
a defective provision shall not adversely affect the interests of the Holders of
Securities of any series in any material respect.

     

    SECTION
902 Supplemental Indentures with
Consent of Holders.

     

    With the
consent of the Holders of not less than 66 2/3% in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture,
by Act of said Holders delivered to the Company and the Trustee, the Company,
when authorized by a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

     

    (1) change
the Stated Maturity of the principal of, or any installment of principal of or
interest on, any Security, or reduce the principal amount thereof or the rate of
interest thereon or any premium payable upon the redemption thereof, or reduce
the amount of the principal of an Original Issue Discount Security that would be
due and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502, or change any Place of Payment where, or the coin or
currency in which, any Security or any premium or the interest thereon is
payable, or impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity thereof (or, in the case of redemption,
on or after the Redemption Date), or

     

    (2) reduce
the percentage in principal amount of the Outstanding Securities of any series,
the consent of whose Holders is required for any such supplemental indenture, or
the consent of whose Holders is required for any waiver (of compliance with
certain provisions of this Indenture or certain defaults hereunder and their
consequences) provided for in this Indenture, or

     

    (3) modify
any of the provisions of this Section, Section 513 or Section 1011, except to
increase any such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of
each

     

    
      
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    Outstanding
Security affected thereby, provided, however, that this clause shall not be
deemed to require the consent of any Holder with respect to changes in the
references to “the Trustee” and concomitant changes in this Section and Section
1011, or the deletion of this proviso, in accordance with the requirements of
Sections 611(b) and 901(8).

     

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

     

    The
Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Persons entitled to consent to any indenture supplemental
hereto. If a record date is fixed, the Holders on such record date or their duly
designated proxies, and only such Persons, shall be entitled to consent to such
supplemental indenture, whether or not such Holders remain Holders after such
record date; provided, that unless such consent shall have become effective by
virtue of the requisite percentage having been obtained prior to the date which
is 90 days after such record date, any such consent previously given shall
automatically and without further action by any Holder be cancelled and of no
further effect.

     

    It shall
not be necessary for any Act of Holders under this Section to approve the
particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof.

     

    SECTION
903 Execution of Supplemental
Indentures.

     

    In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be provided with, and (subject to
Section 601) shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise.

     

    SECTION
904 Effect of Supplemental
Indentures.

     

    Upon the
execution of any supplemental indenture under this Article, this Indenture shall
be modified in accordance therewith, and such supplemental indenture shall form
a part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

     

    SECTION
905 Conformity with Trust
Indenture Act.

     

    Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act.

     

    SECTION
906 Reference in Securities to
Supplemental Indentures.

     

    Securities
of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

     

    
      
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    ARTICLE
TEN

     

    COVENANTS

     

    SECTION
1001 Payment of Principal,
Premium and Interest.

     

    The
Company covenants and agrees for the benefit of each series of Securities that
it will duly and punctually pay the principal of (and premium, if any) and
interest on the Securities of that series in accordance with the terms of the
Securities and this Indenture.

     

    SECTION
1002 Maintenance of Office or
Agency.

     

    The
Company will maintain in each Place of Payment for any series of Securities an
office or agency where Securities of that series may be presented or surrendered
for payment, where Securities of that series may be surrendered for registration
of transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. The
Trustee is hereby initially appointed Paying Agent, and the Corporate Trust
Office of the Trustee is initially designated as the office or agency where
Securities may be presented or surrendered for payment. The Company will give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee, and the
Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

     

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

     

    SECTION
1003 Money for Securities
Payments to Be Held in Trust.

     

    If the
Company shall at any time act as its own Paying Agent with respect to any series
of Securities, it will, on or before each due date of the principal of (and
premium, if any) or interest on any of the Securities of that series, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal (and premium, if any) or interest so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided and will promptly notify the Trustee of its action or failure so
to act.

     

    Whenever
the Company shall have one or more Paying Agents for any series of Securities,
it will, on or before each due date of the principal of (and premium, if any) or
interest on any Securities of that series, deposit with a Paying Agent a sum
sufficient to pay the principal (and premium, if any) or interest so becoming
due, such sum to be held in trust for the benefit of the Persons entitled to
such principal, premium or interest, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.

     

    The
Company will cause each Paying Agent for any series of Securities other than the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section,
that such Paying Agent will (1) comply with the provisions of the Trust
Indenture Act applicable to it as a Paying Agent and (2) during the continuance
of any default by the Company (or any other obligor upon the Securities of that
series) in the making of any payment in respect of the Securities of that
series, upon the written request of the Trustee, forthwith pay to the Trustee
all sums held in trust by such Paying Agent for payment in respect of the
Securities of that series.

     

    The
Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums held in trust by the
Company or such Paying Agent, such sums to be held by the Trustee upon the same
trusts as those upon which such sums were held by the Company or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such
money.

     

    
      
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    Any money
deposited with the Trustee or any Paying Agent, or received by the Trustee in
respect of obligations deposited with the Trustee pursuant to Section 403 or
1006, or then held by the Company, in trust for the payment of the principal of
(and premium, if any) or interest on any Security of any series and remaining
unclaimed for three years after such principal (and premium, if any) or interest
has become due and payable shall be paid to the Company on Company Request
(unless otherwise required by mandatory provisions of applicable escheat or
abandoned or unclaimed property law), or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the Borough of
Manhattan, The City of New York, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

     

    SECTION
1004 Statement as to
Compliance.

     

    The
Company will deliver to the Trustee, within 120 days after the end of each
fiscal year, a brief certificate (which shall not be deemed an Officers’
Certificate and need not conform with any of the provisions of Section 102)
from the principal executive officer, principal financial officer or principal
accounting officer as to his or her knowledge of the Company’s compliance with
all conditions and covenants under this Indenture, or as otherwise provided by
the Trust Indenture Act. For purposes of this Section 1004, such compliance
shall be determined without regard to any period of grace or requirement of
notice under this Indenture.

     

    SECTION
1005 Corporate
Existence.

     

    Subject
to Article Eight, the Company will do or cause to be done all things necessary
to preserve and keep in full force and effect its corporate existence, rights
(charter and statutory) and franchises; provided, however, that the Company
shall not be required to preserve any such right or franchise if the Company
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company.

     

    SECTION
1006 Defeasance of Certain
Obligations

     

    If this
Section is specified, as contemplated by Section 301, to be applicable to
Securities of any series, (a) the Company may omit to comply with any term,
provision or condition set forth in Sections 802 and 1006, with respect to the
Securities of such series, and any covenants provided pursuant to Sections
301(19), 901(2), 901(7), in each case with respect to Securities of such series,
and (b) the occurrence of any event specified in Sections 501(4) (with respect
to any of Section 802 and 1006, and any such covenants or defaults provided
pursuant to Sections 301(19), 901(2), 901(7) or 501(7)) shall be deemed not to
be or result in an Event of Default, in each case with respect to Securities of
such Series as provided in this Section, provided that the following conditions
shall have been satisfied:

     

    (1) with
reference to this Section 1006, the Company has deposited or caused to be
irrevocably deposited (except as provided in Section 403) with the Trustee as
trust funds in trust, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such (i) in the case of Securities of such
series denominated in U.S. dollars, cash in U.S. dollars (or such other money or
currencies as shall then be legal tender in the United States) and/or U.S.
Government Obligations, or (ii) in the case of Securities of such series
denominated in a Foreign Currency (other than a basket currency), money and/or
Foreign Government Securities in the same Foreign Currency, which through the
payment of interest and principal in respect thereof, in accordance with their
terms, will provide (and without reinvestment and assuming no tax liability will
be imposed on such Trustee), not later than one day before the due date of any
payment of money, an amount in cash, sufficient, in the opinion of a nationally
recognized firm of independent certified public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge
each installment of principal (and premium, if any) (including mandatory sinking
fund or analogous payments) of and any interest on all the Securities of such
series on the dates such instalments of interest or principal are
due;

     

    
      
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    (2) such
deposit shall not, in the Opinion of Counsel, cause the Trustee with respect to
the Securities of such series to have a conflicting interest as defined in
Section 608 and for purposes of the Trust Indenture Act with respect to the
Securities of such series;

     

    (3) the trust
arising from such deposit shall not constitute a regulated investment company
under the Investment Company Act of 1940, as amended, or such trust shall be so
qualified;

     

    (4) such
deposit will not result in a breach or violation of, or constitute a default
under, this Indenture or any other agreement or instrument to which the Company
is a party or by which it is bound;

     

    (5) no Event
of Default or event which with notice or lapse of time would become an Event of
Default with respect to the Securities of such series shall have occurred and be
continuing on the date of such deposit;

     

    (6) the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel to the effect that Holders of the Securities of such series will not
recognize income, gain or loss for Federal income tax purposes as a result of
such deposit and defeasance of certain obligations and will be subject to
Federal income tax on the same amount and in the same manner and at the same
times, as would have been the case if such deposit and defeasance had not
occurred; and

     

    (7) the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating
to the defeasance contemplated by this Section have been complied
with.

     

    SECTION
1007 Waiver of Certain
Covenants.

     

    The
Company may omit in any particular instance to comply with any covenant or
condition set forth in Sections 1004 to 1007, inclusive, with respect to
the Securities of any series if before or after the time for such compliance the
Holders of at least 66 2/3% in principal amount of the Outstanding Securities of
such series shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such covenant or condition, but no
such waiver shall extend to or affect such covenant or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
covenant or condition shall remain in full force and effect.

     

    The
Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Persons entitled to waive compliance with any covenant or
condition hereunder. If a record date is fixed, the Holders on such record date,
or their duly designated proxies, and only such Persons, shall be entitled to
waive any such compliance, whether or not such Holders remain Holders after such
record date; provided, that unless the Holders of at least 66 2/3% in principal
amount of the Outstanding Securities of such series shall have waived such
compliance prior to the date which is 90 days after such record date, any
such waiver previously given shall automatically and without further action by
any Holder be cancelled and of no further effect.

     

    SECTION
1008 Statement by Officers as to
Default.

     

    The
Company shall deliver to the Trustee, as soon as possible and in any event
within five days after the Company becomes aware of the occurrence of any Event
of Default or an event which, with notice or the lapse of time or both, would
constitute an Event of Default, an Officers' Certificate setting forth the
details of such Event of Default or default and the action which the Company
proposes to take with respect thereto.

     

    
      
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    ARTICLE
ELEVEN

     

    REDEMPTION
OF SECURITIES

     

    SECTION
1101 Applicability of
Article.

     

    Securities
of any series which are redeemable before their Stated Maturity shall be
redeemable in accordance with their terms and (except as otherwise specified as
contemplated by Section 301 for Securities of any series) in accordance with
this Article.

     

    SECTION
1102 Election to Redeem; Notice
to Trustee.

     

    The
election of the Company to redeem any Securities shall be evidenced by or
pursuant to a Board Resolution or Officers Certificate.

     

    In case
of any redemption at the election of the Company of less than all the Securities
of any series, the Company shall, at least 60 days prior to the Redemption Date
fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date, of the principal amount of
Securities of such series to be redeemed, and, if applicable, of the tenor of
the Securities to be redeemed. In the case of any redemption of Securities prior
to the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officers’ Certificate evidencing compliance with such
restriction.

     

    SECTION
1103 Selection by Trustee of
Securities to Be Redeemed.

     

    If less
than all the Securities of any series are to be redeemed (unless all of the
Securities of a specified tenor are to be redeemed), the particular Securities
of a specified tenor to be redeemed shall be selected not more than 90 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series and of the tenor subject to such redemption and not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
(equal to the minimum authorized denomination for Securities of that series or
any integral multiple thereof), of the principal amount of Securities of such
series and specified tenor of a denomination larger than the minimum authorized
denomination for Securities of that series and specified tenor.

     

    The
Trustee shall promptly notify the Company and the Security Registrar, if other
than the Trustee, in writing of the Securities selected for redemption and, in
the case of any Securities selected for partial redemption, the principal amount
thereof to be redeemed.

     

    For all
purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case of
any Securities redeemed or to be redeemed only in part, to the portion of the
principal amount of such Securities which has been or is to be
redeemed.

     

    SECTION
1104 Notice of
Redemption.

     

    Notice of
redemption shall be given by first-class mail, postage prepaid, mailed not less
than 30 nor more than 55 days prior to the Redemption Date, to each Holder
of Securities to be redeemed, at his address appearing in the Security
Register.

     

    All
notices of redemption shall identify the Securities to be redeemed (including
CUSIP number) and shall state:

     

    (1) the
Redemption Date,

     

    (2) the
Redemption Price,

     

    
      
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    (3) in the
case of partial redemption of any Securities, the principal amounts of the
particular Securities to be redeemed,

     

    (4) that on
the Redemption Date the Redemption Price will become due and payable upon each
such Security or portion thereof to be redeemed and, if applicable, that
interest thereon will cease to accrue on and after said date,

     

    (5) the place
or places where such Securities are to be surrendered for payment of the
Redemption Price, and 4

     

    (6) that the
redemption is for a sinking fund, if such is the case.

     

    Notice of
redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s request, by the Trustee in the name
and at the expense of the Company.

     

    SECTION
1105 Deposit of Redemption
Price.

     

    On or
prior to the Redemption Date, the Company shall deposit with the Trustee or with
a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 1003) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities or
portions thereof which are to be redeemed on that date.

     

    SECTION
1106 Securities Payable on
Redemption Date.

     

    Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with accrued interest to the
Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 301, instalments of interest whose Stated Maturity
is on or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.

     

    If any
Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal and any premium shall, until paid, bear interest from
the Redemption Date at the rate prescribed therefor in the
Security.

     

    SECTION
1107 Securities Redeemed in
Part.

     

    Any
Security which is to be redeemed only in part shall be surrendered at a Place of
Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and of like tenor, of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered. If a Book-Entry Security is so surrendered, such
new Security so issued shall be a new Book-Entry Security.

     

    
      
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    ARTICLE
TWELVE

     

    SINKING
FUNDS

     

    SECTION
1201 Applicability of
Article.

     

    The
provisions of this Article shall be applicable to any sinking fund for the
retirement of Securities of a series except as otherwise specified as
contemplated by Section 301 for Securities of such series.

     

    The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “mandatory sinking fund
payment”, and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an “optional sinking
fund payment”. If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 1202. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.

     

    SECTION
1202 Satisfaction of Sinking Fund
Payments with Securities.

     

    The
Company (1) may deliver Outstanding Securities of a series (other than any
previously called for redemption) and (2) may apply as a credit Securities of a
series which have been redeemed either at the election of the Company pursuant
to the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Securities of such series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; provided that such
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced
accordingly.

     

    SECTION
1203 Redemption of Securities for
Sinking Fund.

     

    Not less
than 60 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers’ Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 1202 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.

     

    
      
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    ARTICLE
THIRTEEN

     

    IMMUNITY
OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES

     

    SECTION
1301 Exemption from Individual
Liability.

     

    No
recourse under or upon any obligation, covenant or agreement of this Indenture,
or of any Security, or for any claim based thereon or otherwise in respect
thereof, shall be had against any incorporator, stockholder, officer, director,
or employee, as such, past, present or future, of the Company or of any
successor Person, either directly or through the Company, whether by virtue of
any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that this
Indenture and the obligations issued hereunder are solely corporate obligations
of the Company, and that no such personal liability whatever shall attach to, or
is or shall be incurred by, the incorporators, stockholders, officers,
directors, or employees, as such, of the Company or of any successor Person, or
any of them, because of the creation of the indebtedness hereby authorized, or
under or by reason of the obligations, covenants or agreements contained in this
Indenture or in any of the Securities or implied therefrom; and that any and all
such personal liability, either at common law or in equity or by constitution or
statute, of, and any and all such rights and claims against, every such
incorporator, stockholder, officer, director, or employee, as such, because of
the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom, are hereby expressly waived and released as
a condition of, and as a consideration for, the execution of this Indenture and
the issue of such Securities.

     

    * * * *
*

     


    
      
        47 


      

      
         


        
          

        

      

      
         


      

    


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

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed.

     

    
      
        
          
            
              	 	SOLUTIA
      INC.	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ James
      M. Sullivan	 
	 	 	Name: 
      James M. Sullivan	 
	 	 	Title: 
      Executive Vice President and CFO	 
	 	 	 	 


            

          

        

         

        
           

          
            
              
                	 	
                        THE BANK OF NEW
YORK

                        MELLON TRUST COMPANY,
      N.A.

                      	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	/s/
      M. Callahan	 
	 	 	Name: 
      Mary Callahan	 
	 	 	Title: 
      Vice President	 
	 	 	 	 


              

            

          

           

        

      

    

    


     

     

     

    48