Exhibit 4.1


 


INDENTURE,


 


dated as of November [  ], 2009,


 


between


 


AMPHENOL CORPORATION


 


and


 


THE BANK OF NEW YORK MELLON, as Trustee


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I
  DEFINITIONS AND INCORPORATION BY REFERENCE

  	
   

  	
  1

  
	
   

  	
  Section 1.1

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
   

  	
  Section 1.2

  	
   

  	
  Incorporation by
  Reference of Trust Indenture Act

  	
   

  	
  6

  
	
   

  	
  Section 1.3

  	
   

  	
  Rules of
  Construction

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II THE
  SECURITIES

  	
   

  	
  7

  
	
   

  	
  Section 2.1

  	
   

  	
  Issuable in
  Series

  	
   

  	
  7

  
	
   

  	
  Section 2.2

  	
   

  	
  Establishment of
  Terms of Securities of a Series

  	
   

  	
  7

  
	
   

  	
  Section 2.3

  	
   

  	
  Execution and
  Authentication

  	
   

  	
  9

  
	
   

  	
  Section 2.4

  	
   

  	
  Registrar and
  Paying Agent

  	
   

  	
  10

  
	
   

  	
  Section 2.5

  	
   

  	
  Paying Agent to
  Hold Money in Trust

  	
   

  	
  11

  
	
   

  	
  Section 2.6

  	
   

  	
  Holder Lists

  	
   

  	
  11

  
	
   

  	
  Section 2.7

  	
   

  	
  Transfer and
  Exchange

  	
   

  	
  11

  
	
   

  	
  Section 2.8

  	
   

  	
  Mutilated,
  Destroyed, Lost and Stolen Securities

  	
   

  	
  11

  
	
   

  	
  Section 2.9

  	
   

  	
  Outstanding
  Securities

  	
   

  	
  12

  
	
   

  	
  Section 2.10

  	
   

  	
  Treasury
  Securities

  	
   

  	
  13

  
	
   

  	
  Section 2.11

  	
   

  	
  Temporary
  Securities

  	
   

  	
  13

  
	
   

  	
  Section 2.12

  	
   

  	
  Cancellation

  	
   

  	
  13

  
	
   

  	
  Section 2.13

  	
   

  	
  Defaulted
  Interest

  	
   

  	
  13

  
	
   

  	
  Section 2.14

  	
   

  	
  Global Securities

  	
   

  	
  13

  
	
   

  	
  Section 2.15

  	
   

  	
  CUSIP Numbers

  	
   

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE III
  REDEMPTION

  	
   

  	
  15

  
	
   

  	
  Section 3.1

  	
   

  	
  Notice to
  Trustee

  	
   

  	
  15

  
	
   

  	
  Section 3.2

  	
   

  	
  Selection of
  Securities to be Redeemed

  	
   

  	
  15

  
	
   

  	
  Section 3.3

  	
   

  	
  Notice of
  Redemption

  	
   

  	
  15

  
	
   

  	
  Section 3.4

  	
   

  	
  Effect of Notice
  of Redemption

  	
   

  	
  16

  
	
   

  	
  Section 3.5

  	
   

  	
  Deposit of
  Redemption Price

  	
   

  	
  16

  
	
   

  	
  Section 3.6

  	
   

  	
  Securities
  Redeemed in Part

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV
  COVENANTS

  	
   

  	
  16

  
	
   

  	
  Section 4.1

  	
   

  	
  Payment of
  Principal and Interest

  	
   

  	
  16

  
	
   

  	
  Section 4.2

  	
   

  	
  Limitation on
  Liens

  	
   

  	
  16

  
	
   

  	
  Section 4.3

  	
   

  	
  Limitation on
  Sale/Leaseback Transactions

  	
   

  	
  18

  
	
   

  	
  Section 4.4

  	
   

  	
  Commission
  Reports

  	
   

  	
  19

  
	
   

  	
  Section 4.5

  	
   

  	
  Compliance
  Certificate

  	
   

  	
  20

  
	
   

  	
  Section 4.6

  	
   

  	
  Corporate
  Existence

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V
  SUCCESSORS

  	
   

  	
  20

  
	
   

  	
  Section 5.1

  	
   

  	
  When Company
  May Merge, Etc.

  	
   

  	
  20

  
	
   

  	
  Section 5.2

  	
   

  	
  Successor Person
  Substituted

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI
  DEFAULTS AND REMEDIES

  	
   

  	
  21

  
	
   

  	
  Section 6.1

  	
   

  	
  Events of
  Default

  	
   

  	
  21

  
	
   

  	
  Section 6.2

  	
   

  	
  Acceleration of
  Maturity; Rescission and Annulment

  	
   

  	
  22

  
	
   

  	
  Section 6.3

  	
   

  	
  Collection of
  Indebtedness and Suits for Enforcement by Trustee

  	
   

  	
  23

  
							



 


i

















 


	
   

  	
  Section 6.4

  	
   

  	
  Trustee
  May File Proofs of Claim

  	
   

  	
  24

  
	
   

  	
  Section 6.5

  	
   

  	
  Trustee
  May Enforce Claims Without Possession of Securities

  	
   

  	
  24

  
	
   

  	
  Section 6.6

  	
   

  	
  Application of
  Money Collected

  	
   

  	
  24

  
	
   

  	
  Section 6.7

  	
   

  	
  Limitation on
  Suits

  	
   

  	
  25

  
	
   

  	
  Section 6.8

  	
   

  	
  Unconditional
  Right of Holders to Receive Principal and Interest

  	
   

  	
  25

  
	
   

  	
  Section 6.9

  	
   

  	
  Restoration of
  Rights and Remedies

  	
   

  	
  25

  
	
   

  	
  Section 6.10

  	
   

  	
  Rights and
  Remedies Cumulative

  	
   

  	
  26

  
	
   

  	
  Section 6.11

  	
   

  	
  Delay or
  Omission Not Waiver

  	
   

  	
  26

  
	
   

  	
  Section 6.12

  	
   

  	
  Control by
  Holders

  	
   

  	
  26

  
	
   

  	
  Section 6.13

  	
   

  	
  Waiver of Past
  Defaults

  	
   

  	
  26

  
	
   

  	
  Section 6.14

  	
   

  	
  Undertaking for
  Costs

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII
  TRUSTEE

  	
   

  	
  27

  
	
   

  	
  Section 7.1

  	
   

  	
  Duties of
  Trustee

  	
   

  	
  27

  
	
   

  	
  Section 7.2

  	
   

  	
  Rights of
  Trustee

  	
   

  	
  29

  
	
   

  	
  Section 7.3

  	
   

  	
  Individual Rights
  of Trustee

  	
   

  	
  30

  
	
   

  	
  Section 7.4

  	
   

  	
  Trustee’s
  Disclaimer

  	
   

  	
  30

  
	
   

  	
  Section 7.5

  	
   

  	
  Notice of
  Defaults

  	
   

  	
  30

  
	
   

  	
  Section 7.6

  	
   

  	
  Reports by
  Trustee to Holders

  	
   

  	
  31

  
	
   

  	
  Section 7.7

  	
   

  	
  Compensation and
  Indemnity

  	
   

  	
  31

  
	
   

  	
  Section 7.8

  	
   

  	
  Replacement of
  Trustee

  	
   

  	
  32

  
	
   

  	
  Section 7.9

  	
   

  	
  Successor
  Trustee by Merger, etc.

  	
   

  	
  32

  
	
   

  	
  Section 7.10

  	
   

  	
  Eligibility;
  Disqualification

  	
   

  	
  32

  
	
   

  	
  Section 7.11

  	
   

  	
  Preferential
  Collection of Claims Against Company

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII
  SATISFACTION AND DISCHARGE; DEFEASANCE

  	
   

  	
  33

  
	
   

  	
  Section 8.1

  	
   

  	
  Option to Effect
  Legal Defeasance or Covenant Defeasance

  	
   

  	
  33

  
	
   

  	
  Section 8.2

  	
   

  	
  Legal Defeasance
  and Discharge

  	
   

  	
  33

  
	
   

  	
  Section 8.3

  	
   

  	
  Covenant
  Defeasance

  	
   

  	
  34

  
	
   

  	
  Section 8.4

  	
   

  	
  Conditions to
  Legal or Covenant Defeasance

  	
   

  	
  34

  
	
   

  	
  Section 8.5

  	
   

  	
  Satisfaction and
  Discharge of Indenture

  	
   

  	
  35

  
	
   

  	
  Section 8.6

  	
   

  	
  Survival of
  Certain Obligations

  	
   

  	
  35

  
	
   

  	
  Section 8.7

  	
   

  	
  Acknowledgment
  of Discharge by Trustee

  	
   

  	
  36

  
	
   

  	
  Section 8.8

  	
   

  	
  Application of
  Trust Moneys

  	
   

  	
  36

  
	
   

  	
  Section 8.9

  	
   

  	
  Repayment to the
  Company; Unclaimed Money

  	
   

  	
  36

  
	
   

  	
  Section 8.10

  	
   

  	
  Reinstatement

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX
  AMENDMENTS AND WAIVERS

  	
   

  	
  37

  
	
   

  	
  Section 9.1

  	
   

  	
  Without Consent
  of Holders

  	
   

  	
  37

  
	
   

  	
  Section 9.2

  	
   

  	
  With Consent of
  Holders

  	
   

  	
  38

  
	
   

  	
  Section 9.3

  	
   

  	
  Limitations

  	
   

  	
  38

  
	
   

  	
  Section 9.4

  	
   

  	
  Compliance with
  Trust Indenture Act

  	
   

  	
  39

  
	
   

  	
  Section 9.5

  	
   

  	
  Revocation and
  Effect of Consents

  	
   

  	
  39

  
	
   

  	
  Section 9.6

  	
   

  	
  Notation on or
  Exchange of Securities

  	
   

  	
  39

  
	
   

  	
  Section 9.7

  	
   

  	
  Trustee
  Protected

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X
  MISCELLANEOUS

  	
   

  	
  39

  
	
   

  	
  Section 10.1

  	
   

  	
  Trust Indenture
  Act Controls

  	
   

  	
  39

  
	
   

  	
  Section 10.2

  	
   

  	
  Notices

  	
   

  	
  39

  



 


ii

















 


	
   

  	
  Section 10.3

  	
   

  	
  Communication by
  Holders with Other Holders

  	
   

  	
  40

  
	
   

  	
  Section 10.4

  	
   

  	
  Certificate and
  Opinion as to Conditions Precedent

  	
   

  	
  41

  
	
   

  	
  Section 10.5

  	
   

  	
  Statements
  Required in Certificate or Opinion

  	
   

  	
  41

  
	
   

  	
  Section 10.6

  	
   

  	
  Rules by
  Trustee and Agents

  	
   

  	
  41

  
	
   

  	
  Section 10.7

  	
   

  	
  Legal Holidays

  	
   

  	
  41

  
	
   

  	
  Section 10.8

  	
   

  	
  No Recourse
  Against Others

  	
   

  	
  41

  
	
   

  	
  Section 10.9

  	
   

  	
  Counterparts

  	
   

  	
  41

  
	
   

  	
  Section 10.10

  	
   

  	
  Governing Laws

  	
   

  	
  42

  
	
   

  	
  Section 10.11

  	
   

  	
  No Adverse
  Interpretation of Other Agreements

  	
   

  	
  42

  
	
   

  	
  Section 10.12

  	
   

  	
  Successors

  	
   

  	
  42

  
	
   

  	
  Section 10.13

  	
   

  	
  Severability

  	
   

  	
  42

  
	
   

  	
  Section 10.14

  	
   

  	
  Table of
  Contents, Headings, Etc.

  	
   

  	
  42

  
	
   

  	
  Section 10.15

  	
   

  	
  Securities in a
  Foreign Currency

  	
   

  	
  42

  
	
   

  	
  Section 10.16

  	
   

  	
  Judgment
  Currency

  	
   

  	
  43

  
	
   

  	
  Section 10.17

  	
   

  	
  USA Patriot Act

  	
   

  	
  43

  



 


iii

















 


RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF
1939 AND THIS INDENTURE


 


	
  TIA Section

  	
   

  	
   

  	
   

  	
  Indenture
  Section

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 310

  	
   

  	
  (a)(1)

  	
   

  	
   

  	
  7.10

  	
   

  
	
   

  	
   

  	
  (a)(2)

  	
   

  	
   

  	
  7.10

  	
   

  
	
   

  	
   

  	
  (a)(3)

  	
   

  	
   

  	
  Not Applicable

  	
   

  
	
   

  	
   

  	
  (a)(4)

  	
   

  	
   

  	
  Not Applicable

  	
   

  
	
   

  	
   

  	
  (a)(5)

  	
   

  	
   

  	
  7.10

  	
   

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
  7.10

  	
   

  
	
  Section 311

  	
   

  	
  (a)

  	
   

  	
   

  	
  7.11

  	
   

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
  7.11

  	
   

  
	
   

  	
   

  	
  (c)

  	
   

  	
   

  	
  Not Applicable

  	
   

  
	
  Section 312

  	
   

  	
  (a)

  	
   

  	
   

  	
  2.6

  	
   

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
  10.3

  	
   

  
	
   

  	
   

  	
  (c)

  	
   

  	
   

  	
  10.3

  	
   

  
	
  Section 313

  	
   

  	
  (a)

  	
   

  	
   

  	
  7.6

  	
   

  
	
   

  	
   

  	
  (b)(1)

  	
   

  	
   

  	
  7.6

  	
   

  
	
   

  	
   

  	
  (b)(2)

  	
   

  	
   

  	
  7.6

  	
   

  
	
   

  	
   

  	
  (c)(1)

  	
   

  	
   

  	
  7.6

  	
   

  
	
   

  	
   

  	
  (d)

  	
   

  	
   

  	
  7.6

  	
   

  
	
  Section 314

  	
   

  	
  (a)

  	
   

  	
   

  	
  4.4, 4.5, 10.5

  	
   

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
  Not Applicable

  	
   

  
	
   

  	
   

  	
  (c)(1)

  	
   

  	
   

  	
  10.4

  	
   

  
	
   

  	
   

  	
  (c)(2)

  	
   

  	
   

  	
  10.4

  	
   

  
	
   

  	
   

  	
  (c)(3)

  	
   

  	
   

  	
  Not Applicable

  	
   

  
	
   

  	
   

  	
  (d)

  	
   

  	
   

  	
  Not Applicable

  	
   

  
	
   

  	
   

  	
  (e)

  	
   

  	
   

  	
  10.5

  	
   

  
	
   

  	
   

  	
  (f)

  	
   

  	
   

  	
  Not Applicable

  	
   

  
	
  Section 315

  	
   

  	
  (a)

  	
   

  	
   

  	
  7.1

  	
   

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
  7.5

  	
   

  
	
   

  	
   

  	
  (c)

  	
   

  	
   

  	
  7.1

  	
   

  
	
   

  	
   

  	
  (d)

  	
   

  	
   

  	
  7.1

  	
   

  
	
   

  	
   

  	
  (e)

  	
   

  	
   

  	
  6.14

  	
   

  
	
  Section 316

  	
   

  	
  (a)

  	
   

  	
   

  	
  2.10

  	
   

  
	
   

  	
   

  	
  (a)(1)(a)

  	
   

  	
   

  	
  6.12

  	
   

  
	
   

  	
   

  	
  (a)(1)(b)

  	
   

  	
   

  	
  6.13

  	
   

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
  6.8

  	
   

  
	
   

  	
   

  	
  (c)

  	
   

  	
   

  	
  Not Applicable

  	
   

  
	
  Section 317

  	
   

  	
  (a)(1)

  	
   

  	
   

  	
  6.3

  	
   

  
	
   

  	
   

  	
  (a)(2)

  	
   

  	
   

  	
  6.4

  	
   

  
	
   

  	
   

  	
  (b)

  	
   

  	
   

  	
  2.5

  	
   

  
	
  Section 318

  	
   

  	
  (a)

  	
   

  	
   

  	
  10.1

  	
   

  



 


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


 


iv

















 


Indenture,
dated as of November [  ], 2009
(this “Indenture”), between Amphenol Corporation, a corporation
duly incorporated and existing under the laws of Delaware and having its principal
executive office at 358 Hall Avenue,
Wallingford, Connecticut 06492 (the “Company”), and The Bank of
New York Mellon, as trustee (the “Trustee”).


 


Each
party agrees as follows for the benefit of the other party and for the equal
and ratable benefit of the Holders of the Securities issued under this
Indenture:


 


ARTICLE I


DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.1             Definitions.


 


“Additional
Amounts” means any additional amounts that are required hereby or by any
Security, under circumstances specified herein or therein, to be paid by the
Company in respect of certain taxes imposed on Holders specified herein or
therein and that are owing to such Holders.


 


“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” (including, with correlative meanings, the terms “controlled
by” and “under common control with”), as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such Person,
whether through the ownership of voting securities or by agreement or
otherwise.


 


“Agent”
means any Registrar, Paying Agent or Service Agent.


 


“Attributable
Debt” means, when used in connection with a Sale/Leaseback Transaction, on
any date as of which the amount of Attributable Debt is to be determined, the
product of (a) the net proceeds from the Sale/Leaseback Transaction
multiplied by (b) a fraction, the numerator of which is the number of full
years of the term of the lease relating to the property involved in the
Sale/Leaseback Transaction (without regard to any options to renew or extend such
term) remaining on the date of the making of the computation, and the
denominator of which is the number of full years of the term of the lease
measured from the first day of the term.


 


“Bankruptcy Law”
has the meaning set forth in Section 6.1.


 


“Board
of Directors” means the Board of Directors of the Company or any duly
authorized committee thereof.


 


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


 


“Business
Day” means, unless otherwise provided by a Board Resolution, an Officers’
Certificate or a Supplemental Indenture for the Securities of a particular
Series, a day that is not, in New York City, a Saturday, Sunday, a legal
holiday or a day on which banking institutions are authorized or obligated by
law to close.


 

















 


“Capital
Stock” of any Person means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) equity of such Person,
including any preferred stock and limited liability or partnership interests
(whether general or limited), but excluding any debt securities convertible
into such equity.


 


“Commission”
means the Securities and Exchange Commission or any successor agency.


 


“Company”
means the party named as such above until a successor replaces it and
thereafter means such successor.


 


“Company
Order” means a written order signed in the name of the Company by two
Officers, one of whom must be the Company’s principal executive officer,
principal financial officer or principal accounting officer.


 


“Company
Request” means a written request or order signed in the name of the
Company, as the case may be, by (a) the Chairman of the Board, a Vice
Chairman of the Board, the Chief Executive Officer, the President or a Vice
President and by the Chief Financial Officer, the Treasurer, an Assistant
Treasurer, the Controller, an Assistant Controller, the Secretary or an
Assistant Secretary of the Company, as the case may be, or (b) any two
Persons designated in a Company Order previously delivered to the Trustee by
any two of the foregoing officers.


 


“Consolidated Net Tangible Assets” means the aggregate amount
of assets included on the Company’s consolidated balance sheet as of the most
recent fiscal quarter end for which such consolidated balance sheet is available,
after deducting therefrom (a) all current liabilities, except for current
maturities of long-term debt and current maturities of obligations under
capital leases, and (b) total goodwill and other intangible assets, all as
set forth on the most recent consolidated balance sheet of the Company and its
consolidated Subsidiaries and computed in accordance with GAAP.


 


“Corporate Trust Office” means the
designated office of the Trustee at which at any particular time its corporate
trust business shall be administered, which office of The Bank of New York
Mellon, at the date of the execution of this Indenture, is located at 101
Barclay Street, 8th Floor West, New York, New York 10286, Attention: Global
Corporate Trust, or such other address as the Trustee may designate from time
to time by notice to the Holders and the Company, or the principal corporate
trust office of any successor Trustee (or such other address as such successor
Trustee may designate from time to time by notice to the Holders and the Company).


 


“Covenant
Defeasance” has the meaning set forth in Section 8.3.


 


“Custodian” has the meaning
set forth in Section 6.1.


 


“Default”
means any event that is, or after notice or passage of time or both would be,
an Event of Default.


 


“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 Global Securities, the Person
designated as Depositary for such Series by the Company, which Depositary
shall be a clearing agency registered under the Exchange Act; 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.


 


2

















 


“Discount
Security” means any Security that provides for an amount less than the
stated principal amount thereof to be due and payable upon declaration of
acceleration of the maturity thereof pursuant to Section 6.2.


 


“Dollars”
and “$” means the currency of The United States of America.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Event of Default”
has the meaning set forth in Section 6.1.


 


“Foreign
Currency” means any currency or currency unit issued by a government other
than the government of The United States of America.


 


“Foreign
Government Obligations” means, with respect to Securities of any Series that
are denominated in a Foreign Currency, (a) direct obligations of the
government that issued or caused to be issued such currency for the payment of
which obligations its full faith and credit is pledged or (b) obligations
of a Person controlled or supervised by or acting as an agency or
instrumentality of such government the timely payment of which is unconditionally
guaranteed as a full faith and credit obligation by such government, which, in
the case of either clause (a) or (b), are not callable or redeemable at
the option of the issuer thereof.


 


“GAAP”
means generally accepted accounting principles in the United States set forth
in the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, which are in effect as of the date of
determination.


 


“Global
Security” means a Security or Securities, as the case may be, in the form
established pursuant to Section 2.2 evidencing all or part of the
Securities of a particular Series, issued to the Depositary for such Series or
its nominee, and registered in the name of such Depositary or nominee.


 


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


 


“Indebtedness” means, with respect to any
Person, obligations (other than Nonrecourse Obligations) of such Person for
borrowed money or evidenced by bonds, debentures, notes or similar instruments.


 


“Indenture”
means this Indenture as amended or supplemented from time to time, subject to Section 10.1,
and shall include the form and terms of the Securities of a particular Series established
as contemplated hereunder.


 


“interest”
with respect to any Discount Security that by its terms bears interest only after
Maturity means interest payable after Maturity.


 


“Judgment Currency”
has the meaning set forth in Section 10.16.


 


“Legal Defeasance”
has the meaning set forth in Section 8.2.


 


“Legal Holiday”
has the meaning set forth in Section 10.7.


 


3

















 


“Market Exchange
Rate” has the meaning set forth in Section 10.15.


 


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


 


“Mortgage” has the meaning
set forth in Section 4.2(a).


 


“New York Banking
Day” has the meaning set forth in Section 10.16.


 


“Nonrecourse
Obligation” means indebtedness or other obligations substantially related
to (a) the acquisition of assets not previously owned by the Company or
any Restricted Subsidiary or (b) the financing of a project involving the
development or expansion of properties of the Company or those of any
Restricted Subsidiary, as to which the obligee with respect to such
indebtedness or obligation has no recourse to the Company or any Restricted Subsidiary
or any assets of the Company or those of any Restricted Subsidiary other than
the assets that were acquired with the proceeds of such transaction or the
project financed with the proceeds of such transaction (and the proceeds
thereof).


 


“Officer”
means the Chief Executive Officer, the President, any Vice-President, the
Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary of
the Company.


 


“Officers’
Certificate” means a certificate signed by two Officers, one of whom must
be the Company’s principal executive officer, principal financial officer or
principal accounting officer.


 


“Opinion
of Counsel” means a written opinion of legal counsel who is acceptable to
the Trustee.  The counsel may be an
employee of or counsel to the Company.


 


“Paying Agent”
has the meaning set forth in Section 2.4.


 


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


 


“principal”
of a Security means the principal of such Security plus, when applicable, the
premium, if any, on, and any Additional Amounts in respect of, such Security.


 


“Principal
Property” means the land, land improvements, buildings (to the extent they
constitute real property interests and including any leasehold interest
therein) and fixtures (including, for the avoidance of doubt, all machinery and
equipment) constituting the principal corporate office, any manufacturing plant
or any manufacturing facility (whether now owned or hereafter acquired) that:


 


(a)           is
owned by the Company or any of its Subsidiaries;


 


(b)           is
located within any of the present 50 states of the United States of America (or
the District of Columbia); and


 


(c)           has
not been determined in good faith by the Board of Directors not to be
materially important to the total business conducted by the Company and its
Subsidiaries taken as a whole.


 


4














 


“Registrar” has the meaning
set forth in Section 2.4.


 


“Required Currency”
has the meaning set forth in Section 10.16.


 


“Responsible
Officer” means, when used with respect to the Trustee, any
officer within the corporate trust department of the Trustee having direct
responsibility for the administration of this Indenture or any other officer to
whom any corporate trust matter is referred because of such Person’s knowledge
of and familiarity with the particular subject.


 


“Restricted
Subsidiary” means any of the Company’s direct or indirect
Subsidiaries that owns any Principal Property; provided,
however, that the term “Restricted Subsidiary” does not
include (a) any such Subsidiary that is principally engaged in leasing or
in financing receivables or that is principally engaged in financing outside
the United States of America the Company’s operations or those of its
Subsidiaries or (b) any such Subsidiary less than 80% of the Voting Stock
of which is owned, directly or indirectly, by the Company, by one or more of
the Company’s other Subsidiaries or by the Company and one or more of the
Company’s other Subsidiaries if the common stock of such Subsidiary is traded
on any national securities exchange or in the over-the-counter market.


 


“Sale/Leaseback
Transaction” has the meaning set forth in Section 4.3(a).


 


“Securities”
means the debentures, notes or other debt instruments of the Company of any Series authenticated
and delivered under this Indenture.


 


“Series”
or “Securities of a Series” means the debentures, notes or other debt
instruments of the Company of a particular series created pursuant to Sections
2.1 and 2.2.


 


“Service Agent”
has the meaning set forth in Section 2.4.


 


“Stated
Maturity” means when used with respect to any Security or any installment
of principal thereof or interest thereon, 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, with respect to any Person, any corporation, association,
partnership or other business entity of which more than 50% of the total voting
power of shares of Capital Stock or other interests (including partnership
interests) entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof is at the time owned
or controlled, directly or indirectly, by (a) such Person, (b) such
Person and one or more Subsidiaries of such Person or (c) one or more
Subsidiaries of such Person.


 


“Supplemental
Indenture” means any instrument that supplements this Indenture as
contemplated hereunder.


 


“TIA”
means the Trust Indenture Act of 1939 as in effect on the date of this
Indenture; provided, however, that in the event the
Trust Indenture Act of 1939 is amended after such date, “TIA” means, to
the extent required by any such amendment, the Trust Indenture Act as so
amended.


 


“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


 


5

















 


Indenture,
and thereafter “Trustee” shall mean 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 such Series.


 


“U.S.
Government Obligations” means securities that are (a) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (b) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
of America, the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America, and that in either case
of (a) or (b), are not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act) or trust company as
custodian with respect to any such U.S. Government Obligation or a specific
payment of interest on or principal of any such U.S. Government Obligation held
by such custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the U.S.
Government Obligation evidenced by such depository receipt.


 


“Voting Stock” of a
Person means all classes of any and all shares, interests, rights to purchase,
warrants, options, participation or other equivalents of or interests in
(however designated) equity of such Person, including any preferred stock and
limited liability or partnership interests (whether general or limited), but
excluding any debt securities convertible into such equity, to the extent then
outstanding and normally entitled to vote in the election of such Person’s
directors, managers or trustees, as applicable.


 


Section 1.2             Incorporation by Reference of
Trust Indenture Act.  Whenever this
Indenture refers to a provision of the TIA, such provision is incorporated by
reference in and made a part of this Indenture. 
The following terms that are defined in the TIA and used in this
Indenture have the following meanings: (a) “indenture securities” means
the Securities; (b) “indenture security holder” means a Holder; (c) “indenture
to be qualified” means this Indenture; (d) “indenture trustee” or “institutional
trustee” means the Trustee; and (e) “obligor” on the indenture securities
means the Company and any successor obligor upon the Securities.  All other terms used in this Indenture that
are defined in the TIA or a rule thereunder or by the TIA’s reference to
another statute that are not otherwise defined herein are used herein as so
defined.


 


Section 1.3             Rules of Construction.  Unless the context otherwise requires:


 


(a)           a
term has the meaning assigned to it herein;


 


(b)           an
accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;


 


(c)           any
item or list of items set forth following the word “including” or “include”
shall not be construed as indicating that the category in which such item or
items are so included are limited to such item or items similar to such items;


 


(d)           the
word “or” is not exclusive;


 


(e)           words
in the singular include the plural, and in the plural include the singular; and


 


6

















 


(f)            all
references in this Indenture to (i) any designated “Article” or “Section”
or any other subdivision are to the designated Article or Section or
other subdivision, as the case may be, of this Indenture and (ii) 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 or Section or
other subdivision.


 


ARTICLE II


THE SECURITIES


 


Section 2.1             Issuable in Series.  The aggregate principal amount of Securities
that may be authenticated and delivered under this Indenture is unlimited.  The Securities may be issued in one or more
Series.  All Securities of a Series shall
be identical except as may be set forth or determined in the manner provided in
a Board Resolution, an Officers’ Certificate or a Supplemental Indenture
detailing the adoption of the terms thereof pursuant to authority granted under
a Board Resolution.  In the case of
Securities of a Series to be issued from time to time, such Board Resolution,
Officers’ Certificate or Supplemental Indenture detailing the adoption of the
terms thereof pursuant to authority granted under a Board Resolution may
provide for the method by which specified terms (such as interest rate,
maturity date, record date or date from which interest shall accrue) are to be
determined.  Securities may differ
between Series in respect of any matters, provided that all Securities of
a particular Series shall be equally and ratably entitled to the benefits
of the Indenture.


 


Section 2.2             Establishment of Terms of
Securities of a Series.  At or prior
to the issuance of any Securities within a Series, the following shall be
established (as to such Series generally, in the case of Section 2.2(a),
and either as to the Securities within such Series or as to such Series generally,
in the case of Sections 2.2(b) through 2.2(w)) pursuant to a Board
Resolution, and set forth or determined in the manner provided in a Board
Resolution, an Officers’ Certificate or a Supplemental Indenture:


 


(a)           the
title of such Series (which shall distinguish the Securities of such
particular Series from the Securities of any other Series);


 


(b)           the
price or prices (expressed as a percentage of the principal amount thereof) at
which the Securities of such Series will be issued;


 


(c)           any
limit upon the aggregate principal amount of the Securities of such Series that
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of such Series pursuant to Section 2.7,
2.8, 2.11, 3.6 or 9.6);


 


(d)           the
date or dates on which the principal of the Securities of such Series is
payable;


 


(e)           the
rate or rates (which may be fixed or variable) per annum or, if applicable, the
method used to determine such rate or rates (including, but not limited to, any
commodity, commodity index, stock exchange index or financial index) at which
the Securities of such Series shall bear interest, if any, the date or
dates from which such interest, if any, shall accrue, the date or dates on
which such interest, if any, shall commence and be payable and any regular
record date for the interest payable on any interest payment date;


 


7

















 


(f)            the
place or places where the principal of and interest, if any, on the Securities
of such Series shall be payable, where the Securities of such 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 such Series and
this Indenture may be served, and the method of such payment, if by wire
transfer, mail or other means;


 


(g)           if
applicable, the period or periods within which, the price or prices at which
and the terms and conditions upon which the Securities of such Series may
be redeemed, in whole or in part, at the option of the Company;


 


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


 


(i)            the
date or dates, if any, on which and the price or prices at which the Securities
of such Series will be repurchased by the Company at the option of the
Holders thereof and other detailed terms and provisions of such repurchase
obligations;


 


(j)            if
other than denominations of $2,000 and any integral multiple thereof, the
denominations in which the Securities of such Series shall be issuable;


 


(k)           the
forms of the Securities of such Series in fully registered form (and, if
in fully registered form, whether the Securities will be issuable as Global
Securities);


 


(l)            if
other than the principal amount thereof, the portion of the principal amount of
the Securities of such Series that shall be payable upon declaration of
acceleration of the maturity thereof pursuant to Section 6.2;


 


(m)          the
currency of denomination of the Securities of such Series, which may be Dollars
or any Foreign Currency, and the agency or organization, if any, responsible
for overseeing such composite currency;


 


(n)           the
designation of the currency, currencies or currency units in which payment of
the principal of and interest, if any, on the Securities of such Series will
be made;


 


(o)           if
payments of principal of or interest, if any, on the Securities of such Series are
to be made in one or more currencies or currency units other than that or those
in which the Securities of such Series are denominated, the manner in
which the exchange rate with respect to such payments will be determined;


 


(p)           the manner in which the amounts of
payment of principal of or interest, if any, on the Securities of such Series will
be determined, if such amounts may be determined by reference to an index based
on a currency or currencies or by reference to a commodity, commodity index,
stock exchange index or financial index;


 


(q)           the provisions, if any, relating to
any security provided for the Securities of such Series;


 


8





















 


(r)            any addition to or change in the Events
of Default that apply to any Securities of such Series and any change in
the right of the Trustee or the requisite Holders of the Securities of such Series to
declare the principal amount thereof due and payable pursuant to Section 6.2;


 


(s)           any addition to or change in the
covenants set forth in Article IV or V that apply to Securities of such
Series;


 


(t)            the provisions, if any, relating to
conversion of any Securities of such Series, including, if applicable, the
conversion price, the conversion period, provisions as to whether conversion
will be mandatory, at the option of the Holders or at the option of the
Company, the events requiring an adjustment of the conversion price and
provisions affecting conversion if the Securities of such Series are redeemed;


 


(u)           whether the Securities of such Series will
be “senior debt securities” or “senior subordinated debt securities” or “junior
subordinated debt securities” and, if applicable, a description of the
subordination terms thereof;


 


(v)           any depositories, interest rate
calculation agents, exchange rate calculation agents or other agents with
respect to Securities of such Series if other than those appointed herein;
and


 


(w)          any other terms of the Securities of
such Series (which may modify or delete any provision of this Indenture
insofar as it applies to the Securities of such Series).


 


All
Securities of any one Series need not be issued at the same time and may
be issued from time to time, consistent with the terms of this Indenture, if so
provided in the Board Resolution,
Officers’ Certificate or Supplemental Indenture referred to above.  The authorized principal amount of any Series may
not be increased to provide for issuances of additional Securities of such
Series, unless otherwise provided in the Board Resolution, Officers’
Certificate or Supplemental Indenture.


 


Section 2.3             Execution and Authentication.  Two Officers shall sign the Securities for the Company
by manual or facsimile signature.


 


If
an Officer whose signature is on a Security no longer holds that office at the
time the Security is authenticated, the Security shall nevertheless be valid.


 


A
Security shall not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent.  The
signature shall be conclusive evidence that the Security has been authenticated
under this Indenture.


 


Upon
receipt by the Trustee of a Company Order, the Trustee shall at any time, and
from time to time, authenticate Securities for original issue in the principal
amount provided in the Board Resolution, Officers’ Certificate or Supplemental
Indenture.  Such Company Order may
authorize authentication and delivery pursuant to oral or electronic
instructions from the Company or its duly authorized agent or agents, which
oral instructions shall be promptly confirmed in writing.  Each Security shall be dated the date of its
authentication unless otherwise provided in the Board Resolution, an Officers’
Certificate or a Supplemental Indenture.


 


9





















 


The
aggregate principal amount of Securities of any Series outstanding at any
time may not exceed any limit upon the maximum principal amount for such Series established
pursuant to Section 2.2(c), except as provided in Section 2.8.


 


Prior
to the issuance of Securities of any Series, the Trustee shall have received
and, subject to Sections 7.1 and 7.2, shall be fully protected in
relying on: (i) the Board Resolution, Officers’ Certificate or
Supplemental Indenture establishing the form of the Securities of such Series,
or of Securities within such Series, and the terms of the Securities of such
Series, or of Securities within such Series; (ii) an Officers’ Certificate
complying with Section 10.4; and (iii) an Opinion of Counsel
complying with Section 10.4.


 


The
Trustee shall have the right to decline to authenticate and deliver any
Securities of such Series if (i) the Trustee, being advised by
counsel, determines that such action may not be taken lawfully or (ii) the
Trustee in good faith by its board of directors or trustees, executive
committee or a trust committee of directors or vice-presidents shall determine
that such action would expose the Trustee to personal liability to Holders of
any then outstanding Securities of such Series.


 


The
Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Securities.  An
authenticating agent may authenticate Securities whenever the Trustee may do
so.  Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights
as an Agent to deal with the Company or an Affiliate of the Company.


 


Section 2.4             Registrar and Paying Agent.  The Company shall maintain, with respect to
the Securities of each Series, at the place or places established with respect
to Securities of such Series pursuant to Section 2.2(f), an
office or agency where Securities of such Series may be presented or
surrendered for payment (“Paying Agent”), where Securities of such Series may
be surrendered for registration of transfer or exchange (“Registrar”)
and where notices and demands to or upon the Company in respect of the
Securities of such Series and this Indenture may be served (“Service
Agent”). The Registrar shall keep a register with respect to the Securities
of each Series and to their transfer and exchange.  The Company will give prompt written notice
to the Trustee of the name and address, and any change in the name or address,
of each Registrar, Paying Agent or Service Agent.  If at any time the Company shall fail to
maintain any such required Registrar, Paying Agent or Service Agent or shall
fail to furnish the Trustee with the name and 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 co-registrars,
additional paying agents or additional service agents 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 obligations to maintain a Registrar, Paying Agent and Service Agent in
each place so specified pursuant to Section 2.2(f) 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
name or address of any such co-registrar, additional paying agent or additional
service agent.  The term “Registrar”
includes any co-registrar; the term “Paying Agent” includes any
additional paying agent; and the term “Service Agent” includes any
additional service agent.


 


10

















 


The
Company hereby appoints the Trustee the initial Registrar, Paying Agent and
Service Agent for each Series unless another Registrar, Paying Agent or
Service Agent, as the case may be, is appointed prior to the time Securities of
such Series are first issued.


 


Section 2.5             Paying Agent to Hold Money in
Trust.  The Company shall require
each Paying Agent, if other than the Trustee, to agree in writing that the
Paying Agent will hold in trust, for the benefit of Holders of the Securities
of any Series, or the Trustee, all money held by the Paying Agent for the
payment of principal of or interest on the Securities of such Series, and will
notify the Trustee of any default by the Company in making any such payment.  While any such default continues, the Trustee
may require a Paying Agent to pay all money held by it to the Trustee.  The Company at any time may require a Paying
Agent to pay all money held by it to the Trustee.  Upon payment over to the Trustee, the Paying
Agent (if other than the Company or a Subsidiary of the Company) shall have no
further liability for the money.  If the
Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate
and hold in a separate trust account for the benefit of Holders of the
Securities of any Series all money held by it as Paying Agent.


 


Section 2.6             Holder Lists.  The Trustee shall preserve, in as current a
form as is reasonably practicable, the most recent list available to it of the
names and addresses of Holders of the Securities of each Series and shall
otherwise comply with Section 312(a) of the TIA.  If the Trustee is not the Registrar, the
Company shall furnish to the Trustee at least ten days before each interest
payment date and at such other times as the Trustee may request in writing a
list, in such form and as of such date as the Trustee may reasonably require,
of the names and addresses of Holders of the Securities of each Series.


 


Section 2.7             Transfer and Exchange.  Where Securities of a Series are
presented to the Registrar or a co-registrar with a request to register a
transfer or to exchange them for an equal principal amount of Securities of the
same Series, the Registrar shall register the transfer or make the exchange if
the requirements for such transactions are met. 
Upon any transfer or exchange, the Registrar and the Trustee may require
a Holder to furnish appropriate endorsements and transfer documents.  To permit registrations of transfers and
exchanges, the Trustee shall authenticate Securities at the Registrar’s
request.  No service charge shall be made
for any registration of transfer or exchange (except as otherwise expressly
permitted herein), but the Company or the Trustee may require payment of a sum
sufficient to cover any transfer tax or similar governmental charge payable in
connection therewith (other than any such transfer tax or similar governmental
charge payable upon exchanges pursuant to Section 2.11, Section 3.6
or Section 9.6).


 


Neither
the Company nor the Registrar shall be required (a) to issue, register the
transfer of, or exchange Securities of any Series for the period beginning
at the opening of business fifteen days immediately preceding the mailing of a
notice of redemption of Securities of such Series selected for redemption
and ending at the close of business on the day of such mailing, or (b) to
register the transfer of or exchange Securities of any Series selected,
called or being called for redemption as a whole or the portion being redeemed
of any such Securities selected, called or being called for redemption in part.


 


Section 2.8             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 make available for delivery in exchange therefor
a new Security of the same Series and of like tenor and principal amount
and bearing a number not contemporaneously outstanding.


 


11

















 


If
there shall be delivered to the Company and the Trustee (a) evidence to
their satisfaction of the destruction, loss or theft of any Security and (b) such
security or indemnity as may be required by each of them to hold 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 (within the meaning of the Uniform Commercial Code as in effect
in the jurisdiction in which the Company is organized), the Company shall execute and upon its request the Trustee shall
authenticate and make available for delivery, 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.


 


Upon
the issuance of any new Security under this Section 2.8, 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 2.8
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 such Series duly issued hereunder.


 


The
provisions of this Section 2.8 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.


 


Section 2.9             Outstanding Securities.  The Securities outstanding at any time are
all the Securities authenticated by the Trustee except for those canceled by it
pursuant to Section 2.12, those delivered to it for cancellation,
those reductions in the interest on a Global Security effected by the Trustee
in accordance with the provisions hereof and those described in this Section 2.9
as not outstanding.


 


If
a Security is replaced pursuant to this Section 2.9, it ceases to
be outstanding until the Trustee receives proof satisfactory to it that the
replaced Security is held by a protected purchaser.


 


If
the Paying Agent (other than the Company, a Subsidiary of the Company or an
Affiliate of the Company) holds on the Maturity of Securities of a Series money
sufficient to pay such Securities payable on that date, then on and after that
date, the Securities of such Series cease to be outstanding and interest
on them ceases to accrue.


 


A
Security does not cease to be outstanding because the Company or an Affiliate
of the Company holds the Security.


 


In
determining whether the Holders of the requisite principal amount of
outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, the principal amount of a
Discount Security that shall be deemed to be outstanding for


 


12

















 


such
purposes shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon a declaration of acceleration
of the Maturity thereof pursuant to Section 6.2.


 


Section 2.10           Treasury Securities.  In determining whether the Holders of the
required principal amount of Securities of a Series have concurred in any
request, demand, authorization, direction, notice, consent or waiver,
Securities of a Series owned by the Company shall be disregarded, except
that for the purposes of determining whether the Trustee shall be protected in
relying on any such request, demand, authorization, direction, notice, consent
or waiver, only Securities of a Series that a Responsible Officer of the
Trustee knows are so owned shall be so disregarded.


 


Section 2.11           Temporary Securities.  Until definitive Securities are ready for
delivery, the Company may prepare and the Trustee upon request shall
authenticate temporary Securities upon a Company Order.  Temporary Securities shall be substantially
in the form of definitive Securities but may have variations that the Company
considers appropriate for temporary Securities. 
Without unreasonable delay, the Company shall prepare and the Trustee
upon request shall authenticate definitive Securities of the same Series and
date of maturity in exchange for temporary Securities.  Until so exchanged, temporary securities
shall have the same rights under this Indenture as the definitive Securities.


 


Section 2.12           Cancellation.  The Company at any time may deliver
Securities to the Trustee for cancellation. 
The Registrar and the Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or
payment.  The Trustee shall cancel all
Securities surrendered for registration of transfer, exchange, payment,
replacement or cancellation in accordance with its customary procedures and, if
requested in writing by the Company, deliver such canceled Securities to the
Company or as it otherwise directs; provided, however,
that the Trustee shall not be required to destroy Securities.  The Company may not issue new Securities to
replace Securities that it has paid or delivered to the Trustee for
cancellation.


 


Section 2.13           Defaulted Interest.  If the Company defaults in a payment of
interest on the Securities of any Series, it shall pay the defaulted interest,
plus, to the extent permitted by law, any interest payable on the defaulted
interest, to the Persons who are Holders of the Securities of such Series on
a subsequent special record date.  The
Company shall fix the record date and payment date.  At least ten days before the record date, the
Company shall mail to the Trustee and to each Holder of such Series a
notice that states the record date, the payment date and the amount of interest
to be paid.  The Company may pay
defaulted interest in any other lawful manner.


 


Section 2.14           Global Securities.


 


(a)           Terms of Securities.  A Board Resolution, an Officers’ Certificate
or a Supplemental Indenture shall establish whether the Securities of a Series shall
be issued in whole or in part in the form of one or more Global Securities and
the Depositary for such Global Security or Securities.


 


(b)           Transfer and Exchange.  Notwithstanding any provisions to the
contrary contained in Section 2.7, any Global Security shall be
exchangeable pursuant to Section 2.7 for Securities registered in
the names of Holders other than the Depositary therefor or its nominee only if (i) such
Depositary notifies the Company that it is unwilling or unable to


 


13





















 


continue as Depositary for
such Global Security or if at any time such Depositary ceases to be a clearing
agency registered under the Exchange Act, and, in either case, the Company
fails to appoint a successor Depositary registered as a clearing agency under
the Exchange Act within 90 days of such event, (ii) the Company executes
and delivers to the Trustee an Officers’ Certificate to the effect that such
Global Security shall be so exchangeable or (iii) an Event of Default with
respect to the Securities represented by such Global Security shall have
happened and be continuing. Any Global Security that is exchangeable pursuant
to the preceding sentence shall be exchangeable for Securities registered in
such names as the Depositary shall direct in writing in an aggregate principal
amount equal to the principal amount of the Global Security with like tenor and
terms.  Except as provided in this Section 2.14(b),
a Global Security may not be transferred except as a whole by the Depositary
with respect to such Global Security to a nominee of such Depositary, by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by the Depositary or any such nominee to a successor Depositary
or a nominee of such a successor Depositary.


 


(c)           Legend.  Any Global Security issued hereunder shall
bear a legend in substantially the following form:


 


“This Security
is a Global Security within the meaning of the Indenture hereinafter referred
to and is registered in the name of the Depositary or a nominee of the
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, by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such a successor Depositary.”


 


(d)           Acts of Holders.  The Depositary, as a Holder, may appoint
agents and otherwise authorize participants to give or take any request,
demand, authorization, direction, notice, consent, waiver or other action that
a Holder is entitled to give or take under the Indenture.


 


(e)           Payments.  Notwithstanding the other provisions of this
Indenture, unless otherwise specified as contemplated by Section 2.2,
payment of the principal of and interest, if any, on any Global Security shall
be made to the Holder thereof.


 


(f)            Consents, Declaration and
Directions.  Except as provided in Section 2.14(e),
the Company, the Trustee and any Agent shall treat a Person as the Holder of
such principal amount of outstanding Securities of such Series represented
by a Global Security as shall be specified in a written statement of the
Depositary with respect to such Global Security, for purposes of obtaining any
consents, declarations, waivers or directions required to be given by the
Holders pursuant to this Indenture.


 


Section 2.15           CUSIP Numbers.  The Company in issuing the Securities 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, however, 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 elements


 


14

















 


of identification printed on the Securities, and any such redemption
shall not be affected by any defect in or omission of such numbers. The Company
shall promptly notify the Trustee in writing of any change in “CUSIP” numbers
of which the Company becomes aware.


 


ARTICLE III


REDEMPTION


 


Section 3.1             Notice to Trustee.  The Company may, with respect to the
Securities of any Series, reserve the right to redeem and pay the Securities of
such Series or may covenant to redeem and pay the Securities of such Series or
any part thereof prior to the Stated Maturity thereof at such time and on such
terms as provided for in the Securities of such Series.  If the Securities of any Series are
redeemable and the Company wants or is obligated to redeem prior to the Stated
Maturity thereof all or part of the Securities of such Series pursuant to
the terms of the Securities of such Series, it shall notify the Trustee of the
date of such redemption and the principal amount of the Securities of such Series to
be redeemed.  The Company shall give the
notice at least 45 days before the date of such redemption (or such shorter
notice as may be acceptable to the Trustee).


 


Section 3.2             Selection of Securities to be
Redeemed.  Unless otherwise indicated
for the Securities of a particular Series by a Board Resolution, an
Officers’ Certificate or a Supplemental Indenture, if less than all the
Securities of a Series are to be redeemed, the Trustee shall, not less
than 30 nor more than 60 days prior to the date of redemption, select the
Securities of such Series to be redeemed in any manner that the Trustee
deems fair and appropriate.  The Trustee
shall make the selection from Securities of such Series outstanding not
previously called for redemption.  The
Trustee may select for redemption portions of the principal of Securities of
such Series that have denominations larger than $2,000.  Securities of such Series and portions
of them it selects shall be in amounts of $1,000 or whole multiples of $1,000
or, if the Securities of such Series are issuable in other denominations
pursuant to Section 2.2(j), the minimum principal denomination for
the Securities of such Series and integral multiples thereof.  Provisions of this Indenture that apply to
Securities of a Series called for redemption also apply to portions of
Securities of such Series called for redemption.


 


Section 3.3             Notice of Redemption.  Unless otherwise indicated for a particular Series by
Board Resolution, an Officers’ Certificate or a Supplemental Indenture, at
least 30 days but not more than 60 days before any date of redemption of the
Securities of any Series, the Company shall mail a notice of redemption by
first-class mail to each Holder whose Securities are to be redeemed.


 


The
notice shall identify the Securities of such Series to be redeemed and
shall state:


 


(a)           the date of such redemption;


 


(b)           the redemption price;


 


(c)           if less than all outstanding
Securities of such Series are to be redeemed, the identification of the
particular Securities (or portion thereof) of such Series to be redeemed,
as well as the aggregate principal amount of Securities of such Series to
be redeemed;


 


(d)           the name and address of the Paying
Agent;


 


15


















 


(e)           that Securities of such Series called for redemption
must be surrendered to the Paying Agent to collect the redemption price;


 


(f)            that interest on Securities of such Series called
for redemption ceases to accrue on and after the date of such redemption;


 


(g)           the CUSIP number, if any; and


 


(h)           any other information as may be required by the terms of
the particular Series or the Securities of a Series being redeemed.


 


Subject to Section 3.1,
at the Company’s written request, the Trustee shall give the notice of
redemption in the Company’s name and at its expense.


 


Section 3.4             Effect of Notice of Redemption.  Once notice of redemption is mailed or
published as provided in Section 3.3, Securities of a Series called
for redemption become due and payable on the date of such redemption and at the
redemption price.  A notice of redemption
may not be conditional.  Upon surrender
to the Paying Agent, such Securities shall be paid at the redemption price plus
accrued interest to the date of such redemption; provided,
however, that installments of interest whose Stated Maturity is on
or prior to the date of such redemption shall be payable to the Holders of such
Securities (or one or more predecessor Securities) registered at the close of
business on the relevant record date therefor according to their terms and the
terms of this Indenture.


 


Section 3.5             Deposit of Redemption Price.  On or before 10:00 a.m., New York City
time, on the date of such redemption, the Company shall deposit with the Paying
Agent money sufficient to pay the redemption price of and accrued interest, if
any, on all Securities to be redeemed on that date.


 


Section 3.6             Securities Redeemed in Part.  Upon surrender of a Security that is redeemed
in part, the Trustee shall authenticate for the Holder a new Security of the
same Series and the same maturity equal in principal amount to the
unredeemed portion of the Security surrendered.


 


ARTICLE IV


COVENANTS


 


 


Section 4.1             Payment of Principal and
Interest.  The Company covenants and
agrees for the benefit of the Holders of the Securities of each Series that
it will duly and punctually pay the principal of and interest, if any, on the
Securities of such Series in accordance with the terms of the Securities
of such Series and this Indenture.


 


Section 4.2             Limitation on Liens.


 


(a)           So long as any of the Securities of any Series are
outstanding, the Company will not itself, and will not permit any Restricted
Subsidiary to, directly or indirectly, issue, incur, create, assume or
guarantee any Indebtedness secured by a mortgage, security interest, pledge,
lien, charge or other encumbrance upon any Principal Property or upon any
shares of Capital Stock or Indebtedness of any Restricted Subsidiary (a “Mortgage”),
whether such Principal Property, shares or Indebtedness are now existing or
owned or hereafter created or acquired, unless 


 


16





















 


prior to or at the same time the Securities
of such Series are equally and ratably secured with or, at the option of
the Company, prior to such secured Indebtedness; provided,
however, that this Section 4.2
shall not apply to:


 


(i)            Mortgages on
property, shares of Capital Stock or Indebtedness or other assets of any
corporation existing at the time such corporation becomes a Restricted
Subsidiary, provided that such Mortgage was not incurred in anticipation of
such corporation becoming a Restricted Subsidiary;


 


(ii)           Mortgages on
property, shares of Capital Stock or Indebtedness existing at the time of
acquisition by the Company or any Restricted Subsidiary (which may include
property previously leased by the Company and leasehold interests on the
property, provided that the lease terminates prior to or upon the
acquisition),  provided that such
Mortgage was not incurred in anticipation of such acquisition;


 


(iii)          Mortgages on
property, shares of Capital Stock or Indebtedness to secure any Indebtedness
incurred prior to, at the time of, or within 270 days after, the latest of the
acquisition of such property, shares of stock or indebtedness, or in the case
of real property, the completion of construction, the completion of
improvements or the beginning of substantial commercial operation of such real property
for the purpose of financing all or any part of the purchase price of such real
property, the construction thereof or the making of improvements thereto;


 


(iv)          Mortgages in favor
of the Company or another Restricted Subsidiary;


 


(v)           Mortgages existing
on the date of issuance of the Securities of such Series;


 


(vi)          Mortgages on property
or other assets of a corporation existing at the time a corporation is merged
into or consolidated with either the Company or any Restricted Subsidiary or at
the time of a sale, lease or other disposition of the properties of a
corporation as an entirety or substantially as an entirety to either the
Company or any Restricted Subsidiary, provided that this Mortgage was not
incurred in anticipation of the merger or consolidation or sale, lease or other
disposition;


 


(vii)         Mortgages in favor
of the United States of America or any state, territory or possession thereof
(or the District of Columbia) to secure partial, progress, advance or other
payments pursuant to any contract or statute or to secure any Indebtedness
incurred for the purpose of financing all or any part of the purchase price or
cost of constructing or improving the property subject to such Mortgages;


 


(viii)        Mortgages created in
connection with a project financed with, and created to secure, a Nonrecourse
Obligation;


 


(ix)           Mortgages securing
all of the Securities of such Series;


 


(x)            Mortgages on
accounts receivable securing the Company’s indebtedness; or


 


17

















 


(xi)           extensions,
renewals or replacements of any Mortgage referred to in clauses (i) through
(x) above without increase of the principal of the Indebtedness secured by the Mortgage;


 


provided, however, that any Mortgages permitted by any of clauses (i) through
(xi) above shall not extend to or cover any property of the Company or that of
any Restricted Subsidiary, as the case may be, other than the property
specified in these clauses and improvements to this property.


 


(b)           Notwithstanding Section 4.2(a), the Company
and any Restricted Subsidiary, or any of them, may issue, incur, create, assume
or guarantee Indebtedness secured by a Mortgage without equally and ratably
securing the Securities of any Series then outstanding; provided,  that at the
time of such issuance, incurrence, creation, assumption or guarantee, after
giving effect thereto and to the retirement of any Indebtedness that is
concurrently being retired, the aggregate amount of all outstanding
Indebtedness secured by Mortgages (excluding Mortgages permitted under clauses (i) through
(xi) of Section 4.2(a)) does not at such time exceed 15% of
Consolidated Net Tangible Assets.


 


(c)           Notwithstanding the foregoing, any Mortgage securing the
Securities granted pursuant to this covenant shall be automatically and
unconditionally released and discharged upon the release by all holders of the
Indebtedness secured by the Mortgage giving rise to the Mortgage securing the
Securities (including any deemed release upon payment in full of all
obligations under such Indebtedness).


 


Section 4.3             Limitation on Sale/Leaseback
Transactions.


 


(a)           So long as any of the Securities are outstanding, the
Company will not itself, and it will not permit any Restricted Subsidiary to,
enter into any arrangement relating to property now owned or hereafter acquired
whereby either the Company transfers, or any Restricted Subsidiary transfers,
such property to a Person and either the Company or any Restricted Subsidiary
leases it back from such Person (a “Sale/Leaseback Transaction”) with
respect to any Principal Property, whether now owned or hereafter acquired by the
Company or any Restricted Subsidiary, unless:


 


(i)            the Company or such
Restricted Subsidiary would, at the time of entering into such arrangement, be
able to incur Indebtedness secured by a Mortgage on the Principal Property
involved in the transaction at least equal in amount to the Attributable Debt
with respect to such Sale/Leaseback Transaction, without equally and ratably
securing the Securities of such Series pursuant to Section 4.2;
or


 


(ii)           the net proceeds of
the sale of the Principal Property to be leased are at least equal to such
Principal Property’s fair market value, as determined by the Board of
Directors, and the proceeds are applied within 180 days of the effective date
of the Sale/Leaseback Transaction to the purchase, construction, development or
acquisition of assets that are Principal Property or to the repayment of senior
Indebtedness of the Company or any Restricted Subsidiary.


 


(b)           The restrictions set forth in Section 4.3(a) will
not apply to a Sale/Leaseback Transaction: (i) entered into prior to the
date of issuance of the Securities of such Series; (ii)


 


18





















 


between the Company and a Restricted
Subsidiary or between Restricted Subsidiaries; (iii) under which the rent
payable pursuant to such lease is to be reimbursed under a contract with the
U.S. Government or any instrumentality or agency thereof; (iv) involving
leases for a period of no longer than three years; or (v) in which the
lease for the property or asset is entered into within 270 days after the date
of acquisition, completion of construction or commencement of full operations
of such property or asset, whichever is latest.


 


(c)           Notwithstanding the restrictions contained in this Section 4.3,
the Company and its Restricted Subsidiaries, or any of them, may enter into a
Sale/Leaseback Transaction; provided that
at the time of such transaction, after giving effect thereto, the aggregate
amount of all Attributable Debt with respect to Sale/Leaseback Transactions
existing at such time that could not have been entered into except for the
provisions of this Section 4.3(c), together with the aggregate
amount of all outstanding Indebtedness secured by Mortgages pursuant to Section 4.2(a),
does not at such time exceed 15% of Consolidated Net Tangible Assets.


 


(d)           A Sale/Leaseback Transaction shall not be deemed to result
in the creation of a Mortgage.


 


Section 4.4             Commission Reports.  The Company shall, so long as any of the
Securities are outstanding:


 


(a)           file with the
Trustee (electronically or in hard copy), within 15 days after the Company
files the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and
regulations prescribe) that the Company may be required to file with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act; or,
if the Company is not required to file information, documents or reports
pursuant to either of such Sections, then the Company shall file with the
Trustee and the Commission, in accordance with the rules and regulations
prescribed from time to time by the Commission, such of the supplementary and
periodic information, documents and reports that may be required pursuant to Section 13
of the Exchange Act in respect of a security listed and registered on a
national securities exchange as may be prescribed from time to time in such rules and
regulations; notwithstanding anything to the contrary herein, the Trustee shall
have no duty to review such documents for the purposes of determining
compliance with any provision of this Indenture;


 


(b)           file with the
Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such additional information,
documents and reports with respect to compliance by the Company with the
conditions and covenants of this Indenture as may be required from time to time
by such rules and regulations; and


 


(c)           transmit by mail
to all Holders, as their names and addresses appear in the register kept
by the Registrar, within 30 days after
the filing thereof with the Trustee, such summaries of any information,
documents and reports required to be filed by the Company pursuant to Section 4.4(a) or
4.4(b) as may be required by the rules and regulations
prescribed from time to time by the Commission; provided,
however, that the Company will be deemed to have furnished such
information, documents and reports to Holders if it has 


 


19





















 


filed such
information, documents and reports with the Commission using the EDGAR filing
system and such information, documents and reports are publicly available via
EDGAR.


 


The filing of such
information, documents and reports with the Trustee is for informational
purposes only and the Trustee’s receipt of such information, documents and reports 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).


 


Section 4.5             Compliance Certificate.  The Company shall, so long as any of the Securities
are outstanding, deliver to the Trustee, within 120 days after the end of each
fiscal year of the Company, an Officers’ Certificate stating whether or not to
the knowledge of the signers thereof the Company is in default in the
performance and observance of any of the terms, provisions and conditions
hereof (without regard to any period of grace or requirement of notice provided
hereunder), and if a Default or Event of Default shall have occurred,
specifying all such Defaults or Events of Default and the nature and status
thereof of which they may have knowledge.


 


The Company shall, so
long as any of the Securities are outstanding, deliver to the Trustee, within
30 days after becoming aware of any Default or Event of Default, an Officers’
Certificate specifying such Default or Event of Default and what action the
Company is taking or proposes to take with respect thereto.


 


Section 4.6             Corporate Existence.  Except as otherwise permitted by Article V,
the Company shall do or cause to be done all things necessary to preserve and
keep in full force and effect its corporate existence.


 


ARTICLE V


SUCCESSORS


 


Section 5.1             When Company May Merge,
Etc.  The Company shall not
consolidate with, or sell, lease, convey or otherwise transfer all or
substantially all of the Company’s assets to, or merge with or into, any other
Person or entity, unless:


 


(a)           the Company shall be the continuing person, or if the
Company shall consolidate with, or sell, lease, convey or otherwise transfer
all or substantially all of the Company’s assets to, or merge with or into,
another Person, the Person to be formed from such consolidation or merger, or
the Person that received the transfer of the assets, is organized and validly
existing as a corporation under the laws of any state of the United States of
America, or the District of Columbia, and shall expressly assume, by a
Supplemental Indenture, 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 or
observance of every covenant of this Indenture on the part of the Company to be
performed or observed;


 


(b)           immediately after giving effect to such transaction, no
Event of Default with respect to the Securities of any Series, and no event
that, after notice or lapse of time or both, would become an Event of Default
with respect to the Securities of such Series, shall have happened and be
continuing; and


 


20





















 


(c)           the Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance or transfer and, if a Supplemental Indenture is required in
connection with such transaction, such Supplemental Indenture, comply with this
Article V and that all conditions precedent herein provided for relating
to such transaction have been complied with.


 


Section 5.2             Successor Person Substituted.  Upon any consolidation of the Company with,
or merger by the Company into, any other Person or sale, conveyance, transfer
or lease of the properties and assets of the Company substantially as an
entirety in accordance with Section 5.1, 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 of all or
substantially all of the Company’s assets, the predecessor Person shall not be
relieved from its obligation to pay the principal of and interest on the
Securities.


 


ARTICLE VI

DEFAULTS AND REMEDIES


 


Section 6.1             Events of Default.  The term “Event of Default,” wherever
used herein with respect to the Securities of any Series, means any one of the
following events, unless in the Board Resolution, Officers’ Certificate or Supplemental
Indenture establishing the Securities of such Series, it is provided that the
Securities of such Series shall not have the benefit of such Event of
Default:


 


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


 


(b)           default in the payment of principal of or premium, if any,
on any Security of such Series at its Maturity, including at the Stated
Maturity, upon redemption or required repurchase or by declaration of
acceleration thereof or otherwise; or


 


(c)           default in the performance or breach of any covenant or
warranty of the Company in this Indenture (other than a covenant or warranty
for which the consequences of nonperformance or breach are addressed elsewhere
in this Section 6.1 and other than a covenant or warranty that has
been included in this Indenture solely for the benefit of the Securities of a Series other
than such Series), which default continues uncured 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 such 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


 


(d)           (i) a failure to make any payment at Maturity,
including any applicable grace period, on any of the Company’s Indebtedness in
an amount in excess of $50,000,000 or (ii) a default on any of the
Company’s Indebtedness, which default results in the acceleration of
Indebtedness in an amount in excess of $50,000,000; or


 


(e)           the Company, pursuant to or within the meaning of any
Bankruptcy Law, (i) commences a voluntary case, (ii) consents to the
entry of an order for relief against it in an 


 


21





















 


involuntary case, (iii) consents to the
appointment of a Custodian of it or for all or substantially all of its
property, (iv) makes a general assignment for the benefit of its creditors
or (v) generally is unable to pay its debts as the same become due or the
taking of corporate action by the Company in furtherance of such action; or


 


(f)            a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that (i) is for relief against the Company
in an involuntary case, (ii) appoints a Custodian of the Company or for
all or substantially all of its property or (iii) orders the liquidation
of the Company, and such order or decree remains unstayed and in effect for 90
days; or


 


(g)           any other Event of Default provided with respect to
Securities of such Series, which is specified in a Board Resolution, an
Officers’ Certificate or a Supplemental Indenture, in accordance with Section 2.2(r).


 


The foregoing will constitute Events of Default
whatever the reason for any such Event of Default and whether it is voluntary
or involuntary or is 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.


 


The term “Bankruptcy
Law” means Title 11 of the U.S. Code or any similar federal or state law
for the relief of debtors.  The term “Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.


 


Section 6.2             Acceleration of Maturity;
Rescission and Annulment.  If an
Event of Default with respect to Securities of any Series outstanding at
the time such Even of Default occurs and is continuing (other than an Event of
Default referred to in Section 6.1(e) or 6.1(f)), then
in every such case the Trustee or the Holders of not less than 25% in aggregate
principal amount of the outstanding Securities of such Series may declare
the entire principal amount (or, if any Securities of such Series are
Discount Securities, such portion of the principal amount as may be specified
in the terms of the Securities of such Series) of and accrued but unpaid
interest, if any, on all of the Securities of such 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
specified amount) and accrued but unpaid interest, if any, shall become
immediately due and payable. If an Event of Default specified in Section 6.1(e) or
6.1(f) shall occur, the principal amount (or specified amount) of
and accrued but unpaid interest, if any, on all outstanding Securities shall
ipso facto become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Holder.


 


At any time after such a declaration of acceleration
with respect to the 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 provided in this Article VI, the Holders of a
majority in principal amount of the outstanding Securities of such Series, by
written notice to the Company and the Trustee, may rescind and annul such
declaration with respect to the Securities of such Series and its
consequences if:


 


(a)           the Company has paid or deposited with the Trustee a sum
sufficient to pay in the currency or currency unit in which the Securities of such
Series are payable:


 


22





















 


(i)            all overdue
interest on all the Securities of such Series;


 


(ii)           the principal of
any Securities of such Series that have become due otherwise than by such
declaration of acceleration and interest thereon from the date such principal
became due at a rate per annum equal to the rate borne by the Securities of
such Series, to the extent that the payment of such interest shall be legally
enforceable;


 


(iii)          to the extent that
payment of such interest is lawful, interest upon overdue interest at a rate
per annum equal to the rate borne by the Securities of such Series; and


 


(iv)          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 the Trustee under Section 7.7; and


 


(b)           all Events of Default with respect to the Securities of
such Series, other than the nonpayment of the principal of the Securities of
such Series that has become due solely by such acceleration, have been
cured or waived as provided in Section 6.13.  No such rescission shall affect any
subsequent Default or impair any right consequent thereon.


 


Section 6.3             Collection of Indebtedness and
Suits for Enforcement by Trustee. 
The Company covenants that if:


 


(a)           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


 


(b)           default is made in the payment of principal of or premium,
if any, on any Security of such Series at Maturity thereof, upon optional
redemption or required repurchase, upon declaration of acceleration or
otherwise,


 


then
the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities, the whole amount then due and
payable on such Securities for principal and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and any overdue interest 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.


 


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 deemed 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.


 


If an Event of
Default with respect to any 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 


 


23

















 


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 6.4             Trustee May File Proofs of
Claim.  In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other 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 (irrespective
of whether the principal of the Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether
the Trustee shall have made any demand on the Company for the payment of
overdue principal or interest) shall be entitled and empowered, by intervention
in such proceeding or otherwise:


 


(a)           to file and prove a claim for the whole amount of
principal 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 of the Holders allowed in such judicial proceeding; and


 


(b)           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 7.7.


 


Nothing herein
contained 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.


 


Section 6.5             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, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.


 


Section 6.6             Application of Money Collected.  Any money collected by the Trustee pursuant
to this Article VI 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 interest, upon presentation of the Securities and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:


 


24

















 


(a)           First: To the payment of all amounts due the Trustee under
Section 7.7; and


 


(b)           Second: To the payment of the amounts then due and unpaid
for principal of 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 interest, respectively; and


 


(c)           Third: To the Company.


 


Section 6.7             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:


 


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


 


(b)           the Holders of at least 25% in principal amount of the
outstanding Securities of such 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;


 


(c)           such Holder or Holders have offered to the Trustee
security or indemnity against the costs, expenses and liabilities that may be
incurred by it in compliance with such request;


 


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


 


(e)           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 such Series;


 


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


 


Section 6.8             Unconditional Right of Holders
to Receive Principal 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 interest, if any, on such Security on the
Stated Maturity or Stated Maturities expressed in such Security (or, in the
case of redemption, on the date of such redemption) 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 6.9             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 


 


25

















 


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 6.10           Rights and Remedies Cumulative.  Except as otherwise provided with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities
in Section 2.8, 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, to the extent
permitted by law, prevent the concurrent assertion or employment of any other appropriate
right or remedy.


 


Section 6.11           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 VI
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 6.12           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:


 


(a)           such direction shall not be in conflict with any rule of
law or with this Indenture or expose the Trustee in personal liability;


 


(b)           the Trustee may take any other action deemed proper by the
Trustee that is not inconsistent with such direction; and


 


(c)           subject to the provisions of Section 6.1, the
Trustee shall have the right to decline to follow such direction if a
Responsible Officer or Responsible Officers of the Trustee shall, in good
faith, determine that the proceeding so directed would be unjustly prejudicial
to the Holders not joining in any such direction or would expose the Trustee to
personal liability.


 


Section 6.13           Waiver of Past Defaults.  Subject to Section 6.2, 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 (i) in the payment
of the principal of or interest on any Security of such Series (provided, however, that the Holders of a majority in
principal amount of the outstanding Securities of any Series may rescind
and annul a declaration of acceleration and its consequences, including any
default in such payment that has become due solely by such declaration of
acceleration) or (ii) in respect of a covenant or provision hereof that
cannot be modified or amended without the consent of the Holder of each
outstanding Security of such Series affected. Upon any such waiver, such
Default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.


 


26














 


Section 6.14           Undertaking for Costs.  All parties to this Indenture agree, and each
Holder of any Security by such Holder’s 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, 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 6.14
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 interest on any Security on
or after the Stated Maturity or Stated Maturities expressed in such Security
(or, in the case of redemption, on the date of such redemption).


 


ARTICLE VII


TRUSTEE


 


Section 7.1             Duties of Trustee.


 


(a)           If an Event of Default has occurred and is continuing, the
Trustee shall exercise the rights and powers vested in it by this Indenture and
use the same degree of care and skill in their exercise as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.


 


(b)           Except during the continuance of an Event of Default, the
Trustee need perform only those duties that are specifically set forth in this
Indenture and no others.


 


(c)           In the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon Officers’ Certificates or Opinions of Counsel
furnished to the Trustee and conforming to the requirements of this Indenture; provided, however, in the case of any such Officers’
Certificates or Opinions of Counsel that by any provisions hereof are
specifically required to be furnished to the Trustee, the Trustee shall examine
such Officers’ Certificates and Opinions of Counsel to determine whether or not
they conform to the requirements of this Indenture.


 


(d)           The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:


 


(i)            this
paragraph does not limit the effect of Section 7.1(b);


 


(ii)           the
Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved that the Trustee was negligent in
ascertaining the pertinent facts; and


 


(iii)          the
Trustee shall not be liable with respect to any action taken, suffered or
omitted to be taken by it with respect to Securities of any Series in good
faith in accordance with the direction of the Holders of a majority in
principal amount of the outstanding Securities of such Series relating to
the time, method and place of 


 


27





















 


conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Indenture with respect to the Securities of such Series.


 


(e)           The permissive rights of the Trustee in this Indenture
shall not be construed as duties.


 


(f)            No provision of this Indenture shall be deemed to impose
any duty or obligation on the Trustee to take or omit to take any action or
suffer any action to be taken or omitted, in the performance of its duties or
obligations under this Indenture, or to exercise any right or power hereunder,
to the extent that taking or omitting to take such action or suffering such
action to be taken or omitted would violate applicable law binding upon it.


 


(g)           The Trustee may refuse to perform any duty or exercise any
right or power at the request or direction of any Holder unless such Holder
shall have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities that might be incurred by it in compliance with
such request or direction.


 


(h)           The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the
Company.  Money held in trust by the
Trustee need not be segregated from other funds except to the extent required
by law.


 


(i)            No provision of this Indenture shall require the Trustee
to risk its own funds or otherwise incur any financial liability in the
performance of any of its duties, 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 security or indemnity against such risk is not
reasonably assured to it.


 


(j)            The Paying Agent, the Registrar and any authenticating
agent shall be entitled to the protections, immunities and standard of care as
are set forth in Section 7.1(a), 7.1(b), 7.1(c), 7.1(d) or
7.1(f) with respect to the Trustee.


 


28

















 


Section 7.2             Rights of Trustee.


 


(a)           The Trustee may rely on and shall be protected in acting
or refraining from acting upon any document believed by it to be genuine and to
have been signed or presented by the proper Person.  The Trustee need not investigate any fact or
matter stated in the document.


 


(b)           Before the Trustee acts or refrains from acting, it may
require an Officers’ Certificate.  The
Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on such Officers’ Certificate.


 


(c)           The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.  No Depositary shall be deemed an
agent of the Trustee, and the Trustee shall not be responsible for any act or
omission by any Depositary.


 


(d)           The Trustee shall not be liable for any action it takes or
omits to take in good faith that it believes to be authorized or within its
rights or powers, provided that the Trustee’s conduct does not constitute
negligence.


 


(e)           The Trustee may consult with counsel of its selection, 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 without negligence and in good faith and in reliance
thereon.


 


(f)            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 of Securities unless such Holders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities that might be incurred by it in compliance with such
request or direction.


 


(g)           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.


 


(h)           The Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event that is in fact
such a Default is received by the Trustee at the Corporate Trust Office of the
Trustee, and such notice references the Securities generally or the Securities
of a particular Series and this Indenture.


 


(i)            The permissive rights of the Trustee enumerated herein
shall not be construed as duties.


 


29





















 


(j)            Any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Company Request or Company Order (other
than delivery of any Security to the Trustee for authentication and delivery
pursuant to Section 303, which shall be sufficiently evidenced as provided
therein) and any resolution of the Board of Directors of the Company may be
sufficiently evidenced by a Board Resolution.


 


(k)           The Trustee may employ or retain such counsel,
accountants, appraisers or other experts or advisers as it may reasonably
require for the purpose of determining and discharging its rights and duties
hereunder and shall not be responsible for any misconduct on the part of any of
them.


 


(l)            The rights, privileges, protections, immunities and
benefits given to the Trustee, including 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.


 


(m)          The Trustee may request that the Company deliver an
Officers’ Certificate setting forth the names of individuals or titles of
officers authorized at such time to take specified actions pursuant to this
Indenture, which Officers’ Certificate may be signed by any person authorized
to sign an Officers’ Certificate, including any person specified as so
authorized in any such Officers’ Certificate previously delivered and not
superseded.


 


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


 


(o)           The Trustee shall not be responsible or liable for any
failure or delay in the performance of its obligations under this Indenture
arising our of or caused, directly or indirectly, by circumstances beyond its
reasonable control, including without limitation, acts of God; earthquakes;
fires; floods; wars; civil or military disturbances; sabotage; epidemics;
riots; interruptions, loss or malfunctions of utilities, computer (hardware or
software) or communications service; labor disputes; acts of civil or military
authority or governmental actions; it being understood that the Trustee shall
use its best efforts to resume performance as soon as practicable under the
circumstances.


 


Section 7.3             Individual Rights of Trustee.  The
Trustee in its individual or any other capacity may become the owner or pledgee
of Securities and may otherwise deal with the Company or an Affiliate of the
Company with the same rights it would have if it were not Trustee.  Any Agent may do the same with like rights.  The Trustee is also subject to Sections
7.10 and 7.11.


 


Section 7.4             Trustee’s Disclaimer.  The Trustee makes no representation as to the
validity or adequacy of this Indenture or the Securities, it shall not be
accountable for the Company’s use of the proceeds from the Securities, and it
shall not be responsible for any statement in the Securities other than its
authentication.


 


Section 7.5             Notice of Defaults.  If a Default or Event of Default occurs and
is continuing with respect to the Securities of any Series and a
Responsible Officer of the Trustee has notice thereof, the Trustee shall mail
to each Holder of the Securities of such Series notice of such Default 


 


30

















 


or
Event of Default within 90 days after it occurs or, if later, after a Responsible
Officer of the Trustee has notice of such Default or Event of Default.  Except in the case of a Default or Event of
Default in payment of principal of, premium, if any, or interest on any
Security of any Series, the Trustee may withhold the notice if and so long as
its corporate trust committee or a committee of its Responsible Officers in
good faith determines that withholding the notice is in the interests of
Holders of such Series.


 


Section 7.6             Reports by Trustee to Holders.  Within 60 days after May 15 in each
year, the Trustee shall transmit by mail to all Holders, as their names and
addresses appear on the register kept by the Registrar, a brief report dated as
of such May 15, in accordance with, and to the extent required under, Section 313
of the TIA.


 


A copy of each report
at the time of its mailing to Holders of any Series shall be filed with
the Commission and each stock exchange on which the Securities of such Series are
listed.  The Company shall promptly
notify the Trustee when Securities of any Series are listed on any stock
exchange.


 


Section 7.7             Compensation and Indemnity.  The Company shall pay to the Trustee from
time to time compensation for its services as the Company and the Trustee shall
from time to time agree upon in writing. 
The Trustee’s compensation shall not be limited by any law on
compensation of a trustee of an express trust. 
The Company shall reimburse the Trustee upon request for all reasonable
out-of-pocket expenses incurred by it. 
Such expenses shall include the reasonable compensation and expenses of
the Trustee’s agents and counsel.


 


The Company shall
indemnify each of the Trustee and any predecessor Trustee (including the cost
of defending itself) against any loss, liability or expense, including taxes
(other than taxes based upon, measured by or determined by the income of the
Trustee) incurred by it except as set forth in the next paragraph in the
performance of its duties under this Indenture as Trustee or Agent.  The Trustee shall notify the Company promptly
of any claim for which it may seek indemnity. 
The Company shall defend the claim and the Trustee shall cooperate in
the defense.  The Trustee may have one
separate counsel and the Company shall pay the reasonable fees and expenses of
such counsel.  The Company need not pay
for any settlement made without its consent, which consent shall not be
unreasonably withheld.  This
indemnification shall apply to officers, directors, employees, shareholders and
agents of the Trustee.


 


The Company need not
reimburse any expense or indemnify against any loss or liability incurred by
the Trustee or by any officer, director, employee, shareholder or agent of the
Trustee through negligence or bad faith.


 


To secure the
Company’s payment obligations in this Section 7.7, the Trustee
shall have a lien prior to the Securities of any Series on all money or
property held or collected by the Trustee, except that held in trust to pay
principal of and interest on particular Securities of such Series.


 


When the Trustee
incurs expenses or renders services after an Event of Default specified in Section 6.1(e) or
6.1(f) occurs, the expenses and the compensation for the services
are intended to constitute expenses of administration under any Bankruptcy Law.


 


The provisions of
this Section 7.7 shall survive the resignation or removal of the
Trustee and the termination or satisfaction of this Indenture.


 


31

















 


Section 7.8             Replacement of Trustee.  A resignation or removal of the Trustee and
appointment of a successor Trustee shall become effective only upon the
successor Trustee’s acceptance of appointment as provided in this Section 7.8.


 


The Trustee may
resign with respect to the Securities of one or more Series by so
notifying the Company at least 30 days prior to the date of the proposed
resignation.  The Holders of a majority
in principal amount of the Securities of any Series may remove the Trustee
with respect to such Series by so notifying the Trustee and the
Company.  The Company may remove the Trustee
with respect to Securities of one or more Series if:


 


(a)           the Trustee fails to comply with Section 7.10;


 


(b)           the Trustee is adjudged bankrupt or insolvent or an order
for relief is entered with respect to the Trustee under any Bankruptcy Law;


 


(c)           a Custodian or public officer takes charge of the Trustee
or its property; or


 


(d)           the Trustee becomes incapable of acting.


 


If the Trustee
resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, the Company shall promptly appoint a successor Trustee.  Within one year after the successor Trustee
takes office, the Holders of a majority in principal amount of the then
outstanding Securities may appoint a successor Trustee to replace the successor
Trustee appointed by the Company.


 


If a successor
Trustee with respect to the Securities of any one or more Series does not
take office within 60 days after the retiring Trustee resigns or is removed,
the retiring Trustee, the Company or the Holders of at least a majority in
principal amount of the Securities of the applicable Series may, at the
expense of the Company, petition any court of competent jurisdiction for the
appointment of a successor Trustee.


 


A successor Trustee
shall deliver a written acceptance of its appointment to the retiring Trustee
and to the Company.  Immediately after
that, the retiring Trustee shall transfer all property held by it as Trustee to
the successor Trustee subject to the lien provided for in Section 7.7,
the resignation or removal of the retiring Trustee shall become effective, and
the successor Trustee shall have all the rights, powers and duties of the
Trustee with respect to the Securities of each Series for which it is
acting as Trustee under this Indenture. 
A successor Trustee shall mail a notice of its succession to each Holder
of each such Series.  Notwithstanding
replacement of the Trustee pursuant to this Section 7.8, the
Company’s obligations under Section 7.7 shall continue for the
benefit of the retiring Trustee with respect to expenses and liabilities
incurred by it prior to such replacement.


 


Section 7.9             Successor Trustee by Merger,
etc. If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Trustee.


 


Section 7.10           Eligibility; Disqualification.  This Indenture shall always have a Trustee
who satisfies the requirements of Section 310(a)(1), 310(a)(2) and
310(a)(5) of the TIA.  The Trustee
shall always have a combined capital and surplus of at least $25,000,000 as set
forth in its most recent published annual report of condition.  The Trustee shall comply with Section 310(b) of
the TIA.


 


32

















 


Section 7.11           Preferential Collection of Claims
Against Company.  The Trustee is
subject to Section 311(a) of the TIA, excluding any creditor
relationship listed in Section 311(b) of the TIA.  A Trustee who has resigned or been removed
shall be subject to Section 311(a) of the TIA to the extent
indicated.


 


ARTICLE VIII

SATISFACTION AND DISCHARGE; DEFEASANCE


 


Section 8.1             Option to Effect Legal
Defeasance or Covenant Defeasance.  The Company may,
at its option evidenced by a Board Resolution or an Officers’ Certificate, at
any time, with respect to the Securities of any Series, elect to have either Section 8.2
or 8.3 be applied to all of the outstanding Securities of such Series upon
compliance with the conditions set forth below in this Article VIII.


 


Section 8.2             Legal Defeasance and Discharge.  Upon the Company’s exercise under Section 8.1
of the option applicable to this Section 8.2, the Company shall be
deemed to have been discharged from its obligations with respect to all of the
outstanding Securities of the particular Series on the date the conditions
set forth below in Section 8.4 are satisfied (“Legal Defeasance”).  For this purpose, such Legal Defeasance means
that the Company shall be deemed to have paid and discharged all the
obligations relating to, and to have satisfied all of its obligations under,
the outstanding Securities of such Series and this Indenture and cured all
then existing Events of Default (and the Trustee, on written demand of and at
the expense of the Company, shall execute proper instruments acknowledging the
same), except that the following shall survive until otherwise terminated or
discharged hereunder (and the Securities of such Series shall thereafter
be deemed to be “outstanding” only for the purposes of the Sections of this
Indenture referred to below in this Section 8.2):


 


(a)           the rights of Holders of outstanding
Securities of such Series, if any, to receive payments in respect of the
principal of and interest, if any, on such Securities when such payments are
due or on the date of any redemption solely out of the trust created pursuant
to this Indenture;


 


(b)           the Company’s obligations with
respect to such Securities concerning issuing temporary Securities of such
Series, or, where relevant, registration of such Securities, mutilated,
destroyed, lost or stolen Securities of such Series and the maintenance of
an office or agency for payment and money for the payments held in trust;


 


(c)           the rights, powers, trusts, duties
and immunities of the Trustee, and the Company’s obligations in connection
therewith and with respect to the Company’s obligations to the Trustee under Section 7.7;
and


 


(d)           this Article VIII.


 


Subject to compliance with this Article VIII,
the Company may exercise its option under this Section 8.2 notwithstanding
the prior exercise of its option under Section 8.3 with respect to
the Securities of any Series.  Following
such Legal Defeasance, payment of the Securities of such Series may not be
accelerated because of an Event of Default.


 


33

















 


Section 8.3             Covenant Defeasance.  Upon the Company’s exercise under Section 8.1
of the option applicable to this Section 8.3, the Company shall be
released from any obligations under the covenants contained in Sections 2.2(s),
4.2, 4.3, 4.4, 4.5 and 5.1 with respect to
the outstanding Securities of a particular Series, along with any additional
covenants contained in such Security, any Supplemental Indenture or Officers’
Certificate in connection therewith, on and after the date the conditions set
forth below in Section 8.4 are satisfied (“Covenant Defeasance”),
and the Securities of such Series shall thereafter be deemed not
“outstanding” for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed “outstanding” for all other purposes
hereunder (it being understood that such Securities shall not be deemed
outstanding for accounting purposes). For this purpose, such Covenant
Defeasance means that, with respect to the outstanding Securities of such Series appertaining
thereto, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document but, except as specified above,
the remainder of this Indenture and the Securities of such Series shall be
unaffected thereby. Following such Covenant Defeasance, payment of the
Securities of such Series may not be accelerated because of an Event of
Default pursuant to Section 6.1(c) (except for a default with
respect to Section 5.1), 6.1(d) or 6.1(g).


 


Section 8.4             Conditions to Legal or Covenant
Defeasance.  As set forth
below, the following shall be the conditions to the application of either Section 8.2
or 8.3 to the outstanding Securities of any Series:


 


(a)                       in the case of either Legal Defeasance or
Covenant Defeasance, the Company must irrevocably deposit, or cause to be
irrevocably deposited, with the Trustee, in trust, for the benefit of the
Holders of the Securities of such Series, cash in the currency or currency unit
in which the Securities of such Series are payable, Government
Obligations, or a combination thereof in such amounts as will be sufficient, in
the opinion of an internationally recognized firm of independent public accountants,
to pay the principal of and interest, if any, due on the outstanding Securities
of such Series at the Maturity, or on the applicable date of any
redemption, as the case may be;


 


(b)                       in the case of Legal Defeasance, the Company
shall have delivered to the Trustee for the Securities of such Series an
Opinion of Counsel in the United States reasonably acceptable to such Trustee
confirming that, subject to customary assumptions and exclusions, (i) the
Company has received from, or there has been published by, the U.S. Internal
Revenue Service a ruling or (ii) since the date of issuance of the
Securities of such Series, there has been a change in the applicable U.S.
federal income tax law, in either case to the effect that, and based thereon
such Opinion of Counsel in the United States confirming that, subject to
customary assumptions and exclusions, the Holders of the outstanding Securities
of such Series will not recognize income, gain or loss for U.S. federal
income tax purposes as a result of such Legal Defeasance and will be subject to
U.S. federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Legal Defeasance had not occurred;


 


(c)                       in the case of Covenant Defeasance, the
Company shall have delivered to the Trustee for the Securities of such Series an
Opinion of Counsel in the United States reasonably acceptable to such Trustee
confirming that, subject to customary assumptions and 


 


34





















 


exclusions, the Holders of
the outstanding Securities of such Series will not recognize income, gain
or loss for U.S. federal income tax purposes as a result of such Covenant
Defeasance and will be subject to such tax on the same amounts, in the same
manner and at the same times as would have been the case if such Covenant
Defeasance had not occurred;


 


(d)                       no Event of Default or event that with the
giving of notice or the lapse of time, or both, 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 and no Event of Default under Section 6.1(e) or
6.1(f) shall have occurred and be continuing on the 91st day after such date;


 


(e)                       such Legal Defeasance or Covenant Defeasance
shall not result in a breach or violation of, or constitute a default under,
any material agreement or instrument to which the Company is a party or by
which the Company is bound; and


 


(f)                        the Company shall have delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel in the United States
(which Opinion of Counsel may be subject to customary assumptions and
exclusions) each stating that all conditions precedent provided for or relating
to the Legal Defeasance or the Covenant Defeasance, as the case may be, have
been complied with.


 


Section 8.5             Satisfaction and Discharge of
Indenture.  This Indenture
will, upon Company Request, be discharged and will cease to be of further
effect as to all of the Securities of a particular Series issued hereunder
when either: (a) all of the Securities of such Series theretofore
authenticated and delivered (except (i) lost, stolen or destroyed
Securities that have been replaced or paid as provided in Section 2.8
and (ii) the Securities for whose payment money has theretofore been
deposited in trust and thereafter repaid to the Company or discharged from such
trust, as provided in the last paragraph of Section 8.9) have been
delivered to the Trustee for cancellation; or (b) (i) all of the
Securities of such Series not theretofore delivered to the Trustee for
cancellation are due and payable by their terms within one year or have become
due and payable by reason of the making of a notice of redemption and the
Company has irrevocably deposited or caused to be deposited with the Trustee as
trust funds in trust an amount of cash in any combination of currency or
currency unit in which the Securities of such Series are payable, U.S.
Government Obligations, or a combination thereof in such amounts as will be
sufficient to pay and discharge the entire indebtedness on the Securities of
such Series not theretofore delivered to the Trustee for cancellation for
principal and accrued but unpaid interest, if any, to Maturity or the date of
such redemption, as the case may be, (ii) the Company has paid, or caused
to be paid, all sums payable by it under this Indenture and (iii) the
Company has delivered irrevocable instructions to the Trustee under this
Indenture to apply the deposited money toward the payment of the Securities of such
Series at the Stated Maturity or the date of such redemption, as the case
may be. In addition, in the case of clause (a) or (b) above, the
Company must deliver an Officers’ Certificate and an Opinion of Counsel to the
Trustee stating that all conditions precedent to satisfaction and discharge
have been satisfied.


 


Section 8.6             Survival of Certain Obligations.  Notwithstanding the satisfaction and
discharge of this Indenture and of the Securities of any Series referred
to in Section 8.1, 8.2, 8.4, or 8.5, the
respective obligations of the Company and the Trustee under Sections 2.3,
2.5, 2.6, 2.7, 2.8, 2.12, 6.8, 8.7,
8.8, 8.9 and 8.10 and Article VII shall
survive with respect to the Securities of such Series until the Securities
of such Series are no longer outstanding, and thereafter the obligations
of 


 


35

















 


the Company and the Trustee
under Sections 8.7, 8.8, 8.9 and 8.10 shall
survive. Nothing contained in this Article VIII shall abrogate any of the
obligations or duties of the Trustee under this Indenture.


 


Section 8.7             Acknowledgment of Discharge by
Trustee.  Subject to Section 8.10,
after (a) the conditions of Section 8.4 or 8.5 have
been satisfied with respect to the Securities of any Series, (b) the Company
has paid or caused to be paid all other sums payable hereunder by the Company
and (c) the Company has delivered to the Trustee an Officers’ Certificate
and an Opinion of Counsel, each stating that all conditions precedent referred
to in clause (a) above relating to the satisfaction and discharge of this
Indenture have been complied with, the Trustee upon written request shall
acknowledge in writing the discharge of all of the Company’s obligations under
this Indenture except for those surviving obligations specified in this Article VIII.


 


Section 8.8             Application of Trust Moneys.  All money and U.S. Government Obligations
deposited with the Trustee pursuant to Section 8.4 or 8.5 in
respect of the Securities of such Series shall be held in trust and applied
by it, in accordance with the provisions of the Securities of such Series and
this Indenture, to the payment, either directly or through any Paying Agent as
the Trustee may determine, to the Holders of the Securities of such Series of
all sums due and to become due thereon for principal and interest, if any, but
such money need not be segregated from other funds except to the extent
required by law.


 


The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the
Government Obligations deposited pursuant to Section 8.4 or 8.5
with respect to the Securities of such Series or the principal and
interest received in respect thereof other than any such tax, fee or other
charge that by law is for the account of the Holders of the outstanding
Securities of such Series.


 


Section 8.9             Repayment to the Company;
Unclaimed Money.  The Trustee and
any Paying Agent for the Securities of any Series shall promptly pay or
return to the Company upon Company Order any cash or U.S. Government
Obligations held by them at any time that are not required for the payment of
the principal of and interest, if any, on the Securities of such Series for
which cash or U.S. Government Obligations have been deposited pursuant to Section 8.4
or 8.5.


 


Any money deposited with the Trustee or any Paying
Agent for the Securities of any Series, or then held by the Company, in trust
for the payment of the principal of and interest, if any, on the Security of
any Series and remaining unclaimed for two years after such principal and
interest, if any, has become due and payable shall, unless otherwise required
by mandatory provisions of applicable escheat, or abandoned or unclaimed
property law, be paid to the Company on Company Request or (if then held by the
Company) shall be discharged from such trusts; and the Holder of any 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 give written notice to the Holder of such Security, 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 written notice, any unclaimed
balance of such money then remaining will, unless otherwise required by mandatory
provisions of applicable escheat, or abandoned or unclaimed property law, be
repaid to the Company, as the case may be.


 


36














 


Section 8.10           Reinstatement.  If the Trustee or Paying Agent for the
Securities of any Series is unable to apply any cash or U.S. Government
Obligations, as applicable, in accordance with Section 8.2, 8.3,
8.4 or 8.5 by reason of any legal proceeding or by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, the Company’s obligations under this
Indenture and the Securities of such Series shall be revived and
reinstated as though no deposit had occurred pursuant to Section 8.2,
8.3, 8.4 or 8.5 until such time as the Trustee or Paying
Agent for the Securities of such Series is permitted to apply all such
cash or U.S. Government Obligations in accordance with Section 8.2,
8.3, 8.4 or 8.5; provided, however,
that if the Company has made any payment of principal and interest, if any, on
any Securities because of the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Securities to receive
such payment from the cash or U.S. Government Obligations, as applicable, held
by the Trustee or Paying Agent.


 


ARTICLE IX

AMENDMENTS AND WAIVERS


 


Section 9.1             Without Consent of Holders.  The Company and the Trustee may amend or
supplement this Indenture or the Securities of one or more Series without
the consent of any Holder:


 


(a)           to cure, correct or supplement any ambiguity, omission,
defect or inconsistency as to the Securities of such Series;


 


(b)           to comply with Article V;


 


(c)           to provide for uncertificated Securities in addition to or
in place of certificated Securities;


 


(d)           to add guarantees or collateral security with respect to
the Securities of such Series;


 


(e)           to add covenants of the Company under this Indenture for
the benefit of the Holders of the Securities of such Series or to
surrender any right or power conferred upon the Company as to the Securities of
such Series;


 


(f)            to make any change that does not adversely affect the
rights of any Holder of the Securities of such Series in any material
respect;


 


(g)           to provide for the issuance of and establish the form and
terms and conditions of Securities of any Series as permitted by this
Indenture;


 


(h)           to change or eliminate any of the provisions of this
Indenture provided that any such change or elimination shall become effective
only when there is no Security outstanding of any Series created prior to
the execution of such amendment or supplement that is adversely affected by
such provision;


 


(i)            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; or


 


37





















 


(j)            to comply with requirements of the Commission in order to
effect or maintain the qualification of this Indenture under the TIA.


 


Section 9.2             With Consent of Holders.  The Company and the Trustee may enter into a
Supplemental Indenture with the written consent of the Holders of at least a
majority in principal amount of the outstanding Securities of each Series affected
by such Supplemental Indenture (including consents obtained in connection with
a tender offer or exchange offer for the Securities of such Series), for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of any Supplemental Indenture or of
modifying in any manner the rights of the Holders of the Securities of such
Series. Except as provided in Section 6.13, the Holders of at least
a majority in principal amount of the outstanding Securities of any Series by
notice to the Trustee (including consents obtained in connection with a tender
offer or exchange offer for the Securities of such Series) may waive any past
Default or compliance by the Company with any provision of this Indenture or
the Securities of such Series.


 


It
shall not be necessary for the consent of the Holders of Securities under this Section 9.2
to approve the particular form of any proposed Supplemental Indenture or
waiver, but it shall be sufficient if such consent approves the substance
thereof.  After a Supplemental Indenture
or waiver under this Section 9.2 becomes effective, the Company
shall mail to the Holders of Securities affected thereby a notice briefly
describing such Supplemental Indenture or waiver.  Any failure by the Company to mail or publish
such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such Supplemental Indenture or waiver.


 


Section 9.3             Limitations.  Without the consent of each Holder affected,
an amendment or waiver may not:


 


(a)           reduce the amount of Securities whose Holders must consent
to an amendment, supplement or waiver;


 


(b)           reduce the rate of or extend the time for payment of
interest (including default interest) on any Security;


 


(c)           reduce the principal of, or premium, if any, on any Security
or change its Maturity, including the Stated Maturity or the date of redemption
or required repurchase thereof;


 


(d)           reduce the principal amount of Discount Securities payable
upon acceleration of the maturity thereof;


 


(e)           make the principal of or interest, if any, on any Security
payable in any currency other than that stated in the Security;


 


(f)            impair the right of any Holder of Securities to receive
payment of principal of and interest on such Securities on or after the due
dates for the payment of such principal or interest or to institute suit for
the enforcement of any payment on or with respect to such Securities;


 


(g)           make any changes that would affect the ranking for the
Securities in a manner adverse to the Holders; or


 


38





















 


(h)           make any change in Section 6.8 or 6.13
or this Section 9.3.


 


Section 9.4             Compliance with Trust Indenture
Act.  Every amendment to this
Indenture or the Securities of one or more Series shall be set forth in a
Supplemental Indenture that complies with the TIA as then in effect.


 


Section 9.5             Revocation and Effect of
Consents.  Until an amendment is set
forth in a Supplemental Indenture or a waiver becomes effective, a consent to
it by a Holder of a Security is a continuing consent by the Holder and every
subsequent Holder of a Security or portion of a Security that evidences the
same debt as the consenting Holder’s Security, even if notation of the consent
is not made on any Security.  However,
any such Holder or subsequent Holder may revoke the consent as to such Holder’s
Security or portion of a Security if the Trustee receives the notice of
revocation before the date of such Supplemental Indenture or the date the
waiver becomes effective.


 


Any amendment or
waiver once effective shall bind every Holder of each Series affected by
such amendment or waiver unless it is of the type described in any of clauses (a) through
(g) of Section 9.3.  In
that case, the amendment or waiver shall bind each Holder of a Security who has
consented to it and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder’s Security.


 


Section 9.6             Notation on or Exchange of
Securities.  The Trustee may place an
appropriate notation about an amendment or waiver on any Security of any Series thereafter
authenticated.  The Company in exchange
for Securities of such Series may issue and the Trustee shall authenticate
upon request new Securities of such Series that reflect the amendment or
waiver.


 


Section 9.7             Trustee Protected.  In executing, or accepting the additional
trusts created by, any Supplemental Indenture permitted by this Article IX
or the modifications thereby of the trusts created by this Indenture, the
Trustee shall be entitled to receive, in addition to the documents required by Section 10.4,
and (subject to Section 7.1) 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 shall sign all Supplemental
Indentures, except that the Trustee need not sign any Supplemental Indenture
that adversely affects its rights.


 


ARTICLE X


MISCELLANEOUS


 


Section 10.1           Trust Indenture Act Controls.  If any provision of this Indenture limits,
qualifies or conflicts with another provision that is required or deemed to be
included in this Indenture by the TIA, such required or deemed provision shall
control.


 


Section 10.2           Notices.  Any notice or communication by the Company or
the Trustee to the other, or by a Holder to the Company or the Trustee, is duly
given if in writing and delivered in Person or mailed by first-class mail:


 


(a)           if to the Company:


 


Amphenol Corporation


358 Hall Avenue


Wallingford, Connecticut 06492


 


39

















 


Attention: Treasurer


Facsimile: (203) 265-8628


 


with a copy to:


 


Amphenol Corporation


358 Hall Avenue


Wallingford, Connecticut 06492


Attention: General Counsel


Facsimile: (203) 265-8827


 


and


 


Pillsbury Winthrop Shaw Pittman


1540 Broadway


New York, New York 10036


Attention: Ronald A. Fleming, Jr.


Facsimile: (212) 298-9931


 


(b)           if to the Trustee:


 


The
Bank of New York Mellon


101
Barclay Street 


8th
Floor West 


New
York, New York 10286


Attention:
Global Corporate Trust


Facsimile: (732) 667-9183


 


The Company or the
Trustee by notice to the other may designate additional or different addresses
for subsequent notices or communications.


 


Any notice or
communication to a Holder shall be mailed by first-class mail to such Holder’s
address as shown on the register kept by the Registrar.  Failure to mail a notice or communication to
a Holder of any Series or any defect in it shall not affect its
sufficiency with respect to other Holders of that or any other Series.


 


If a notice or communication
is mailed or published in the manner provided above, within the time
prescribed, it is duly given, whether or not the Holder receives it.


 


If the Company mails
a notice or communication to Holders, it shall mail a copy to the Trustee and
each Agent at the same time.


 


Section 10.3           Communication by Holders with
Other Holders.  Holders of any Series may
communicate pursuant to Section 312(b) of the TIA with other Holders
of such Series or any other Series with respect to their rights under
this Indenture or the Securities of such Series or all Series.  The Company, the Trustee, the Registrar and
anyone else shall have the protection of Section 312(c) of the TIA.


 


40

















 


Section 10.4           Certificate and Opinion as to
Conditions Precedent.  Upon any
request or application by the Company to the Trustee to take any action under
this Indenture, the Company shall furnish to the Trustee:


 


(a)           an Officers’ Certificate stating that, in the opinion of
the signers, all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with; and


 


(b)           an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.


 


Section 10.5           Statements Required in Certificate
or Opinion.  Each certificate or
opinion with respect to compliance with a condition or covenant provided for in
this Indenture (other than a certificate provided pursuant to Section 314(a)(4) of
the TIA) shall comply with the provisions of Section 314(e) of the
TIA and shall include:


 


(a)           a statement that the Person making such certificate or
opinion has read such covenant or condition;


 


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


 


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


 


(d)           a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been complied with.


 


Section 10.6           Rules by Trustee and Agents.  The Trustee may make reasonable rules for
action by or a meeting of Holders of one or more Series.  Any Agent may make reasonable rules and
set reasonable requirements for its functions.


 


Section 10.7           Legal Holidays.  Unless otherwise provided by Board
Resolution, Officers’ Certificate or Supplemental Indenture for a particular
Series, a “Legal Holiday” is any day that is not a Business Day.  If a payment date is a Legal Holiday at a
place of payment, payment may be made at that place on the next succeeding day
that is not a Legal Holiday, and no interest shall accrue for the intervening
period.


 


Section 10.8           No Recourse Against Others.  A director, officer, employee or stockholder,
as such, of the Company shall not have any liability for any obligations of the
Company under the Securities or the Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation.  Each Holder by accepting a Security waives
and releases all such liability.  The
waiver and release are part of the consideration for the issue of the
Securities.


 


Section 10.9           Counterparts.  This Indenture may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


 


41

















 


Section 10.10         Governing Laws.  THIS INDENTURE AND THE SECURITIES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.  EACH OF THE PARTIES HERETO 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 TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 10.11         No Adverse Interpretation of Other
Agreements.  This Indenture may not
be used to interpret another indenture, loan or debt agreement of the Company
or a Subsidiary of the Company.  Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.


 


Section 10.12         Successors.  All agreements of the Company in this
Indenture and the Securities shall bind its successor.  All agreements of the Trustee in this
Indenture shall bind its successor.


 


Section 10.13         Severability.  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 10.14         Table of Contents, Headings, Etc.
The Table of Contents, Cross-Reference Table, and headings of the Articles and
Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof, and shall in no way modify or
restrict any of the terms or provisions hereof.


 


Section 10.15         Securities in a Foreign Currency.  Unless otherwise specified in a Board
Resolution, an Officers’ Certificate or a Supplemental Indenture delivered
pursuant to Section 2.2 with respect to the Securities of a
particular Series, whenever for purposes of this Indenture any action may be
taken by the Holders of a specified percentage in aggregate principal amount of
Securities of all Series or all Series affected by a particular action
at the time outstanding and, at such time, there are outstanding Securities of
any Series that are denominated in a coin or currency other than Dollars,
then the principal amount of Securities of such Series that shall be
deemed to be outstanding for the purpose of taking such action shall be that
amount of Dollars that could be obtained for such amount at the Market Exchange
Rate at such time. For purposes of this Section 10.15, “Market
Exchange Rate” shall mean the noon Dollar buying rate in New York City for
cable transfers of that currency as published by the Federal Reserve Bank of
New York.  If such Market Exchange Rate
is not available for any reason with respect to such currency, the Company
shall use, in its sole discretion and without liability on its part, such
quotation of the Federal Reserve Bank of New York as of the most recent
available date, or quotations from one or more major banks in The City of New
York or in the country of issue of the currency in question or such other
quotations as the Company shall deem appropriate.  The provisions of this paragraph shall apply
in determining the equivalent principal amount in respect of Securities of a Series denominated
in currency other than Dollars in connection with any action taken by Holders
of Securities pursuant to the terms of this Indenture.


 


All decisions and
determinations of the Company regarding the Market Exchange Rate or any
alternative determination provided for in the preceding paragraph shall be in
its sole discretion and shall, in the absence of manifest error, to the extent
permitted by law, be conclusive for all purposes and irrevocably binding upon
all Holders.


 


42

















 


Section 10.16         Judgment Currency.  The Company agrees, to the fullest extent
that it may effectively do so under applicable law, that (a) if for the
purpose of obtaining judgment in any court it is necessary to convert the sum
due in respect of the principal of or interest or other amount on the
Securities of any Series (the “Required Currency”) into a currency
in which a judgment will be rendered (the “Judgment Currency”), the rate
of exchange used shall be the rate at which in accordance with normal banking
procedures the Trustee could purchase in The City of New York the Required
Currency with the Judgment Currency on the day on which final unappealable
judgment is entered, unless such day is not a New York Banking Day, then the
rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the New York Banking Day
preceding the day on which final unappealable judgment is entered and (b) its
obligations under this Indenture to make payments in the Required Currency (i) shall
not be discharged or satisfied by any tender, any recovery pursuant to any
judgment (whether or not entered in accordance with clause (a) above), in
any currency other than the Required Currency, except to the extent that such
tender or recovery shall result in the actual receipt, by the payee, of the
full amount of the Required Currency expressed to be payable in respect of such
payments, (ii) shall be enforceable as an alternative or additional cause
of action for the purpose of recovering in the Required Currency the amount, if
any, by which such actual receipt shall fall short of the full amount of the
Required Currency so expressed to be payable and (iii) shall not be
affected by judgment being obtained for any other sum due under this Indenture.
For purposes of the foregoing, “New York Banking Day” means any day
except a Saturday, Sunday or a legal holiday in The City of New York on which
banking institutions are authorized or required by law, regulation or executive
order to close.


 


Section 10.17         USA Patriot Act.  The parties hereto acknowledge that, in
accordance with Section 326 of the USA Patriot Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)) (as amended, modified or
supplemented from time to time, the “USA Patriot Act”), the Trustee, like all
financial institutions, is required to obtain, verify, and record information
that identifies each person or legal entity that opens an account.  The parties to this Indenture agree that they
will provide the Trustee with such information as the Trustee may request in
order for the Trustee to satisfy the requirements of the USA Patriot Act.


 


43

















 


IN WITNESS WHEREOF,
the parties hereto have caused this Indenture to be duly executed and attested,
all as of the day and year first above written.


 


 


	
   

  	
  AMPHENOL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  BANK OF NEW YORK MELLON, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: