Exhibit 4.(a)


 


UNILEVER CAPITAL CORPORATION,


Company


 


UNILEVER N.V.,


Issuer and Guarantor


 


UNILEVER PLC,


Guarantor


 


UNILEVER UNITED STATES, INC.,


Guarantor


 


TO


 


THE BANK OF NEW YORK,


Trustee


 






 


INDENTURE


 


Dated as of August 1, 2000


 






 


Guaranteed Debt Securities


 

















 


TABLE OF CONTENTS(1)


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PARTIES

  	
   

  	
  1

  
	
  RECITALS OF THE COMPANY AND THE PARENTS

  	
   

  	
  11

  
	
  RECITALS OF EACH OF THE GUARANTORS

  	
   

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  
	
   

  	
   

  	
   

  
	
  Definitions and Other Provisions
  of General Application

  
	
   

  	
   

  	
   

  
	
  SECTION 1.01.

  	
   

  	
  Definitions:

  	
   

  	
  12

  
	
   

  	
   

  	
  Act

  	
   

  	
  13

  
	
   

  	
   

  	
  Affiliate

  	
   

  	
  13

  
	
   

  	
   

  	
  Annual Accounts of Unilever PLC and Unilever N.V.

  	
   

  	
  13

  
	
   

  	
   

  	
  Attributable Debt

  	
   

  	
  13

  
	
   

  	
   

  	
  Authenticating Agent

  	
   

  	
  14

  
	
   

  	
   

  	
  Authorized Newspaper

  	
   

  	
  14

  
	
   

  	
   

  	
  Board of Directors

  	
   

  	
  14

  
	
   

  	
   

  	
  Board Resolution

  	
   

  	
  14

  
	
   

  	
   

  	
  Business Day

  	
   

  	
  14

  
	
   

  	
   

  	
  Capital Employed

  	
   

  	
  14

  
	
   

  	
   

  	
  Commission

  	
   

  	
  15

  
	
   

  	
   

  	
  Company

  	
   

  	
  15

  
	
   

  	
   

  	
  Corporate Trust Office

  	
   

  	
  15

  
	
   

  	
   

  	
  corporation

  	
   

  	
  15

  
	
   

  	
   

  	
  Coupon or Coupons

  	
   

  	
  15

  
	
   

  	
   

  	
  Debt

  	
   

  	
  15

  
	
   

  	
   

  	
  Debt Securities

  	
   

  	
  15

  
	
   

  	
   

  	
  Defaulted Interest

  	
   

  	
  15

  
	
   

  	
   

  	
  Depository

  	
   

  	
  15

  
	
   

  	
   

  	
  Discharged

  	
   

  	
  15

  
	
   

  	
   

  	
  endorsed

  	
   

  	
  15

  
	
   

  	
   

  	
  Event of Default

  	
   

  	
  15

  
	
   

  	
   

  	
  Exchange Act

  	
   

  	
  16

  



 






(1)           NOTE: 
This table of contents shall not, for any purpose, be deemed to be a
part of the Indenture.


 


2

















 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Exchange Date

  	
   

  	
  16

  
	
   

  	
   

  	
  Foreign Currency

  	
   

  	
  16

  
	
   

  	
   

  	
  Foreign Government Securities

  	
   

  	
  16

  
	
   

  	
   

  	
  Global Security

  	
   

  	
  16

  
	
   

  	
   

  	
  Guarantee

  	
   

  	
  16

  
	
   

  	
   

  	
  Guarantors

  	
   

  	
  16

  
	
   

  	
   

  	
  Holder

  	
   

  	
  17

  
	
   

  	
   

  	
  Indenture

  	
   

  	
  17

  
	
   

  	
   

  	
  interest

  	
   

  	
  17

  
	
   

  	
   

  	
  Interest Payment Date

  	
   

  	
  17

  
	
   

  	
   

  	
  Investment Company Act

  	
   

  	
  17

  
	
   

  	
   

  	
  Issuer

  	
   

  	
  17

  
	
   

  	
   

  	
  Issuer Request and Issuer Order

  	
   

  	
  17

  
	
   

  	
   

  	
  Maturity

  	
   

  	
  18

  
	
   

  	
   

  	
  Netherlands

  	
   

  	
  18

  
	
   

  	
   

  	
  Notice of Default

  	
   

  	
  18

  
	
   

  	
   

  	
  N.V. Shares

  	
   

  	
  18

  
	
   

  	
   

  	
  Officers’ Certificate

  	
   

  	
  18

  
	
   

  	
   

  	
  Opinion of Counsel

  	
   

  	
  18

  
	
   

  	
   

  	
  Original Issue Discount Security

  	
   

  	
  18

  
	
   

  	
   

  	
  Outstanding

  	
   

  	
  19

  
	
   

  	
   

  	
  Parents

  	
   

  	
  20

  
	
   

  	
   

  	
  Paying Agent

  	
   

  	
  20

  
	
   

  	
   

  	
  Person

  	
   

  	
  20

  
	
   

  	
   

  	
  Place of Payment

  	
   

  	
  20

  
	
   

  	
   

  	
  Predecessor Debt Security

  	
   

  	
  20

  
	
   

  	
   

  	
  Principal Property

  	
   

  	
  21

  
	
   

  	
   

  	
  Redemption Date

  	
   

  	
  21

  
	
   

  	
   

  	
  Redemption Price

  	
   

  	
  21

  
	
   

  	
   

  	
  Regular Record Date

  	
   

  	
  21

  
	
   

  	
   

  	
  Responsible Officer

  	
   

  	
  21

  
	
   

  	
   

  	
  Restricted Subsidiary

  	
   

  	
  21

  
	
   

  	
   

  	
  Securities Act

  	
   

  	
  22

  
	
   

  	
   

  	
  Security Register and Security Registrar

  	
   

  	
  22

  
	
   

  	
   

  	
  Senior Debt

  	
   

  	
  22

  
	
   

  	
   

  	
  Special Record Date

  	
   

  	
  22

  



 


3

















 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Stated Maturity

  	
   

  	
  23

  
	
   

  	
   

  	
  Subsidiary

  	
   

  	
  23

  
	
   

  	
   

  	
  Trust Indenture Act

  	
   

  	
  23

  
	
   

  	
   

  	
  Trustee

  	
   

  	
  23

  
	
   

  	
   

  	
  United Kingdom

  	
   

  	
  23

  
	
   

  	
   

  	
  United States Alien

  	
   

  	
  23

  
	
   

  	
   

  	
  United States of America

  	
   

  	
  24

  
	
   

  	
   

  	
  U.S. Governmental Obligations

  	
   

  	
  24

  
	
   

  	
   

  	
  U.S. Person

  	
   

  	
  24

  
	
   

  	
   

  	
  Vice President

  	
   

  	
  24

  
	
   

  	
   

  	
  Voting Stock

  	
   

  	
  24

  
	
   

  	
   

  	
  Yield to Maturity

  	
   

  	
  24

  
	
  SECTION 1.02.

  	
   

  	
  Compliance Certificates and Opinions

  	
   

  	
  25

  
	
  SECTION 1.03.

  	
   

  	
  Form of Documents Delivered to Trustee

  	
   

  	
  25

  
	
  SECTION 1.04.

  	
   

  	
  Acts of Holders

  	
   

  	
  26

  
	
  SECTION 1.05.

  	
   

  	
  Notices, Etc., to Trustee, Company, the Parents or Unilever U.S.

  	
   

  	
  28

  
	
  SECTION 1.06.

  	
   

  	
  Notice to Holders; Waiver

  	
   

  	
  29

  
	
  SECTION 1.07.

  	
   

  	
  Conflict with Trust Indenture Act

  	
   

  	
  30

  
	
  SECTION 1.08.

  	
   

  	
  Effect of Headings and Table of Contents

  	
   

  	
  30

  
	
  SECTION 1.09.

  	
   

  	
  Successors and Assigns

  	
   

  	
  30

  
	
  SECTION 1.10.

  	
   

  	
  Separability Clause

  	
   

  	
  30

  
	
  SECTION 1.11.

  	
   

  	
  Benefits of Indenture

  	
   

  	
  30

  
	
  SECTION 1.12.

  	
   

  	
  Governing Law

  	
   

  	
  30

  
	
  SECTION 1.13.

  	
   

  	
  Saturdays, Sundays and Legal Holidays

  	
   

  	
  31

  
	
  SECTION 1.14.

  	
   

  	
  Appointment of Agent for Service

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
   

  	
   

  	
   

  
	
  Debt Security Forms

  
	
   

  	
   

  	
   

  
	
  SECTION 2.01.

  	
   

  	
  Forms Generally

  	
   

  	
  32

  
	
  SECTION 2.02.

  	
   

  	
  Guarantee by Guarantors; Form of Guarantee

  	
   

  	
  33

  
	
  SECTION 2.03.

  	
   

  	
  Form of Trustee’s Certificate of Authentication

  	
   

  	
  37

  



 


4

















 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
   

  
	
  The Debt Securities

  
	
   

  	
   

  	
   

  
	
  SECTION 3.01.

  	
   

  	
  Amount Unlimited; Issuable in Series

  	
   

  	
  37

  
	
  SECTION 3.02.

  	
   

  	
  Denominations

  	
   

  	
  42

  
	
  SECTION 3.03.

  	
   

  	
  Execution, Authentication, Delivery and Dating

  	
   

  	
  42

  
	
  SECTION 3.04.

  	
   

  	
  Temporary Debt Securities

  	
   

  	
  44

  
	
  SECTION 3.05.

  	
   

  	
  Registration, Registration of Transfer and Exchange

  	
   

  	
  45

  
	
  SECTION 3.06.

  	
   

  	
  Mutilated, Destroyed, Lost and Stolen Debt Securities

  	
   

  	
  48

  
	
  SECTION 3.07.

  	
   

  	
  Payment of Interest; Interest Rights Preserved

  	
   

  	
  49

  
	
  SECTION 3.08.

  	
   

  	
  Persons Deemed Owners

  	
   

  	
  52

  
	
  SECTION 3.09.

  	
   

  	
  Cancellation

  	
   

  	
  52

  
	
  SECTION 3.10.

  	
   

  	
  Computation of Interest

  	
   

  	
  53

  
	
  SECTION 3.11.

  	
   

  	
  Compliance with Certain Laws and Regulations

  	
   

  	
  53

  
	
  SECTION 3.12.

  	
   

  	
  Global Security

  	
   

  	
  53

  
	
  SECTION 3.13.

  	
   

  	
  CUSIP Numbers

  	
   

  	
  56

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
   

  	
   

  	
   

  
	
  Satisfaction and Discharge

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.01.

  	
   

  	
  Satisfaction and Discharge of Indenture

  	
   

  	
  56

  
	
  SECTION 4.02.

  	
   

  	
  Application of Trust Money

  	
   

  	
  58

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  
	
   

  	
   

  	
   

  
	
  Remedies

  
	
   

  	
   

  	
   

  
	
  SECTION 5.01.

  	
   

  	
  Events of Default

  	
   

  	
  58

  
	
  SECTION 5.02.

  	
   

  	
  Acceleration of Maturity; Rescission and Annulment

  	
   

  	
  60

  
	
  SECTION 5.03.

  	
   

  	
  Collection of Indebtedness and Suits for Enforcement by Trustee

  	
   

  	
  62

  
	
  SECTION 5.04.

  	
   

  	
  Trustee May File Proofs of Claim

  	
   

  	
  64

  
	
  SECTION 5.05.

  	
   

  	
  Trustee May Enforce Claims Without Possession of Debt Securities

  	
   

  	
  65

  



 


5

















 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.06.

  	
   

  	
  Application of Money Collected

  	
   

  	
  65

  
	
  SECTION 5.07.

  	
   

  	
  Limitation on Suits

  	
   

  	
  66

  
	
  SECTION 5.08.

  	
   

  	
  Unconditional Right of Holders to Receive Principal, Premium and
  Interest

  	
   

  	
  67

  
	
  SECTION 5.09.

  	
   

  	
  Restoration of Rights and Remedies

  	
   

  	
  67

  
	
  SECTION 5.10.

  	
   

  	
  Rights and Remedies Cumulative

  	
   

  	
  67

  
	
  SECTION 5.11.

  	
   

  	
  Delay or Omission Not Waiver

  	
   

  	
  68

  
	
  SECTION 5.12.

  	
   

  	
  Control by Holders

  	
   

  	
  68

  
	
  SECTION 5.13.

  	
   

  	
  Waiver of Past Defaults

  	
   

  	
  68

  
	
  SECTION 5.14.

  	
   

  	
  Undertaking for Costs

  	
   

  	
  69

  
	
  SECTION 5.15.

  	
   

  	
  Waiver of Usury, Stay or Extension Laws

  	
   

  	
  69

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI 

  
	
   

  
	
  The Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.01.

  	
   

  	
  Certain Duties and Responsibilities

  	
   

  	
  70

  
	
  SECTION 6.02.

  	
   

  	
  Notice of Defaults

  	
   

  	
  70

  
	
  SECTION 6.03.

  	
   

  	
  Certain Rights of Trustee

  	
   

  	
  70

  
	
  SECTION 6.04.

  	
   

  	
  Not Responsible for Recitals or Issuance of Debt Securities

  	
   

  	
  72

  
	
  SECTION 6.05.

  	
   

  	
  May Hold Debt Securities

  	
   

  	
  73

  
	
  SECTION 6.06.

  	
   

  	
  Money Held in Trust

  	
   

  	
  73

  
	
  SECTION 6.07.

  	
   

  	
  Compensation and Reimbursement

  	
   

  	
  73

  
	
  SECTION 6.08.

  	
   

  	
  Disqualification; Conflicting Interests

  	
   

  	
  74

  
	
  SECTION 6.09.

  	
   

  	
  Corporate Trustee Required; Eligibility

  	
   

  	
  74

  
	
  SECTION 6.10.

  	
   

  	
  Resignation and Removal; Appointment of Successor

  	
   

  	
  75

  
	
  SECTION 6.11.

  	
   

  	
  Acceptance of Appointment by Successor

  	
   

  	
  77

  
	
  SECTION 6.12.

  	
   

  	
  Merger, Conversion, Consolidation or Succession to Business

  	
   

  	
  79

  
	
  SECTION 6.13.

  	
   

  	
  Preferential Collection of Claims

  	
   

  	
  79

  
	
  SECTION 6.14.

  	
   

  	
  Appointment of Authenticating Agent

  	
   

  	
  79

  



 


6

















 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII 

  
	
   

  
	
  Holders’ Lists and Reports By Trustee,
  Company and Guarantors

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.01.

  	
   

  	
  Issuer and Guarantors to Furnish Trustee Names and Addresses of
  Holders

  	
   

  	
  82

  
	
  SECTION 7.02.

  	
   

  	
  Preservation of Information; Communication to Holders

  	
   

  	
  82

  
	
  SECTION 7.03.

  	
   

  	
  Reports by Trustee

  	
   

  	
  83

  
	
  SECTION 7.04.

  	
   

  	
  Reports by Issuer and Guarantors

  	
   

  	
  83

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII 

  
	
   

  
	
  Consolidation, Merger, Conveyance, Transfer
  or Lease

  
	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.01.

  	
   

  	
  Company, Unilever U.S. or Parents May Consolidate, Etc.,
  Only on Certain Terms

  	
   

  	
  84

  
	
  SECTION 8.02.

  	
   

  	
  Successor Corporation Substituted

  	
   

  	
  85

  
	
  SECTION 8.03.

  	
   

  	
  Assumption by Guarantors or Subsidiary of Company’s Obligations

  	
   

  	
  85

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Supplemental Indentures

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9.01.

  	
   

  	
  Supplemental Indentures without Consent of Holders

  	
   

  	
  89

  
	
  SECTION 9.02.

  	
   

  	
  Supplemental Indentures with Consent of Holders

  	
   

  	
  91

  
	
  SECTION 9.03.

  	
   

  	
  Execution of Supplemental Indentures

  	
   

  	
  93

  
	
  SECTION 9.04.

  	
   

  	
  Effect of Supplemental Indentures

  	
   

  	
  93

  
	
  SECTION 9.05.

  	
   

  	
  Conformity with Trust Indenture Act

  	
   

  	
  93

  
	
  SECTION 9.06.

  	
   

  	
  Reference in Debt Securities to Supplemental Indentures

  	
   

  	
  93

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X

  
	
   

  
	
  Covenants

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10.01.

  	
   

  	
  Payment of Principal, Premium and Interest

  	
   

  	
  94

  
	
  SECTION 10.02.

  	
   

  	
  Maintenance of Office or Agency

  	
   

  	
  94

  



 


7

















 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10.03.

  	
   

  	
  Money for Debt Security Payments to be Held in Trust

  	
   

  	
  95

  
	
  SECTION 10.04.

  	
   

  	
  Corporate Existence

  	
   

  	
  97

  
	
  SECTION 10.05.

  	
   

  	
  Limitation of Liens

  	
   

  	
  97

  
	
  SECTION 10.06.

  	
   

  	
  Limitation on Sales and Leasebacks

  	
   

  	
  101

  
	
  SECTION 10.07.

  	
   

  	
  Company to be Wholly Owned Subsidiary

  	
   

  	
  102

  
	
  SECTION 10.08.

  	
   

  	
  Statement as to Compliance

  	
   

  	
  102

  
	
  SECTION 10.09.

  	
   

  	
  Waiver of Certain Covenants

  	
   

  	
  102

  
	
  SECTION 10.10.

  	
   

  	
  Additional Payments by the Guarantors

  	
   

  	
  103

  
	
  SECTION 10.11.

  	
   

  	
  Additional Payments of Each Issuer

  	
   

  	
  106

  
	
  SECTION 10.12.

  	
   

  	
  Calculation of Original Issue Discount

  	
   

  	
  108

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI 

  
	
   

  
	
  Redemption of Debt Securities

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 11.01.

  	
   

  	
  Applicability of Article

  	
   

  	
  109

  
	
  SECTION 11.02.

  	
   

  	
  Election to Redeem; Notice to Trustee

  	
   

  	
  109

  
	
  SECTION 11.03.

  	
   

  	
  Selection by Trustee of Debt Securities to be Redeemed

  	
   

  	
  109

  
	
  SECTION 11.04.

  	
   

  	
  Notice of Redemption

  	
   

  	
  110

  
	
  SECTION 11.05.

  	
   

  	
  Deposit of Redemption Price

  	
   

  	
  111

  
	
  SECTION 11.06.

  	
   

  	
  Debt Securities Payable on Redemption Date

  	
   

  	
  111

  
	
  SECTION 11.07.

  	
   

  	
  Debt Securities Redeemed in Part

  	
   

  	
  111

  
	
  SECTION 11.08.

  	
   

  	
  Optional Redemption Due to Changes in
  United States, United Kingdom or the Netherlands Tax Treatment

  	
   

  	
  112

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XII 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sinking Fund

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 12.01.

  	
   

  	
  Applicability of Article

  	
   

  	
  113

  
	
  SECTION 12.02.

  	
   

  	
  Satisfaction of Sinking Fund Payments

  	
   

  	
  114

  
	
  SECTION 12.03.

  	
   

  	
  Redemption of Debt Securities for Sinking Fund

  	
   

  	
  114

  
	
  SECTION 12.04.

  	
   

  	
  Sinking Fund Moneys Not to be Applied to
  Redemption of Debt Securities Under Certain Circumstances

  	
   

  	
  114

  



 


8

















 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIII 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Meetings of Holders of Debt Securities

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 13.01.

  	
   

  	
  Purpose of Meetings

  	
   

  	
  115

  
	
  SECTION 13.02.

  	
   

  	
  Call of Meeting by Trustee

  	
   

  	
  115

  
	
  SECTION 13.03.

  	
   

  	
  Call of Meeting by Company, Parents, Unilever U.S. or Holders of
  Debt Securities

  	
   

  	
  116

  
	
  SECTION 13.04.

  	
   

  	
  Qualifications for Voting

  	
   

  	
  117

  
	
  SECTION 13.05.

  	
   

  	
  Regulations

  	
   

  	
  117

  
	
  SECTION 13.06.

  	
   

  	
  Voting

  	
   

  	
  119

  
	
  SECTION 13.07.

  	
   

  	
  No Delay of Rights by Meeting

  	
   

  	
  119

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIV 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Defeasance

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 14.01.

  	
   

  	
  Defeasance Upon Deposit of Moneys,
  U.S. Government Obligations or Foreign Government Securities

  	
   

  	
  120

  
	
  SECTION 14.02.

  	
   

  	
  Application of Trust Money

  	
   

  	
  123

  
	
  SECTION 14.03.

  	
   

  	
  Repayment to Issuer

  	
   

  	
  123

  
	
  SECTION 14.04.

  	
   

  	
  Indemnity for U.S. Government Obligations and Foreign Government
  Securities 

  	
   

  	
  123

  
	
  SECTION 14.05.

  	
   

  	
  Reinstatement 

  	
   

  	
  123

  
	
  SECTION 14.06.

  	
   

  	
  Return of Unclaimed Money 

  	
   

  	
  124

  



 


9

















 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
  ARTICLE XV

  
	
   

  
	
  Conversion of Debt Securities

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 15.01.

  	
   

  	
  Applicability of Article

  	
   

  	
  124

  
	
  SECTION 15.02.

  	
   

  	
  Conversion Privilege

  	
   

  	
  124

  
	
  SECTION 15.03.

  	
   

  	
  Exercise of Conversion Privilege

  	
   

  	
  125

  
	
  SECTION 15.04.

  	
   

  	
  Fractional Interests

  	
   

  	
  128

  
	
  SECTION 15.05.

  	
   

  	
  Conversion Price

  	
   

  	
  128

  
	
  SECTION 15.06.

  	
   

  	
  Adjustment of Conversion Price

  	
   

  	
  128

  
	
  SECTION 15.07.

  	
   

  	
  Continuation of Conversion Privilege in Case of Reclassification,
  Change, Merger, Consolidation or Sale of Assets

  	
   

  	
  132

  
	
  SECTION 15.08.

  	
   

  	
  Notice of Certain Events

  	
   

  	
  134

  
	
  SECTION 15.09.

  	
   

  	
  Disclaimer of Responsibility for Certain Matters

  	
   

  	
  135

  
	
  SECTION 15.10.

  	
   

  	
  Return of Funds Deposited for Redemption of Converted Debt Securities

  	
   

  	
  136

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XVI 

  
	
   

  
	
  Subordination of Debt Securities

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 16.01.

  	
   

  	
  Applicability of Article

  	
   

  	
  136

  
	
  SECTION 16.02.

  	
   

  	
  Agreement To Subordinate

  	
   

  	
  136

  
	
  SECTION 16.03.

  	
   

  	
  Payments by an Issuer to Holders

  	
   

  	
  137

  
	
  SECTION 16.04.

  	
   

  	
  Payments by Guarantors to Holders

  	
   

  	
  139

  
	
  SECTION 16.05.

  	
   

  	
  “Cash, Property or Securities”

  	
   

  	
  140

  
	
  SECTION 16.06.

  	
   

  	
  Subrogation of Debt Securities

  	
   

  	
  141

  
	
  SECTION 16.07.

  	
   

  	
  Authorization by Holders

  	
   

  	
  143

  
	
  SECTION 16.08.

  	
   

  	
  Notice to Trustee

  	
   

  	
  143

  
	
  SECTION 16.09.

  	
   

  	
  Trustee’s Relation to Senior Debt

  	
   

  	
  145

  
	
  SECTION 16.10.

  	
   

  	
  No Impairment of Subordination

  	
   

  	
  146

  
	
  TESTIMONIUM

  	
   

  	
   

  
	
  SIGNATURES AND SEALS

  	
   

  	
   

  
	
  ACKNOWLEDGMENTS

  	
   

  	
   

  
							



 


10














 


INDENTURE, amended and restated as of
[                  ],
among UNILEVER CAPITAL CORPORATION, a corporation organized under the laws of
the State of Delaware (herein called the “Company”), having its principal
office at 800 Sylvan Avenue, Englewood Cliffs, New Jersey 07632;
UNILEVER N.V., a corporation organized under the laws of the Netherlands
(herein sometimes called “Unilever N.V.”), having its registered office at
Weena 455, 3013 AL Rotterdam, the Netherlands; UNILEVER PLC, a
company organized under the laws of and registered in England (herein sometimes
called “Unilever PLC”, Unilever PLC and Unilever NV, herein sometimes
called the “Parents”), having its registered office at Port Sunlight, Wirral,
Merseyside, L62 4XN, England; UNILEVER UNITED STATES INC., a corporation
organized under the laws of the State of Delaware (herein sometimes called “Unilever U.S.”),
having its principal office at 390 Park Avenue, New York,
New York 10022 (Unilever U.S. herein sometimes called
individually a “Guarantor” and, with one or both of the Parents, as the case
may be, collectively the “Guarantors”); and THE BANK OF NEW YORK, New York
banking corporation, as Trustee (herein called the “Trustee”), having its
Corporate Trust Office at 101 Barclay Street, Floor 21 West,
New York, New York 10286.


 


RECITALS
OF THE COMPANY AND THE PARENTS


 


The Company, the Parents and
Unilever U.S., have duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of unsecured
debentures, notes or other evidences of indebtedness (herein called the “Debt
Securities”), to be issued in one or more series by any of the Company or
Unilever N.V., in registered form without coupons or in bearer form with
interest coupons attached (except in the case of Debt Securities that do not
pay current interest), 


 


11

















 


the amount and terms of each
such series to be determined as hereinafter provided.


 


All things necessary to make
this Indenture a valid agreement of the Company, each Parent and
Unilever U.S., in accordance with its terms, have been done.


 


RECITALS OF EACH OF THE GUARANTORS


 


Each Guarantor desires to
make the Guarantees provided for herein.


 


All things necessary to make
this Indenture a valid agreement of each such Guarantor, in accordance with its
terms, have been done.


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE I


 


Definitions and Other
Provisions of General Application


 


SECTION 1.01.  Definitions.  For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:


 


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


 


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


 


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


 


12

















 


Certain terms, used
principally in Articles VI, X and XIII, are defined in those Articles.


 


“Act”, when used with
respect to any Holder, has the meaning specified in Section 1.04.


 


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


 


“Annual Accounts of
Unilever PLC and Unilever N.V.” means, respectively, the accounts of
Unilever PLC and Unilever N.V. containing financial information published
annually by Unilever PLC and Unilever N.V., respectively, and sent to
their shareholders in accordance with the law or such other annually published
similar information as may be published by Unilever PLC or Unilever N.V.
in substitution for the foregoing.


 


“Attributable Debt”
means, as to any particular lease under which either Parent or any Restricted
Subsidiary is at any time liable as lessee and at any date as of which the
amount thereof is to be determined, the total net obligations of the lessee for
rental payments during the remaining term of the lease (including any period
for which such lease has been extended or may, at the option of the lessor, be
extended) discounted from the respective due dates thereof to such date at a
rate per annum equivalent to the lesser of (a) the weighted average Yield
to Maturity of the Outstanding Debt Securities hereunder, such average being
weighted by the principal amount of the Debt Securities of each series or, in
the case of Original Issue Discount Securities, such amount to be the principal
amount of such Outstanding Original Issue Discount Securities 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 5.02, and (b) the
interest rate inherent in such lease (as determined in good faith by the
Parents), both to be compounded semi-annually.


 


13

















 


“Authenticating Agent”
means any Person authorized by the Trustee pursuant to Section 6.14 to act
on behalf of the Trustee to authenticate Debt Securities.


 


“Authorized Newspaper”
means a newspaper in an official language of the country of publication
customarily published at least once a day for at least five days in each
calendar week and of general circulation in the place or places in connection
with which the term is used, which, in the United Kingdom, will be the Financial
Times of London if practicable, in the United States will be The Wall
Street Journal if practicable, and in the Netherlands will be Het
Financieele Dagblad if practicable and if it shall be impractical in the
opinion of the Trustee to make any publication of any notice required hereby in
any such newspapers, shall mean any publication or other notice in lieu thereof
which is acceptable to the Trustee.


 


“Board of Directors”,
when used with reference to the Company, Unilever N.V., Unilever PLC
or Unilever U.S., means either the board of directors, or any committee of
such board duly authorized to act with respect hereto, of the Company,
Unilever N.V., Unilever PLC or Unilever U.S., as the case may
be.


 


“Board Resolution”,
when used with reference to the Company, Unilever N.V., Unilever PLC or
Unilever U.S., means a copy of a resolution certified by the Secretary or a
Deputy or Assistant Secretary of the Company or of Unilever PLC or
Unilever U.S. and, in the case of Unilever N.V., any two persons
authorized under its Articles of Association so to certify, as the case may be,
to have been duly adopted by the Board of Directors and to be in full force and
effect on the date of such certification and delivered to the Trustee.


 


“Business Day” means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in The City of New York, New York, in
London, England or in Rotterdam, The Netherlands are generally authorized or
obligated by law or executive order to close.


 


“Capital Employed”
means the combined capital and reserves, outside interests in group companies,
creditors due after more than one year and provisions for liabilities and
charges, as shown on the combined consolidated balance sheet of the Parents and
their respective Subsidiaries as 


 


14

















 


published in the most recent
Annual Accounts of Unilever PLC and Unilever N.V.


 


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


 


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


 


“Corporate Trust Office”
means the principal office of the Trustee in New York, New York at
which at any particular time its corporate trust business shall be
administered.


 


The term “corporation”
includes corporations, associations, companies, joint stock companies and
business trusts.


 


“Coupon” or “Coupons”
means any interest coupon or coupons, as the case may be, appertaining to any
Debt Securities.


 


“Debt”
means any indebtedness for money borrowed.


 


“Debt Securities” has
the meaning set forth in the first recital of the Company and the Parents
herein.


 


“Defaulted Interest”
has the meaning specified in Section 3.07.


 


“Depository”
has the meaning set forth in Section 3.12.


 


“Discharged”
has the meaning set forth in Section 14.01.


 


“endorsed” means, as
to any Guarantee, to set forth on the reverse of any Debt Security.


 


“Event of Default”
has the meaning specified in Section 5.01.


 


15

















 


“Exchange Act” means
the Securities Exchange Act of 1934 and any statute successor thereto, in each
case as amended from time to time.


 


“Exchange
Date” has the meaning specified in Section 3.12.


 


“Foreign Currency”
means a currency or cash issued by the government of any country other than the
United States of America or units based on or relating to such currencies
(including European Currency Units) (such Units, including European Currency
Units, being hereinafter referred to as “basket currencies”).


 


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


 


“Global Security”
means for any Debt Securities of a particular series, a temporary global
security in bearer form without interest coupons, in such form as shall be
established by or pursuant to action or the authority of the Board of Directors
of the Company, Unilever N.V., Unilever PLC or Unilever U.S., as the
case may be, interests in which may be exchanged as described in Section 3.12
for Debt Securities of such series in definitive form.


 


“Guarantee” means any
guarantee of any Guarantor endorsed on a Debt Security authenticated and
delivered pursuant to this Indenture and shall include the guarantees set forth
in Section 2.02.


 


“Guarantors” means
the Persons named as “Guarantors” in the first paragraph of this Indenture
until, in the case of any Guarantor, a successor corporation shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter “Guarantors”
shall include such successor corporation.


 


16

















 


“Holder” means a
Person who shall at the time be the bearer of any bearer Debt Security or in
whose name a registered Debt Security is registered in the Security Register.


 


“Indenture” means
this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include the terms
and forms of particular series of Debt Securities established pursuant to Section 3.01.


 


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


 


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


 


“Investment Company Act”
means the Investment Company Act of 1940 and any statute successor thereto, in
each case as amended from time to time.


 


“Issuer” means the
issuer of any series of Debt Securities issued under this Indenture, whether
the Company or Unilever N.V.


 


“Issuer Request” and “Issuer
Order” mean, respectively, a written request or order delivered to the
Trustee and signed in the name of the Company, Unilever N.V., Unilever PLC
or Unilever U.S. by, (i) in the case of the Company or
Unilever U.S., its President or a Vice President, and by its Treasurer, an
Assistant Treasurer, its Secretary or an Assistant Secretary, or (ii) in
the case of Unilever N.V., any person or persons authorized pursuant to
its Articles of Association to represent Unilever N.V. or, (iii) in
the case of Unilever PLC, a Director, the Secretary, the Deputy Secretary or
any Assistant Secretary, or (iv) in the case of any Parent, any other
person thereunto duly authorized; provided that in the case of (ii) and
(iv), any person signing such Issuer Request or Issuer Order shall represent
that he or she is duly authorized to sign such Request or Order and The Bank of
New York shall not be required to undertake any 


 


17

















 


independent investigation of
its own to verify such authority.


 


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


 


“Netherlands” mean
the European part of the Kingdom of The Netherlands.


 


“Notice of Default”
means a written notice of the kind specified in Section 5.01(4).


 


“N.V. Shares” means
the Ordinary Shares, Fl. 4 par value, of Unilever N.V., as the same
exists on the date of execution and delivery of this Indenture or as such
shares may be reconstituted from time to time.


 


“Officers’ Certificate”
means a certificate delivered to the Trustee and signed, in the case of the
Company or Unilever U.S., by the President or a Vice President, and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, or,
in the case of Unilever N.V., any person or persons authorized pursuant to
its Articles of Association to represent Unilever N.V. or, in the case of
Unilever PLC, by a Director, the Secretary, the Deputy Secretary or any
Assistant Secretary, or, in the case of a Subsidiary of either Parent or
Unilever U.S. (other than the Company), by an officer or officers holding
similar positions.  One of the officers
signing an Officers’ Certificate given on behalf of the Company, any Parent or
Unilever U.S. pursuant to Section 10.08 shall be the principal
executive, financial or accounting officer of the Company, Parent or
Unilever U.S., as the case may be.


 


“Opinion of Counsel”
means a written opinion of legal advisors, who may be legal advisors for the
Company, either Parent or Unilever U.S. or other legal advisors and
delivered to the Trustee.


 


“Original Issue Discount
Security” means any Debt Security which provides for an amount less than
the principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.02.


 


18














 


“Outstanding”, when used with respect
to Debt Securities or any series of Debt Securities means, as of the date of
determination, all Debt Securities or all Debt Securities of such series, as
the case may be, theretofore authenticated and delivered under this Indenture except:


 


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


 


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


 


(iii) Debt Securities as to which Discharge has been effected
pursuant to Section 14.01(a); and


 


(iv) Debt Securities which have been paid pursuant to Section 3.06
or in exchange for or in lieu of which other Debt Securities have been
authenticated and delivered pursuant to this Indenture, other than any such
Debt Securities in respect of which there shall have been presented to the
Trustee proof satisfactory to it that such Debt Securities are held by a bona
fide purchaser in whose hands such Debt Securities are valid obligations of the
Company, Unilever N.V. or Unilever PLC, as the case may be;


 


provided, however,
that in determining whether the Holders of the requisite principal amount of
the Outstanding Debt Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder (i) Debt Securities
beneficially owned by the Company, either Parent or Unilever U.S. or any
other obligor upon the Debt Securities or any Affiliate of the Company, either
Parent or Unilever U.S. or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization, 


 


19

















 


direction, notice, consent or waiver, only
Debt Securities which a Responsible Officer of the Trustee actually knows to be
so beneficially owned shall be so disregarded; provided further, however,
that Debt Securities so beneficially owned which have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes the pledgee’s
right so to act with respect to such Debt Securities and that the pledgee is
not the Company, either Parent or Unilever U.S. or any other obligor upon
the Debt Securities or any Affiliate of the Company, either Parent or
Unilever U.S. or such other obligor, and (ii) the principal amount of
an Outstanding Original Issue Discount Security that shall be deemed to be
Outstanding shall be in the amount that would be due and payable as of the date
of such determination upon a declaration of acceleration of maturity thereof
pursuant to Section 5.02.


 


“Parents” means the Persons named as “Parents”
in the first paragraph of this Indenture until, in the case of any Parent, a successor
corporation shall have become such pursuant to the applicable provisions of
this Indenture, and thereafter “Parents” shall include such successor
corporation.


 


“Paying Agent” means any Person (which
may include the Company, either Parent or Unilever U.S.) authorized by the
Company or either Parent, as the case may be, to pay the principal of (and
premium, if any) or any interest on any Debt Securities on behalf of the
Company or either Parent, as the case may be.


 


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


 


“Place of Payment”, when used with
respect to the Debt Securities of any series, means the place or places where
the principal of (and premium, if any) and any interest on the Debt Securities
of that series are payable as specified pursuant to Section 3.01, or if
not so specified, as specified in Section 10.02.


 


“Predecessor Debt Security” of any
particular Debt Security means every previous Debt Security evidencing all or a
portion of the same debt as that evidenced by such particular Debt Security;
and, for the purposes of this definition, any Debt Security authenticated and
delivered 


 


20

















 


under Section 3.06 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Debt Security
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or
stolen Debt Security.


 


“Principal Property” means any
manufacturing or processing plant or warehouse located in the United States of
America, the United Kingdom or Canada, owned or leased by either Parent or any
Restricted Subsidiary, other than (i) any such property which, in the
opinion of the Board of Directors of the Parents, is not of material importance
to the total business conducted by the Parents and their Subsidiaries and
associated companies or (ii) any portion of any such property which, in
the opinion of the Board of Directors of the Parents, is not of material
importance to the use or operation of such property.


 


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


 


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


 


“Regular Record Date” for the interest
payable on any Interest Payment Date on registered Debt Securities of any
series means the date specified for that purpose pursuant to Section 3.01.


 


“Responsible Officer”, when used with
respect to the Trustee, means any vice president, any assistant treasurer, any
trust officer or assistant trust officer, or any other officer of the Trustee
customarily performing functions similar to those performed by any of the
above-designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject and who
shall have direct responsibility for the administration of this Indenture.


 


“Restricted Subsidiary” means any
Subsidiary (i) substantially all of the property of which is located, and
substantially all of the operations of which are conducted, in the United
States of America, the United Kingdom or Canada, and (ii) which owns or
leases a Principal Property.


 


21

















 


“Securities Act” means the Securities
Act of 1933 and any statute successor thereto, in each case as amended from
time to time.


 


“Security Register” and “Security
Registrar” have the respective meanings specified in Section 3.05.


 


“Senior Debt” when used with reference
to any Issuer or any Guarantor, means the principal of, premium, if any, and
interest, if any, which is due and payable on: (a) all indebtedness of
such Issuer or such Guarantor, as the case may be (other than the subordinated
Debt Securities or the Guarantees appertaining thereto), whether outstanding on
the date of execution of this Indenture or thereafter created, incurred or
assumed, which (i) is for money borrowed, (ii) is evidenced by a
note, debenture, bond or similar instrument, whether or not for money borrowed,
(iii) constitutes obligations under any agreement to lease, or any lease
of, any real or personal property which are required to be capitalized on the
balance sheet of lessee in accordance with generally accepted United Kingdom
and Dutch accounting principles applicable in the preparation of the most
recent audited financial statements of such Issuer or such Guarantor or made as
part of any sale and leaseback transaction to which such Issuer or such
Guarantor is a party, or (iv) constitutes purchase money indebtedness; (b) any
indebtedness of others of the kinds described in the preceding clause (a) for
the payment of which such Issuer or such Guarantor, as the case may be, is
responsible or liable as guarantor or otherwise; and (c) amendments,
renewals, extensions and refunding of any such indebtedness; unless in any
instrument or instruments evidencing or securing such indebtedness or pursuant
to which the same is outstanding, or in any such amendment, renewal, extension
or refunding, it is provided that such indebtedness is subordinate to all other
indebtedness of such Issuer or such Guarantor, as the case may be, or that such
indebtedness is not superior in right of payment to the subordinated Debt
Securities or the Guarantees; provided, however, that Senior Debt
shall not be deemed to include any obligation of any Issuer or any Guarantor to
any Subsidiary or to either Parent.


 


“Special Record Date” for the payment
of any Defaulted Interest in respect of registered Debt Securities means a date
fixed by the Trustee pursuant to Section 3.07.


 


22

















 


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


 


“Subsidiary” means any corporation
which qualifies to be included as a group company of either Parent in the
combined consolidated balance sheet of the Parents and their respective
Subsidiaries as published in the most recent Annual Accounts of Unilever PLC
and Unilever N.V.


 


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


 


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


 


“United Kingdom” means the United
Kingdom of Great Britain and Northern Ireland.


 


“United States Alien” means any
corporation, individual, fiduciary or partnership that is, as to the United
States of America, a foreign corporation, a nonresident alien individual, a
nonresident alien fiduciary of a foreign estate or trust, or a foreign
partnership if one or more of its members is, as to the United States of
America, a foreign corporation, nonresident alien individual or nonresident
alien fiduciary of a foreign estate or trust.


 


23

















 


“United States of America” includes
the States and the District of Columbia, its territories, its possessions and
other areas subject to its jurisdiction.


 


“U.S. Governmental Obligations” means
noncallable (i) direct obligations of the United States of America for
which its full faith and credit are pledged and/or (ii) 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 of the United States of
America, and shall also include a depository receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act) as custodian with
respect to any such U.S. Government Obligation or a specific payment of
principal of or interest on any such U.S. Government Obligation held by such
custodian for the account of the holder of such 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
or the specific payment of principal of or interest on the U.S. Government
Obligation evidenced by such depository receipt.


 


“U.S. Person” means a citizen or
resident of the United States of America, a corporation, partnership or other
entity created or organized in or under the laws of the United States of
America and an estate or trust the income of which is subject to United States
Federal income taxation regardless of its source.


 


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


 


“Voting Stock” shall mean stock or
shares, as the case may be, of any class or classes, however designated, having
ordinary voting power for the election of a majority of the board of directors
of a corporation, other than stock or shares, as the case may be, having such
power only by reason of the happening of a contingency.


 


“Yield to Maturity” means the yield to
maturity, calculated at the time of issuance of a series of Debt 


 


24

















 


Securities or, if
applicable, at the most recent redetermination of interest on such series and
calculated in accordance with generally accepted financial practice in the
United States of America.


 


SECTION 1.02.  Compliance Certificates and Opinions.  Upon any application or request by the
Company, either Parent or Unilever U.S., as the case may be, to the Trustee
to take any action under any provision of this Indenture, the Company, either
Parent or Unilever U.S., as the case may be, shall furnish to the Trustee
such certificates and opinions as may be required under the Trust Indenture
Act.  Each such certificate or opinion
shall be given in the form of an Officers’ Certificate, if to be given by an
officer, or an Opinion of Counsel, if to be given by counsel, and shall comply
with the requirements of the Trust Indenture Act and any other requirements set
forth in this Indenture.


 


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


 


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


 


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


 


(3) a statement that, in the opinion of each such 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


 


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


 


SECTION 1.03.  Form of Documents Delivered to
Trustee.  In any case where several
matters are required to be certified by, or covered by an opinion of, any
specified Person, it is not necessary that all such matters be certified by, or
covered by the opinion of, only one such Person, or that they be so certified
or covered by only one 


 


25

















 


document, but one such
Person may certify or give an opinion with respect to some matters and one or
more other such Persons as to other matters, and any such Person may certify or
give an opinion as to such matters in one or several documents.


 


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


 


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


 


SECTION 1.04.  Acts of Holders.  (a)  Any request, demand,
authorization, direction, notice, consent, waiver, proxy or other action
provided by this Indenture to be given or taken by Holders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such Holders in person or by agent duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee and, when it is
hereby expressly required, to the Company, each Parent and
Unilever U.S.  Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of the Holders signing such instrument or
instruments.  Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any 


 


26

















 


purpose of this Indenture
and (subject to Section 6.01) conclusive in favor of the Trustee and the
Company, each Parent and Unilever U.S., if made in the manner provided in
this Section.


 


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


 


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


 


(d)  The
ownership of a bearer Debt Security and the principal amount and serial number
of such Debt Security and the date of holding the same, may be proved by the production
of such Debt Security or by a certificate executed by any trust company, bank,
banker or securities dealer satisfactory to the Trustee if such certificate
shall be deemed by the Trustee to be satisfactory.  Each such certificate shall be dated, and
shall state that on the date thereof a bearer Debt Security of a particular
series of a specified principal amount and bearing a specified serial number
was deposited with or exhibited to such trust company, bank, banker or
securities dealer by the Person named in such certificate.  Any such certificate may be issued in respect
of one or more Debt Securities specified therein.  The holding by the Person named in any such certificate
of any Debt Security specified therein shall be presumed to continue for a
period of one year from the date of such certificate unless at the time of any
determination of such holding (1) another certificate bearing the same or a
later date issued in respect of the same Debt Security shall be produced, (2) the
Debt Security specified in such certificate shall be produced by some other
Person, or


 


27

















 


(3) the
Debt Security specified in such certificate shall have ceased to be
Outstanding.


 


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


 


If the Company, either Parent or
Unilever U.S. shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other act, the Company,
either Parent or Unilever U.S. may, at its option, by or pursuant to a
Board Resolution, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company, either Parent or Unilever U.S.
shall have no obligation to do so.  If
such a record date is fixed, such request, demand, authorization, direction,
notice, consent, waiver or other Act may be given before or after such record
date, but only the Holders of record at the close of business on such record
date shall be deemed to be Holders for the purposes of determining whether
Holders of the requisite proportion of outstanding Debt Securities have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other act and for that purpose the
Outstanding Debt Securities shall be computed as of such record date; provided
that no such authorization, agreement or consent by the Holders on such record
date shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the record date.


 


SECTION 1.05.  Notices, Etc., to Trustee, Company, the
Parents or Unilever U.S.  Any
request, demand, authorization, direction, notice, consent, waiver or other Act
of Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with,


 


(1) the Trustee by any Holder or by the Company, either Parent or
Unilever U.S. shall be sufficient for 


 


28

















 


every
purpose hereunder if made, given, furnished or filed in writing (which may be
via facsimile) to or with the Trustee at its Corporate Trust Office, or


 


(2) the Company, either Parent or Unilever U.S. by the
Trustee or by any Holder shall be sufficient for every purpose hereunder
(unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, addressed to it at the address of its principal
office specified in the first paragraph of this Indenture (unless another
address has been previously furnished in writing to the Trustee) with a copy to
each Guarantor (either or both Parents and Unilever U.S., as the case may
be) and addressed in the case of each such Guarantor to it at the respective
address of its registered or principal office, as the case may be, specified in
the first paragraph of this Indenture (unless another address has been
previously furnished in writing to the Trustee by any such Guarantor, in which
case at the last such address).


 


SECTION 1.06.  Notice to Holders; Waiver.  When this Indenture provides for notice to
Holders of any event, such notice shall be sufficiently given (unless otherwise
herein expressly provided) if (i) in writing and mailed, first-class
postage prepaid, to each Holder of a Debt Security affected by such event in
the manner and to the extent provided in Section 7.03 with respect to
reports pursuant to Section 7.03, and (ii) if Outstanding bearer Debt
Securities are affected by such event, published at least once in an Authorized
Newspaper in London, England and Rotterdam, The Netherlands not later than the
latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. 
When notice to Holders is given by mail, neither the failure to mail
such notice, nor any defect in any notice so mailed, to any particular Holder
shall affect the sufficiency of such notice with respect to other Holders.  Where this Indenture provides for notice in
any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice.  Waivers
of notice by Holders shall be filed with the Trustee, but such filing shall not
be a condition precedent to the validity of any action taken in reliance upon
such waiver.


 


29














 


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


 


SECTION 1.07.  Conflict with Trust Indenture Act.  If any provision hereof limits, qualifies or
conflicts with a provision of the Trust Indenture Act which is required under
such Act to be a part of and govern this Indenture, the latter provision shall
control.  If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act which
may be so modified or excluded, the latter provision shall be deemed to apply
to this Indenture as so modified or to be excluded, as the case may be.


 


SECTION 1.08.  Effect of Headings and Table of Contents.  The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.


 


SECTION 1.09.  Successors and Assigns.  All covenants and agreements in this
Indenture by the Company, the Parents or Unilever U.S. shall bind their
respective successors and assigns, whether so expressed or not.


 


SECTION 1.10.  Separability Clause.  In case any provision in this Indenture or in
the Debt Securities, the Guarantees or the Coupons shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


SECTION 1.11.  Benefits of Indenture.  Nothing in this Indenture or in the Debt
Securities, the Guarantees or the Coupons, express or implied, shall give to
any Person, other than the parties hereto and their successors and assigns
hereunder, the Holders of Debt Securities, the holders of Coupons and the
holders of Senior Debt, any benefit or any legal or equitable right, remedy or
claim under this Indenture.


 


SECTION 1.12.  Governing Law.  This Indenture and the Debt Securities, the
Guarantees and the Coupons and any transfer or disposition of registered Debt
Securities and the Guarantees endorsed thereon shall be governed by and 


 


30

















 


construed in accordance with
the laws of the State of New York, except that the authorization of this
Indenture, the Debt Securities and the Coupons shall be governed by the laws of
the respective jurisdictions of organization of the Company, each Parent and
Unilever U.S., as the case may be, the authorization of the Guarantees shall
be governed by the laws of the jurisdiction of organization of each respective
Guarantor and the execution of the Guarantees shall be governed by the laws of
the jurisdiction of organization of the Company or either Parent, as the case
may be.


 


SECTION 1.13.  Saturdays, Sundays and Legal Holidays.  The terms of the Debt Securities (and
Coupons, if any) shall provide that, in any case where any Interest Payment
Date, Redemption Date or Stated Maturity of a Debt Security shall not be a
Business Day in a Place of Payment, then payment of any interest (and premium,
if any) or principal need not be made in such Place of Payment on such date,
but may be made on the next succeeding Business Day in such Place of Payment
(or such other Business Day in a Place of Payment as shall be provided in such
Debt Security or Coupon) with the same force and effect as if made on such
Interest Payment Date or Redemption Date, or at such Stated Maturity, provided
that no interest shall accrue for the period from and after such Interest
Payment Date, Redemption Date or Stated Maturity, as the case may be.


 


SECTION 1.14.  Appointment of Agent for Service.  Each of the Company, the Parents and
Unilever U.S. hereby designates and appoints Unilever U.S. at its
office at 390 Park Avenue, New York, NY 10022 as its authorized
agent upon which process may be served in any suit, action or proceeding in any
Federal or State court in the Borough of Manhattan, The City of New York,
arising out of or relating to the Debt Securities, the Guarantees, the Coupons
or this Indenture, but for that purpose only, and agrees that service of
process upon Unilever U.S., directed to the attention of its Legal
Department and written notice of said service given by the Person serving the
same to it, addressed as provided in Section 1.05, shall be deemed in
every respect effective service of process upon it in any such suit, action or
proceeding.  Such appointment shall be
irrevocable so long as any of the Debt Securities remain Outstanding until the
appointment of a successor by the Company, either Parent or Unilever U.S.,
as the case may be, and such successor’s acceptance of such appointment.  


 


31

















 


Unilever U.S. hereby
agrees to give each of the Company and the Parents notice of any process served
upon it as provided in this Section 1.14. 
Each of the Company, the Parents and Unilever U.S. hereby submits
(for the purposes of any such suit, action or proceeding) to the nonexclusive
jurisdiction of any such court in which any such suit, action or proceeding is
so instituted, and waives, to the extent it may effectively do so, any
objection it may have now or hereafter to the laying of the venue of any such
suit, action or proceeding.


 


ARTICLE II


 


Debt Security Forms


 


SECTION 2.01.  Forms Generally.  The Debt Securities of each series and the
Coupons, if any, to be attached thereto shall be in such forms as shall be
established by or pursuant to action of the Board of Directors of the Company
or Unilever N.V., as the case may be, in its capacity as Issuer of any
series of Debt Securities issued hereunder or in one or more indentures
supplemental hereto, pursuant to Section 3.01.


 


The Guarantees by the Guarantors to be
endorsed on the Debt Securities of each series shall be substantially in the
form set forth in Section 2.02, or as shall be established by or pursuant
to the authority of each Guarantor’s Board of Directors, or in one or more
indentures supplemental hereto, pursuant to Section 3.01.


 


The Trustee’s certificates of authentication
shall be in substantially the form set forth in Section 2.03 or Section 6.14.


 


The Debt Securities, the Guarantees and the
Coupons may have such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed, engraved or
otherwise reproduced thereon as the Company, the Parents or Unilever U.S.,
as the case may be, in its capacity as Issuer of any series of Debt Securities
issued hereunder may deem appropriate and as are not inconsistent with the
provisions of this Indenture, or as may be required to comply with any
applicable law or with any applicable rule or regulation made pursuant
thereto or with any applicable rule or regulation of any securities
exchange on which the 


 


32

















 


Debt Securities, the
Guarantees or the Coupons, as the case may be, may be listed, or to conform to
usage.


 


SECTION 2.02.  Guarantee by Guarantors; Form of
Guarantee.  Each Guarantor (whether
one or both Parents and Unilever U.S., as the case may be) by its execution of
this Indenture hereby agrees with each Holder of a Debt Security of each series
authenticated and delivered by the Trustee, and with each holder of any Coupon
appertaining to any such Debt Security, and with the Trustee on behalf of each
such Holder and each such holder, to be jointly and severally unconditionally
bound by the terms and provisions of the Guarantee set forth below and
authorizes the Company or either Parent, as the case may be, in the name and on
behalf of such Guarantor, to confirm such Guarantee to the Holder of each such
Debt Security by its execution and delivery of each such Debt Security, with
such Guarantee endorsed thereon, authenticated and delivered by the Trustee.  When delivered pursuant to the provisions of Section 3.03
and, if applicable, Section 3.12 hereof, the Guarantees so set forth on
the Debt Securities shall bind each such Guarantor notwithstanding the fact
that such Guarantee does not bear the signature of any such Guarantor.  For purposes of this Section 2.02 the
term Debt Securities shall also include, unless the context may otherwise
require, any Global Security.


 


Guarantees to be endorsed on the Debt
Securities shall, subject to Section 2.01, be in substantially the form
set forth below depending on whether the issuer of such Debt Securities shall
be the Company or Unilever N.V.:


 


Guarantee


 


For value received, [UNILEVER N.V., a
corporation organized under the laws of the Netherlands having its registered
office at Rotterdam, the Netherlands,] [UNILEVER PLC, a company organized under
the laws of Great Britain and registered in England,] and UNILEVER UNITED
STATES, INC., a corporation organized under the laws of the State of Delaware
(herein individually called a “Guarantor” and collectively called the “Guarantors”,
which terms include any successor corporation under the Indenture referred to
in the Debt Security upon which this Guarantee is endorsed), hereby jointly and
severally unconditionally guarantee to the Holder of the Debt Security upon
which this Guarantee is endorsed, the holder of any Coupon appertaining thereto
and to the Trustee on behalf of each 


 


33

















 


such Holder or holder the
due and punctual payment of the principal of, premium, if any, any interest on
such Debt Security and the due and punctual payment of the sinking fund or
analogous payments referred to therein, if any, when and as the same shall
become due and payable, whether at the Stated Maturity, by declaration of
acceleration, call for redemption or otherwise, according to the terms thereof
and of the Indenture referred to therein, and to the Trustee any and all
amounts due it under the Indenture.  In
case of the failure of [Unilever Capital Corporation, a corporation organized
under the laws of the State of Delaware (herein called the “Company”, which
term includes any successor corporation under such Indenture)]
[Unilever N.V.], punctually to make any such payment of principal,
premium, if any, or any interest or any sinking fund or analogous payment, each
Guarantor hereby agrees to cause any such payment to be made punctually when
and as the same shall become due and payable, whether at the Stated Maturity or
by declaration of acceleration, call for redemption or otherwise, and as if
such payment were made by the [Company] [Unilever N.V.].


 


[If the Debt Security is of a convertible
series as provided in Article XV of the Indenture, insert – For value
received, Unilever PLC and Unilever U.S. hereby jointly and severally
unconditionally guarantee to the Holder of the Debt Security upon which this
Guarantee is endorsed, and to the Trustee on behalf of such Holder, the due and
punctual payment by [the Company] of all sums payable to the Trustee pursuant
to Section 15.03 of such Indenture in connection with the conversion of
such Debt Security.  In case of the
failure of [the Company] punctually to make any such payment pursuant to such
Indenture, Unilever PLC and Unilever U.S. hereby agrees to cause such
payment to be made punctually when and as the same shall become due and
payable, as if such payment were made by [the Company].  Unilever N.V. does not guarantee the
payment of any sums payable to the Trustee pursuant to Section 15.03 of
such Indenture in connection with the conversion of such Debt Security.]


 


Each Guarantor jointly and severally hereby
agrees, pursuant to such Indenture, to provide for the payment of additional
interest in respect of taxes, assessments or other governmental charges of the
United Kingdom or the Netherlands or, if applicable, the United States of
America (or any political subdivision or taxing 


 


34

















 


authority of or in the
United Kingdom or the Netherlands, or, if applicable, the United States of
America, as the case may be) that shall at any time be required by the United
Kingdom or the Netherlands or, if applicable, the United States of America (or
any such subdivision or authority) to be deducted or withheld on or with respect
to payments by the Company, Unilever N.V., Unilever PLC or
Unilever U.S., as the case may be.


 


Each Guarantor hereby agrees that its
obligations hereunder shall be as if it were principal debtor and not merely
surety, and shall be absolute and unconditional, irrespective of, and shall be
unaffected by, any invalidity, irregularity or unenforceability of such Debt
Security or Coupon or such Indenture, any failure to enforce the provisions of
such Debt Security or Coupon or such Indenture, or any waiver, modification or
indulgence granted to [the Company] [Unilever N.V.] with respect thereto,
by the Holder of such Debt Security or the holder of such Coupon or the Trustee
or any other circumstance which may otherwise constitute a legal or equitable discharge
of a surety or guarantor; provided, however, that,
notwithstanding the foregoing, no such waiver, modification or indulgence
shall, without the consent of each such Guarantor, increase the principal
amount of such Debt Security, or increase any interest rate or rates thereon,
or increase any premium payable upon redemption thereof, or alter the stated
maturity thereof, or increase the principal amount of any Original Issue
Discount Security that would be due and payable upon a declaration of
acceleration of the maturity thereof pursuant to Section 5.02 of such
Indenture.  Each Guarantor hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of merger or bankruptcy of [the Company] [Unilever N.V.] any right
to require a proceeding first against [the Company] [Unilever N.V.],
protest or notice with respect to such Debt Security or Coupon or the
indebtedness evidenced thereby or with respect to any sinking fund or analogous
payment required under such Debt Security and all demands whatsoever, and
covenants that this Guarantee will not be discharged except by complete
performance of the obligations contained in such Debt Security or Coupon and
this Guarantee; provided, however, that each Guarantor receives
prompt written notice of any failure by [the Company] [Unilever N.V.] to
make any such payment of principal, premium, if any, or any interest or sinking
fund or analogous payment.


 


35

















 


[If the Debt Security is of a subordinated
series as provided in Article XVI, insert – The guarantee of each
Guarantor hereunder is, to the extent and in the manner provided in such
Indenture, subordinate and subject in right of payment to the prior payment in
full of all Senior Debt (as defined in such Indenture) of such Guarantor.  This Guarantee is issued subject to the
provisions of such Indenture with respect to such subordination, and each
Holder of such Debt Security and holder of such coupon, by accepting the same,
agrees to and shall be bound by such provisions.]


 


Each Guarantor shall be subrogated to all
rights of the Holder of such Debt Security, the holder of such Coupon and the
Trustee against [the Company] [Unilever N.V.] in respect of any amounts
paid to such Holder or holder by such Guarantor pursuant to the provisions of
this Guarantee; provided, however, that such Guarantor shall not
be entitled to enforce, or to receive any payments arising out of or based
upon, such right of subrogation until the principal of, premium, if any, and
any interest on all Debt Securities or Coupons, if any, of the same series
issued under such Indenture [If the Debt Security is of a convertible series
as provided in Article XV of the Indenture, insert – (other than Debt
Securities converted as provided in such Indenture)] shall have been paid in
full.


 


No reference herein to such Indenture and no
provision of this Guarantee or of such Indenture shall alter or impair the
guarantee of any Guarantor, which is absolute and unconditional, of the due and
punctual payment of the principal of, premium, if any, and any interest on, and
sinking fund or analogous payments with respect to, the Debt Securities upon
which this Guarantee is endorsed or Coupon appertaining thereto.  [If the Debt Security is of a convertible
series as provided in Article XV of the Indenture, insert – and, in
the case of [Unilever PLC and] Unilever U.S., of all sums payable by [the
Company] [Unilever N.V.] to the Trustee pursuant to Section 15.03 of
such Indenture in connection with the conversion of such Debt Security.]


 


This Guarantee shall not be valid or
obligatory for any purpose until the certificate of authentication of such Debt
Security shall have been manually executed by or on behalf of the Trustee under
such Indenture.  [The Company]
[Unilever N.V.] [Unilever PLC] has been duly 


 


36

















 


authorized to execute this
Guarantee on behalf of each Guarantor.


 


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


 


This Guarantee shall be deemed to be a
contract made under the laws of the State of New York, and for all
purposes shall be governed by and construed in accordance with the laws of the
State of New York, except that the authorization of this Guarantee shall
be governed by the laws of the respective jurisdictions of organization of each
Guarantor and the execution of this Guarantee shall be governed by the laws of
the jurisdiction of organization of [the Company] (Unilever N.V.]
[Unilever PLC].


 


Executed
and dated the date on the face hereof.


 


SECTION 2.03.  Form of Trustee’s Certificate of
Authentication.  The Trustee’s
certificate of authentication shall be in substantially the following form:


 


Certification of Authentication


 


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


 


	
   

  	
  THE
  BANK OF NEW YORK, as

  Trustee,

  
	
   

  	
   

  
	
   

  	
  by

  
	
   

  	
   

  
	
   

  	
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  Dated:

  	
   

  



 


ARTICLE III


 


The Debt Securities


 


SECTION 3.01.  Amount Unlimited; Issuable in Series.  The aggregate principal amount of Debt
Securities which may be authenticated and delivered under this 


 


37

















 


Indenture is unlimited.  The Debt Securities may be issued in one or
more series.


 


There shall be established by or pursuant to
action of the Board of Directors of the Company or Unilever N.V., as the
case may be and by or pursuant to the authority of the Board of Directors of
each Guarantor, as appropriate, or established in one or more indentures
supplemental hereto, prior to the initial issuance of Debt Securities of the
applicable Issuer of any series,


 


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


 


(2) any limit upon the aggregate principal amount of the Debt
Securities of the series which may be authenticated and delivered under this
Indenture (except for Debt Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Debt
Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06 or
11.07);


 


(3) the date or dates on which the principal of (and premium, if
any, on) the Debt Securities of the series is payable, which may be serial;


 


(4) the rate or rates at which the Debt Securities of the series
shall bear any interest or the manner of calculation of such rate or rates, if
any, the date and dates from which any such interest shall accrue, the Interest
Payment Dates on which any such interest shall be payable or the manner of
determination of such Interest Payment Dates and, in the case of registered
Debt Securities, the Regular Record Date for the interest payable on any
Interest Payment Date;


 


(5) the obligation, if any, of the Company or Unilever N.V.,
as the case may be or any Guarantor to pay additional interest in respect of
the withholding or deduction of taxes, assessments or other governmental
charges of the United States of America imposed upon payments under the Debt
Securities or Coupons by the Company or Unilever N.V., as the case may be
or any Guarantor to a United States Alien;


 


38

















 


(6) if other than as specified in Section 10.02, the place or
places where the principal of (and premium, if any) and any interest on Debt
Securities of the series shall be payable by the Company or Unilever N.V.
or the Guarantors, as the case may be;


 


(7) the period or periods within which, the price or prices at
which and the terms and conditions upon which, Debt Securities of the series
may be redeemed, in whole or in part, at the option of the Company or
Unilever N.V., as the case may be and, if other than by Board Resolution,
the manner in which such election by the Company or Unilever N.V., as the
case be, to redeem such Debt Securities shall be evidenced;


 


(8) the obligation, if any, of the Company or Unilever N.V.,
as the case may be to redeem or purchase any Debt Securities of the series pursuant
to any sinking fund or analogous provisions or at the option of a Holder
thereof and the period or periods within which, the price or prices at which,
and the terms and conditions upon which Debt Securities of the Series shall
be redeemed or purchased, in whole or in part, pursuant to such obligations
(except with respect to any redemption of Debt Securities pursuant to Section 11.08);


 


(9) Events of Default with respect to the Debt Securities of the
series and the remedies with respect thereto, if other than as specified
herein;


 


(10) if other than denominations of $1,000 and any integral
multiple thereof (in the case of registered Debt Securities) and $1,000 (in the
case of bearer Debt Securities), the denominations in which Debt Securities of
the series in each applicable form shall be issuable and, if less than $1,000,
the principal amount which shall be entitled to one vote pursuant to Section 13.05
hereof;


 


(11) whether the Debt Securities of the series, in whole or any
specified part, shall be defeasible pursuant to Article XIV and, if other
than by a Board Resolution, the manner in which any election by the Company or
any Parent to defease such Securities shall be evidenced;


 


39














 


(12) provisions, if any, for the Debt Securities of the series to
be convertible as provided in Article XV of this Indenture, including the
period or periods within which Debt Securities of such series may be converted
into N.V. Shares, the initial conversion price per N.V. Share, deliverable upon
such conversion and the denominations in which portions of Debt Securities of
such series may be converted, if other than denominations of $1,000 and any
integral multiple thereof;


 


(13) the attachment, if any, of stock, warrants, options or other
rights to purchase stock or other securities of the Company,
Unilever N.V., Unilever PLC or any other corporation;


 


(14) the Guarantee of the Debt Securities of such series pursuant
to Article II hereof and, if applicable, Section 3.12 hereof;


 


(15) if other than the principal amount thereof, the portion, or
the manner of calculation of such portion, of the principal amount of Debt
Securities of the series which shall be payable upon declaration of
acceleration of the Maturity thereof pursuant to Section 5.02, upon
redemption of Debt Securities of any series which are redeemable before their
Stated Maturity, or which the Trustee shall be entitled to claim pursuant to Section 5.04;


 


(16) whether the Debt Securities of the series will be issued in
registered form or in bearer form with Coupons attached or both and, if bearer
series will be issued, the date or dates thereof, whether bearer Debt
Securities of the series may be exchanged for registered Debt Securities of the
series, whether a Global Security will initially be executed and delivered, and
whether registered Debt Securities of the series may be exchanged, if permitted
under applicable laws and regulations, for bearer Debt Securities of the series
and the circumstance under which any such exchanges, if permitted, may be made
and whether the procedures set forth in Section 3.11 and Section 3.12
shall apply to bearer Debt Securities of any series;


 


40

















 


(17) provisions, if any, for the Debt Securities of the series to
be denominated, and payments thereon to be made, in Foreign Currencies;


 


(18) additional covenants, if any, of the Issuer for the benefit
of the Debt Securities of such series;


 


(19) provisions, if any, for the Debt Securities (and the
Guarantees endorsed thereon) to be subordinated to and subject in right of
payment to the prior payment in full of all Senior Debt of the Issuer or the
Guarantors, as the case may be, of such series of Debt Securities (whether the
Company or Unilever N.V.);


 


(20) any other terms of the series, which terms shall not be
inconsistent with the provisions of this Indenture; provided, however,
that the addition to, subtraction from or variation of Articles IV, V,
VIII, IX, X, XI, XIV and XV with regard to the Debt Securities of a particular
series shall not be deemed to constitute a conflict with the provisions of
those Articles to the extent permitted by the Trust Indenture Act; provided
further that no such addition to, subtraction from or variation shall
adversely affect the Holders of any other series of the Debt Securities;


 


(21) the form of Debt Securities of the series, the Guarantees to
be endorsed thereon and any Coupons appertaining thereto; and


 


(22) Applicable CUSIP Numbers. 
All Debt Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or
pursuant to the Board Resolution referred to above or in any such indenture
supplemental hereto.


 


When the forms of Debt Securities of any
series, Guarantees to be endorsed thereon and any Coupons to be attached
thereto, or any of the terms thereof are established by action taken by or
pursuant to the authority of the Board of Directors of the Company or Unilever N.V.,
as the case may be, or by or pursuant to the authority of the Board or
Directors of each Guarantor of such series, copies of Board Resolutions of the
Company or Unilever N.V., as the case may be, and of each Guarantor of 


 


41

















 


such series in respect
thereof shall be delivered to the Trustee at or prior to the delivery of the
Issuer Order pursuant to Section 3.03 for the authentication and delivery
of such Debt Securities.


 


SECTION 3.02.  Denominations.  Registered Debt Securities shall be issuable
in registered form without Coupons in such denominations as shall be specified
pursuant to Section 3.01.  In the
absence of any such specification with respect to registered Debt Securities of
any series, such Debt Securities shall be issuable in denominations of $1,000
and any integral multiple thereof. 
Bearer Debt Securities shall be issuable in bearer form with Coupons
attached (except in the case of Debt Securities that do not bear interest) in
such denominations as shall be specified pursuant to Section 3.01.  In the absence of any such specification with
respect to bearer Debt Securities of any series, such Debt Securities shall be
issuable in the denomination of $1,000.


 


SECTION 3.03.  Execution, Authentication, Delivery and
Dating.  The Debt Securities shall be
executed on behalf of the Company or Unilever N.V., as the case may be,
by, (i) in the case of the Company, its President or one of its Vice
Presidents, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant Secretaries or (ii) in the case of
Unilever N.V., any person or persons authorized pursuant to its Articles
of Association to represent Unilever N.V. or, (iii) in the case of
either Parent, any other person thereunto duly authorized.  The signature of any of these officers,
certified to the satisfaction of The Bank of New York, on the Debt
Securities may be manual or facsimile. 
Any Coupons attached to any bearer Debt Securities shall be executed in
the name of the Company or Unilever N.V., as the case may be, by the
facsimile signature of the Treasurer thereof.


 


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


 


42

















 


At any time and from time to time after the
execution and delivery of this Indenture, the Issuer may deliver Debt
Securities of any series executed by such Issuer having endorsed thereon
Guarantees of each Guarantor and, in the case of bearer Debt Securities, having
attached thereto appropriate Coupons, if any, to the Trustee for
authentication, together with an Issuer Order for the authentication and
delivery of such Debt Securities and an Issuer Order from each Guarantor
approving the delivery of the Guarantees endorsed thereon and the Trustee in
accordance with such Issuer Orders shall authenticate and deliver such Debt
Securities having such Guarantees endorsed thereon.  In authenticating such Debt Securities and
accepting the additional responsibilities under the Indenture in relation to
such Debt Securities the Trustee shall be entitled to receive, and (subject to Section 6.01)
shall be fully protected in relying upon, an Opinion of Counsel stating that the
form and terms thereof have been established in conformity with the provisions
of this Indenture and that such Debt Securities constitute the legal, valid,
binding and enforceable obligation of the Issuer thereof.


 


The Trustee shall not be required to authenticate
such Debt Securities if the issue of such Debt Securities pursuant to this
Indenture will affect the Trustee’s own rights, duties or immunities under the
Debt Securities or any Coupons and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.


 


Each registered Debt Security shall be dated
the date of its authentication unless otherwise provided by or pursuant to
action or the authority of the Board of Directors of the Company or
Unilever N.V., as the case may be, and by or pursuant to the action or
authority of the Board of Directors of each Guarantor, as appropriate or
established in one or more indentures supplemental hereto.


 


Each bearer Debt Security shall be dated the
date specified pursuant to Section 3.01 unless otherwise provided by or
pursuant to action or the authority of the Board of Directors of the Company or
Unilever N.V., as the case may be, and the Board of Directors of each
Guarantor, as appropriate, or established in one or more indentures supplemental
hereto.


 


No Debt Security or Guarantee endorsed
thereon or Coupon appertaining thereto shall be entitled to any 


 


43

















 


benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Debt
Security a certificate of authentication substantially in the form provided for
herein executed by or on behalf of the Trustee by manual signature, and such
certificate upon any Debt Security shall be conclusive evidence, and the only
evidence, that such Debt Security has been duly authenticated and delivered
hereunder and that such Debt Security, Guarantee or Coupon is entitled to the
benefits of this Indenture.  The delivery
of any Debt Security by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of the Guarantee endorsed thereon on
behalf of each Guarantor.


 


The Trustee shall not authenticate or deliver
any bearer Debt Securities until any matured Coupons appertaining thereto shall
have been detached and canceled, except as otherwise provided in Section 3.04,
3.05 or 9.06 or as permitted in Section 3.06.


 


Notwithstanding the foregoing, if any Debt
Security shall have been authenticated and delivered hereunder but never issued
and sold by the applicable Issuer, and the applicable Issuer shall deliver such
Debt Security to the Trustee for cancellation as provided in Section 3.09,
for all purposes of this Indenture such Debt Security shall be deemed never to
have been authenticated and delivered hereunder and shall never be entitled to
the benefits of this Indenture.


 


SECTION 3.04.  Temporary Debt Securities.  Pending the preparation of definitive Debt
Securities of any series, the Company or Unilever N.V., as the case may
be, may execute, and upon an Issuer Order the Trustee shall authenticate and
deliver, temporary Debt Securities substantially of the tenor of the definitive
Debt Securities in lieu of which they are issued, and having endorsed thereon
Guarantees of each Guarantor substantially of the tenor of the definitive
Guarantee, which Debt Securities and Guarantees may be printed, lithographed,
typewritten, photocopied or otherwise produced. 
Temporary Debt Securities may be issued as bearer Debt Securities with
or without Coupons attached thereto or as registered Debt Securities in any
authorized denomination, and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Debt
Securities and the directors or officers delivering such 


 


44

















 


Guarantees may determine,
all as evidenced by such execution or delivery, as the case may be.


 


If temporary Debt Securities of any series
are issued, the Issuer will cause definitive Debt Securities of such series to
be prepared without unreasonable delay. 
After the preparation of definitive Debt Securities of such series, the
temporary Debt Securities of such series shall be exchangeable for definitive
Debt Securities of such series upon surrender of the temporary Debt Securities
of such series (including any and all unmatured Coupons or matured Coupons in
default attached thereto) at the office or agency of the Issuer in a Place of
Payment for that series, without charge to the Holder.  Upon surrender for cancellation of any one or
more temporary Debt Securities of any series, the Issuer shall execute, and the
Trustee shall authenticate and deliver in exchange therefor, a like aggregate
principal amount of definitive Debt Securities of the same series of authorized
denominations having endorsed thereon Guarantees of each Guarantor and, in the
case of bearer Debt Securities, having attached thereto any appropriate
Coupons.  Until so exchanged, unless
otherwise provided therein or in a supplemental indenture relating thereto, the
temporary Debt Securities of any series shall in all respects be entitled to
the same benefits under this Indenture as definitive Debt Securities of such
series.


 


The provisions of this Section 3.04 are
subject to any restrictions or limitations on the issue and delivery of
temporary bearer Debt Securities of any series that may be established pursuant
to Section 3.01 (including any provision that bearer Debt Securities of
such series initially be issued in the form of a Global Security to be
delivered to a Depository of the Company or Unilever N.V., as the case may
be, located outside the United States of America and the procedures pursuant to
which definitive bearer Debt Securities of such series would be issued in
exchange for such Global Security).


 


SECTION 3.05.  Registration, Registration of Transfer and
Exchange.  Registered Debt Securities
of any series may be exchanged for a like aggregate principal amount of
registered Debt Securities of such series of other authorized denominations.  If bearer Debt Securities of any series are
issued in more than one authorized denomination, unless otherwise specified
pursuant to Section 3.01, bearer Debt Securities of one authorized
denomination may be exchanged for a like aggregate 


 


45

















 


principal amount of bearer
Debt Securities of other authorized denominations.  If Debt Securities of any series are issued
in both registered and bearer form, to the extent and under the circumstances
specified pursuant to Section 3.01, registered Debt Securities may be
exchanged, if permitted under United States of America tax law without adverse
consequences to the Company or Unilever N.V., as the case may be, or the
Holders, for a like aggregate principal amount of bearer Debt Securities of
such series of authorized denominations and bearer Debt Securities of such
series may be exchanged for a like aggregate principal amount of registered
Debt Securities of such series of authorized denominations.  The Debt Securities to be exchanged shall be
surrendered at an office or agency of the Company or Unilever N.V., as the
case may be, designated pursuant to Section 10.02 for such purpose, and
the Company or Unilever N.V., as the case may be, shall execute, and the
Trustee shall authenticate and deliver, in exchange therefor the Debt Security
or Debt Securities of the same series which the Holder making the exchange
shall be entitled to receive, each such Debt Security having endorsed thereon a
Guarantee of each Guarantor.  All bearer
Debt Securities surrendered for exchange shall have attached all unmatured
Coupons appertaining thereto, if any, and in case at the time of any such
exchange interest on such Debt Securities is in default, shall in addition have
attached all matured Coupons in default appertaining thereto.  In case a bearer Debt Security is surrendered
in exchange for a registered Debt Security after the close of business on any
Regular Record Date and before the opening of business on the next succeeding
Interest Payment Date, such bearer Debt Security shall be surrendered without
the Coupon relating to such Interest Payment Date and interest will not be
payable on such Interest Payment Date in respect of the registered Debt
Security issued in exchange for such bearer Debt Security, but will be payable
only to the Holder of such Coupon when due.


 


The Company or Unilever N.V., as the
case may be, shall cause to be kept in the Borough of Manhattan, The City of
New York a register (the register maintained in such office and in any
other office or agency of any Issuer in a Place of Payment being herein
sometimes collectively referred to as the “Security Register”) in which,
subject to such reasonable regulations as it may prescribe, the Issuer shall
provide for the registration of registered Debt Securities and of transfers of
such Debt Securities.


 


46














 


The Bank of New York
has been appointed initially as “Security Registrar” for the purpose of
registering Debt Series and transfers of Debt Securities as herein
provided.


 


Registered Debt Securities shall be
transferable only on the Security Register and only upon the execution by the
Holder of written instrument of transfer. 
Upon surrender for registration of transfer of any registered Debt
Security of any series at an office or agency of the Issuer of such Debt Security
designated pursuant to Section 10.02 for such purpose, the Issuer shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new registered Debt
Securities of the same series of any authorized denominations, of a like
aggregate principal amount, having endorsed thereon a Guarantee of each
Guarantor.


 


Bearer Debt Securities and Coupons shall be
transferable by delivery.


 


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


 


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


 


No service charge shall be made for any
registration of transfer or exchange of Debt Securities, but the Issuer of such
Debt Securities may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Debt Securities, other than exchanges
pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.


 


The Issuer shall not be required (i) to
issue, register the transfer of or exchange any Debt Security of any series
during a period beginning at the opening of 


 


47

















 


business 15 days before the
day of the giving of a notice of redemption of Debt Securities of such series
selected for redemption under Section 11.04 and ending at the close of
business on the day of the giving of such notice, or (ii) to register the
transfer of or exchange any Debt Security so selected for redemption in whole
or in part, except the unredeemed portion of Debt Securities being redeemed in
part.


 


SECTION 3.06.    Mutilated, Destroyed, Lost and Stolen
Debt Securities.  If any mutilated
Debt Security or Coupon is surrendered to the Trustee, the Issuer of such Debt
Security may execute and the Trustee shall, in the case of a Debt Security,
authenticate and deliver, or in the case of a Coupon deliver, in exchange
therefor a new Debt Security or Coupon of the same series and of like tenor and
amount, having, in the case of a Debt Security, endorsed thereon a Guarantee of
each Guarantor, and bearing a number not contemporaneously outstanding.


 


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


 


In case any such mutilated, destroyed, lost
or stolen Debt Security or Coupon has become or is about to become due and
payable, the Issuer thereof in its discretion may, instead of issuing a new
Debt Security or Coupon, pay such Debt Security or Coupon; provided, however,
that such payment, in the case of a bearer Debt Security or Coupon, shall occur
only outside the United States of America.


 


Upon the issuance of any new Debt Security or
Coupon under this Section, the Issuer may require the 


 


48

















 


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 Debt Security or Coupon of any
series issued pursuant to this Section in lieu of any destroyed, lost or
stolen Debt Security or Coupon shall constitute an original additional
contractual obligation of the Issuer and each Guarantor of such Debt Security,
whether or not the destroyed, lost or stolen Debt Security or Coupon 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 Debt
Securities and Coupons of that series duly issued hereunder.


 


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


 


SECTION 3.07.    Payment
of Interest; Interest Rights Preserved. 
Interest on any Debt Security which is payable, and is punctually paid
or duly provided for, on any Interest Payment Date shall be paid, in the case
of registered Debt Securities, to the Person in whose name that Debt Security
(or one or more Predecessor Debt Securities) is registered at the close of
business on the Regular Record Date for such interest and, in the case of bearer
Debt Securities, upon presentation and surrender outside the United States of
America of the Coupon appertaining thereto in respect of the interest due on
such Interest Payment Date.


 


In the case of registered Debt Securities
where payment is to be made in United States dollars, at any Paying Agent’s
office outside the Borough of Manhattan, The City of New York, payment
will be made by check drawn on or by transfer to a United States dollar account
maintained by the payee with, a bank in the Borough of Manhattan, The City of
New York, in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.


 


In the case of registered Debt Securities
where payment is to be made in a Foreign Currency or in the case of bearer Debt
Securities of any series and any Coupons 


 


49

















 


appertaining thereto,
payment will be made as established by or pursuant to action of the Board of
Directors of the Issuer of such series or established in one or more
supplemental indentures relating to such series and any Coupons appertaining
thereto; notwithstanding the foregoing, payments on bearer Debt Securities and
Coupons shall only be made outside the United States.


 


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


 


(1)   The
Issuer may elect to make payment of any Defaulted Interest to the Persons in
whose names the registered Debt Securities of such series (or their respective
Predecessor Debt Securities) are registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest, which shall be
fixed in the following manner.  The
Issuer shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Debt Security of such series and the date of the
proposed payment, and at the same time the Issuer shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit on or prior to the date of the proposed payment,
such money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this Clause provided.  Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest in respect of registered
Debt Securities of such series which shall be not more than 15 days and
not less than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Trustee of the notice of the
proposed payment.  The Trustee shall
promptly notify the Issuer of such Special Record Date and, in the name and at
the expense of such Issuer, shall cause 


 


50

















 


notice
of the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be given in the manner and to the extent provided in Section 1.06,
not less than 10 days prior to such Special Record Date.  Notice of the proposed payment of such
Defaulted Interest on the registered Debt Securities of such series and the
Special Record Date therefor having been so given, such Defaulted Interest on
the Debt Securities of such series shall be paid (i) in the case of
registered Debt Securities to the Persons in whose names such Debt Securities
(or their respective Predecessor Debt Securities) are registered in the
Security Register at the close of business on such Special Record Date, and (ii) in
the case of bearer Debt Securities upon presentation and surrender outside the
United States of America of the matured Coupons appertaining thereto, on the
date for payment of such Defaulted Interest specified in the notice, and such
Defaulted Interest shall no longer be payable pursuant to the following
Clause (2); or


 


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


 


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


 


In the case of any Debt Security which is
converted after any Regular Record Date and on or prior to the corresponding
Interest Payment Date, interest on such Debt Security whose Stated Maturity is
on such Interest Payment Date shall be deemed to continue to accrue and shall
be payable on such Interest Date notwithstanding such conversion and
notwithstanding that such Debt Security may have been called for redemption on
a Redemption Date within such period, and such interest (whether or not
punctually paid or duly provided for) shall be paid to the Person in 


 


51

















 


whose name that Debt
Security (or one or more Predecessor Debt Securities) is registered at the
close of business on such Regular Record Date. 
Except as otherwise expressly provided in the immediately preceding
sentence, in the case of any Debt Security which is converted, interest whose
Stated Maturity is after the date of conversion of such Debt Security shall not
be payable.


 


SECTION 3.08.  Persons Deemed Owners.  Prior to due presentment of a registered Debt
Security for registration of transfer, the Issuer and any Guarantor of such
Debt Security, the Trustee and any agent of such Issuer, any such Guarantor or
the Trustee may treat the Person in whose name such Debt Security is registered
as the owner of such Debt Security for the purpose of receiving payment of
principal of (and premium, if any) and (subject to Section 3.07) any
interest on such Debt Security and for all other purposes whatsoever, whether
or not such Debt Security be overdue; and neither the Issuer, any Guarantor,
the Trustee nor any agent of the Issuer, any Guarantor or the Trustee shall be
affected by notice to the contrary.


 


The Issuer and any Guarantor of such Debt
Security, the Trustee and any agent of such Issuer, any such Guarantor or the
Trustee may treat the bearer of any bearer Debt Security or any Coupon as the
owner of such Debt Security or Coupon, as the case may be, for the purpose of
receiving payment of principal of (and premium, if any) and any interest on
such Debt Security or payment of such Coupon, as the case may be, and for all
other purposes whatsoever, whether or not such Debt Security or Coupon be
overdue, and, to the extent permitted by law, neither the Issuer, any
Guarantor, the Trustee nor any agent of the Issuer, any Guarantor or the
Trustee shall be affected by notice to the contrary; provided, however,
that the Trustee shall have no obligation to investigate the law with respect
thereto.


 


SECTION 3.09.    Cancellation.  All Debt Securities and Coupons surrendered
for payment, redemption, registration of transfer or exchange or for credit
against any sinking fund or analogous payment shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee and shall be
promptly canceled by it.  The Issuer or
any Guarantor may at any time deliver to the Trustee for cancellation any Debt
Securities previously authenticated and delivered hereunder and Coupons which
the Issuer or any 


 


52

















 


Guarantor, as the case may
be, may have acquired in any manner whatsoever, and all Debt Securities and
Coupons so delivered shall be promptly canceled by the Trustee.  No Debt Securities shall be authenticated in
lieu of or in exchange for any Debt Securities canceled as provided in this
Section, except as expressly permitted by this Indenture.  All Debt Securities and Coupons to be
canceled by the Trustee shall be marked “Canceled” and shall be disposed of by
the Trustee in its customary manner.


 


SECTION 3.10.    Computation
of Interest.  Except as otherwise
specified pursuant to Section 3.01 for Debt Securities of any series, any
interest on the Debt Securities of each series shall be computed on the basis
of a year of 360 days of twelve 30-day months.


 


SECTION 3.11.    Compliance
with Certain Laws and Regulations. 
If any bearer Debt Securities are to be issued in a series, the Issuer
will make arrangements reasonably designed pursuant to then applicable laws and
regulations, if any, to ensure that bearer Debt Securities are offered and sold
(or resold in connection with the original issuance) only outside the United
States of America and only to Persons who are not U.S. Persons or persons who
have purchased for resale to any U.S. Person.


 


SECTION 3.12.    Global
Security.  Except as specified for a
particular series pursuant to Section 3.01:


 


(a)  With respect to a series of Debt Securities which any
Issuer proposes to issue as bearer Debt Securities, in lieu of initially
issuing Debt Securities of such series in definitive form, such Issuer may
initially execute and deliver to the Trustee a Global Security representing all
or a part of the Debt Securities of such series, and the Trustee shall
authenticate and deliver, pursuant to an Issuer Order, such Global
Security.  Such Global Security shall
have endorsed thereon a Guarantee, subject to Section 2.01, substantially
in the form set forth in Section 2.02. 
The Issuer shall thereafter execute and deliver to the Trustee prior to
the applicable Exchange Date, for authentication and delivery outside the
United States of America by it, definitive Debt Securities of such series,
having Guarantees endorsed thereon, in the aggregate principal amount of such
Global Security.  For purposes of this Section 3.12,
“Exchange Date”, with respect to the Debt Securities 


 


53

















 


of
a series, shall mean the date 45 days after the closing date of such
series.


 


(b)  A beneficial owner of Debt Securities of a series
desiring to exchange his beneficial interest in a Global Security for such Debt
Securities in definitive form shall instruct the depository designated by the
Issuer for such Global Security (the “Depository”) to request such exchange on
his behalf and, if such beneficial owner should request definitive Debt
Securities in the form of bearer Debt Securities, shall deliver to the
Depository a certificate satisfactory to the Depository, the Guarantors and the
Issuer with respect to certain requirements of applicable tax and/or securities
laws and regulations, copies of a form of which the Trustee shall make
available from its offices, the offices of the Depository and the offices of
each other agent appointed by the Issuer pursuant to Section 3.01.


 


(c)  From time to time (but with respect to bearer Debt
Securities, only on or after the applicable Exchange Date) the Trustee shall,
upon the request of the Depository acting on behalf of beneficial owners of a
Global Security representing the Debt Securities of a series, authenticate and
deliver to the Depository outside the United States of America for the account
of such beneficial owners, in exchange for the portion of such Global Security
beneficially owned by such owners, definitive Debt Securities of such series in
an aggregate principal amount equal to the aggregate principal amount of such
Debt Securities beneficially owned by such owners, but if such definitive Debt
Securities are to be bearer Debt Securities only upon delivery by the Depository,
acting on behalf of such beneficial owners, to the Trustee (at an office
located outside the United States of America designated by the Trustee) of a
certificate or certificates satisfactory to the Trustee, the Issuer and the
Guarantors with respect to certain requirements of the applicable tax and/or
securities laws and regulations.  The
delivery to the Depository of such certificate or certificates may be relied
upon by the Issuer, the Guarantors and the Trustee as conclusive evidence that
a related certificate or certificates has or have been delivered 


 


54

















 


to
the Depository as contemplated by the terms of the preceding
paragraph (b).


 


(d)  Upon any exchange of a part of a Global Security for definitive
Debt Securities of a series, such part of the principal amount of such Global
Security shall be endorsed on the schedule to such Global Security by the
Trustee, whereupon its remaining principal amount shall be reduced for all
purposes by the amount so exchanged and endorsed.  Until so exchanged in full, a Global Security
shall in all respects be entitled to the same benefits under this Indenture as
definitive Debt Securities of such series authenticated and delivered or to be
authenticated and delivered hereunder, except that neither the Holder nor the
beneficial owners of a Global Security shall be entitled to exchange such
Global Security for any other Debt Securities, except as provided herein and in
the text of such Global Security, or, to receive interest payments on such
Global Security, except to the extent the text of such Global Security provides
otherwise.  On the second anniversary of
the date of issue of any Global Security, the principal amount of such Global
Security which remains unexchanged on such date will be exchanged outside the
United States of America for definitive Securities, to the extent and under the
circumstances specified in Section 3.01, in the form of registered Debt
Securities or bearer Debt Securities or both, as specified consistent with the
terms of such series by the Issuer in writing to the Depository, such
definitive Debt Securities to be held by the Depository and to be distributed
outside the United States of America by the Depository to beneficial owners of
such Debt Securities and, in the case of bearer Debt Securities, only upon
receipt of a certificate evidencing beneficial ownership of such Debt
Securities, referred to in paragraph (b) above.


 


(e)  Any exchange of the beneficial interest in a Global
Security for Debt Securities of a series shall be made free of charge to the
Holder and beneficial owners of such Global Security, except that a Person
receiving Debt Securities of a series must bear the cost of insurance, postage,
transportation and similar expenses in the event such Person does not receive 


 


55

















 


Debt
Securities of such series in person at the offices of the Depository.


 


SECTION 3.13.    CUSIP
Numbers.  At its election, an Issuer
in issuing any series of Debt Securities may have “CUSIP” numbers (if then
generally in use) assigned to such series of Debt Securities, and, if so, the
Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to
Holders; provided that any such notice may state that no representation
is made as to the correctness of such numbers either as printed on the Debt
Securities or as contained in any notice of a redemption and that reliance may
be placed only on the other identification numbers printed on the Debt Securities,
and any such redemption shall not be affected by any defect in or omission of
such numbers.  The Issuer shall promptly
notify the Trustee of any change in the CUSIP Numbers.


 


ARTICLE IV


 


Satisfaction and Discharge


 


SECTION 4.01.    Satisfaction
and Discharge of Indenture.  This
Indenture shall upon Issuer Request cease to be of further effect (except as to
any surviving rights of registration of transfer or exchange of Debt Securities
herein expressly provided for), and the Trustee, at the expense of the Company
or Unilever N.V., as the case may be, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture when


 


(1)  either


 


(A)  all Debt Securities theretofore
authenticated and delivered and all Coupons, if any, appertaining thereto
(other than (i) Debt Securities and Coupons which have been destroyed,
lost or stolen and which have been replaced or paid as provided in Section 3.06,
and (ii) Debt Securities or Coupons for whose payment money has
theretofore been deposited in trust or segregated and held in trust by any
applicable Issuer or any Guarantor and thereafter repaid to any such Issuer or
Issuers or any such Guarantor, as the case may be, or discharged from such
trust, as provided in Section 10.03) have been delivered to the Trustee
for cancellation; or


 


56














 


(B)  all such Debt Securities and Coupons
not theretofore delivered to the Trustee for cancellation (other than Debt
Securities and Coupons which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 3.06)


 


(i)  have become due and payable, or


 


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


 


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


 


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


 


(2)  the Company or Unilever N.V., as the case may be,
or any Guarantor has paid or caused to be paid all other sums payable hereunder
by any Issuer; and


 


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


 


In the event there are Debt Securities of two
or more series hereunder, the Trustee shall be required to execute an
instrument acknowledging satisfaction and discharge of this Indenture only if
requested to do so with respect to 


 


57

















 


Debt Securities of all series as to which it
is Trustee and if the other conditions thereto are met.  In the event there are two or more Trustees
hereunder, then the effectiveness of any such instrument shall be conditioned
upon receipt of such instruments from all Trustees hereunder.


 


Notwithstanding the satisfaction and
discharge of this Indenture, the obligations of any Issuer and each Guarantor
to the Trustee under Section 6.07, the obligations of any Issuer and each
Guarantor to any Authenticating Agent under Section 6.14 and, if money
shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section, the obligations of the Trustee under Section 4.02
and the last paragraph of Section 10.03 shall survive such satisfaction
and discharge.


 


SECTION 4.02.    Application
of Trust Money.  Subject to the
provisions of the last paragraph of Section 10.03, all money deposited
with the Trustee pursuant to Section 4.01 shall be held in trust and
applied by it, in accordance with the provisions of the Debt Securities, any
Coupons and this Indenture, to the payment, either directly or through any
Paying Agent (including any Issuer acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and any interest for the payment of which such money has been
deposited with the Trustee.


 


ARTICLE V


 


Remedies


 


SECTION 5.01.    Events
of Default.  “Event of Default,”
wherever used herein with respect to Debt Securities of a particular series,
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):


 


(1)  default in the payment of any interest or any additional
interest upon any Debt Security of such series when it becomes due and payable,
and 


 


58

















 


continuance
of such default for a period of 30 days; or


 


(2)  default in the payment of the principal of (or premium,
if any, on) any Debt Security of such series at its Maturity; or


 


(3)  default in the making of any sinking fund or analogous
payment, when and as due by the terms of a Debt Security of such series or
beyond any period of grace provided with respect thereto; or


 


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


 


(5)  the entry of a decree or order by a court having
jurisdiction in the premises granting relief in respect of the Company or any
Parent in an involuntary case under Title 11 of United States Code or
adjudging the Company or any Parent bankrupt or insolvent, or (other than under
or in connection with a scheme of amalgamation or reconstruction not involving
bankruptcy or insolvency) approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the
Company or any Parent under any applicable law of the United States of America,
the United Kingdom or the Netherlands, or appointing a receiver, liquidator,
custodian, assignee, trustee, sequestrator or other similar official of the
Company or any Parent or of any substantial part of its property, or (other
than under or in connection with a scheme of amalgamation 


 


59

















 


or
reconstruction not involving bankruptcy or insolvency) ordering the winding up
or liquidation of its affairs, and the continuance of any such decree or order
unstayed and in effect for a period of 60 consecutive days; or


 


(6) the commencement by the Company or any Parent of a voluntary
case under Title 11 of the United States Code, or the institution by the
Company or any Parent of proceedings to be adjudicated a bankrupt or insolvent,
or the consent by it to the institution of bankruptcy or insolvency proceedings
against it, or (other than under or in connection with a scheme of amalgamation
or reconstruction not involving bankruptcy or insolvency) the filing by it of a
petition or answer or consent seeking reorganization or relief under any
applicable bankruptcy, insolvency or similar law of the United States of
America, the United Kingdom or the Netherlands, or the consent by it to the
filing of such petition or to the appointment of a receiver, liquidator,
custodian, assignee, trustee, sequestrator or similar official of the Company
or any Parent or of any substantial part of its property, or the making by it
of an assignment for the benefit of creditors, or the admission by it in
writing of its inability to pay its debts generally as they become due, or
(other than under or in connection with a scheme of amalgamation or
reconstruction not involving bankruptcy or insolvency) the taking of corporate
action by the Company or any Parent in furtherance of any such action.


 


SECTION 5.02.    Acceleration
of Maturity; Rescission and Annulment. 
If an Event of Default described in clauses (1), (2) or (3) of
Section 5.01 occurs with respect to Debt Securities of any series and is
continuing, then in every such case the Trustee or the Holders of not less than
25% in aggregate principal amount of the Outstanding Debt Securities of such
series may declare the principal amount (or, if the Debt Securities of such
series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of that series) of all the Debt
Securities of that series to be due and payable immediately, by a notice in
writing to the Issuer of such series and each Guarantor (and to the Trustee if
given by Holders), and upon any such declaration such principal amount (or
specified amount) shall become 


 


60

















 


immediately due and
payable.  If an Event of Default
described in clauses (4), (5) or (6) of Section 5.01 occurs
with respect to Debt Securities of any series and is continuing, then in every
such case the Trustee or the Holders of not less than 25% in aggregate
principal amount of all the Outstanding Debt Securities of such affected series
(voting as one class) may declare the principal amount (or, if the Debt
Securities of such series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of that series) of all
the Debt Securities of such affected series to be due and payable immediately,
by a notice in writing to the Issuer of such series and each Guarantor (and to
the Trustee if given by Holders), and upon any such declaration such principal
amount (or specified amount) shall become immediately due and payable.


 


At any time after such a declaration of
acceleration with respect to Debt Securities of any series (or all the Debt
Securities of such affected series, as the case may be) has been made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter in this Article provided, the Holders of a
majority in aggregate principal amount of the Outstanding Debt Securities of
such series (or of all the Outstanding Debt Securities of such affected series
(voting as one class), as the case may be), by written notice to the Issuer of
such series, each Guarantor and the Trustee, may rescind and annul such
declaration and its consequences if


 


(1)           the Issuer of such
series or any Guarantor has paid or deposited with the Trustee a sum sufficient
to pay


 


(A)  all overdue installments of any
interest on all Debt Securities of such series,


 


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


 


(C)  to the extent that payment of such
interest is lawful, interest upon any overdue installments of interest at the
rate prescribed therefor in such Debt Securities, and


 


61

















 


(D)  all sums paid or advanced by the
Trustee hereunder and the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel;


 


and


 


(2)  all Events of Default with respect to Debt Securities of
such series, other than the nonpayment of the principal amount or specified
amount of Debt Securities of such series which have become due solely by such
declaration of acceleration, have been cured or waived as provided in Section 5.13.


 


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


 


SECTION 5.03.    Collection
of Indebtedness and Suits for Enforcement by Trustee.  Each Issuer of Debt Securities issued
pursuant to this Indenture covenants that if


 


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


 


(2)  default is made in the payment of the principal of (or
premium, if any, on) any Debt Security at the Maturity thereof,


 


the applicable Issuer will, upon demand of
the Trustee, pay to it, for the benefit of the Holders of such Debt Securities
and the holders of any Coupons appertaining thereto, the whole amount then due
and payable on such Debt Securities and Coupons for principal (and premium, if
any) and interest, if any, and interest on any overdue principal (and premium,
if any) and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue interest, at the rate or rates prescribed
therefor in such Debt 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.


 


62

















 


If such Issuer fails to pay such amounts
forthwith upon such demand, the Trustee, in its own name and as trustee of an
express trust, may institute at the expense of the Issuer 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 such Issuer, any
Guarantor or any other obligor upon such Debt Securities and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the
property of such Issuer, any Guarantor or any other obligor upon such Debt
Securities, wherever situated.


 


If an Event of Default with respect to Debt
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 Debt Securities of such series and holders of any Coupons appertaining
thereto by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.


 


No recourse for the payment of the principal
of (or premium, if any) or any interest on any Debt Security, or for any claim
based thereon or on the Guarantee endorsed thereon or on any Coupon or
otherwise in respect thereof or of such Guarantee or Coupon and no recourse
under or upon any obligation, covenant or agreement of any Issuer or of any
Guarantor in this Indenture, or in any Debt Security, Guarantee endorsed
thereon or Coupon, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, officer or
director, past, present or future, of any such Issuer or of any Guarantor or of
any successor corporation of either, either directly or through such Issuer or
any Guarantor or any successor corporation of any of them, whether by virtue of
any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that to the
extent lawful all such liability is hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture, the
issue of the Debt Securities and any Coupons, and the endorsement of the
Guarantees thereon.


 


63

















 


SECTION 5.04.    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 any Issuer, any Guarantor or any other obligor upon the
Debt Securities of a series or the property of any Issuer, any Guarantor or
such other obligor or their creditors (other than under or in connection with a
scheme of amalgamation or reconstruction not involving bankruptcy or
insolvency), the Trustee (irrespective of whether the principal of the Debt
Securities of such series 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 applicable Issuer or any Guarantor for the payment of
overdue principal (and premium, if any) or any interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,


 


(i)  to take any and all actions authorized under the Trust
Indenture Act in order to have claims of the Holders and the Trustee allowed in
any such proceeding, and


 


(ii)  to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such
judicial proceeding is hereby authorized by each Holder of a Debt Security and
each holder of a Coupon to make such payments to the Trustee and, in the event
that the Trustee shall consent to the making of such payments directly to such
Holders or 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 6.07.


 


Subject to Article VIII and Section 9.02,
nothing herein contained shall be deemed to authorize the Trustee to authorize
or consent to or accept or adopt on behalf of any Holder or any holder of a
Coupon any plan of reorganization, arrangement, adjustment, or composition
affecting the Debt Securities or Coupons or the rights of any Holder of any
Debt Security or any holder of any Coupon or to authorize the Trustee to vote
in respect of the claim of any such Holder or holder in any such proceeding; provided,
however, that the Trustee may, on behalf of the 


 


64

















 


Holders, vote for the
election of a trustee in bankruptcy or similar official and be a member of a
creditors’ or other similar committee.


 


SECTION 5.05.    Trustee
May Enforce Claims Without Possession of Debt Securities.  All rights of action and claims under this
Indenture or the Debt Securities or Coupons may be prosecuted and enforced by
the Trustee without the possession of any of the Debt Securities or Coupons 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 Debt Securities and any holders of
Coupons in respect of which such judgment has been recovered.


 


SECTION 5.06.    Application
of Money Collected.  Subject to Article XVI,
any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal (and premium,
if any) or any interest, upon presentation of the Debt Securities and any
Coupons (such presentation, in the case of bearer Debt Securities or Coupons,
to occur only outside the United States of America), and the notation thereon
of the payment if only partially paid and upon surrender thereof if fully paid:


 


FIRST:  To the payment of all
amounts due the Trustee under Section 6.07 and the Authenticating Agent
under Section 6.14; and


 


SECOND:  To the payment of the
amounts then due and unpaid for principal of (and premium, if any) and any
interest on the Debt 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 Debt Securities for
principal (and premium, if any) and any interest, respectively; and


 


THIRD:  To the payment of the
balance, if any, to any applicable Issuer.


 


65














 


SECTION 5.07.    Limitation
on Suits.  No Holder of any Debt
Security or holder of any Coupon shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless


 


(1)  such Holder of a Debt Security
has previously given written notice to the Trustee of a continuing Event of
Default with respect to Debt Securities of the same series specifying such
Default and stating that such notice is a “Notice of Default” hereunder;


 


(2)  the Holders of not less than
25% in aggregate principal amount of the Outstanding Debt Securities of such
series (25% in aggregate principal amount of all Outstanding Debt Securities of
affected series (voting as one class) in the case of an Event of Default
described in clauses (4), (5) or (6) of Section 5.01) shall
have made written request to the Trustee to institute proceedings in respect of
such Event of Default in its own name, as Trustee hereunder;


 


(3)  such Holder of a Debt Security
or holder of a Coupon has offered to the Trustee reasonable indemnity
satisfactory to it against the costs, expenses and liabilities to be incurred
in compliance with such request;


 


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


 


(5)  no direction inconsistent with
such written request has been given to the Trustee during such 60-day period by
the Holders of a majority in aggregate principal amount of the Outstanding Debt
Securities of such series or of all Outstanding Debt Securities of such
affected series (voting as one class), as the case may be;


 


it being understood and
intended that no one or more Holders of Debt Securities of a particular series
or holders of Coupons appertaining thereto shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this Indenture to
affect, disturb or prejudice the rights of any other such Holders or holders, or
to obtain or to seek to obtain priority or preference 


 


66

















 


over any other such Holders or
holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all Holders of Debt
Securities of such series or holders of such Coupons.


 


SECTION 5.08.    Unconditional
Right of Holders to Receive Principal, Premium and Interest.  Notwithstanding any other provision in this
Indenture, the Holder of any Debt Security or the holder of any Coupon shall
have the right, which is absolute and unconditional, to receive payment of the
principal of (and premium, if any) and (subject to Section 3.07) any
interest on such Debt Security on the respective Stated Maturities expressed in
such Debt Security (or, in the case of redemption, on the Redemption Date) and
to institute suit for the enforcement of any such payment, and such rights
shall not be impaired without the consent of such Holder or holder.


 


SECTION 5.09.    Restoration
of Rights and Remedies.  If the
Trustee, any Holder of any Debt Security or any holder of any Coupon 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 or holder, then and
in every such case, subject to any determination in such proceeding, the Issuer
of such Debt Security, each Guarantor, the Trustee, the Holders of Debt Securities
and the holders of Coupons shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee, the Holders of Debt Securities and the holders of Coupons shall
continue as though no such proceeding had been instituted.


 


SECTION 5.10.    Rights
and Remedies Cumulative.  Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Debt Securities or Coupons in the last paragraph of Section 3.06,
no right or remedy herein conferred upon or reserved to the Trustee, the
Holders of Debt Securities or the holders of Coupons 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, 


 


67

















 


or otherwise,
shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.


 


SECTION 5.11.    Delay
or Omission Not Waiver.  No delay or
omission of the Trustee or of any Holder of any Debt Security or holder of any
Coupon to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of
Default or an acquiescence therein. 
Every right and remedy given by this Article or by law to the
Trustee or to the Holders of Debt Securities or to the holders of Coupons may
be exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders of Debt Securities or by the holders of Coupons, as
the case may be.


 


SECTION 5.12.    Control
by Holders.  The Holders of a
majority in aggregate principal amount of the Outstanding Debt 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 Debt
Securities of such series; provided that


 


(1)  such direction shall not be in
conflict with any rule of law or with this Indenture;


 


(2)  the Trustee shall not
determine that the action so directed would be unjustly prejudicial to the
Holders of any Debt Securities of any series not taking part in such direction
with respect to which the Trustee is acting as the Trustee; and


 


(3)  the Trustee may take any other
action deemed proper by the Trustee which is not inconsistent with such
direction.


 


SECTION 5.13.    Waiver
of Past Defaults.  The Holders of not
less than a majority in aggregate principal amount of the Outstanding Debt
Securities of any series (or all Outstanding Debt Securities of all affected
series (voting as one class), as the case may be), may on behalf of the Holders
of all the Debt Securities of such series waive any past default hereunder with
respect to such series and its consequences, except a default


 


68

















 


(1)  in the payment of the
principal of (or premium, if any) or any interest on any Debt Security of such
series; or


 


(2)  in respect of a covenant or
provision hereof which under Article IX cannot be modified or amended
without the consent of the Holder of each outstanding Debt Security of such
series affected.


 


Upon any such waiver, such
default shall cease to exist, and any Event of Default with respect to any
series arising therefrom shall be deemed to have been cured and not to have
occurred for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other default or impair any right consequent thereon.


 


SECTION 5.14.    Undertaking
for Costs.  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, a court
may require any party litigant in such suit to file an undertaking to pay the
costs of such suit, and may assess costs (including legal fees and expenses)
against any such party litigant, in the manner and to the extent provided in
the Trust Indenture Act; provided that neither this Section nor the
Trust Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the
Trustee, Company, either Parent or Unilever U.S.


 


SECTION 5.15.    Waiver
of Usury, Stay or Extension Laws. 
Each Issuer covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any usury, stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and such Issuer (to the extent that it
may lawfully do so) hereby expressly waives all benefit or advantage of any
such law and covenants that it will not hinder, delay or impede the execution
of any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.


 


69

















 


ARTICLE VI


 


The Trustee


 


SECTION 6.01.    Certain
Duties and Responsibilities.  (a)  The
duties and responsibilities of the Trustee shall be as provided in the Trust
Indenture Act.


 


(b)  Notwithstanding
subsection (a) of this Section 6.01, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of it rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.


 


(c)  Whether or not
therein expressly so provided, every provision of this Indenture relating to
the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section.


 


SECTION 6.02.    Notice
of Defaults.  If a default occurs
hereunder with respect to Securities of any series, the Trustee shall give the
Holders of Securities of such series notice of such default as and to the
extent provided by the Trust Indenture Act; provided, however,
that, except in the case of a default in the payment of the principal of (or
premium, if any) or any interest on any Debt Securities of such series or in
the payment of any sinking fund installment with respect to Debt Securities of
such series, the Trustee shall be protected in withholding such notice if and
so long as a trust committee of directors or Responsible Officers of the
Trustee in good faith determine that the withholding of such notice is in the interest
of the Holders of Debt Securities of such series; and provided further
that in the case of any default of the character specified in Section 5.01(4),
no such notice to Holders shall be given until at least 30 days after the
occurrence thereof.  For the purpose of
this Section, the term “default” means any event which is, or after notice or
lapse of time or both would become, an Event of Default with respect to Debt
Securities of such series.


 


SECTION 6.03.    Certain
Rights of Trustee.  Subject to the
provisions of Section 6.01:


 


(a)  the Trustee may conclusively
rely and shall be fully protected in acting or refraining from acting 


 


70

















 


upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, coupon or
other evidence of indebtedness or other paper or document (whether in its
original or facsimile form) believed by it to be genuine and to have been
signed or presented by the proper party or parties;


 


(b)  any request or direction of
any Issuer or any Guarantor mentioned herein shall be sufficiently evidenced by
an Issuer Request or Issuer Order and any resolution of the Board of Directors
of any Issuer or any Guarantor may be sufficiently evidenced by a Board
Resolution;


 


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


 


(d)  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 in good faith and in
reliance thereon;


 


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


 


(f)  the Trustee shall not be bound
to make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, coupon or other evidence of indebtedness
or other paper or document, but the Trustee, in its discretion, may make such
further 


 


71

















 


inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled during normal business hours on reasonable
notice to examine the books, records and premises of any Issuer, personally or
by agent or attorney at the expense of the Company and shall incur no liability
or additional liability of any kind by reason of such inquiry or investigation;


 


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


 


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


 


(i)  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 which 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
and this Indenture; and


 


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


 


SECTION 6.04.    Not
Responsible for Recitals or Issuance of Debt Securities.  The recitals contained herein and in the Debt
Securities, except the Trustee’s certificates of authentication, shall be taken
as the statements of the Company, Unilever N.V., Unilever PLC or
Unilever U.S., as the case may be, and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness.  The Trustee makes no representations as 


 


72

















 


to the
validity or sufficiency of this Indenture or of the Debt Securities or
Coupons.  Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by any
Issuer of Debt Securities or the proceeds thereof.


 


SECTION 6.05.    May Hold
Debt Securities.  The Trustee, any
Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of any Issuer or any Guarantor, in its individual or any other capacity,
may become the owner or pledgee of Debt Securities or Coupons and, subject to
Sections 6.08 and 6.13, may otherwise deal with any Issuer or any
Guarantor with the same rights it would have if it were not Trustee, Authenticating
Agent, Paying Agent, Security Registrar or such other agent.


 


SECTION 6.06.    Money
Held in Trust.  Money held by the
Trustee in trust hereunder need not be segregated from other funds except to
the extent required by law.  The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed in writing with the applicable Issuer or any
Guarantor, as the case may be.


 


SECTION 6.07.    Compensation and Reimbursement.  The Company, the Parents and Unilever U.S.,
jointly and severally, agree


 


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


 


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


 


(3)  to fully indemnify the Trustee
for, and to hold it harmless against, any and all loss, damage, claim,
liability or expense, including legal fees and expenses and taxes (other than
taxes based on the 


 


73

















 


income of the Trustee) incurred without negligence or wilful misconduct
on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder including the costs and
expenses of defending itself against any claim or liability (whether asserted
by any party hereto, the Holders or any other Person) in connection with the
exercise or performance of any of its powers or duties hereunder.


 


As security for the performance
of the obligations of the Company, the Parents and Unilever U.S. under
this Section, the Trustee shall have a lien, to which the Debt Securities are
hereby made subordinate, upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the payment of principal of (or
premium, if any) or any interest on the Debt Securities.


 


When the Trustee incurs
expenses or renders services in connection with an Event of Default specified
in Section 5.01(5) or Section 5.01(6), the expenses (including
the reasonable charges and expenses of its counsel) and the compensation for
the services are intended to constitute expenses of administration under any
applicable Federal or state bankruptcy, insolvency or other similar law.


 


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


 


SECTION 6.08.    Disqualification;
Conflicting Interests.  If the
Trustee has or shall acquire a conflicting interest within the meaning of the
Trust Indenture Act, the Trustee shall either eliminate such interest or
resign, to the extent and in the manner provided by, and subject to the
provisions of, the Trust Indenture Act and this Indenture.  To the extent permitted by such Act, the
Trustee shall not be deemed to have a conflicting interest by virtue of being a
trustee under this Indenture with respect to Debt Securities of more than one
series.


 


SECTION 6.09.    Corporate
Trustee Required; Eligibility.  There
shall at all times be a Trustee hereunder with respect to the Debt Securities
of each series which shall be a Person that is eligible pursuant to 


 


74

















 


the Trust
Indenture Act to act as such having a combined capital and surplus of at least
$50,000,000, and, if there be such Person willing and able to act as trustee on
reasonable and customary terms, having its Corporate Trust Office in the
Borough of Manhattan, The City of New York, New York.  If such Person publishes reports of condition
at least annually, pursuant to law or to the requirements of said supervising
or examining authority, then for the purposes of this Section, the combined
capital and surplus of such Person shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published.  If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.


 


SECTION 6.10.    Resignation
and Removal; Appointment of Successor. 
(a)  No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 6.11.


 


(b)  The Trustee may
resign at any time with respect to the Debt Securities of one or more series by
giving written notice thereof to each Issuer of any such series.


 


(c)  The Trustee may
be removed at any time with respect to the Debt Securities of any series by Act
of the Holders of a majority in principal amount of the Outstanding Debt
Securities of such series delivered to the Trustee and to the Company, each
Parent and Unilever U.S..


 


(d)  If at any time:


 


(1)  the Trustee shall fail to
comply with Section 6.08(a) after written request therefor by the
Company, either Parent or Unilever U.S. or by any Holder who has been a
bona fide Holder of a Debt Security of the series as to which the Trustee has a
conflicting interest for at least six months, or


 


(2)  the Trustee shall cease to be
eligible under Section 6.09 and shall fail to resign after written request
therefor by the Company, either Parent or Unilever U.S. or by any Holder
who has been a bona 


 


75

















 


fide Holder of a Debt Security for at least six months, or


 


(3)  the Trustee shall become
incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver
of the Trustee or of its property shall be appointed or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation,


 


then, in any such case, (i) any
Issuer by a Board Resolution may remove the Trustee with respect to all its
Debt Securities, or (ii) subject to Section 5.14, any Holder who has
been a bona fide Holder of a Debt Security for at least six months (and, in the
case of Section 6.10(d)(1) above, who is a Holder of a Debt Security
of the series as to which the Trustee has a conflicting interest) may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee with respect to all Debt
Securities and the appointment of a successor Trustee or Trustees.


 


(e)  If the
instrument of acceptance by a successor Trustee required by Section 6.11
shall not have been delivered to the Trustee within 30 days after the
giving of notice of resignation or removal, the Trustee resigning or being
removed may petition at the expense of the Company any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Debt Securities of such series.


 


(f)  If the Trustee
shall resign, be removed or become incapable of acting, or it a vacancy shall
occur in the office of Trustee for any cause, with respect to the Debt
Securities of one or more series, any applicable Issuer, by a Board Resolution,
shall promptly appoint a successor Trustee or Trustees with respect to the Debt
Securities of such series (it being understood that any successor Trustee may
be appointed with respect to the Debt Securities of one or more or all of such
series and at any time there shall be only one Trustee with respect to the Debt
Securities of any particular series), and shall comply with the applicable
requirement of Section 6.11.  If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to Debt Securities
of any 


 


76

















 


series shall
be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Debt Securities of such series delivered to the Company, each
Parent and Unilever U.S. and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 6.11, become the
successor Trustee with respect to the Debt Securities of such series and to
that extent supersede the successor Trustee appointed by the Issuer of such
series.  If no successor Trustee with
respect to the Debt Securities of any series shall have been so appointed by
the Issuer of such series or the Holders of Debt Securities of such series and
accepted appointment in the manner hereinafter required by Section 6.11,
any Holder who has been a bona fide Holder of a Debt Security of such series
for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Debt Securities of such series.


 


(g)  Each Issuer
shall give notice of each resignation and each removal of the Trustee with
respect to its Debt Securities of any series and each appointment of a
successor Trustee with respect to its Debt Securities of any series in the
manner and to the extent provided in Section 1.06.  Each notice shall include the name of the
successor Trustee with respect to the Debt Securities of such series and the
address of its Corporate Trust Office.


 


SECTION 6.11.    Acceptance
of Appointment by Successor.  (a)  In
case of the appointment hereunder of a successor Trustee with respect to all
Debt Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company, each Parent, Unilever U.S. and to
the retiring Trustee an instrument accepting such appointment, and thereupon
the resignation or removal of the retiring Trustee shall become effective and
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee; but, on request of the Company, either Parent or Unilever U.S. or
the successor Trustee, such retiring Trustee shall, upon payment of its
charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall
duly 


 


77

















 


assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.


 


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


 


78














 


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


 


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


 


SECTION 6.12.    Merger,
Conversion, Consolidation or Succession to Business.  Any corporation into which the Trustee may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Trustee shall
be a party, or any corporation succeeding to all or substantially all the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder; provided such corporation shall be otherwise qualified and
eligible under this Article, without the execution or filing of any paper or
any further act on the part of any of the parties hereto.  In case any Debt Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authentication Trustee may adopt
such authentication and deliver the Debt Securities so authenticated with the
same effect as if such successor Trustee had itself authenticated such Debt
Securities.


 


SECTION 6.13.    Preferential
Collection of Claims.  If and when
the Trustee shall be or become a creditor of any Issuer or Guarantor (or any
other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
such Issuer or Guarantor (or any such other obligor).


 


SECTION 6.14.    Appointment
of Authenticating Agent.  At any time
when any of the Debt Securities remain Outstanding the Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Debt
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Debt Securities of such series issued upon exchange, registration
of transfer or partial redemption thereof, and Debt Securities so authenticated
shall be entitled to the benefits of this Indenture and 


 


79

















 


shall be valid
and obligatory for all purposes as if authenticated by the Trustee
hereunder.  Wherever reference is made in
this Indenture to the authentication and delivery of Debt Securities by the
Trustee or the Trustee’s certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent (except for Debt Securities authenticated upon original
issuance or upon replacement of mutilated, lost, stolen or destroyed
securities) of a certificate of authentication executed on behalf of the
Trustee by an Authenticating Agent.  Each
Authenticating Agent shall be acceptable to the Company and Unilever N.V.,
and shall at all times be a corporation organized and doing corporate trust and
agency business under the laws of the United States of America, any State
thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by Federal or State or
District of Columbia authority.  If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published.  If at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.


 


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


 


An Authenticating Agent may
resign at any time by giving written notice thereof to the Trustee and to the
applicable Issuer.  The Trustee may at
any time terminate 


 


80

















 


the agency of an Authenticating
Agent by giving written notice thereof to such Authenticating Agent and to the
applicable Issuer.  Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the applicable Issuer and shall give notice
(at the expense of the applicable Issuer) to the Holders of Debt Securities in
the manner and to the extent provided in Section 1.06.  Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. 
No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section.


 


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


 


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


 


CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  THE BANK OF NEW YORK, as 

  
	
   

  	
  Trustee,

  
	
   

  	
   

  
	
   

  	
  By

  
	
   

  	
   

  
	
   

  	
  As Authenticating Agent

  
	
   

  	
   

  
	
   

  	
  By

  
	
   

  	
   

  
	
   

  	
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Dated:

  	
   

  



 


81

















 


ARTICLE VII


 


Holders’ Lists and Reports by Trustee,


Issuer and Guarantors


 


SECTION 7.01.    Issuer
and Guarantors to Furnish Trustee Names and Addresses of Holders.  Each Issuer and the Guarantors of any series
of Debt Securities issued under this Indenture will furnish or cause to be
furnished to the Trustee


 


(a)  semi-annually, not more than
15 days after each Regular Record Date, a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders of
registered Debt Securities of such series as of such Regular Record Date, and


 


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


 


provided,
however, that if and so long as the Trustee shall be the Security
Registrar, such list shall not be required to be furnished with respect to
registered Debt Securities of any such series, but in any event the Issuer and
the Guarantors shall be required to furnish such information concerning the
Holders of bearer Debt Securities of any such series which is known to them;
and provided further that the Issuer and each Guarantor shall have no
obligation to investigate any matter relating to any Holder of a bearer Debt
Security.


 


SECTION 7.02.    Preservation
of Information; Communication to Holders. 
(a)  The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders (i) contained
in the most recent list furnished to the Trustee as provided in Section 7.01
and (ii) received by the Trustee in its capacity as Paying Agent (if so
acting).  The Trustee may destroy any
list furnished to it as provided in Section 7.01 upon receipt of a new
list so furnished.


 


(b)  The rights of
Holders to communicate with other Holders with respect to their rights under
this Indenture or under the Debt Securities, and the 


 


82

















 


corresponding rights and
privileges of the Trustee, shall be as provided by the Trust Indenture Act.


 


(c)  Every Holder, by
receiving and holding a Debt Security, agrees with the Issuer of such Debt
Security, each Guarantor and the Trustee that neither such Issuer, any
Guarantor nor the Trustee nor any agent of any of them shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders made pursuant to the Trust Indenture Act.


 


SECTION 7.03.    Reports
by Trustee.  (a)  The
Trustee shall transmit to Holders such reports concerning the Trustee and its
actions under this Indenture as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant thereto.  If required by Section 313(a) of the
Trust Indenture Act, the Trustee shall, within sixty days after each May 15
following the date of this Indenture deliver to Holders a brief report, dated
as of such May 15, which complies with the provisions of such Section 313(a).


 


(b)  A copy of each
such report shall, at the time of such transmission to Holders, be filed by the
Trustee with each stock exchange upon which the Debt Securities for which it is
acting as Trustee are listed, with the Commission and with the Issuer and each
Guarantor of such Debt Securities.  The
Issuer will promptly notify the Trustee when any of the Debt Securities are
listed on any stock exchange or delisted therefrom.


 


SECTION 7.04.    Reports
by Issuer and Guarantors.  Each
Issuer and each Guarantor shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at
the times and in the manner provided pursuant to such Act; provided that
any such information, documents or reports required to be filed with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be
filed with the Trustee within 15 days after the same is so required to be
filed with the Commission.  Delivery of
such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Issuer’s 


 


83

















 


or Guarantor’s, as the case may
be, compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on applicable officers’ Certificates).


 


ARTICLE VIII


 


Consolidation, Merger, Conveyance,


Transfer or Lease


 


SECTION 8.01.    Company,
Unilever U.S. or Parents May Consolidate, Etc., Only on Certain Terms.  Neither the Company nor any Parent shall
consolidate or amalgamate with or merge into any other corporation or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, unless:


 


(1)  the corporation formed by such
consolidation or amalgamation or into which the Company or any Parent is merged
or the Person which acquires by conveyance or transfer, or which leases, the
properties and assets of the Company or such Parent substantially as an
entirety (i) shall be, in the case of the Company, a corporation organized
and existing under the laws of the United States of America, (ii) in the
case of Unilever N.V., Unilever PLC or Unilever U.S., shall, if not
incorporated in the Netherlands, the United Kingdom or the United States of
America, respectively, expressly agree to make payments under the Guarantees
free of any deduction or withholding for or on account of taxes, levies,
imposts and charges of the country of its incorporation (or any political
subdivision or taxing authority thereof or therein) in a manner equivalent to
the form of Guarantee set forth in Section 2.02 and Section 10.10,
subject to the exceptions, if any, contained in such form, and (iii) shall
expressly assume, by an indenture supplemental hereto, executed and delivered
to the Trustee, in form satisfactory to the Trustee, in the case of the
Company, or either Parent, as the case may be, the due and punctual payment of
the principal of (and premium, if any), any interest on and any other payments
with respect to all the Debt Securities and the performance of every covenant
of this Indenture on the part of the Company or either Parent, as the case may
be, to be performed or observed, and, in the case of any such Parent, as 


 


84

















 


applicable, the due and punctual performance of the Guarantees and


 


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


 


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


 


SECTION 8.02.    Successor
Corporation Substituted.  Upon any
consolidation, amalgamation or merger or any conveyance, transfer or lease of
the properties and assets of the Company or any Parent substantially as an
entirety in accordance with Section 8.01, the successor corporation formed
by such consolidation or amalgamation or into which the Company or any such
Parent 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 or any such Parent, as the case may be, under this Indenture with
the same effect as if such successor corporation had been named as the Company
or such Parent, as the case may be, herein, and thereafter, except in the case
of a lease, the predecessor corporation shall be relieved of all obligations
and covenants under this Indenture, the Debt Securities and the Coupons, if
any.


 


SECTION 8.03.    Assumption
by Guarantors or Subsidiary of Company’s Obligations.  Any Guarantor or any Subsidiary of any
Guarantor may assume the obligations of any Issuer (or any corporation which
shall have previously assumed the obligations of such Issuer) for the due and
punctual payment of the principal of (and premium, if any), any interest on and
any other payments with respect to any series of Debt Securities and the
performance of every covenant of this Indenture, the Debt Securities and the
Coupons on the part of such Issuer to be performed or observed; provided
that:


 


85

















 


(1)  such Guarantor or such
Subsidiary, as the case may be, shall expressly assume such obligations by an
indenture supplemental hereto, in form satisfactory to the Trustee, executed
and delivered to the Trustee and if such Subsidiary assumes such obligations,
such Guarantor shall, by such supplemental indenture, confirm that its
Guarantees shall apply to such Subsidiary’s obligations under the Debt
Securities and the Coupons and this Indenture, as modified by such supplemental
indenture;


 


(2)  such Guarantor or such
Subsidiary, as the case may be, shall agree in such supplemental indenture, to
the extent provided in the Debt Securities and subject to the limitations and
exceptions set forth below, to pay as additional interest to a Holder or a
holder of a Coupon, if any, who, with respect to a tax, assessment or other
governmental charge of the United Kingdom (or any political subdivision or
taxing authority thereof or therein) (a “United Kingdom Tax”), is not resident
in the United Kingdom for purposes of United Kingdom taxation, with respect to
a tax, assessment or other governmental charge of the Netherlands (or any political
subdivision or taxing authority thereof or therein) (a “Netherlands Tax”), is
not resident in the Netherlands for purposes of Netherlands taxation, and, if
applicable, with respect to a tax, assessment or other governmental charge of
the United States of America (or any political subdivision thereof or therein)
(a “United States Tax”), is a United States Alien, such additional amounts as
may be necessary so that every net payment, if applicable, of principal,
premium, if any, or interest on such Debt Security or such Coupon, if any, by
such Guarantor or such Subsidiary, as the case may be, after deduction or
withholding for or on account of any present or future United Kingdom Tax,
Netherlands Tax, or, if applicable, United States Tax imposed upon or as a
result of such payment will not be less than the amount specified in such Debt
Security or such Coupon, if any, to be due and payable.  However, such Guarantor or such Subsidiary,
as the case may be, shall not be required to make any payment of additional
interest for or on account of:


 


86

















 


(a)  any tax, assessment or other
governmental charge which would not have been imposed but for (i) the
existence of any present or former connection between such Holder or holder (or
between a fiduciary, settlor, beneficiary, member or shareholder of, or
possessor of a power over, such Holder or holder, if such Holder or holder is
an estate, trust, partnership or corporation) and, with respect to a United
Kingdom Tax, the United Kingdom or any political subdivision or territory or
possession thereof or therein or area subject to its jurisdiction, with respect
to a Netherlands Tax, the Netherlands or any political subdivision or territory
or possession thereof or therein or area subject to its jurisdiction, and, if
applicable, with respect to a United States Tax, the United States of America
or any political subdivision or territory thereof or therein or area subject to
its jurisdiction, including, without limitation, such Holder or holder (or such
fiduciary, settlor, beneficiary, member, shareholder or possessor) being or
having been a citizen or resident thereof or treated as a resident thereof or
being or having been present or engaged in trade or business therein or having
or having had a permanent establishment therein, or (ii) the presentation
of a Debt Security (where presentation is required) or Coupon, if any, for
payment on a date more than 10 days after the date on which such payment
became due and payable or the date on which payment thereof was duly provided
for, whichever occurred later;


 


(b)  any estate, inheritance, gift,
sales, transfer, personal property or similar tax, assessment or other
governmental charge;


 


(c)  any tax, assessment or other
governmental charge which is payable otherwise than by withholding from
payments of (or in respect of) principal of, premium, if any, or any interest
on, the Debt Securities or Coupons, if any;


 


(d)  with respect to any United
States Tax, if applicable, any such tax, imposed by reason of such Holder’s or
holder’s past or present status


 


87














 


as a personal holding company, foreign personal holding company or
foreign private foundation or similar tax-exempt organization with respect to
the United States of America or as a corporation which accumulates earnings to
avoid United States Federal income tax;


 


(e)  with respect to any United
States Tax, if applicable, any such tax that would not have been imposed but
for the failure of such Holder or holder or the beneficial owner of such Debt
Security or Coupon, if any, to provide such certification or documentation at
or prior to the time of payment to the effect that such Holder or holder or
beneficial owner is a United States Alien and lacks other connections with the
United States of America if such certification or documentation is required by
statute or regulation of the United States Treasury Department as a
precondition to relief or exemption from such tax;


 


(f)  with respect to any United
States Tax, if applicable, any such tax, imposed by reason of such Holder’s or
holder’s past or present status as (i) the actual or constructive owner of
10%, or more of the total combined voting power of all classes of stock of the
Company or Unilever U.S. or any direct or indirect subsidiary of the
Company or Unilever U.S. entitled to vote, or (ii) a controlled
foreign corporation that is related to the Company or Unilever U.S.
through stock ownership;


 


(g)  any tax, assessment or other
governmental charge required to be withheld by any Paying Agent from any
payment of principal of, premium, if any, or any interest on, any bearer Debt
Security or Coupon, if such payment can be made without such withholding by any
other Paying Agent;


 


(h)  with respect to Debt
Securities other than Bearer Debt Securities, any tax, assessment or other
governmental charge which would not have been imposed if such Holder or holder
had made a declaration of non-residence or other similar 


 


88

















 


claim for exemption to the relevant tax authority; or


 


(i) any combinations of items (a), (b),
(c), (d), (e), (f), (g) and (h) above;


 


nor shall additional interest be paid with respect to any payment of
the principal of, premium, if any, or any interest on any Debt Security or
Coupon, to any such Holder or holder who is a fiduciary or partnership or a
beneficial owner who is other than the sole beneficial owner of such payment to
the extent a beneficiary or settlor with respect to such fiduciary or a member
of such partnership or a beneficial owner would not have been entitled to such
additional interest had it been the Holder or holder of the Debt Security or
Coupon;


 


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


 


(4)  such Guarantor or such
Subsidiary, as the case may be, shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that such assumption and
such supplemental indenture comply with this Article and that all conditions
precedent herein provided for relating to such transactions have been complied
with.


 


Upon any such assumption, such
Guarantor or such Subsidiary shall succeed to, and be substituted for, and
exercise every right and power of, such Issuer under this Indenture with the
same effect as if such Guarantor or such Subsidiary had been named as the
Issuer herein, and such Issuer or any successor corporation which shall
theretofore have become such in the manner prescribed in this Article VIII
shall be released from its liability as obligor upon the Debt Securities and
the Coupons, if any.


 


ARTICLE IX


 


Supplemental Indentures


 


SECTION 9.01.    Supplemental
Indentures without Consent of Holders. 
Without the consent of any Holders or 


 


89

















 


holders of Coupons, the
Company, each Parent and Unilever U.S. when authorized pursuant to action
of its Board of Directors, and the Trustee, at any time and from time to time,
may enter into one or more indentures supplemental hereto, for any of the
following purposes:


 


(1)  to evidence the succession of
another corporation to the Company, either Parent or Unilever U.S., as the
case may be, and the assumption by any such successor of the covenants of the
Company, either Parent or Unilever U.S., as the case may be, herein and in the
Debt Securities and Coupons or Guarantees; or


 


(2)  to add to the covenants of the
Company, either Parent or Unilever U.S., as the case may be, for the benefit of
the Holders of all or any series of Debt Securities (and if such covenants are
to be for the benefit of less than all series of Debt Securities stating that
such covenants are expressly being included solely for the benefit of a
particular series) or to surrender any right or power herein conferred upon the
Company, either Parent or Unilever U.S., as the case may be; or


 


(3)  to add any additional Events
of Default; or


 


(4)  to change or eliminate any of
the provisions of this Indenture, or any supplemental indenture; provided that
any such change or elimination shall become effective only when there are no
Outstanding Debt Securities with respect to any series created prior to the
execution of such supplemental indenture effecting such change or elimination; or


 


(5)  to secure the Debt Securities;
or


 


(6)  to establish the form or terms
of Debt Securities of any series and any Coupons appertaining thereto as
permitted by Section 3.01; or


 


(7)  to change any Place of
Payment; or


 


(8)  to cure any ambiguity or omission,
to correct or supplement any provision herein which may be defective or
inconsistent with any other provision herein or in any supplemental indenture,
or to make any other provisions herein or in any supplemental 


 


90

















 


indenture, or to make any other provisions with respect to matters or
questions arising under this Indenture; provided such action shall not
adversely affect the interests of the Holders of Debt Securities or holders of
Coupons of any series in any material respect; or


 


(9)  to evidence and provide for
the acceptance of appointment hereunder by a successor Trustee with respect to
the Debt Securities of one or more series and to add to or change any of the
provisions of this Indenture as shall be necessary to provided for or
facilitate the administration of the trusts hereunder by more than one Trustee,
pursuant to the requirement of Section 6.11(b).


 


SECTION 9.02.    Supplemental
Indentures with Consent of Holders. 
With the consent of the Holders of not more than 66-2/3% in aggregate
principal amount of the outstanding Debt Securities of all series affected by
such supplemental indenture (voting as one class), by Act of said holders
delivered to the Company, each Parent and Unilever U.S. and the Trustee,
the Company, each Parent and Unilever U.S. when authorized by a Board
Resolution, and the Trustee shall enter into an indenture or indentures
supplemental to for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Indenture or of modifying
in any manner the rights of the Holders of Debt Securities of all such series
under the Indenture; provided, however, that no such supplemental
Indenture shall, without the consent of the Holder of each Outstanding Debt
Security affected thereby,


 


(1)  change the Stated Maturity of
the principal of, or any installment of interest on, or any sinking fund or
analogous payment under, any Debt Security, or reduce the principal amount
thereof or the rate or rates of any interest thereon or any premium payable
upon the redemption thereof or any sinking fund or analogous payment thereon,
or reduce the amount of the principal of an Original Issue Discount Security
that would be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 5.02 or upon the redemption thereof,
or change the coin or currency in which any Debt Security or any premium or any
interest thereon is payable, impair the right to institute suit for the enforcement
of any such payment on or after the Stated Maturity thereof 


 


91

















 


(or, in the case of redemption, on or after the Redemption Date), or


 


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


 


(3)  modify any of the provisions
of this Section, Section 5.13 or Section 10.08, except to increase
any such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of
each Outstanding Debt Security affected thereby; provided, however,
that this clause shall not be deemed to require the consent of any Holder with
respect to changes in the references to “the Trustee” and concomitant changes
in this Section and Section 10.08, or the deletion of this proviso, in
accordance with the requirements of Sections 6.11(b) and 9.01(9), or


 


(4)  change in any manner
materially adverse to the interests of the Holders of any Debt Securities the
terms and conditions of the obligations of any Guarantor in respect of the due
and punctual payment of the principal thereof (and premium, if any) and any
interest thereon or any sinking fund or analogous payments provided in respect
thereof.


 


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


 


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


 


92

















 


SECTION 9.03.    Execution
of Supplemental Indentures.  In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and (subject
to Section 6.01) shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture.  The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee’s own rights, duties or immunities under
this Indenture or otherwise.


 


SECTION 9.04.    Effect
of Supplemental Indentures.  Upon the
execution of any supplemental indenture under this Article, this Indenture
shall be modified in accordance therewith, and such supplemental indenture
shall form a part of this Indenture for all purposes; and every Holder of Debt
Securities theretofore or thereafter authenticated and delivered hereunder and
every holder of Coupons shall be bound thereby.


 


SECTION 9.05.    Conformity
with Trust Indenture Act.  Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act.


 


SECTION 9.06.    Reference
in Debt Securities to Supplemental Indentures.  Debt Securities of any series authenticated
and delivered after the execution of any supplemental indenture pursuant to
this Article may, and shall if required by the Trustee, bear a notation in form
satisfactory to the Trustee as to any matter provided for in such supplemental
indenture.  If the Company, each Parent
and Unilever U.S. shall so determine, new Debt Securities of any series so
modified as to conform, and satisfactory to the Trustee, the Company, each
Parent and Unilever U.S., to any such supplemental indenture may be
prepared and executed by the Company, the Guarantees of each Guarantor may be
endorsed thereon and such Debt Securities may be authenticated and delivered by
the Trustee in exchange for Outstanding Debt Securities of such series.


 


93

















 


ARTICLE X


 


Covenants


 


SECTION 10.01.    Payment
of Principal, Premium and Interest. 
Each Issuer covenants and agrees for the benefit of each series of Debt
Securities that it will duly and punctually pay the principal of (and premium,
if any) and any interest on the Debt Securities of that series in accordance
with the terms of the Debt Securities, any Coupons appertaining thereto and
this Indenture.


 


Any interest on bearer Debt
Securities shall be payable only upon presentation and surrender outside the
United States of America of the several Coupons for such interest installments
as are evidenced thereby as they severally mature.  Any interest on any temporary bearer Debt
Securities shall be paid, as to any installment of interest evidenced by a
Coupon attached thereto, if any, only upon presentation and surrender outside
the United States of America of such Coupon, and, as to the other installments
of interest, if any, only upon presentation outside the United States of
America of such Debt Securities for notation thereon of the payment of such
interest.  Any interest on registered
Debt Securities shall be payable only to or upon the written order of the
Holders thereof.


 


SECTION 10.02.    Maintenance
of Office or Agency.  Each Issuer
will maintain in each Place of Payment for any series of Debt Securities an
office or agency where Debt Securities of that series and any Coupons
appertaining thereto may be presented or surrendered for payment, where Debt
Securities of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon such Issuer in respect of the
Debt Securities of that series and any Coupons appertaining thereto and this
Indenture may be served; provided, however, that at the option of
such Issuer, in the case of registered Debt Securities of such series, payment
of any interest thereon may be made by check mailed to the address of the
Person entitled herein as such address shall appear in the Security
Register.  With respect to the Debt
Securities of any series, such office or agency and each Place of Payment shall
be specified as contemplated by Section 3.01.  In the absence of any such provisions with
respect to the registered Debt Securities of any series (i) the place
shall be the Borough of Manhattan, The City of New York and (ii) such
office or agency in such Place of Payment initially shall be the Corporate
Trust Office of the Trustee.  Each
Guarantor will maintain in the Borough 


 


94

















 


of Manhattan, The City of
New York, an office or agency where notices and demands to or upon such
Guarantor in respect of registered Debt Securities of any series and this
Indenture may be served.  The Company,
each Parent (whether as Issuer or Guarantor) and Unilever U.S. will give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency.  If
at any time the Company, either Parent or Unilever U.S. shall fail to
maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands (except presentations or surrenders of bearer Debt Securities or
Coupons for payment) may be made or served at the Corporate Trust Office of the
Trustee.  Each of the Company the Parents
and Unilever U.S. hereby appoints the Trustee as its agent to receive all
presentations, surrenders, notices and demands.


 


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


 


SECTION 10.03.    Money
for Debt Security Payments to be Held in Trust.  If the Company, either Parent or
Unilever U.S. shall at any time act as Paying Agent with respect to the
Debt Securities of any series and any Coupons appertaining thereto, it will, on
or before each due date for payment of the principal of (and premium, if any)
or any interest on any of the Debt Securities of that series, segregate and
hold or cause to be held in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or any
interest so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and will promptly notify the Trustee
of its failure so to act.


 


95














 


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


 


Each Issuer will cause each
Paying Agent for any series of Debt Securities other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will:


 


(1)  comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent; and


 


(2)  at any time during the
continuance of any such default by the Issuer (or any other obligor upon the
Debt Securities of that series) in the making of any payment of principal of
(and premium, if any) or interest on Debt Securities of that series, upon the
written request of the Trustee, forthwith pay to the Trustee all sums held in
trust by such Paying Agent for payment in respect of such Debt Securities.


 


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


 


Any money deposited with the
Trustee or any Paying Agent, or then held by any Issuer or any Guarantor, in
trust for the payment of the principal of (and premium, if any) or any interest
on any Debt Security of any series 


 


96

















 


and remaining unclaimed for two
years after such principal (and premium, if any) or any interest has become due
and payable shall (after deduction for any intervening tax paid with respect
thereto) be paid to such Issuer or such Guarantor, as the case may be, on
Issuer Request, or (if then held by such Issuer or such Guarantor) shall be
discharged from such trust; and the Holder of such Debt Security and the holder
of any Coupon appertaining thereto shall thereafter, as an unsecured general
creditor, look only to the Company, the Parents and Unilever U.S. for
payment thereof (and, in the case of bearer Debt Securities or Coupons, such
payments shall be made only outside the United States of America), and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company, either Parent or Unilever U.S. as
trustee thereof, shall thereupon cease; provided, however, that
the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the applicable Issuer or Issuers cause to be
published at least once, in Authorized Newspapers, published in the Borough of
Manhattan, The City of New York, and London, England, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be paid to the Company, either Parent
or Unilever U.S., as the case may be.


 


SECTION 10.04.    Corporate
Existence.  Subject to Article VIII,
the Company and the Parents will do or cause to be done all things necessary to
preserve and keep in full force and effect their respective corporate
existences.


 


SECTION 10.05.    Limitation
of Liens.  (a)  The Parents
will not, nor will they permit any Restricted Subsidiary to, issue, assume or
guarantee any Debt secured by a mortgage, security interest, pledge, lien or
other encumbrance (mortgages, security interests, pledges, liens and other
encumbrances being hereinafter in this Section 10.05 and in Section 10.06
referred to as a “mortgage” or “mortgages”) upon any Principal Property or upon
any shares of stock or indebtedness of any Restricted Subsidiary (whether such
Principal Property, shares of stock or indebtedness are now owned or hereafter
acquired) without in each such case effectively providing concurrently with the
issuance, assumption or guaranty of 


 


97

















 


any such Debt that the
Guarantees (together with, if the Parents shall so determine, any other
indebtedness of or guaranteed by the Parents or such Restricted Subsidiary
ranking equally with the Guarantees and then existing or thereafter created)
shall be secured equally and ratably with (or prior to) such Debt (and the
Trustee by its execution hereof agrees to enter into a supplemental indenture
pursuant to Section 9.01(5) of this Indenture and to accept such security
and hold it for the benefit of the Holders of Debt Securities at the expense of
the Issuer of such Debt Securities); provided, however, that the
foregoing restrictions shall not apply to, and there shall be excluded from
Debt secured by a mortgage or mortgages in any computation under Section 10.05(b),
Debt secured by:


 


(i)  mortgages on property, shares
of stock or indebtedness of any corporation, which mortgages are existing at
the time such corporation becomes a Restricted Subsidiary;


 


(ii)  mortgages on property, which
mortgages are existing at the time of acquisition of such property, or
mortgages to secure Debt relating to the payment of all or any part of the
purchase price of such property upon the acquisition of such property by either
Parent or a Restricted Subsidiary, or to secure any Debt incurred prior to, at
the time of, or within 12 months after, the later of the acquisition, the
completion of construction (including any improvements on an existing property)
or the commencement of commercial operation of such property, which Debt is
incurred for the purpose of financing all or any part of the purchase price
thereof;


 


(iii)  mortgages on property to
secure Debt incurred to finance all or part of the cost of the construction,
alteration or repair of any building, equipment or facilities or of any other
improvements on, all or any part of such property, if such Debt is incurred
prior to, during, or within 12 months after completion of, such
construction, alteration or repair;


 


(iv)  mortgages which secure Debt owing
to any Guarantor or any Restricted Subsidiary by any Restricted Subsidiary or
any Guarantor;


 


98

















 


(v)  mortgages on assets held by
banks to secure amounts due to such banks in the ordinary course of business or
mortgages under workers’ compensation laws, unemployment insurance laws or
similar legislation, or good faith deposits in connection with bids, tenders,
contracts (other than for the repayment of Debt), or deposits to secure public
or statutory obligations of either Parent or any Restricted Subsidiary, or
deposits of cash or obligations of the United States of America to secure
surety and appeal bonds to which either Parent or any Restricted Subsidiary is
a party or in lieu of such bonds, or pledges or deposits for similar purposes
in the ordinary course of business, or liens imposed by law, such as laborers’
or other employees’, carriers’, warehousemen’s, mechanics’, materialmen’s and
vendors’ liens and liens arising out of judgments or awards against either
Parent or any Restricted Subsidiary with respect to which such Parent or such
Restricted Subsidiary at the time shall be prosecuting an appeal or proceedings
for review and with respect to which it shall have secured a stay of execution
pending such appeal or proceedings for review, or liens for property taxes not
yet subject to penalties for nonpayment or the amount or validity of which is
being in good faith contested by appropriate proceedings by either Parent or
any Restricted Subsidiary, as the case may be, or minor survey exceptions,
minor encumbrances, easements or reservations of, or rights of others for,
rights of way, sewers, electric lines, telegraph and telephone lines and other
similar purposes, or zoning or other restrictions as to the use of real
properties, which liens, exceptions, encumbrances, easements, reservations,
rights and restrictions do not, in the opinion of the Parents, in the aggregate
materially detract from the value of said properties or materially impair their
use in the operation of the business of the Parents and the Restricted
Subsidiaries;


 


(vi)  mortgages on property in
favor of the United Kingdom, Canada, the United States of America, the
Netherlands or any political subdivision of any thereof, or any department,
agency or instrumentality of any thereof, to secure partial, progress, advance
or other payments pursuant to the provisions of any contract or statute,
including, but not limited to, 


 


99

















 


mortgages incurred in connection with pollution control, industrial
revenue or similar financing;


 


(vii)  mortgages existing at the
date of the execution of this Indenture;


 


(viii)  mortgages incurred (no
matter when created) in connection with engaging in leveraged or single
investor lease transactions; provided that the instrument creating or
evidencing any Debt secured by such mortgage shall provide that such Debt is
payable solely out of the income and proceeds of the property subject to such
mortgage and is not a personal obligation of the lessor;


 


(ix)  mortgages on property, shares
of stock or indebtedness of a corporation existing at the time such corporation
is merged into or consolidated or amalgamated with either Parent or a
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 Parent or a Restricted Subsidiary;


 


(x)  mortgages on property incurred
or assumed in connection with an issuance of revenue bonds, the interest on
which is exempt from United States Federal income taxation pursuant to Section 103
of the United States Internal Revenue Code from time to time; and


 


(xi)  any extension, renewal or
replacement (or successive extensions, renewals or replacements) in whole or in
part of any mortgage referred to in the foregoing clauses (i) through (x) inclusive;
provided, however, that the principal amount of Debt secured
thereby shall not exceed the principal amount of Debt so secured at the time of
such extension, renewal or replacement, and that such extension, renewal or
replacement shall be limited to all or a part of the property which secured the
mortgage so extended, renewed or replaced (plus improvements on such property).


 


(b)   Notwithstanding
the provisions of subsection (a) of this Section 10.05, the Parents
may, and may permit any Restricted Subsidiary to, issue, assume or guarantee
Debt secured by mortgages not excepted by 


 


100

















 


clauses (i)
through (xi) inclusive of such subsection (a) without equally and ratably
securing the Guarantees; provided, however, that the aggregate
principal amount of all such Debt then outstanding, plus the principal amount
of the Debt then being issued, assumed or guaranteed, and the aggregate amount
of the Attributable Debt in respect of sale and leaseback transactions (with
the exception of Attributable Debt which is excluded pursuant to clauses (1)
through (4) inclusive of Section 10.06), shall not exceed 10% of Capital
Employed.


 


SECTION 10.06.    Limitation
on Sales and Leasebacks.  The Parents
will not, and will not permit any Restricted Subsidiary to, enter into any
transaction with any Person for the leasing by either Parent or a Restricted
Subsidiary of any Principal Property, the acquisition (including, without
limitation, acquisition by merger, amalgamation or consolidation) or the
completion of construction and commencement of full operation, whichever is
later, of which has occurred more than 120 days prior thereto, which
Principal Property has been or is to be sold or transferred by such Parent or
such Restricted Subsidiary to such Person in contemplation of such leasing
(herein referred to as a “sale and leaseback transaction”) unless, after giving
effect thereto, the aggregate amount of all Attributable Debt with respect to
all such sale and leaseback transactions plus all Debt secured by mortgages on
Principal Properties (with the exception of Debt secured by mortgages which is
excluded pursuant to clauses (i) through (xi) inclusive of Section 10.05(a))
would not exceed 10% of Capital Employed. 
This covenant shall not apply to, and there shall be excluded from
Attributable Debt in any computation under Section 10.05 or this Section 10.06,
Attributable Debt with respect to any sale and leaseback transaction if:


 


(1)  the lease in such sale and
leaseback transaction is for a term of not more than three years, or


 


(2)  such Parent or such Restricted
Subsidiary shall apply or cause to be applied an amount in cash equal to the
greater of (i) the net proceeds of such sale or transfer, or (ii) the
fair value (as determined by the Boards of Directors of the Parents) of such
Principal Property so leased at the time of entering into such arrangement to
the retirement (other than any mandatory retirement or by way of 


 


101

















 


payment at maturity), within 120 days of the effective date of any
such arrangement, of Debt of the Parents or the Restricted Subsidiaries (other
than Debt owed by any Subsidiary), which by its terms matures more than
12 months after the date of the creation of such Debt, or shall apply such
proceeds to investment in other Principal Properties within a period not
exceeding 12 months prior or subsequent to any such arrangement, or


 


(3)  such sale and leaseback
transaction is entered into between any Guarantor and a Restricted Subsidiary
or between. Restricted Subsidiaries or between Guarantors, or


 


(4)  either Parent or a Restricted
Subsidiary would be entitled to incur a mortgage on such Principal Property
pursuant to clauses (i) through (xi) inclusive of Section 10.05
securing Debt without equally and ratably securing the Guarantees pursuant to Section 10.05.


 


SECTION 10.07.    Company
to be Wholly Owned Subsidiary.  The
Parents will take such steps as may be necessary to ensure that at all times
they (or either of them) shall own, directly or indirectly, all the outstanding
shares of Voting Stock of the Company (and any successor to the Company as
provided in Article VIII), except for directors’ qualifying shares to the
extent that under any mandatory law applicable to either of them or the
Company, they shall be permitted to so own only a lesser amount of shares.


 


SECTION 10.08.    Statement
as to Compliance.  The Company, each
Parent and Unilever U.S. will each deliver to the Trustee, within
120 days after the end of each fiscal year of each such party,
respectively, a certificate, from its principal executive officer or principal
financial officer or principal accounting officer, stating whether or not to
the best knowledge of the signer thereof such party is in compliance (without
regard to periods of grace or notice requirements) with all conditions and
covenants under this Indenture, and if such party shall not be in compliance,
specifying such non-compliance and the nature and status thereof of which such
signer may have knowledge.


 


SECTION 10.09.    Waiver
of Certain Covenants.  The Company
and each Parent may omit in any particular instance 


 


102

















 


to comply with
any covenant or condition set forth in Sections 10.05, 10.06 or 10.07,
with respect to the Debt Securities of all series if before the time for such
compliance the Holders of at least a majority in aggregate principal amount of
all Outstanding Debt Securities (voting as one class) shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to
or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Company
and each Parent and the duties of the Trustee in respect of any such covenant
or condition shall remain in full force and effect.


 


SECTION 10.10.    Additional
Payments by the Guarantors.  Each
Guarantor hereby agrees, subject to the limitations and exceptions set forth
below, (i) that if any deduction or withholding for or on account of any
present: or future United Kingdom Tax or Netherlands Tax, shall at any time be
required by the United Kingdom or the Netherlands (or any such subdivision or
authority) in respect of any amounts to be paid by such Guarantor under this
Guarantee, or (ii) provided that the terms of the Debt Security upon which
this Guarantee is endorsed provide for the payment by the Issuer of additional
interest in respect of any deduction or withholding for taxes, assessments or
other governmental charges imposed by the United States of America (or any
political subdivision or taxing authority thereof or therein), that if any
deduction or withholding for or on account of any such present or future United
States Tax shall at any time be required in respect of amounts to be paid by
such Guarantor under this Guarantee, then such Guarantor will pay as additional
interest such additional amounts as may be necessary in order that the net
amounts paid pursuant to the Guarantee to the Holder of a Debt Security or to
the holder of any Coupon appertaining thereto who, with respect to a United
Kingdom Tax, is not resident in the United Kingdom for purposes of United
Kingdom taxation, with respect to a Netherlands Tax, is not resident in the
Netherlands for purposes of Netherlands taxation, and, with respect to a United
States Tax, is a United States Alien, after deduction or withholding for or on
account of such United Kingdom Tax, Netherlands Tax, or, if applicable, United
States Tax, as the case may be, will not be less than the amount specified in
such Debt Security or such Coupon, if any, to be then due and payable.  


 


103

















 


However, such
Guarantor or such Subsidiary, as the case may be, shall not be required to make
any payment of additional interest for or on account of:


 


(a)  any tax, assessment or other
governmental charge which would not have been imposed but for (i) the
existence of any present or former connection between such Holder or holder (or
between a fiduciary, settlor, beneficiary, member or shareholder of, or
possessor of a power over, such Holder or holder, if such Holder or holder is
an estate, trust, partnership or corporation) and, with respect to a United
Kingdom Tax, the United Kingdom or any political subdivision or territory or
possession thereof or therein or area subject to its jurisdiction, with respect
to a Netherlands Tax, the Netherlands or any political subdivision or territory
or possession thereof or therein or area subject to its jurisdiction, and, if
applicable, with respect to a United States Tax, the United States of America
or any political subdivision or territory or possession thereof or therein or
area subject to its jurisdiction, including, without limitation, such Holder or
holder (or such fiduciary, settlor, beneficiary, member, shareholder or
possessor) being or having been a citizen or resident thereof or treated as a
resident thereof or being or having been present or engaged in trade or
business therein or having or having had a permanent establishment therein, or (ii) the
presentation of a Debt Security (where presentation is required) or Coupon, if
any, for payment on a date more than 10 days after the date on which such
payment became due and payable or the date on which payment thereof was duly
provided for, whichever occurred later;


 


(b)  any estate, inheritance, gift,
sales, transfer, personal property or similar tax, assessment or other
governmental charge;


 


(c)  any tax, assessment or other
governmental charge, which is payable otherwise than by withholding from
payments of (or in respect of) principal of, premium, if any, or any interest
on, the Debt Securities or Coupons, if any;


 


(d)  with respect to any United
States Tax, if applicable, any such tax, imposed by reason of such Holder’s or
holder’s past or present status as a 


 


104

















 


personal holding company, foreign personal holding company or foreign
private foundation or similar tax-exempt organization with respect to the
United States of America or as a corporation which accumulates earnings to
avoid United States Federal income tax;


 


(e)  with respect to any United
States Tax, if applicable, any such tax that would not have been imposed but
for the failure of such Holder or holder or the beneficial owner of such Debt
Security or Coupon, if any, to provide such certification or documentation at
or prior to the time of payment to the effect that such Holder or holder or
beneficial owner is a United States Alien and lacks other connections with the United
States of America if such certification or documentation is required by statute
or regulation of the United States Treasury Department as a precondition to
relief or exemption from such Tax;


 


(f)  with respect to any United
States Tax, if applicable, any such tax imposed by reason of such Holder’s or
holder’s past or present status as (i) the actual or constructive owner of
10% or more of the total combined voting power of all classes of stock of the
Company or Unilever U.S. or any direct or indirect subsidiary of the
Company or Unilever U.S. entitled to vote, or (ii) a controlled
foreign corporation that is related to the Company or Unilever U.S.
through stock ownership;


 


(g)  any tax, assessment or other
governmental charge required to be withheld by any Paying Agent from any
payment of principal of, premium, if any, or any interest on, any bearer Debt
Security or Coupon, if such payment can be made without such withholding by any
other Paying Agent;


 


(h)  with respect to Debt
Securities other than Bearer Debt Securities, any tax, assessment or other
governmental charge which would not have been imposed if such Holder or holder
had made a declaration of non-residence or other similar claim for exemption to
the relevant tax authority; or


 


(i)  any combination of
items (a), (b), (c), (d), (e), (f), (g) and (h) above;


 


105

















 


nor shall additional interest
be paid with respect to any payment of the principal of, premium, if any, or
any interest on any Debt Security or Coupon to any such Holder or holder who is
a fiduciary or partnership or a beneficial owner who is other than the sale
beneficial owner of such payment to the extent a beneficiary or settlor with
respect to such fiduciary or a member of such partnership or a beneficial owner
would not have been entitled to such additional interest had it been the Holder
or holder of the Debt Security or Coupon.


 


SECTION 10.11.    Additional
Payments of Each Issuer.  Each Issuer
hereby agrees, subject to the limitations and exceptions set forth below, to
pay as additional interest to a Holder or holder of a Coupon, if any, who, with
respect to a United Kingdom Tax, is not resident in the United Kingdom for
purposes of United Kingdom taxation, with respect to a Netherlands Tax, is not
resident in the Netherlands for purposes of Netherlands taxation, and, if the
terms of the Debt Securities so provide, with respect to a United States Tax,
is a United States Alien such additional amounts as may be necessary so that
every net payment of principal, premium, if any, or interest on such Debt
Security or such Coupon, after deduction or withholding for or on account of
any present or future United Kingdom Tax, Netherlands Tax, or, United States
Tax imposed upon or as a result of such payment, will not be less than the
amount provided for in such Debt Security or such Coupon to be then due and
payable. However, each Issuer shall not be required to make any payment of
additional interest for or on account of:


 


(a)  any tax, assessment or other
governmental charge which would not have been imposed but for (i) the
existence of any present or former connection between such Holder or holder (or
between a fiduciary, settlor, beneficiary, member or shareholder of, or
possessor of a power over, such Holder or holder, if such Holder or holder is
an estate, trust, partnership or corporation) and, with respect to a United
Kingdom Tax, the United Kingdom or any political subdivision or territory or
possession thereof or therein or area subject to its jurisdiction, with respect
to a Netherlands Tax, the Netherlands or any political subdivision or territory
or possession thereof or therein or area subject to its jurisdiction, and, if
applicable, with respect to a United States Tax, the 


 


106














 


United States of America or any political subdivision or territory
thereof or therein or area subject to its jurisdiction, including, without
limitation, such Holder or holder (or such fiduciary, settlor, beneficiary,
member, shareholder or possessor) being or having been a citizen or resident
thereof or treated as a resident thereof or being or having been present or
engaged in trade or business therein or having had a permanent establishment
therein, or (ii) the presentation of a Debt Security (where presentation
is required) or Coupon for payment on a date more than 10 days after the
date on which such payment became due and payable or the date on which payment
thereof was duly provided for, whichever occurred later;


 


(b)  any estate, inheritance, gift,
sales, transfer, personal property or similar tax, assessment or other
governmental charge;


 


(c)  any tax, assessment or other
governmental charges which is payable otherwise than by withholding from
payments of (or in respect of) principal of, premium, if any, or any interest
on, the Debt Securities or Coupons;


 


(d)  with respect to any United
States Tax, if applicable, any such Tax imposed by reason of such Holder’s or
holder’s past or present status as a personal holding company, foreign personal
holding company or foreign private foundation or similar tax-exempt
organization with respect to the United States of America or as a corporation
which accumulates earnings to avoid United States Federal income tax;


 


(e)  with respect to any United
States Tax, if applicable, any such tax that would not have been imposed but
for the failure of such Holder or holder or the beneficial owner of such Debt
Security or Coupon to provide such certification or documentation at or prior
to the time of payment to the effect that such Holder or holder or beneficial
owner is a United States Alien and lacks other connections with the United
States of America if such certification or documentation is required by statute
or regulation of the United States Treasury Department as a precondition to
relief or exemption from such Tax;


 


107

















 


(f)  with respect to any United
States Tax, if applicable, any such tax imposed by reason of such Holder’s or
holder’s past or present status as (i) the actual or constructive owner of
10% or more of the total combined voting power of all classes of stock of the
Company or Unilever U.S. or any direct or indirect subsidiary of the
Company or Unilever U.S. entitled to vote, or (ii) a controlled
foreign corporation that is related to the Company or Unilever U.S.
through stock ownership;


 


(g)  any tax, assessment or other
governmental charge required to be withheld by any Paying Agent from any
payment of principal of, premium, if any, or any interest on, any bearer Debt
Security or Coupon, if such payment can be made without such withholding by any
other Paying Agent;


 


(h)  with respect to Debt
Securities other than Bearer Debt Securities, any tax, assessment or other
governmental charge which would not have been imposed if such Holder or holder
had made a declaration of non-residence or other similar claim for exemption to
the relevant tax authority; or


 


(i)  any combination of
items (a), (b), (c), (d), (e), (f), (g) and (h) above;


 


nor shall additional interest
be paid with respect to any payment of the principal of, premium, if any, or
any interest on any Debt Security or Coupon to any such Holder or holder who is
a fiduciary or partnership or a beneficial owner who is other than the sole
beneficial owner of such payment to the extent a beneficiary or settlor with
respect to such fiduciary or a member of such partnership or a beneficial owner
would not have been entitled to such additional interest had it been the Holder
or holder of the Debt Security or Coupon.


 


SECTION 10.12.    Calculation
of Original Issue Discount.  The
applicable Issuer shall file with the Trustee promptly at the end of each
calendar year a written notice specifying the amount of original issue
discount, if any, (including daily rates and accrual periods) accrued on
Outstanding Debt Securities as of the end of such year.


 


108

















 


ARTICLE XI


 


Redemption of Debt Securities


 


SECTION 11.01.    Applicability
of Article.  Debt Securities of any series
which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified pursuant to Section 3.01
for Debt Securities of any series) in accordance with this Article.


 


SECTION 11.02.    Election
to Redeem; Notice to Trustee.  The
election of any Issuer to redeem any series of Debt Securities shall be
evidenced by a Board Resolution.  In case
of any redemption at the election of an Issuer, such Issuer shall, at least 60
days prior to the Redemption Date fixed by such Issuer (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date and of the principal amount of Debt Securities of such series to be
redeemed.  In the case of any redemption
of Debt Securities of any series prior to the expiration of any provision
restricting such redemption provided in the terms of such Debt Securities or
elsewhere in this Indenture, the Issuer shall furnish the Trustee with respect
to such Debt Securities with an Officers’ Certificate evidencing compliance or
waiver of such provision.


 


SECTION 11.03.    Selection
by Trustee of Debt Securities to be Redeemed.  If less than all the Debt Securities of any
series are to be redeemed, the particular Debt Securities to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by the
Trustee, from the Outstanding Debt Securities of such series not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
(equal to the minimum authorized denomination for Debt Securities of that
series or any multiple thereof) of the principal amount of Debt Securities of
such series of a denomination larger than the minimum authorized denomination
for Debt Securities of that series.


 


The Trustee shall promptly
notify the Issuer in writing of the Debt Securities selected for redemption
and, in the case of any Debt Securities selected for partial redemption, the
principal amount thereof to be redeemed.


 


For all purposes of this
Indenture, unless the context otherwise requires, all provisions relating to
the 


 


109

















 


redemption of Debt Securities
shall relate in the case of any Debt Securities redeemed or to be redeemed only
in part, to the portion of the principal amount of such Debt Security which has
been or is to be redeemed.


 


SECTION 11.04.    Notice
of Redemption.  Notice of redemption
shall be given not less than 30 nor more than 60 days prior to the
Redemption Date to each Holder of Debt Securities to be redeemed in the manner
and to the extent provided in Section 1.06.


 


All notices of redemption shall identify the
Debt Securities to be redeemed (including applicable CUSIP numbers, if any) and
state:


 


(1)  the Redemption Date,


 


(2)  the Redemption Price,


 


(3)  if less than all the
Outstanding Debt Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the principal amount)
of the particular Debt Securities to be redeemed,


 


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


 


(5)  the place or places where such
Debt Securities are to be surrendered for payment of the Redemption Price
(which, in the case of bearer Debt Securities and Coupons, shall be outside the
United States), and that, unless otherwise specified in such notice, bearer
Debt Securities (if any) surrendered for payment must be accompanied by all
Coupons maturing subsequent to the Redemption Date, failing which the amount of
any such missing Coupon or Coupons will be deducted from the sum due for payment,
and


 


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


 


Notice of redemption of Debt
Securities to be redeemed at the election of an Issuer shall be given by 


 


110

















 


such Issuer
or, at the Issuer’s request, by the Trustee in the name and at the expense of
such Issuer.


 


SECTION 11.05.    Deposit
of Redemption Price.  Prior to any
Redemption Date, the applicable Issuer shall deposit with the Trustee or with a
Paying Agent (or, if the Company, either Parent or Unilever U.S. is acting
as Paying Agent, segregate and hold in trust as provided in Section 10.03)
an amount of money sufficient to pay the Redemption Price of, and (except if
the Redemption Date shall be an Interest Payment Date) accrued interest on, all
the Debt Securities which are to be redeemed on that date.


 


SECTION 11.06.    Debt
Securities Payable on Redemption Date. 
Notice of redemption having been given as aforesaid, the Debt Securities
so to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
applicable Issuer shall default in the payment of the Redemption Price and any
accrued interest) such Debt Securities shall cease to bear interest.  Upon surrender of any such Debt Security for
redemption in accordance with said notice, such Debt Security shall be paid by
the Issuer thereof at the Redemption Price, together with any accrued interest
to the Redemption Date; provided, however, that if the Redemption
Date is an Interest Payment Date, the interest payable in respect of registered
Debt Securities on such date shall be paid to the Holder at the close of
business on the relevant Record Date according to the terms of the Debt
Securities and the provisions of Section 3.07.


 


If any Debt Security called for
redemption shall not be so paid upon surrender thereof for redemption, the
principal (and premium, if any) shall, subject to Section 1.13, until
paid, bear interest, if any, from the Redemption Date at the rate borne by the
Debt Security.


 


SECTION 11.07.    Debt
Securities Redeemed in Part.  Any
Debt Security which is to be redeemed only in part shall be surrendered at a
Place of Payment therefor (with, if the Issuer or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Issuer and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Issuer shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Debt Security without
service charge, a new Debt Security or 


 


111

















 


Debt Securities of the same
series of any authorized denomination as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal of the Debt Security so surrendered.


 


SECTION 11.08.    Optional
Redemption Due to Changes in United States, United Kingdom or the Netherlands
Tax Treatment.  Each series of Debt
Securities may be redeemed at the option of the Issuer of such series or any
Guarantor in whole but not in part at any time (except in the case of Debt
Securities that have a variable rate of interest, which may be redeemed on any
Interest Payment Date) at a redemption price equal to the principal amount
thereof plus any accrued interest to the date fixed for redemption (except in
the case of Outstanding Original Issue Discount Securities which may be
redeemed at the Redemption Price specified by the terms of each series of such
Debt Securities) if, (i) the Issuer or any Guarantor determines that, as a
result of any change in or amendment to the laws or any regulations or rulings
promulgated thereunder of the United Kingdom or the Netherlands or, if the
payment of additional interest is provided for in the Debt Securities in such
event, the United States of America (or of any political subdivision or
taxing authority of or in the United Kingdom or the Netherlands or, if the
payment of additional interest is provided for in the Debt Securities in such
event, the United States of America), or any change in the application or
official interpretation of such laws, regulations or rulings, or any change in
the application or official interpretation of, or any execution of or amendment
to, any treaty or treaties affecting taxation to which the United Kingdom or
the Netherlands is a party, which change, execution or amendment becomes
effective, on or after the date specified for such series pursuant to Section 3.01(7),
(a) such Issuer or such Guarantor would be required to pay additional
interest with respect to the Debt Securities, as described in Section 10.10
or Section 10.11 on the next succeeding Interest Payment Date and that the
payment of such additional interest cannot be avoided by the use of reasonable
measures available to such Issuer or such Guarantor, as the case may be, or (b) United Kingdom
or Netherlands withholding tax has been or would be required to be withheld
with respect to interest income received or receivable by such Issuer directly
from such Guarantor (or any of such Issuer’s or such Guarantor’s Affiliates)
and 


 


112

















 


such withholding tax obligation
cannot be avoided by the use of reasonable measures available to such Issuer or
to such Guarantor (or to such Issuer’s or such Guarantor’s Affiliates), or, (ii) an
Issuer or any Guarantor determines, based upon an opinion of independent
counsel to such Issuer or such Guarantor, as the case may be, that, as a result
of any action taken by any taxing authority of, or any action brought in a
court of competent jurisdiction in, the United Kingdom or the Netherlands
or, if the payment of additional interest is provided for in the Debt Securities
in such event, the United States of America (or of any political
subdivision or taxing authority of or in the United Kingdom, the
Netherlands or, if the payment of additional interest is provided for in the
Debt Securities in such event, the United States of America) (whether or
not such action was taken or brought with respect to the Company, either Parent
or Unilever U.S.), which action is taken or brought on or after the date
specified for such series pursuant to Section 3.01 (7), there is a
substantial probability that the circumstances described in clause (a) or (b)
would exist.  The Company, either Parent
or Unilever U.S., as the case may be, will also pay to each Holder, or
make available for payment to each such Holder, on the Redemption Date any additional
interest as described in Section 10.10 or Section 10.11 resulting
from the payment of such Redemption Price.


 


ARTICLE XII


 


Sinking Fund


 


SECTION 12.01.    Applicability
of Article.  The provisions of this Article
shall be applicable to any sinking fund for the retirement of Debt Securities
of a series except as otherwise specified pursuant to Section 3.01 for
Debt Securities of such series.


 


The minimum amount of any
sinking fund payment provided for by the terms of Debt Securities of any series
is herein referred to as a “mandatory sinking fund payment”, and any payment in
excess of such minimum amount provided for by the terms of Debt Securities of
any series is herein referred to as an “optional sinking fund payment”.  If provided for by the terms of Debt
Securities of any series, the cash amount of any mandatory sinking fund payment
may be subject to reduction as provided in Section 12.02.  Each sinking fund payment shall be applied to
the redemption of Debt Securities of any series as 


 


113

















 


provided for by the terms of
Debt Securities of such series.


 


SECTION 12.02.    Satisfaction
of Sinking Fund Payments.  Any Issuer
(1) may deliver outstanding Debt Securities of a series (other than any
previously called for redemption), and (2) may apply as a credit Debt
Securities of a series which have been redeemed either at the election of such
Issuer pursuant to the terms of such Debt Securities or through the application
of optional sinking fund payments pursuant to the terms of such Debt
Securities, in each case in satisfaction of all or any part of any mandatory
sinking fund payment with respect to the Debt Securities of such series; provided
that such Debt Securities have not been previously so credited.  Such Debt Securities shall be received and
credited for such purpose by the Trustee at the Redemption Price specified in
such Debt Securities for redemption through operation of the sinking fund and
the amount of such sinking fund payment shall be reduced accordingly.


 


SECTION 12.03.    Redemption
of Debt Securities for Sinking Fund. 
Not less than 60 days prior to each sinking fund payment date for
any series of Debt Securities, the Issuer of such series will deliver to the
Trustee an Officers’ Certificate specifying the amount of the next ensuing
sinking fund payment for that series pursuant to the terms of that series, the
portion thereof, if any, which is to be satisfied by payment of cash and the
portion thereof, if any, which is to be satisfied by delivering and crediting
Debt Securities of that series pursuant to Section 12.02 and will also
deliver to the Trustee any Debt Securities to be so delivered and not
theretofore delivered.  Not less than
30 days before each such sinking fund payment date the Trustee shall
select the Debt Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 11.03 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Issuer
thereof in the manner provided in Section 11.04.  Such notice having been duly given, the
redemption of such Debt Securities shall be made upon the terms and in the
manner stated in Sections 11.06 and 11.07.


 


SECTION 12.04.    Sinking
Fund Moneys Not to be Applied to Redemption of Debt Securities Under Certain
Circumstances.  The Trustee shall not
redeem Debt Securities of any series with sinking fund moneys or give


 


114














 


any notice of redemption of
any such Debt Securities during the continuance of a default in payment of any
interest on such Debt Securities or of an Event of Default with respect to such
series known to the Trustee, except that if notice of redemption of such Debt
Securities shall theretofore have been mailed in accordance with the provisions
hereof, the Trustee shall redeem such Debt Securities provided funds are
deposited with it for that purpose.


 


ARTICLE XIII


 


Meetings of Holders of Debt Securities


 


SECTION 13.01.  Purpose of Meetings.  A meeting of Holders of Debt Securities of
any or all series may be called at any time and from time to time pursuant to
the provisions of this Article XIII for any of the following purposes:


 


(1) to give any notice to the Company, to either Parent, to
Unilever U.S. or to the Trustee, or to give any directions to the Trustee,
or to consent to the waiving of any default hereunder and its consequences, or
to take any other action authorized to be taken by Holders pursuant to any of
the provisions of Article V;


 


(2) to remove the Trustee and nominate a successor trustee
pursuant to the provisions of Article VI;


 


(3) to consent to the execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Section 9.02; or


 


(4) to take any other action authorized to be taken by or on
behalf of the Holders of any specified aggregate principal amount of the Debt
Securities of any or all series, as the case may be, under any other provisions
of this Indenture or under applicable law.


 


SECTION 13.02.  Call of Meeting by Trustee.  The Trustee may at any time call a meeting of
Holders of Debt Securities of any or all series to take any action specified in
Section 13.01, to be held at such time and at such place in the Borough of
Manhattan, The City of New York or in London, England, as the Trustee
shall determine.  Notice of every meeting
of the Holders of Debt 


 


115

















 


Securities of any or all
series, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given (i) to
all Holders of then Outstanding bearer Debt Securities of each series that may
be affected by the action proposed to be taken at such meeting, by publication
at least once in an Authorized Newspaper in London, England, and, if the
Trustee deems it to be fit, in the Borough of Manhattan, The City of
New York, prior to the date fixed for the meeting, the first publication,
in each case, to be not less than 20 nor more than 180 days prior to the
date fixed for the meeting and the last publication to be not more than
15 days prior to the date fixed for the meeting, (ii) to all Holders
of then Outstanding bearer Debt Securities of each series that may be affected
by the action proposed to be taken at such meeting, who have filed their names
and addresses with the Trustee pursuant to the Trust Indenture Act, by mailing
such notice to such Holders at such addresses, not less than 20 nor more than
180 days prior to the date fixed for the meeting, and (iii) to all
Holders of then Outstanding registered Debt Securities of each series that may
be affected by the action proposed to be taken at such meeting, by mailing such
notice to such Holders at their addresses as they shall appear on the Security
Register, not less than 2 nor more than 180 days prior to the date fixed
for the meeting.  Failure to receive such
notice or any defect therein shall in no case affect the validity of any action
taken at such meeting.  Any meeting of
Holders of Debt Securities of all or any series shall be valid without notice
if the Holders of all such Outstanding Debt Securities, the Company, each
Parent, Unilever U.S. and the Trustee are present in person or by proxy or
shall have waived notice thereof before or after the meeting.


 


SECTION 13.03.  Call of Meeting by Company, Parents,
Unilever U.S. or Holders of Debt Securities.  In case at any time the Company, either
Parent or Unilever U.S., pursuant to a resolution of its Board of
Directors, or the Holders of at least 10% in aggregate principal amount of the
Outstanding Debt Securities of any affected series, shall have requested the
Trustee to call a meeting of Holders of Debt Securities of such series by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting and the Trustee shall not have mailed or published, as
provided in Section 13.02, the notice of such meeting within 30 days 


 


116

















 


after receipt of such
request, then the Company, either Parent, Unilever U.S. or such Holders
may determine the time and the place in said Borough of Manhattan or London for
such meeting and may call such meeting to take any action authorized in Section 13.01,
by mailing or publishing notice thereof as provided in Section 13.02.


 


SECTION 13.04.  Qualifications for Voting.  To be entitled to vote at any meeting of
Holders of Debt Securities, a Person shall (a) be a Holder of one or more
Debt Securities of a series affected by the action proposed to be taken of, or (b) be
a Person appointed by an instrument in writing as proxy by the Holder of one or
more such Debt Securities.  The only
Persons who shall be entitled to be present or to speak at any meeting of
Holders shall be the Persons entitled to vote at such meeting and their counsel
and any representatives of the Trustee and its counsel and any representatives
of the Company either Parent or Unilever U.S. and their respective
counsel.


 


SECTION 13.05.  Regulations.  Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Holders of Debt Securities, in regard to proof of
the holding of Debt Securities and of the appointment of proxies, and in regard
to the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall think
fit.  Except as otherwise permitted or
required by any such regulations, the holding of Debt Securities shall be
proved in the manner specified in Section 1.04 and the appointment of any
proxy shall be proved in the manner specified in Section 1.04 or by having
a signature of the person executing the proxy witnessed or guaranteed by any
trust company, bank, banker or recognized securities dealer authorized by Section 1.04
to certify to the holding of Debt Securities.


 


The Trustee shall, by an instrument in
writing, appoint a temporary chairman of the meeting, unless the meeting shall
have been called by the Company, either Parent, Unilever U.S. or by
Holders of Debt Securities as provided in Section 13.03, in which case the
party calling the meeting shall in like manner appoint a temporary
chairman.  A permanent chairman and a
permanent secretary 


 


117

















 


of the meeting shall be
elected by majority vote of the meeting.


 


Subject to the provisions of Section 13.04,
at any meeting each Holder of Outstanding Debt Securities or proxy shall be
entitled to one vote for each $1,000 principal amount (in the case of Original
Issue Discount Securities, such principal amount to be the principal amount of
an Outstanding Original Issue Discount Security that would be due and payable
as of the date of such determination upon a declaration of acceleration of
maturity thereof pursuant to Section 5.02) of Debt Securities held or
represented by him; provided, however, that no vote shall be cast
or counted at any meeting in respect of any Debt Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not
Outstanding.  The chairman of the meeting
shall have no right to vote other than by virtue of Debt Securities held by him
or instruments in writing as aforesaid duly designating him as the person to
vote on behalf of other Holders.  Any
meeting of Holders of Debt Securities duly called pursuant to the provisions of
Section 13.02 or 13.03 may be adjourned from time to time by a majority of
those present, whether or not constituting a quorum, and the meeting may be
held as so adjourned without further notice.


 


Whenever any Act is to be taken hereunder by
the holders of two or more series of Debt Securities denominated in different
currencies (or currency units), then, for the purpose of determining the
principal amount of Securities held by such Holders, the aggregate principal
amount of the Securities denominated in a Foreign Currency shall be deemed to
be that amount of U.S. dollars that could be obtained for such principal amount
on the basis of the spot rate of exchange for such Foreign Currency as
determined by the Issuer of such series or by an authorized exchange rate agent
and, unless such agent is the Trustee or its Affiliate, evidenced to the
Trustee by an Officers’ Certificate as of the date the taking of such Act by
the Holders of the requisite percentage in principal amount of the Debt
Securities is evidenced to the Trustee. 
An exchange rate agent may be appointed in advance or from time to time
by the Issuer of such series, and may be the Trustee or its Affiliate.  Any such determination by such Issuer or by
any such exchange rate agent shall be conclusive and binding on all Holders,
such Issuer and the 


 


118

















 


Trustee, and neither such
Issuer nor any such exchange rate agent shall be liable therefor in the absence
of bad faith.


 


SECTION 13.06.  Voting.  The vote upon any resolution submitted to any
meeting of Holders of Debt Securities with respect to which such meeting is
being held shall be by written ballots on which shall be subscribed the
signatures of such Holders or of their representatives by proxy and the
principal amount and/or the serial number or numbers of the Debt Securities
held or represented by them.  The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in quintuplicate of all votes cast at the meeting.  A record in quintuplicate of the proceedings
of each meeting of Holders of Debt Securities shall be prepared by the
secretary of the meeting and there shall be attached to said record the
original reports of the inspectors of votes on any vote by ballot taken thereat
and affidavits by one or more persons having knowledge of the facts setting
forth a copy of the notice of the meeting and showing that said notice was
mailed or published as provided in Section 13.02.  The record shall show the principal amount
and/or the serial numbers of the Debt Securities voting in favor of or against
any resolution.  The record shall be
signed and verified by the affidavits of the permanent chairman and secretary
of the meeting and one of the quintuplicates shall be delivered to the Company,
to each Parent, to Unilever U.S. and the fifth to the Trustee to be preserved
by the Trustee, the latter to have attached thereto the ballots voted at the
meeting.


 


Any record so signed and verified shall be
conclusive evidence of the matters therein stated.


 


SECTION 13.07.  No Delay of Rights by Meeting.  Nothing in this Article contained shall
be deemed or construed to authorize or permit, by reason of any call of a
meeting of Holders of Debt Securities of any or all series or any rights
expressly or impliedly conferred hereunder to make such call, any hindrance or
delay in the exercise of any right or rights conferred upon or reserved to the
Trustee or the Holders of Debt Securities of any or all such series, or of
Coupons appertaining to such Debt Securities, under any provisions of this
Indenture or of the Debt Securities.


 


119

















 


No meeting shall be required in order to
enter into supplemental indentures in accordance with the provisions of Article IX
of this Indenture.


 


ARTICLE XIV


 


Defeasance


 


SECTION 14.01.  Defeasance Upon Deposit of Moneys, U.S.
Government Obligations or Foreign Government Securities.  At the Issuer’s option, either (a) the
Issuer shall be deemed to have been Discharged (as defined below) from its
obligations with respect to any series of Debt Securities and the Guarantors
shall be deemed to be Discharged from their respective obligations with respect
to the Guarantees relating to such Debt Securities, on the 121st day after
the applicable conditions set forth below have been satisfied, or (b) the
Issuer and the Guarantors, as the case may be, shall cease to be under any
obligation to comply with any term, provision or condition set forth in
Sections 8.01, 10.05, 10.06 and 10.07 (but only those so set forth) with
respect to any series of Debt Securities, at any time after the applicable
conditions set forth below have been satisfied:


 


(1) the Issuer of such series shall have deposited or caused to be
deposited irrevocably with the Trustee as trust funds in trust for the purpose
of making the following payments, specifically pledged as security for and
dedicated solely to the benefit of the Holders of such Debt Securities (i) in
the case of Debt Securities of such series denominated in U.S. dollars, U.S.
money and/or U.S. Government Obligations; (provided, however,
that in the case of Debt Securities of any series issued in whole or in part in
bearer form, not more than 50% (determined with respect to both value and
income) of the deposited collateral shall consist of U.S. Government
Obligations), or (ii) in the case of Debt Securities of such series denominated
in a Foreign Currency (other than a basket currency), money and/or Foreign
Government Securities in the same Foreign Currency, which through the payment
of interest and principal in respect thereof, in accordance with their terms,
will provide (and without reinvestment and assuming no tax liability will be
imposed on such Trustee), not later than one day before the due date of any
payment of money, an amount in cash to pay and discharge each 


 


120

















 


installment
of principal (including mandatory sinking fund or analogous payments) of and
any interest on all the Debt Securities of such series on the dates such
installments of interest or principal are due;


 


(2) no Event of Default set forth in Sections 5.01(5) or
(6) (without giving effect to the period of time referred to therein)
shall have occurred and be continuing on the date of such deposit;


 


(3) in the case of the Debt Securities of such series being
Discharged pursuant to clause (a) only, the Issuer shall have
delivered to the Trustee either (i) an Opinion of Counsel to the effect
that Holders of the Debt Securities of such series will not recognize income,
gain or loss for United States Federal income tax purposes as a result of the
Issuer’s exercise of its option under clause (a) above and will be
subject to United States Federal income tax on the same amount and in the
same manner and at the same times as would have been the case if such option
had not been exercised, or (ii) a ruling to that effect received from or
published by the United States Internal Revenue Service;


 


(4) in the case of the Debt Securities of such series being
Discharged pursuant to clause (b) only, such Issuer shall have
delivered to the Trustee an Opinion of Counsel to the effect that Holders of
the Debt Securities of such series will not recognize income, gain or loss for
United States Federal income tax purposes as a result of the Issuer’s exercise
of its option under clause (b) above and will be subject to United
States Federal income tax on the same amount and in the same manner and at the
same times as would have been the case if such option had not been exercised;


 


(5) such Discharge shall not cause the Trustee to have a
conflicting interest within the meaning of the Trust Indenture Act (assuming
all Debt Securities are in default within the meaning of such Act);


 


(6) such Discharge shall not result in a breach or violation of,
or constitute a default under, any other agreement or instrument to which the
Issuer is a party or by which it is bound;


 


121














 


(7) such Discharge shall not result in the trust arising from such
deposit constituting an investment company within the meaning of the Investment
Company Act unless such trust shall be registered under such Act or exempt from
registration thereunder;


 


(8) the Issuer shall have delivered to the Trustee an Officer’s
Certificate to the effect that neither such Debt Securities nor any other Debt
Securities of the same series, if then listed on any securities exchange, will
be delisted as a result of such deposit;


 


(9) in the case of Debt Securities designated as subordinated
pursuant to clause (19) of Section 3.01, at the time of such deposit,
no default in the payment of any principal of or premium or interest on any
Senior Debt shall have occurred and be continuing, no event of default with
respect to any Senior Debt shall have resulted in such Senior Debt becoming,
and continuing to be, due and payable prior to the date on which it would
otherwise have become due and payable (unless payment of such Senior Debt has
been made or duly provided for), and no other event of default with respect to
any Senior Debt shall have occurred and be continuing permitting (after notice
or lapse of time or both) the holders of such Senior Debt (or a trustee on
behalf of such holders) to declare such Senior Debt due and payable prior to
the date on which it would otherwise have become due and payable; and


 


(10) the Issuer shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for under Section 14.01(a) or 14.01(b) (as
the case may be) have been complied with.


 


“Discharged” means that the Issuer shall be
deemed to have paid and discharged the entire indebtedness represented by and
obligations under the Debt Securities of such series and to have satisfied all
the obligations under this Indenture relating to the Debt Securities of such
series and the Guarantors shall be deemed to have satisfied all their
respective obligations under this Indenture and with respect to the Guarantees
relating to such Debt Securities (and the Trustee at the expense of the Issuer
shall execute proper instruments acknowledging the same), except (A) the
rights of Holders of Debt Securities of such series to 


 


122

















 


receive from the trust fund described in
clause (1) above payment of the principal of and any interest on such
Debt Securities when such payments are due; (B) the Issuer’s obligations
with respect to such Debt Securities under Sections 3.04, 3.05, 3.06,
10.02, 10.03 and 14.04; and (C) the rights, powers, trusts, duties and
immunities of the Trustee hereunder.


 


SECTION 14.02.  Application of Trust Money.  The Trustee shall hold in trust money, U.S.
Government Obligations and/or Foreign Government Securities deposited with it
pursuant to Section 14.01 and apply the deposited money and/or the money
from such U.S. Government obligations or from such Foreign Government
Securities through any Paying Agent and in accordance with this Indenture to
the payment of principal of and any interest on the Debt Securities of such
series in the case of a deposit pursuant to Section 14.01.


 


SECTION 14.03.  Repayment to Issuer.  The Trustees and any Paying Agent promptly
shall pay to the Issuer upon Issuer Request any excess money, U.S. Government
Obligations and/or Foreign Government Securities held by them at any time with
respect to any series of Debt Securities of such Issuer.


 


SECTION 14.04.  Indemnity for U.S. Government Obligations
and Foreign Government Securities. 
Each Issuer shall pay and shall indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against U.S. Government Obligations
or Foreign Government Securities or the principal and interest received on such
U.S. Government Obligations or Foreign Government Securities deposited in
respect of any series of Debt Securities of such Issuer.


 


SECTION 14.05.  Reinstatement.  If the Trustee or Paying Agent is unable to
apply any money, U.S. Government Obligations and/or Foreign Government
Securities deposited in trust in accordance with Section 14.01 by reason
of any legal proceeding or by reason of any order or judgment of any court or
governmental authority located within the United States of America and having
jurisdiction in the premises, enjoining, restraining or otherwise prohibiting
such application (including any such order or judgment requiring the payment of
money, U.S. Government Obligations and/or Foreign Government Securities to the
Issuer), the obligations of the Company, the Parents and Unilever U.S., as the
case may be, under this Indenture, the Debt 


 


123

















 


Securities of such series
and the Guarantees relating to such series shall be revived and reinstated as
though no deposit had occurred pursuant to Section 14.01, until such time
as the Trustee or Paying Agent is permitted to apply all such money, U.S.
Government Obligations and/or Foreign Government Securities in accordance with Section 14.01;
provided, however, that if the Issuer or any Guarantor has made
any payment of any interest on or principal of any Debt Securities of such
series because of the reinstatement of its obligations, such Issuer or such
Guarantor, as the case may be, shall be subrogated to the rights of the holders
of the Debt Securities of such series to receive such payment from the money,
U.S. Government Obligations and/or Foreign Government Securities held by the
Trustee pursuant to Section 14.01.


 


SECTION 14.06.  Return of Unclaimed Money.  Any money deposited with or paid to the
Trustee or Paying Agent for payment of the principal of, or any interest on,
the Debt Securities of such series and not applied but remaining unclaimed by
the holders of the Debt Securities of such series for two years after the
date of the Maturity of the Debt Securities of such series or the date fixed
for the redemption of all the Outstanding Debt Securities of such series shall
be repaid to the Issuer by the Trustee or Paying Agent on demand; and the
Holder of any of such Debt Securities shall thereafter look only to the Issuer
for any payment which such Holder may be entitled to collect, subject to
applicable abandoned property law.


 


ARTICLE XV


 


Conversion of Debt Securities


 


SECTION 15.01.  Applicability of Article.  The provisions of this Article shall be
applicable to any series of Debt Securities designated as convertible pursuant
to clause (12) of Section 3.01.


 


SECTION 15.02.  Conversion Privilege.  Subject to and upon compliance with the
provisions of this Article, at the option of the Holder thereof, any Debt
Security of any series designated as convertible pursuant to clause (12)
of Section 3.01 may, at any time specified pursuant to Section 3.01
for Debt Securities of such series (or in case such Debt Security or some
portion thereof shall be called for redemption prior to its Stated Maturity,
then, with respect to such Debt Security or portion thereof as is so 


 


124

















 


called, until and including,
but (if no default is made in making due provision for the payment of the
Redemption Price) not after, the close of business on the applicable Redemption
Date), be converted at 100% of the principal amount of such Debt Security (or
portion thereof), into fully paid and nonassessable N.V. Shares, in registered
or bearer form, as the Holder thereof may elect, at the conversion price,
determined as hereinafter provided, in effect on the date such Debt Security is
surrendered for conversion in accordance with Section 15.03 (the “Date of
Surrender”).  In the absence of any
specification with respect to the Debt Securities of any series, such Debt
Securities may be converted in whole or in part in multiples of $1,000
principal amount.


 


SECTION 15.03.  Exercise of Conversion Privilege.  In order to exercise the conversion
privilege, the Holder of any Debt Security to be converted shall surrender such
Debt Security to the Issuer at any time during usual business hours at the
office or agency designated for such purpose in the applicable Prospectus
Supplement, accompanied by a fully executed written notice, with a duplicate
original to the Trustee in substantially the form set forth on the reverse of
the Debt Security, that the holder elects to convert such Debt Security or a
stated portion thereof constituting a multiple of $1,000 principal amount (or
such other multiple as may be specified pursuant to Section 3.01), and, in
the case of registered Debt Security, if such Debt Security (i) is
surrendered for conversion during the period between the close of business on
the Regular Record Date for any Interest Payment Date and the opening of
business on such Interest Payment Date and (ii) has not been called for
redemption on a Redemption Date within such period, accompanied also by
payment, by certified or official bank check drawn on a bank located in the
United States, of an amount equal to the interest payable on such Interest
Payment Date on the principal amount of the Debt Security (or portion thereof)
being surrendered for conversion; provided that no such payment need be
made if there shall exist on the Date of Surrender a default in the payment of
interest on the Debt Securities.  The
notice of conversion shall also state the name or names (with address and tax
identification number) in which the certificate or certificates for N.V. Shares
shall be delivered and the election of the Holder to receive such N.V. Shares
in registered or bearer form or in the form of the depositary receipts issued
by N.V. 


 


125

















 


Nederlandsch Administratieen
Trustkantoor (“Nedamtrust” and such depositary receipts, the “Nedamtrust
Certificates”).  Debt Securities
surrendered for conversion shall be duly endorsed by, or be accompanied by a
written instrument or instruments of transfer in form satisfactory to the
Trustee duly executed by, the Holder or his attorney duly authorized in
writing.  Debt Securities in bearer form
surrendered for conversion must be accompanied by all Coupons maturing
subsequent to the date of such conversion failing which the amount of any such
missing Coupon or Coupons will be deducted from the principal amount of such
Debt Security for the purposes of determining the number of N.V. Shares to be
issued upon such conversion.


 


Unless Unilever N.V. is the Issuer, the
Trustee, upon surrender of a Debt Security by the Holder for conversion and
receipt of a fully executed notice of conversion with respect thereto pursuant
to this Section, shall make demand on the Issuer, and the Issuer shall pay to
the Trustee (which demand and payment, in the case of bearer Debt Securities,
shall occur outside the United States of America), in immediately available
funds, (i) an amount in guilders (based on the noon buying rate on the date
of conversion in New York City for cable transfers of Netherlands
guilders, as certified by the Federal Reserve Bank of New York) equal to
the initial conversion price specified pursuant to Section 3.01 for Debt
Securities of such series or the adjusted conversion price in effect at the
date of conversion if an adjustment has been made pursuant to Section 15.06
(the “Subscription Price”) multiplied by the number of whole N.V. Shares
deliverable to such Holder upon conversion and (ii) an amount in United
States dollars, as provided in Section 15.04, in respect of any fraction
of an N.V. Share otherwise deliverable upon conversion.  Except in the event the relevant holder has
elected to receive Nedamtrust Certificates, upon receipt of such payment from
the Issuer, the Trustee shall demand that Unilever N.V. issue or otherwise
provide the Trustee with the number of whole N.V. Shares deliverable upon
conversion against payment by the Trustee to Unilever N.V. of the
Subscription Price per each such N.V. Share, and Unilever N.V. hereby agrees
promptly to so issue or otherwise provide such N.V. Shares to the Trustee
against such payment; in the case of a bearer Debt Security, such demand and
issuance or other provision shall occur outside of the United States of America.  In case a holder of convertible Debt
Securities has elected to receive Nedamtrust 


 


126

















 


Certificates, Unilever N.V.
shall cause such Nedamtrust Certificates to be issued to such holder by
Nedamtrust.  In such case, upon receipt
of the payment referred to above, the Trustee will demand that
Unilever N.V. cause the Nedamtrust Certificates to be issued for the
relevant number of Ordinary Shares Fl. 4 against payment by the Trustee to
Unilever N.V. of the Subscription Price for each such Ordinary Share
Fl. 4 and Unilever N.V. will promptly cause Nedamtrust Certificates
to be issued to or otherwise provided to the Trustee.  Promptly upon such purchase, the Trustee will
deliver such Nedamtrust Certificates to the relevant holder in satisfaction of
such conversion.  If Unilever N.V.
is the Issuer of the Debt Security to be converted, as promptly as practicable
on or after the conversion date, N.V. shall issue and shall deliver at such
office or agency a certificate or certificates for the number of full N.V.
Shares issuable upon conversion or shall cause Nedamtrust Certificates to be
issued and delivered, together with payment in lieu of any fraction of an N.V.
Share, as provided in Section 15.04.


 


As promptly as practicable after the purchase
by the Trustee of such N.V. Shares (i) the Trustee shall deliver or cause
to be delivered to such Holder, or on his written order (which delivery, in the
case of N.V. Shares delivered with respect to a bearer debt security, shall
occur outside of the United States of America), the number of full N.V. Shares
(in registered or bearer form, as the Holder may elect) deliverable upon the
conversion of such Debt Security, duly endorsed or assigned as specified by
such Holder, together with payment, as provided in Section 15.04, in
respect of any fractional N.V. Share otherwise deliverable upon conversion and (ii) in
the case of conversion of a portion, but less than all, of a Debt Security, the
Issuer shall execute, and the Trustee shall authenticate and deliver to the
Holder thereof, without charge to him, a Debt Security or Debt Securities of
such series in the aggregate principal amount of the unconverted portion of the
Debt Security surrendered.


 


Except as otherwise expressly provided in
this Section, no payment or adjustment shall be made on conversion of any Debt
Security for interest accrued on such Debt Security (or portion thereof so
converted) or for dividends or distributions on any N.V. Shares issued upon
conversion of any Debt Security.


 


127

















 


SECTION 15.04.  Fractional Interests.  No fractions of shares or scrip representing
fractions of shares shall be issued upon conversion of Debt Securities.  If more than one Debt Security shall be
surrendered for conversion at one time by the same Holder, the number of full
shares which shall be deliverable upon conversion thereof shall be computed on
the basis of the aggregate principal amount of the Debt Securities so
surrendered.  If any fractional N.V.
Share would, except for the provisions of this Section, be deliverable upon the
conversion of any Debt Security or Debt Securities, the Issuer shall make
payment in lieu thereof in an amount of United States dollars equal to the value
of such fraction computed on the basis of the Closing Price of the N.V. Shares
on the last Business Day prior to the Date of Surrender.


 


SECTION 15.05.  Conversion Price.  The conversion price per N.V. Share
deliverable upon conversion of the Debt Securities of any series shall
initially be the dollar amount specified pursuant to Section 3.01 for Debt
Securities of such series.


 


SECTION 15.06.  Adjustment of Conversion Price.  The conversion price applicable to the Debt
Securities of any series shall be subject to adjustment from time to time as
follows:


 


(a)  In case Unilever N.V. shall (1) pay a dividend
or make a distribution to holders of N.V. Shares in N.V. Shares, (2) subdivide
its outstanding N.V. Shares into a greater number of shares, (3) combine its
outstanding N.V. Shares into a smaller number of shares or (4) issue any
shares by reclassification of its N.V. Shares, the conversion price in effect
immediately prior to such action shall be adjusted so that the Holder of any
Debt Security thereafter surrendered for conversion shall be entitled to
receive the number of N.V. Shares which he would have owned or have been
entitled to receive immediately following such action had such Debt Security
been converted immediately prior thereto. 
Any adjustment made pursuant to this subsection (a) shall
become effective immediately, except as provided in subsection (e) below,
after the record date in the case of a dividend or distribution and shall
become effective immediately after the effective date in the case of a
subdivision or combination.


 


128

















 


(b)  In case Unilever N.V. shall issue rights or
warrants to all holders of N.V. Shares entitling them to subscribe for or
purchase N.V. Shares at a price per share less than the current market price
per N.V. Share (as determined pursuant to subsection (d) below) on
the record date mentioned below, the conversion price shall be adjusted to a
price, computed to the nearest cent, so that the same shall equal the price determined
by multiplying:


 


(1) the conversion price in effect immediately
prior to the date of issuance of such rights or warrants by a fraction, of
which


 


(2) the numerator shall be (A) the number
of N.V. Shares outstanding on the date of issuance of such rights or warrants
immediately prior to such issuance, plus (B) the number of shares which
the aggregate offering price (in United States dollars) of the total number of
shares so offered would purchase at such current market price (determined by
multiplying such total number of shares by the exercise price of such rights or
warrants and dividing the product so obtained by such current market price),
and of which


 


(3) the denominator shall be (A) the
number of N.V. Shares outstanding on the date of issuance of such rights or
warrants immediately prior to such issuance, plus (B) the number of
additional N.V. Shares which are so offered for subscription or purchase.


 


Such
adjustment shall be made successively whenever any such rights or warrants are
issued, and shall become effective immediately, except as provided in
subsection (e) below, after the record date for the determination of
holders entitled to receive such rights or warrants.  In determining whether any rights or warrants
entitle the holders to subscribe for or purchase N.V. Shares at less than such
current market price, and in determining the aggregate offering price of such
N.V. Shares, there shall be taken into account any consideration received by
Unilever N.V. for such rights or warrants, the value of such
consideration, if other than cash, to be determined, in good faith, by the
Board of Directors of Unilever N.V.


 


129

















 


(c)  In case Unilever N.V. shall distribute to all
holders of N.V. Shares evidences of indebtedness, equity securities other than
N.V. Shares or other assets (other than cash dividends or cash distributions
payable out of retained earnings), or shall distribute to all holders of N.V.
Shares rights or warrants to subscribe for or purchase any of its securities
(other than those referred to in subsection (b) above), then in each
such case the conversion price shall be adjusted so that the same shall equal
the price determined by multiplying the conversion price in effect immediately
prior to the date of such distribution by a fraction of which the numerator
shall be the current market price per N.V. Share (determined as provided in
subsection (d) below) on the record date mentioned below less the
then fair market value (in United States dollars) (as determined by the Board
of Directors of Unilever N.V. whose determination shall, if made in good
faith, be conclusive) of the portion of the evidences of indebtedness, equity
securities or assets so distributed or of such subscription rights or warrants
applicable to one N.V. Share and of which the denominator shall be such current
market price per N.V. Share (determined as provided in subsection (d) below).
Such adjustment shall become effective immediately, except as provided in
subsection (e) below, after the record date for the determination of
stockholders entitled to receive such distribution.


 


(d)  For the purpose of any computation under
subsections (b) and (c) above, the current market price per N.V.
Share at any date shall be deemed to be the average of the daily Closing Prices
on the 5 consecutive Trading Days commencing not more than 20 Trading
Days before the date in question.  The
term “Closing Price” on any Trading Day shall mean (i) the last reported
sales price per N.V. Share on such Trading Day on the New York Stock
Exchange, or if not reported on such Exchange, on the Composite Tape, or, in
case no such reported sale takes place on such Trading Day, the average of the
reported closing bid and asked quotations on the New York Stock Exchange
on such Trading Day, (ii) if the N.V. Shares are not listed or admitted
for trading on the New York Stock Exchange, the last reported sales price
on such other national securities exchange on which the N.V. Shares 


 


130

















 


are
admitted for trading as may be designated by the Board of Directors of
Unilever N.V. for the purposes hereof, or (iii) if the N.V. Shares are not
listed or admitted for trading on any national securities exchange, the last
reported sales or transaction price or the average of the closing bid and asked
quotations, as the case may be, with respect to the N.V. Shares on the National
Association of Securities Dealers, Inc., automated quotation system, or
any similar system then in use, or (iv) if no such quotations are available,
the fair market value on such Trading Day of an N.V. Share as determined in
good faith by the Board of Directors of Unilever N.V.; and the term “Trading
Day” shall mean, with respect to the New York Stock Exchange or any other
national securities exchange, any day on which such exchange is open for
trading, and with respect to the National Association of Securities Dealers, Inc.,
automated quotation system or any similar system, any day on which trades can
be made on such system; provided that with respect to clause (iv) above,
“Trading Day” shall mean any Business Day.


 


(e)  In any case in which this Section shall require
that an adjustment be made immediately following a record date, the Issuer may
elect to defer the effectiveness of such adjustment (but in no event until a
date later than the effective time of the event giving rise to such
adjustment), in which case the Issuer shall, with respect to any Debt Security
converted after such record date and before such adjustment shall have become
effective (i) defer paying any cash payment pursuant to Section 15.04
and defer paying to the Trustee the Subscription Price referred to in Section 15.03
with respect to the N.V. Shares deliverable upon such conversion in excess of
the number of N.V. Shares deliverable thereupon only on the basis of the
conversion price prior to adjustment, and (ii) not later than five
Business Days after such adjustment shall have become effective, pay to such
Holder the appropriate cash payment pursuant to Section 15.04 and pay to
the Trustee the Subscription Price referred to in Section 15.03 with
respect to the additional N.V. Shares deliverable on such conversion.


 


131














 


(f)  No adjustment in the conversion price shall be required
unless such adjustment would require an increase or decrease of at least 1% in
such price per N.V. Share; provided that any adjustments which by reason
of this subsection (f) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment.  All calculations under this Article shall
be made to the nearest cent or to the nearest one-hundredth of a share, as the
case may be.


 


(g)  Whenever the conversion price is adjusted as herein
provided, Unilever N.V. and the Company (if the Company is an Issuer of
any series of Debt Securities the conversion price of which is subject to
adjustment hereunder) shall promptly (i) file with the Trustee an Officers’
Certificate setting forth the conversion price after such adjustment and
setting forth a brief statement of the facts requiring such adjustment, which
certificate shall be conclusive evidence of the correctness of such adjustment,
and (ii) notify each Holder of Debt Securities as provided in Section 1.06.  Anything in this Section to the contrary
notwithstanding, Unilever N.V., and the Company (where the Company is an
Issuer of any series of Debt Securities issued under this Indenture) shall be
entitled to make such reductions in the conversion price, in addition to those
required by this Section, as they in their discretion shall determine to be
advisable in order that any stock dividend, subdivision of shares, distribution
of rights or warrants to purchase stock or securities, or distribution of other
assets (other than cash dividends) hereafter made by Unilever N.V. to
their respective stockholders shall not be taxable to the recipients.


 


SECTION 15.07.  Continuation of Conversion Privilege in
Case of Reclassification, Change, Merger, Consolidation or Sale of Assets.  If any of the following shall occur, namely:


 


(a) any reclassification or change of outstanding N.V. Shares
issuable upon conversion of the Debt Securities (other than a change in par
value, or as a result of a subdivision or combination);


 


132

















 


(b) any consolidation or merger to which Unilever N.V. is a
party as a result of which the holders of N.V. Shares shall be entitled to
receive stock, other securities or other assets (including, cash) with respect
to or in exchange for N.V. Shares; or


 


(c) sale or conveyance of all or substantially all of the assets
or business of Unilever N.V. as an entirety or substantially as an
entirety;


 


then Unilever N.V. or such successor or
purchasing corporation, as the case may be, shall, as a condition precedent to
such reclassification, change, consolidation, merger, sale or conveyance,
execute and deliver (together with the Company and each other Guarantor) to the
Trustee a supplemental indenture (which shall conform to the Trust Indenture
Act) providing that the Holder of each Debt Security then outstanding shall
have the right to convert such Debt Security into the kind and amount of shares
of stock and other securities and assets (including cash) receivable upon such
reclassification, change, consolidation, merger, sale or conveyance by a holder
of the number of N.V. Shares deliverable upon conversion of such Debt Security
immediately prior to such reclassification, change, consolidation, merger, sale
or conveyance, assuming such holder of N.V. Shares (i) is not a Person
with which Unilever N.V. consolidated or into which Unilever N.V.
merged or which merged into Unilever N.V. or to which such sale or
transfer was made, as the case may be (“constituent Person”), or an Affiliate
of a constituent Person and (ii) failed to exercise his rights of
election, if any, as to the kind or amount of stock and other securities and
assets (including cash) receivable upon such consolidation, merger, sale or
transfer (provided that if the kind or amount of stock and other securities and
assets (including cash) receivable upon such consolidation, merger, sale or
transfer is not the same for each N.V. Share held immediately prior to such
consolidation, merger, sale or transfer by other than a constituent Person or
an Affiliate thereof and in respect of which such rights of election shall not
have been exercised (“non-electing share”), then for the purpose of this Section the
kind and amount of stock and other securities and assets (including cash)
receivable upon such consolidation, merger, sale or transfer by each
non-electing share shall be deemed to be the kind and amount so 


 


133

















 


receivable per share by a plurality of the
non-electing shares).  Such supplemental
indenture shall provide for adjustments which shall be as nearly equivalent as
may be practicable to the adjustments provided for in this Article.  If, in the case of any such consolidation,
merger, sale or conveyance, the stock or other securities and assets receivable
thereupon by a holder of N.V. Shares includes shares of stock or other
securities and assets of a corporation other than the successor or purchasing
corporation, as the case may be, in such consolidation, merger, sale or
conveyance, then such supplemental indenture shall also be executed by such
other corporation and shall contain such additional provisions to protect the
interests of the Holders of the Debt Securities as shall reasonably be
necessary by reason of the foregoing. 
The provisions of this Section shall similarly apply to successive
consolidations, mergers, sales or conveyances.


 


Notice of the execution of each such
supplemental indenture shall be given to each Holder of Debt Securities in
accordance with Section 1.06.


 


The Trustee shall not be under any
responsibility to determine the correctness of any provisions contained in any
such supplemental indenture relating either to the kind or amount of shares of
stock or securities or property (including cash) receivable by Holders of Debt
Securities upon the conversion of their Debt Securities after any such
reclassification, change, consolidation, merger, sale or conveyance or to any
adjustment to be made with respect thereto, but, subject to the provisions of Section 6.01,
may accept as conclusive evidence of the correctness of any such provisions,
and shall be protected in relying upon, the Officers Certificate of
Unilever N.V. and the Company (if applicable) (which Unilever N.V.
and the Company (if applicable) shall be obligated to file with the Trustee
prior to the execution of any such supplemental indenture) with respect
thereto.


 


SECTION 15.08.  Notice of Certain Events.  In case:


 


(a)  Unilever N.V. shall declare a dividend (or
any other distribution) payable to the holders of N.V. Shares otherwise than in
cash out of retained earnings; or


 


134

















 


(b)  Unilever N.V. shall authorize the granting
to the holders of N.V. Shares of rights to subscribe for or purchase any shares
of stock of any class or of any other rights; or


 


(c)  Unilever N.V. shall authorize any
reclassification or change of the N.V. Shares (other than a subdivision or
combination of the outstanding shares thereof), or any consolidation or merger
to which Unilever N.V. is a party and for which approval of any stockholders of
Unilever N.V. is required, or the sale or conveyance of all or substantially
all of the property or business or Unilever N.V.; or


 


(d)  there shall be proposed any voluntary or
involuntary dissolution, liquidation or winding-up of Unilever N.V.;


 


then, Unilever N.V. and the Company (if the
Company is an Issuer of any series of Debt Securities hereunder) shall cause to
be filed at the office or agency maintained for the purpose of conversion of
the Debt Securities as provided in Section 10.02, and shall cause to be
given to each Holder of Debt Securities in accordance with Section 1.06,
at least 20 days before the date hereinafter specified (or the earlier of the
dates hereinafter specified, the event that more than one date is specified), a
notice stating the date on which (1) a record is expected to be taken for
the purpose of such dividend, distribution or rights, or if a record is not to
be taken, the date as of which the holders of N.V. Shares of record to be
entitled to such dividend, distribution or rights are to be determined, or (2) such
reclassification, change, consolidation, merger, sale, conveyance, dissolution,
liquidation or winding-up is expected to become effective and the date, if any
is to be fixed, as of which it is expected that holders of N.V. Shares of
record shall be entitled to exchange their N.V Shares for securities or other
property deliverable upon such reclassification, change, consolidation, merger,
sale, conveyance, dissolution, liquidation or winding-up.


 


SECTION 15.09.  Disclaimer of Responsibility for Certain
Matters.  Neither the Trustee nor any
agent of the Trustee shall at any time be under any duty or responsibility to
any Holder of Debt Securities to determine whether any facts exist which may
require any 


 


135

















 


adjustment of the conversion
price, or with respect to the nature or extent of any such adjustment when
made, or with respect to the method employed, or herein or in any supplemental
indenture provided to be employed, in making the same.  Neither the Trustee nor any agent of the
Trustee shall be accountable with respect to the validity or value (or the kind
or amount) of any N.V. Shares, or of any securities or property (including
cash), which may at any time be issued or delivered upon the conversion of any
Debt Security; and neither the Trustee nor any agent of the Trustee makes any
representation with respect thereto. 
Subject to Section 6.01, neither the Trustee nor any agent of the
Trustee shall be responsible for any failure of the Company or
Unilever N.V. to comply with any of their respective covenants contained
in this Article.


 


SECTION 15.10.  Return of Funds Deposited for Redemption
of Converted Debt Securities.  Any
funds which at any time shall have been deposited by an Issuer or on its behalf
which the Trustee or any other Paying Agent for the purpose of paying the
principal of, premium, if any, and interest on any of the Debt Securities and
which shall not be required for such purposes because of the conversion of such
Debt Securities, as provided in this Article, shall after such conversion be
repaid to such Issuer by the Trustee or such other Paying Agent.


 


ARTICLE XVI


 


Subordination of Debt Securities


 


SECTION 16.01.  Applicability of Article.  The provisions of this Article shall be
applicable to any series of Debt Securities designated as subordinated pursuant
to clause (19) of Section 3.01.


 


SECTION 16.02.  Agreement To Subordinate.  The Company, each Parent and
Unilever U.S. covenant and agree, and each Holder of Debt Securities and
holder of Coupons of any series designated as subordinated pursuant to
clause (19) of Section 3.01 issued hereunder, whether upon original
issuance or upon transfer, assignment or exchange thereof, by his acceptance
thereof likewise covenants and agrees, that, to the extent and in the manner
herein set forth, all indebtedness evidenced by the Debt Securities of such
series and the Coupons appertaining thereto and the payment of principal (and
premium, if any) and any interest on such Debt Securities and the Coupons
appertaining 


 


136

















 


thereto and sums payable
with respect to conversion, if applicable, are hereby made expressly
subordinate and subject in right of payment to the prior payment in full of all
Senior Debt of the Issuer of such series of Debt Securities, and the
obligations of each Guarantor evidenced by the Guarantees shall be subordinate
and subject in right of payment to the prior payment in full of all Senior Debt
of such Guarantor.


 


SECTION 16.03.  Payments by an Issuer to Holders.  In the event and during the continuation of
any default in the payment of any Senior Debt of an Issuer of any series of
Debt Securities designated as subordinated pursuant to clause (19) of Section 3.01
continuing beyond the period of grace, if any, specified in the instrument
evidencing such Senior Debt, then, unless and until such event shall have been
cured or waived or shall have ceased to exist, no payment shall be made by such
Issuer with respect to the principal of, premium, if any, or interest on the
Debt Securities of such series, or with respect to any amounts payable by such
Issuer upon conversion of the Debt Securities of such series, if any, pursuant
to Section 15.03 or as a sinking fund for the Debt Securities of any
series, except sinking fund payments made by the acquisition of Debt Securities
under Section 12.02 prior to the happening of such default and payments
made pursuant to Articles IV or XIV hereof from moneys deposited with the
Trustee pursuant thereto prior to the happening of such default.


 


Upon any payment or distribution of assets of
an Issuer of such subordinated Debt Securities of any kind or character,
whether in cash, property or securities (as such phrase is defined in Section 16.04),
to creditors upon any dissolution or winding-up or total or partial liquidation
or reorganization of such Issuer, whether voluntary or involuntary or in
bankruptcy, insolvency, receivership or other proceedings, all amounts due or
to become due upon all Senior Debt of such Issuer shall first be paid in full,
or payment thereof provided for in accordance with its terms, before any
payment is made on account of the principal of, premium, if any, or interest on
the Debt Securities of any series designated as subordinated pursuant to
clause (19) of Section 3.01 (except payments made pursuant to
Articles IV or XIV from moneys deposited with the Trustee pursuant thereto
prior to the happening of such dissolution, winding-up, liquidation or 


 


137

















 


reorganization) or on
account of any amounts payable by such Issuer upon conversion of any Debt
Securities pursuant to Section 15.03, and upon any such dissolution or
winding-up or liquidation or reorganization any payment or distribution of
assets of such Issuer of any kind or character, whether in cash, property or securities,
to which the Holders of Debt Securities or holders of Coupons of any such
series or the Trustee under this Indenture would be entitled, except for the
provisions hereof, shall (except as aforesaid) be paid by such Issuer or by any
receiver, trustee in bankruptcy, liquidating trustee, agent or other person
making such payment or distribution, or by the Holders of Debt Securities or
holders of Coupons of any such series or by the Trustee under this Indenture if
received by them or it, directly to the holders of Senior Debt of such Issuer
(pro rata to such holders on the basis of the respective amounts of such Senior
Debt held by such holders) or their respective representatives, or to the
trustee or trustees under any indenture pursuant to which any instruments
evidencing any of such Senior Debt may have been issued, as their respective
interests may appear, to the extent necessary to pay all such Senior Debt in
full after giving effect to any concurrent payment or distribution to or for
the holders of such Senior Debt, before any payment or distribution is made to
the Holders of any series of subordinated Debt Securities or holders of Coupons
of any such series or to the Trustee under this Indenture.


 


In the event that, notwithstanding the
foregoing, any payment or distribution of assets of such Issuer of any kind or
character, whether in cash, property or securities, prohibited by the
foregoing, shall be received by the Trustee under this Indenture or the Holders
of subordinated Debt Securities or holders of Coupons of any such series of
subordinated Debt Securities before all Senior Debt of such Issuer is paid in
full or provision is made for such payment in accordance with its terms, such
payment or distribution shall be held in trust for the benefit of and shall be
paid over or delivered to the holders of such Senior Debt or their respective
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing any of such Senior Debt may have been issued, as
their respective interests may appear, for application to the payment of all
Senior Debt of such Issuer remaining unpaid until all such Senior Debt shall
have been paid in full in accordance with its terms, after 


 


138

















 


giving effect to any
concurrent payment or distribution to or for the holders of such Senior Debt.


 


SECTION 16.04.  Payments by Guarantors to Holders.  In the event and during the continuation of
any default in the payment of any Senior Debt of any Guarantor continuing
beyond the period of grace, if any, specified in the instrument evidencing such
Senior Debt, then, unless and until such event shall have been cured or waived
or shall have ceased to exist, no payment shall be made by such Guarantor with
respect to the principal of, premium, if any, or interest on the Debt
Securities of any series designated as subordinated pursuant to
clause (19) of Section 3.01, or with respect to any amounts payable
by the Issuer upon conversion of the Debt Securities of any such series
pursuant to Section 15.03 or as a sinking fund for the Debt Securities of
any such series, except sinking fund payments made by the acquisition of Debt
Securities under Section 12.02 prior to the happening of such default and
payments made pursuant to Articles IV or XIV hereof from moneys deposited
with the Trustee pursuant thereto prior to the happening of such default.


 


Upon any payment or distribution of assets of
any Guarantor of any kind or character, whether in cash, property or
securities, to creditors upon any dissolution or winding-up or total or partial
liquidation or reorganization of such Guarantor, whether voluntary or
involuntary or in bankruptcy, insolvency, receivership or other proceedings,
all amounts due or to become due upon all Senior Debt of such Guarantor shall
first be paid in full, or payment thereof provided for in accordance with its
terms, before any payment is made on account of the principal of, premium, if
any, or interest on the Debt Securities of any series designated as
subordinated pursuant to clause (19) of Section 3.01 (except payments
made pursuant to Articles IV or XIV from moneys deposited with the Trustee
pursuant thereto prior to the happening of such dissolution, winding-up,
liquidation or reorganization) or on account of any amounts payable by the
Issuer upon conversion of any Debt Securities pursuant to Section 15.03,
and upon any such dissolution or winding-up or liquidation or reorganization
any payment or distribution of assets of such Guarantor of any kind or
character, whether in cash, property or securities, to which the Holders of
Debt Securities or holders of Coupons of any such series of subordinated Debt
Securities or the 


 


139

















 


Trustee under this Indenture
would be entitled, except for the provisions hereof, shall (except as
aforesaid) be paid by such Guarantor or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other person making such payment or distribution,
or by the Holders of Debt Securities or holders of Coupons of any such series
or by the Trustee under this Indenture if received by them or it, directly to
the holders of such Senior Debt (pro rata to such holders on the basis of the
respective amounts of such Senior Debt held by such holders) or their
respective representatives, or to the trustee or trustees under any indenture
pursuant to which any instruments evidencing any of such Senior Debt may have
been issued, as their respective interests may appear, to the extent necessary
to pay all such Senior Debt in full after giving effect to any concurrent
payment or distribution to or for the holders of such Senior Debt, before any
payment or distribution is made to the Holders of subordinated Debt Securities or
holders of Coupons of any such series of subordinated Debt Securities or to the
Trustee under this Indenture.


 


In the event that, notwithstanding the
foregoing, any payment or distribution of assets of any Guarantor of any kind
or character, whether in cash, property or securities, prohibited by the
foregoing, shall be received by the Trustee under this Indenture or the Holders
of subordinated Debt Securities or holders of Coupons of any such series of
subordinated Debt Securities before all Senior Debt of such Guarantor is paid
in full or provision is made for such payment in accordance with its terms,
such payment or distribution shall be held in trust for the benefit of and
shall be paid over or delivered to the holders of such Senior Debt or their respective
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing any of such Senior Debt may have been issued,
as their respective interests may appear, for application to the payment of all
Senior Debt of such Guarantor remaining unpaid until all such Senior Debt shall
have been paid in full in accordance with its terms, after giving effect to any
concurrent payment or distribution to or for the holders of such Senior Debt.


 


SECTION 16.05.  “Cash, Property or Securities.”  For purposes of this Article, the words “cash,
property or securities”, when used with reference to the Company, either Parent
or Unilever U.S. shall not be deemed to 


 


140

















 


include shares of stock of
the Company, either Parent or Unilever U.S. as reorganized or readjusted,
or securities of the Company, either Parent or Unilever U.S. or any other
corporation provided for by a plan or reorganization or readjustment, the
payment of which is subordinated (at least to the extent provided in this Article with
respect to the applicable series of Debt Securities) to the payment of all
Senior Debt of the Company, either Parent or Unilever U.S. which may at
the time be outstanding; provided, however, that (i) if a
new corporation results from such reorganization or readjustment, such
corporation assumes such Senior Debt (other than leases, which need not be thus
assumed), and (ii) the rights of the holders of such Senior Debt (other
than leases which are not assumed by the Company, either Parent or
Unilever U.S. or by the new corporation, as the case may be) are not,
without the consent of such holders, altered by such reorganization or
readjustment.  The consolidation of the
Company, either Parent or Unilever U.S. with, or the merger of the
Company, either Parent or Unilever U.S. into, another corporation or the
liquidation or dissolution of the Company, either Parent or Unilever U.S.
following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided in Article VIII shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section if
such other corporation shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions stated in Article VIII.  Nothing in this Section shall apply to
claims of, or payment to, the Trustee under or pursuant to Section 6.07.  This Section shall be subject to the
further provisions of Section 16.08.


 


SECTION 16.06.  Subrogation of Debt Securities.  Subject to the payment in full of all Senior
Debt of the Company, either Parent and Unilever U.S., the Holders of
subordinated Debt Securities and holders of Coupons of any such series shall be
subrogated to the rights of the holders of such Senior Debt to receive payments
or distributions of cash, property or securities of the Issuer applicable to
the Senior Debt of the Issuer, or of any Guarantor applicable to the Senior
Debt of such Guarantor, until the principal of, premium, if any, and interest
on the Debt Securities of such series shall be paid in full; and, for the
purposes of such subrogation, no payments or distributions to the holders of
any such Senior Debt of any 


 


141

















 


cash, property or securities
to which the Holders of subordinated Debt Securities or holders of Coupons of
any such series or the Trustee on their behalf would be entitled except for the
provisions of this Article, and no payment over pursuant to the provisions of
this Article to the holders of such Senior Debt by Holders of subordinated
Debt Securities or holders of Coupons of any such series or the Trustee on
their behalf shall, as among the Company, the Parents and Unilever U.S.,
the creditors of the Company, the Parents and Unilever U.S. (other than
holders of Senior Debt of the Company, either Parent or Unilever U.S.),
and the Holders of subordinated Debt Securities and holders of Coupons of any
such series, be deemed to be a payment by the Company, either Parent or
Unilever U.S. to or on account of the Debt Securities of any series.  It is understood that the provisions of this Article are
intended solely for the purpose of defining the relative rights of the Holders
of the subordinated Debt Securities and holders of Coupons appertaining
thereto, on the one hand, and the holders of the Senior Debt of the Company,
the Parents and Unilever U.S. on the other hand.


 


Nothing contained in this Article or
elsewhere in this Indenture or in the Debt Securities of any series is intended
to or shall impair, as among the Company, the Parents, Unilever U.S., the
creditors of the Company, the Parents and Unilever U.S. (other than the
holders of Senior Debt of the Company, the Parents or Unilever U.S.), and
the Holders of subordinated Debt Securities and holders of Coupons of any such
series, the obligation of any Issuer, which is absolute and unconditional, to
pay to the Holders of subordinated Debt Securities or holders of Coupons of any
such series the principal of (and premium, if any) and any interest on the Debt
Securities of such series, and the Subscription Price in respect thereof, as
and when the same shall become due and payable in accordance with their terms,
or the guarantee of such obligation by any Guarantor, which is also absolute
and unconditional and which, subject to the rights hereunder of the holders of
Senior Debt of such Guarantor, is intended to rank equally with all other general
obligations of such Guarantor, or is intended to or shall affect the relative
rights of the Holders of Debt Securities or holders of Coupons of any series
and creditors of the Company, the Parents and Unilever U.S. (other than
the holders of the Senior Debt of the Company, either Parent or
Unilever U.S.), nor shall anything herein or therein prevent the Holder of
any 


 


142

















 


subordinated Debt Security,
the holder of any Coupon appertaining thereto or the Trustee on his behalf from
exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article of
the holders of Senior Debt of the Company, either Parent or Unilever U.S.
in respect of cash, property or securities of the Company, either Parent or
Unilever U.S. received upon the exercise of any such remedy.


 


Upon any payment or distribution of assets of
the Company, either Parent or Unilever U.S., as the case may be, referred
to in this Article, the Trustee, subject to the provisions of Section 6.01,
the Holders of the subordinated Debt Securities of any series and the holders
of any Coupons appertaining thereto shall be entitled to rely upon any order or
decree made by any court of competent jurisdiction in which such bankruptcy,
dissolution, winding-up, liquidation or reorganization proceedings are pending,
or a certificate of the receiver, trustee in bankruptcy, liquidating trustee,
agent or other person making such payment or distribution, delivered to the
Trustee or to the Holders of the Debt Securities and holders of Coupons of any
series, for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of the Senior Debt of the Company, either Parent
or Unilever U.S. and other indebtedness of the Company, either Parent or
Unilever U.S., the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article.


 


SECTION 16.07.  Authorization by Holders.  Each Holder of a Debt Security and holder of
a Coupon of any series designated as subordinated pursuant to clause (19)
of Section 3.01 by his acceptance thereof authorizes the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article with respect to such series and
appoints the Trustee his attorney-in-fact for any and all such purposes.


 


SECTION 16.08.  Notice to Trustee.  Each of the Company, the Parents and
Unilever U.S. agrees to give prompt written notice to the Trustee and to
any Paying Agent of any fact known to the Company, either Parent or
Unilever U.S., as the case may be, which would prohibit the making of any
payment of moneys to or by the Trustee or any 


 


143

















 


Paying Agent in respect of
the Debt Securities of any series pursuant to the provisions of this
Article.  Regardless of anything to the
contrary contained in this Article or elsewhere in this Indenture, the
Trustee shall not be charged with knowledge of the existence of any Senior Debt
of the Company, either Parent or Unilever U.S. or of any default or event
of default with respect to any such Senior Debt or of any other facts which would
prohibit the making of any payment of moneys to or by the Trustee, unless and
until the Trustee shall have received notice in writing at its Corporate Trust
Office to that effect signed by an officer of the Company, either Parent or
Unilever U.S., or by a holder or agent of a holder of any such Senior Debt
who shall have been certified to the reasonable satisfaction of the Trustee to
be such holder or agent, or by the trustee under any indenture pursuant to
which any such Senior Debt shall be outstanding, and, prior to the receipt of
any such written notice, the Trustee shall, subject to Section 6.01, be
entitled to assume that no such facts exist; provided, however,
that if on a date at least three Business Days prior to the date upon which by
the terms hereof any such moneys shall become payable for any purpose
(including, without limitation, the payment of the principal of, premium, if
any, or any interest on any Debt Securities of any series) the Trustee shall
not have received with respect to such moneys the notice provided for in this
Section, then, regardless of anything herein to the contrary, the Trustee shall
have full power and authority to receive such moneys and to apply the same to
the purpose for which they were received, and shall not be affected by any
notice to the contrary which may be received by it on or after such prior date.


 


Regardless of anything to the contrary
herein, nothing shall prevent (a) any payment by an Issuer or the Trustee
to the Holders of Debt Securities of any series of amounts in connection with a
redemption of Debt Securities of such series if (i) notice of such
redemption has been given pursuant to Article XI prior to the receipt by
the Trustee of written notice as aforesaid, and (ii) such notice of
redemption is given not earlier than 60 days before the Redemption Date, or (b) any
payment by the Trustee to the Holders of Debt Securities of any series of
amounts deposited with it pursuant to Sections 4.01 or 14.01 subject to
Sections 16.04 and 16.05.


 


144














 


The Trustee shall be entitled to rely on the
delivery to it of a written notice by a person representing himself to be a
holder of Senior Debt of the Company, either Parent or Unilever U.S. (or a
trustee on behalf of such holder) to establish that such notice has been given
by a holder of such Senior Debt or a trustee on behalf of any such holder.  In the event that the Trustee determines in
good faith that further evidence is required with respect to the right of any
Person as a holder of such Senior Debt to participate in any payment or
distribution pursuant to this Article, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of such Senior Debt held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article, and if such evidence
is not furnished the Trustee may defer any payment to such Person pending
judicial determination as to the right of such Person to receive such payment.


 


SECTION 16.09.  Trustee’s Relation to Senior Debt.  The Trustee and any agent of the Company,
either Parent, Unilever U.S. or the Trustee shall be entitled to all the
rights set forth in this Article with respect to any Senior Debt of the
Company, either Parent or Unilever U.S. which may at any time be held by
it in its individual or any other capacity to the same extent as any other
holder of Senior Debt of the Company, either Parent or Unilever U.S., and
nothing in Section 6.13 or elsewhere in this Indenture shall deprive the
Trustee or any such agent of any of its rights as such holder.  Nothing in this Article shall apply to
claims of, or payments to, the Trustee under or pursuant to Section 6.07.


 


With respect to the holders of Senior Debt of
the Company, either Parent or Unilever U.S., the Trustee, in its capacity
as Trustee for the Holders of subordinated Debt Securities and any Coupons
appertaining thereto, undertakes to perform or to observe only such of its
covenants and obligations as are specifically set forth in this Article, and no
implied covenants or obligations with respect to the holders of such Senior
Debt shall be read into this Indenture against the Trustee.  The Trustee, in its capacity as Trustee for
the Holders of subordinated Debt Securities and any Coupons appertaining
thereto, shall not be deemed to owe any fiduciary duty to the holders of 


 


145

















 


such Senior Debt and,
subject to the provisions of Section 6.01, the Trustee, in its capacity as
Trustee in its capacity as Trustee for the Holders of subordinated Debt
Securities and any Coupons appertaining thereto, shall not be liable to any
holders of such Senior Debt if it shall pay over or deliver to Holders of Debt
Securities or holders of Coupons of any series, the Company, either Parent or
Unilever U.S. or any other Person moneys or assets to which any holders of
such Senior Debt shall be entitled by virtue of this Article or otherwise.


 


SECTION 16.10.  No Impairment of Subordination.  No right of any present or future holder of
any Senior Debt of the Company, either Parent or Unilever U.S. to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company, either Parent
or Unilever U.S. or by any act or failure to act, in good faith, by any
such holder, or by any noncompliance by the Company, either Parent or
Unilever U.S. with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof which any such holder may have or otherwise
be charged with.


 


. . .


 


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


 


IN
WITNESS WHEREOF, the Company, Unilever N.V., Unilever PLC,
Unilever U.S. and the Trustee have caused this


 


146

















 


Indenture
to be duly executed and, in the case of the Company, Unilever U.S. and the
Trustee, their respective corporate seals to be hereunto affixed and attested,
all as of the day and year first above written.


 


	
   

  	
   

  	
   

  	
  UNILEVER
  CAPITAL CORPORATION,

  
	
   

  	
   

  	
   

  	
  by:

  	
  /s/
  THOMAS H. Floyd

  
	
   

  	
   

  	
   

  	
  Name: THOMAS H. Floyd

  
	
   

  	
   

  	
   

  	
  Title:
  PRESIDENT

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [Seal]

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
  /s/
  RONALD M. SOIEFER

  	
   

  	
   

  	
   

  
	
  Name:
  RONALD M. SOIEFER

  	
   

  	
   

  	
   

  
	
  Title:
  SECRETARY

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  UNILEVER
  N.V.,

  
	
   

  	
   

  	
   

  	
  by:

  	
  /s/
  A. BURGMANS

  
	
   

  	
   

  	
   

  	
  Name: A. BURGMANS

  
	
   

  	
   

  	
   

  	
  Title:
  CHAIRMAN

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  by:

  	
  /s/
  S.G. WILLIAMS

  
	
   

  	
   

  	
   

  	
  Name: S.G. WILLIAMS

  
	
   

  	
   

  	
   

  	
  Title:
  JOINT SECRETARY

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  UNILEVER
  PLC,

  
	
   

  	
   

  	
   

  	
  by:

  	
  /s/
  S.G. WILLIAMS

  
	
   

  	
   

  	
   

  	
  Name: S.G. WILLIAMS

  
	
   

  	
   

  	
   

  	
  Title: JOINT SECRETARY

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  UNILEVER
  UNITED STATES, INC.,

  
	
   

  	
   

  	
   

  	
  by:

  	
  /s/
  C.B. STRAUSS

  
	
   

  	
   

  	
   

  	
  Name: C.B. STRAUSS

  
	
   

  	
   

  	
   

  	
  Title:
  PRESIDENT

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [Seal]

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
  /s/
  RONALD M. SOIEFER

  	
   

  	
   

  	
   

  
	
  Name:
  RONALD M. SOIEFER

  	
   

  	
   

  	
   

  
	
  Title:
  SECRETARY

  	
   

  	
   

  	
   

  



 


147

















 


	
   

  	
   

  	
   

  	
  THE
  BANK OF NEW YORK,

  
	
   

  	
   

  	
   

  	
  by

  	
  /s/
  MARIE TRIMBOLI

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Marie Trimboli

  
	
   

  	
   

  	
   

  	
  Assistant Treasurer

  



 


148