EXHIBIT 4.3


 


INTERLINE BRANDS, INC.


A DELAWARE CORPORATION


 


AND


 


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


 


TRUSTEE


 


FORM OF SENIOR DEBT INDENTURE


 


GUARANTEED TO THE EXTENT SET FORTH HEREIN


BY THE GUARANTORS NAMED HEREIN


 


DATED AS OF                 ,
200  


 

















 


INTERLINE BRANDS, INC.


 


Reconciliation and tie between Trust Indenture
Act of 1939


and Indenture, dated as of                      ,
200  


 


	
  TRUST INDENTURE ACT SECTION

  	
   

  	
  INDENTURE SECTION

  
	
   

  	
   

  	
   

  
	
  310(a)(1)

  	
   

  	
   

  	
  6.09

  
	
  (a)(2)

  	
   

  	
   

  	
  6.09

  
	
  (a)(3)

  	
   

  	
   

  	
  Not Applicable

  
	
  (a)(4)

  	
   

  	
   

  	
  Not Applicable

  
	
  (b)

  	
   

  	
   

  	
  6.08, 6.10

  
	
  311(a)

  	
   

  	
   

  	
  6.13

  
	
  (b)

  	
   

  	
   

  	
  6.13

  
	
  (b)(2)

  	
   

  	
   

  	
  7.03(a), 7.03(b)

  
	
  312(a)

  	
   

  	
   

  	
  7.01, 7.02(a)

  
	
  (b)

  	
   

  	
   

  	
  7.02(b)

  
	
  (c)

  	
   

  	
   

  	
  7.02(c)

  
	
  313(a)

  	
   

  	
   

  	
  7.03(a)

  
	
  (b)

  	
   

  	
   

  	
  7.03(a)

  
	
  (c)

  	
   

  	
   

  	
  7.03(a), 7.03(b)

  
	
  (d)

  	
   

  	
   

  	
  7.03(b)

  
	
  314(a)

  	
   

  	
   

  	
  7.04

  
	
  (b)

  	
   

  	
   

  	
  Not Applicable

  
	
  (c)(1)

  	
   

  	
   

  	
  1.02

  
	
  (c)(2)

  	
   

  	
   

  	
  1.02

  
	
  (c)(3)

  	
   

  	
   

  	
  Not Applicable

  
	
  (d)

  	
   

  	
   

  	
  Not Applicable

  
	
  (e)

  	
   

  	
   

  	
  1.02

  
	
  315(a)

  	
   

  	
   

  	
  6.01(a)

  
	
  (b)

  	
   

  	
   

  	
  6.02, 7.03(a)

  
	
  (c)

  	
   

  	
   

  	
  6.01(b)

  
	
  (d)

  	
   

  	
   

  	
  6.01(c)

  
	
  (d)(1)

  	
   

  	
   

  	
  6.01(a), 6.01(c)

  
	
  (d)(2)

  	
   

  	
   

  	
  6.01(c)

  
	
  (d)(3)

  	
   

  	
   

  	
  6.01(c)

  
	
  (e)

  	
   

  	
   

  	
  5.14

  
	
  316(a)(1)(A)

  	
   

  	
   

  	
  5.12

  
	
  (a)(1)(B)

  	
   

  	
   

  	
  5.02, 5.13

  
	
  (a)(2)

  	
   

  	
   

  	
  Not Applicable

  
	
  (b)

  	
   

  	
   

  	
  5.08

  
	
  (c)

  	
   

  	
   

  	
  1.04(e)

  
	
  317(a)(1)

  	
   

  	
   

  	
  5.03

  
	
  (a)(2)

  	
   

  	
   

  	
  5.04

  
	
  (b)

  	
   

  	
   

  	
  10.05

  
	
  318(a)

  	
   

  	
   

  	
  1.07

  



 


i

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.01

  	
  Definitions

  	
  1

  
	
  Section 1.02

  	
  Compliance Certificates and
  Opinions

  	
  5

  
	
  Section 1.03

  	
  Form of Documents Delivered to
  Trustee

  	
  5

  
	
  Section 1.04

  	
  Acts of Holders

  	
  5

  
	
  Section 1.05

  	
  Notices, Etc.,

  	
  6

  
	
  Section 1.06

  	
  Notice to Holders; Waiver

  	
  6

  
	
  Section 1.07

  	
  Conflict with Trust Indenture Act

  	
  6

  
	
  Section 1.08

  	
  Effect of Headings and Table of
  Contents

  	
  7

  
	
  Section 1.09

  	
  Successors and Assigns

  	
  7

  
	
  Section 1.10

  	
  Separability Clause

  	
  7

  
	
  Section 1.11

  	
  Benefits of Indenture

  	
  7

  
	
  Section 1.12

  	
  Governing Law

  	
  7

  
	
  Section 1.13

  	
  Legal Holidays

  	
  7

  
	
  Section 1.14

  	
  No Recourse Against Others

  	
  7

  
	
  Section 1.15

  	
  Judgment Currency

  	
  7

  
	
  Section 1.16

  	
  Counterparts

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2 SECURITY FORMS

  	
  7

  
	
   

  	
   

  	
   

  
	
  Section 2.01

  	
  Forms Generally

  	
  7

  
	
  Section 2.02

  	
  Form of Face of Security.

  	
  8

  
	
  Section 2.03

  	
  Form of Reverse of Security

  	
  9

  
	
  Section 2.04

  	
  Form of Trustee’s Certificate of
  Authentication

  	
  11

  
	
  Section 2.05

  	
  Securities in Global Form

  	
  12

  
	
  Section 2.06

  	
  Form of Legend for the Securities
  in Global Form

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3 THE SECURITIES

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section 3.01

  	
  Amount Unlimited; Issuable in
  Series

  	
  12

  
	
  Section 3.02

  	
  Denominations

  	
  14

  
	
  Section 3.03

  	
  Execution, Authentication,
  Delivery and Dating

  	
  14

  
	
  Section 3.04

  	
  Temporary Securities

  	
  15

  
	
  Section 3.05

  	
  Registration, Registration of
  Transfer and Exchange

  	
  15

  
	
  Section 3.06

  	
  Mutilated, Destroyed, Lost and
  Stolen Securities

  	
  16

  
	
  Section 3.07

  	
  Payment of Interest; Interest
  Rights Preserved

  	
  17

  
	
  Section 3.08

  	
  Persons Deemed Owners

  	
  17

  
	
  Section 3.09

  	
  Cancellation

  	
  17

  
	
  Section 3.10

  	
  Computation of Interest

  	
  18

  
	
  Section 3.11

  	
  CUSIP Number

  	
  18

  
	
  Section 3.12

  	
  Wire Transfers

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4 SATISFACTION AND DISCHARGE

  	
  18

  
	
   

  	
   

  	
   

  
	
  Section 4.01

  	
  Satisfaction and Discharge of
  Indenture

  	
  18

  
	
  Section 4.02

  	
  Application of Trust Money

  	
  18

  
	
  Section 4.03

  	
  Application to a Specific Series
  of Securities

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5 REMEDIES

  	
  18

  
	
   

  	
   

  	
   

  
	
  Section 5.01

  	
  Events of Default

  	
  18

  
	
  Section 5.02

  	
  Acceleration of Maturity;
  Rescission and Annulment

  	
  19

  
	
  Section 5.03

  	
  Collection of Indebtedness and
  Suits for Enforcement by Trustee

  	
  20

  
	
  Section 5.04

  	
  Trustee May File Proofs of Claim

  	
  20

  
	
  Section 5.05

  	
  Trustee May Enforce Claims
  Without Possession of Securities

  	
  21

  
	
  Section 5.06

  	
  Application of Money Collected

  	
  21

  
	
  Section 5.07

  	
  Limitation on Suits

  	
  21

  
	
  Section 5.08

  	
  Unconditional Right of Holders to
  Receive Principal, Premium and Interest

  	
  21

  
	
  Section 5.09

  	
  Restoration of Rights and
  Remedies

  	
  21

  
	
  Section 5.10

  	
  Rights and Remedies Cumulative

  	
  21

  
	
  Section 5.11

  	
  Delay or Omission Not Waiver

  	
  22

  
	
  Section 5.12

  	
  Control by Holders

  	
  22

  
	
  Section 5.13

  	
  Waiver of Past Defaults

  	
  22

  
	
  Section 5.14

  	
  Undertaking for Costs

  	
  22

  



 


ii

















 


	
  ARTICLE 6 THE TRUSTEE

  	
  22

  
	
   

  	
   

  	
   

  
	
  Section 6.01

  	
  Certain Duties and
  Responsibilities of the Trustee

  	
  22

  
	
  Section 6.02

  	
  Notice of Defaults

  	
  22

  
	
  Section 6.03

  	
  Certain Rights of Trustee

  	
  23

  
	
  Section 6.04

  	
  Not Responsible for Recitals or
  Issuance of Securities

  	
  23

  
	
  Section 6.05

  	
  May Hold Securities

  	
  23

  
	
  Section 6.06

  	
  Money Held in Trust

  	
  23

  
	
  Section 6.07

  	
  Compensation and Reimbursement

  	
  23

  
	
  Section 6.08

  	
  Disqualification; Conflicting
  Interests

  	
  24

  
	
  Section 6.09

  	
  Corporate Trustee Required;
  Eligibility

  	
  24

  
	
  Section 6.10

  	
  Resignation and Removal;
  Appointment of Successor

  	
  24

  
	
  Section 6.11

  	
  Acceptance of Appointment by
  Successor

  	
  25

  
	
  Section 6.12

  	
  Merger, Conversion, Consolidation
  or Succession to Business

  	
  25

  
	
  Section 6.13

  	
  Preferential Collection of Claims
  Against Company

  	
  25

  
	
  Section 6.14

  	
  Appointment of Authenticating
  Agent

  	
  25

  
	
  Section 6.15

  	
  Compliance with Tax Laws

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

  	
  27

  
	
   

  	
   

  	
   

  
	
  Section 7.01

  	
  Company to Furnish Trustee Names
  and Addresses of Holders

  	
  27

  
	
  Section 7.02

  	
  Preservation of Information;
  Communications to Holders

  	
  27

  
	
  Section 7.03

  	
  Reports by Trustee

  	
  27

  
	
  Section 7.04

  	
  Reports by Company

  	
  28

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8 CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER

  	
  28

  
	
   

  	
   

  	
   

  
	
  Section 8.01

  	
  When Company May Merge, Etc

  	
  28

  
	
  Section 8.02

  	
  Opinion of Counsel

  	
  28

  
	
  Section 8.03

  	
  Successor Corporation Substituted

  	
  28

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9 SUPPLEMENTAL INDENTURES

  	
  29

  
	
   

  	
   

  	
   

  
	
  Section 9.01

  	
  Supplemental Indentures Without
  Consent of Holders

  	
  29

  
	
  Section 9.02

  	
  Supplemental Indentures with
  Consent of Holders

  	
  29

  
	
  Section 9.03

  	
  Execution of Supplemental
  Indentures

  	
  30

  
	
  Section 9.04

  	
  Effect of Supplemental Indentures

  	
  30

  
	
  Section 9.05

  	
  Conformity with Trust Indenture
  Act

  	
  30

  
	
  Section 9.06

  	
  Reference in Securities to Supplemental
  Indentures

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10 COVENANTS

  	
  30

  
	
   

  	
   

  	
   

  
	
  Section 10.01

  	
  Payments of Securities

  	
  30

  
	
  Section 10.02

  	
  Maintenance of Office or Agency

  	
  30

  
	
  Section 10.03

  	
  Compliance Certificates

  	
  30

  
	
  Section 10.04

  	
  Waiver of Stay, Extension or
  Usury Laws

  	
  31

  
	
  Section 10.05

  	
  Money for Securities Payments to
  Be Held in Trust

  	
  31

  
	
  Section 10.06

  	
  Waiver of Certain Covenants

  	
  31

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11 REDEMPTION OF SECURITIES

  	
  32

  
	
   

  	
   

  	
   

  
	
  Section 11.01

  	
  Applicability of Article

  	
  32

  
	
  Section 11.02

  	
  Election to Redeem; Notice to
  Trustee

  	
  32

  
	
  Section 11.03

  	
  Selection by Trustee of
  Securities to Be Redeemed

  	
  32

  
	
  Section 11.04

  	
  Notice of Redemption

  	
  32

  
	
  Section 11.05

  	
  Deposit of Redemption Price

  	
  32

  
	
  Section 11.06

  	
  Securities Payable on Redemption
  Date

  	
  33

  
	
  Section 11.07

  	
  Securities Redeemed in Part

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE 12 SINKING FUNDS

  	
  33

  
	
   

  	
   

  	
   

  
	
  Section 12.01

  	
  Applicability of Article

  	
  33

  
	
  Section 12.02

  	
  Satisfaction of Sinking Fund
  Payments with Securities

  	
  33

  
	
  Section 12.03

  	
  Redemption of Securities for
  Sinking Fund

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE 13 DEFEASANCE AND COVENANT DEFEASANCE

  	
  33

  
	
   

  	
   

  	
   

  
	
  Section 13.01

  	
  Applicability of Article;
  Company’s Option to Effect Defeasance or Covenant Defeasance

  	
  33

  
	
  Section 13.02

  	
  Defeasance and Discharge

  	
  34

  
	
  Section 13.03

  	
  Covenant Defeasance

  	
  34

  
	
  Section 13.04

  	
  Conditions to Defeasance or
  Covenant Defeasance

  	
  34

  
	
  Section 13.05

  	
  Deposited Money and Government
  Obligations To Be Held in Trust

  	
  35

  
	
  Section 13.06

  	
  Reinstatement

  	
  35

  
	
   

  	
   

  	
   

  
	
  ARTICLE 14 GUARANTEES

  	
  35

  
	
   

  	
   

  	
   

  
	
  Section 14.01

  	
  Guarantee

  	
  35

  



 


iii

















 


INDENTURE,
dated as of                                 ,
200  , between INTERLINE BRANDS, INC., a Delaware corporation (herein
called the “COMPANY”), the GUARANTORS listed on Schedule 1 hereto (herein
called the “GUARANTORS”) and THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
(herein called the “TRUSTEE”). 


 


RECITALS OF THE
COMPANY


 


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


 


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


 


NOW, THEREFORE,
THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE 1



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;


 


(2) all other terms used herein which are
defined in the Trust Indenture Act, either directly or by reference therein, or
defined by Commission rule and not otherwise defined herein, have the meanings
assigned to them therein;


 


(3) all accounting terms not otherwise
defined herein have the meanings assigned to them in accordance with GAAP;


 


(4) the word “INCLUDING” (and with
correlative meaning “INCLUDE”) means including, without limiting the generality
of, any description preceding such term; and


 


(5) the words “HEREIN,” “HEREOF” and “HEREUNDER”
and other words of similar import refer to this Indenture as a whole and not to
any particular Article, Section or other subdivision.


 


“ACT,” when
used with respect to any Holder, has the meaning specified in Section 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 purposes of this definition, “CONTROL” (including, with correlative
meanings, the terms “CONTROLLING,” “CONTROLLED BY” and “UNDER COMMON CONTROL
WITH”), as used with respect to any Person, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
or policies of such Person, whether through the ownership of voting securities,
by agreement or otherwise. For purposes of this definition, the terms “controlling,”
“controlled by” and “under common control with” shall have correlative
meanings. 


 


“AUTHENTICATING
AGENT” means any Person authorized by the Trustee to act on behalf of the
Trustee to authenticate Securities. 


 


“BANKRUPTCY LAW”
means Title 11, U.S. Code or any similar federal or state law for the relief of
debtors. 


 


“BOARD OF
DIRECTORS” means the board of directors of the Company; provided, however, that
when the context refers to actions or resolutions of the Board of Directors,
then the term “BOARD OF DIRECTORS” shall also mean any duly authorized
committee of the Board of Directors of the Company authorized to act with
respect to any particular matter to exercise the power of the Board of
Directors of the Company. 


 


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


 


“BUSINESS DAY,”
when used with respect to any Place of Payment or any other particular location
referred to in this Indenture or in the Securities of any series, means each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by
law or regulation to close. 


 


1

















 


“CAPITAL STOCK”
means, with respect to any Person, any and all shares, interests,
participations, warrants, rights, options or other equivalents (however
designated) of capital stock or any other equity interest of such Person,
including each class of common stock and preferred stock. 


 


“COMMISSION”
means the Securities and Exchange Commission, as from time to time constituted,
created under the Exchange Act, 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 or other entity shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter “Company” shall
mean such successor corporation. 


 


“COMPANY
REQUEST” or “COMPANY ORDER” means a written request or order signed in the name
of the Company by any two Officers, at least one of whom must be its Chairman
of the Board, its Chief Executive Officer, its President, its Chief Financial
Officer, its Chief Accounting Officer, its Treasurer, an Assistant Treasurer or
its Controller, and delivered to the Trustee. 


 


“CORPORATE
TRUST OFFICE” means the office of the Trustee at which at any particular time
its corporate trust business shall be principally administered, which office at
the date hereof is located at The Bank of New York Trust Company, N.A., 101
Barclay Street, 8th Floor East, New York, NY 10286; Attn: Corporate Trust
Administration.


 


“COVENANT
DEFEASANCE” has the meaning specified in Section 13.03. 


 


“CURRENCY UNIT”
or “CURRENCY UNITS” shall mean any composite currency. 


 


“CUSTODIAN”
means any receiver, custodian, trustee, assignee, liquidator, sequestrator or
similar official under any Bankruptcy Law. 


 


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


 


“DEFAULTED
INTEREST” has the meaning specified in Section 3.07. 


 


“DEFEASANCE”
has the meaning specified in Section 13.02. 


 


“DEPOSITARY”
means, with respect to the Securities of any series issuable or issued in whole
or in part in the form of one or more global Securities, the Person designated
as Depositary by the Company pursuant to Section 3.01 until a successor
Depositary shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Depositary” shall mean or include each Person who is
then a Depositary hereunder, and if at any time there is more than one such
Person, “Depositary” shall mean the Depositary with respect to the Securities
of that series. 


 


“DOLLARS” and “$”
means lawful money of the United States of America. 


 


“EVENT OF
DEFAULT” has the meaning specified in Section 5.01. 


 


“EXCHANGE ACT”
means the Securities Exchange Act of 1934, as amended from time to time, and
the rules and regulations promulgated thereunder. 


 


“GAAP” means
such accounting principles as are generally accepted in the United States of
America which are in effect on the date hereof. 


 


“GUARANTEE”
means the guarantee by any Guarantor of the obligations under this Indenture. 


 


“HOLDER” or “SECURITYHOLDER”
means a Person in whose name a Security is registered in the Security Register.



 


“INDEBTEDNESS”
means, with respect to any Person (without duplication for indebtedness or
other obligations of such Person), any indebtedness of such Person for money
borrowed, whether incurred, assumed or guaranteed, and including obligations
under capitalized leases. 


 


“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
of particular series of Securities established as contemplated hereunder. 


 


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


 


“INTEREST
PAYMENT DATE,” when used with respect to any Security, means the Stated
Maturity of an installment of interest on such Security. 


 


2

















 


“JUDGMENT
CURRENCY” has the meaning specified in Section 1.15. 


 


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


 


“NEW YORK
BANKING DAY” has the meaning specified in Section 1.15. 


 


“OFFICER”
means, with respect to any Person, the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Operating Officer, any Vice
President, the Chief Financial Officer, the Chief Accounting Officer, the
Treasurer, any Assistant Treasurer, the Controller, any Assistant Controller,
the Secretary or any Assistant Secretary of such Person. 


 


“OFFICERS’
CERTIFICATE” means a certificate signed by any two Officers of the Company, at
least one of whom must be its Chief Executive Officer, its President, its Chief
Financial Officer, its Chief Accounting Officer, its Treasurer or its
Controller, and delivered to the Trustee.


 


“OPINION OF
COUNSEL” means a written opinion of counsel, who may be an employee of or
counsel for the Company, and who shall be reasonably acceptable to the Trustee.



 


“ORIGINAL ISSUE
DISCOUNT SECURITY” means any Security which provides for an amount less than
the principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.02. 


 


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


 


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


 


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


 


(iii) Securities
which have been paid as provided herein or in exchange for or in lieu of which
other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have
been presented to the Trustee proof reasonably satisfactory to it that such
Securities are held by a bona fide purchaser in whose hands such Securities are
valid obligations of the Company; and 


 


(iv) Securities
which have been defeased pursuant to Section 13.02; 


 


provided,
however, that in determining whether the Holders of the requisite principal
amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, or whether
sufficient funds are available for redemption or for any other purpose and for
the purpose of making the calculations required by Section 313 of the Trust
Indenture Act, (a) the principal amount of any Original Issue Discount Security
that shall be deemed to be Outstanding for such purposes shall be that portion
of the principal amount thereof that could be declared to be due and payable
upon the occurrence of an Event of Default and the continuation thereof
pursuant to the terms of such Original Issue Discount Security as of the date
of such determination, (b) the principal amount of a Security denominated in
one or more foreign currencies or currency units shall be the dollar
equivalent, determined in the manner provided as contemplated by Section 3.01
on the date of original issuance of such Security, of the principal amount (or,
in the case of an Original Issue Discount Security, the dollar equivalent on
the date of original issuance of such Security of the amount determined as
provided in (a) above) of such Security, and (c) Securities owned by the
Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction
of the Trustee the pledgee’s right so to act with respect to such Securities
and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor. 


 


“PAYING AGENT”
means any Person authorized by the Company to pay the principal of, premium, if
any, or interest on any Securities on behalf of the Company. The Company may
act as Paying Agent with respect to any Securities issued hereunder. 


 


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


 


“PLACE OF
PAYMENT,” when used with respect to the Securities of any series, means the
place or places where the principal of (and premium, if any) and interest on
the Securities of that series are payable as specified as contemplated by
Section 3.01. 


 


“PREDECESSOR
SECURITY” of any particular Security means every previous Security evidencing
all or a portion of the same debt as that evidenced by such particular Security
and, for the purposes of this definition, any Security authenticated and
delivered under Section 3.06 in


 


3

















 


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


 


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


 


“REDEMPTION
PRICE,” when used with respect to any Security of any series to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture. 


 


“REGISTERED
SECURITY” means any Security issued hereunder and registered in the Security
Register. 


 


“REGULAR RECORD
DATE” for the interest payable on any Interest Payment Date on the Securities
of any series means the date specified for that purpose as contemplated by
Section 3.01. 


 


“REQUIRED
CURRENCY” has the meaning specified in Section 1.15. 


 


“RESPONSIBLE
OFFICER,” when used with respect to the Trustee, means any officer of the
Trustee assigned to administer corporate trust matters and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his or her knowledge of and familiarity with the
particular subject. 


 


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


 


“SECURITY
REGISTER” and “SECURITY REGISTRAR” have the respective meanings specified in
Section 3.05. 


 


“SIGNIFICANT
SUBSIDIARY” of a Person has the meaning ascribed to such term in Rule 1.02(w)
of Regulation S-X under the Securities Act of 1933, as amended. 


 


“SPECIAL RECORD
DATE” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 3.07. 


 


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


 


“SUBSIDIARY”
means, with respect to any Person: 


 


(1) any corporation, association or other
business entity of which more than 50% of the total voting power of shares of
Capital Stock entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by such Person or one or more of
the other Subsidiaries of that Person (or a combination thereof); and


 


(2) any partnership (a) the sole general
partner or the managing general partner of which is such Person or a Subsidiary
of such Person or (b) the only general partners of which are such Person or one
or more Subsidiaries of such Person (or any combination thereof).


 


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


 


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


 


“U.S.
GOVERNMENT OBLIGATIONS” means securities which are (i) direct obligations of
the United States of America for the payment of which 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 the United States of America the
timely payment of which is unconditionally guaranteed by the full faith and
credit of the United States of America which, in either case, are not callable
or redeemable at the option of the issuer thereof or otherwise subject to
prepayment, and shall also include a depository receipt issued by a New York
Clearing House bank or trust company as custodian with respect to any such U.S.
Government Obligation, or a specific payment of interest on or principal of any
such U.S. Government Obligation held by such custodian for the account of the
holder of a depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to
the holder of such depository receipt from any amount held by the custodian in
respect of the U.S. Government Obligation or the specific payment of interest
on or principal of the U.S. Government Obligation evidenced by such depository
receipt. 


 


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


 


4

















 


“VOTING STOCK”
of any Person as of any date means the Capital Stock of such Person that is at
the time entitled to vote in the election of the Board of Directors of such
Person. 


 


Section 1.02           Compliance
Certificates and Opinions. Upon any application or request by the
Company to the Trustee to take any action under any provision of this
Indenture, the Company shall furnish to the Trustee an Officers’ Certificate
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of
Counsel stating that in the opinion of such counsel all such conditions precedent,
if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.


 


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


 


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


 


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


 


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


 


(d) a statement
as to whether, in the opinion of each such individual, 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 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 may be based, insofar as it relates to legal matters,
upon a certificate or opinion of, or representations by, counsel, unless such
Officer actually knows that the certificate or opinion or representations with
respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an Officer or Officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel actually knows that the certificate or opinion or
representations with respect to such matters are erroneous. 


 


Any
certificate, statement or opinion of an Officer of the Company or of counsel
may be based, insofar as it relates to accounting matters, upon a certificate
or opinion of or representations by an accountant or firm of accountants in the
employ of the Company, unless such Officer or counsel, as the case may be,
actually knows that the certificate or opinion or representations with respect
to the accounting matters upon which his or her certificate, statement or
opinion is based 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 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 agents duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required, to the Company. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “ACT” of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 6.01) conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section.


 


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


 


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


 


(d) Any
request, demand, authorization, direction, notice, consent, waiver or other Act
of the Holder of any Security shall bind every future Holder of the same
Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or


 


5

















 


in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.


 


(e) If the
Company shall solicit from the Holders any request, demand, authorization,
direction, notice, consent, waiver or other Act, the Company 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
shall have no obligation to do so, provided that the Company may not set a
record date for, and the provisions of this paragraph shall not apply with respect
to, the giving or making of any notice, declaration, request or direction
referred to in the immediately following paragraph. 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 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 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.


 


(f) The Trustee
shall set a record date, which shall not be more than 15 days prior to the date
of commencement of solicitation of such action contemplated by this section
1.04(f), for the purpose of determining the Holders of Securities of any series
entitled to join in the giving or making of (i) any Notice of Default, (ii) any
declaration of acceleration referred to in Section 5.02, (iii) any direction
referred to in Section 5.12, (iv) any request to institute proceedings referred
to in Section 5.07(2) or (v) any waiver of past defaults pursuant to Section 5.13,
in each case with respect to Securities of such series. If such a record date
is fixed pursuant to this paragraph, the relevant action may be taken or 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 of Securities of
a series for the purpose of determining whether Holders of the requisite
proportion of Outstanding Securities of such series have authorized or agreed
or consented to such action, and for that purpose the Outstanding Securities of
such series shall be computed as of such record date; provided that no such
action by 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. Nothing in this paragraph shall be construed
to prevent the Trustee from setting a new record date for any action for which
a record date has been set pursuant to this paragraph (whereupon the record
date previously set shall automatically and with no action by any Person be
canceled and of no effect), and nothing in this paragraph shall be construed to
render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities of the relevant series on the date such action
is taken. Promptly after any record date is set pursuant to this paragraph, the
Trustee, at the Company’s reasonable expense, shall cause notice of such record
date and the proposed action by Holders to be given to the Company in writing
and to each Holder of Securities of the relevant series in the manner set forth
in Section 1.06.


 


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


 


(a) the Trustee
by any Holder or by the Company shall be sufficient for every purpose hereunder
if made, given, furnished or filed in writing and mailed first-class postage
prepaid, to or with the Trustee at The Bank of New York Trust Company, N.A.,
101 Barclay Street, 8th Floor East, New York, NY 10286; Attn: Corporate Trust
Administration; or


 


(b) the Company
by the Trustee or by any Holder shall be sufficient for every purpose hereunder
(unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to the Company addressed to it at Interline
Brands, Inc., 801 West Bay Street, Jacksonville, FL 32204, Attention:
Secretary, or at any other address previously furnished in writing to the
Trustee by the Company.


 


Section 1.06           Notice
to Holders; Waiver. Where this Indenture or any Security provides
for notice to Holders of any event, such notice shall be deemed sufficiently
given (unless otherwise herein or in such Security expressly provided) if in
writing and mailed, first- class postage prepaid, to each Holder affected by
such event, at his address as it appears in the Security Register, not later
than the latest date, and not earlier than the earliest date, prescribed for
the giving of such notice. In any case where notice to Holders is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders or the validity of the proceedings to which such
notice relates.


 


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


 


Any request,
demand, authorization, direction, notice, consent or waiver required or
permitted under this Indenture shall be in the English language, except that
any published notice may be in an official language of the country of
publication. 


 


Where this
Indenture or any Security 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. 


 


Section 1.07           Conflict
with Trust Indenture Act. If any provision hereof limits,
qualifies or conflicts with another provision hereof which is required to be
included or deemed included in this Indenture by any of the provisions of the
Trust Indenture Act, such required provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, such provision of the Trust Indenture Act
shall be deemed to apply to this Indenture as so modified or shall be excluded,
as the case may be.


 


6

















 


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 shall bind its successors and assigns, whether so expressed or not.


 


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


 


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


 


Section 1.12           Governing
Law. This Indenture and the Securities shall be governed by and
construed in accordance with the laws (other than the choice of law provisions)
of the State of New York.


 


Section 1.13           Legal
Holidays. In any case where any Interest Payment Date, Redemption
Date, sinking fund payment date, Stated Maturity or Maturity of any Security
shall not be a Business Day at any Place of Payment, then (notwithstanding any
other provision of this Indenture or of the Securities other than a provision
in the Securities of any series which specifically states that such provision
shall apply in lieu of this Section) payment of interest or principal (and
premium, if any) need not be made at such Place of Payment on such date, but
may be made on the next succeeding Business Day or on such other day as may be
set out in the Officers’ Certificate pursuant to Section 3.01 at such Place of
Payment with the same force and effect as if made on the Interest Payment Date,
Redemption Date, sinking fund payment date, Stated Maturity or Maturity, as the
case may be, provided that no interest shall accrue on the amount so payable
for the period from and after such Interest Payment Date, Redemption Date,
sinking fund payment date, Stated Maturity or Maturity, as the case may be, if
payment is made on such next succeeding Business Day or other day set out in
such Officers’ Certificate.


 


Section 1.14           No
Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Company or any Guarantor (other than a stockholder
which itself is the Company or a Guarantor of the Securities) shall not have
any liability for any obligations of the Company or any Guarantor under the
Securities or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Securityholder, by accepting
a Security, waives and releases all such liability. Such waivers and releases
are part of the consideration for the issuance of the Securities.


 


Section 1.15           Judgment
Currency. The Company agrees, to the fullest extent that it may
effectively do so under applicable law, that (a) if for the purpose of
obtaining judgment in any court it is necessary to convert the sum due in
respect of the principal of, or premium or interest, if any, on the Securities
of any series (the “REQUIRED CURRENCY”) into a currency in which a judgment
will be rendered (the “JUDGMENT CURRENCY”), the rate of exchange used shall be
the rate at which in accordance with normal banking procedures the Trustee
could purchase in The City of New York the Required Currency with the Judgment
Currency on the New York Banking Day preceding that on which a final
unappealable judgment is given and (b) its obligations under this Indenture to
make payments in the Required Currency (i) shall not be discharged or satisfied
by any tender, or any recovery pursuant to any judgment (whether or not entered
in accordance with subsection (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be enforceable
as an alternative or additional cause of action for the purpose of recovering
in the Required Currency the amount, if any, by which such actual receipt shall
fall short of the full amount of the Required Currency so expressed to be
payable and (iii) shall not be affected by judgment being obtained for any
other sum due under this Indenture. For purposes of the foregoing, “NEW YORK
BANKING Day” means any day except a Saturday, Sunday or a legal holiday in The
City of New York or a day on which banking institutions in The City of New York
are authorized or required by law or executive order to close.


 


Section 1.16           Counterparts.
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.


 


ARTICLE 2



SECURITY FORMS


 


Section 2.01           Forms
Generally. The Securities of each series shall be in
substantially the form set forth in this Article, or in such other form as shall
be established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the Officers executing such Securities,
as evidenced by their execution of the Securities. If the form of Securities of
any series is established by action taken pursuant to a Board Resolution, a
copy of an appropriate record of such action shall be certified by the
Secretary or an Assistant Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Company Order contemplated by Section 3.03
for the authentication and delivery of such Securities.


 


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


 


7

















 


Section 2.02           Form
of Face of Security.


 


INTERLINE BRANDS, INC.


 


	
  No.                   

  	
   

  	
  [$]                   

  



 


Interline
Brands, Inc, a corporation duly organized and existing under the laws of Delaware
(herein called the “COMPANY,” which term includes any successor corporation
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to                               ,
or registered assigns, the principal sum of                               
[Dollars] on                               
[if the Security is to bear interest prior to Maturity, insert— and to pay
interest thereon from                               
or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, semi-annually on                               
and                               
in each year [if other than semi-annual payments, insert frequency of payments
and payment dates], commencing                                           ,
at [if the Security is to bear interest at a fixed rate, insert— the rate of           %
per annum], [if the Security is to bear interest at a variable or floating rate
and if determined with reference to an index, refer to description of index
below] until the principal hereof is paid or made available for payment [if
applicable insert—, and (to the extent that the payment of such interest shall
be legally enforceable) at the rate of           %
per annum on any overdue principal and premium and on any overdue installment
of interest]. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the                     
or                     
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture]. [If the Securities are floating or adjustable rate
securities with respect to which the principal of or any premium or interest
may be determined with reference to an index, insert the text of the floating
or adjustable rate provision.] 


 


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


 


Payment of the
principal of (and premium, if any) and [if applicable, insert—any such]
interest on this Security will be made at the office or agency of the Company
maintained for that purpose in                               ,
in dollars [if applicable, insert—; provided, however, that at the option of
the Company, payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register]. 


 


[If applicable,
insert— So long as all of the Securities of this series are represented by
Securities in global form, the principal of, premium, if any, and interest, if
any, on this global Security shall be paid in same day funds to the Depositary,
or to such name or entity as is requested by an authorized representative of
the Depositary. If at any time the Securities of this series are no longer
represented by global Securities and are issued in definitive certificated
form, then the principal of, premium, if any, and interest, if any, on each
certificated Security at Maturity shall be paid in same day funds to the Holder
upon surrender of such certificated Security at the Corporate Trust Office of
the Trustee, or at such other place or places as may be designated in or
pursuant to the Indenture, provided that such certificated Security is
surrendered to the Trustee, or at such other place or places as may be
designated in or pursuant to the Indenture, provided that such certificated
Security is surrendered to the Trustee, acting as Paying Agent, in time for the
Paying Agent to make such payments in such funds in accordance with its normal
procedures. Payments of interest with respect to such certificated Securities
other than at Maturity may, at the option of the Company, be made by check
mailed to the address of the Person entitled thereto as it appears on the
Security Register on the relevant Regular or Special Record Date or by wire
transfer in same day funds to such account as may have been appropriately
designated to the Paying Agent by such Person in writing not later than such
relevant Regular or Special Record Date.] 


 


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


 


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


 


IN WITNESS
WHEREOF, the Company has caused this instrument to be duly executed. 


 


	
   

  	
  INTERLINE BRANDS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
  , 200   

  
						



 


8

















 


Section 2.03           Form of Reverse of Security.


 


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



 


[If applicable,
insert— The Securities of this series are subject to redemption upon not less
than 30 nor more than 60 days’ notice by first class mail, [if applicable,
insert— (1) on                     
in any year commencing with the year                     
and ending with the year                     
through operation of the sinking fund for this series at a Redemption Price
equal to 100% of the principal amount, and (2)] at any time [on or after                     ,
          ], as a whole or in
part, at the election of the Company, at the following Redemption Prices
(expressed as percentages of the principal amount): 


 


If redeemed [on
or before                               ,
          %, and if redeemed]
during the 12-month period beginning                               
of the years indicated, 


 


	
   

  	
   

  	
  REDEMPTION

  
	
  YEAR

  	
   

  	
  PRICE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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



 


[If applicable,
insert— The Securities of this series are subject to redemption upon not less
than 30 nor more than 60 days’ notice by first class mail, (1) on                               
in any year commencing with the year                     
and ending with the year                     
through operation of the sinking fund for this series at the Redemption Prices
for redemption through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below, and (2) at any time [on
or after                     ],
as a whole or in part, at the election of the Company, at the Redemption Prices
for redemption otherwise than through operation of the sinking fund (expressed
as percentages of the principal amount) set forth in the table below: 


 


If redeemed
during a 12-month period beginning                                   
of the years indicated, 


 


	
  REDEMPTION PRICE

  	
   

  	
  REDEMPTION
  PRICE FOR

  	
   

  	
   

  
	
  FOR REDEMPTION

  	
   

  	
  REDEMPTION
  OTHERWISE THAN

  	
   

  	
   

  
	
  THROUGH OPERATION OF THE
  SINKING

  	
   

  	
  THROUGH
  OPERATION OF THE

  	
   

  	
   

  
	
  FUND

  	
   

  	
  SINKING
  FUND

  	
   

  	
  YEAR

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


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


 


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


 


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


 


[In the event
of redemption of this Security in part only, a new Security or Securities of
this series for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.] 


 


9

















 


[If the
Security is not an Original Issue Discount Security, insert— If any Event of
Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.] 


 


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


 


[This Security
is subject to defeasance and covenant defeasance as described in the Indenture
[if applicable, insert — and the supplemental indenture].] 


 


[This Security
is subject to satisfaction and discharge as provided in the Indenture [if
applicable, insert — and the supplemental indenture].] 


 


The Indenture
may be modified by the Company and the Trustee without consent of any Holder
with respect to certain matters as described in the Indenture. In addition, the
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series to be affected under
the Indenture at any time by the Company and the Trustee with the consent of
the Holders of a majority in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of a majority in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security
shall bind such Holder and all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security. 


 


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


 


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


 


The Securities
of this series are issuable only in registered form without coupons in
denominations of [$1,000] and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities of
this series are exchangeable for a like aggregate principal amount of
Securities of this series of a different authorized denomination, as requested
by the Holder surrendering the same. 


 


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


 


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


 


The Indenture
imposes certain limitations on the ability of the Company to, among other
things, merge or consolidate with any other Person or sell, assign, transfer or
lease all or substantially all of its properties or assets [If other covenants
are applicable pursuant to the provisions of Section 3.01, insert here]. All
such covenants and limitations are subject to a number of important
qualifications and exceptions. The Company must report periodically to the
Trustee on compliance with the covenants in the Indenture. 


 


A director,
officer, employee or stockholder, as such, of the Company shall not have any
liability for any obligations of the Company under this Security or the
Indenture or for any claim based on, in respect of or by reason of, such
obligations or their creation. Each Holder, by accepting a Security, waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of this Security. 


 


[If applicable,
insert — A director, officer, employee or stockholder, as such, of any
Guarantor shall not have any liability for any obligations of the Company or
such Guarantor under this Security or the Indenture [if applicable, insert — or
the supplemental indenture] or for any claim based on, in respect of or by
reason of, such obligations or their creation. Each Holder, by accepting a
Security, waives and releases all such liability. The waiver and release are
part of the consideration for the issuance of this Security.] 


 


10

















 


[If applicable,
insert — This Security will be entitled to the benefits of certain Guarantees
made for the benefit of the Holders. Reference is hereby made to the Indenture
and the supplemental indenture for a statement of the respective rights,
limitations of rights, duties and obligations thereunder of the Guarantors, if
any, the Trustee and the Holders.] 


 


[If applicable,
insert— Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures (“CUSIP”), the Company has caused CUSIP
numbers to be printed on the Securities of this series as a convenience to the
Holders of the Securities of this series. No representation is made as to the
correctness or accuracy of such numbers as printed on the Securities of this
series and reliance may be placed only on the other identification numbers
printed hereon.] 


 


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


 


ASSIGNMENT FORM


 


To assign this
Security, fill in the form below: (I) or (we) assign and transfer this Security
to 


 


	
   

  	
   

  	
   

  
	
   

  	
  (Insert
  assignee’s social security or tax I.D. number)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Print or
  type assignee’s name, address and zip code)

  	
   

  



 


and irrevocably
appoint                                                                       
agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him. 


 


	
  Dated:

  	
   

  	
   

  	
   

  	
  Your Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (Sign exactly as your name appears on

  
	
   

  	
   

  	
   

  	
  the other side of this Security)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature Guaranty:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Signatures must be guaranteed by an “eligible guarantor institution”
  meeting the requirements of the Transfer Agent, which requirements will
  include membership or participation in the Medallion Stamp Program or such
  other “signature guarantee program” as may be determined by the Transfer
  Agent in addition to, or in substitution for, the Medallion Stamp Program,
  all in accordance with the Exchange Act.]

  	
   

  
	
   

  	
   

  	
   

  
	
  Social Security Number or

  	
   

  	
   

  
	
  Taxpayer Identification Number:

  	
   

  	
   

  	
   

  
									



 


Section 2.04           Form
of Trustee’s Certificate of Authentication. The Trustee’s
certificate of authentication shall be in substantially the following form:


 


	
  Dated:

  	
   

  	
   

  



 


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


 


 


	
   

  	
   

  	
   

  
	
   

  	
  As Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  	
   

  



 


11

















 


Section 2.05           Securities
in Global Form. If Securities of or within a series are issuable
in whole or in part in global form, then any such Security of such series may
provide that it shall represent the aggregate or a specified amount of the
Outstanding Securities of such series from time to time endorsed thereon and
may also provide that the aggregate amount of Outstanding Securities of such
series represented thereby may from time to time be reduced or increased to
reflect exchanges. Any endorsement of a Security in global form to reflect the
amount, or any increase or decrease in the amount, or changes in the rights of
Holders, of Outstanding Securities represented thereby shall be made in such
manner and upon instructions given by such Person or Persons as shall be
specified therein or in the Company Order to be delivered to the Trustee
pursuant to Section 3.03 or Section 3.04. Subject to the provisions of Section
3.03 and, if applicable, Section 3.04, the Trustee shall deliver and redeliver
any Security in permanent global form in the manner and upon instructions given
by the Person or Persons specified therein or in the applicable Company Order.
If a Company Order pursuant to Section 3.03 or 3.04 has been, or simultaneously
is, delivered, any instructions by the Company with respect to endorsement or
delivery or redelivery of a Security in global form shall be in writing but
need not comply with Section 1.02 and need not be accompanied by an Opinion of
Counsel.


 


The provisions
of the last paragraph of Section 3.03 shall apply to any Security represented
by a Security in global form if such Security was never issued and sold by the
Company and the Company delivers to the Trustee the Security in global form
together with written instructions (which need not comply with Section 1.02 and
need not be accompanied by an Opinion of Counsel) with regard to the reduction
in the principal amount of Securities represented thereby. 


 


Notwithstanding
the provisions of Sections 2.01 and 3.07, unless otherwise specified as
contemplated by Section 3.01, payment of principal of and premium, if any, and
interest on any Security in permanent global form shall be made to the Person
or Persons specified therein. 


 


Section 2.06           Form
of Legend for the Securities in Global Form. Any Security in
global form authenticated and delivered hereunder shall bear a legend in
substantially the following form, or in such other form as may be necessary or
appropriate to reflect the arrangements with or to comply with the requirements
of any Depositary:


 


“THIS
SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES
IN CERTIFICATED FORM IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE,
THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.” 


 


ARTICLE 3



THE SECURITIES


 


Section 3.01           Amount
Unlimited; Issuable in Series. The aggregate principal amount of
Securities which may be authenticated and delivered under this Indenture is
unlimited.


 


The Securities
may be issued from time to time in one or more series. Prior to the issuance of Securities of any series,
there shall be established in or pursuant to (i) a Board Resolution, (ii)
action taken pursuant to a Board Resolution and (subject to Section 3.03) set
forth, or determined in the manner provided, in an Officers’ Certificate, or
(iii) one or more indentures supplemental hereto: 


 


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


 


(2) the purchase price, denomination and any
limit upon the aggregate principal amount of the Securities of the series which
may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Sections 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 Securities of the series is payable or the
method of determination thereof;


 


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


 


(5) the place or places where the principal
of, premium, if any, and interest, if any, on Securities of the series shall be
payable;


 


(6) the place or places where the Securities
may be exchanged or transferred;


 


12

















 


(7) the period or periods within which, the
price or prices at which, the currency or currencies (including currency unit
or units) in which, and the other terms and conditions upon which Securities of
the series may be redeemed, in whole or in part, at the option of the Company,
and, if other than as provided in Section 11.03, the manner in which the
particular Securities of such series (if less than all Securities of such
series are to be redeemed) are to be selected for redemption;


 


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


 


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


 


(10) if other than U.S. dollars, the currency
or currencies (including currency unit or units) in which payments of principal
of, premium, if any, and interest on the Securities of the series shall or may
by payable, or in which the Securities of the series shall be denominated, and
the particular provisions applicable thereto;


 


(11) if the payments of principal of,
premium, if any, or interest on the Securities of the series are to be made, at
the election of the Company or a Holder, in a currency or currencies (including
currency unit or units) other than that in which such Securities are
denominated or designated to be payable, the currency or currencies (including
currency unit or units) in which such payments are to be made, the terms and
conditions of such payments and the manner in which the exchange rate with
respect to such payments shall be determined, and the particular provisions
applicable thereto;


 


(12) if the amount of payments of principal
of, premium, if any, and interest on the Securities of the series shall be
determined with reference to an index, formula or other method (which index,
formula or method may be based, without limitation, on a currency or currencies
(including currency unit or units) other than that in which the Securities of
the series are denominated or designated to be payable), the index, formula or
other method by which such amounts shall be determined;


 


(13) if other than the principal amount
thereof, the portion of the principal amount of Securities of the series which
shall be payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 5.02 or the method by which such portion shall be
determined;


 


(14) any modifications of or additions to the
Events of Default or the covenants of the Company set forth herein with respect
to Securities of the series; and whether and the conditions under which the
Holders of the Securities of the series may waive any such Event of Default or
compliance with any such covenant relating to the Securities of such series;


 


(15) if either or both of Section 13.02 and
Section 13.03 shall be inapplicable, in whole or in part, to the Securities of
the series (provided that if no such inapplicability shall be specified, then
both Section 13.02 and Section 13.03 shall be applicable to the Securities of
the series); and any modification to either such section as it relates to such
series of Securities;


 


(16) if other than the Trustee, the identity
of the Registrar and any Paying Agent;


 


(17) if the Securities of the series shall be
issued in whole or in part in global form, (i) the Depositary for such global
Securities, (ii) the form of any legend in addition to or in lieu of that in
Section 2.06 which shall be borne by such global Security, (iii) whether
beneficial owners of interests in any Securities of the series in global form
may exchange such interests for certificated Securities of such series and of
like tenor of any authorized form and denomination, and (iv) if other than as
provided in Section 3.05, the circumstances under which any such exchange may
occur;


 


(18) if the Holders of the Securities of the
series may convert or exchange the Securities of the series into or for
securities of the Company or of other entities or other property (or the cash
value thereof), the specific terms of and period during which such conversion
or exchange may be made;


 


(19) if the Securities of the series shall
have the benefits of any Guarantee and, if so, the identity of the Guarantor or
Guarantors and the terms and provisions applicable to any such Guarantee;


 


(20) any provisions for the satisfaction and
discharge of the Securities of the series, including provisions in addition to
or modifying the provisions of Article 4 as they pertain to Securities of the
series;


 


(21) any addition to or change in the
covenants set forth in Article 10 which applies to Securities of the series;
and


 


(22) any other terms of the series, including
any terms which may be required by or advisable under the laws of the United
States of America or regulations thereunder or advisable (as determined by the
Company) in connection with the marketing of Securities of the series.


 


All Securities
of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided (i) by a Board Resolution, (ii) by
action taken pursuant to a Board Resolution and (subject to Section 3.03) set
forth, or determined in the manner provided, in


 


13

















 


an Officers’ Certificate or
(iii) in any such indenture supplemental hereto. All Securities of any one
series need not be issued at the same time and, unless otherwise provided, a
series may be reopened, without the consent of the Holders, for issuances of
additional Securities of such series. 


 


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


 


Section 3.02           Denominations.
The Securities of each series shall be issuable in registered form without
coupons in such denominations as shall be specified as contemplated by Section
3.01. In the absence of any such provisions with respect to the Securities of
any series, the Securities of such series shall be issuable in denominations of
$1,000 and any integral multiple thereof.


 


Section 3.03           Execution,
Authentication, Delivery and Dating. The Securities shall be
executed on behalf of the Company by its Chairman of the Board, its Chief
Executive Officer, its President, its Chief Financial Officer, or its Chief
Accounting Officer attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile. Typographical and other minor errors or defects in any
such reproduction of the seal or any such signature shall not affect the
validity or enforceability of any Security that has been duly authenticated and
delivered by the Trustee.


 


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


 


At any time and
from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company to the Trustee
for authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and make such Securities available for delivery. If
the form or terms of the Securities of the series have been established in or
pursuant to one or more Board Resolutions as permitted by Sections 2.01 and
3.01, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Sections 315(a) through
(d) of the Trust Indenture Act) shall be fully protected in relying upon, an
Opinion of Counsel stating (subject to customary assumptions, conditions and exceptions):



 


(a) if the
terms of such Securities have been established by or pursuant to Board
Resolution as permitted by Section 3.01, that such terms have been established
in conformity with the provisions of this Indenture; and


 


(b) that such
Securities, when authenticated and delivered by the Trustee and issued by the
Company in the manner and subject to any conditions specified in such Opinion
of Counsel, will constitute valid and legally binding obligations of the
Company, enforceable in accordance with their terms, except to the extent
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance and other similar laws
affecting the enforcement of creditors’ rights generally and by the effect of
general principles of equity (regardless of whether enforceability is
considered in a proceeding in equity or at law).


 


If such terms
have been so established, the Trustee shall not be required to authenticate
such Securities if the issue of such Securities pursuant to this Indenture will
affect the Trustee’s own rights, duties or immunities under the Securities and
this Indenture or otherwise in a manner which is not reasonably acceptable to
the Trustee, or in the written opinion of counsel to the Trustee (which counsel
may be an employee of the Trustee) such authentication may not lawfully be made
or would involve the Trustee in personal liability. 


 


Notwithstanding
the provisions of Section 3.01 and of the immediately preceding paragraph, if
all Securities of a series are not to be originally issued at one time, it
shall not be necessary to deliver the Board Resolution and the Officers’
Certificate otherwise required pursuant to Section 3.01 or the Company Order
and Opinion of Counsel otherwise required pursuant to the second preceding
paragraph at or prior to the time of authentication of each Security of such
series if such documents are delivered at or prior to the authentication upon
original issuance of the first Security of such series to be issued. 


 


If the Company
shall establish pursuant to Section 3.01 that the Securities of a series are to
be issued in whole or in part in the form of one or more global Securities,
then the Company shall execute and the Trustee shall, in accordance with this
Section and the Company Order with respect to the authentication and delivery
of such series, authenticate and deliver one or more Securities of such series
in global form that (i) shall be in an aggregate amount equal to the aggregate
principal amount of the Outstanding Securities of such series to be represented
by such Security or Securities in global form, (ii) shall be registered in the
name of the Depositary for such Security or Securities in global form or its
nominee, and (iii) shall be made available for delivery by the Trustee to such
Depositary or pursuant to such Depositary’s instruction. 


 


The Trustee
shall have no responsibility to determine if the Depositary is so registered.
Each Depositary shall enter into an agreement with the Trustee and the Company
governing the respective duties and rights of such Depositary, the Company and
the Trustee with regard to Securities issued in global form. 


 


Unless
otherwise provided for in the form of Security, each Security shall be dated
the date of its authentication. 


 


14

















 


No Security
shall be entitled to any benefits under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate
of authentication substantially in the form provided for herein executed by the
Trustee or an Authenticating Agent by manual signature, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that
such Security has been duly authenticated and delivered hereunder and is
entitled to the benefits of this Indenture. 


 


Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section
3.09 together with a written statement (which need not comply with Section 1.02
and need not be accompanied by an Opinion of Counsel) stating that such
Security has never been issued and sold by the Company, for all purposes of
this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall not be entitled to the benefits of this
Indenture.


 


Section 3.04           Temporary
Securities. Pending the preparation of definitive Securities of
any series, the Company may execute, and upon Company Order the Trustee shall
authenticate and make available for delivery, temporary Securities of such
series which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their
execution of such Securities.


 


In the case of
Securities of any series, such temporary Securities may be in global form,
representing all or a portion of the Outstanding Securities of such series. 


 


Except in the
case of temporary Securities in global form (which shall be exchanged in
accordance with the provisions thereof), if temporary Securities of any series
are issued, the Company will cause definitive Securities of that series to be
prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of the Company in a
Place of Payment for that series, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities of any series, the
Company shall execute and the Trustee shall authenticate and make available for
delivery in exchange therefor a like principal amount of definitive Securities
of the same series of authorized denominations and of like tenor. Until so
exchanged, the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series. 


 


Section 3.05           Registration,
Registration of Transfer and Exchange. The Company shall cause to
be kept at the Corporate Trust Office of the Trustee or in any office or agency
to be maintained by the Company in accordance with Section 10.02 in a Place of
Payment a register (the register maintained in such office and in any other
office or agency of the Company 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 Company shall provide for the
registration of Securities and of registration of transfers of Securities. The
Trustee is hereby appointed “SECURITY REGISTRAR” for the purpose of registering
Securities and transfers of Securities as herein provided.


 


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


 


At the option
of the Holder, Securities of any series (except a Security in global form) may
be exchanged for other Securities of the same series, of any authorized
denominations and of a like aggregate principal amount and Stated Maturity,
upon surrender of the Securities to be exchanged at such office or agency.
Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and make available for delivery,
the Securities which the Holder making the exchange is entitled to receive. 


 


Each Security
issued in global form authenticated under this Indenture shall be registered in
the name of the Depositary designated for such series or a nominee thereof and
delivered to such Depositary or a nominee thereof or custodian therefor, and
each such Security issued in global form shall constitute a single Security for
all purposes of this Indenture. 


 


Notwithstanding
any other provision of this Section, unless and until it is exchanged in whole
or in part for Securities in certificated form in the circumstances described
below, a Security in global form representing all or a portion of the
Securities of a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor Depositary for such series
or a nominee of such successor Depositary.  


 


If at any time
the Depositary for the Securities of a series notifies the Company that it is
unwilling or unable to continue as Depositary for the Securities of such series
or defaults in the performance of its duties as Depositary or it at any time
the Depositary for the Securities of such series shall no longer be eligible to
perform such duties, the Company shall appoint a successor Depositary with
respect to the Securities of such series. If a successor Depositary for the
Securities of such series is not appointed by the Company within 90 days after
the Company receives such notice or becomes aware of such ineligibility, the
Company’s selection pursuant to Section 3.01(17) shall no longer be effective
with respect to the Securities of such series and the Company shall execute,
and the Trustee, upon receipt of a Company Order for the authentication and
delivery of certificated Securities of such series of like tenor, shall
authenticate and deliver Securities of such series of like tenor in
certificated form, in authorized denominations and in an aggregate principal
amount equal to the principal amount of the Security or Securities of such
series of like tenor in global form in exchange for such Security or Securities
in global form. 


 


15

















 


The Company may
at any time in its sole discretion determine that Securities issued in global
form shall no longer be represented by such a Security or Securities in global
form. In such event the Company shall execute, and the Trustee, upon receipt of
a Company Order for the authentication and delivery of certificated Securities
of such series of like tenor, shall authenticate and deliver, Securities of
such series of like tenor in certificated form, in authorized denominations and
in an aggregate principal amount equal to the principal amount of the Security
or Securities of such series of like tenor in global form in exchange for such
Security or Securities in global form. 


 


If specified by
the Company pursuant to Section 3.01 with respect to a series of Securities,
the Depositary for such series may surrender a Security in global form of such
series in exchange in whole or in part for Securities of such series in
certificated form on such terms as are acceptable to the Company and such
Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge, 


 


(i) to each
Person specified by such Depositary a new certified Security or Securities of
the same series of like tenor, of any authorized denomination as requested by
such Person in aggregate principal amount equal to and in exchange for such
Person’s beneficial interest in the Security in global form; and


 


(ii) to such
Depositary a new Security in global form of like tenor in a denomination equal
to the difference, if any, between the principal amount of the surrendered
Security in global form and the aggregate principal amount of certificated
Securities delivered to Holders thereof.


 


Upon the
exchange of a Security in global form for Securities in certificated form, such
Security in global form shall be canceled by the Trustee. Securities issued in
exchange for a Security in global form pursuant to this Section shall be
registered in such names and in such authorized denominations as the Depositary
for such Security in global form, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Securities to the Persons in whose names such Securities are
so registered. 


 


Whenever any
Securities are surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive. 


 


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


 


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


 


Unless
otherwise provided in the Securities to be transferred or exchanged, no service
charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. 


 


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


 


The foregoing
provisions relating to registration, transfer and exchange may be modified,
supplemented or superseded with respect to any series of Securities by a Board
Resolution or in one or more indentures supplemental hereto. 


 


Section 3.06           Mutilated,
Destroyed, Lost and Stolen Securities. If any mutilated Security
is surrendered to the Trustee, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same series
and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.


 


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


 


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


 


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


 


16

















 


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


 


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


 


Section 3.07           Payment
of Interest; Interest Rights Preserved. Interest on any Security
which is payable, and is punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name that Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest.


 


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


 


(1) The Company may elect to make payment of
any Defaulted Interest to the Persons in whose names the Securities of such
series (or their respective Predecessor Securities) are registered at the close
of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to
be paid on each Security of such series and the date of the proposed payment
(which shall be not less than 25 days after the receipt by the Trustee of such
notice, unless such Trustee shall consent to an earlier date), and at the same
time the Company shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements reasonably satisfactory to the Trustee for such deposit
prior to the date of the proposed payment, such money when deposited to be held
in trust for the benefit of the Persons entitled to such Defaulted Interest as
in this Clause provided. Thereupon the Trustee shall fix a Special Record Date
for the payment of such Defaulted Interest which shall be not more than 15 days
and not less than 10 days prior to the date of the proposed payment and not
less than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the Company of such Special
Record Date and, in the name and at the reasonable expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor to be mailed, first-class postage prepaid, to each
Holder of Securities of such series at his address as it appears in the
Security Register, not less than 10 days prior to such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor having been so mailed, such Defaulted Interest shall be
paid to the Persons in whose names the Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on
such Special Record Date and shall no longer be payable pursuant to the
following Clause (2).


 


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


 


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


 


Section 3.08           Persons
Deemed Owners. Prior to due presentment of a Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name such Security is registered
as the owner of such Security for the purpose of receiving payment of principal
of, premium, if any, and (subject to Sections 3.05 and 3.07) interest on such
Security and for all other purposes whatsoever, whether or not such Security be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.


 


None of the
Company, the Trustee or any agent of the Company or the Trustee shall have any
responsibility or liability for any aspect of the records relating to or payments
made on account of beneficial ownership interest of a Security in global form,
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interest. Notwithstanding the foregoing, with respect to
any Security in global form, nothing herein shall prevent the Company or the
Trustee or any agent of the Company or the Trustee, from giving effect to any
written certification, proxy or other authorization furnished by any Depositary
(or its nominee), as a Holder, with respect to such Security in global form or
impair, as between such Depositary and owners of beneficial interests in such
Security in global form, the operation of customary practices governing the
exercise of the right of such Depositary (or its nominee) as holder of such
Security in global form. 


 


Section 3.09           Cancellation.
All Securities surrendered for payment, redemption, registration of transfer or
exchange or for credit against any sinking fund payment shall, if surrendered
to any Person other than the Trustee, be delivered to the Trustee and shall be
promptly canceled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and all
Securities so delivered shall be promptly canceled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
canceled as provided in this Section, except as expressly permitted by this
Indenture. All canceled Securities shall be held by the Trustee and may be
destroyed (and, if so destroyed, certification of their destruction shall be
delivered to the Company, unless, by a Company Order, the Company shall direct
that canceled Securities be returned to it).


 


17

















 


Section 3.10           Computation
of Interest. Except as otherwise specified as contemplated by
Section 3.01 for Securities of any series, interest on the Securities of each
series shall be computed on the basis of a year of twelve 30-day months.


 


Section 3.11           CUSIP
Number. The Company in issuing Securities of any series may use a
“CUSIP” number, and if so, the Trustee may use the CUSIP number in notices of
redemption or exchange as a convenience to Holders of such series; provided,
that any such notice may state that no representation is made as to the
correctness or accuracy of the CUSIP number printed on the notice or on the
Securities of such series, and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the CUSIP number of any series of
Securities.


 


Section 3.12           Wire
Transfers. Notwithstanding any other provision to the contrary in
this Indenture, the Company may make any payment of moneys required to be
deposited with the Trustee on account of principal of, or premium, if any, or
interest on the Securities (whether pursuant to optional or mandatory
redemption payments, interest payments or otherwise) by wire transfer of
immediately available funds to an account designated by the Trustee on or
before the date and time such moneys are to be paid to the Holders of the
Securities in accordance with the terms hereof.


 


ARTICLE 4



SATISFACTION AND DISCHARGE


 


Section 4.01           Satisfaction
and Discharge of Indenture. This Indenture shall cease to be of
further effect (except as to any surviving rights of registration of transfer
or exchange of Securities and replacement of such Securities which may have
been lost, stolen or mutilated as herein expressly provided for or in the form
of Security for such series), when the Trustee, upon Company Request and at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when


 


(1) either (a) all Securities theretofore
authenticated and delivered (other than (i) Securities which have been
destroyed, lost or stolen and which have been replaced or paid as provided in
Section 3.06 and (ii) Securities for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust, as provided in
Section 10.05) have been delivered to the Trustee for cancellation; or (b) all
such Securities not theretofore delivered to the Trustee for cancellation (i)
have become due and payable, or (ii) will become due and payable at their
Stated Maturity within one year, or (iii) are to be called for redemption
within one year under arrangements reasonably satisfactory to the Trustee for
the giving of notice of redemption by the Trustee in the name, and at the
reasonable expense, of the Company, and the Company, in the case of (b)(i),
(ii) or (iii) above, has deposited with the Trustee as trust funds in trust for
the purpose an amount, in the currency or currencies or currency unit or units
in which the Securities of such series are payable, sufficient to pay and
discharge the entire indebtedness on such Securities not theretofore delivered
to the Trustee for cancellation, for principal, premium, if any, and interest
to the date of such deposit (in the case of Securities which have become due
and payable) or the Stated Maturity or Redemption Date, as the case may be;


 


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


 


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


 


Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 6.07, the obligations of the Company 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 10.05 shall survive. 


 


Section 4.02           Application
of Trust Money. Subject to the provisions of the last paragraph
of Section 10.05, 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 Securities and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest for whose payment such money has been deposited
with or received by the Trustee, but such money need not be segregated from
other funds except to the extent required by law.


 


Section 4.03           Application
to a Specific Series of Securities. The Company may elect to
satisfy and discharge its obligations with respect to a specific series of
Securities under the Indenture by complying with the terms of Article 4. If the
Company makes such election, (a) the terms of Section 4.01 and 4.02 shall apply
only to the specific series of Securities and the terms of the Indenture as it
relates to such series of Securities and (b) the other Securities issued
hereunder and the Indenture as it relates to such other Securities shall remain
in full force and effect.


 


ARTICLE 5



REMEDIES


 


Section 5.01           Events
of Default. Except as otherwise specified as contemplated by
Section 3.01 for Securities of a series, “EVENT OF DEFAULT,” wherever used
herein with respect to Securities of any series, means any one of the following
events (whatever the reason for such


 


18

















 


Event of Default and whether it
shall be voluntary or involuntary or to 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) the Company defaults in the payment of
interest on any Security of that series when such interest becomes due and
payable and the default continues for a period of 30 days; or


 


(2) the Company defaults in the payment of
the principal of, or premium, if any, on any Security of that series when the
same becomes due and payable at Maturity or on redemption or otherwise; or


 


(3) the Company fails to deposit any sinking
fund payment, for five days after it becomes due by the terms of a Security of
that series; or


 


(4) the Company fails to observe or perform
in any material respect any of its other covenants, agreements or warranties in
the Securities of that series or this Indenture (other than a covenant,
agreement or warranty a default in whose performance or whose breach is
elsewhere in this Section specifically dealt with or which has expressly been
included in this Indenture solely for the benefit of series of Securities other
than that series), and the failure to observe or perform continues for the
period and after the notice specified in the last paragraph of this Section;
or  


 


(5) an event of default, as defined in any
mortgage, indenture, or instrument under which there may be issued, or by which
there may be secured or evidenced, any Indebtedness of the Company (including
Securities of another series) (other than the Securities of such series)
(whether such Indebtedness now exists or shall hereafter be created or
incurred) shall occur, which event of default (i) is caused by a failure to pay
principal of or premium, if any, or interest on such Indebtedness at final
maturity after the expiration of the grace period provided in such Indebtedness
on the date of such event of default, and (ii) results in Indebtedness becoming
or being declared due and payable prior to the date on which it would otherwise
become due and payable, and such default in payment is not cured or such
acceleration shall not be rescinded or annulled within 30 days after written
notice to the Company from the Trustee or to the Company and to the Trustee
from the Holders of at least twenty-five percent in aggregate principal amount
of the Outstanding Securities of that series specifying such event of default
and requiring the Company to cure such default in payment or cause such
acceleration to be rescinded or annulled and stating that such notice is a “NOTICE
OF DEFAULT” hereunder; provided, however, that it shall not be an Event of
Default if the principal amount of Indebtedness which is not paid at maturity
or the maturity of which is accelerated is equal to or less than $50,000,000;
provided further that if, prior to a declaration of acceleration of the
maturity of the Securities of that series or the entry of judgment in favor of
the Trustee in a suit pursuant to Section 5.03, such default shall be remedied
or cured by the Company or waived by the holders of such Indebtedness, then the
Event of Default hereunder by reason thereof shall be deemed likewise to have
been thereupon remedied, cured or waived without further action upon the part
of either the Trustee or any of the Holders of the Securities of that series;
or


 


(6) the Company or any of its Significant
Subsidiaries pursuant to or within the meaning of any Bankruptcy Law (a)
commences a voluntary case or proceeding under any Bankruptcy Law with respect
to itself, (b) consents to the entry of a judgment, decree or order for relief
against it in an involuntary case or proceeding under any Bankruptcy Law, (c)
consents to or acquiesces in the institution of bankruptcy or insolvency
proceedings against it, (d) applies for, consents to or acquiesces in the
appointment of or taking possession by a Custodian of it or for all or
substantially all of its property, (e) makes a general assignment for the
benefit of its creditors or (f) takes any corporate action in furtherance of or
to facilitate, conditionally or otherwise, any of the foregoing; or


 


(7) (i) a court of competent jurisdiction
enters a judgment, decree or order for relief in an involuntary case or
proceeding under any Bankruptcy Law which shall (a) approve as properly filed a
petition seeking reorganization, arrangement, adjustment or composition in
respect of the Company or any of its Significant Subsidiaries, (b) appoint a
Custodian of the Company or any of its Significant Subsidiaries or for all or
substantially all of its property or (c) order the winding-up or liquidation of
affairs of the Company or any of its Significant Subsidiaries, and such
judgment, decree or order shall remain unstayed and in effect for a period of
90 consecutive days; or (ii) any bankruptcy or insolvency petition or
application is filed, or any bankruptcy or insolvency proceeding is commenced,
against the Company or any of its Significant Subsidiaries and such petition,
application or proceeding is not dismissed within 60 days; or (iii) a warrant
of attachment is issued against any material portion of the property of the
Company or any of its Significant Subsidiaries which is not released within 60
days of service; or


 


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


 


A Default under
clause (4) above is not an Event of Default until the Trustee or the Holders of
at least twenty-five percent in aggregate principal amount of the Outstanding
Securities of that series notify the Company of the Default and the Company
does not cure the Default within 60 days after receipt of the notice. The
notice must specify the Default, demand that it be remedied and state that the
notice is a “NOTICE OF DEFAULT.” When a Default under clause (4) above is cured
within such 60-day period, it ceases to be a Default. 


 


Section 5.02           Acceleration
of Maturity; Rescission and Annulment. If an Event of Default
with respect to Securities of any series (other than an Event of Default
specified in clause (6) or (7) of Section 5.01) occurs and is continuing, the
Trustee by notice in writing to the Company, or the Holders of at least
twenty-five percent in aggregate principal amount of the Outstanding Securities
of that series by notice in writing to the Company and the Trustee, may declare
the unpaid principal of and accrued interest to the date of acceleration (or, if
the Securities of that series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of that
series) on all the Outstanding Securities of that series to be due and payable
immediately and, upon any such declaration, the Outstanding Securities of that
series (or specified principal amount) shall become and be immediately due and
payable.


 


19

















 


If an Event of
Default specified in clause (6) or (7) of Section 5.01 occurs, all unpaid
principal of and accrued interest on the Outstanding Securities of that series
(or specified principal amount) shall ipso facto become and be immediately due
and payable without any declaration or other act on the part of the Trustee or
any Holder of any Security of that series. 


 


Upon payment of
all such principal and interest, all of the Company’s obligations under the
Securities of that series and (upon payment of the Securities of all series)
this Indenture shall terminate, except obligations under Section 6.07. 


 


At any time
after a declaration of acceleration of Maturity with respect to Securities of
any series has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter in this Article
provided, the Holders of a majority in principal amount of the Outstanding
Securities of that series by notice to the Trustee may rescind an acceleration
and its consequences if (i) all existing Events of Default, other than the nonpayment
of the principal of and interest on the Securities of that series that has
become due solely by such declaration of acceleration, have been cured or
waived, (ii) to the extent the payment of such interest is lawful, interest on
overdue installments of interest and overdue principal that has become due
otherwise than by such declaration of acceleration have been paid, (iii) the
rescission would not conflict with any judgment or decree of a court of
competent jurisdiction and (iv) all payments due to the Trustee and any
predecessor Trustee under Section 6.07 have been made. 


 


Section 5.03           Collection of Indebtedness and Suits
for Enforcement by Trustee. The Company covenants that if:


 


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


 


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


 


(3) default is made in the payment of any
sinking or analogous obligation when the same becomes due by the terms of the
Securities of any series, and any such default continues for any period of
grace provided with respect to the Securities of such series,


 


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


 


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


 


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


 


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 the Company or
any other obligor upon the Securities or the property of the Company or of such
other obligor or their creditors, the Trustee (irrespective of whether the
principal of the Securities shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether the Trustee shall
have made any demand on the Company for the payment of overdue principal or
interest) shall be entitled and empowered, by intervention in such proceeding
or otherwise,


 


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


 


(ii) to collect
and receive any moneys or other property payable or deliverable on any such
claims and to distribute the same; and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such
judicial proceeding is hereby authorized by each Holder to make such payments
to the Trustee and, in the event that the Trustee shall consent to the making
of such payments directly to the Holders, to pay to the Trustee any amount due
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 6.07.


 


Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights
of any Holder thereof or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding. 


 


20

















 


Section 5.05           Trustee
May Enforce Claims Without Possession of Securities. All rights
of action and claims under this Indenture or the Securities may be prosecuted
and enforced by the Trustee without the possession of any of the Securities or
the production thereof in any proceeding relating thereto, and any such
proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.


 


Section 5.06           Application
of Money Collected. Any money collected by the Trustee pursuant
to this Article in respect of the Securities of any series 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, premium, if any, or
interest, upon presentation of the Securities in respect of which moneys have
been collected 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 applicable to such
series; 


 


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


 


Third: To the
Company. 


 


The Trustee may
fix a record date and payment date for any payment to Holders pursuant to this
Section 5.06. At least ten (10) days before such record date, the Trustee shall
mail to each Holder and the Company a notice that states the record date, the
payment date and the amount to be paid. 


 


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


 


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


 


(2) the Holders of at least twenty-five
percent in principal amount of the Outstanding Securities of that series shall
have made written request to the Trustee to institute proceedings in respect of
such Event of Default in its own name as Trustee hereunder;


 


(3) such Holder or Holders shall have offered
to the Trustee reasonable indemnity 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 principal amount of the Outstanding Securities of that
series;


 


it being
understood and intended that no one or more of Holders of Securities of any
series 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 of such Holders, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all Holders of Securities of the affected series. 


 


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


 


Section 5.09           Restoration
of Rights and Remedies. If the Trustee or any Holder has
instituted any proceeding to enforce any right or remedy under this Indenture
and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the Trustee or to such Holder, then and in every
such case, subject to any determination in such proceeding, the Company, the
Trustee and the Holders shall be restored severally and respectively to their
former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding has 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
Securities in the last paragraph of Section 3.06, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.


 


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


 


Section 5.12           Control
by Holders. The Holders of a majority in principal amount of the
Outstanding Securities of any series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Securities of such series, provided that:


 


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


 


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


 


(3) subject to Section 6.01, the Trustee need
not take any action which might involve the Trustee in personal liability or be
unduly prejudicial to the Holders not joining therein.


 


Section 5.13           Waiver
of Past Defaults. The Holders of not less than a majority in
principal amount of the Outstanding Securities of any series may by written
notice to the Trustee on behalf of the Holders of all the Securities of such
series waive any Default or Event of Default with respect to such series and
its consequences, except a Default or Event of Default:


 


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


 


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


 


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


 


Section 5.14           Undertaking
for Costs. All parties to this Indenture agree, and each Holder
of any Security by his acceptance thereof shall be deemed to have agreed, that
any court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for
any action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section shall not apply to any suit
instituted by the Company, to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than ten percent in principal amount of the Outstanding Securities of any
series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of or premium, if any, or interest on any Security on
or after the Stated Maturity or Maturities expressed in such Security (or, in
the case of redemption, on or after the Redemption Date).


 


ARTICLE 6



THE TRUSTEE


 


Section 6.01           Certain Duties and Responsibilities
of the Trustee.


 


(a) Except
during the continuance of an Event of Default, the Trustee’s duties and
responsibilities under this Indenture shall be governed by Section 315(a) of
the Trust Indenture Act.


 


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


 


(c) None of the
provisions of Section 315(d) of the Trust Indenture Act shall be excluded from
this Indenture.


 


(d) Every
provision of this Indenture which pertains to the Trustee shall be subject to
this Section 6.01.


 


Section 6.02           Notice
of Defaults. Within 90 days after the occurrence of any Default
or Event of Default with respect to the Securities of any series, the Trustee
shall give to all Holders of Securities of such series, as their names and
addresses appear in the Security Register, notice of such Default or Event of
Default known to the Trustee, unless such Default or Event of Default shall
have been cured or waived; provided, however, that, except in the case of a
Default or Event of Default in the payment of the principal of or premium, if
any, or interest on any Security of such series, the Trustee shall be protected
in withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interest of the Holders of Securities of such series.


 


22

















 


Section 6.03           Certain
Rights of Trustee. Subject to the provisions of the Trust
Indenture Act:


 


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


 


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


 


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


 


(d) the Trustee
may consult with counsel and the written 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
satisfactory security or indemnity against the costs, expenses and liabilities
which might be incurred by it in compliance with such request or direction;


 


(f) prior to
the occurrence of an Event of Default with respect to the Securities of any
series and after the curing or waiving of all such Events of Default which may
have occurred, 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,
approval or other paper or document, or the books and records of the Company,
unless requested in writing to do so by the Holders of a majority in principal
amount of the Outstanding Securities of any series; provided, however, that if
the payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is
not, in the opinion of the Trustee, reasonably assured to the Trustee by the
security afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such costs, expenses or liabilities as a condition
to so proceeding; the reasonable expense of every such investigation shall be
paid by the Company or, if paid by the Trustee, shall be repaid by the Company
upon demand;


 


(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; and


 


(h) the Trustee
shall not be required 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 its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.


 


Section 6.04           Not
Responsible for Recitals or Issuance of Securities. The recitals
herein and in the Securities, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Company, and neither
the Trustee nor any Authenticating Agent assumes any responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder, and that the
statements made by it or to be made by it in a Statement of Eligibility and
Qualification on Form T-1 supplied to the Company are true and accurate.
Neither the Trustee nor any Authenticating Agent shall be accountable for the
use or application by the Company of Securities or the proceeds thereof.


 


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


 


Section 6.06           Money
Held in Trust. Money held by the Trustee in trust hereunder
(including amounts held by the Trustee as Paying Agent) 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 upon in writing with the Company.


 


Section 6.07           Compensation and Reimbursement. The
Company agrees:


 


(1) to pay to the Trustee from time to time
reasonable compensation as negotiated between the Company and the Trustee 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 reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture (including the reasonable


 


23

















 


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 bad faith;
and


 


(3) to indemnify the Trustee for, and to hold
it harmless against, any loss, liability, damage, claim or expense, including
taxes (other than taxes based upon or determined or measured by the income of
the Trustee), incurred without negligence or bad faith on its part, arising out
of or in connection with the acceptance or administration of the trust or
trusts hereunder, including the costs and expenses of defending itself against
any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder.


 


When the
Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 5.01(6) or Section 5.01(7), 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 Bankruptcy Law. 


 


The provisions
of this Section 6.07 shall survive this Indenture and the resignation or
removal of the Trustee. 


 


Section 6.08           Disqualification;
Conflicting Interests. The Trustee shall be disqualified only
where such disqualification is required by Section 310(b) of the Trust
Indenture Act. Nothing shall prevent the Trustee from filing with the
Commission the application referred to in the second to last paragraph of
Section 310(b) of the Trust Indenture Act.


 


Section 6.09           Corporate
Trustee Required; Eligibility. There shall at all times be a
Trustee hereunder which shall be eligible to act as Trustee under Section
310(a)(1) of the Trust Indenture Act having a combined capital and surplus
(together with its parent) of at least $100,000,000 and subject to supervision
or examination by federal or State authority. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report
of condition so published. Neither the Company nor any Person directly or
indirectly controlling, controlled by, or under common control with the Company
may serve as Trustee. 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 Securities of one or more series by
giving written notice thereof to the Company. If the instrument of acceptance
by a successor Trustee required by Section 6.11 shall not have been delivered
to the Trustee within 30 days after the giving of such notice of resignation,
the resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.


 


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


 


(d) If at any
time:


 


(i) the Trustee
shall fail to comply with Section 310(b) of the Trust Indenture Act after
written request therefor by the Company or by any Holder who has been a bona
fide Holder of a Security for at least six months; or


 


(ii) the
Trustee shall cease to be eligible under Section 6.09 and shall fail to resign
after written request therefor by the Company or by any such Holder of a
Security who has been a bona fide Holder of a Security for at least six months;
or


 


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


 


then, in any such case, (i) the Company by a Board Resolution may remove
the Trustee with respect to all Securities, or (ii) subject to Section 315(e)
of the Trust Indenture Act, any Holder who has been a bona fide Holder of a
Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee with respect to all Securities and the appointment of a
successor Trustee or Trustees. 


 


(e) If the
Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee
may be appointed with respect to the Securities of one or more or all of such
series and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable
requirements of Section 6.11. If, within one year after such resignation, removal
or incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed


 


24

















 


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 Securities of
such series and to that extent supersede the successor Trustee appointed by the
Company with respect to such Securities. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 6.11,
any Holder who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.


 


(f) The Company
shall give notice of each resignation and each removal of the Trustee with
respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series by mailing written notice
of such event by first-class mail, postage prepaid, to all Holders of
Securities of such series as their names and addresses appear in the Security
Register. Each notice shall include the name of the successor Trustee with
respect to the Securities of such series and the address of its Corporate Trust
Office.


 


Section 6.11           Acceptance of Appointment by
Successor.


 


(a) In case of
the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.


 


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


 


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


 


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


 


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 Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
(by merger, conversion, consolidation or otherwise as permitted hereunder) to
such authenticating Trustee may adopt such authentication and deliver the
Securities so authenticated with the same effect as if such successor Trustee
had itself authenticated such Securities.


 


Section 6.13           Preferential
Collection of Claims Against Company. The Trustee shall comply
with Section 311(a) of the Trust Indenture Act, excluding any creditor
relationship listed in Section 311(b) of the Trust Indenture Act. A Trustee who
has resigned or been removed shall be subject to Section 311(a) of the Trust
Indenture Act to the extent indicated therein.


 


Section 6.14           Appointment
of Authenticating Agent. At any time when any of the Securities
remain Outstanding the Trustee may appoint an Authenticating Agent or Agents
with respect to one or more series of Securities which shall be authorized to
act on behalf of, and subject to the direction of, the Trustee to authenticate
Securities of such series issued upon exchange, registration of transfer or
partial redemption thereof or pursuant to Section 3.06, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee’s certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each


 


25

















 


Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State
thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus (together with its
parent) of not less than $100,000,000 and subject to supervision or examination
by federal or State authority. If such Authenticating Agent publishes reports
of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.


 


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


 


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


 


The Company
agrees to pay to each Authenticating Agent from time to time reasonable
compensation as negotiated between the Company and such Authenticating Agent
for its services under this Section. 


 


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


 


Form of Authenticating Agent’s


Certificate of Authentication


 


	
  Dated:

  	
   

  	
   

  



 


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


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  As Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  As Authenticating
  Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


Section 6.15           Compliance
with Tax Laws. The Trustee hereby agrees to comply with all U.S.
Federal income tax information reporting and withholding requirements
applicable to it with respect to payments of premium (if any) and interest on
the Securities of any series, whether acting as Trustee, Security Registrar,
Paying Agent or otherwise with respect to the Securities of any series.


 


26

















 


ARTICLE 7



HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section 7.01           Company to Furnish Trustee Names and
Addresses of Holders. The Company will furnish or cause to be furnished to the
Trustee:


 


(a) semi-annually,
not later than 15 days after the Regular Record Date for each series of
Securities, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders of Securities as of such Regular Record Date
(unless the Trustee has such information), or if there is no Regular Record
Date for interest for such series of Securities, semi-annually, upon such dates
as are set forth in the Board Resolution or indenture supplemental hereto
authorizing such series, and


 


(b) at such
other times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list of similar form and content
as of a date not more than 15 days prior to the time such list is furnished;
provided, however, that so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished.


 


Section 7.02           Preservation of Information;
Communications to Holders.


 


(a) The Trustee
shall preserve, in as current a form as is reasonably practicable, the names
and addresses of Holders contained in the most recent list furnished to the
Trustee as provided in Section 7.01 and the names and addresses of Holders
received by the Trustee in its capacity as Security Registrar. The Trustee may
destroy any list furnished to it as provided in Section 7.01 upon receipt of a
new list so furnished.


 


(b) If three or
more Holders (herein referred to as “APPLICANTS”) apply in writing to the
Trustee, and furnish to the Trustee reasonable proof that each such applicant
has owned a Security for a period of at least six months preceding the date of
such application, and such application states that the applicants desire to
communicate with other Holders with respect to their rights under this
Indenture or under the Securities and is accompanied by a copy of the form of
proxy or other communication which such applicants propose to transmit, then
the Trustee shall, within five Business Days after the receipt of such
application, at its election, either:


 


(i) afford such
applicants access to the information preserved at the time by the Trustee in
accordance with Section 7.02(a); or


 


(ii) inform
such applicants as to the approximate number of Holders whose names and
addresses appear in the information preserved at the time by the Trustee in
accordance with Section 7.02(a), and as to the approximate cost of mailing to
such Holders the form of proxy or other communication, if any, specified in
such application.


 


If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appears in the information preserved
at the time by the Trustee in accordance with Section 7.02(a) a copy of the
form of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment, of the reasonable expenses
of mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion
of the Trustee, such mailing would be contrary to the best interests of the
Holders or would be in violation of applicable law. Such written statement
shall specify the basis of such opinion. If the Commission, after opportunity
for a hearing upon the objections specified in the written statement so filed,
shall enter an order refusing to sustain any of such objections or if, after
the entry of an order sustaining one or more of such objections, the Commission
shall find, after notice and opportunity for hearing, that all objections so
sustained have been met and shall enter an order so declaring, the Trustee
shall mail copies of such material to all such Holders with reasonable
promptness after the entry of such order and the renewal of such tender;
otherwise the Trustee shall be relieved of any obligation or duty to such
applicants respecting their application. 


 


(c) Every
Holder of Securities, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any agent
of either of them shall be held accountable by reason of the disclosure of any
such information as to the names and addresses of the Holders in accordance
with Section 7.02(b), regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of
mailing any material pursuant to a request made under Section 7.02(b).


 


Section 7.03           Reports by Trustee.


 


(a) Within 60
days after             
of each year commencing with the year 200  , the Trustee shall
transmit by mail to all Holders of Securities as provided in Section 313(c) of
the Trust Indenture Act, a brief report dated as of             ,
if required by and in compliance with Section 313(a) of the Trust Indenture
Act. The Trustee shall also comply with Section 313(b) of the Trust Indenture
Act.


 


(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 or inter-dealer quotation system upon
which any Securities are listed, with the Commission and with the Company. The
Company will notify the Trustee when any Securities are listed on any stock
exchange or any inter-dealer quotation system.


 


27

















 


Section 7.04           Reports by Company. The Company
shall:


 


(1) file with the Trustee, within 15 days
after the Company is required to file the same with the Commission, copies of
the annual reports and of the information, documents and other reports (or
copies of such portions of any of the foregoing as the Commission may from time
to time by rules and regulations prescribe) which the Company may be required
to file with the Commission pursuant to Section 13 or Section 15(d) of the
Exchange Act; or, if the Company is not required to file information, documents
or reports pursuant to either of said Sections, then it shall file with the
Trustee and the Commission, in accordance with rules and regulations prescribed
from time to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to Section 13
of the Exchange Act in respect of a security listed and registered on a
national securities exchange as may be prescribed from time to time in such
rules and regulations;


 


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


 


(3) transmit or cause to be transmitted by
mail to all Holders, as their names and addresses appear in the Security
Register, (a) as promptly as reasonably practicable following the furnishing of
the same to its stockholders, the Company’s annual report to stockholders,
containing certified financial statements, and any other financial reports
which the Company generally furnishes to its stockholders, and (b) within 30
days after the filing thereof with the Trustee, such summaries of any other
information, documents and reports required to be filed by the Company pursuant
to paragraphs (1) and (2) of this Section as may be required by rules and
regulations prescribed from time to time by the Commission; and


 


(4) furnish to the Trustee, on                       
of each year, a brief certificate from the principal executive officer, principal
financial officer or principal accounting officer as to his or her knowledge of
the Company’s compliance with all conditions and covenants under this
Indenture. For purposes of this paragraph, such compliance shall be determined
without regard to any period of grace or requirement of notice provided under
this Indenture. Such certificate need not comply with Section 1.02.


 


ARTICLE 8



CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER


 


Section 8.01           When
Company May Merge, Etc. Except as may be otherwise provided as
contemplated by Section 3.01 relating to Securities of a series, the Company
shall not consolidate with, or merge with or into, any other Person (whether or
not the Company shall be the surviving corporation or entity), or convey,
transfer or lease all or substantially all of its properties and assets as an
entirety or substantially as an entirety to any Person or group of affiliated
Persons, in one transaction or a series of related transactions, unless:


 


(1) either the Company shall be the continuing
Person or the Person (if other than the Company) formed by such consolidation
or with which or into which the Company is merged or the Person (or group of
affiliated Persons) to which all or substantially all the properties and assets
of the Company as an entirety or substantially as an entirety are conveyed,
transferred or leased shall be a corporation or other entity (group of
affiliated corporations or entities) organized and existing under the laws of
the United States of America or any State thereof or the District of Columbia
and shall expressly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form reasonably satisfactory to the Trustee, all
the obligations of the Company under the Securities and this Indenture; and


 


(2) immediately after giving effect to such
transaction or series of related transactions, no Event of Default, and no
Default, shall have occurred and be continuing.


 


Notwithstanding
the foregoing, the Company may (a) consolidate with, or merge with or into, an
Affiliate incorporated for the purpose incorporating the Company in another
jurisdiction and/or (b) convey, transfer or lease all or substantially all of
its properties and assets as an entirety or substantially as an entirety to any
Subsidiary or Subsidiaries, in one transaction or a series of related
transactions. 


 


Section 8.02           Opinion
of Counsel. The Company shall deliver to the Trustee prior to the
proposed transaction(s) covered by Section 8.01 an Officers’ Certificate and an
Opinion of Counsel stating that the transaction(s) and such supplemental
indenture comply with this Indenture and that all conditions precedent to the
consummation of the transaction(s) under this Indenture have been met.


 


Section 8.03           Successor
Corporation Substituted. Upon any consolidation by the Company
with or merger by the Company into any other corporation or other entity or any
conveyance, transfer or lease all or substantially all of the property and
assets of the Company in accordance with Section 8.01, the successor
corporation or other entity formed by such consolidation or into which the
Company is merged or the successor corporation or entity or affiliated group of
corporations or entities to which such lease, sale, assignment or transfer is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor corporation or corporations or entity or entities had been named as
the Company herein, and thereafter, except in the case of a lease, the
predecessor corporation or corporations or entity or entities shall be relieved
of all obligations and covenants under this Indenture and the Securities and in
the event of such conveyance or transfer, except in the case of a lease, any
such predecessor corporation may be dissolved and liquidated.


 


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ARTICLE 9



SUPPLEMENTAL INDENTURES


 


Section 9.01           Supplemental
Indentures Without Consent of Holders. Without notice to or the
consent of any Holders, the Company, when authorized by a Board Resolution, and
the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form reasonably satisfactory to the Trustee,
for any of the following purposes:


 


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


 


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


 


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


 


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


 


(5) to change or eliminate any of the
provisions of this Indenture, provided that any such change or elimination
shall become effective only when there is no Security Outstanding of any series
created prior to the execution of such supplemental indenture which is entitled
to the benefit of such provision; or


 


(6) to secure the Securities; or


 


(7) to establish the form or terms of
Securities of any series as permitted by Sections 2.01 and 3.01; or


 


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


 


(9) to cure any ambiguity, defect or inconsistency
or to correct or supplement any provision herein which may be inconsistent with
any other provision herein; or


 


(10) to make any change that does not
materially adversely affect the interests of the Holders of Securities of any
series then Outstanding; or


 


(11) to add Guarantees or Guarantors with
respect to all or any series of the Securities; or


 


(12) to provide for uncertificated Securities
in addition to or in place of certificated Securities (provided that the
uncertificated Securities are issued in registered form for purposes of Section
163(f) of the Internal Revenue Code or in a manner such that the uncertificated
Securities are described in Section 163(f)(2)(B) of such Code).


 


Upon request of the Company, accompanied by a Board Resolution
authorizing the execution of any such supplemental indenture, and upon receipt
by the Trustee of the documents described in (and subject to the last sentence
of) Section 9.03, the Trustee shall join with the Company in the execution of
any supplemental indenture authorized or permitted by the terms of this
Indenture. 


 


Section 9.02           Supplemental
Indentures with Consent of Holders. With the written consent of
the Holders of a majority in aggregate principal amount of the Outstanding
Securities of each series affected by such supplemental indenture (with the
Securities of each series voting as a class), by Act of said Holders delivered
to the Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee shall, subject to Section 9.03, enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of Securities
of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,


 


(1) change the Stated Maturity of the
principal of, or premium, if any, or any installment of principal of or
premium, if any, or interest on, any Security, or reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon the
optional redemption or Stated Maturity thereof, or change the manner in which
the amount of any principal thereof or premium, if any, or interest thereon is
determined, or reduce the amount of the principal 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, or change any
Place of Payment where, or the coin or currency or currency unit in which, any
Security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption
Date);


 


29

















 


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


 


(3) modify any of the provisions of this
Section, Section 5.13 or Section 10.06, 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
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
10.06, or the deletion of this proviso, in accordance with the requirements of
Sections 6.11(b) and 9.01(8).


 


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


 


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


 


Section 9.03           Execution
of Supplemental Indentures. The Trustee shall sign any
supplemental indenture authorized pursuant to this Article, subject to the last
sentence of this Section 9.03. 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 Officers’ Certificate and 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 Securities theretofore or
thereafter authenticated and delivered hereunder 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 as then in effect.


 


Section 9.06           Reference
in Securities to Supplemental Indentures. Securities of any
series authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for
in such supplemental indenture. If the Company shall so determine, new
Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.


 


ARTICLE 10



COVENANTS


 


Section 10.01         Payments
of Securities. With respect to each series of Securities, the
Company will duly and punctually pay the principal of (and premium, if any) and
interest on such Securities in accordance with their terms and this Indenture,
and will duly comply with all the other terms, agreements and conditions
contained in, or made in the Indenture for the benefit of, the Securities of
such series.


 


Section 10.02         Maintenance
of Office or Agency. The Company will maintain an office or
agency in each Place of Payment where Securities may be surrendered for
registration of transfer or exchange or for presentation for payment, where
notices and demands to or upon the Company in respect of the Securities and
this Indenture may be served. The Company will give prompt written notice to
the Trustee of the location, and any change in location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at
the address of the Trustee as set forth in Section 1.05 hereof.


 


The Company may
also from time to time designate one or more other offices or agencies where
the Securities may be presented or surrendered for any or all such purposes and
may from time to time rescind such designations. The Company will give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency. 


 


Section 10.03         Compliance Certificates.


 


(a) The Company
shall deliver to the Trustee within 90 days after the end of each fiscal year
of the Company (which fiscal year currently ends on the last Friday in the
month of December of each calendar year), an Officers’ Certificate stating
whether or not the signer knows of any Default or Event of Default by the
Company that occurred prior to the end of the fiscal year and is then
continuing. If the signer does know of such a Default or Event of Default, the
certificate shall describe each such Default or Event of Default and its status
and the specific section or sections of this Indenture in connection with which
such Default or Event of Default has occurred. The Company shall also promptly
notify the


 


30

















 


Trustee in writing should the
Company’s fiscal year be changed so that the end thereof is on any date other
than the date on which the Company’s fiscal year currently ends. The
certificate need not comply with Section 1.02 hereof, but shall comply with
Section 314(a)(4) of the Trust Indenture Act.


 


(b) The Company
shall deliver to the Trustee, within 10 days after the occurrence thereof,
notice of any acceleration which with the giving of notice and the lapse of
time would be an Event of Default within the meaning of Section 5.01(5) hereof.


 


(c) The Company
shall deliver to the Trustee forthwith upon becoming aware of a Default or
Event of Default (but in no event later than 10 days after the occurrence of
each Default or Event of Default that is continuing), an Officers’ Certificate
setting forth the details of such Default or Event of Default and the action
that the Company proposes to take with respect thereto and the specific section
or sections of this Indenture in connection with which such Default or Event of
Default has occurred.


 


Section 10.04         Waiver
of Stay, Extension or Usury Laws. The Company 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, and will actively resist any and all
efforts to be compelled to take the benefit or advantage of, any stay or
extension law or any usury law or other law, which would prohibit or forgive
the Company from paying all or any portion of the principal of and/or interest
on the Securities as contemplated herein, wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performance of
this Indenture; and (to the extent that it may lawfully do so) the Company
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.


 


Section 10.05         Money
for Securities Payments to Be Held in Trust. If the Company shall
at any time act as its own Paying Agent with respect to any series of
Securities, it will, on or before each due date of the principal of (and
premium, if any) or interest on any of the Securities of that series, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal (and premium, if any) or interest so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided and will promptly notify the Trustee of its action or failure
so to act.


 


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


 


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


 


(1) hold all sums held by it for the payment
of the principal of (and premium, if any) or interest on Securities of that
series in trust for the benefit of the Persons entitled thereto until such sums
shall be paid to such Persons or otherwise disposed of as herein provided;


 


(2) give the Trustee notice of any default by
the Company (or any other obligor upon the Securities of that series) in the
making of any payment of principal (and premium, if any) or interest on the
Securities of that series; and


 


(3) at any time during the continuance of any
such default, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such Paying Agent.


 


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


 


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


 


Section 10.06         Waiver
of Certain Covenants. The Company may omit in any particular
instance to comply with any term, provision or condition set forth in Article
8, Article 10 (other than Sections      or     )
or any covenant specified as contemplated under Section 3.01 with respect to
the Securities of any series if before the time for such compliance the Holders
of not less than a majority in principal amount of the Outstanding Securities
of such series shall, by Act of such Holders, either waive such compliance in
such instance or generally waive compliance with such term, provision or
condition, but no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and,


 


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until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.


 


ARTICLE 11



REDEMPTION OF SECURITIES


 


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


 


Section 11.02         Election
to Redeem; Notice to Trustee. The election of the Company to
redeem any Securities shall be evidenced by a Board Resolution. In case of any
redemption at the election of the Company of less than all the Securities of
any series, the Company shall, at least 30 and not more than 60 days prior to
the Redemption Date fixed by the Company (unless a shorter notice shall be
reasonably satisfactory to the Trustee), notify the Trustee of such Redemption
Date and of the principal amount of Securities of such series to be redeemed.
In the case of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers’ Certificate evidencing compliance with such restriction.


 


Section 11.03         Selection
by Trustee of Securities to Be Redeemed. If less than all the
Securities of any series are to be redeemed, the particular Securities to be
redeemed shall be selected prior to the giving of the applicable notice of
redemption to Holders by the Trustee, from the Outstanding Securities of such
series not previously called for redemption, substantially pro rata, by lot or
by any other method as the Trustee considers fair and appropriate and that
complies with the requirements of the principal national securities exchange,
if any, on which such Securities are listed, and which may provide for the
selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series; provided
that in case the Securities of such series have different terms and maturities,
the Securities to be redeemed shall be selected by the Company and the Company
shall give notice thereof to the Trustee.


 


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


 


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


 


Section 11.04         Notice
of Redemption. Notice of redemption shall be given by first-class
mail, postage prepaid, mailed not less than 30 nor more than 45 days prior to
the Redemption Date, to each Holder of Securities to be redeemed, at his
address appearing in the Security Register.


 


All notices of
redemption shall state: 


 


(1) the Redemption Date;


 


(2) the Redemption Price;


 


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


 


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


 


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


 


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


 


(7) the CUSIP number, if any, of the
Securities to be redeemed.


 


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


 


Section 11.05         Deposit
of Redemption Price. On or prior to any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.05) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on that date.


 


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Unless any
Security by its terms prohibits any sinking fund payment obligation from being
satisfied by delivering and crediting Securities (including Securities redeemed
otherwise than through a sinking fund), the Company may deliver such Securities
to the Trustee for crediting against such payment obligation in accordance with
the terms of such Securities and this Indenture. 


 


Section 11.06         Securities
Payable on Redemption Date. Notice of redemption having been
given as aforesaid, the Securities so to be redeemed shall, on the Redemption
Date, become due and payable at the Redemption Price therein specified, and
from and after such date (unless the Company shall default in the payment of
the Redemption Price and accrued interest) such Securities shall cease to bear
interest. Upon surrender of any such Security for redemption in accordance with
said notice, such Security shall be paid by the Company at the Redemption
Price, together with accrued interest to the Redemption Date; provided,
however, that installments of interest whose Stated Maturity is on or prior to
the Redemption Date shall be payable to the Holders of such Securities, or one
or more Predecessor Securities, registered as such at the close of business on
the relevant Regular or Special Record Dates according to their terms and the
provisions of Section 3.07.


 


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


 


Section 11.07         Securities
Redeemed in Part. Any Security which is to be redeemed only in
part shall be surrendered at an office or agency of the Company at a Place of
Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and Stated Maturity, of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.


 


ARTICLE 12




SINKING FUNDS


 


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


 


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


 


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


 


Section 12.03         Redemption
of Securities for Sinking Fund. Not less than 45 days (or such
shorter period reasonably acceptable to the Trustee) prior to each sinking fund
payment date for any series of Securities, the Company will deliver to the
Trustee an Officers’ Certificate specifying the amount of the next ensuing
sinking fund payment for that series pursuant to the terms of that series, the
portion thereof, if any, which is to be satisfied by payment of cash and the
portion thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 12.02 and will also deliver to
the Trustee any Securities to be so delivered (which have not been previously
delivered). Not less than 30 days before each such sinking fund payment date
the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 11.03 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 11.04. Such notice having been duly given,
the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 11.06 and 11.07.


 


ARTICLE 13



DEFEASANCE AND COVENANT DEFEASANCE


 


Section 13.01         Applicability
of Article; Company’s Option to Effect Defeasance or Covenant Defeasance.
Unless as otherwise specified as contemplated by Section 3.01 for Securities of
such series, provision is made for the inapplicability of, in whole or in part,
or any modification to, either or both of (a) defeasance of the Securities of a
series under Section 13.02 or (b) covenant defeasance of the Securities of a
series under Section 13.03, then the provisions of such Section or Sections, as
the case may be, together with the other provisions of this Article, shall be
applicable to the Securities of such series and the Company may at its option
by Board Resolution, at any time, with respect to the Securities of such series
elect to have either Section 13.02 (unless inapplicable) or Section 13.03
(unless inapplicable) be applied to the Outstanding Securities of such series
upon compliance with the applicable conditions set forth below in this Article.


 


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Section 13.02         Defeasance
and Discharge. Upon the Company’s exercise of the option provided
in Section 13.01 to defease the Outstanding Securities of a particular series,
the Company shall be discharged from its obligations with respect to the
Outstanding Securities of such series on the date the applicable conditions set
forth in Section 13.04 are satisfied (hereinafter, “DEFEASANCE”). Defeasance
shall mean that the Company shall be deemed to have paid and discharged the
entire indebtedness represented by the Outstanding Securities of such series
and to have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the same);
provided, however, that the following rights, obligations, powers, trusts,
duties and immunities shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of Outstanding Securities of such series
to receive, solely from the trust fund provided for in Section 13.04, payments
in respect of the principal of (and premium, if any) and interest on such
Securities when such payments are due, (B) the Company’s obligations with
respect to such Securities under Sections 3.04, 3.05, 3.06, 10.02 and 10.05,
(C) the rights, powers, trusts, duties and immunities of the Trustee hereunder
and (D) this Article. Subject to compliance with this Article, the Company may
exercise its option with respect to defeasance under this Section 13.02 notwithstanding
the prior exercise of its option with respect to covenant defeasance under
Section 13.03 in regard to the Securities of such series.


 


Section 13.03         Covenant
Defeasance. Upon the Company’s exercise of the option provided in
Section 13.01 to obtain a covenant defeasance with respect to the Outstanding
Securities of a particular series, the Company shall be released from its
obligations under this Indenture and any applicable supplemental indenture
(except its obligations under Sections 3.04, 3.05, 3.06, 5.06, 5.09, 6.10,
10.01, 10.02, 10.03, 10.04 and 10.05) with respect to the Outstanding
Securities of such series on and after the date the applicable conditions set
forth in Section 13.04 are satisfied (hereinafter, “COVENANT DEFEASANCE”). Covenant
defeasance shall mean that, with respect to the Outstanding Securities of such
series, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in this Indenture and
any applicable supplemental indenture (except its obligations under Sections
3.04, 3.05, 3.06, 5.06, 5.09, 6.10, 10.01, 10.02, 10.03, 10.04 and 10.05),
whether directly or indirectly by reason of any reference elsewhere herein or
by reason of any reference to any other provision herein or in any other
document, and such omission to comply shall not constitute an Event of Default
under Section 5.01(4) or any such supplemental indenture with respect to
Outstanding Securities of such series, and the remainder of this Indenture and
of the Securities of such series shall be unaffected thereby.


 


Section 13.04         Conditions
to Defeasance or Covenant Defeasance. The following shall be the
conditions to defeasance under Section 13.02 and covenant defeasance under
Section 13.03 with respect to the Outstanding Securities of a particular
series:


 


(1) The Company shall irrevocably have
deposited or caused to be deposited with the Trustee (or another trustee
satisfying the requirements of Section 6.09 who shall agree to comply with the
provisions of this Article applicable to it), under the terms of an irrevocable
trust agreement in form and substance reasonably satisfactory to such Trustee,
as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such Securities, (A) money in an amount, or (B) U.S. Government
Obligations which through the scheduled payment of principal and interest in
respect thereof in accordance with their terms will provide, not later than the
due date of any payment, money in an amount, or (C) a combination thereof, in
each case sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof delivered
to the Trustee, to pay and discharge, and which shall be applied by the Trustee
(or other qualifying trustee) to pay and discharge, (i) the principal of (and
premium, if any, on) and each installment of principal of (and premium, if any)
and interest on the Outstanding Securities of such series on the Stated
Maturity of such principal or installment of principal or interest and (ii) any
mandatory sinking fund payments or analogous payments applicable to the
Outstanding Securities of such series on the day on which such payments are due
and payable in accordance with the terms of this Indenture and of such
Securities.


 


(2) No Default or Event of Default with
respect to the Securities of such series shall have occurred and be continuing
on the date of such deposit or shall occur as a result of such deposit.


 


(3) Such deposit, defeasance or covenant
defeasance shall not result in a breach or violation of, or constitute a
default under, any other material debt agreement or instrument to which the
Company is a party or by which it is bound.


 


(4) In the case of an election with respect
to Section 13.02, the Company shall have delivered to the Trustee either (a) a
ruling directed to the Trustee received from the Internal Revenue Service to
the effect that the Holders of the Outstanding Securities of such series will
not recognize income, gain or loss for federal income tax purposes as a result
of such defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if such defeasance had not occurred or (B) an Opinion of Counsel, based on such
ruling or on a change in the applicable federal income tax law since the date
of this Indenture, in either case to the effect that, and based thereon such
opinion shall confirm that, the Holders of the Outstanding Securities of such
series will not recognize income, gain or loss for federal income tax purposes
as a result of such defeasance and will be subject to federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such defeasance had not occurred.


 


(5) In the case of an election with respect
to Section 13.03, the Company shall have delivered to the Trustee an Opinion of
Counsel or a ruling directed to the Trustee received from the Internal Revenue
Service to the effect that the Holders of the Outstanding Securities of such
series will not recognize income, gain or loss for federal income tax purposes
as a result of such covenant defeasance and will be subject to federal income
tax on the same amounts, in the same manner and at the same times as would have
been the case if such covenant defeasance had not occurred.


 


(6) Such defeasance or covenant defeasance
shall be effected in compliance with any additional terms, conditions or
limitations which may be imposed on the Company in connection therewith
pursuant to Section 3.01.


 


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(7) The Company shall have delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
all conditions precedent provided for relating to either the defeasance under
Section 13.02 or the covenant defeasance under Section 13.03 (as the case may
be) have been complied with.


 


Section 13.05         Deposited
Money and Government Obligations To Be Held in Trust. Subject to
the provisions of the last paragraph of Section 10.05, all money and Government
Obligations (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 13.05, the “TRUSTEE”)
pursuant to Section 13.04 in respect of the Outstanding Securities of a
particular series shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Securities of all sums due and to become due thereon in respect of
principal (and premium, if any) and interest, but such money need not be
segregated from other funds except to the extent required by law.


 


The Company
shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section 13.04 or the principal and interest received in respect
thereof, other than any such tax, fee or other charge which by law is for the
account of the Holders of the Outstanding Securities of such series. 


 


Anything in
this Article to the contrary notwithstanding, the Trustee shall deliver or pay
to the Company from time to time upon Company Request any money or Government
Obligations held by it as provided in Section 13.04 with respect to Securities
of any series which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited for the purpose for which such money or Government
Obligations were deposited. 


 


Section 13.06         Reinstatement.
If the Trustee or the Paying Agent is unable to apply any money or U.S.
Government Obligations, as the case may be, in accordance with this Article
with respect to any Securities by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the obligations under this Indenture and such Securities from
which the Company has been discharged or released pursuant to Section 13.02 or
13.03 shall be revived and reinstated as though no deposit had occurred
pursuant to this Article with respect to such Securities, until such time as
the Trustee or Paying Agent is permitted to apply all money or U.S. Government
Obligations, as the case may be, held in trust pursuant to Section 13.05 with
respect to such Securities in accordance with this Article; provided, however,
that if the Company makes any payment of principal of or any premium or
interest on any such Security following such reinstatement of its obligations,
the Company shall be subrogated to the rights (if any) of the Holders of such
Securities to receive such payment from the money or U.S. Government
Obligations, as the case may be, so held in trust.


 


ARTICLE 14


 


GUARANTEES


 


Section 14.01         Guarantee.
Any series of Securities may be guaranteed by one or more of the Guarantors.
The terms and the form of any such Guarantee will be established in the manner
contemplated by Section 3.01 for that particular series of Securities.


 


 


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


 


	
   

  	
  INTERLINE BRANDS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  [GUARANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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