EX-4.1






Exhibit 4.1



 






SOLUTIA INC.




TO




[                                        ]




AS TRUSTEE




                    

INDENTURE


DATED AS
OF                                         


PROVIDING FOR ISSUANCE OF SENIOR




DEBT SECURITIES IN SERIES




 





 









 





SOLUTIA INC.

RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND

INDENTURE, DATED AS OF                      __,                     



	 	 	 	 	 	 	 
	Trust indenture	 	 	 	Indenture
	Act Section	 	 	 	Section
	Section 310
	 	(a)(1)	 	 	 	609
	 
	 	(a)(2)	 	 	 	609
	 
	 	(a)(3)	 	 	 	Not Applicable
	 
	 	(a)(4)	 	 	 	Not Applicable
	 
	 	(b)	 	 	 	608
	 
	 	 	 	 	 	610
	Section 311
	 	(a)	 	 	 	613
	 
	 	(b)	 	 	 	613
	Section 312
	 	(a)	 	 	 	701
	 
	 	 	 	 	 	702
	 
	 	(b)	 	 	 	702
	 
	 	(c)	 	 	 	702
	Section 313
	 	(a)	 	 	 	703
	 
	 	(b)	 	 	 	703
	 
	 	(c)	 	 	 	703
	 
	 	(d)	 	 	 	703
	Section 314
	 	(a)	 	 	 	704
	 
	 	(a)(4)	 	 	 	1006
	 
	 	(b)	 	 	 	Not Applicable
	 
	 	(c)(1)	 	 	 	102
	 
	 	(c)(2)	 	 	 	102
	 
	 	(c)(3)	 	 	 	Not Applicable
	 
	 	(d)	 	 	 	Not Applicable
	 
	 	(e)	 	 	 	102
	Section 315
	 	(a)	 	 	 	601, 603
	 
	 	(b)	 	 	 	602
	 
	 	 	 	 	 	703
	 
	 	(c)	 	 	 	601
	 
	 	(d)	 	 	 	601
	 
	 	(d)(1)	 	 	 	601, 603
	 
	 	(d)(2)	 	 	 	601
	 
	 	(d)(3)	 	 	 	601
	 
	 	(e)	 	 	 	514
	Section 316
	 	(a)(1)(A)	 	 	 	512
	 
	 	(a)(1)(B)	 	 	 	513
	 
	 	(a)(2)	 	 	 	Not Applicable
	 
	 	(b)	 	 	 	507, 508
	 
	 	(c)	 	 	 	512, 513
	Section 317
	 	(a)(1)	 	 	 	503
	 
	 	(a)(2)	 	 	 	504
	 
	 	(b)	 	 	 	1003
	Section 318
	 	(a)	 	 	 	107








 




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





 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	1	 
	SECTION 101. Definitions
	 	 	1	 
	SECTION 102. Compliance Certificates and Opinions
	 	 	7	 
	SECTION 103. Form of Documents Delivered to Trustee
	 	 	8	 
	SECTION 104. Acts of Holders
	 	 	8	 
	SECTION 105. Notices, Etc., to Trustee and Company
	 	 	9	 
	SECTION 106. Notice to Holders; Waiver
	 	 	9	 
	SECTION 107. Conflict with Trust Indenture Act
	 	 	10	 
	SECTION 108. Effect of Headings and Table of Contents
	 	 	10	 
	SECTION 109. Successors and Assigns
	 	 	10	 
	SECTION 110. Separability Clause
	 	 	10	 
	SECTION 111. Benefits of Indenture
	 	 	10	 
	SECTION 112. Governing Law
	 	 	10	 
	SECTION 113. Legal Holidays
	 	 	10	 
	 
	 	 	 	 
	ARTICLE TWO SECURITY FORMS
	 	 	11	 
	SECTION 201. Forms Generally
	 	 	11	 
	SECTION 202. Form of Face of Security
	 	 	11	 
	SECTION 203. Form of Reverse of Security
	 	 	13	 
	SECTION 204. Additional Provisions Required in Book-Entry Security
	 	 	17	 
	SECTION 205. Form of Trustee’s Certificate of Authentication
	 	 	17	 
	 
	 	 	 	 
	ARTICLE THREE THE SECURITIES
	 	 	17	 
	SECTION 301. Amount Unlimited; Issuable in Series
	 	 	17	 
	SECTION 302. Denominations
	 	 	20	 
	SECTION 303. Execution, Authentication, Delivery and Dating
	 	 	20	 
	SECTION 304. Temporary Securities
	 	 	22	 
	SECTION 305. Registration, Registration of Transfer and Exchange
	 	 	23	 
	SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities
	 	 	24	 
	SECTION 307. Payment of Interest; Interest Rights Preserved
	 	 	25	 
	SECTION 308. Persons Deemed Owners
	 	 	26	 
	SECTION 309. Cancellation
	 	 	26	 
	SECTION 310. Computation of Interest
	 	 	27	 
	SECTION 311. CUSIP Numbers
	 	 	27	 
	 
	 	 	 	 
	ARTICLE FOUR SATISFACTION AND DISCHARGE
	 	 	27	 
	SECTION 401. Satisfaction and Discharge of Indenture
	 	 	27	 
	SECTION 402. Application of Trust Money; Indemnification
	 	 	28	 
	SECTION 403. Satisfaction, Discharge and Defeasance of Securities of any Series
	 	 	29	 
	SECTION 404. Reinstatement
	 	 	30	 
	 
	 	 	 	 
	ARTICLE FIVE REMEDIES
	 	 	31	 






(i)









 






	 	 	 	 	 
	 	 	Page
	SECTION 501. Events of Default
	 	 	31	 
	SECTION 502. Acceleration of Maturity; Rescission and Annulment
	 	 	32	 
	SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	33	 
	SECTION 504. Trustee May File Proofs of Claim
	 	 	34	 
	SECTION 505. Trustee May Enforce Claims Without Possession of Securities
	 	 	35	 
	SECTION 506. Application of Money Collected
	 	 	35	 
	SECTION 507. Limitation on Suits
	 	 	35	 
	SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and
Interest
	 	 	36	 
	SECTION 509. Restoration of Rights and Remedies
	 	 	36	 
	SECTION 510. Rights and Remedies Cumulative
	 	 	36	 
	SECTION 511. Delay or Omission Not Waiver
	 	 	37	 
	SECTION 512. Control by Holders
	 	 	37	 
	SECTION 513. Waiver of Past Defaults
	 	 	37	 
	SECTION 514. Undertaking for Costs
	 	 	38	 
	 
	 	 	 	 
	ARTICLE SIX THE TRUSTEE
	 	 	38	 
	SECTION 601. Certain Duties and Responsibilities
	 	 	38	 
	SECTION 602. Notice of Defaults
	 	 	39	 
	SECTION 603. Certain Rights of Trustee
	 	 	39	 
	SECTION 604. Not Responsible for Recitals or Issuance of Securities
	 	 	40	 
	SECTION 605. May Hold Securities and Serve as Trustee Under Other Indentures
	 	 	40	 
	SECTION 606. Money Held in Trust
	 	 	40	 
	SECTION 607. Compensation and Reimbursement
	 	 	40	 
	SECTION 608. Disqualification; Conflicting Interests
	 	 	41	 
	SECTION 609. Corporate Trustee Required; Eligibility
	 	 	41	 
	SECTION 610. Resignation and Removal; Appointment of Successor
	 	 	41	 
	SECTION 611. Acceptance of Appointment by Successor
	 	 	43	 
	SECTION 612. Merger, Conversion, Consolidation or Succession to Business
	 	 	44	 
	SECTION 613. Preferential Collection of Claims Against Company
	 	 	44	 
	SECTION 614. Appointment of Authenticating Agent
	 	 	44	 
	SECTION 615. Investment of Certain Payments Held by the Trustee
	 	 	46	 
	 
	 	 	 	 
	ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	46	 
	SECTION 701. Company to Furnish Trustee Names and Addresses of Holders
	 	 	46	 
	SECTION 702. Preservation of Information; Communications to Holders
	 	 	47	 
	SECTION 703. Reports by Trustee
	 	 	47	 
	SECTION 704. Reports by Company
	 	 	47	 
	 
	 	 	 	 
	ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	 	 	48	 
	SECTION 801. Company May Consolidate, Etc., Only on Certain Terms
	 	 	48	 
	SECTION 802. Securities to be Secured in Certain Events
	 	 	48	 
	SECTION 803. Successor Substituted
	 	 	49	 






(ii)









 






	 	 	 	 	 
	 	 	Page
	ARTICLE NINE SUPPLEMENTAL INDENTURES
	 	 	49	 
	SECTION 901. Supplemental Indentures Without Consent of Holders
	 	 	49	 
	SECTION 902. Supplemental Indentures with Consent of Holders
	 	 	50	 
	SECTION 903. Execution of Supplemental Indentures
	 	 	51	 
	SECTION 904. Effect of Supplemental Indentures
	 	 	51	 
	SECTION 905. Conformity with Trust Indenture Act
	 	 	51	 
	SECTION 906. Reference in Securities to Supplemental Indentures
	 	 	51	 
	 
	 	 	 	 
	ARTICLE TEN COVENANTS
	 	 	52	 
	SECTION 1001. Payment of Principal, Premium and Interest
	 	 	52	 
	SECTION 1002. Maintenance of Office or Agency
	 	 	52	 
	SECTION 1003. Money for Securities Payments to Be Held in Trust
	 	 	52	 
	SECTION 1004. Payment of Taxes and Other Claims
	 	 	53	 
	SECTION 1005. Maintenance of Principal Properties
	 	 	54	 
	SECTION 1006. Statement as to Compliance
	 	 	54	 
	SECTION 1007. Corporate Existence
	 	 	54	 
	SECTION 1008. Defeasance of Certain Obligations
	 	 	54	 
	SECTION 1009. Waiver of Certain Covenants
	 	 	55	 
	 
	 	 	 	 
	ARTICLE ELEVEN REDEMPTION OF SECURITIES
	 	 	56	 
	SECTION 1101. Applicability of Article
	 	 	56	 
	SECTION 1102. Election to Redeem; Notice to Trustee
	 	 	56	 
	SECTION 1103. Selection by Trustee of Securities to Be Redeemed
	 	 	56	 
	SECTION 1104. Notice of Redemption
	 	 	57	 
	SECTION 1105. Deposit of Redemption Price
	 	 	57	 
	SECTION 1106. Securities Payable on Redemption Date
	 	 	57	 
	SECTION 1107. Securities Redeemed in Part
	 	 	58	 
	 
	 	 	 	 
	ARTICLE TWELVE SINKING FUNDS
	 	 	58	 
	SECTION 1201. Applicability of Article
	 	 	58	 
	SECTION 1202. Satisfaction of Sinking Fund Payments with Securities
	 	 	58	 
	SECTION 1203. Redemption of Securities for Sinking Fund
	 	 	59	 
	 
	 	 	 	 
	ARTICLE THIRTEEN IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES
	 	 	59	 
	SECTION 1301. Exemption from Individual Liability
	 	 	59	 






(iii)









 





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



     Missouri 63166-6760, and [Name of Trustee], a corporation organized and operating under the
laws of the State of New York, as Trustee (herein called the “Trustee”).



RECITALS OF THE COMPANY




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



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



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:



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



ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION




     Section 101. Definitions.



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




	(1)	 	the terms defined in this Article have the meanings assigned to them in this Article and
include the plural as well as the singular;
	 
	(2)	 	all other terms used herein which are defined in the Trust Indenture Act, either directly or
by reference therein, have the meanings assigned to them therein;
	 
	(3)	 	all accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles, and except as otherwise expressly
provided herein, the term “generally accepted accounting principles” with respect to any
computation required or permitted hereunder shall mean such accounting principles as are
generally accepted at the date of the computation in the United States of America; and
	 
	(4)	 	the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other subdivision.




 









 











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



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



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



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



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



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



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



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



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



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



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



-2-









 







Company and its consolidated subsidiaries and computed in accordance with generally accepted
accounting principles.



     “Corporate Trust Office” means the office of the Trustee for Securities of any series at which
at any particular time its corporate trust business shall be principally administered, which office
of [Name of Trustee], at the date of the execution of this Indenture is located at [insert
address].



     “Debt” has the meaning specified in Section 1008.



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



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



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



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



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



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



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



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



-3-









 







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



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



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



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



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



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



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



     “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company
including employees of the Company, and who shall be 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 502.



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




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




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



-4-









 






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




     (iv) Securities which have been paid pursuant to Section 306 or in exchange for or in
lieu of which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have been
presented to the Trustee proof satisfactory to it that such Securities are held by a
protected purchaser in whose hands such Securities are valid obligations of the Company;


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




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



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



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



-5-









 





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



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



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



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



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



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



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



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



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



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



     “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



-6-









 







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



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



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



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



     Section 102. Compliance Certificates and Opinions.



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



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




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




     (6) 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;




     (7) 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




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



-7-









 





     Section 103. Form of Documents Delivered to Trustee.



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



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



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



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



     Section 104. Acts of Holders.



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




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




-8-









 







executing the same, may
also be proved in any other manner which the Trustee deems sufficient and in accordance with such
reasonable rules as the Trustee may determine.




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




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




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



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




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




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



     Section 106. Notice to Holders; Waiver.



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



     In case by reason of the suspension of regular mail service or by reason of any other cause it
shall be impracticable to give such notice by mail, then such notification as shall be



-9-









 







made with
the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.



     Section 107. Conflict with Trust Indenture Act.



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



     Section 108. Effect of Headings and Table of Contents.



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



     Section 109. Successors and Assigns.



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



     Section 110. Separability Clause.



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



     Section 111. Benefits 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 112. Governing Law.



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



     Section 113. Legal Holidays.



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



-10-









 





ARTICLE TWO

SECURITY FORMS




     Section 201. Forms Generally.



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



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



     Section 202. Form of Face of Security.



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



SOLUTIA INC.




	 	 	 
	NO.

	 	$ 
	 
	 	 
	 

	 	CUSIP NO.






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



-11-









 







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



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



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



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



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



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



-12-









 





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



Dated:




	 	 	 	 	 	 	 
	 	 	SOLUTIA INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	BY	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






ATTEST:




                                                            

Name:

Title:




     Section 203. Form of Reverse of Security.



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



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




	 	 	 	 	 	 	 
	YEAR	 	REDEMPTION
PRICE	 	YEAR	 	REDEMPTION
PRICE
	 	 	 	 	 	 	 





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




     [If applicable, insert— The Securities of this series are subject to redemption upon not less
than 30 days’ notice by mail, such 30 days to be counted from the date notice is mailed, (1) on
                     in any year commencing
with the year ___ and ending with the year ___ through ___
operation of the sinking fund for this series at the Redemption Prices for redemption through
operation of the sinking fund (expressed as percentages of the principal amount) set forth in the



-13-









 







table below, and (2) at any time [on or after                      ], as a whole or in part, at the election
of the Company, at the Redemption Prices for redemption otherwise than through operation of the
sinking fund (expressed as percentages of the principal amount) set forth in the
table below: If
redeemed during the 12-month period beginning
                     of the years indicated,



	 	 	 	 	 
	YEAR	 	REDEMPTION PRICE
FOR REDEMPTION
THROUGH
OPERATION
OF THE SINKING
FUND	 	REDEMPTION PRICE FOR
REDEMPTION OTHERWISE
THAN THROUGH OPERATION
OF THE SINKING FUND
	 	 	 	 	 





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




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



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



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



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



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



     [If applicable, insert — The Indenture contains provisions for defeasance at any time of [the
entire indebtedness of this Security] [and/or] [certain restrictive covenants and Events of



-14-









 







Default
with respect to this Security] [, in each case,] upon compliance with certain conditions set forth
in the Indenture.]



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



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



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



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



     As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding, judicial or otherwise, with respect to the
Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder,
unless such Holder shall have previously given the Trustee written notice of a continuing Event of
Default with respect to the Securities of this series, the Holders of not less than 25% in
principal amount of the Outstanding Securities of this series shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a
majority in principal amount of Outstanding Securities of this series a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60 days after receipt of



-15-









 







such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted
by the Holder of this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed herein.



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



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



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



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



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



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



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



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




-16-











 





     SECTION 204. Additional Provisions Required in Book-Entry Security.



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




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



     SECTION 205. Form of Trustee’s Certificate of Authentication.



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



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



	 	 	 	 	 	 	 
	 	 	[NAME OF TRUSTEE]	 	 
	 	 	    as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Officer	 	 






ARTICLE THREE

THE SECURITIES




     SECTION 301. Amount Unlimited; Issuable in Series.



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



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




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




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



-17-









 







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




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




     (14) 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;




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




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




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




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




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




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




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



-18-









 






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




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




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




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




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




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




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




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




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



     All Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided in or pursuant to the Board Resolution referred to above
and (subject to Section 303) set forth, or determined in the manner provided, in the Officers’
Certificate referred to above or in any such indenture supplemental hereto. All Securities of any
one series need not be issued at the same time and, unless otherwise provided, a



-19-









 







series may be
reopened, without the consent of the Holders, for issuances of additional Securities of that
series.



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



     SECTION 302. Denominations.



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



     SECTION 303. Execution, Authentication, Delivery and Dating.



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



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



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



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




-20-









 








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




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



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




     Notwithstanding the provisions of Section 301 and of the 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 Officers’ Certificate otherwise required pursuant to Section 301 or the Company Order
and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the
time of authentication of each Security of such series if such documents, with appropriate
modifications to cover such future issuances, are delivered at or prior to the time of
authentication upon original issuance of the first Security of such series to be issued. After the
original issuance of the first Security of such series to be issued, any separate request by the
Company that the Trustee authenticate Securities of such series for original issuance will be
deemed to be a certification by the Company that it is in compliance with all conditions precedent
provided for in this Indenture relating to the authentication and delivery of such Securities.



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



-21-









 





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



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



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



     Each Security shall be dated the date of its authentication.



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



     SECTION 304. Temporary Securities.



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



     If temporary Securities of any series are issued, the Company will cause definitive Securities
of that series to be prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be exchangeable
for definitive Securities of such series upon surrender of the temporary Securities of such
series



-22-









 







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



     SECTION 305. Registration, Registration of Transfer and Exchange.



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



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



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



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



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



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



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



-23-









 







register the transfer of or exchange any Security so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in part.



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



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



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



     SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.



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



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



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



     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



-24-









 







in relation
thereto and any other expenses (including the fees and expenses of the Trustee) connected
therewith.



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



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



     SECTION 307. Payment of Interest; Interest Rights Preserved.



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



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




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



-25-









 







notice of the proposed payment. The Trustee shall promptly notify the Company of such
Special Record Date and, in the name and at the expense of the Company, shall cause notice
of the proposed payment of such Defaulted Interest and the Special Record Date therefor to
be mailed, first-class postage prepaid, to each Holder of Securities of such series at his
address as it appears in the Security Register, not less than 10 days prior to such Special
Record Date. Notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the
Persons in whose names the Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on such Special Record Date and shall
no longer be payable pursuant to the following Clause (2).




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



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



     SECTION 308. Persons Deemed Owners.



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



     SECTION 309. Cancellation.



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



-26-









 







be disposed of in
accordance with its customary procedures unless otherwise directed by a Company Order.



     SECTION 310. Computation of Interest.



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



     SECTION 311. CUSIP Numbers.



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



ARTICLE FOUR

SATISFACTION AND DISCHARGE




     SECTION 401. Satisfaction and Discharge of Indenture.



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



          (1) either





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




     (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



-27-









 






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




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




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




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




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



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



     SECTION 402. Application of Trust Money; Indemnification.



          (a) Subject to the provisions of the last paragraph of Section 1003 and subsection (c) of this
section and Section 615, all money deposited with the Trustee pursuant to Section 401, all money
and U.S. Government Obligations or Foreign Government Securities deposited with the Trustee
pursuant to Section 403 or 1010 and all money received by the Trustee in respect of U.S. Government
Obligations or Foreign Government Securities deposited with the Trustee pursuant to Section 403 or
1010, shall be held in trust and applied by it, in accordance with the provisions of the Securities
and this Indenture, to the payment, either directly or through any Paying Agent (including the
Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled
thereto, of the principal (and premium, if any) and interest for whose payment such money has been
deposited with or received by the Trustee or to make mandatory sinking fund payments or analogous
payments as contemplated by Section 403 or 1010.




          (b) The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against U.S. Government Obligations or Foreign Government Securities
deposited pursuant to Section 403 or 1010, or the interest and principal received in respect of
such obligations, other than any payable by or on behalf of Holders.




-28-









 








          (c) The Trustee shall deliver or pay to the Company from time to time upon Company Request any
U.S. Government Obligations or Foreign Government Securities or money held by it as provided in
Section 403 or 1010 which, in the opinion of a nationally recognized firm of independent certified
public accountants expressed in a written certification thereof delivered to the Trustee, are then
in excess of the amount thereof which then would have been required to be deposited for the purpose
for which such Obligations or Foreign Government Securities or money were deposited or received.
This provision shall not authorize the sale by the Trustee of any U.S. Government Obligations or
Foreign Government Securities held under this Indenture.




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



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



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




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




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



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




          (d) the Company shall have deposited or caused to be deposited irrevocably with the Trustee
as trust funds in trust for the purpose of making the following payments, specifically pledged as
security for and dedicated solely to the benefit of the Holders of such Securities, (i) in the
case of Securities of such series denominated in U.S. dollars, cash in U.S. dollars (or such other
money or currencies as shall then be legal tender in the United States) and/or U.S. Government
Obligations, or (ii) in the case of Securities of such series denominated in a Foreign Currency
(other than a basket currency), money and/or Foreign Government Securities in the same Foreign
Currency, which through the payment of interest and principal in respect thereof, in accordance
with their terms, will provide (and without reinvestment and assuming no tax liability will be
imposed on such Trustee), not later than one day before the



-29-









 






due date of any payment of money, an
amount in cash, sufficient, in the opinion of a nationally recognized firm of independent
certified public accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge each installment of principal (and premium, if any) (including
mandatory sinking fund or analogous payments) of and any interest on all the Securities of such
series on the dates such instalments of interest or principal are due;




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




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




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




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




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




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




     SECTION 404. Reinstatement.



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



-30-









 







rights (if any) of the
Holders of such Securities to receive such payment from the money so held in trust.



ARTICLE FIVE

REMEDIES




     SECTION 501. Events of Default.



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




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




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




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




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




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



-31-









 







liquidation of its affairs, and the continuance of any such decree or order for relief or
any such other decree or order unstayed and in effect for a period of 60 consecutive days;
or




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




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



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



     SECTION 502. Acceleration of Maturity; Rescission and Annulment.



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



-32-









 





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




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




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




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




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




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


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




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



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



     The Company covenants that if



-33-









 






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




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




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


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




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



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



     SECTION 504. Trustee May File Proofs of Claim.



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




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



-34-









 






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



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



     SECTION 505. Trustee May Enforce Claims Without Possession of Securities.



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



     SECTION 506. Application of Money Collected.



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



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



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



     SECTION 507. Limitation on Suits.



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




-35-












 






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




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




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




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




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


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




     SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest.



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



     SECTION 509. Restoration of Rights and Remedies.



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



     SECTION 510. Rights and Remedies Cumulative.



-36-









 





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



     SECTION 511. 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 512. Control by Holders.



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



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



     SECTION 513. Waiver of Past Defaults.


     The Holders of not less than a majority in principal amount of the Outstanding Securities of
any series may on behalf of the Holders of all the Securities of such series waive any past default
hereunder with respect to such series and its consequences, except a default (1) in the payment of
the principal of, or any premium or interest on, any Security of such series, or (2) in



-37-









 




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




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



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



     SECTION 514. 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 10% in principal amount of the Outstanding Securities of any
series, or to any suit instituted by any Holder for the enforcement of the payment of the principal
of (or premium, if any) or interest on any Security on or after the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on or after the Redemption Date).



ARTICLE SIX

THE TRUSTEE




     SECTION 601. Certain Duties and Responsibilities.



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



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



-38-









 





     SECTION 602. Notice of Defaults.



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



     SECTION 603. Certain Rights of Trustee.



     Subject to the provisions of Section 601:



          (a) the Trustee may 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 or as otherwise expressly provided herein and any resolution
of the Board of Directors may be sufficiently evidenced by a Board Resolution;




          (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that
a matter be proved or established prior to taking, suffering or omitting any action hereunder,
the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of 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 reasonable security or indemnity
against the costs, expenses and liabilities which might be incurred by it in compliance with such
request or direction;




          (f) the Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document,
but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises of the Company,
personally or by agent or attorney; and





-39-









 








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




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




     SECTION 604. Not Responsible for Recitals or Issuance of Securities.



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



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



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



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



     SECTION 606. Money Held in Trust.



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



     SECTION 607. Compensation and Reimbursement.



     The Company agrees




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




     (7) except as otherwise expressly provided herein, to reimburse the Trustee, and each
predecessor Trustee, upon its request for all reasonable expenses,



-40-









 






disbursements and
advances incurred or made by the Trustee in accordance with any provision of this
Indenture (including the reasonable compensation and the expenses and disbursements of its
agents and counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or bad faith; and




     (8) to indemnify the Trustee, and each predecessor Trustee, for, and to hold it
harmless against, any loss, liability or expense 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.



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



     SECTION 608. Disqualification; Conflicting Interests.



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



     SECTION 609. Corporate Trustee Required; Eligibility.



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



     SECTION 610. Resignation and Removal; Appointment of Successor.



-41-









 





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




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





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




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




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



          (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to the Securities of one or more
series, the Company, by or pursuant to a Board Resolution, shall promptly 3 appoint a successor
Trustee or Trustees with respect to the Securities of that or those series (it being understood
that any such successor Trustee may be appointed with respect to the Securities of one or more or
all of such series and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable requirements of Section
611. If, within one year after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act
of the Holders of a majority in principal amount of the Outstanding Securities





-42-









 







of such series
delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the applicable requirements of
Section 611, become the successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no successor Trustee with
respect to the Securities of any series shall have been so appointed by the Company or the Holders
and accepted appointment in the manner required by Section 611, any Holder who has been a bona fide
Holder of a Security of such series for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.




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




     SECTION 611. Acceptance of Appointment by Successor.



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




          (b) In case of the appointment hereunder of a successor Trustee with respect to the Securities
of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee
with respect to the Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment and which (1)
shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those
series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring
Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute
such Trustees co-trustees of the same trust and that each such Trustee shall be trustee





-43-









 







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 3 qualified and eligible under this Article.




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



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



     SECTION 613. Preferential Collection of Claims Against Company.



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



     SECTION 614. Appointment of Authenticating Agent.



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



-44-









 




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




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



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



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



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



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



-45-









 





	 	 	 	 	 	 	 	 	 
	 	 	[NAME OF TRUSTEE]	 	 
	 	 	as Trustee	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	as Authenticating Agent	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Authorized Officer	 	 






     SECTION 615. Investment of Certain Payments Held by the Trustee.



     Any amounts deposited by the Company and held by the Trustee hereunder, other than pursuant to
Section 403 or Section 1010 hereof, shall be invested by the Trustee from time to time at the
direction of the Company in such investments as may be specified by the Company and reasonably
agreed to by the Trustee from time to time; provided that no amounts deposited in respect of any
payment on a Security shall be invested in an investment that matures after the due date of such
payment and that the Trustee shall have no liability to the Company for any loss on such
investments; provided, further, that in investing trust funds pursuant to the terms of this Section
and liquidating any investments held in trust hereunder, the Trustee may, to the extent permitted
by law, purchase securities (including for the purposes of this paragraph securities as to which
the Trustee or a Trustee Affiliate is the issuer or guarantor) from, and sell securities to, itself
or any Trustee Affiliate and purchase securities underwritten by, or in which a market is made by,
the Trustee or a Trustee Affiliate. For the purposes hereof, a “Trustee Affiliate” shall mean an
entity that directly, or indirectly through one or more intermediaries, controls, or is controlled
by, or is under common control with, the Trustee. Any income or gain realized as a result of any
such investment shall be promptly distributed (in no event later than the next Business Day) to the
Company after payment of any amounts required to be paid to the Holders entitled thereto, except
after the occurrence and during the continuance of an Event of Default. The Trustee shall have no
liability to the Company for any loss resulting from any investment made in accordance with this
Section, and shall bear no expense in connection with any investment pursuant to this Section. Any
such investment may be sold (without regard to maturity date) by the Trustee whenever necessary to
make any distribution required by this Indenture.



ARTICLE SEVEN

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY




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



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



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






-46-









 







series may
reasonably require, of the names and addresses of the Holders of that series as of such date, and




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



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




     SECTION 702. Preservation of Information; Communications to Holders.



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



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



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



     SECTION 703. Reports by Trustee.



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



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



     SECTION 704. Reports by Company.



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



-47-









 




filed with the Trustee within 15 days after the same is so required to be filed with the
Commission.




ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE




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



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




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




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




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



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



     SECTION 802. Securities to be Secured in Certain Events.



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



-48-









 





     SECTION 803. Successor Substituted.



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



ARTICLE NINE

SUPPLEMENTAL INDENTURES




     SECTION 901. Supplemental Indentures Without Consent of Holders.



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




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




     (8) 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




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




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




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



-49-









 






     (12) to secure the Securities; or




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




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




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



     SECTION 902. Supplemental Indentures with Consent of Holders.



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




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




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




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



-50-









 






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


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




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



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



     SECTION 903. Execution of Supplemental Indentures.



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



     SECTION 904. Effect of Supplemental Indentures.



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



     SECTION 905. Conformity with Trust Indenture Act.



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



     SECTION 906. Reference in Securities to Supplemental Indentures.



-51-









 





     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 TEN

COVENANTS




     SECTION 1001. Payment of Principal, Premium and Interest.



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



     SECTION 1002. Maintenance of Office or Agency.



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



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



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



     If the Company shall at any time act as its own Paying Agent with respect to any series of
Securities, it will, on or before each due date of the principal of (and premium, if any) or
interest on any of the Securities of that series, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or
interest so



-52-









 




becoming due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided and will promptly notify the Trustee of its action or failure so to act.




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



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



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



     Any money deposited with the Trustee or any Paying Agent, or received by the Trustee in
respect of obligations deposited with the Trustee pursuant to Section 403 or 1010, or then held by
the Company, in trust for the payment of the principal of (and premium, if any) or interest on any
Security of any series and remaining unclaimed for three years after such principal (and premium,
if any) or interest has become due and payable shall be paid to the Company on Company Request
(unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed
property law), or (if then held by the Company) shall be discharged from such trust; and the Holder
of such Security shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in a newspaper published in the
English language, customarily published on each Business Day and of general circulation in the
Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid to the Company.



     SECTION 1004. Payment of Taxes and Other Claims.



-53-









 





     The Company will pay or discharge or cause to be paid or discharged, before the same shall
become delinquent all taxes, assessments and governmental charges levied or imposed upon the
Company; provided, however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim (a) whose amount, applicability or
validity is being contested in good faith by appropriate proceedings or (b) which is not of
material importance to the business, operations, financial condition or results of operations of
the Company.



     SECTION 1005. Statement as to Compliance.



     The Company will deliver to the Trustee, within 120 days after the end of each fiscal year, a
brief certificate (which shall not be deemed an Officers’ Certificate and need not conform with any
of the provisions of Section 102) from the principal executive officer, principal financial officer
or principal accounting officer as to his or her knowledge of the Company’s compliance with all
conditions and covenants under this Indenture, or as otherwise provided by the Trust Indenture Act.
For purposes of this Section 1006, such compliance shall be determined without regard to any period
of grace or requirement of notice under this Indenture.



     SECTION 1006. Corporate Existence.



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



     SECTION 1007. Defeasance of Certain Obligations



     If this Section is specified, as contemplated by Section 301, to be applicable to Securities
of any series, (a) the Company may omit to comply with any term, provision or condition set forth
in Sections 802, 1006, 1008 and 1009 with respect to the Securities of such series, and any
covenants provided pursuant to Sections 301(19), 901(2), 901(7), in each case with respect to
Securities of such series, and (b) the occurrence of any event specified in Sections 501(4) (with
respect to any of Section 802, 1006, 1008 or 1009, and any such covenants or defaults provided
pursuant to Sections 301(19), 901(2), 901(7) or 501(7)) shall be deemed not to be or result in an
Event of Default, in each case with respect to Securities of such Series as provided in this
Section, provided that the following conditions shall have been satisfied:




     (19) with reference to this Section 1010, the Company has deposited or caused to be
irrevocably deposited (except as provided in Section 403) with the Trustee as trust funds
in trust, specifically pledged as security for, and dedicated solely to, the benefit of the
Holders of such (i) in the case of Securities of such series denominated in U.S. dollars,
cash in U.S. dollars (or such other money or currencies as shall then be legal tender in
the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of
such series denominated in a Foreign Currency (other than a basket currency), money and/or
Foreign Government Securities in the same Foreign Currency, which through the payment of
interest and principal in respect thereof, in accordance



-54-









 






with their terms, will provide
(and without reinvestment and assuming no tax liability will be imposed on such Trustee),
not later than one day before the due date of any payment of money, an amount in cash,
sufficient, in the opinion of a nationally recognized firm of independent certified public
accountants expressed in a written certification thereof delivered to the Trustee, to pay
and discharge each installment of principal (and premium, if any) (including mandatory
sinking fund or analogous payments) of and any interest on all the Securities of such
series on the dates such instalments of interest or principal are due;




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




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




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




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




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




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



     SECTION 1008. Waiver of Certain Covenants.



     The Company may omit in any particular instance to comply with any covenant or condition set
forth in Sections 1004 to 1009, inclusive, with respect to the Securities of any series if before
or after the time for such compliance the Holders of at least 66 2/3% in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance
in such instance or generally waive compliance with such covenant or condition, but no such waiver
shall extend to or affect such covenant or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the duties of the
Trustee in respect of any such covenant or condition shall remain in full force and effect.



-55-









 





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



ARTICLE ELEVEN

REDEMPTION OF SECURITIES




     SECTION 1101. Applicability of Article.



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



     SECTION 1102. Election to Redeem; Notice to Trustee.



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



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



     SECTION 1103. Selection by Trustee of Securities to Be Redeemed.



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



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



-56-









 





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



     SECTION 1104. Notice of Redemption.



     Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than
30 nor more than 90 days prior to the Redemption Date, to each Holder of Securities to be redeemed,
at his address appearing in the Security Register.



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




     (1) the Redemption Date,




     (2) the Redemption Price,




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




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




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




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



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



     SECTION 1105. Deposit of Redemption Price.



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



     SECTION 1106. Securities Payable on Redemption Date.



     Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall,
on the Redemption Date, become due and payable at the Redemption Price therein specified, and from
and after such date (unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon



-57-









 




surrender of any such Security
for redemption in accordance with said notice, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest to the Redemption Date; provided, however, that,
unless otherwise specified as contemplated by Section 301, instalments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of business on the relevant
Record Dates according to their terms and the provisions of Section 307.




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



     SECTION 1107. Securities Redeemed in Part.



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



ARTICLE TWELVE

SINKING FUNDS




     SECTION 1201. Applicability of Article.



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



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



     SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.



     The Company (1) may deliver Outstanding Securities of a series (other than any previously
called for redemption) and (2) may apply as a credit Securities of a series which have been
redeemed either at the election of the Company pursuant to the terms of such Securities or through
the application of permitted optional sinking fund payments pursuant to the terms of



-58-









 




such
Securities, in each case in satisfaction of all or any part of any sinking fund payment with
respect to the Securities of such series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; provided that such Securities have not
been previously so credited. Such Securities shall be received and credited for such purpose by the
Trustee at the Redemption Price specified in such Securities for redemption through operation of
the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.




     SECTION 1203. Redemption of Securities for Sinking Fund.



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



ARTICLE THIRTEEN

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES


     SECTION 1301. Exemption from Individual Liability.



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



-59-









 





* * * * *




-60-









 








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



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



	 	 	 	 	 
	 	SOLUTIA INC.

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	[NAME OF TRUSTEE]
 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




-61-