indentureseniordebt2008.htm


    `

    EXHIBIT
4(a)

     

     

    


    FORM OF INDENTURE FOR SENIOR DEBT
SECURITIES

     

    OLIN
CORPORATION

     

     

    AND

     

     

    ,

     

     

    Trustee

     

     

    


     

     

    Indenture

     

     

    Dated
as of

     

     

    


     

     

    Debt
Securities

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    


     

     

    OLIN
CORPORATION

     

     

    Debt
Securities

     

     

    CROSS
REFERENCE SHEET*

     

     

    This
Cross Reference Sheet shows the location in the Indenture of the provisions
inserted pursuant to Sections 310-318(a), inclusive, of the Trust Indenture Act
of 1939.

     

    
      	
              Section of
      Trust Indenture Act

               

            	 
      	
              Section of
      Indenture

               

            
	
              310(a)(1)(2)

            	 
      	
              7.09

            
	
                        
      (3)(4)

            	 
      	
              Inapplicable

            
	
                        
      (5)

            	 
      	
              **

            
	
                   
      (b)

            	 
      	
              7.08
      and 7.10(a), (b), and (d)

            
	
                   
      (c)

            	 
      	
              Inapplicable

            
	
              311(a)(b)

            	 
      	
              **

            
	
              (c)

            	 
      	
              Inapplicable

            
	
              312(a)

            	 
      	
              5.01
      and 5.02(a)

            
	
              (b)

            	 
      	
              5.02(b)

            
	
              (c)

            	 
      	
              5.02(c)

            
	
              313(a)

            	 
      	
              5.04(a)

            
	
              (b)(c)

            	 
      	
              **

            
	
              (d)

            	 
      	
              5.04(b)

            
	
              314(a)(1)

            	 
      	
              5.03(a)

            
	
              (2)

            	 
      	
              5.03(b)

            
	
              (3)

            	 
      	
              5.03(c)

            
	
              (4)

            	 
      	
              4.07

            
	
              (b)

            	 
      	
              Inapplicable

            
	
              (c)(1)(2)

            	 
      	
              14.05

            
	
              (3)

            	 
      	
              Inapplicable

            
	
              (d)

            	 
      	
              Inapplicable

            
	
              (e)

            	 
      	
              14.05

            
	
              (f)

            	 
      	
              **

            
	
              315(a)(c)(d)

            	 
      	
              7.01

            
	
              (b)

            	 
      	
              6.07

            
	
              (e)

            	 
      	
              6.08

            
	
              316(a)

            	 
      	
              6.06
      and 8.04

            
	
              (b)

            	 
      	
              6.04

            
	
              317(a)

            	 
      	
              6.02

            
	
              (b)

            	 
      	
              4.04

            
	
              318(a)

            	 
      	
              14.07

            


    

     

    


     

    
      	
              *

            	 
      	
              The
      Cross Reference Sheet is not part of the
  Indenture.

            


    

     

    
      	
              **

            	 
      	
              Deemed
      included pursuant to Section 318(c) of Trust Indenture Act of
      1939.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    


     

     

    TABLE OF
CONTENTS*

     

    
      	 
      	 
      	
              Page

               

            
	 
      	 
      	 
      
	
              PARTIES

            	 
      	
              1

            
	
              RECITALS

            	 
      	
              1

            
	
              Purpose
      of Indenture

            	 
      	
              1

            
	
              Compliance
      with legal requirements

            	 
      	
              1

            
	
              Purpose
      of and consideration for Indenture

            	 
      	
              1

            


    

     

    ARTICLE
ONE

     

     

    DEFINITIONS.

     

    
      
        
          	
                  Section
      1.01

                	 
      	
                  Certain Terms Defined

                	 
      	
                  1

                
	 
      	 
      	
                  Authorized
      Newspaper

                	 
      	
                  1

                
	 
      	 
      	
                  Board
      of Directors

                	 
      	
                  1

                
	 
      	 
      	
                  Business
      Day

                	 
      	
                  2

                
	 
      	 
      	
                  Common
      Stock

                	 
      	
                  2

                
	 
      	 
      	
                  Company

                	 
      	
                  2

                
	 
      	 
      	
                  Corporate
      Trust Office of the Trustee

                	 
      	
                  2

                
	 
      	 
      	
                  Debt
      Security or Debt Securities

                	 
      	
                  2

                
	 
      	 
      	
                  Depositary

                	 
      	
                  2

                
	 
      	 
      	
                  Event
      of Default

                	 
      	
                  2

                
	 
      	 
      	
                  Fully-Registered
      Debt Security

                	 
      	
                  2

                
	 
      	 
      	
                  Global
      Security

                	 
      	
                  2

                
	 
      	 
      	
                  Holder

                	 
      	
                  2

                
	 
      	 
      	
                  Indenture

                	 
      	
                  3

                
	 
      	 
      	
                  Officers'
      Certificate

                	 
      	
                  3

                
	 
      	 
      	
                  Opinion
      of Counsel

                	 
      	
                  3

                
	 
      	 
      	
                  Original
      Issue Discount Debt Security

                	 
      	
                  3

                
	 
      	 
      	
                  Outstanding

                	 
      	
                  3

                
	 
      	 
      	
                  Registered
      Debt Security

                	 
      	
                  4

                
	 
      	 
      	
                  Registrar

                	 
      	
                  4

                
	 
      	 
      	
                  Responsible
      Officer

                	 
      	
                  4

                
	 
      	 
      	
                  Subsidiary

                	 
      	
                  4

                
	 
      	 
      	
                  Trustee

                	 
      	
                  4

                
	 
      	 
      	
                  Trust
      Indenture Act of 1939

                	 
      	
                  4

                
	 
      	 
      	
                  U.S.
      Government Obligations

                	 
      	
                  4

                
	 
      	 
      	
                  Voting
      Stock

                	 
      	
                  5

                
	 
      	 
      	
                  Yield
      to Maturity

                	 
      	
                  5

                
	
                   

                  *
      The Table of Contents, comprising pages i to v, is not part of the
      Indenture.

                


        

      

    

     

    i

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


     

     

    ARTICLE
TWO

     

     

    DEBT
SECURITIES.

     

    
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      2.01.

            	 
      	
              Forms
      Generally

            	 
      	
              5

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      2.02.

            	 
      	
              Form
      of Trustee's Certificate of Authentication

            	 
      	
              5

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      2.03.

            	 
      	
              Principal
      Amount; Issuable in Series

            	 
      	
              6

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      2.04.

            	 
      	
              Execution
      of Debt Securities

            	 
      	
              7

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      2.05.

            	 
      	
              Authentication
      and Delivery of Debt Securities

            	 
      	
              8

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      2.06.

            	 
      	
              Denominations
      of Debt Securities

            	 
      	
              9

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      2.07.

            	 
      	
              Registration
      of Transfer and Exchange

            	 
      	
              9

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      2.08.

            	 
      	
              Temporary
      Debt Securities

            	 
      	
              10

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      2.09.

            	 
      	
              Mutilated,
      Destroyed, Lost or Stolen Debt Securities

            	 
      	
              10

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      2.10.

            	 
      	
              Cancellation
      of Surrendered Debt Securities

            	 
      	
              11

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      2.11.

            	 
      	
              Provisions
      of the Indenture and Debt Securities for the Sole Benefit of the Parties
      and the Holders

            	 
      	
              11

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      2.12.

            	 
      	
              Interest
      Rights Preserved

            	 
      	
              11

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      2.13.

            	 
      	
              Securities
      Denominated in Foreign Currencies

            	 
      	
              12

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      2.14.

            	 
      	
              Wire
      Transfers

            	 
      	
              12

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      2.15.

            	 
      	
              Securities
      Issuable in the Form of a Global Security

            	 
      	
              12

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      2.16.

            	 
      	
              Medium-term
      Securities

            	 
      	
              14

            


    

     

    ARTICLE
THREE

     

     

    REDEMPTION
OF DEBT SECURITIES.

     

    
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      3.01.

            	 
      	
              Applicability
      of Article

            	 
      	
              15

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      3.02.

            	 
      	
              Notice
      of Redemption; Selection of Debit Securities

            	 
      	
              15

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      3.03.

            	 
      	
              Payment
      of Debt Securities Called for Redemption

            	 
      	
              16

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      3.04.

            	 
      	
              Mandatory
      and Optional Sinking Funds

            	 
      	
              16

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      3.05.

            	 
      	
              Redemption
      of Debt Securities for Sinking Fund

            	 
      	
              17

            


    

     

    ARTICLE
FOUR

     

     

    PARTICULAR
COVENANTS OF THE COMPANY.

     

    
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      4.01.

            	 
      	
              Payment
      of Principal of and Premium, if any, and Interest on Debt
      Securities

            	 
      	
              18

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      4.02.

            	 
      	
              Maintenance
      of Offices or Agencies for Registration of Transfer, Exchange and Payment
      of Debt Securities

            	 
      	
              18

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      4.03.

            	 
      	
              Appointment
      to Fill a Vacancy in the Office of Trustee

            	 
      	
              19

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      4.04.

            	 
      	
              Duties
      of Paying Agents, etc.

            	 
      	
              19

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      4.05.

            	 
      	
              Limitations
      on Liens

            	 
      	
              19

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      4.06.

            	 
      	
              Limitation
      on Sale and Lease-Back

            	 
      	
              22

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      4.07.

            	 
      	
              Statement
      by Officers as to Default

            	 
      	
              23

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      4.08.

            	 
      	
              Further
      Instruments and Acts

            	 
      	
              23

            


    

     

    ARTICLE
FIVE

     

     

    HOLDER
LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE.

     

    
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      5.01.

            	 
      	
              Company
      to Furnish Trustee Information as to Names and Addresses of
      Holders

            	 
      	
              23

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      5.02.

            	 
      	
              Preservation
      of Information; Communications to Holders

            	 
      	
              23

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      5.03.

            	 
      	
              Reports
      by Company

            	 
      	
              25

            


    

     

    ii

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


     

    
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      5.04.

            	 
      	
              Reports
      by Trustee

            	 
      	
              25

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      5.05.

            	 
      	
              Record
      Dates for Action by Holders

            	 
      	
              25

            


    

     

    ARTICLE
SIX

     

     

    REMEDIES
OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT.

     

    
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      6.01.

            	 
      	
              Events
      of Default

            	 
      	
              26

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      6.02.

            	 
      	
              Collection
      of Indebtedness by Trustee, etc.

            	 
      	
              28

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      6.03.

            	 
      	
              Application
      of Moneys Collected by Trustee

            	 
      	
              29

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      6.04.

            	 
      	
              Limitation
      on Suits by Holders

            	 
      	
              30

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      6.05.

            	 
      	
              Remedies
      Cumulative; Delay or Omission in Exercise of Rights Not a Waiver of
      Default

            	 
      	
              31

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      6.06.

            	 
      	
              Rights
      of Holders of Majority in Principal Amount of Debt Securities to Direct
      Trustee and to Waive Default

            	 
      	
              31

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      6.07.

            	 
      	
              Trustee
      to Give Notice of Defaults Known to It, but May Withhold Such Notice in
      Certain Circumstances

            	 
      	
              32

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      6.08.

            	 
      	
              Requirement
      of an Undertaking to Pay Costs in Certain Suits under the Indenture or
      Against the Trustee

            	 
      	
              32

            


    

     

    ARTICLE
SEVEN

     

     

    CONCERNING
THE TRUSTEE.

     

    
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      7.01.

            	 
      	
              Certain
      Duties and Responsibilities

            	 
      	
              32

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      7.02.

            	 
      	
              Certain
      Rights of Trustee

            	 
      	
              33

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      7.03.

            	 
      	
              Trustee
      Not Liable for Recitals in Indenture or in Debt Securities

            	 
      	
              35

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      7.04.

            	 
      	
              Trustee,
      Paying Agent or Registrar May Own Debt Securities

            	 
      	
              35

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      7.05.

            	 
      	
              Moneys
      Received by Trustee To Be Held in Trust

            	 
      	
              35

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      7.06.

            	 
      	
              Compensation
      and Reimbursement

            	 
      	
              35

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      7.07.

            	 
      	
              Right
      of Trustee to Rely on an Officers' Certificate Where No Other Evidence
      Specifically Prescribed

            	 
      	
              36

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      7.08.

            	 
      	
              Disqualification;
      Conflicting Interests

            	 
      	
              36

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      7.09.

            	 
      	
              Requirements
      for Eligibility of Trustee

            	 
      	
              36

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      7.10.

            	 
      	
              Resignation
      and Removal of Trustee

            	 
      	
              36

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      7.11.

            	 
      	
              Acceptance
      by Successor to Trustee

            	 
      	
              37

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      7.12.

            	 
      	
              Successor
      to Trustee by Merger, Consolidation or Succession to
    Business

            	 
      	
              38

            


    

     

    ARTICLE
EIGHT

     

     

    CONCERNING
THE HOLDERS.

     

    
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      8.01.

            	 
      	
              Evidence
      of Action by Holders

            	 
      	
              39

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      8.02.

            	 
      	
              Proof
      of Execution of Instruments and of Holding of Debt
    Securities

            	 
      	
              39

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      8.03.

            	 
      	
              Who
      May be Deemed Owner of Debt Securities

            	 
      	
              39

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      8.04.

            	 
      	
              Debt
      Securities Owned by Company or Controlled or Controlling Companies
      Disregarded for Certain Purposes

            	 
      	
              40

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      8.05.

            	 
      	
              Instruments
      Executed by Holders Bind Future Holders

            	 
      	
              40

            


    

     

    ARTICLE
NINE

     

     

    HOLDERS'
MEETINGS AND CONSENTS.

     

    
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      9.01.

            	 
      	
              Purposes
      for Which Meetings May Be Called

            	 
      	
              40

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      9.02.

            	 
      	
              Manner
      of Calling Meetings

            	 
      	
              41

            


    

     

    iii

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      9.03.

            	 
      	
              Call
      of Meetings by Company or Holders

            	 
      	
              41

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      9.04.

            	 
      	
              Who
      May Attend and Vote at Meetings

            	 
      	
              41

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      9.05.

            	 
      	
              Regulations
      May Be Made by Trustee

            	 
      	
              41

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      9.06.

            	 
      	
              Manner
      of Voting at Meetings and Record To Be Kept

            	 
      	
              42

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      9.07.

            	 
      	
              Written
      Consent in Lieu of Meetings

            	 
      	
              43

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      9.08.

            	 
      	
              No
      Delay of Rights by Meeting

            	 
      	
              43

            


    

     

    ARTICLE
TEN

     

     

    SUPPLMENTAL
INDENTURES.

     

    
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      10.01.

            	 
      	
              Purposes
      for Which Supplemental Indenture May Be Entered into Without Consent of
      Holders

            	 
      	
              43

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      10.02.

            	 
      	
              Modification
      of Indenture with Consent of Holders of 662/3% in Principal Amount of Debt
      Securities

            	 
      	
              44

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      10.03.

            	 
      	
              Effect
      of Supplemental Indentures

            	 
      	
              45

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      10.04.

            	 
      	
              Debt
      Securities May Bear Notation of Changes by Supplemental
      Indentures

            	 
      	
              45

            


    

     

    ARTICLE
ELEVEN

     

     

    CONSOLIDATION,
MERGER, SALE OR CONVEYANCE.

     

    
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      11.01.

            	 
      	
              Consolidations
      and Mergers of Company and Conveyances Permitted Subject to Certain
      Conditions

            	 
      	
              45

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      11.02.

            	 
      	
              Rights
      and Duties of Successor Corporation

            	 
      	
              46

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      11.03.

            	 
      	
              Officers'
      Certificate and Opinion of Counsel

            	 
      	
              46

            


    

     

    ARTICLE
TWELVE

     

     

    SATISFACTION
AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS.

     

    
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      12.01.

            	 
      	
              Satisfaction
      and Discharge of Indenture

            	 
      	
              46

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      12.02.

            	 
      	
              Application
      by Trustee of Funds Deposited for Payment of Debt
    Securities

            	 
      	
              47

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      12.03.

            	 
      	
              Repayment
      of Moneys Held by Paying Agent

            	 
      	
              47

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      12.04.

            	 
      	
              Repayment
      of Moneys Held by Trustee

            	 
      	
              47

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      12.05.

            	 
      	
              Defeasance
      Upon Deposit of Moneys or U.S. Government Obligations

            	 
      	
              47

            


    

     

    ARTICLE
THIRTEEN

     

     

    IMMUNITY
OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES

     

    
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      13.01.

            	 
      	
              Incorporators,
      Stockholders, Officers, Directors and Employees of Company Exempt from
      Individual Liability

            	 
      	
              49

            


    

     

    ARTICLE
FOURTEEN

     

     

    MISCELLANEOUS
PROVISIONS.

     

    
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      14.01.

            	 
      	
              Successors
      and Assigns of Company Bound by Indenture

            	 
      	
              49

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      14.02.

            	 
      	
              Acts
      of Board, Committee or Officer of Successor Corporation
    Valid

            	 
      	
              49

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      14.03.

            	 
      	
              Required
      Notices or Demands

            	 
      	
              50

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      14.04.

            	 
      	
              Indenture
      and Debt Securities To Be Construed in Accordance with the Laws of the
      State of New York

            	 
      	
              50

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      14.05.

            	 
      	
              Officers'
      Certificate and Opinion of Counsel To Be Furnished upon Application or
      Demand by the Company

            	 
      	
              50

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      14.06.

            	 
      	
              Payments
      Due on Legal Holidays

            	 
      	
              50

            


    

     

    iv

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    
      	 
      	 
      	 
      	 
      	 
      
	
              Section
      14.07.

            	 
      	
              Provisions
      Required by Trust Indenture Act of 1939 to Control

            	 
      	
              51

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      14.08.

            	 
      	
              Indenture
      May be Executed in Counterparts

            	 
      	
              51

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      14.09.

            	 
      	
              Computation
      of Interest on Debt Securities

            	 
      	
              51

            
	 
      	 
      	 
      	 
      	 
      
	
              Section
      14.10.

            	 
      	
              Effect
      of Headings

            	 
      	
              51

            


    

     

    


     

    
      	
              ACCEPTANCE
      OF TRUST BY TRUSTEE

            	 
      	
              51

            
	
              TESTIMONIUM

            	 
      	
              52

            
	
              SIGNATURES
      AND SEALS

            	 
      	
              52

            
	
              ACKNOWLEDGEMENTS

            	 
      	
              53

            


    

     

    


     

    
      	 
      


    

     

    v

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

     

    INDENTURE
dated as of , between OLIN CORPORATION, a corporation duly organized and
existing under the laws of the Commonwealth of Virginia (hereinafter sometimes
called the “Company”), and , a corporation duly incorporated and existing under
the laws of the State of (hereinafter sometimes 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 unsecured debentures, notes or
other evidences of indebtedness to be issued in one or more series (herein
called the “Debt Securities”), as in this Indenture provided.

     

     

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

     

     

    NOW,
THEREFORE, THIS INDENTURE WITNESSETH:

     

     

    That in
order to declare the terms and conditions upon which the Debt Securities are
authenticated, issued and delivered, and in consideration of the premises, and
of the purchase and acceptance of the Debt Securities by the holders thereof,
the Company and the Trustee covenant and agree with each other, for the equal
and proportionate benefit of the respective Holders from time to time of the
Debt Securities or of series thereof as follows:

     

     

    ARTICLE
ONE

     

     

    DEFINITIONS.

     

     

    Section
1.01. Certain Terms
Defined. The terms defined in this Section 1.01 (except as herein
otherwise expressly provided or unless the context otherwise requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section 1.01. All other terms used in
this Indenture which are defined in the Trust Indenture Act of 1939, as amended,
or which are by reference therein defined in the Securities Act of 1933, as
amended (except as herein otherwise expressly provided or unless the context
otherwise requires), shall have the meanings assigned to such terms in said
Trust Indenture Act and in said Securities Act as in force as of the date of
original execution of this Indenture.

     

     

    Authorized Newspaper: The
term “Authorized Newspaper” shall mean a newspaper printed in the English
language and customarily published at least once a day on each business day in
each calendar week and of general circulation in the Borough of Manhattan, the
City and State of New York, whether or not such newspaper is published on
Saturdays, Sundays and legal holidays. Whenever successive weekly publications
in an Authorized Newspaper are required hereunder they may be made (unless
otherwise expressly provided herein) on the same or different days of the week
and in the same or in different Authorized Newspapers.

     

     

    Board of Directors: The term
“Board of Directors” shall mean the Board of Directors of the Company, the
Executive and Finance Committee of such Board or any other duly authorized
committee of such Board.

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Business Day: The term
“business day” shall mean any day other than a Saturday, Sunday or a day on
which banking institutions or trust companies in the City of New York, New York,
are authorized or obligated by law, regulation or executive order to
close.

     

     

    Common Stock: The term
“Common Stock” shall mean the common stock of the Company, which stock is
currently listed on the New York Stock Exchange.

     

     

    Company: The term “Company”
shall mean Olin Corporation, a Virginia corporation, and, subject to the
provisions of Article Eleven, shall also include its successors and
assigns.

     

     

    Corporate Trust Office of the
Trustee: The term “corporate trust office of the Trustee,” or other
similar term, shall mean the principal office of the Trustee, at which at any
particular time its corporate trust business shall be administered.

     

     

    Debt Security or Debt
Securities: The terms “Debt Security” or “Debt Securities” (except as
otherwise provided in Section 7.08) shall have the meaning stated in the first
recital of this Indenture, or any debt security or debt securities, as the case
may be, authenticated and delivered under this Indenture.

     

     

    Depositary: The term
“Depositary” shall mean, unless otherwise specified by the Company pursuant to
either Section 2.03 or 2.15, with respect to Debt Securities of any series
issuable or issued in whole or in part in the form of one or more Global
Securities, The Depository Trust Company, New York, New York, or any successor
thereto registered as a clearing agency under the Securities Exchange Act of
1934, as amended, or other applicable statute or regulations.

     

     

    Event of Default: The term
“Event of Default” shall mean any event specified in Section 6.01, continued for
the period of time, if any, and after the giving of the notice, if any, therein
designated.

     

     

    Fully-Registered Debt
Security: The term “Fully-Registered Debt Security” shall mean any Debt
Security registered as to principal and interest, if any.

     

     

    Global Security: The term
“Global Security” shall mean with respect to any series of Debt Securities
issued hereunder, a Debt Security which is executed by the Company and
authenticated and delivered by the Trustee to the Depositary or pursuant to the
Depositary’s instruction, all in accordance with this Indenture and any
indentures supplemental hereto, or resolution of the Board of Directors and set
forth in an Officer’s Certificate, which shall be registered in the name of the
Depositary or its nominee and which shall represent, and shall be denominated in
an amount equal to the aggregate principal amount of, all of the Outstanding
Debt Securities of such series or any portion thereof, in either case having the
same terms, including, without limitation, the same original issue date, date or
dates on which principal is due, and interest rate or method of determining
interest.

     

     

    Holder: The terms “Holder,”
“Holder of Debt Securities,” or other similar terms, shall mean a person in
whose name a Debt Security is registered in the Debt Security
Register.

     

     

    2

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

     

    Indenture: The term
“Indenture” shall mean this instrument as originally executed, or, if amended or
supplemented as herein provided, as so amended or supplemented and shall include
the form and terms of the particular series of Debt Securities as contemplated
hereunder.

     

     

    Officers’ Certificate: The term
“Officers’ Certificate” shall mean a certificate signed by the Chairman of the
Board or the President or any Vice President and by the Treasurer or the
Comptroller or the Secretary or any Assistant Treasurer or any Assistant
Comptroller or any Assistant Secretary of the Company. Each such certificate
shall include the statements provided for in Section 14.05, if
applicable.

     

     

    Opinion of Counsel: The term
“Opinion of Counsel” shall mean an opinion in writing signed by legal counsel,
who may be an employee of or of counsel to the Company, who shall be reasonably
satisfactory to the Trustee. Each such opinion shall include the statements
provided for in Section 14.05, if applicable.

     

     

    Original Issue Discount Debt
Security: The term “Original Issue Discount Debt Security” shall mean any
Debt Security which provides for an amount less than the principal amount
thereof to be due and payable upon a declaration of acceleration of the maturity
thereof pursuant to Section 6.01.

     

     

    Outstanding: The term
“Outstanding”, shall, subject to the provisions of Section 8.04, mean, as of the
date of determination, all Debt Securities theretofore authenticated and
delivered under this Indenture, except.

     

     

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

     

     

    (ii) Debt
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 Debt
Securities; provided
that, if such Debt Securities are to be redeemed, notice of such redemption has
been duly given pursuant to this Indenture or provision therefor satisfactory to
the Trustee has been made; and

     

     

    (iii)
Debt Securities which have been paid pursuant to Section 2.09 or in exchange for
or in lieu of which other Debt Securities have been authenticated and delivered
pursuant to this Indenture, other than any such Debt Securities in respect of
which there shall have been presented to the Trustee proof satisfactory to it
that such Debt Securities are held by a bona fide purchaser in whose hands such
Debt Securities are valid obligations of the Company;

     

     

    provided, however, that in determining
whether the Holders of the requisite principal amount of the Outstanding Debt
Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, Debt Securities owned by the Company or any other
obligor upon the Debt Securities or any affiliate of the Company or of such
other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or

     

     

    3

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

     

    waiver,
only Debt Securities which the Trustee knows to be so owned shall be so
disregarded. Debt 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 Debt Securities and
that the pledgee is not the Company or any other obligor upon the Debt
Securities or any affiliate of the Company or of such other obligor. In
determining whether the Holders of the requisite principal amount of Outstanding
Debt Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, the principal amount of an Original Issue
Discount Debt Security that shall be deemed to be Outstanding for such purposes
shall be the amount of the principal thereof that would be due and payable as of
the date of such determination upon a declaration of acceleration of the
maturity thereof pursuant to Section 6.01.

     

     

    Registered Debt Security: The
term “Registered Debt Security” shall mean any Debt Security registered on the
Debt Security Register of the Company.

     

     

    Registrar: The term
“Registrar” shall have the meaning set forth in Section 2.07.

     

     

    Responsible Officer: The term
“responsible officer” when used with respect to the Trustee shall mean the
Chairman of the Board of Directors, the President, any Vice President, any
Assistant Vice President, the Secretary, any Assistant Secretary, the Treasurer,
any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer,
any Assistant Trust Officer, or any other officer or assistant officer of the
Trustee customarily performing functions similar to those performed by the
persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of his knowledge of and familiarity
with the particular subject.

     

     

    Subsidiary: Any corporation,
association or other business entity more than 50% (by number of votes) of the
Voting Stock of which is at the time owned by the Company or by one or more
Subsidiaries or by the Company and one or more Subsidiaries.

     

     

    Trustee: The term “Trustee”
shall mean , and, subject to the provisions of Article Seven, shall also include
its successors and assigns.

     

     

    Trust Indenture Act of 1939:
The term “Trust Indenture Act of 1939” (except as herein otherwise expressly
provided) shall mean the Trust Indenture Act of 1939 as amended and as in force
at the date of this Indenture as originally executed.

     

     

    U.S. Government Obligations:
The term “U.S. Government Obligations” shall mean securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of an entity controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case under
clauses (i) or (ii) are not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt issued by a bank or trust
company as custodian with respect to any such U.S. Government Obligation or a
specific payment of interest on or principal of any such U.S. Government
Obligation held by such custodian for the account of the holder of a depository
receipt, provided that
(except as required by law) such custodian is

     

     

    4

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    not
authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the
U.S. Government Obligation or the specific payment of interest on or principal
of the U.S. Government Obligation evidenced by such depository
receipt.

     

     

    Voting Stock: Stock of any
class or classes (however designated) the holders of which are ordinarily, in
the absence of contingencies, entitled to vote for the election of a majority of
the directors (or persons performing similar functions) of the corporation,
association or other business entity in question, even though the right so to
vote is at the time suspended by reason of the happening of such a
contingency.

     

     

    Yield to Maturity: The term
“Yield to Maturity” shall mean the yield to maturity, calculated at the time of
issuance of a series of Debt Securities, or, if applicable, at the most recent
redetermination of interest on such series and calculated in accordance with
accepted financial practice.

     

     

    ARTICLE
TWO

     

     

    DEBT
SECURITIES.

     

     

    Section
2.01. Forms Generally.
The Debt Securities of each series shall be in substantially the form
established by or pursuant to a resolution of the Board of Directors 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 any law or with any rules made pursuant thereto or with
any rules of any securities exchange or to conform to general usage or as may,
consistently herewith, be determined by the officers executing such Debt
Securities, as evidenced by their execution of the Debt Securities.

     

     

    The
definitive Debt 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 Debt Securities, as evidenced by their execution of
such Debt Securities.

     

     

    Section
2.02. Form of
Trustee’s Certificate of
Authentication. The Trustee’s Certificate of Authentication on all Debt
Securities authenticated by the Trustee shall be in substantially the following
form:

     

     

    TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

     

     

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

     

    
      	
                                                                                      As
      Trustee

            
	
                                                                                       By

            
	
                                                                                      ...........................................................................

            
	
                                                                                      Authorized
      Officer

            


    

     

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    Section
2.03. Principal Amount;
Issuable in Series. The aggregate principal amount Debt Securities which
may be authenticated and delivered under this Indenture is
unlimited.

     

     

    The Debt
Securities may be issued in one or more series. There shall be established in
pursuant to a resolution of the Board of Directors and set forth in an Officers’
Certificate, established in one or more indentures supplemental hereto, prior to
the issuance of Debt Securities of any series:

     

     

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

     

     

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

     

     

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

     

     

    (4) the
rate or rates (which may be fixed or variable) at which the Debt Securities of
the series shall bear interest, if any, or the method of determining such rate
or rates, the date or dates from which such interest shall accrue, the interest
payment dates on which such interest shall be payable and the record dates for
the determination of Holders to whom such interest is payable;

     

     

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

     

     

    (6) the
price or prices at which, the period or periods within which and the terms and
conditions upon which Debt Securities of the series may be redeemed, in whole or
in part, at the option of the Company, pursuant to any sinking or analogous fund
or otherwise;

     

     

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

     

     

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

     

     

    (9) if
other than 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, the coin or
currency or currencies or units of two or more currencies in which payment of
the principal of, and premium, if any, and interest, if any, on Debt Securities
of the series shall be payable;

     

     

    6

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    (10) if
other than the principal amount thereof, the portion of the principal amount
of Debt
Securities of the series which shall be payable upon declaration of acceleration
of the maturity thereof pursuant to Section 6.01 or provable in bankruptcy
pursuant to Section 6.02;

     

     

    (11) any
Event of Default with respect to the Debt Securities of a particular series, if
not set forth herein;

     

     

    (12) any
other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture);

     

     

    (13) If
the Debt Securities of the series shall be issued in whole or in part in the
form of a Global Security or Securities, the terms and conditions, if any, upon
which such Global Security or Securities may be exchanged in whole or in part
for other individual Debt Securities in definitive registered form; and the
Depositary for such Global Security or Securities; and

     

     

    (14) any
authenticating or paying agents, transfer agents or registrars.

     

     

    All Debt
Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to such
resolution of the Board of Directors and as set forth in such Officers’
Certificate or in any such indenture supplemental hereto.

     

     

    Section
2.04. Execution of Debt
Securities. The Debt Securities shall be signed on behalf of the Company
by its Chairman of the Board, its President or a Vice President and by its
Secretary, an Assistant Secretary. or its Treasurer or an Assistant Treasurer
under its corporate seal. Such signatures upon the Debt Securities may be the
manual or facsimile signatures of the present or any future such authorized
officers end may be imprinted or otherwise reproduced on the Debt Securities.
The seal of the Company may be in the form of a facsimile thereof and may be
impressed, affixed, imprinted or otherwise reproduced on the Debt
Securities.

     

     

    Only such
Debt Securities as shall bear thereon a certificate of authentication
substantially in the form hereinbefore recited, signed manually by the Trustee,
shall be entitled to the benefits of this Indenture or be valid or obligatory
for any purpose. Such certificate by the Trustee upon any Debt Security executed
by the Company shall be conclusive evidence that the Debt Security so
authenticated has been duly authenticated and delivered hereunder.

     

     

    In case
any officer of the Company who shall have signed any of the Debt Securities
shall cease to be such officer before the Debt Securities so signed shall have
been authenticated and delivered by the Trustee, or disposed of by the Company,
such Debt Securities nevertheless may be authenticated and delivered or disposed
of as though the person who signed such Debt Securities had not ceased to be
such officer of the Company; and any Debt Security may be signed on behalf of
the Company by such persons as, at the actual date of the execution of such Debt
Security, shall be the proper officers of the Company, although at the date of
such Debt Security or of the execution of this Indenture any such person was not
such officer.

     

     

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    Section
2.05. Authentication and
Delivery of Debt Securities. At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Debt
Securities of any series executed by the Company to the Trustee for
authentication, and the Trustee shall thereupon authenticate and deliver said
Debt Securities to or upon the written order of the Company, signed by its
Chairman of the Board or its President or a Vice President and by its Treasurer
or its Controller or its Secretary or an Assistant Treasurer or an Assistant
Controller or an Assistant Secretary. In authenticating such Debt Securities,
and accepting the additional responsibilities under this Indenture in relation
to such Debt Securities, the Trustee shall be entitled to receive, and (subject
to Section 7.01) shall be fully protected in relying upon:

     

     

    (1) a
copy of any resolution or resolutions of the Board of Directors of the Company
certified by the Secretary or Assistant Secretary of the Company authorizing the
terms of issuance of any series of Debt Securities;

     

     

    (2) an
executed supplemental indenture, if any;

     

     

    (3) an
Officers’ Certificate;

     

     

    (4) an
Opinion of Counsel prepared in accordance with Section 14.05 which shall also
state:

     

     

    (a) that
the form of such Debt Securities has been established by or pursuant to a
resolution of the Board of Directors of the Company or by a supplemental
indenture as permitted by Section 2.01 in conformity with the provisions of this
Indenture;

     

     

    (b) that
the terms of such Debt Securities have been established by or pursuant to a
resolution of the Board of Directors of the Company or by a supplemental
indenture as permitted by Section 2.03 in conformity with the provisions of this
Indenture;

     

     

    (c) that
such Debt 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 binding obligations of the
Company, enforceable in accordance with their terms except as (i) the
enforceability thereof may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors’ rights generally and (ii) rights of
acceleration and the availability of equitable remedies may be limited by
equitable principles of general applicability; and

     

     

    (d) that
all laws and requirements in respect of the execution and delivery by the
Company of the Debt Securities have been complied with and that authentication
and delivery of the Debt Securities by the Trustee and the execution and
delivery of the related supplemental indenture, if any, will not violate the
terms of this Indenture; and

     

     

    (5) such
other matters as the Trustee may reasonably request.

     

     

    8

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    The
Trustee shall have the right to decline to authenticate and deliver any Debt
Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken or if the Trustee in good
faith by its board of directors or trustees, executive committee, or a trust
committee of directors or trustees and/or vice presidents shall determine that
such action would expose the Trustee to personal liability to existing Holders
of any outstanding series of Debt Securities or if the issue of such Debt
Securities pursuant to this Indenture will affect the Trustee’s own rights,
duties or immunities under the Debt Securities and this Indenture. Each Debt
Security shall be dated the date of its authentication.

     

     

    Section
2.06. Denominations of Debt
Securities. Unless otherwise provided in the form of Debt Security for
any series, the Debt Securities of each series shall be issuable in registered
form without coupons in such denominations as shall be specified or contemplated
by Section 2.03. In the absence of any such specification with respect to the
Debt Securities of any series, the Debt Securities of such series shall be
issuable in denominations of $1,000 and any integral multiple
thereof.

     

     

    Section
2.07. Registration of Transfer
and Exchange. The Company shall keep a register for each series of Debt
Securities issued hereunder (hereinafter collectively referred to as the “Debt
Security Register”), in which, subject to such reasonable regulations as it may
prescribe, the Company shall register Debt Securities and shall register the
transfer of Debt Securities as in this Article Two provided. At all reasonable
times such register shall be open for inspection by the Trustee. Subject to
Section 2.15, upon due presentment for registration of transfer of any Debt
Security at any office or agency to be maintained by the Company in accordance
with the provisions of Section 4.02, the Company shall execute and the Trustee
shall authenticate and deliver in the name of the transferee or transferees a
new Debt Security or Debt Securities of authorized denominations for a like
aggregate principal amount.

     

     

    Unless
and until otherwise determined by the Company by resolution of its Board of
Directors, the register of the Company for the purpose of registration, exchange
or registration of transfer of the Debt Securities shall be kept at the
corporate trust office of the Trustee and, for this purpose, the Trustee shall
be designated “Registrar.”

     

     

    Debt
Securities of any series may be exchanged for a like aggregate principal amount
of Debt Securities of the same series of other authorized denominations. Subject
to Section 2.15, Debt Securities to be exchanged shall be surrendered at the
office or agency to be maintained by the Company as provided in Section 4.02,
and the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor the Debt Security or Debt Securities which the Holder making
the exchange shall be entitled to receive.

     

     

    All Debt
Securities presented or surrendered for registration of transfer, exchange or
payment shall (if so required by the Company or the Trustee) be duly endorsed or
be accompanied by a written instrument or instruments of transfer, in form
satisfactory to the Company and the Trustee, duly executed by the registered
Holder or his attorney duly authorized in writing.

     

     

    9

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

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

     

     

    No
service charge shall be made for any exchange or registration of transfer of
Debt Securities, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto.

     

     

    The
Company shall not be required (a) to issue, register the transfer of or exchange
any Debt Securities for a period of 15 days next preceding any mailing of notice
of redemption of Debt Securities of such series, or (b) to register the transfer
of or exchange any Debt Securities selected, called or being called for
redemption.

     

     

    None of
the Company, the Trustee, any agent of the Trustee, any paying agent or any
Registrar will have any responsibility or liability for any aspects of the
records relating to, or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

     

     

    Section
2.08. Temporary Debt
Securities. Pending the preparation of definitive Debt Securities the
Company may execute and the Trustee shall authenticate and deliver temporary
Debt Securities (printed, lithographed or typewritten) of any authorized
denomination, and substantially in the form of the definitive Debt Securities
but with such omissions, insertions and variations as may be appropriate for
temporary Debt Securities, all as may be determined by the Company with the
concurrence of the Trustee. Temporary Debt Securities may contain such reference
to any provisions of this Indenture an may be appropriate. Every temporary Debt
Security shall be executed by the Company and be authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with like
effect, as the definitive Debt Securities. The Company shall execute and furnish
definitive Debt Securities as soon as practicable and thereupon any or all
temporary Debt Securities may be surrendered in exchange therefor at the
corporate trust office of the Trustee, and the Trustee shall authenticate and
deliver in exchange for such temporary Debt Securities a like aggregate
principal amount of definitive Debt Securities. Until so exchanged, the
temporary Debt Securities shall be entitled to the same benefits under this
Indenture as definitive Debt Securities authenticated and delivered
hereunder.

     

     

    Section
2.09. Mutilated, Destroyed,
Lost or Stolen Debt Securities. In case any temporary or definitive Debt
Security shall become mutilated or be destroyed, lost or stolen, in the absence
of written notice to the Company or the Trustee that such Debt Security has been
acquired by a bona fide purchaser, the Company in its discretion may execute,
and upon its request the Trustee shall authenticate and deliver, a new Debt
Security bearing a number not contemporaneously outstanding, in exchange and
substitution for the mutilated Debt Security, or in lieu of and substitution for
the Debt Security so destroyed, lost or stolen. In every case the applicant for
a substituted Debt Security shall furnish to the Company and to the Trustee such
security or indemnity as may be required by them to save each of them harmless
from all risk, however remote, and, in every case of destruction, loss or theft,
the applicant shall also furnish to the Company and to the Trustee evidence to
their satisfaction of the destruction, loss or theft of such Debt Security and
of the ownership thereof. The Trustee may authenticate any such substituted Debt
Security and deliver the same upon the written request or authorization of
any

     

     

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    officer
of the Company. Upon the issuance of any substituted Debt Security, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses connected therewith. In case any Debt Security which has matured or is
about to mature or which has been called for redemption shall become mutilated
or be destroyed, lost or stolen, the Company may, instead of issuing a
substituted Debt Security, pay or authorize the payment of the same (without
surrender thereof except in the case of a mutilated Debt Security) if the
applicant for such payment shall furnish the Company with such security or
indemnity as it may require to save it harmless from all risk, however remote,
and, in case of destruction, loss or theft, evidence to the satisfaction of the
Company of the destruction, loss or theft of such Debt Security and of the
ownership thereof.

     

     

    Every
substituted Debt Security issued pursuant to the provisions of this Section 2.09
by virtue of the fact that any Debt Security is destroyed, lost or stolen shall
constitute an additional contractual obligation of the Company, whether or not
the destroyed, lost or stolen Debt Security shall be found at any time, and
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Debt Securities duly issued hereunder.
All Debt Securities shall be held and owned upon the express condition that the
foregoing provisions are exclusive with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Debt Securities, and shall preclude any and
all other rights or remedies, notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

     

     

    Section
2.10. Cancellation of
Surrendered Debt Securities. All Debt Securities surrendered for payment,
redemption, registration of transfer or exchange shall, if surrendered to the
Company or any paying agent or a Registrar, be delivered to the Trustee for
cancellation by it, or, if surrendered to the Trustee, shall be cancelled by it,
and no Debt Securities shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Indenture. All cancelled Debt
Securities held by the Trustee shall be destroyed and certification of their
destruction delivered to the Company, unless otherwise directed. On request of
the Company, the Trustee shall deliver to the Company cancelled Debt Securities
held by the Trustee. If the Company shall acquire any of the Debt Securities,
however, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Debt Securities unless and until the same
are delivered or surrendered to the Trustee for cancellation.

     

     

    Section
2.11. Provisions of the
Indenture and Debt Securities for the Sole Benefit of the Parties and the
Holders. Nothing in this Indenture or in the Debt Securities, expressed
or implied, shall give or be construed to give to any person, firm or
corporation, other than the parties hereto and the holders of the Debt
Securities, any legal or equitable right, remedy or claim under or in respect of
this Indenture, or under any covenant, condition or provision herein contained;
all its covenants, conditions and provisions being for the sole benefit of the
parties hereto and of the Holders of the Debt Securities.

     

     

    Section
2.12. Interest Rights
Preserved. Each Debt Security delivered under this Indenture upon
transfer of or in exchange for or in lieu of any Debt Security of such series
shall carry all the rights to interest accrued and unpaid, and to accrue, which
were carried by such

     

     

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    other
Debt Security of such series, and each such Debt Security of such series shall
be so dated, that neither gain nor loss in interest shall result from such
transfer, exchange or substitution.

     

     

    Section
2.13. Securities Denominated
in Foreign Currencies. For the purposes of calculating the principal
amount of Securities of any series denominated in a foreign currency or in units
of two or more foreign currencies (including European Currency Units) for any
purpose under this Indenture, the principal amount of such Debt Securities at
any time outstanding shall be deemed to be that amount of United States dollars
that could be obtained for such principal amount on the basis of a spot rate of
exchange specified to the Trustee for such series in an Officers’ Certificate
for such currency or currency units into United States dollars as of the date of
any such calculation.

     

     

    In the
event any foreign currency or currencies or units of two or more foreign
currencies in which any payment with respect to any series of Debt Securities
may be made ceases to be a freely convertible currency on United States currency
markets, for any date thereafter on which payment of principal of, premium, if
any, or interest, if any, on the Debt Securities of a series is due, the Company
shall select, in its sole discretion, the currency of payment for use on such
date, all as provided in the Debt Securities of such series. In such event, the
Company shall, at least three business days prior to the date such payment is to
be made, notify the Trustee of the currency which it has selected to constitute
the funds necessary to meet the Company’s obligation on such payment date and of
the amount of such currency to be paid. Such amount shall be determined as
provided in the Debt Securities of such series. The payment to the Trustee with
respect to such payment date shall be made by the Company solely in the currency
so selected by the Trustee.

     

     

    The
Trustee will, as provided in the Debt Securities of a series with respect to
which payments may be made in a foreign currency or currencies or unit of two or
more foreign currencies, convert payments on the Debt Securities of such series
into any freely convertible currency acceptable to the Trustee (which shall
include the United States dollar) specified in a written request from a holder
of the Debt Securities of such series.

     

     

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

     

     

    Section
2.15. Securities Issuable in
the Form of a Global Security. (a) If the Company shall establish
pursuant to Section 2.01 and 2.03 that the Debt Securities of a particular
series are to be issued in whole or in part in the form of one or more Global
Securities, then the Company shall execute and the Trustee or its agent shall,
in accordance with Section 2.05, authenticate and deliver, such Global Security
or Securities, which (i) shall represent, and shall be denominated in an amount
equal to the aggregate principal amount of, the Outstanding Debt Securities of
such series to be represented by such Global Security or Securities, or such
portion thereof as the Company shall specify in an Officer’s Certificate, (ii)
shall be registered in the name of the Depositary for such Global Security or
Securities or its nominee, (iii) shall be delivered by the

     

     

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    Trustee
or its agent to the Depositary or pursuant to the Depositary’s instruction and
(iv) shall bear a legend substantially to the following effect: ‘Unless and
until it is exchanged in whole or in part for the individual Debt Securities
represented hereby, this Global Security may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary’ or such other legend as may then be required by the
Depositary for such Global Security or Securities.

     

     

    (b)
Notwithstanding any other provision of this Section 2.15 or of Section 2.07 to
the contrary, and subject to the provisions of paragraph (c) below, unless the
terms of a Global Security expressly permit such Global Security to be exchanged
in whole or in part for definitive Debt Securities in registered form, a Global
Security may be transferred, in whole but not in part and in the manner provided
in Section 2.07, only by the Depositary to a nominee of the Depositary for such
Global Security, or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary, or by the Depositary or a nominee of the Depositary
to a successor Depositary for such Global Security selected or approved by the
Company, or to a nominee of such successor Depositary.

     

     

    (c) (i)
If at any time the Depositary for a Global Security or Securities notifies the
Company that it is unwilling or unable to continue as Depositary for such Global
Security or Securities or if at any time the Depositary for the Debt Securities
for such series shall no longer be eligible or in good standing under the
Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation, the Company shall appoint a successor Depositary with respect to
such Global Security or Securities. If a successor Depositary for such Global
Security or Securities is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such ineligibility, the Company
will execute, and the Trustee or its agent, upon receipt of a written order of
the Company signed by its Chairman of the Board or its President or a Vice
President and by its Treasurer or its Controller or its Secretary or an
Assistant Treasurer or an Assistant Controller or an Assistant Secretary for the
authentication and delivery of individual Debt Securities of such series in
exchange for such Global Security, will authenticate and deliver, individual
Debt Securities of such series of like tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of the Global Security
in exchange for such Global Security or Securities.

     

     

    (ii) The
Company may at any time and in its sole discretion determine that the Debt
Securities of any series or portion thereof issued or issuable in the form of
one or more Global Securities shall no longer be represented by such Global
Security or Securities. In such event the Company will execute, and the Trustee,
upon receipt of a written order of the Company, signed by its Chairman of the
Board or any Vice Chairman or its President or a Vice President and by its
Treasurer or its Controller or its Secretary or an Assistant Treasurer or an
Assistant Controller or Assistant Secretary, for the authentication and delivery
of individual Debt Securities of such series in exchange in whole or in part for
such Global Security, will authenticate and deliver individual Debt Securities
of such series of like tenor and terms in definitive form in an aggregate
principal amount equal to the principal amount of such series or portion thereof
in exchange for such Global Security or Securities.

     

     

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    (iii) If
specified by the Company pursuant to Sections 2.01 and 2.03 with respect to Debt
Securities issued or issuable in the form of a Global Security, the Depositary
for such Global Security may surrender such Global Security in exchange in whole
or in part for individual Debt Securities of such series of like tenor and terms
in definitive form on such terms as are acceptable to the Company, the Trustee
and such Depositary. Thereupon the Company shall execute, and the Trustee or its
agent upon receipt of a written order by the Company, signed by its Chairman of
the Board or any Vice Chairman or its President or a Vice President and by its
Treasurer or its Controller or its Secretary or an Assistant Treasurer or an
Assistant Controller or Assistant Secretary, for the authentication and delivery
of definitive Debt Securities of such series shall authenticate and deliver,
without service charge, (1) to each person specified by such Depositary a new
Debt Security or Securities of the same series of like tenor and terms and of
any authorized denomination as requested by such person in aggregate principal
amount equal to and in exchange for such person’s beneficial interest in the
Global Security; and (2) to such Depositary a new Global Security of like tenor
and terms and in an authorized denomination equal to the difference, if any,
between the principal amount of the surrendered Global Security and the
aggregate principal amount of Debt Securities delivered to Holders
thereof.

     

     

    (iv) In
any exchange provided for in any of the preceding three paragraphs, the Company
will execute and the Trustee or its agent will authenticate and deliver
individual Debt Securities in definitive registered form in authorized
denominations. Upon the exchange of the entire principal amount of a Global
Security for individual Debt Securities, such Global Security shall be cancelled
by the Trustee or its agent. Except as provided in the preceding paragraph, Debt
Securities issued in exchange for a Global Security pursuant to this Section
shall be registered in such names and in such authorized denominations as the
Depositary for such Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee or the Registrar.
The Trustee or the Registrar shall deliver such Debt Securities to the Persons
in whose names such Debt Securities are so registered.

     

     

    Section
2.16. Medium-term
Securities. Notwithstanding any contrary provision herein, if all Debt
Securities of a series are not to be originally issued at one time, it shall not
be necessary for the Company to deliver to the Trustee an Officers’ Certificate,
resolutions of the Board of Directors, supplemental indenture Opinion of Counsel
or written order or any other document otherwise required pursuant to Sections
2.01, 2.03, 2.05 or 14.05 at or prior to the time of authentication of each Debt
Security of such series if such documents are delivered to the Trustee or its
agent at or prior to the authentication upon original issuance of the first such
Debt Security of such series to be issued; provided that any subsequent
request by the Company to the Trustee to authenticate Debt Securities of such
series upon original issuance shall constitute a representation and warranty by
the Company that as of the date of such request, the statements made in the
Officers’ Certificate delivered pursuant to Section 2.05 or 14.05 shall be true
and correct as if made on such date and that the Opinion of Counsel delivered at
or prior to such time of authentication of an original issuance of Debt
Securities shall specifically state that it shall relate to all subsequent
issuances of Debt Securities of such series that are identical to the Debt
Securities issued in the first issuance of Debt Securities of such
series.

     

     

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    A written
order of the Company signed by its Chairman of the Board or its President or a
Vice President and by its Treasurer or its Controller or its Secretary or an
Assistant Treasurer or an Assistant Controller or an Assistant Secretary,
delivered by the Company to the Trustee in the circumstances set forth in the
preceding paragraph may provide that Debt Securities which are the subject
thereof will be authenticated and delivered by the Trustee or its agent on
original issue from time to time upon the telephonic or written order of persons
designated in such written order (any such telephonic instructions to be
promptly confirmed in writing by such person) and that such persons are
authorized to determine, consistent with the Officers’ Certificate, supplemental
indenture or resolution of the Board of Directors relating to such written
order, such terms and conditions of said Securities as are specified in such
Officers’ Certificate, supplemental indenture or such resolution.

     

     

    ARTICLE
THREE

     

     

    REDEMPTION
OF DEBT SECURITIES.

     

     

    Section
3.01. Applicability of
Article. The provisions of this Article shall be applicable to the Debt
Securities of any series which are redeemable before their maturity except as
otherwise specified as contemplated by Section 2.03 for Debt Securities of such
series.

     

     

    Section
3.02. Notice of Redemption;
Selection of Debt Securities. In case the Company shall desire to
exercise the right to redeem all or, as the case may be, any part of the Debt
Securities of any series in accordance with their terms, a resolution of the
Board of Directors of the Company or s supplemental indenture, the Company shall
fix a date for redemption and shall mail or cause to be mailed a notice of such
redemption at least 30 and not more than 60 days prior to the date fixed for
redemption to the Holders of Debt Securities of such series so to be redeemed as
a whole or in part at their last addresses as the same appear on the Debt
Security Register. Such mailing shall be by first class mail. The notice if
mailed in the manner herein provided shall be conclusively presumed to have been
duly given, whether or not the Holder receives such notice. In any case, failure
to give such notice by mail or any defect in the notice to the Holder of any
Debt Security of a series designated for redemption as a whole or in part shall
not affect the validity of the proceedings for the redemption of any other Debt
Security of such series.

     

     

    Each such
notice of redemption shall specify the date fixed for redemption, the redemption
price at which Debt Securities of such series are to be redeemed, the place or
places of payment, that payment will be made upon presentation and surrender of
such Debt Securities, that any interest accrued to the date fixed for redemption
will be paid as specified in said notice, and that on and after said date any
interest thereon or on the portions thereof to be redeemed will cease to accrue.
If less than all the Debt Securities of a series are to be redeemed the notice
of redemption shall specify the numbers of the Debt Securities of that series to
be redeemed. In case any Debt Security of a series is to be redeemed in part
only, the notice of redemption shall state the portion of the principal amount
thereof to be redeemed and shall state that on and after the date fixed for
redemption, upon surrender of such Debt Security, a new Debt Security or Debt
Securities of that series in principal amount equal to the unredeemed portion
thereof will be issued.

     

     

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    At least
one business day prior to the redemption date specified in the notice of
redemption given as provided in this Section 3.02, the Company will deposit with
the Trustee or with one or more paying agents an amount of money sufficient to
redeem on the redemption date all the Debt Securities or portions thereof so
called for redemption at the appropriate redemption price, together with any
accrued interest to the date fixed for redemption.

     

     

    If less
than all the Debt Securities of like tenor and terms of a series are to be
redeemed the Company will give the Trustee notice not less than 60 days prior to
the redemption date as to the aggregate principal amount of Debt Securities to
be redeemed and the Trustee shall select, in such manner as in its sole
discretion it shall deem appropriate and fair, the Debt Securities of that
series or portions thereof (in multiples of $1,000, except as otherwise set
forth in the applicable form of Debt Security) to be redeemed. If less than all
the Debt Securities of unlike tenor and terms of a series are to be redeemed,
the particular Debt Securities to be redeemed shall be selected by the
Company.

     

     

    Section
3.03. Payment of Debt
Securities Called for Redemption. If notice of redemption has been given
as provided in Section 3.02, the Debt Securities or portions of Debt Securities
of the series with respect to which such notice has been given shall become due
and payable on the date and at the place or places stated in such notice at the
applicable redemption price, together with any interest accrued to the date
fixed for redemption, and on and after said date (unless the Company shall
default in the payment of such Debt Securities at the applicable redemption
price, together with any interest accrued to said date) any interest on the Debt
Securities or portions of Debt Securities of any series so called for redemption
shall cease to accrue. On presentation and surrender of such Debt Securities at
a place of payment in said notice specified, the said Debt Securities or the
specified portions thereof shall be paid and redeemed by the Company at the
applicable redemption price, together with any interest accrued thereon to the
date fixed for redemption.

     

     

    Upon
presentation of any Debt Security redeemed in part only, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder thereof, at
the expense of the Company, a new Debt Security or Debt Securities of such
series, of authorized denominations, in principal amount equal to the unredeemed
portion of the Debt Security so presented.

     

     

    Section
3.04. Mandatory and Optional
Sinking Funds. The minimum amount of any sinking fund payment provided
for by the terms of Debt Securities of any series, resolution of the Board of
Directors or a supplemental indenture is herein referred to as a “mandatory
sinking fund payment”, and any payment in excess of such minimum amount provided
for by the terms of Debt Securities of any series, resolution of the Board of
Directors or a supplemental indenture is herein referred to as an “optional
sinking fund payment”.

     

     

    In lieu
of making all or any part of any mandatory sinking fund payment with respect to
any Debt Securities of a series in cash, the Company may at its option (a)
deliver to the Trustee Debt Securities of that series theretofore purchased or
otherwise acquired by the Company, or (b) receive credit for the principal
amount of Debt Securities of that series which have been redeemed either at the
election of the Company pursuant to the terms of such Debt Securities or through
the application of permitted optional sinking fund payments pursuant to the
terms of such Debt Securities, resolution or supplemental indenture; provided
that such Debt Securities

     

     

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    have not
been previously so credited. Such Debt Securities shall be received and credited
for such purpose by the Trustee at the redemption price specified in such Debt
Securities, resolution or supplemental indenture for redemption through
operation of the sinking fund and the amount of such mandatory sinking fund
payment shall be reduced accordingly.

     

     

    Section
3.05. Redemption of Debt
Securities for Sinking Fund. Not less than 60 days prior to each sinking
fund payment date for any series of Debt Securities, the Company will deliver to
the Trustee an Officers’ Certificate of the Company specifying the amount of the
next ensuing sinking fund payment for that series pursuant to the terms of that
series, any resolution or supplemental indenture, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Debt Securities of that
series pursuant to this Section 3.05 (which Debt Securities, if not previously
redeemed, will accompany such certificate) and whether the Company intends to
exercise its right to make any permitted optional sinking fund payment with
respect to such series. Such certificate shall also state that no Event of
Default has occurred and is continuing with respect to such series. Such
certificate shall be irrevocable and upon its delivery the Company shall be
obligated to make the cash payment or payments therein referred to, if any, on
or before the next succeeding sinking fund payment date. Failure of the Company
to deliver such certificate (or to deliver the Debt Securities specified in this
paragraph) shall not constitute a default, but such failure shall require that
the sinking fund payment due on the next succeeding sinking fund payment date
for that series shall be paid entirely in cash and shall be sufficient to redeem
the principal amount of such Debt Securities subject to a mandatory sinking fund
payment without the option to deliver or credit Debt Securities as provided in
this Section 3.05 and without the right to make any optional sinking fund
payment, if any, with respect to such series.

     

     

    Any
sinking fund payment or payments (mandatory or optional) made in cash plus any
unused balance of any preceding sinking fund payments made in cash which shall
equal or exceed $100,000 (or a lesser sum if the Company shall so request) with
respect to the Debt Securities of any particular series shall be applied by the
Trustee on the sinking fund payment date on which such payment is made (or, if
such payment is made before a sinking fund payment date, on the sinking fund
payment date following the date of such payment) to the redemption of such Debt
Securities at the redemption price specified in such Debt Securities, resolution
or supplemental Indenture for operation of the sinking fund together with any
accrued interest to the date fixed for redemption. Any sinking fund moneys not
so applied or allocated by the Trustee to the redemption of Debt Securities
shall be added to the next cash sinking fund payment received by the Trustee for
such series and, together with such payment, shall be applied in accordance with
the provisions of this Section 3.05. Any and all sinking fund moneys with
respect to the Debt Securities of any particular series held by the Trustee on
the last sinking fund payment date with respect to Debt Securities of such
series and not held for the payment or redemption of particular Debt Securities
shall be applied by the Trustee, together with other moneys, if necessary, to be
deposited sufficient for the purpose, to the payment of the principal of the
Debt Securities of that series at maturity.

     

     

    The
Trustee shall select the Debt Securities to be redeemed upon such sinking fund
payment date in the manner specified in the last paragraph of Section 3.02 and
the Company shall cause notice of the redemption thereof to be given in the
manner provided in Section 3.02 except that the notice of redemption shall also
state that the Debt Securities are being redeemed

     

     

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    by
operation of the sinking fund. Such notice having been duly given, the
redemption of such Debt Securities shall be made upon the terms and in the
manner stated in Section 3.03.

     

     

    At least
one business day before each sinking fund payment date, the Company shall pay to
the Trustee in cash a sum equal to any interest accrued to the date fixed for
redemption of Debt Securities or portions thereof to be redeemed on such sinking
fund payment date pursuant to this Section 3.05.

     

     

    The
Trustee shall not redeem any Debt Securities of a series with sinking fund
moneys or mail any notice of redemption of such Debt Securities by operation of
the sinking fund for such series during the continuance of a default in payment
of interest on such Debt Securities or of any Event of Default (other than an
Event of Default occurring as a consequence of this paragraph) with respect to
such Debt Securities, except that if the notice of redemption of any such Debt
Securities shall theretofore have been mailed in accordance with the provisions
hereof, the Trustee shall redeem such Debt Securities if cash sufficient for
that purpose shall be deposited with the Trustee for that purpose in accordance
with the terms of this Article Three. Except as aforesaid, any moneys in the
sinking fund for such series at the time when any such default or Event of
Default shall occur and any moneys thereafter paid into such sinking fund shall,
during the continuance of such default or Event of Default, be held as security
for the payment of such Debt Securities, provided, however, that in case such
Event of Default or default shall have been cured or waived as provided herein,
such moneys shall thereafter be applied on the next sinking fund payment date
for such Debt Securities on which such moneys may be applied pursuant to the
provisions of this Section 3.05.

     

     

    ARTICLE
FOUR

     

     

    PARTICULAR
COVENANTS OF THE COMPANY.

     

     

    Section
4.01. Payment of Principal of
and Premium, if any, and Interest on Debt Securities. The Company, for
the benefit of each series of Debt Securities, will duly and punctually pay or
cause to be paid the principal of and premium, if any, and interest on each of
the Debt Securities at the place, at the respective times and in the manner
provided herein and in the Debt Securities. Each installment of interest on the
Debt Securities may at the Company’s option be paid by mailing checks for such
interest payable to the person entitled thereto pursuant to Section 2.07 to the
address of such person as it appears on the Debt Security Register.

     

     

    Section
4.02. Maintenance of Offices
or Agencies for Registration of Transfer, Exchange and Payment of Debt
Securities. As long as any of the Debt Securities remain outstanding, the
Company will maintain one or more offices or agencies in the Borough of
Manhattan, the City and State of New York, where the Debt Securities may be
presented for registration of transfer and exchange as in this Indenture
provided, where the Debt Securities may be presented for payment and where
notices and demands to or upon the Company in respect of the Debt Securities or
of this Indenture may be served. The Company initially appoints the Trustee such
office or agency. The Company will give to the Trustee notice of the location of
each such office or agency and of any change of location thereof. In case the
Company shall fail to maintain any such office or agency or shall fail to give
such notice of the location or of any change in the location thereof,
presentations, notices and demands may be

     

     

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    made at
the principal office of the Trustee in the Borough of Manhattan, the City and
State of New York.

     

     

    Section
4.03. Appointment to Fill a
Vacancy in the Office of Trustee. The Company, whenever necessary to
avoid or fill a vacancy in the office of Trustee, will appoint, in the manner
provided in Section 7.10, a Trustee, so that there shall at all times be a
Trustee hereunder with respect to each series of Debt Securities.

     

     

    Section
4.04. Duties of Paying Agents,
etc. (a) The Company shall cause each paying agent, if any, other than
the Trustee, to execute and deliver to the Trustee an instrument in which such
agent shall agree with the Trustee, subject to the provisions of this Section
4.04,

     

     

    (1) that
it will hold all sums held by it as such agent for the payment of the principal
of and premium, if any, or interest on the Debt Securities of any series
(whether such sums have been paid to it by the Company or by any other obligor
on the Debt Securities) in trust for the benefit of the Holders of the Debt
Securities of such series;

     

     

    (2) that
it will give the Trustee notice of any failure by the Company (or by any other
obligor on the Debt Securities) to make any payment of the principal of and
premium, if any, or interest on the Debt Securities of such series when the same
shall be due and payable; and

     

     

    (3) that
it will at any time during the continuance of an Event of Default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held by
it as such agent.

     

     

    (b) If
the Company shall act as its own paying agent, it will, on or before each due
date of the principal of and premium, if any, or interest on the Debt Securities
of any series, set aside, segregate and hold in trust for the benefit of the
Holders of the Debt Securities of such series a sum sufficient to pay such
principal and premium, if any, or interest so becoming due. The Company will
promptly notify the Trustee of any failure by the Company to take such action or
the failure by any other obligor on such Debt Securities to make any payment of
the principal of and premium, if any, or interest on such Debt Securities when
the same shall be due and payable.

     

     

    (c)
Anything in this Section 4.04 to the contrary notwithstanding, the Company may,
at any time, for the purpose of obtaining a satisfaction and discharge of this
Indenture, or for any other reason, pay or cause to be paid to the Trustee all
sums held in trust by it or any paying agent, as required by this Section 4.04,
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.

     

     

    (d)
Anything in this Section 4.04 to the contrary notwithstanding, the agreement to
hold sums in trust as provided in this Section 4.04 is subject to the provisions
of Sections 12.03 and 12.04.

     

     

    Section
4.05. Limitations on
Liens. (a) Nothing in this Indenture or in the Debt Securities shall in
any way restrict or prevent the Company or any Subsidiary from incurring any
indebtedness; provided that the Company covenants and agrees that neither it nor
any Restricted Subsidiary will issue, assume or guarantee any notes, bonds,
debentures or other similar evidences
of indebtedness for money borrowed (hereinafter called “Debt”) secured by a
mortgage, lien, pledge or other encumbrance (hereinafter called “Mortgages”)
upon any Principal Property, or upon any shares of stock of any Restricted
Subsidiary, without effectively providing that the Debt Securities (together
with, if the Company so determines, any other indebtedness or obligation then
existing and any other indebtedness or obligation, thereafter created, ranking
equally with or prior to the Debt Securities) shall be secured equally and
ratably with (or, at the option of the Company, prior to) such Debt so long as
such Debt shall be so secured, except that the foregoing provisions shall not
apply to:

     

     

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    (i)
Mortgages existing on the date of this Indenture;

     

     

    (ii)
Mortgages affecting property of a corporation existing at the same time it
becomes a Restricted Subsidiary or at the time it is merged into or consolidated
with the Company or a Restricted Subsidiary;

     

     

    (iii)
Mortgages (i) on property existing at the time of acquisition thereof, or (ii)
to secure payment of all or part of the purchase price thereof, or (iii) to
secure Debt incurred prior to, at the time of or within 24 months after
acquisition thereof for the purposes of financing all or part of the purchase
price thereof, or (iv) assumed or incurred in connection with the acquisition of
property;

     

     

    (iv)
Mortgages on property to secure all or part of the cost of repairing, altering,
constructing, improving, exploring, drilling or developing such property, or to
secure Debt incurred to provide funds for any such purpose;

     

     

    (v)
Mortgages in connection with non-recourse Debt;

     

     

    (vi)
Mortgages on current assets or other personal property (other than shares of
stock or indebtedness of Subsidiaries) to secure loans maturing not more than
one year from the date of the creation thereof or to secure any renewal thereof
for not more than one year at any one time;

     

     

    (vii)
Mortgages which secure indebtedness owing by a Restricted Subsidiary to the
Company or a Subsidiary;

     

     

    (viii)
Mortgages on property of any Restricted Subsidiary principally engaged in a
financing or leasing business;

     

     

    (ix)
Mortgages incurred which do not in the aggregate materially detract from the
value of the property or assets affected thereby or materially impair the use of
such property or assets in the operation of its business;

     

     

    (x) any
extension, renewal or replacement (or successive extensions, renewals or
replacements), in whole or in part, of any Mortgage referred to in the foregoing
or of any Debt secured thereby, provided that the principal amount of Debt
secured thereby shall not, with respect to Mortgages referred to in clauses (i)
through (iv) above, exceed the principal amount of Debt so secured at the time
of such extension, renewal or replacement, and that such extension, renewal or
replacement Mortgage shall be limited to all or
part of substantially the same property which secured the Mortgage extended,
renewed or replaced (plus improvements on such property).

     

     

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    (b)
Notwithstanding the foregoing provisions of this Section, the Company and any
one or more Restricted Subsidiaries may issue, assume or guarantee Debt secured
by Mortgages which would not be permitted under Section 4.05(a) in an aggregate
principal amount which, together with (i) the aggregate outstanding principal
amount of all other Debt of the Company and its Restricted Subsidiaries which
would not be permitted under Section 4.05(a) and (ii) the Attributable Debt in
respect of Sale and Lease-Back Transactions existing at such time (other than
Sale and Lease-Back Transactions in which the property involved would have been
permitted to be mortgaged under Section 4.05(a) or the proceeds of which have
been applied in accordance with Section 4.06(a)(ii)), does not at the time of
the issuance, assumption or guarantee of such Debt exceed 10% of Consolidated
Net Tangible Assets.

     

     

    (c) For
the purposes of Section 4.05 and 4.06,

     

     

    (1) the
following types of transactions, among others, shall not be deemed to create
Debt secured by a Mortgage:

     

     

    (a) the
sale or other transfer of (i) any minerals in place for a period of time until,
or in an amount such that, the purchaser will realize therefrom a specified
amount or money (however determined) or a specified amount of such minerals, or
(ii) any other interest in property of the character commonly referred to as a
“production payment”; and

     

     

    (b) a
Mortgage in favor of the United States of America, any of its territories or
possessions, or any state thereof, or any department, agency, instrumentality or
political subdivision of any thereof, or any department, agency or
instrumentality of any such political subdivision, to secure partial progress,
advance or other payments pursuant to any contract or statute or to secure any
indebtedness incurred for the purpose of financing all or any part of the
purchase price or the cost of constructing or improving the property subject to
such Mortgage;

     

     

    (2) the
term “Attributable Debt” shall mean, as of any particular time, the present
value, discounted at a rate per annum equal to the weighted average of the
interest rate(s) borne by the Debt Securities or, in the case of Original Issue
Discount Debt Securities, the Yield(s) to Maturity, compounded semi-annually, of
the obligation of a lessee for rental payments (not including amounts payable by
the lessee for maintenance, property taxes and insurance) during the remaining
term of any lease (including any period for which such lease has been extended
or may, at the option of the lessor, be extended);

     

     

    (3) the
term “Consolidated Net Tangible Assets” shall mean the total amount of assets
after deducting therefrom (a) all current liabilities excluding any thereof
which are by their terms extendible or renewable at the option of the obligor
thereon to a time more than 12 months after the time as of which the amount
thereof is being computed), and (b) unamortized Debt discount and expense,
goodwill, trademarks, brand names, patents

     

     

    21

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

     

    and other
intangible assets, all as shown on the latest audited consolidated financial
statements of the Company at the time of the determination;

     

     

    (4) the
term “Principal Property” shall mean any property or plant of the Company or any
Restricted Subsidiary primarily used for the manufacture of products and located
within the United States of America or its territories or possessions except any
such property or plant which the Board of Directors by resolution declares is
not of material importance to the total business conducted by the Company and
its Subsidiaries as an entity; and

     

     

    (5) the
term “Restricted Subsidiary” shall mean (i) any Subsidiary which owns or leases,
directly or indirectly, a Principal Property and (ii) any Subsidiary which owns,
directly or indirectly, stock or indebtedness of a Restricted Subsidiary, provided, however, that the term
“Restricted Subsidiary” shall not mean any Subsidiary (x) engaged primarily in
financing receivables, making loans, extending credit or other activities of a
character conducted by a finance company or (y) which conducts substantially all
of its business outside the United States of America and its territories or
possessions or the principal assets of which are stock or indebtedness of
corporations which conduct substantially all of their business outside the
United States of America and its territories or possessions.

     

     

    Section
4.06. Limitation on Sale and
Lease-Back. (a) The Company will not, nor will it permit any Restricted
Subsidiary to, enter into any arrangement with any person providing for the
leasing by the Company or a Restricted Subsidiary of any Principal Property
(except for temporary leases for a term of not more than three years or between
the Company or a Subsidiary and a Restricted Subsidiary), title to which
property has been or is to be sold or transferred by the Company or such
Restricted Subsidiary to such person (herein referred to as a “Sale and
Lease-Back Transaction”), unless the proceeds of such sale or transfer are at
least equal to the fair value (as determined by the Board of Directors) of such
property and either (i) the Company or such Restricted Subsidiary would be
entitled to incur, assume or guarantee Debt secured by a Mortgage on the
Principal Property to be leased without equally and ratably securing the Debt
Securities pursuant to Section 4.05(a) or (ii) the Company shall, and in any
such case the Company covenants that it will, apply an amount equal to the fair
value (as determined by the Board of Directors) of the property so leased to the
retirement (other than any mandatory retirement), within 90 days of the
effective date of any such Sale and Lease-Back Transaction, of Debt of the
Company or any Restricted Subsidiary which by its terms matures at, or is
extendible or renewable at the option of the obligor to, a date more than twelve
months after the date of the creation of such Debt and which ranks prior to or
on a parity with the Debt Securities; provided, however, that the term Sale
and Lease-Back Transaction shall not include any arrangement with the United
States of America, any of its territories or possessions, or any state thereof,
or any department, agency, instrumentality or political subdivision of any
thereof, or any department, agency or instrumentality of any such political
subdivision, entered into for the purpose of financing all or any part of the
purchase price or the cost of constructing or improving the property subject to
such arrangement.

     

     

    (b)
Notwithstanding the provisions of the preceding paragraph (a), the Company or
any Restricted Subsidiary may enter into any Sale and Lease-Back Transaction
which would

     

     

    22

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

     

    otherwise
be subject to the foregoing restrictions if the amount of the Attributable Debt
in respect of Sale and Lease-Back Transactions for such transaction, together
with (a) the aggregate outstanding principal amount of all Debt of the Company
and its Restricted Subsidiaries secured by Mortgages upon Principal Property or
shares of stock of any Restricted Subsidiary which such Debt would not otherwise
be permitted under Section 4.05(a) and (b) all other Attributable Debt in
respect of Sale and Lease-Back Transactions existing at such time (other than
Sale and LeaseBack Transactions in which the property involved would have been
permitted to be mortgaged under Section 4.05(a) or the proceeds of which have
been applied in accordance with clause (ii) of the preceding paragraph (a)),
does not at the time exceed 10% of Consolidated Net Tangible
Assets.

     

     

    Section
4.07. Statement by Officers as
to Default. The Company will deliver to the Trustee, on or before a date
not more than four months after the end of each fiscal year of the Company
ending after the date hereof, a certificate signed by the principal executive
officer, the principal financial officer or the principal accounting officer
stating, as to such officer signing such certificate, whether or not to the best
of his knowledge the Company is in compliance with the performance and
observance of any of the terms, provisions and conditions hereof and, if the
Company shall be in default, specifying all such defaults and the nature thereof
of which he may have knowledge.

     

     

    Section
4.08. Further Instruments and
Acts. The Company will, upon request of the Trustee, execute and deliver
such further instruments and do such further acts as may reasonably be necessary
or proper to carry out more effectually the purposes of this
Indenture.

     

     

    ARTICLE
FIVE

     

     

    HOLDERS’
LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE.

     

     

    Section
5.01. Company to Furnish
Trustee Information as to Names and Addresses of Holders. The Company
covenants and agrees that it will furnish or cause to be furnished to the
Trustee with respect to the Debt Securities of each series:

     

     

    (a)
semiannually, not more than 15 days after each record date with respect to the
payment of interest, if any, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders as of such record 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 contents
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 shall be the Registrar, such lists shall not be required to be
furnished.

     

     

    Section
5.02. Preservation of
Information; Communications to Holders. (a) The Trustee shall preserve,
in as current a form as is reasonably practicable, all information as to the
names and addresses of the Holders (1) contained in the most recent list
furnished to it as provided in Section 5.01 or (2) received by it in the
capacity of paying agent or Registrar (if so acting) hereunder.

     

     

    23

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

     

    The
Trustee may destroy any list furnished to it as provided in Section 5.01 upon
receipt of a new list so furnished.

     

     

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

     

     

    (1)
afford such applicants access to the information preserved at the time by the
Trustee in accordance with the provisions of subsection (a) of this Section
5.02, or

     

     

    (2)
inform such applicants as to the approximate number of Holders of Debt
Securities of such series or all Debt Securities whose names and addresses
appear in the information preserved at the time by the Trustee, in accordance
with the provisions of subsection (a) of this Section 5.02, and as to the
approximate cost of mailing to such Holders the form of proxy or other
communication, if any, specified in such application.

     

     

    If the
Trustee shall elect not to afford such applicants access to such information,
the Trustee shall, upon the written request of such applicants, mail to each
Holder of a Debt Security of such series or all Debt Securities whose name and
address appears in the information preserved at the time by the Trustee in
accordance with the provisions of subsection (a) of this Section 5.02, a copy of
the form of proxy or other communication which is specified in such request,
with reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment, of the reasonable expenses
of mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the Securities and Exchange Commission, together
with a copy of the material to be mailed, a written statement to the effect
that, in the opinion of the Trustee, such mailing would be contrary to the best
interests of the Holders of Debt Securities of such series or all Debt
Securities or would be in violation of applicable law. Such written statement
shall specify the basis of such opinion. If said Commission, after opportunity
for a hearing upon the objections specified in the written statement so filed,
shall enter an order refusing to sustain any of such objections or if, after the
entry of any order sustaining one or more of such objections, said Commission
shall find, after notice and opportunity for hearing, that all the objections so
sustained have been met and shall enter an order so declaring, the Trustee shall
mail copies of such material to all such Holders with reasonable promptness
after the entry of such order and the renewal of such tender; otherwise the
Trustee shall be relieved of any obligation or duty to such applicants
respecting their application.

     

     

    (c) Each
and every Holder, by receiving and holding the same, agrees with the Company and
the Trustee that neither the Company nor the Trustee nor any Registrar nor any
paying agent shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders in accordance with the
provisions of subsection (b) of this Section 5.02, regardless of the source from
which such information was derived, and that the Trustee shall not

     

     

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    be held
accountable by reason of mailing any material pursuant to a request made under
said subsection (b).

     

     

    Section
5.03. Reports by
Company. (a) The Company covenants and agrees to file with the Trustee,
within 15 days after the Company is required to file the same with the
Securities and Exchange Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as said Commission may from time to time by rules and regulations
prescribe) which the Company may be required to file with said Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934;
or, if the Company is not required to file information, documents or reports
pursuant to either of such Sections, then to file with the Trustee and said
Commission, in accordance with rules and regulations prescribed from time to
time by said Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Securities Exchange Act of 1934 in respect of a security listed and registered
on a national securities exchange as may be prescribed from time to time in such
rules and regulations.

     

     

    (b) The
Company covenants and agrees to file with the Trustee and the Securities and
Exchange Commission, in accordance with the rules and regulations prescribed
from time to time by said Commission, such additional information, documents,
and reports with respect to compliance by the Company with the conditions and
covenants provided for in this Indenture as may be required from time to time by
such rules and regulations.

     

     

    (c) The
Company covenants and agrees to transmit to the Holders within 30 days after the
filing thereof with the Trustee such summaries of any information, documents and
reports required to be filed by the Company pursuant to subsections (a) and (b)
of this Section 5.03 as may be required by rules and regulations prescribed from
time to time by the Securities and Exchange Commission.

     

     

    Section
5.04. Reports by
Trustee. (a) Within 60 days after May 15 in each year, the Trustee shall
transmit by mail to all Holders, as their names and addresses appear in the Debt
Security Register, a brief report dated as of such May 15, in accordance with,
and to the extent required under, Section 313(a) of the Trust Indenture Act of
1939.

     

     

    (b) A
copy of each such report shall, at the time of such transmission to Holders, be
filed by the Trustee with each stock exchange upon which the Debt Securities are
listed and also with the Securities and Exchange Commission. The Company agrees
to notify the Trustee when and as the Debt Securities become listed on any stock
exchange.

     

     

    Section
5.05. Record Dates for Action
by Holders. If the Company shall solicit from the holders of Debt
Securities of any series any action (including the making of any demand or
request, the giving of any direction, notice, consent or waiver or the taking of
any other action), the Company may, at its option, by resolution of its Board of
Directors, fix in advance a record date for the determination of Holders of Debt
Securities entitled to take such action, but the Company shall have no
obligation to do so. Any such record date shall be fixed at the Company’s
discretion. If such a record date is fixed, such action may be sought or given
before or after the record date, but only the Holders of Debt Securities of
record at the close of business on such record date shall be deemed to be
Holders of Debt Securities for the purpose of determining

     

     

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    whether
Holders of the requisite proportion of Debt Securities of such series
Outstanding have authorized or agreed or consented to such action, and for that
purpose the Debt Securities of such series Outstanding shall be computed as of
such record date.

     

     

    ARTICLE
SIX

     

     

    REMEDIES
OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT.

     

     

    Section
6.01. Events of
Default. In case one or more of the following Events of Default shall
have occurred and be continuing with respect to Debt Securities of any series,
that is to say:

     

     

    (a)
default in the payment of any installment of interest upon any Debt Securities
of that series as and when the same shall become due and payable, and
continuance of such default for a period of 30 days; or

     

     

    (b)
default in the payment of the principal of and premium, if any, on any Debt
Securities of that series as and when the same shall become due and payable
either at maturity except maturity arising from a call for redemption through
operation of the sinking fund, upon redemption, by declaration or otherwise,
other than any sinking fund installment; or

     

     

    (c)
default in the payment of any sinking fund installment on any Debt Securities of
that series as and when the same shall become due and payable, and continuance
of such default for a period of 30 days; or

     

     

    (d)
failure on the part of the Company duly to observe or perform any other of the
covenants or agreements on the part of the Company in the Debt Securities, in
any resolution of the Board of Directors authorizing the issuance of a series of
Debt Securities, in this Indenture or in any supplemental indenture, continuing
for a period of 60 days after the date on which written notice specifying such
failure and requiring the Company to remedy the same shall have been given to
the Company by the Trustee, or to the Company and the Trustee by the Holders of
at least 25 per cent in aggregate principal amount of the Debt Securities at the
time Outstanding; or

     

     

    (e) the
Company shall (i) voluntarily commence any proceeding or file any petition
seeking relief under Title 11 of the United States Code or any other Federal or
state bankruptcy, insolvency or similar law, (ii) consent to the institution of,
or fail to controvert in a timely and appropriate manner, any such proceeding or
the filing of any such petition, (iii) apply for or consent to the appointment
of a receiver, trustee, custodian, sequestrator or similar official for the
Company or for a substantial part of its property, (iv) file an answer admitting
the material allegations of a petition filed against it in any such proceeding,
(v) make a general assignment for the benefit of creditors, (vi) admit in
writing its inability or fail generally to pay its debts as they become due or
(vii) take corporate action for the purpose of effecting any of the foregoing,
or

     

     

    (f) the
entry of an order or decree by a court having competent jurisdiction in the
premises for (i) relief in respect of the Company or a substantial part of its
property, under Title 11 of the United States Code or any other Federal or state
bankruptcy, insolvency or similar law, (ii) the appointment of a receiver,
trustee, custodian,

     

     

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    sequestrator
or similar official for the Company or for a substantial part of its property or
(iii) the winding-up or liquidation of the Company; and such order or decree
shall continue unstayed and in effect for 60 days;

     

     

    then and
in each and every case that an Event of Default described in clauses (a), (b) or
(c) or established pursuant to Section 2.03 with respect to Debt Securities of
any series at the time Outstanding occurs and is continuing, unless the
principal of all the Debt Securities of such series shall have already become
due and payable, either the Trustee or the Holders of not less than 25 per cent
in aggregate principal amount of the Debt Securities of such series than
Outstanding hereunder, by notice in writing to the Company (and to the Trustee
if given by Holders), may declare the principal amount (or, if the Debt
Securities of that series are Original Issue Discount Debt Securities, such
portion of the principal amount as may be specified in the terms of that series)
of all the Debt Securities of such series to be due and payable immediately, and
upon any such declaration the same shall become and shall be immediately due and
payable, anything in this Indenture or in the Debt Securities of such series
contained to the contrary notwithstanding. If an Event of Default described in
clause (d), (e) or (f) occurs and is continuing, then and in each and every such
case, unless the principal of all the Debt Securities shall have already become
due and payable, either the Trustee or the Holders of not less than 25 per cent
in aggregate principal amount of all the Debt Securities then Outstanding
hereunder, by notice in writing to the Company (and to the Trustee if given by
Holders), may declare the principal amount (or, if any Debt Securities are
Original Issue Discount Debt Securities, such portion of the principal amount as
may be specified in the terms thereof) of all the Debt Securities then
Outstanding hereunder to be due and payable immediately, and upon any such
declaration the same shall become and shall be immediately due and payable,
anything in this Indenture or in the Debt Securities contained to the contrary
notwithstanding. The foregoing provisions are, however, subject to the condition
that if, at any time after the principal amount (or, if the Debt Securities of
that series are Original Issue Discount Debt Securities, such portion of the
principal amount as may be specified in the terms of that series) of the Debt
Securities of any series (or of all the Debt Securities, as the case may be)
shall have been so declared due and payable, and before any judgment or decree
for the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the Company shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured installments of interest upon all the Debt
Securities of such series (or of all the Debt Securities, as the case may be)
and the principal of and premium, if any, on any and all Debt Securities of such
series (or of all the Debt Securities, as the case may be) which shall have
become due otherwise than by acceleration (with interest on overdue installments
of interest, to the extent that payment of such interest is enforceable under
applicable law, and on such principal and premium, if any, at the rate of
interest or Yield to Maturity (in the case of Original Issue Discount Debt
Securities) borne by the Debt Securities of such series (or at the rates of
interest or Yields to Maturity of all the Debt Securities, as the case may be),
to the date of such payment or deposit) and the reasonable expenses of the
Trustee, and any and all defaults under this Indenture, other than the
nonpayment of principal of or premium, if any, or accrued interest on Debt
Securities of such series (or of all the Debt Securities, as the case may be)
which shall have become due by acceleration shall have been remedied—then and in
every such case the Holders of a majority in aggregate principal amount of the
Debt Securities of such series (or of all the Debt Securities, as the case may
be) then Outstanding, by written notice to the Company and to the Trustee, may
waive all defaults with respect to such series (or with respect to all Debt
Securities, as the case may be) and rescind and annul such
declaration

     

     

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    and its
consequences; but no such waiver or rescission and annulment shall extend or
shall, affect any subsequent default, or shall impair any right consequent
thereon.

     

     

    In case
the Trustee shall have proceeded to enforce any right under this Indenture and
such proceedings shall have been discontinued or abandoned because of such
rescission or annulment or for any other reason or shall have been determined
adversely to the Trustee, then and in every such case the Company and the
Trustee shall be restored respectively to their several positions and rights
hereunder, and all rights, remedies and powers of the Company and the Trustee
shall continue as though no such proceeding had been taken.

     

     

    Section
6.02. Collection of
Indebtedness by Trustee, etc. The Company covenants that (1) in case
default shall be made in the payment of any installment of interest on any of
the Debt Securities of any series, as and when the same shall become due and
payable, and such default shall have continued for a period of 30 days, or (2)
in case default shall be made in the payment of the principal of and premium, if
any, on the Debt Securities of any series as and when the same shall have become
due and payable, whether at maturity of the Debt Securities of that series or
upon redemption or by declaration or otherwise—then, upon demand of the Trustee,
the Company will pay to the Trustee, for the benefit of the Holders of the Debt
Securities of that series, the whole amount that then shall have become due and
payable on all such Debt Securities of that series for principal and premium. if
any, or interest, or both, as the case may be, with interest upon the overdue
principal and premium, if any, and (to the extent that payment of such interest
is enforceable under applicable law) upon overdue installments of interest at
the rate or Yield to Maturity (in the case of Original Issue Discount Debt
Securities) borne by the Debt Securities of that series; and, in addition
thereto, such further amount as shall be sufficient to cover reasonable
compensation to the Trustee, its agents, attorneys and counsel, and all other
expenses and liabilities incurred, and all advances made, by the Trustee except
as a result of its negligence or bad faith.

     

     

    In case
the Company shall fail forthwith to pay such amounts upon such demand, the
Trustee, in its own name and as trustee of an express trust, shall be entitled
and empowered to institute any action or proceedings at law or in equity for the
collection of the sums so due and unpaid, and may prosecute any such action or
proceedings to judgment or final decree, and may enforce any such judgment or
final decree against the Company or any other obligor upon such Debt Securities
(and collect in the manner provided by law out of the property of the Company or
any other obligor upon such Debt Securities) wherever situated the moneys
adjudged or decreed to be payable.

     

     

    In case
there shall be pending proceedings for the bankruptcy or for the reorganization
of the Company or any other obligor upon the Debt Securities of any series under
Title 11 of the United States Code or any other Federal or state bankruptcy,
insolvency or similar law, or in case of a receiver, trustee or other similar
official, shall have been appointed for its property, or in case of any other
similar judicial proceedings relative to the Company or any other obligor upon
the Debt Securities of any series, its creditors or its property, the Trustee,
irrespective of whether the principal of Debt Securities of any series shall
then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand pursuant to the
provisions of this Section 6.02, shall be entitled and empowered, by
intervention in such proceedings or otherwise, to file and prove a claim or
claims for the whole

     

     

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    amount of
principal and premium, if any. and interest (or, if the Debt Securities of that
series are Original Issue Discount Debt Securities, such portion of the
principal amount as may be specified in the, terms of that series) owing and
unpaid in respect of the Debt Securities, of any series, 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 reasonable compensation to the Trustee,
its agents, attorneys and counsel, and for reimbursement of all expenses and
liabilities incurred, and all advances made, by the Trustee except as a result
of its negligence or bad faith) and of the Holders allowed in any such judicial
proceedings relative to the Company, or any other obligor upon the Debt
Securities of any series, its creditors or its property, and to collect and
receive any moneys or other property payable or deliverable on any such claims,
and to distribute all amounts received with respect to the claims of the Holders
and of the Trustee on their behalf; and any receiver, assignee or trustee in
bankruptcy or reorganization is hereby authorized by each of the Holders to make
payments to the Trustee, and, in the event that the Trustee shall consent to the
making of payments directly to the Holders, to pay to the Trustee such amount as
shall be sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, all other expenses and liabilities incurred, and all
advances made, by the Trustee except as a result of its negligence or bad faith
and any other amounts due the Trustee under Section 7.06.

     

     

    All
rights of action and of asserting claims under this Indenture, or under any of
the Debt Securities, may be enforced by the Trustee without the possession of
any of the Debt Securities, or the production thereof on any trial or other
proceedings relative thereto, and any such action or proceedings instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment (except for any amounts payable to the Trustee pursuant
to Section 7.06) shall be for the ratable benefit of the holders of all the Debt
Securities in respect of which such action was taken.

     

     

    Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Debt
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.

     

     

    In case
of an Event of Default hereunder the Trustee may in its discretion proceed to
protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or bylaw.

     

     

    Section
6.03. Application of Moneys
Collected by Trustee. Any moneys collected by the Trustee, pursuant to
Section 6.02, shall be applied in the order following, at the date or dates
fixed by the Trustee for the distribution of such moneys, upon presentation of
the several Debt Securities in respect of which moneys have been collected, and
the notation thereon of the payment, if only partially paid, and upon surrender
thereof if fully paid:

     

     

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    FIRST: To
the payment of all moneys due the Trustee pursuant to Section 7.06
hereof;

     

     

    SECOND:
In case the principal of the Outstanding Debt Securities in respect of which
such moneys have been collected shall not have become due, to the payment of
interest on the Debt Securities of that series in the order of the maturity of
the installments of such interest, with interest (to the extent that such
interest has been collected by the Trustee) upon the overdue installments of
interest at the rate or Yield to Maturity (in the case of Original Issue
Discount Debt Securities) borne by the Debt Securities of that series, such
payments to be made ratably to the persons entitled thereto, without
discrimination or preference;

     

     

    THIRD: In
case the principal of the Outstanding Debt Securities in respect of which such
moneys have been collected shall have become due, by declaration or otherwise,
to the payment of the whole amount then owing and unpaid upon the Debt
Securities of that series for principal and premium, if any. and interest, with
interest on the overdue principal and premium, if any, and (to the extent that
such interest has been collected by the Trustee) upon overdue installments of
interest at the rate or Yield to Maturity (in the case of Original Issue
Discount Debt Securities) borne by the Debt Securities of that series; and in
case such moneys shall be insufficient to pay in full the whole amount so due
and unpaid upon the Debt Securities of that series, then to the payment of such
principal and premium, if any, and interest, without preference or priority of
principal and premium, if any, over interest, or of interest over principal and
premium, if any, or of any installment of interest over any other installment of
interest, or of any Debt Security of that series over any Security of that
series, ratably to the aggregate of such principal and premium, if any, and
accrued and unpaid interest; and

     

     

    FOURTH:
The remainder, if any, shall be paid to the Company, its successors or assigns,
or to whomsoever may be lawfully entitled to receive the same, or as a court of
competent jurisdiction may direct.

     

     

    Section
6.04. Limitation on Suits by
Holders. No Holder of any Debt Security of any series shall have any
right by virtue or by availing of any provision of this Indenture to institute
any action or proceeding at law or in equity or in bankruptcy or otherwise, upon
or under or with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless such Holder previously
shall have given to the Trustee written notice of an Event of Default and of the
continuance thereof and unless the Holders of not less than twenty-five percent
in aggregate principal amount of the outstanding Debt Securities of that series,
or, in the case of any Event of Default described in clause (d), (e) or (f) of
Section 6.01, twenty-five percent in aggregate principal amount of all Debt
Securities then Outstanding, shall have made written request upon the Trustee to
institute such action or proceedings in its own name as Trustee hereunder and
shall have offered to the Trustee such reasonable indemnity as it may require
against the costs, expenses and liabilities to be incurred therein or thereby,
and the Trustee, for 60 days after its receipt of such notice, request and offer
of indemnity shall have failed to institute any such action or proceedings and
no direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 6.06; it being understood and intended, and being
expressly covenanted by the Holder of every Debt Security with every
other

     

     

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    Holder
and the Trustee, that no one or more Holders shall have any right in any manner
whatever by virtue or by availing of any provision of this Indenture to affect,
disturb or prejudice the rights of any Holders, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Indenture, except in the manner herein provided and for the equal,
ratable and common benefit of all such Holders. For the protection and
enforcement of the provisions of this Section 6.04, each and every Holder and
the Trustee shall be entitled to such relief as can be given either at law or in
equity.

     

     

    Notwithstanding
any other provision in this Indenture, however, the right of any Holder of any
Debt Security to receive payment of the principal of and premium, if any, and
interest on such Debt Security, on or after the respective due dates expressed
in such Debt Security, and to institute suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected
without the consent of such Holder.

     

     

    Section
6.05. Remedies Cumulative;
Delay or Omission in Exercise of Rights Not a Waiver of Default. All
powers and remedies given by this Article Six to the Trustee or to the Holders
shall, to the extent permitted by law, be deemed cumulative and not exclusive of
any thereof or of any other powers and remedies available to the Trustee or the
Holders, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture, and no
delay or omission of the Trustee or of any Holder to exercise any right or power
accruing upon any default occurring and continuing as aforesaid, shall impair
any such right or power, or shall be construed to be a waiver of any such
default or an acquiescence therein; and, subject to the provisions of Section
6.04, every power and remedy given by this Article Six or by law to the Trustee
or to the Holders may be exercised from time to time, and as often as shall be
deemed expedient, by the Trustee or by the Holders.

     

     

    Section
6.06. Rights of Holders of
Majority in Principal Amount of Debt Securities to Direct Trustee and to Waive
Default. The Holders of a majority in aggregate principal amount of the
Debt Securities at the time Outstanding 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; provided, however, that such direction
shall not be otherwise than in accordance with law and the provisions of this
Indenture, and that subject to the provisions of Section 7.01, the Trustee shall
have the right to decline to follow any such direction if the Trustee being
advised by counsel shall determine that the action so directed may not lawfully
be taken, or if the Trustee shall by a responsible officer or officers determine
that the action so directed would involve it in personal liability or would be
unjustly prejudicial to Holders of Debt Securities not taking part in such
direction; and provided
further, that nothing in this Indenture contained shall impair the right
of the Trustee to take any action deemed proper by the Trustee and which is not
inconsistent with such direction by the Holders. Prior to the declaration of the
maturity of the Debt Securities of any series, or of all the Debt Securities, as
the case may be, as provided in Section 6.01, the Holders of a majority in
aggregate principal amount of the Debt Securities of that series at the time
Outstanding may on behalf of the Holders of all of the Debt Securities of that
series waive any past default or Event of Default described in clause (a), (b)
or (c) of Section 6.01, or any other Event of Default for that series specified
in the terms thereof as contemplated by Section 2.03 (or in the case of an event
specified in clause (d), (e) or (f) of Section 6.01, the Holders of a majority
in aggregate principal amount of all the Debt Securities then Outstanding may
waive any such default or Event of Default), and its

     

     

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    consequences,
except a default in the payment of the principal of and premium, if any, or
interest on any of the Debt Securities. In case of any such waiver, the Company,
the Trustee and the Holders of the Debt Securities of that series, or of all the
Debt Securities, as the case may be, shall be restored to their former positions
and rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

     

     

    Section
6.07. Trustee to Give Notice
of Defaults Known to It, but May Withhold Such Notice in Certain
Circumstances. The Trustee shall, within 90 days after the occurrence of
a default with respect to a series of Debt Securities, give to the Holders
thereof, in the manner provided in subsection (c) of Section 5.04, notice of all
defaults with respect to such series known to the Trustee, unless such defaults
shall have been cured before the giving of such notice (the term “‘default” or
“defaults” for the purposes of this Section 6.07 being hereby defined to be any
event or events, as the case may be, specified in clauses (a), (b), (c), (d),
(e) and (f) of Section 6.01, or in the terms of any Debt Securities pursuant to
Section 2.03, not including periods of grace, if any, provided for therein and
irrespective of the giving of the written notice specified in clause (d) of
Section 6.01); provided
that, except in the case of default in the payment of the principal of or
premium, if any, or interest on any of the Debt Securities of such series or in
the making of any sinking fund payment with respect to such series, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee, or a trust committee of directors and/or
responsible officers, of the Trustee in good faith determine that the
withholding of such notice is in the interests of the Holders.

     

     

    Section
6.08. Requirement of an
Undertaking to Pay Costs in Certain Suits under the Indenture or Against the
Trustee. All parties to this Indenture agree, and each Holder of any Debt
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 or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 6.08 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than ten percent in principal amount of the Outstanding Debt
Securities of that series (or, in the case of any suit relating to or arising
under clause (d), (e) or (f) of Section 6.01, ten percent in principal amount of
the Outstanding Debt Securities), 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 Debt Security, on or after the due date expressed in such Debt
Security.

     

     

    ARTICLE
SEVEN

     

     

    CONCERNING
THE TRUSTEE.

     

     

    Section
7.01. Certain Duties and
Responsibilities. The Trustee, prior to the occurrence of an Event of
Default and after the curing or waiving of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default has
occurred (which has not been cured or waived) the Trustee shall exercise such of
the rights and powers vested in it by this Indenture, and use the

     

     

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    same
degree of care and skill in their exercise, as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs.

     

     

    No
provision of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act, or its
own wilful misconduct, except that:

     

     

    (a) prior
to the occurrence of an Event of Default with respect to the Debt Securities of
a series and after the curing or waiving of all Events of Default with respect
to such series which may have occurred:

     

     

    (1) the
duties and obligations of the Trustee with respect to Debt Securities of a
series shall be determined solely by the express provisions of this Indenture,
and the Trustee shall not be liable except for the performance of such duties
and obligations with respect to such series as are specifically set forth in
this Indenture, and no implied covenants or obligations with respect to such
series shall be read into this Indenture against the Trustee;

     

     

    (2) in
the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture; but in the case of
any such certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they conform to the requirements of
this Indenture;

     

     

    (b) the
Trustee shall not be liable for an error of judgment made in good faith by a
responsible officer, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts; and

     

     

    (c) the
Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Holders of not
less than a majority in aggregate principal amount of the Outstanding Debt
Securities relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee, under this Indenture.

     

     

    None of
the provisions of this Indenture shall require the Trustee to expend or risk its
own funds or otherwise incur any personal financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or
powers, if there shall be reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.

     

     

    Section
7.02. Certain Rights of
Trustee. Except as otherwise provided in Section 7.01:

     

     

    (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,

     

     

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    direction,
consent, order, bond, debenture, note 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, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by an instrument signed in the name of the Company by the
Chairman of the Board or the President or a Vice President and the Secretary or
an Assistant Secretary or the Treasurer or an Assistant Treasurer or the
Comptroller or an Assistant Comptroller (unless other evidence in respect
thereof be herein specifically prescribed); and any resolution of the Board of
Directors of the Company may be evidenced to the Trustee by a copy thereof
certified by the Secretary or an Assistant Secretary of the
Company;

     

     

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

     

     

    (d) the
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request, order or direction of any of the
Holders, pursuant to the provisions of this Indenture, unless such Holders shall
have offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby;

     

     

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

     

     

    (f) prior
to the occurrence of an Event of Default and after the curing of all Events of
Default which may have occurred, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, approval or other paper or document, unless requested in writing to do so
by the Holders of a majority in aggregate principal amount of the then
Outstanding Debt Securities; provided, however, that if the payment
within a reasonable time to the Trustee of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is not, in the
opinion of the Trustee, reasonably assured to the Trustee by the security
afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such costs, expenses or liabilities as a condition
to so proceeding. The reasonable expense of every such investigation shall be
paid by the Company or, if paid by the Trustee, shall be repaid by the Company
upon demand;

     

     

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

     

     

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    (h) if
any property other than cash shall at any time be subject to a lien in favor of
the Holders, the Trustee, if and to the extent authorized by a receivership or
bankruptcy court of competent jurisdiction or by the supplemental instrument
subjecting such property to such lien, shall be entitled to make advances for
the purpose of preserving such property or of discharging tax liens or other
prior liens or encumbrances thereon.

     

     

    Section
7.03. Trustee Not Liable for
Recitals in Indenture or in Debt Securities. The recitals contained
herein and in the Debt Securities shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for the correctness of the
same. The Trustee makes no representations as to the validity or sufficiency of
this Indenture or of the Debt Securities, except that the Trustee represents
that it is duly authorized to execute and deliver this Indenture, authenticate
the Debt Securities and perform its obligations hereunder and that the
statements made by it in a Statement of Eligibility and Qualification on Form
T-1 supplied to the Company are true and accurate. The Trustee shall not be
accountable for the use or application by the Company of any of the Debt
Securities or of the proceeds thereof.

     

     

    Section
7.04. Trustee, Paying Agent or
Registrar May Own Debt Securities. The Trustee or any paying agent or
Registrar, in its individual or any other capacity, may become the owner or
pledgee of Debt Securities and may otherwise deal with the Company with the same
rights it would have if it were not Trustee, paying agent or
Registrar.

     

     

    Section
7.05. Moneys Received by
Trustee To Be Held in Trust. Subject to the provisions of Section 12.04,
all moneys received by the Trustee shall, until used or applied as herein
provided, be held in trust for the purposes for which they were received, but
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 moneys received by
it hereunder. So long as no Event of Default shall have occurred and be
continuing, all interest allowed on any such moneys shall be paid from time to
time upon the written order of the Company, signed by the Chairman of the Board
or the President or a Vice President or its Treasurer or its Comptroller or an
Assistant Treasurer or Assistant Comptroller.

     

     

    Section
7.06. Compensation and
Reimbursement. The Company covenants and agrees to pay to the Trustee
from time to time, and the Trustee shall be entitled to, reasonable compensation
for all services rendered by it hereunder (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust), and, except as otherwise expressly provided herein, the Company will pay
or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Indenture (including the reasonable compensation
and the expenses and disbursements of its agents, attorneys and counsel and of
all persons not regularly in its employ) except any such expense, disbursement
or advances as may arise from its negligence or bad faith. The Company also
covenants to indemnify the Trustee for, and to hold it harmless against, any
loss, liability or expense incurred without negligence or bad faith on the part
of the Trustee, arising out of or in connection with the acceptance or
administration of this trust, including the reasonable costs and expenses of
defending itself against any claim of liability in connection with the exercise
or performance of any of its powers or duties hereunder. The obligations of the
Company under this Section 7.06 to compensate and indemnify the Trustee and to
pay or reimburse the Trustee for expenses, disbursements and

     

     

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    advances
shall constitute additional indebtedness hereunder and shall survive the
satisfaction and discharge of this Indenture. Such additional indebtedness shall
be secured by a lien prior to that of the Debt Securities upon all property and
funds held or collected by the Trustee, as such, except funds held in trust for
the payment of principal of and premium, if any, or interest on particular Debt
Securities.

     

     

    Section
7.07. Right of Trustee to Rely
on an Officers’
Certificate Where No
Other Evidence Specifically Prescribed. Except as otherwise provided in
Section 7.01, whenever in the administration of the provisions of this Indenture
the Trustee shall deem it necessary or desirable that a matter be proved or
established prior to taking or suffering or omitting any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence or bad faith on the part of the
Trustee, be deemed to be conclusively proved and established by an Officers’
Certificate delivered to the Trustee and such Certificate, in the absence of
negligence or bad faith on the part of the Trustee, shall be full warrant to the
Trustee for any action taken, suffered or omitted by it under the provisions of
this Indenture upon the faith thereof.

     

     

    Section
7.08. Disqualification;
Conflicting Interests. The Trustee shall comply with the terms of Section
310(b) of the Trust Indenture Act of 1939.

     

     

    Section
7.09. Requirements for
Eligibility of Trustee. The Trustee hereunder shall at all times be a
corporation organized and doing business under the laws of the United States or
of any State or of the District of Columbia, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least 50 million dollars, subject to supervision or examination by Federal,
State or District of Columbia authority. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section 7.09, 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. In case at any time the Trustee shall cease to
be eligible in accordance with the provisions of this Section 7.09, the Trustee
shall resign immediately in the manner and with the effect specified in Section
7.10.

     

     

    Section
7.10. Resignation and Removal
of Trustee. (a) The Trustee, or any trustee or trustees hereafter
appointed, may at any time resign with respect to one or more or all series of
Debt Securities by giving written notice of resignation to the Company and by
mailing notice thereof to the Holders of the applicable series at their
addresses as they shall appear on the Debt Securities register. Upon receiving
such notice of resignation, the Company shall promptly appoint a successor
trustee by written instrument, in duplicate, executed by order of the Board of
Directors of the Company, one copy of which instrument shall be delivered to the
resigning trustee and one copy to the successor trustee. If no successor trustee
shall have been so appointed and have accepted appointment within 30 days after
the mailing of such notice of resignation, the resigning trustee may petition
any court of competent jurisdiction for the appointment of a successor trustee,
or any Holder who has been a bona fide holder of a Debt Security or Debt
Securities for at least six months may, subject to the provisions of Section
6.08, on behalf of himself and all others similarly situated, petition any such
court for the appointment

     

     

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    of a
successor trustee. Such court may thereupon, after such notice, if any, as it
may deem proper and prescribe, appoint a successor trustee.

     

     

    (b) in
case at any time any of the following shall occur:

     

     

    (1) the
Trustee shall fail to comply with the provisions of Section 7.08 after written
request therefor by the Company or by any Holder who has been a bona fide holder
of a Debt Security or Debt Securities for at least six months, or

     

     

    (2) the
Trustee shall cease to be eligible in accordance with the provisions of Section
7.09 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, the Company may remove the Trustee and appoint a successor
trustee by written instrument, in duplicate, executed by order of the Board of
Directors of the Company, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee, or, subject to the
provisions of Section 6.08, any Holder who has been a bona fide holder of a Debt
Security or Debt Securities 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 and the appointment of a successor trustee. Such
court may thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee.

     

    (c) The
Holders of a majority in aggregate principal amount of the Debt Securities of
one or more series (each series voting as a class) or all series at the time
Outstanding may at any time remove the Trustee with respect to the applicable
series or all series, as the case may be, and nominate with respect to the
applicable series, or all series, as the case may be, a successor trustee by the
delivery of written notice to the Trustee so removed, to the Company and to the
successor trustee which shall be deemed appointed as successor trustee with
respect to the applicable series unless within ten days after such nomination
the Company objects thereto, in which case the Trustee so removed or any Holder
of Debt Securities of the applicable series. upon the terms and conditions and
otherwise in subsection (a) of this Section 7.10 provided, may petition any
court of competent jurisdiction for the appointment of a successor trustee with
respect to such series.

     

     

    (d) Any
resignation or removal of the Trustee and any appointment of a successor trustee
pursuant to any of the provisions of this Article Seven shall become effective
upon acceptance of appointment by the successor trustee as provided in Section
7.11.

     

     

    Section
7.11. Acceptance by Successor
to Trustee. Any successor trustee appointed as provided in Section 7.10
shall execute, acknowledge and deliver to the Company and to its predecessor
trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee with respect to all or any
applicable series shall

     

     

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    become
effective and such successor trustee without any further act, deed or
conveyance, shall become vested with all the rights, powers, duties and
obligations with respect to such series of its predecessor hereunder, with like
effect as if originally named as trustee herein, but, nevertheless, on the
written request of the Company or of the successor trustee, the trustee ceasing
to act shall, upon payment of any amounts then due it pursuant to the provisions
of Section 7.06, execute and deliver an instrument transferring to such
successor trustee all the rights and powers of the trustee so ceasing to act.
Upon request of any such successor trustee, the Company shall execute any and
all instruments in writing for more fully and certainly vesting in and
confirming to such successor trustee all such rights and powers. Any trustee
ceasing to act shall nevertheless, retain a 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 7.06.

     

     

    In case
of the appointment hereunder of a successor trustee with respect to the Debt
Securities of one or more (but not all) series, the Company, the predecessor
Trustee and each successor trustee with respect to the Debt Securities of any
applicable series shall execute and deliver an indenture supplemental hereto
which shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the predecessor
Trustee with respect to the Debt Securities of any series as to which the
predecessor Trustee is not retiring shall continue to be vested in the
predecessor Trustee, and shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such trustees
co-trustees of the same trust and that each such trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such trustee.

     

     

    No
successor trustee shall accept appointment as provided in this Section 7.11
unless at the time of such acceptance such successor trustee shall be qualified
under the provisions of Section 7.08 and eligible under the provisions of
Section 7.09.

     

     

    Upon
acceptance of appointment by a successor trustee as provided in this Section
7.11, the Company shall mail notice of the succession of such trustee hereunder
to the Holders of the Debt Securities of any applicable series at their
addresses as they shall appear on the Debt Security Register. If the Company
fails to mail such notice within 10 days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be mailed at
the expense of the Company.

     

     

    Section
7.12. Successor to Trustee by
Merger, 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 the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided such corporation shall be qualified
under the provisions of Section 7.08 and eligible under the provisions of
Section 7.09, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

     

     

    In case
at the time such successor to the Trustee shall succeed to the trust created by
this Indenture any of the Debt Securities shall have been authenticated but not
delivered, any such

     

     

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    successor
to the Trustee may adopt the certificate of authentication of any predecessor
Trustee, and deliver such Debt Securities so authenticated; and in case at that
time any of the Debt Securities shall not have been authenticated, any successor
to the Trustee may authenticate such Debt Securities either in the name of any
predecessor hereunder or in the name of the successor trustee; and in all such
cases such certificates shall have the full force which it is anywhere in the
Debt Securities or in this Indenture provided that the certificate of the
Trustee shall have; provided, however, that the right to adopt the certificate
of authentication of any predecessor Trustee or to authenticate Debt Securities
in the name of any predecessor Trustee shall apply only to its successor or
successors by merger, conversion or consolidation.

     

     

    ARTICLE
EIGHT

     

     

    CONCERNING
THE HOLDERS.

     

     

    Section
8.01. Evidence of Action by
Holders. Whenever in this Indenture it is provided that the Holders of a
specified percentage in aggregate principal amount of the Debt Securities of any
or all series may take action (including the making of any demand or request,
the giving of any direction, notice, consent or waiver or the taking of any
other action) the fact that at the time of taking any such action the Holders of
such specified percentage have joined therein may be evidenced (a) by any
instrument or any number of instruments of similar tenor executed by Holders in
person or by agent or proxy appointed in writing, or (b) by the record of the
Holders voting in favor thereof at any meeting of Holders duly called and held
in accordance with the provisions of Article Nine, or (c) by a combination of
such instrument or instruments and any such record of such a meeting of
Holders.

     

     

    Section
8.02. Proof of Execution of
Instruments and of Holding of Debt Securities. Subject to the provisions
of Section 7.01, 7.02 and 9.05, proof of the execution of any instrument by a
Holder or his agent or proxy shall be sufficient if made in accordance with such
reasonable rules and regulations as may be prescribed by the Trustee or in such
manner as shall be satisfactory to the Trustee.

     

     

    The
ownership of Debt Securities shall be proved by the registers of such Debt
Securities or by a certificate of the Debt Securities Registrar.

     

     

    The
Trustee may require such additional proof of any matter referred to in this
Section 8.02 as it shall deem necessary.

     

     

    The
record of any Holders’ meeting shall be proved in the manner provided in Section
9.06.

     

     

    Section
8.03. Who May be Deemed Owner
of Debt Securities. Prior to due presentment for registration of transfer
of any Debt Security, the Company, the Trustee, any paying agent and any Debt
Securities Registrar may deem and treat the person in whose name any Debt
Security shall be registered upon the books of the Company as the absolute owner
of such Debt Security (whether or not such Debt Security shall be overdue and
notwithstanding any notation of ownership or other writing thereon) for the
purpose of receiving payment of or on account of the principal of and premium,
if any, and (subject to Section 2.03) interest on such Debt Security and for all
other purposes, and neither the Company nor the Trustee nor any paying agent nor
any

     

     

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    Debt
Security Registrar shall be affected by any notice to the contrary; and all such
payments so made to any such Holder for the time being or upon his order, shall
be valid and, to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability for moneys payable upon any such Debt
Security.

     

     

    Section
8.04. Debt Securities Owned by
Company or Controlled or Controlling Companies Disregarded for Certain
Purposes. In determining whether the Holders of the requisite aggregate
principal amount of Debt Securities have concurred in any demand, request,
direction, notice, consent or waiver under this Indenture, Debt Securities which
are owned by the Company or any other obligor on the Debt Securities or by any
person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any other obligor on the Debt
Securities shall be disregarded and deemed not to be Outstanding for the
purposes of any such determination, except that for the purpose of determining
whether the Trustee shall be protected in relying on any such demand, request,
direction, notice, consent or waiver only Debt Securities which the Trustee
knows are so owned shall be so disregarded. Debt Securities so owned which have
been pledged in good faith may be regarded as Outstanding for the purposes of
this Section 8.04 if the pledgee shall establish to the satisfaction of the
Trustee the pledgee’s right to vote such Debt Securities and that the pledgee is
not the Company or any other obligor on the Debt Securities or a person directly
or indirectly controlling or controlled by or under direct or indirect common
control with the Company or any such other obligor. In the case of a dispute as
to such right, any decision by the Trustee taken upon the advice of counsel
shall be full protection to the Trustee.

     

     

    Section
8.05. Instruments Executed by
Holders Bind Future Holders. At any time prior to (but not after) the
evidencing to the Trustee, as provided in Section 8.01, of the taking of any
action by the Holders of the percentage in aggregate principal amount of the
Debt Securities specified in this Indenture in connection with such action, any
Holder of a Debt Security which is shown by the evidence to be included in the
Debt Securities the Holders of which have consented to such action may, by
filing written notice with the Trustee at its corporate trust office and upon
proof of holding as provided in Section 8.02, revoke such action so far as
concerns such Debt Security. Except as aforesaid any such action taken by the
Holder of any Debt Security shall be conclusive and binding upon such Holder and
upon all future Holders and owners of such Debt Security, and of any Debt
Security issued upon transfer thereof or in exchange or substitution therefor,
irrespective of whether or not any notation in regard thereto is made upon such
Debt Security or such other Debt Securities. Any action taken by the Holders of
the percentage in aggregate principal amount of the Debt Securities specified in
this Indenture in connection with such action shall be conclusively binding upon
the Company, the Trustee and the Holders of all the Debt
Securities.

     

     

    ARTICLE
NINE

     

     

    HOLDERS’
MEETINGS AND CONSENTS.

     

     

    Section
9.01. Purposes for Which
Meetings May Be Called. A meeting of Holders of Debt Securities of any or
all series may be called at any time and from time to time pursuant to the
provisions of this Article Nine for any of the following purposes:

     

     

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

     

     

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

     

     

    (3) to
consent to the execution of an indenture or indentures supplemental hereto
pursuant to the provisions of Section 10.02; or

     

     

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

     

     

    Section
9.02. Manner of Calling
Meetings. The Trustee may at any time call a meeting of Holders of Debt
Securities of any or all series to take any action specified in Section 9.01, to
be held at such time and at such place in the Borough of Manhattan, the City and
State of New York, as the Trustee shall determine. Notice of every meeting of
the Holders of Debt Securities of any or all series, setting forth the time and
the place of such meeting and in general terms the actions proposed to be taken
at such meeting, shall be mailed to the Holders of Debt Securities of each
series affected at their addresses as they shall appear on the Debt Security
Register. Such notice shall be mailed not less than 20 nor more than 120 days
prior to the date fixed for the meeting.

     

     

    Section
9.03. Call of Meetings by
Company or Holders. In case at any time the Company, pursuant to a
resolution of its Board of Directors, or the Holders of at least ten per cent in
aggregate principal amount of the Outstanding Debt Securities of any or all
series, shall have requested the Trustee to call a meeting of Holders of Debt
Securities of any or all series to take any action authorized in Section 9.01 by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed the notice of such
meeting within 20 days after receipt of such request, then the Company or the
Holders, in the amount above specified, may determine the time and the place in
the Borough of Manhattan, the City and State of New York, for such meeting and
may call such meeting by mailing notice thereof as provided in Section
9.02.

     

     

    Section
9.04. Who May Attend and Vote
at Meetings. To be entitled to vote at any meeting of Holders a person
shall (a) be a Holder of one or more Debt Securities with respect to which
meeting is being held; or (b) be a person appointed by an instrument in writing
as proxy by such Holder. The only persons who shall be entitled to be present or
to speak at any meeting of Holders shall be the persons entitled to vote at such
meeting and their counsel and any representatives of the Trustee and its counsel
and any representatives of the Company and its counsel.

     

     

    Section
9.05. Regulations May Be Made
by Trustee. Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders, in regard to proof of the holding of Debt Securities and
of

     

     

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    the
appointment of proxies, and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall think fit. Except as otherwise permitted or
required by any such regulations, the holding of Debt Securities shall be proved
in the manner specified in Section 8.02 and the appointment of any proxy shall
be proved in the manner specified in said Section 8.02.

     

     

    The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders
as provided in Section 9.03, in which case the Company or the Holders calling
the meeting, as the case may be, shall in like manner appoint a temporary
chairman. A permanent chairman and a permanent secretary of the meeting shall be
elected by vote of the Holders of a majority in aggregate principal amount of
the Debt Securities represented at the meeting and entitled to
vote.

     

     

    Subject
to the provisions of Sections 8.04 and 9.04, at any meeting each Holder or proxy
shall be entitled to one vote for each $1,000 principal amount (in the case of
Original Issue Discount Debt Securities, such principal amount to be determined
as provided in the definition of “Outstanding”) of Debt Securities held or
represented by him, provided that no vote shall be cast or counted at any
meeting in respect of any Debt Security challenged as not Outstanding and ruled
by the chairman of the meeting to be not Outstanding. The chairman of the
meeting shall have no right to vote other than by virtue of Debt Securities held
by him or instruments in writing as aforesaid duly designating him as the person
to vote on behalf of other Holders. At any meeting of Holders duly called
pursuant to the provisions of Section 9.02 or 9.03 the presence of persons
holding or representing Debt Securities with respect to which such meeting is
being held in an aggregate principal amount sufficient to take action on the
business for the transaction of which such meeting was called shall constitute a
quorum, but, if less than a quorum be present, the meeting may be adjourned from
time to time by the Holders of a majority in aggregate principal amount of such
Debt Securities represented at the meeting and entitled to vote, and the meeting
may be held as so adjourned without further notice.

     

     

    Section
9.06. Manner of Voting at
Meetings and Record To Be Kept. The vote upon any resolution submitted to
any meeting of Holders of Debt Securities with respect to which such meeting is
being held shall be by written ballots on which shall be subscribed the
signatures of the Holders or proxies and the identifying number or numbers of
the Debt Securities held or represented by them. The permanent chairman of the
meeting shall appoint two inspectors of votes who shall count all votes cast at
the meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record in duplicate of the proceedings of each
meeting of Holders shall be prepared by the secretary of the meeting and there
shall be attached to said record the original reports of the inspectors of votes
on any vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was mailed as provided in Section 9.02. The record
shall be signed and verified by the affidavits of the permanent chairman and
secretary of the meeting and one of the duplicates shall be delivered to the
Company and the other to the Trustee to be preserved by the Trustee, the latter
to have attached thereto the ballots voted at the meeting.

     

     

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

     

     

    Section
9.07. Written Consent in Lieu
of Meetings. The written authorization or consent of the requisite
percentage of Holders herein provided, entitled to vote at any such meeting,
evidenced as provided in Article Eight and filed with the Trustee shall be
effective in lieu of a meeting of Holders, with respect to any matter provided
for in this Article Nine.

     

     

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

     

     

    ARTICLE
TEN

     

     

    SUPPLMENTAL
INDENTURES.

     

     

    Section
10.01. Purposes for Which
Supplemental Indenture May Be Entered into Without Consent of Holders.
The Company, when authorized by a resolution of its Board of Directors, and the
Trustee may from time to time and at any time, without the consent of Holders,
enter into an indenture or indentures supplemental hereto (which shall conform
to the provisions of the Trust Indenture Act of 1939 as in force at the date of
the execution thereof) for one or more of the following purposes:

     

     

    (a) to
evidence the succession of another corporation to the Company, or successive
successions, and the assumption by the successor corporation of the covenants,
agreements and obligations of the Company pursuant to Article
Eleven;

     

     

    (b) to
add to the covenants of the Company such further covenants, restrictions,
conditions or provisions for the protection of the Holders of all or any series
of Debt Securities (and if such covenants are to be for the benefit of less than
all series of Debt Securities, stating that such covenants are expressly being
included solely for the benefit of such series) as its Board of Directors and
the Trustee shall consider to be for the protection of the Holders of such Debt
Securities, and to make the occurrence, or the occurrence and continuance, of a
default in any of such additional covenants, restrictions, conditions or
provisions a default or an Event of Default permitting the enforcement of all or
any of the several remedies provided in this Indenture; provided that in respect
of any such additional covenant, restriction, condition or provision such
supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such default or
may limit the remedies available to the Trustee upon such default or may limit
the right of the Holders of a majority in aggregate principal amount of any or
all series of Debt Securities to waive such default;

     

     

    (c) to
cure any ambiguity or to correct or supplement any provision contained herein or
in any supplemental indenture which may be defective or inconsistent with any
other provision contained herein or in any supplemental indenture, to convey,
transfer,

     

     

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    assign,
mortgage or pledge any property to or with the Trustee, or to make such other
provisions in regard to matters or questions arising under this Indenture as
shall not adversely affect the interests of any Holders;

     

     

    (d) to
modify, amend or supplement this Indenture in such a manner as to permit the
qualification of any indenture supplemental hereto under the Trust Indenture Act
of 1939 as then in effect, except that nothing herein contained shall permit or
authorize the inclusion in any indenture supplemental hereto of the provisions
referred to in Section 316(a)(2) of the Trust Indenture Act of
1939;

     

     

    (e) to
provide for the issuance under this Indenture of Debt Securities in coupon form
(including Debt Securities registrable as to principal only) and to provide for
exchangeability of such Debt Securities with Debt Securities issued hereunder in
fully registered form and to make all appropriate changes for such purpose;
and

     

     

    (f) to
establish the form or terms of Debt Securities of any series as permitted by
Sections 2.01 and 2.03.

     

     

    The
Trustee is hereby authorized to join with the Company in the execution of any
such supplemental indenture, to make any further appropriate agreements and
stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee 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.

     

     

    Any
supplemental indenture authorized by the provisions of this Section 10.01 may be
executed by the Company and the Trustee without the consent of the Holders of
any of the Debt Securities at the time Outstanding, notwithstanding any of the
provisions of Section 10.02.

     

     

    Section
10.02. Modification of Indenture with Consent of Holders of 66 2/3% in Principal Amount of Debt
Securities. With the consent (evidenced as provided in Section 8.01) of
the Holders of not less than 66 2/3% in aggregate principal amount
of the Outstanding Debt Securities of all series affected by such supplemental
indenture (voting as one class), the Company, when authorized by a resolution of
its Board of Directors, and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto (which shall conform
to the provisions of the Trust Indenture Act of 1939 as in force at the date of
execution thereof) for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner the rights of the Holders
of the Debt Securities of such series; provided that no such
supplemental indenture shall (i) extend the fixed maturity of any Debt
Securities, or reduce the principal amount thereof or any premium thereon or the
amount of any Sinking Fund Payment, or reduce the rate or extend the time of
payment of interest thereon, or reduce any premium payable upon the redemption
thereof, without the consent of the Holder of each Debt Security so affected, or
(ii) reduce the aforesaid percentage of Debt Securities, the consent of the
Holders of which is required for any such supplemental indenture, without the
consent of the Holders of each Debt Security so affected. A supplemental
indenture which changes or eliminates any covenant or other provision of this
Indenture which has been expressly included solely for the benefit of
one

     

     

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    or more
particular series of Debt Securities, or which modifies the rights of the
Holders of Debt Securities of such series with respect to such covenant or other
provision, shall be deemed not to affect the rights under this Indenture of the
Holders of Debt Securities of any other series.

     

     

    Upon the
request of the Company, accompanied by a copy of a resolution of its Board of
Directors authorizing the execution of any such supplemental indenture, and upon
the filing with the Trustee of evidence of the consent of Holders as aforesaid,
the Trustee shall join with the Company in the execution of such supplemental
indenture unless such supplemental indenture affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion but shall not be obligated to enter into such
supplemental indenture.

     

     

    It shall
not be necessary for the consent of the Holders under this Section 10.02 to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such consent shall approve the substance thereof.

     

     

    Section
10.03. Effect of Supplemental
Indentures. Upon the execution of any supplemental indenture pursuant to
the provisions of this Article Ten, this Indenture shall be and be deemed to be
modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Company and the Holders shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.

     

     

    The
Trustee, subject to the provisions of Sections 7.01 and 7.02, may receive an
Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any
such supplemental indenture complies with the provisions of this Article
Ten.

     

     

    Section
10.04. Debt Securities May
Bear Notation of Changes by Supplemental Indentures. Debt Securities
authenticated and delivered after the execution of any supplemental indenture
pursuant to the provisions of this Article Ten 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. New Debt Securities so modified as
to conform, in the opinion of the Trustee and the Board of Directors of the
Company, to any modification of this Indenture contained in any such
supplemental indenture may be prepared and executed by the Company,
authenticated by the Trustee and delivered in exchange for the Debt Securities
then outstanding.

     

     

    ARTICLE
ELEVEN

     

     

    CONSOLIDATION,
MERGER, SALE OR CONVEYANCE.

     

     

    Section
11.01. Consolidations and
Mergers of Company and Conveyances Permitted Subject to Certain
Conditions. The Company may consolidate with, or sell or convey all or
substantially all its assets to, or merge with or into any other corporation,
provided that in any
such case, (i) the successor corporation shall be a corporation organized and
existing under the laws of the United States of America or a State thereof or
the District of Columbia and such corporation shall expressly assume the due and
punctual payment of the principal of and

     

     

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    premium,
if any, and interest on all the Debt Securities, according to their tenor, and
the due and punctual performance and observance of all of the covenants and
conditions of this Indenture to be performed by the Company by supplemental
indenture satisfactory to the Trustee, executed and delivered to the Trustee by
such corporation, and (ii) such successor corporation shall not, immediately
after such merger or consolidation or such sale or conveyance, be in default in
the performance of any such covenant or condition.

     

     

    Section
11.02. Rights and Duties of
Successor Corporation. In case of any such consolidation, merger. sale or
conveyance and upon any such assumption by the successor corporation, such
successor corporation shall succeed to and be substituted for the Company, with
the same effect as if it had been named herein as the party of the first part
and the predecessor corporation shall be relieved of any further obligation
under this Indenture. Such successor corporation thereupon may cause to be
signed, and may issue either in its own name or in the name of the Company, any
or all the Debt Securities issuable hereunder which theretofore shall not have
been signed by the Company and delivered to the Trustee; and, upon the order of
such successor corporation, instead of the Company, and subject to all the
terms, conditions and limitations in this Indenture prescribed, the Trustee
shall authenticate and shall deliver any Debt Securities which previously shall
have been signed and delivered by the officers of the Company to the Trustee for
authentication, and any Debt Securities which such successor corporation
thereafter shall cause to be signed and delivered to the Trustee for that
purpose. All the Debt Securities so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Debt Securities theretofore
or thereafter issued in accordance with the terms of this Indenture as though
all such Debt Securities had been issued at the date of the execution
hereof.

     

     

    In case
of any consolidation, merger, sale or conveyance such changes in phraseology and
form (but not in substance) may be made in the Debt Securities thereafter to be
issued as may be appropriate.

     

     

    Section
11.03. Officers’ Certificate and Opinion of
Counsel. The Trustee, subject to the provisions of Sections 7.01 and
7.02, may receive an Officers’ Certificate and an Opinion of Counsel as
conclusive evidence that any such consolidation, merger, sale or conveyance, and
any such assumption, complies with the provisions of this Article
Eleven.

     

     

    ARTICLE
TWELVE

     

     

    SATISFACTION
AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS.

     

     

    Section
12.01. Satisfaction and
Discharge of Indenture. If at any time (a) the Company shall have
delivered to the Trustee for cancellation all Debt Securities theretofore
authenticated and delivered (other than any Debt Securities which shall have
been destroyed, lost or stolen and which shall have been replaced or paid as
provided in Section 2.09 or Debt Securities for whose payment money has
theretofore been deposited in trust and thereafter repaid to the Company as
provided in Section 12.04), or (b) all such Debt Securities not theretofore
delivered to the Trustee for cancellation shall have become due and payable, or
are by their terms to become due and payable within one year or are to be called
for redemption within one year under arrangements satisfactory to the Trustee
for the giving of notice of redemption, and the Company shall deposit with the
Trustee as trust funds the entire amount sufficient to pay at maturity or upon
redemption all such Debt Securities not theretofore delivered to the Trustee
for

     

     

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    cancellation,
including principal and premium, if any, and interest due or to become due on
such date of maturity or redemption date, as the case may be, and if in either
case the Company shall also pay or cause to be paid all other sums payable
hereunder by the Company, then this Indenture shall cease to be of further
effect, and the Trustee, on demand of the Company accompanied by an Officers’
Certificate and an Opinion of Counsel and at the cost and expense of the
Company, shall execute proper instruments acknowledging satisfaction of and
discharging this Indenture. Notwithstanding the satisfaction and discharge of
this Indenture, the obligations of the Company to the Trustee under Section 7.06
shall survive.

     

     

    Section
12.02. Application by Trustee
of Funds Deposited for Payment of Debt Securities. Subject to Section
12.04, all moneys and U.S. Government Obligations deposited with the Trustee
pursuant to Sections 12.01 or 12.05 shall be held in trust and applied by it to
the payment, either directly or through any paying agent (including the Company
acting as its own paying agent), to the Holders of the particular Debt
Securities for the payment of which such moneys or U.S. Government Obligations
have been deposited with the Trustee, of all sums due and to become due thereon
for principal and interest and premium, if any.

     

     

    Section
12.03. Repayment of Moneys
Held by Paying Agent. In connection with the satisfaction and discharge
of this Indenture all moneys then held by any paying agent (other than the
Trustee, if the Trustee be a paying agent) under the provisions of this
Indenture shall, upon demand of the Company, be repaid to it or paid to the
Trustee and thereupon such paying agent shall be released from all further
liability with respect to such moneys.

     

     

    Section
12.04. Repayment of Moneys
Held by Trustee. Any moneys deposited with the Trustee or any paying
agent for the payment of the principal of and premium, if any. or interest on
any Debt Securities of any series and not applied but remaining unclaimed by the
Holders of Debt Securities of that series for six years after the date upon
which the principal of and premium, if any, or interest on such Debt Securities
shall have become due and payable, shall be repaid to the Company by the Trustee
or such paying agent on demand; and the Holder of any of the Debt Securities
entitled to receive such payment shall thereafter look only to the Company for
the payment thereof and all liability of the Trustee or such paying agent with
respect to such moneys 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 a week for two
successive weeks (in each case on any day of the week) in an Authorized
Newspaper, a notice that said moneys have not been so applied and that after a
date named therein any unclaimed balance of said moneys then remaining will be
returned to the Company. It shall not be necessary for more than one such
publication to be made in the same newspaper.

     

     

    Section
12.05. Defeasance Upon Deposit
of Moneys or U.S. Government Obligations. At the Company’s option, either
(a) the Company shall be deemed to have been Discharged (as defined below) from
its respective obligations with respect to any series of Debt Securities on the
91st day after the applicable conditions set forth below have been satisfied or
(b) the Company shall cease to be under any obligation to comply with any term,
provision or condition set forth in Section 4.05, 4.06 and 11.01 and, if
specified pursuant to Section 2.03, its obligations under any other covenant,
with respect to any series of Debt Securities at any time after the applicable
conditions set forth below have been satisfied:

     

     

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    (1) The
Company shall have deposited or caused to be deposited irrevocably with the
Trustee or the Defeasance Agent (as defined below) as trust funds in trust,
specifically pledged as security for, and dedicated solely to, the benefit of
the holders of the Securities of such series (i) money in an amount, or (ii)
U.S. Government Obligations which through the payment of interest and principal
in respect thereof in accordance with their terms will provide, not later than
one day before the due date of any payment, money in an amount, or (iii) a
combination of (i) and (ii) sufficient, in the opinion (with respect to (ii) and
(iii)) of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee and the
Defeasance Agent, if any, to pay and discharge each installment of principal
(including any mandatory sinking fund payments) of, and interest and premium, if
any, on, the outstanding Debt Securities of such series on the dates such
installments of principal, interest or premium are due;

     

     

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

     

     

    (3) the
Company shall have delivered to the Trustee and the Defeasance Agent, if any, an
Opinion of Counsel to the effect that holders of the Debt Securities of such
series will not recognize income, gain or loss for United States Federal income
tax purposes as a result of the exercise of the option under this Section 12.05
and will be subject to United States Federal income tax on the same amount and
in the same manner and at the same times as would have been the case if such
option had not been exercised, and, in the case of the Debt Securities of such
series being Discharged, such opinion shall be accompanied by a private letter
ruling to that effect received from the United States Internal Revenue Service
or a revenue ruling pertaining to a comparable form of transaction to that
effect published by the United States Internal Revenue Service.

     

     

    “Discharged”
means that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by, and obligations under, the Debt Securities of such
series and to have satisfied all the obligations under this Indenture relating
to the Debt Securities of such series (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), except (A)
the rights of Holders of Debt Securities of such series to receive, from the
trust fund described in clause (1) above, payment of the principal, of and the
interest and premium, if any, on such Debt Securities when such payments are
due; (B) the Company’s obligations with respect to such Debt Securities under
Section 2.07, 2.09, 6.02 and 12.04 and (C) the rights, powers, trusts, duties
and immunities of the Trustee hereunder.

     

     

    “Defeasance
Agent” means another financial institution which is eligible to act as Trustee
hereunder and which assumes all of the obligations of the Trustee necessary to
enable the Trustee to act hereunder. In the event such a Defeasance Agent is
appointed pursuant to this section, the following conditions shall
apply:

     

     

    1. The
Trustee shall have approval rights over the document appointing such Defeasance
Agent and the document setting forth such Defeasance Agent’s rights and
responsibilities;

     

     

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    2. The
Defeasance Agent shall provide verification to the Trustee acknowledging receipt
of sufficient money and/or U.S. Government Obligations to meet the applicable
conditions set forth in this Section 12.05;

     

     

    3. The
Trustee shall determine whether the Company shall be deemed to have been
Discharged from its respective obligations with respect to any series of Debt
Securities or whether the Company shall cease to be under any obligation to
comply with any term, provision or condition set forth in Section 4.05, 4.06 and
11.01 with respect to any series of Debt Securities.

     

     

    ARTICLE
THIRTEEN

     

     

    IMMUNITY
OF INCORPORATORS, STOCKHOLDERS, OFFICERS,

     

     

    DIRECTORS
AND EMPLOYEES.

     

     

    Section
13.01. Incorporators,
Stockholders, Officers, Directors and Employees of Company Exempt from
Individual Liability. No recourse under or upon any obligation, covenant
or agreement of this Indenture, or of any Debt 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 corporation, 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, 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 corporation,
of 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 Debt 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 Debt 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 Debt Securities.

     

     

    ARTICLE
FOURTEEN

     

     

    MISCELLANEOUS
PROVISIONS.

     

     

    Section
14.01. Successors and Assigns
of Company Bound by Indenture. All the covenants, stipulations, promises
and agreements in this Indenture contained by or in behalf of the Company shall
bind its successors and assigns, whether so expressed or not.

     

     

    Section
14.02. Acts of Board,
Committee or Officer of Successor Corporation Valid. Any act or
proceeding by any provision of this Indenture authorized or required to be done
or performed by any board, committee or officer of the Company shall and may be
done and performed with like force and effect by the like board, committee or
officer of any corporation that shall at that time be the successor of the
Company.

     

     

    49

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Section
14.03. Required Notices or
Demands. Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the Holders to
or on the Company may be given or served by being deposited postage prepaid in a
post office letter box in the United States addressed (until another address is
filed by the Company with the Trustee) as follows: Olin Corporation, 190
Carondelet Plaza, Suite 1530, Clayton, MO 63105, Attention: Secretary. Any
notice, direction, request or demand by the Company or by any Holder to or upon
the Trustee may be given or made, for all purposes, by being deposited postage
prepaid in a post office letter box in the United States addressed to the
corporate trust office of the Trustee. Any notice required or permitted to be
mailed to a Holder by the Company or the Trustee pursuant to the provisions of
this Indenture shall be deemed to be properly mailed by being deposited postage
prepaid in a post office letter box in the United States addressed to such
Holder at the address of such Holder as shown on the Debt Security
Register.

     

     

    Section
14.04. Indenture and Debt
Securities To Be Construed in Accordance with the Laws of the State of New
York. This Indenture and each Debt Security shall be deemed to be a New
York contract, and for all purposes shall be construed in accordance with the
laws of said State.

     

     

    Section
14.05. Officers’ Certificate and Opinion of Counsel
To Be Furnished upon Application or Demand by the Company. Upon any
application or demand by the Company to the Trustee to take any action under any
of the provisions of this Indenture, the Company shall furnish to the Trustee an
Officers’ Certificate stating that all conditions precedent provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that, in the opinion of such counsel, all such conditions
precedent have been complied with, except that in the case of any such
application or demand as to which the furnishing of such document is
specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished.

     

     

    Each
certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant provided for in
this Indenture shall include (1) a statement that the person making such
certificate or opinion has read such covenant or condition, (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based, (3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with and (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

     

     

    Section
14.06. Payments Due on Legal
Holidays. In any case where the date of maturity of interest on or
principal of and premium, if any, on the Debt Securities or the date fixed for
redemption or repayment of any Debt Security or the making of any Sinking Fund
payment shall not be a business day, then payment of interest or principal and
premium, if any, or the making of such Sinking Fund payment need not be made on
such date, but may be made on the next succeeding business day with the same
force and effect as if made on the date of maturity or the date fixed for
redemption, and no interest shall accrue for the period after such
date.

     

     

    50

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Section
14.07. Provisions Required by
Trust Indenture Act of 1939 to Control. If and to the extent that any
provision of this Indenture limits, qualifies or conflicts with another
provision which is required or deemed to be included in this Indenture by any of
the provisions of the Trust Indenture Act of 1939, such required or deemed
provision shall control.

     

     

    Section
14.08. Indenture May be
Executed in Counterparts. This Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

     

     

    Section
14.09. Computation of Interest
on Debt Securities. Interest, if any, on the Debt Securities shall be
computed on the basis of a 360-day year of twelve 30-day months, except as may
otherwise be provided pursuant to Section 2.03.

     

     

    Section
14.10. Effect of
Headings. The article and section headings herein and in the Table of
Contents are for convenience only and shall not affect the construction
hereof.

     

     

    , the
party of the second part, hereby accepts the trusts in this Indenture declared
and provided, upon the terms and conditions hereinabove set forth.

     

     

    51

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

     

    IN
WITNESS WHEREOF, Olin Corporation, the party of the first part, has caused this
Indenture to be duly signed and acknowledged by its Chairman of the Board or its
President or one of its Vice Presidents or its Treasurer thereunto duly
authorized, and its corporate seal to be affixed hereunto, and the same to be
attested by its Secretary or an Assistant Secretary; and , the party of the
second part, has caused this Indenture to be duly signed and acknowledged by one
of its Assistant Vice Presidents thereunto duly authorized, and its corporate
seal to be affixed hereunto, and the same to be attested by one of its Assistant
Secretaries.

     

    
      	 
      	 
      	
              OLIN
      CORPORATION,

            
	 
      	 
      	
              By
      ................................................................................

            
	
              Attest:

            	 
      	 
      
	
              By
      ................................................................................

            	 
      	 
      
	 
      	 
      	
              [CORPORATE
      SEAL]

            
	 
      	 
      	
              ,

            
	 
      	 
      	
              By
      ................................................................................

            
	
              Attest:

            	 
      	 
      
	
              By
      ................................................................................

            	 
      	 
      
	 
      	 
      	
              [CORPORATE
      SEAL]

            


    

     

    52

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


     

    
      	
              STATE
      OF NEW YORK

            	 
      	
              )

            	 
      	 
      
	 
      	 
      	
              )

            	 
      	
              SS.:

            
	
              COUNTY
      OF NEW YORK

            	 
      	
              )

            	 
      	 
      


    

     

    On this
day of , before me personally came , to me known, who being by me duly sworn,
did depose and say that he resides at ; that he is an Assistant Vice President
of ________, one of the corporations described in and which executed the above
instrument; that he knows the corporate seal of said corporation; that the seal
affixed to the said instrument is such corporate seal, that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.

     

     

    IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.

     

    
      	
              ..........................................................................

              Notary
      Public

            


    

     

    


     

    
      	
              [NOTARIAL

            	 
      	
              SEAL]

            


    

     

    53

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              STATE
      OF NEW YORK)

            	 
      	
               

            	 
      	 
      
	                 )
      SS.:	 
      	
               

            	 
      	
               

            
	
              COUNTY
      OF NEW YORK)

            	 
      	
               

            	 
      	 
      


    

     

    On this
day of , before me personally came , to me known, who being by me duly sworn,
did depose and say that he resides at ; that he is the of Olin Corporation, one
of the corporations described in and which executed the above instrument; that
he knows the corporate seal of said corporation; that the seal affixed to the
said instrument is such corporate seal, that it was so affixed by authority of
the Board of Directors of said corporation, and that he signed his name thereto
by like authority.

     

     

    IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.

     

    
      	
              ..........................................................................

              Notary
      Public

            


    

     

    


     

    
      	
              [NOTARIAL

            	 
      	
              SEAL]

            


    

     

    54