indenturesuborddebt2008.htm


     

    EXHIBIT
4(b)

     

     

    


    FORM OF INDENTURE FOR SUBORDINATED DEBT SECURITIES 

     

     

    OLIN
CORPORATION

     

     

    AND

     

     

    ,

     

     

    Trustee

     

     

    


     

     

    INDENTURE

     

     

    Dated as
of

     

     

    


     

     

    Subordinated 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.

     

    
      	
              Trust
      Indenture Act

               

            	 
      	
              Sections
      of

              Indenture

               

            
	
              310(a)(1)(2)

            	 
      	
              7.09

            
	
                        
      (3)(4)

            	 
      	
              Inapplicable

            
	
              310(b)

            	 
      	
              7.08 and
      7.10(a),

              (b)
      and (d)

            
	
                    (b)(1)(A)

            	 
      	
              Inapplicable

            
	
              310(c)

            	 
      	
              Inapplicable

            
	
              311(a)(b)

            	 
      	
              7.13

            
	
              (c)

            	 
      	
              Inapplicable

            
	
              312(a)

            	 
      	
              5.01
      and 5.02(a)

            
	
              (b)(c)

            	 
      	
              5.02(b)
      and (c)

            
	
              313(a)(1)(2)(3)(4)(6)(7)

            	 
      	
              5.04(a)

            
	
              (5)

            	 
      	
              Inapplicable

            
	
              (b)(1)

            	 
      	
              Inapplicable

            
	
              (2)

            	 
      	
              5.04(b)

            
	
              (c)(d)

            	 
      	
              5.04(c)
      and (d)

            
	
              314(a)

            	 
      	
              5.03

            
	
              (b)

            	 
      	
              Inapplicable

            
	
              (c)(1)(2)

            	 
      	
              14.05

            
	
              (3)

            	 
      	
              Inapplicable

            
	
              (d)

            	 
      	
              Inapplicable

            
	
              (e)

            	 
      	
              14.05

            
	
              (f)

            	 
      	
              Inapplicable

            
	
              315(a)(c)(d)

            	 
      	
              7.01

            
	
              (b)

            	 
      	
              6.07

            
	
              (e)

            	 
      	
              6.08

            


    

     

    


     

    
      	
              *

            	 
      	
              The
      Cross Reference Sheet is not part of the
  Indenture.

            


    

     

    


     

    
      	
              316(a)(1)

            	 
      	
              6.06
      and 8.04

            
	
              (2)

            	 
      	
              Inapplicable

            
	
              (b)

            	 
      	
              6.04

            
	
              317(a)

            	 
      	
              6.02

            
	
              (b)

            	 
      	
              4.04

            
	
              318(a)

            	 
      	
              15.07

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

     

    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
      I.

            
	 
      	 
      	 
      	 
      	 
      
	
              DEFINITIONS.

            
	
              SECTION
      1.01.

            	 
      	
              Certain
      Terms Defined

            	 
      	
              1

            
	 
      	 
      	
              Authorized
      Newspaper

            	 
      	
              1

            
	 
      	 
      	
              Board
      of Directors

            	 
      	
              2

            
	 
      	 
      	
              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

            	 
      	
              3

            
	 
      	 
      	
              Global
      Security

            	 
      	
              3

            
	 
      	 
      	
              Holder

            	 
      	
              3

            
	 
      	 
      	
              Indenture

            	 
      	
              3

            
	 
      	 
      	
              Officers’
      Certificate

            	 
      	
              3

            
	 
      	 
      	
              Opinion
      of Counsel

            	 
      	
              3

            
	 
      	 
      	
              Original
      Issue Discount Debt Security

            	 
      	
              4

            
	 
      	 
      	
              Outstanding

            	 
      	
              4

            
	 
      	 
      	
              Registered
      Debt Security

            	 
      	
              5

            
	 
      	 
      	
              Registrar

            	 
      	
              5

            
	 
      	 
      	
              Responsible
      Officer

            	 
      	
              5

            
	 
      	 
      	
              Subsidiary

            	 
      	
              5

            
	 
      	 
      	
              Superior
      Indebtedness

            	 
      	
              5

            
	 
      	 
      	
              Trustee

            	 
      	
              6

            
	 
      	 
      	
              Trust
      Indenture Act of 1939

            	 
      	
              6

            
	 
      	 
      	
              Voting
      Stock

            	 
      	
              6

            
	 
      	 
      	
              Yield
      to Maturity

            	 
      	
              6

            


    

     

    


     

    
      	
              *

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

            


    

     

    i


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 
      	 
      	 
      	 
      	 
      
	
              ARTICLE
      II.

            
	 
      	 
      	 
      	 
      	 
      
	
              DEBT
      SECURITIES.

            
	
              SECTION
      2.01

            	 
      	
              Forms
      Generally

            	 
      	
              6

            
	
              SECTION
      2.02

            	 
      	
              Form
      of Trustee’s Certificate of Authentication

            	 
      	
              6

            
	
              SECTION
      2.03

            	 
      	
              Principal
      Amount: Issuable in Series

            	 
      	
              7

            
	
              SECTION
      2.04

            	 
      	
              Execution
      of Debt Securities

            	 
      	
              8

            
	
              SECTION
      2.05

            	 
      	
              Authentication
      and Delivery of Debt Securities

            	 
      	
              9

            
	
              SECTION
      2.06

            	 
      	
              Denomination
      of Debt Securities

            	 
      	
              10

            
	
              SECTION
      2.07

            	 
      	
              Registration
      of Transfer and Exchange

            	 
      	
              10

            
	
              SECTION
      2.08

            	 
      	
              Temporary
      Debt Securities

            	 
      	
              11

            
	
              SECTION
      2.09

            	 
      	
              Mutilated,
      Destroyed, Lost or Stolen Debt Securities

            	 
      	
              12

            
	
              SECTION
      2.10

            	 
      	
              Cancellation
      of Surrendered Debt Securities

            	 
      	
              12

            
	
              SECTION
      2.11

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

            	 
      	
              13

            
	
              SECTION
      2.12

            	 
      	
              Interest
      Rights Preserved

            	 
      	
              13

            
	
              SECTION
      2.13

            	 
      	
              Securities
      Denominated in Foreign Currencies

            	 
      	
              13

            
	
              SECTION
      2.14

            	 
      	
              Wire
      Transfers

            	 
      	
              13

            
	
              SECTION
      2.15

            	 
      	
              Securities
      Issuable in the Form of a Global Security

            	 
      	
              14

            
	
              SECTION
      2.16

            	 
      	
              Medium-term
      Securities

            	 
      	
              16

            
	 
      	 
      	 
      	 
      	 
      
	
              ARTICLE
      III.

            
	 
      	 
      	 
      	 
      	 
      
	
              REDEMPTION
      OF DEBT SECURITIES.

            
	
              SECTION
      3.01.

            	 
      	
              Applicability
      of Article

            	 
      	
              16

            
	
              SECTION
      3.02

            	 
      	
              Notice
      of Redemption; Selection of Debt Securities

            	 
      	
              16

            
	
              SECTION
      3.03.

            	 
      	
              Payment
      of Debt Securities Called for Redemption

            	 
      	
              17

            
	
              SECTION
      3.04.

            	 
      	
              Mandatory
      and Optional Sinking Funds

            	 
      	
              18

            
	
              SECTION
      3.05.

            	 
      	
              Redemption
      of Debt Securities for Sinking Fund

            	 
      	
              18

            
	
              SECTION
      3.06.

            	 
      	
              Right
      to Require Repurchase of Debt Securities by the Company upon Change in
      Control and Decline in Debt Rating

            	 
      	
              20

            
	 
      	 
      	 
      	 
      	 
      
	
              ARTICLE
      IV.

            
	 
      	 
      	 
      	 
      	 
      
	
              PARTICULAR
      COVENANTS OF THE COMPANY.

            
	
              SECTION
      4.01.

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

            	 
      	
              22

            
	
              SECTION
      4.02.

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

            	 
      	
              22

            
	
              SECTION
      4.03.

            	 
      	
              Appointment
      to Fill a Vacancy in the Office of Trustee

            	 
      	
              22

            
	
              SECTION
      4.04.

            	 
      	
              Duties
      of Paying Agents, etc.

            	 
      	
              22

            
	
              SECTION
      4.05.

            	 
      	
              Statement
      by Officers as to Default

            	 
      	
              23

            


    

     

    ii

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    
      	
              SECTION
      4.06.

            	 
      	
              Further
      Instruments and Acts

            	 
      	
              23

            
	 
      	 
      	 
      	 
      	 
      
	
              ARTICLE
      V.

            
	 
      	 
      	 
      	 
      	 
      
	
              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

            	 
      	
              23

            
	
              SECTION
      5.02.

            	 
      	
              Preservation
      of Information; Communications to Holders

            	 
      	
              24

            
	
              SECTION
      5.03.

            	 
      	
              Reports
      by Company

            	 
      	
              25

            
	
              SECTION
      5.04.

            	 
      	
              Reports
      by Trustee

            	 
      	
              25

            
	
              SECTION
      5.05.

            	 
      	
              Record
      Dates for Action by Holders

            	 
      	
              27

            
	 
      	 
      	 
      	 
      	 
      
	
              ARTICLE
      VI.

            
	 
      	 
      	 
      	 
      	 
      
	
              REMEDIES OF
      THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT.

            
	
              SECTION
      6.01.

            	 
      	
              Events
      of Default

            	 
      	
              27

            
	
              SECTION
      6.02.

            	 
      	
              Collection
      of Indebtedness by Trustee, etc

            	 
      	
              29

            
	
              SECTION
      6.03.

            	 
      	
              Application
      of Moneys Collected by Trustee

            	 
      	
              31

            
	
              SECTION
      6.04.

            	 
      	
              Limitation
      on Suits by Holders

            	 
      	
              31

            
	
              SECTION
      6.05.

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

            	 
      	
              32

            
	
              SECTION
      6.06.

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

            	 
      	
              32

            
	
              SECTION
      6.07.

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

            	 
      	
              33

            
	
              SECTION
      6.08.

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

            	 
      	
              33

            
	 
      	 
      	 
      	 
      	 
      
	
              ARTICLE
      VII.

            
	 
      	 
      	 
      	 
      	 
      
	
              CONCERNING THE
      TRUSTEE.

            
	
              SECTION
      7.01.

            	 
      	
              Certain
      Duties and Responsibilities

            	 
      	
              34

            
	
              SECTION
      7.02.

            	 
      	
              Certain
      Rights of Trustee

            	 
      	
              35

            
	
              SECTION
      7.03.

            	 
      	
              Trustee
      Not Liable for Recitals in Indenture or in Debt Securities

            	 
      	
              36

            
	
              SECTION
      7.04.

            	 
      	
              Trustee,
      Paying Agent or Registrar May Own Debt Securities

            	 
      	
              36

            
	
              SECTION
      7.05.

            	 
      	
              Moneys
      Received by Trustee To Be Held in Trust

            	 
      	
              36

            
	
              SECTION
      7.06.

            	 
      	
              Compensation
      and Reimbursement

            	 
      	
              36

            
	
              SECTION
      7.07.

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

            	 
      	
              37

            
	
              SECTION
      7.08.

            	 
      	
              Disqualification;
      Conflicting Interests

            	 
      	
              37

            
	
              SECTION
      7.09.

            	 
      	
              Requirements
      for Eligibility of Trustee

            	 
      	
              42

            


    

     

    iii

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    
      	
              SECTION
      7.10.

            	 
      	
              Resignation
      and Removal of Trustee

            	 
      	
              42

            
	
              SECTION
      7.11.

            	 
      	
              Acceptance
      by Successor to Trustee

            	 
      	
              43

            
	
              SECTION
      7.12.

            	 
      	
              Successor
      to Trustee by Merger, Consolidation or Succession to
    Business

            	 
      	
              44

            
	
              SECTION
      7.13.

            	 
      	
              Preferential
      Collection of Claims against Company

            	 
      	
              45

            
	 
      	 
      	 
      	 
      	 
      
	
              ARTICLE
      VIII.

            
	 
      	 
      	 
      	 
      	 
      
	
              CONCERNING THE
      HOLDERS.

            
	
              SECTION
      8.01.

            	 
      	
              Evidence
      of Action by Holders

            	 
      	
              48

            
	
              SECTION
      8.02.

            	 
      	
              Proof
      of Execution of Instruments and of Holding of Debt
    Securities

            	 
      	
              48

            
	
              SECTION
      8.03.

            	 
      	
              Who
      May Be Deemed Owner of Debt Securities

            	 
      	
              49

            
	
              SECTION
      8.04.

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

            	 
      	
              49

            
	
              SECTION
      8.05.

            	 
      	
              Instruments
      Executed by Holders Bind Future Holders

            	 
      	
              49

            
	 
      	 
      	 
      	 
      	 
      
	
              ARTICLE
      IX.

            
	 
      	 
      	 
      	 
      	 
      
	
              HOLDERS’ MEETINGS AND
      CONSENTS.

            
	
              SECTION
      9.01.

            	 
      	
              Purposes
      for Which Meetings May Be Called

            	 
      	
              50

            
	
              SECTION
      9.02.

            	 
      	
              Manner
      of Calling Meetings

            	 
      	
              50

            
	
              SECTION
      9.03.

            	 
      	
              Call
      of Meetings by Company or Holders

            	 
      	
              50

            
	
              SECTION
      9.04.

            	 
      	
              Who
      May Attend and Vote at Meetings

            	 
      	
              51

            
	
              SECTION
      9.05.

            	 
      	
              Regulations
      May Be Made by Trustee

            	 
      	
              51

            
	
              SECTION
      9.06.

            	 
      	
              Manner
      of Voting at Meetings and Record To Be Kept

            	 
      	
              51

            
	
              SECTION
      9.07.

            	 
      	
              Written
      Consent in Lieu of Meetings

            	 
      	
              52

            
	
              SECTION
      9.08.

            	 
      	
              No
      Delay of Rights by Meeting

            	 
      	
              52

            
	 
      	 
      	 
      	 
      	 
      
	
              ARTICLE
      X.

            
	 
      	 
      	 
      	 
      	 
      
	
              SUPPLEMENTAL
      INDENTURES.

            
	
              SECTION
      10.01.

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

            	 
      	
              52

            
	
              SECTION
      10.02.

            	 
      	
              Modification
      of Indenture with Consent of Holders of 66
      2/3% in
      Principal Amount of Debt Securities

            	 
      	
              53

            
	
              SECTION
      10.03.

            	 
      	
              Effect
      of Supplemental Indentures

            	 
      	
              54

            
	
              SECTION
      10.04.

            	 
      	
              Debt
      Securities May Bear Notation of Changes by Supplemental
      Indentures

            	 
      	
              54

            


    

     

    iv

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    
      	 
      	 
      	 
      	 
      	 
      
	
              ARTICLE
      XI.

            
	 
      	 
      	 
      	 
      	 
      
	
              CONSOLIDATION,
      MERGER, SALE OR CONVEYANCE.

            
	
              SECTION
      11.01.

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

            	 
      	
              55

            
	
              SECTION
      11.02.

            	 
      	
              Rights
      and Duties of Successor Corporation

            	 
      	
              55

            
	
              SECTION
      11.03.

            	 
      	
              Officers’
      Certificate and Opinion of Counsel

            	 
      	
              55

            
	 
      	 
      	 
      	 
      	 
      
	
              ARTICLE
      XII.

            
	 
      	 
      	 
      	 
      	 
      
	
              SATISFACTION
      AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS.

            
	
              SECTION
      12.01.

            	 
      	
              Satisfaction
      and Discharge of Indenture

            	 
      	
              56

            
	
              SECTION
      12.02.

            	 
      	
              Application
      by Trustee of Funds Deposited for Payment of Debt
    Securities

            	 
      	
              56

            
	
              SECTION
      12.03.

            	 
      	
              Repayment
      of Moneys Held by Paying Agent

            	 
      	
              56

            
	
              SECTION
      12.04.

            	 
      	
              Repayment
      of Moneys Held by Trustee

            	 
      	
              56

            
	 
      	 
      	 
      	 
      	 
      
	
              ARTICLE
      XIII.

            
	 
      	 
      	 
      	 
      	 
      
	
              IMMUNITY
      OF INCORPORATORS, STOCKHOLDERS, OFFICERS,

              DIRECTORS AND
      EMPLOYEES.

            
	
              SECTION
      13.01.

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

            	 
      	
              57

            
	 
      	 
      	 
      	 
      	 
      
	
              ARTICLE
      XIV.

            
	 
      	 
      	 
      	 
      	 
      
	
              SUBORDINATION
      OF DEBT SECURITIES.

            
	
              SECTION
      14.01.

            	 
      	
              Debt
      Securities Subordinate to Superior Indebtedness

            	 
      	
              57

            
	
              SECTION
      14.02.

            	 
      	
              Payment
      Over of Proceeds Upon Dissolution, etc

            	 
      	
              58

            
	
              SECTION
      14.03.

            	 
      	
              Trustee
      to Effectuate Subordination

            	 
      	
              60

            
	
              SECTION
      14.04.

            	 
      	
              Trustee
      Not Charged with Knowledge of Prohibition

            	 
      	
              60

            
	
              SECTION
      14.05.

            	 
      	
              Rights
      of Trustee as Holder of Superior Indebtedness

            	 
      	
              61

            
	
              SECTION
      14.06.

            	 
      	
              Trustee
      Not Fiduciary for Holders of Superior Indebtedness

            	 
      	
              61

            
	
              SECTION
      14.07.

            	 
      	
              Article
      Applicable to Paying Agents

            	 
      	
              61

            
	
              SECTION
      14.08.

            	 
      	
              Rights
      of Trustee

            	 
      	
              61

            


    

     

    v

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

     

    ARTICLE
XV.

     

     

    MISCELLANEOUS
PROVISIONS.

     

    
      	
              SECTION
      15.01.

            	 
      	
              Successors
      and Assigns of Company Bound by Indenture

            	 
      	
              62

            
	
              SECTION
      15.02.

            	 
      	
              Acts
      of Board, Committee or Officer of Successor Corporation
    Valid

            	 
      	
              62

            
	
              SECTION
      15.03.

            	 
      	
              Required
      Notices or Demands

            	 
      	
              62

            
	
              SECTION
      15.04.

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

            	 
      	
              62

            
	
              SECTION
      15.05.

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

            	 
      	
              62

            
	
              SECTION
      15.06.

            	 
      	
              Payments
      Due on Legal Holidays

            	 
      	
              63

            
	
              SECTION
      15.07.

            	 
      	
              Provisions
      Required by Trust Indenture Act of 1939 to Control

            	 
      	
              63

            
	
              SECTION
      15.08.

            	 
      	
              Indenture
      May Be Executed in Counterparts

            	 
      	
              63

            
	
              SECTION
      15.09.

            	 
      	
              Computation
      of Interest on Debt Securities

            	 
      	
              63

            
	
              SECTION
      15.10.

            	 
      	
              Effect
      of Headings

            	 
      	
              63

            
	 
      	 
      	 
      	 
      	 
      
	
              ACCEPTANCE
      OF TRUST BY TRUSTEE

            	 
      	 
      
	
              TESTIMONIUM

            	 
      	 
      
	
              SIGNATURES
      AND SEALS

            	 
      	 
      
	
              ACKNOWLEDGEMENTS

            	 
      	 
      


    

     

    vi

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

     

    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
I.

     

     

    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 different authorized
newspapers.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Board
of Directors:

     

     

    The term
“Board of Directors” shall mean the Board of Directors of the Company or the
Executive or Finance Committee of such Board, or except as the context may
otherwise require.

     

     

    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 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 in the City of New York, New York, at which at
any particular time its corporate trust business shall be administered pursuant
to Section 4.02.

     

     

    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.

     

     

    2

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

     

    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.

     

     

    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 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 15.05, 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 15.05, if applicable.

     

     

    3

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

     

    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 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.

     

     

    4

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    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 any
Account Manager or any officer within the Corporate Trust and Agency Group of
the Trustee, including any Vice President, any Assistant Vice President, any
trust officer or any other officer of the Trustee performing functions similar
to those performed by the persons who at the time shall be such officers, and
any other officer of the Trustee to whom corporate trust matters are 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.

     

     

    Superior
Indebtedness:

     

     

    The term
“Superior Indebtedness” shall mean (a) the principal of, premium, if any, and
accrued and unpaid interest (including interest accruing on or after the filing
of any petition in bankruptcy or for reorganization relating to the Company) on
(whether outstanding on the date of execution of this Indenture or thereafter
created, incurred or assumed) (i) indebtedness of the Company for money borrowed
(other than Debt Securities), (ii) guarantees by the Company of indebtedness for
money borrowed of any other person, (iii) indebtedness evidenced by notes,
debentures, bonds or other instruments of indebtedness for the payment of which
the Company is responsible or liable, by guarantees or otherwise, (iv)
obligations of the Company under any agreement relating to any interest rate or
currency swap, interest rate cap, interest rate collar, interest rate future,
currency exchange or forward currency transaction, or any similar interest rate
or currency hedging transaction, whether outstanding on the date of this
Indenture or thereafter created, incurred or assumed, and (v) obligations of the
Company under any agreement to lease or any lease of, any real or personal
property which, in accordance with generally accepted accounting principles, is
classified on the Company’s balance sheet as a liability, and (b) modifications,
renewals, extensions and refundings of any such indebtedness, liabilities,
obligations or guarantees; unless, in the instrument creating or evidencing the
same or pursuant to which the same is outstanding, it is provided that such
indebtedness, liabilities, obligations or guarantees or such modification,
renewal, extension or refunding thereof are not superior in right of payment to
the Debt Securities.

     

     

    5

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    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 in force at the date of this
Indenture as originally executed.

     

     

    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
II.

     

     

    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:

     

     

    6

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

     

    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
      Signature

                


        

      

    

     

    SECTION
2.03. Principal
Amount; Issuable in Series. The aggregate principal amount of 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 or
pursuant to a resolution of the Board of Directors and set forth in an Officers’
Certificate, or 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

     

     

    7

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    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;

     

     

    (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); and

     

     

    (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 and 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

     

     

    8

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

     

    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.

     

     

    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 15.05 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

     

     

    9

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

     

    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;

     

     

    (d) that
the Company has the corporate power to issue such Debt Securities, and has duly
taken all necessary corporate action with respect to such issuance;

     

     

    (e) that
the issuance of such Debt Securities will not contravene the charter or by-laws
of the Company or result in any violation of any of the terms or provisions of
any law or regulation or of any indenture, mortgage or other agreement known to
such counsel by which the Company is bound; and

     

     

    (f) 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 such Debt Securities and the execution and delivery of any
supplemental indenture (if any) will not violate the terms of this Indenture;
and

     

     

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

     

     

    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.

     

     

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

     

     

    SECTION
2.06. Denomination 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.

     

     

    10

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

     

    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.

     

     

    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 aspect 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 as 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

     

     

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    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 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 and
the Trustee with such security or indemnity as either 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 and the Trustee 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

     

     

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    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 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 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 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, as provided in the
Debt Securities of such series, notify the Trustee of the currency which it has
selected to constitute the funds necessary to meet the Company’s obligations 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.

     

     

    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.

     

     

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    SECTION
2.15. Securities
Issuable in the Form of a Global Security. (a) If the Company shall
establish pursuant to Sections 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 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.

     

     

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    (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.

     

     

    (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.

     

     

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    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.

     

     

    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
III.

     

     

    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 3.06 shall be applicable to the Debt Securities of every series
issued hereunder.

     

     

    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 a 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

     

     

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    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, that the redemption is for a sinking
fund payment (if applicable), 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.

     

     

    On or
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 (other than pursuant to mandatory sinking fund redemptions) 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 any Debt Security called for redemption shall
not be so paid upon surrender thereof on such redemption date, the principal and
premium, if any, shall bear interest until paid from the redemption date at the
rate borne by the Debt Securities of that series. 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

     

     

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    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 aggregate principal amount equal to and
in exchange for 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 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.

     

     

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    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 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.

     

     

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    SECTION
3.06. Right to Require
Repurchase of Debt Securities by the Company upon Change in Control and Decline
in Debt Rating. (a) In the event that (i) there shall occur any Change in
Control (as hereinafter defined) and (ii) the prevailing rating of the Debt
Securities by Standard & Poor’s Corporation or its successors (“S&P”) or
Moody’s Investors Service, Inc. or its successors (“Moody’s”) or another
nationally recognized rating agency selected by the Company, on any date within
90 days following public notice (as hereinafter defined) of the occurrence of
such Change in Control shall be less than the rating of the Debt Securities on
the date 30 days prior to the occurrence of such Change in Control by at least
one Full Rating Category (“Rating Decline”), each holder of Debt Securities
shall have the right, at such holder’s option, to require the Company to
purchase, and upon the exercise of such right the Company shall purchase, all or
any part of such holder’s Debt Securities on the date (the “Repurchase Date”)
that is 100 days after the last to occur of

     

     

    (i)
public notice of such Change in Control and

     

     

    (ii) the
Rating Decline, at the
Redemption Price in effect on the Repurchase Date, plus any accrued and unpaid
interest to the Repurchase Date.

     

     

    (b) On or
before the 28th day following the last to occur of

     

     

    (i)
public notice of such Change in Control and

     

     

    (ii) the
Rating Decline, the
Company, or at the written request of the Company, the Trustee, shall give
notice of a Change in Control and Rating Decline and of the repurchase right set
forth herein arising as a result thereof by first-class mail, postage prepaid,
to the Trustee and to each holder of Debt Securities at such holder’s address
appearing in the Debt Securities Register; provided that the Trustee shall not
be deemed to have knowledge of such Change in Control and Rating Decline until
such notice is given in writing to the Trustee by the Company. The Company shall
also cause a copy of such notice of a repurchase right to be published in a
newspaper of general circulation in the Borough of Manhattan, New
York.

     

     

    Each
notice of a repurchase right shall state:

     

     

    (1) the
Repurchase Date,

     

     

    (2) the
date by which the repurchase right must be exercised,

     

     

    (3) the
price at which the repurchase is to be made, if the repurchase right is
exercised, and

     

     

    (4) a
description of the procedure which a holder of Debt Securities must follow to
exercise a repurchase right.

     

     

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    No
failure of the Company to give the foregoing notice shall limit any holder’s
right to exercise a repurchase right.

     

     

    (c) To
exercise a repurchase right, a holder of Debt Securities shall deliver to the
Company (or an agent designated by the Company for such purpose in the notice
referred to in (b) above) at least ten days prior to the Repurchase Date (i)
written notice of the holder’s exercise of such right, which notice shall set
forth the name of the holder, the principal amount of the Debt Security or Debt
Securities (or portion of a Debt Security) to be repurchased, and a statement
that the option to exercise the repurchase right is being made thereby, and (ii)
the Debt Security with respect to which the repurchase right is being exercised,
duly endorsed for transfer to the Company. Such written notice shall be
irrevocable.

     

     

    (d) In
the event a repurchase right shall be exercised in accordance with the terms
hereof, the Company shall pay or cause to be paid the price payable with respect
to the Debt Security or Debt Securities as to which the repurchase right has
been exercised in cash to the holder of such Debt Security or Debt Securities,
on the Repurchase Date. In the event that a repurchase right is exercised with
respect to less than the entire principal amount of a surrendered Debt Security,
the Company shall execute and deliver to the Trustee and the Trustee shall
authenticate for issuance in the name of the holder a new Debt Security or Debt
Securities in the aggregate principal amount of the unrepurchased portion of
such surrendered Debt Security.

     

     

    (e) As
used in this Section 3.06:

     

     

    (1) a
“Change of Control” shall be deemed to have occurred at such time as (i) a
“person” or “group” (within the meaning of Section 13(d) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended) becomes the “beneficial owner” (as
defined in Rule 13d-3 under such Exchange Act) of more than fifty percent (50%)
of the then outstanding voting stock of the Company, otherwise than through a
transaction arranged by, or consummated with the prior approval of, the Board of
Directors of the Company, or (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Company’s Board
of Directors (together with any new Director whose election by the Company’s
Board of Directors or whose nomination for election by the Company’s
stockholders was approved by a vote of at least two-thirds of the Directors then
still in office who either were Directors at the beginning of such period or
whose election or nomination for election was previously so approved) cease for
any reason to constitute a majority of the Directors then in
office.

     

     

    (2) the
term “Full Rating Category” shall mean (i) with respect to S&P, any of the
following categories: AAA, AA, A, BBB, BB, B, CCC, CC and C, (ii) with respect
to Moody’s, any of the following categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca and
C, (iii) the equivalent of any such category by S&P or Moody’s and (iv) the
equivalent of such ratings by any other nationally recognized securities rating
agency selected by the Company. In determining whether the rating of the Debt
Securities has decreased by the equivalent of one Full Rating Category,
graduation within Full Rating Categories (+ and - for S&P; 1, 2 and 3 for
Moody’s; or the equivalent for S&P or Moody’s or any such other rating
agency) shall be taken into account.

     

     

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    (3) the
term “public notice” shall, without limitation, include any filing or report
made in accordance with the requirements of the Securities and Exchange
Commission or any press release or public announcement made by the
Company.

     

     

    (f)
Notwithstanding anything to the contrary contained in this Section 3.06, if a
Rating Decline shall apply to less than all series of the Debt Securities, the
repurchase rights described herein shall apply only to the series with respect
to which there has been a Rating Decline.

     

     

    ARTICLE
IV.

     

     

    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 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;

     

     

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    (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. 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 (currently on a calendar year basis) ending after the date hereof, an
Officers’ Certificate stating, as to each officer signing such certificate,
whether or not to the best of his knowledge the Company is in default in 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
4.06. 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
V.

     

     

    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:

     

     

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    (a) 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.

     

     

    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

     

     

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    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 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 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, in the manner and to the extent provided in
subsection (e) of Section 5.04, 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) On or before each July 15, beginning with the year that the
Debt Securities are issued, and on or before July 15 in every year thereafter,
so long

     

     

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    as any
Debt Securities are outstanding, the Trustee shall transmit to the Holders as
hereinafter in this Section 5.04 provided and to the Company a brief report
dated as of the preceding May 15, with respect to:

     

     

    (1) its
eligibility under Section 7.09, and its qualification under Section 7.08, or in
lieu thereof, if to the best of its knowledge it has continued to be eligible
and qualified under such Sections, a written statement to such
effect;

     

     

    (2) the
character and amount of any advances (and if the Trustee elects so to state, the
circumstances surrounding the making thereof) made by the Trustee (as such)
which remain unpaid on the date of such report, and for the reimbursement of
which it claims or may claim a lien or charge, prior to that of the Debt
Securities, on any property or funds held or collected by it as Trustee, except
the Trustee shall not be required (but may elect) to report such advances if
such advances so remaining unpaid aggregate not more than one-half of one per
cent of the principal amount of the outstanding Debt Securities on the date of
such report;

     

     

    (3) the
amount, interest rate, and maturity date of all other indebtedness owing by the
Company (or by any other obligor on the Debt Securities) to the Trustee in its
individual capacity, on the date of such report, with a brief description of any
property held as collateral security therefor, except an indebtedness based upon
a creditor relationship arising in any manner described in paragraph (2), (3),
(4) or (6) of subsection (b) of Section 7.13;

     

     

    (4) the
property and funds, if any, physically in the possession of the Trustee (as
such) on the date of such report;

     

     

    (5) any
additional issue of Debt Securities which the Trustee has not previously
reported; and

     

     

    (6) any
action taken by the Trustee in the performance of its duties under this
Indenture which it has not previously reported and which in its opinion
materially affects the Debt Securities, except action in respect of a default,
notice of which has been or is to be withheld by it in accordance with the
provisions of Section 6.07.

     

     

    (b) The
Trustee shall transmit to the Holders, as hereinafter provided, and to the
Company a brief report with respect to the character and amount of any advances
(and if the Trustee elects so to state, the circumstances surrounding the making
thereof) made by the Trustee (as such) since the date of the last report
transmitted pursuant to the provisions of subsection (a) of this Section 5.04
(or if no such report has yet been so transmitted, since the date of execution
of this Indenture), for the reimbursement of which it claims or may claim a lien
or charge prior to that of the Debt Securities on property or funds held or
collected by it as Trustee, and which it has not previously reported pursuant to
this subsection, except that the Trustee shall not be required (but may elect)
to report such advances if such advances remaining unpaid at any time aggregate
ten per cent or less of the principal amount of Debt Securities outstanding at
such time, such report to be transmitted within 90 days after such
time.

     

     

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    (c)
Reports pursuant to this Section 5.04 shall be transmitted by mail to all
Holders, as the names and addresses of such Holders appear upon the Debt
Security Register.

     

     

    (d) 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 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
VI.

     

     

    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 instalment 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, upon redemption, by declaration or otherwise, other than any
sinking fund instalment; or

     

     

    (c)
default in the payment of any sinking fund instalment 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

     

     

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    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, 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 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

     

     

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    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 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 instalment 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.

     

     

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    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 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, and
all other expenses and liabilities incurred, and all advances made, by the
Trustee except as a result of its negligence or bad faith.

     

     

    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.

     

     

    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

     

     

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    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 by law.

     

     

    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:

     

     

    FIRST: To
the payment of all monies 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 instalment of interest over any other instalment 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

     

     

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    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
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

     

     

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    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 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 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

     

     

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    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
VII.

     

     

    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 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

     

     

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    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, 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

     

     

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    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

     

     

    (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

     

     

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    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 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. (a) If the Trustee has or shall acquire any
conflicting interest, as defined in this Section 7.08, it shall, within 90 days
after ascertaining that it has such conflicting interest, either eliminate such
conflicting interest or resign in the manner and with the effect specified in
Section 7.10.

     

     

    (b) In
the event that the Trustee shall fail to comply with the provisions of
subsection (a) of this Section 7.08, the Trustee shall, within ten days after
the expiration of such 90-day period, transmit notice of such failure to the
Holders, as the names and addresses of such Holders appear upon the Debt
Securities Register.

     

     

    (c) For
the purposes of this Section 7.08 the Trustee shall be deemed to have a
conflicting interest with respect to the, Debt Securities of any series
if

     

     

    (1) the
Trustee is trustee with respect to two or more series of Debt Securities or is
trustee under another indenture under which any other securities, or
certificates of interest or participation in any other securities, of the
Company, are outstanding, unless such other indenture is a collateral trust
indenture under which the only collateral consists of Debt Securities issued
under this Indenture, provided that there shall be excluded from 

     

     

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    the
operation of this paragraph (i) the indenture dated as of May 1, 1983, relating
to the Company’s $100,000,000 8 3/4% Convertible Subordinated Debentures Due
2008 and (ii) this Indenture, in the event the Trustee is such in respect of two
or more series of Debt Securities, or any other indenture or indentures under
which other securities, or certificates of interest or participation in other
securities of the Company are outstanding if (A) this Indenture and such other
indenture or indentures are wholly unsecured and such other indenture or
indentures are hereafter qualified under the Trust Indenture Act of 1939, unless
the Securities and Exchange Commission shall have found and declared by order
pursuant to subsection (b) of Section 305 or subsection (c) of Section 307 of
the Trust Indenture Act of 1939 that differences exist between the provisions of
this Indenture and the provisions of such other indenture or indentures which
are so likely to involve a material conflict of interest as to make it necessary
in the public interest or for the protection of investors to disqualify the
Trustee from acting as such under this Indenture and such other indenture or
indentures, or (B) the Company shall have sustained the burden of proving, on
application to the Securities and Exchange Commission and after opportunity for
hearing thereon, that the trusteeship under this Indenture with respect to Debt
Securities and such other indenture or indentures is not so likely to involve a
material conflict of interest as to make it necessary in the public interest or
for the protection of investors to disqualify the Trustee from acting as such
under this Indenture with respect to Debt Securities and such other indenture or
indentures;

     

     

    (2) the
Trustee or any of its directors or executive officers is an obligor upon the
Debt Securities of any series issued under this Indenture or an underwriter for
the Company;

     

     

    (3) the
Trustee directly or indirectly controls or is directly or indirectly controlled
by or under direct or indirect common control with the Company or an underwriter
for the Company;

     

     

    (4) the
Trustee or any of its directors or executive officers is a director, officer,
partner, employee, appointee, or representative of the Company, or of an
underwriter (other than the Trustee itself) for the Company who is currently
engaged in the business of underwriting, except that (A) one individual may be a
director and/or an executive officer of the Trustee and a director and/or an
executive officer of the Company, but may not be at the same time an executive
officer of both the Trustee and the Company; (B) if and so long as the number of
directors of the Trustee in office is more than nine, one additional individual
may be a director and/or an executive officer of the Trustee and a director of
the Company; and (C) the Trustee may be designated by the Company or by any
underwriter for the Company to act in the capacity of transfer agent, registrar,
custodian, paying agent, fiscal agent, escrow agent, or depositary, or in any
other similar capacity, or, subject to the provisions of paragraph (1) of this
subsection (c), to act as trustee whether under an indenture or
otherwise;

     

     

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    (5) ten
percent or more of the voting securities of the Trustee is beneficially owned
either by the Company or by any director, partner, or executive officer thereof,
or 20 percent or more of such voting securities is beneficially owned,
collectively, by any two or more of such persons; or ten percent or more of the
voting securities of the Trustee is beneficially owned either by an underwriter
for the Company or by any director, partner, or executive officer thereof, or is
beneficially owned, collectively, by any two or more such persons;

     

     

    (6) the
Trustee is the beneficial owner of, or holds as collateral security for an
obligation which is in default, (A) five percent or more of the voting
securities, or ten percent or more of any other class of security, of the
Company, not including the Debt Securities issued under this Indenture and
securities issued under any other indenture under which the Trustee is also
trustee, or (B) ten percent or more of any class of security of an underwriter
for the Company;

     

     

    (7) the
Trustee is the beneficial owner of, or holds as collateral security for an
obligation which is in default, five percent or more of the voting securities of
any person who, to the knowledge of the Trustee, owns ten percent or more of the
voting securities of, or controls directly or indirectly or is under direct or
indirect common control with, the Company;

     

     

    (8) the
Trustee is the beneficial owner of, or holds as collateral security for an
obligation which is in default, ten percent or more of any class of security of
any person who, to the knowledge of the Trustee, owns 50 percent or more of the
voting securities of the Company; or

     

     

    (9) the
Trustee owns on May 15 in any calendar year, in the capacity of executor,
administrator, testamentary or inter vivos trustee, guardian, committee or
conservator, or in any other similar capacity, an aggregate of 25 percent or
more of the voting securities, or of any class of security, of any person, the
beneficial ownership of a specified percentage of which would have constituted a
conflicting interest under paragraph (6), (7) or (8) of this subsection (c). As
to any such securities of which the Trustee acquired ownership through becoming
executor, administrator, or testamentary trustee of an estate which included
them, the provisions of the preceding sentence shall not apply, for a period of
two years from the date of such acquisition, to the extent that such securities
included in such estate do not exceed twenty-five percent of such voting
securities or twenty-five percent of any such class of security. Promptly after
May 15, in each calendar year, the Trustee shall make a check of its holdings of
such securities in any of the above-mentioned capacities as of such May 15. If
the Company fails to make payment in full of principal of or interest on any of
the Debt Securities when and as the same becomes due and payable, and such
failure continues for 30 days thereafter, the Trustee shall make a prompt check
of its holdings of such securities in any of the above-mentioned capacities as
of the date of the expiration of such 30-day period, and after such date,
notwithstanding the foregoing provisions of this paragraph (9), all such
securities so held by the Trustee, with sole or joint control over such
securities vested in it, shall, but only so long as such failure shall continue,
be considered as through beneficially owned by the Trustee for the purposes of
paragraphs (6), (7) and (8) of this subsection (c).

     

     

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    The
specifications of percentages in paragraphs (5) to (9) inclusive, of this
subsection (c) shall not be construed as indicating that the ownership of such
percentages of the securities of a person is or is not sufficient to constitute
direct or indirect control for the purposes of Paragraph (3) or (7) of this
subsection (c).

     

     

    For the
purposes of paragraphs (6), (7), (8) and (9) of this subsection (c) only, (A)
the terms “security” and “securities” shall include only such securities as are
generally known as corporate securities, but shall not include any note or other
evidence of indebtedness issued to evidence an obligation to repay moneys lent
to a person by one or more banks, trust companies or banking firms, or any
certificate of interest or participation in any such note or evidence of
indebtedness; (B) an obligation shall be deemed to be in default when a default
in payment of principal shall have continued for 30 days or more and shall not
have been cured; and (C) the Trustee shall not be deemed to be the owner or
holder of (i) any security which it holds as collateral security (as trustee or
otherwise) for an obligation which is not in default as defined in clause (B)
above, or (ii) any security which it holds as collateral security under this
Indenture, irrespective of any default hereunder, or (iii) any security which it
holds as agent for collection, or as custodian, escrow agent, or depositary, or
in any similar representative capacity.

     

     

    Except as
provided in the next preceding paragraph, the term “security” or “securities” as
used in this Indenture shall mean any note, stock, treasury stock, bond,
debenture, evidence of indebtedness, certificate of interest or participation in
any profit-sharing agreement, collateral-trust certificate, preorganization
certificate or subscription, transferable share, investment contract,
voting-trust certificate, certificate of deposit for a security, fractional
undivided interest in oil, gas or other mineral rights, or, in general, any
interest or instrument commonly known as a “security”, or any certificate of
interest or participation in, temporary or interim certificate for, receipt for,
guarantee of, or warrant or right to subscribe to or purchase, any of the
foregoing.

     

     

    (d) For
the purposes of this Section 7.08:

     

     

    (1) the
term “underwriter” when used with reference to the Company shall mean every
person, who, within three years prior to the time as of which the determination
is made, has purchased from the Company with a view to, or has offered or sold
for the Company in connection with, the distribution of any security of the
Company outstanding at such time, or has participated or has had a direct or
indirect participation in any such undertaking, or has participated or has had a
participation in the direct or indirect underwriting of any such undertaking,
but such term shall not include a person whose interest was limited to a
commission from an underwriter or dealer not in excess of the usual and
customary distributors’ or sellers’ commission.

     

     

    (2) the
term “director” shall mean any director of a corporation or any individual
performing similar functions with respect to any organization whether
incorporated or unincorporated.

     

     

    (3) the
term “person” shall mean an individual, a corporation, a partnership, an
association, a joint-stock company, a trust, an unincorporated organization, or
a government or political subdivision thereof. As used in this paragraph, the
term “trust” shall
include only a trust where the interest or interests of the beneficiary or
beneficiaries are evidenced by a security.

       

    

     

     

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    (4) the
term “voting security” shall mean any security presently entitling the owner or
holder thereof to vote in the direction or management of the affairs of a
person, or any security issued under or pursuant to any trust, agreement or
arrangement whereby a trustee or trustees or agent or agents for the owner or
holder of such security are presently entitled to vote in the direction or
management of the affairs of a person.

     

     

    (5) the
term “Company” shall mean any obligor upon the Debt Securities.

     

     

    (6) the
term “executive officer” shall mean the president, every vice president, every
trust officer, the cashier, the secretary, and the treasurer of a corporation,
and any individual customarily performing similar functions with respect to any
organization whether incorporated or unincorporated, but shall not include the
chairman of the board of directors.

     

     

    The
percentages of voting securities and other securities specified in this Section
7.08 shall be calculated in accordance with the following
provisions:

     

     

    (A) A
specified percentage of the voting securities of the Trustee, the Company or any
other person referred to in this Section 7.08 (each of whom is referred to as a
“person” in this paragraph) means such amount of the outstanding voting
securities of such person as entitles the holder or holders thereof to cast such
specified percentage of the aggregate votes which the holders of all the
outstanding voting securities of such person are entitled to cast in the
direction or management of the affairs of such person.

     

     

    (B) A
specified percentage of a class of securities of a person means such percentage
of the aggregate amount of securities of the class outstanding.

     

     

    (C) The
term “amount” when used in regard to securities, means the principal amount if
relating to evidences of indebtedness, the number of shares if relating to
capital shares, and the number of units if relating to any other kind of
security.

     

     

    (D) The
term “outstanding” means issued and not held by or for the account of the
issuer. The following securities shall not be deemed outstanding within the
meaning of this definition:

     

     

    (i)
securities of an issuer held in a sinking fund relating to securities of the
issuer of the same class,

     

     

    (ii)
securities of an issuer held in a sinking fund relating to another class of
securities of the issuer, if the obligation evidenced by such other class of
securities is not in default as to principal or interest or
otherwise,

     

     

    (iii)
securities pledged by the issuer thereof as security for an obligation of the
issuer not in default as to principal or interest, or otherwise,
and

     

     

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    (iv)
securities held in escrow if placed in escrow by the issuer thereof;
provided
that any voting securities of an issuer shall be deemed outstanding if any
person other than the issuer is entitled to exercise the voting rights
thereof.

     

     

    (E) A
security shall be deemed to be of the same class as another security if both
securities confer upon the holder or holders thereof substantially the same
rights and privileges, provided that, in the case of secured evidences of
indebtedness, all of which are issued under a single indenture, differences in
the interest rates or maturity dates of various series thereof shall not be
deemed sufficient to constitute such series different classes; and provided,
further, that, in the case of unsecured evidences of indebtedness, differences
in the interest rates or maturity dates thereof shall not be deemed sufficient
to constitute them securities of different classes, whether or not they are
issued under a single indenture.

     

     

    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 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

     

     

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    (1) the
Trustee shall fail to comply with the provisions of subsection (a) 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 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,

     

     

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    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 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

     

     

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    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.

     

     

    SECTION
7.13. Preferential
Collection of Claims against Company. (a) Subject to the provisions of
subsection (b) of this Section 7.13, if the Trustee shall be or shall become a
creditor, directly or indirectly, secured or unsecured, of the Company or of any
other obligor on the Debt Securities within four months prior to a default, as
defined in subsection (c) of this Section 7.13, or subsequent to such a default,
then, unless and until such default shall be cured, the Trustee shall set apart
and hold in a special account for the benefit of the Trustee individually, the
Holders of the Debt Securities and the holders of other indenture securities (as
defined in subsection (c) of this Section 7.13):

     

     

    (1) an
amount equal to any and all reductions in the amount due and owing upon any
claim as such creditor in respect of principal or interest, effected after the
beginning of such four months’ period and valid as against the Company and its
other creditors, except any such reduction resulting from the receipt or
disposition of any property described in paragraph (2) of this subsection (a),
or from the exercise of any right of set-off which the Trustee could have
exercised if a petition in bankruptcy had been filed by or against the Company
upon the date of such default; and

     

     

    (2) all
property received by the Trustee in respect of any claim as such creditor,
either as security therefor, or in satisfaction or composition thereof, or
otherwise, after the beginning of such four months’ period, or an amount equal
to the proceeds of any such property, if disposed of, subject, however, to the
rights, if any, of the Company and its other creditors in such property or such
proceeds.

     

     

    Nothing
herein contained, however, shall affect the right of the Trustee

     

     

    (A) to
retain for its own account (i) payments made on account of any such claim by any
person (other than the Company) who is liable thereon, and (ii) the proceeds of
the bona fide sale of any such claim by the Trustee to a third person, and (iii)
distributions made in cash, securities or other property in respect of claims
filed against the Company in bankruptcy or receivership or in proceedings for
reorganization pursuant to the National Bankruptcy Act or applicable State
law;

     

     

    (B) to
realize, for its own account, upon any property held by it as security for any
such claim, if such property was so held prior to the beginning of such four
months’ period;

     

     

    (C) to
realize, for its own account, but only to the extent of the claim hereinafter
mentioned, upon any property held by it as security for any such claim, if such
claim was created after the beginning of such four months’ period and such
property was received as security therefor simultaneously with the creation
thereof, and if the Trustee shall sustain the burden of proving that at the time
such property was so received the Trustee

     

     

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    had no
reasonable cause to believe that a default as defined in subsection (c) of this
Section 7.13 would occur within four months; or

     

     

    (D) to
receive payment on any claim referred to in paragraph (B) or (C), against the
release of any property held as security for such claim as provided in such
paragraph (B) or (C), as the case may be, to the extent of the fair value of
such property.

     

     

    For the
purposes of paragraphs (B), (C), and (D), property substituted after the
beginning of such four months’ period for property held as security at the time
of such substitution shall, to the extent of the fair value of the property
released, have the same status as the property released, and, to the extent that
any claim referred to in any of such paragraphs is created in renewal of or in
substitution for or for the purpose of repaying or refunding any preexisting
claim of the Trustee as such creditor, such claim shall have the same status as
such preexisting claim.

     

     

    If the
Trustee shall be required to account, the funds and property held in such
special account and the proceeds thereof shall be apportioned between the
Trustee, the Holders and the holders of other indenture securities in such
manner that the Trustee, the Holders and the holders of other indenture
securities realize, as a result of payments from such special account and
payments of dividends on claims filed against the Company in bankruptcy or
receivership or in proceeding for reorganization under Title 11 of the United
States Code or any other Federal or state bankruptcy, insolvency or similar law,
the same percentage of their respective claims, figured before crediting to the
claim of the Trustee anything on account of the receipt by it from the Company
of the funds and property in such special account and before crediting to the
respective claims of the Trustee, the Holders, and the holders of other
indenture securities dividends on claims filed against the Company in bankruptcy
or receivership or in proceedings for reorganization under Title 11 of the
United States Code or any other Federal or state bankruptcy, insolvency or
similar law, but after crediting thereon receipts on account of the indebtedness
represented by their respective claims from all sources other than from such
dividends and from the funds and property so held in such special account. As
used in this paragraph, with respect to any claim, the term “dividends” shall
include any distribution with respect to such claim, in bankruptcy or
receivership or in proceedings for reorganization under Title 11 of the United
States Code or any other Federal or state bankruptcy, insolvency or similar law,
whether such distribution is made in cash, securities or other property, but
shall not include any such distribution with respect to the secured portion, if
any, of such claim. The court in which such bankruptcy, receivership, or
proceedings for reorganization is pending shall have jurisdiction (i) to
apportion among the Trustee, the Holders, and the holders of other indenture
securities, in accordance with the provisions of this paragraph, the funds and
property held in such special account and the proceeds thereof, or (ii) in lieu
of such apportionment, in whole or in part, to give the provisions of this
paragraph due consideration in determining the fairness of the distributions to
be made to the Trustee, the Holders and the holders of other indenture
securities with respect to their respective claims, in which event it shall not
be needed to liquidate or to appraise the value of any securities or other
property held in such special account or as security for any such claim, or to
make a specific allocation of such distributions as between the secured and
unsecured portions of such claims, or otherwise to apply the provisions of this
paragraph as a mathematical formula.

     

     

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    Any
Trustee who has resigned or been removed after the beginning of such four
months’ period shall be subject to the provisions of this subsection (a) as
though such resignation or removal had not occurred. If any Trustee has resigned
or been removed prior to the beginning of such four months’ period, it shall be
subject to the provisions of this subsection (a) if and only if the following
conditions exist:

     

     

    (i) the
receipt of property or reduction of claim which would have given rise to the
obligation to account, if such Trustee had continued as trustee, occurred after
the beginning of such four months’ period; and

     

     

    (ii) such
receipt of property or reduction of claim occurred within four months after such
resignation or removal.

     

     

    (b) There
shall be excluded from the operation of subsection (a) of this Section 7.13 a
creditor relationship arising from

     

     

    (1) the
ownership or acquisition of securities issued under any indenture, or any
security or securities having a maturity of one year or more at the time of
acquisition by the Trustee;

     

     

    (2)
advances authorized by a receivership or bankruptcy court of competent
jurisdiction, or by this Indenture, for the purpose of preserving any property
which shall at any time be subject to the lien of this Indenture or of
discharging tax liens or other prior liens or encumbrances thereon, if notice of
such advance and of the circumstances surrounding the making thereof is given to
the Holders in the manner provided in subsection (e) of Section
5.04;

     

     

    (3)
disbursements made in the ordinary course of business in the capacity of trustee
under an indenture, transfer agent, registrar, custodian, paying agent, fiscal
agent or depositary, or other similar capacity;

     

     

    (4) an
indebtedness created as a result of services rendered or premises rented; or an
indebtedness created as a result of goods or securities sold in a cash
transaction as defined in subsection (c) of this Section 7.13;

     

     

    (5) the
ownership of stock or of other securities of a corporation organized under the
provisions of Section 25(a) of the Federal Reserve Act, as amended, which is
directly or indirectly a creditor of the Company; or

     

     

    (6) the
acquisition, ownership, acceptance or negotiation of any drafts, bills of
exchange, acceptances or obligations which fall within the classification of
self-liquidating paper as defined in subsection (c) of this Section
7.13.

     

     

    (c) As
used in this Section 7.13:

     

     

    (1) The
term “default” shall mean any failure to make payment in full of the principal
of or interest upon any of the Debt Securities or upon the other indenture
securities when and as such principal or interest becomes due and
payable.

     

     

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    (2) The
term “other indenture securities” shall mean securities upon which the Company
is an obligor (as defined in the Trust Indenture Act of 1939) outstanding under
any other indenture (A) under which the Trustee is also trustee, (B) which
contains provisions substantially similar to the provisions of subsection (a) of
this Section 7.13, and (C) under which a default exists at the time of the
apportionment of the funds and property held in said special
account.

     

     

    (3) The
term “cash transaction” shall mean any transaction in which full payment for
goods or securities sold is made within seven days after delivery of the goods
or securities in currency or in cheeks or other orders drawn upon banks or
bankers and payable upon demand.

     

     

    (4) The
term “self-liquidating paper” shall mean any draft, bill of exchange, acceptance
or obligation which is made, drawn, negotiated or incurred by the Company for
the purpose of financing the purchase, processing, manufacture, shipment,
storage or sale of goods, wares or merchandise and which is secured by documents
evidencing title to, possession of, or a lien upon, the goods, wares or
merchandise or the receivables or proceeds arising from the sale of the goods,
wares or merchandise previously constituting the security, provided the security
is received by the Trustee simultaneously with the creation of the creditor
relationship with the Company arising from the making, drawing, negotiating or
incurring of the draft, bill of exchange, acceptance or obligation.

     

     

    (5) The
term “Company” shall mean any obligor upon the Debt Securities.

     

     

    ARTICLE
VIII.

     

     

    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 Sections 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.

     

     

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    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 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

     

     

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    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
IX.

     

     

    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:

     

     

    (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 action 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,

     

     

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    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 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

     

     

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    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.

     

     

    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
X.

     

     

    SUPPLEMENTAL
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 XI;

     

     

    (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 shall
consider to be for the protection of the

     

     

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    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, 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 or amend 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

     

     

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    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 amount
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 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,

     

     

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    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
XI.

     

     

    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
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

     

     

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    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
XII.

     

     

    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
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.

     

     

    SECTION
12.02. Application by
Trustee of Funds Deposited for Payment of Debt Securities. All moneys
deposited with the Trustee pursuant to Section 12.01 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 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, together
with applicable interest as may have been agreed upon by the Company, if any
(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 two 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,

     

     

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    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 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.

     

     

    ARTICLE
XIII.

     

     

    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
XIV.

     

     

    SUBORDINATION OF DEBT
SECURITIES.

     

     

    SECTION
14.01. Debt Securities
Subordinate to Superior Indebtedness. The Company, for itself, its
successors and assigns, covenants and agrees, and each Holder of Debt
Securities, by his acceptance thereof, likewise covenants and agrees, that all
Debt Securities issued hereunder shall be subordinated and subject, to the
extent and in the manner herein set forth, in right of payment to the prior
payment in full of all Superior Indebtedness. The provisions of this Article are
made for the benefit of all holders of Superior Indebtedness, and any such
holder may proceed to enforce such provisions.

     

     

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    For
purposes of this Section “payment in full”, as used with respect to Superior
Indebtedness, means the receipt of cash or securities (taken at their fair value
at the time of receipt, determined as hereinafter provided) of the principal
amount of the Superior Indebtedness and premium, if any, and interest thereon to
the date of such payment. “Fair value” means (i) if the securities are quoted on
a nationally recognized securities exchange, the closing price on the day such
securities are received or, if there are no sales reported on that day, the
reported closing bid price on that day, and (ii) if the securities are not so
quoted, a price determined by a nationally recognized investment banking house
selected by the Holders of Debt Securities and the holders of Superior
Indebtedness receiving such securities, such price to be determined as of the
date of receipt of such securities by the holders of Superior
Indebtedness.

     

     

    SECTION
14.02. Payment Over of
Proceeds Upon Dissolution, etc. No payment by the Company on account of
principal of or premium, if any, or interest on the Debt Securities (including
sinking fund payments) shall be made if any default or event of default with
respect to any Superior Indebtedness, which permits or with the giving of notice
or passage of time or both would permit the holders thereof (or a trustee on
their behalf) to accelerate the maturity thereof, shall have occurred and be
continuing and (unless such default or event of default is the failure by the
Company to pay principal or interest on any instrument constituting Superior
Indebtedness) the Company and the Trustee shall have received written notice
thereof from the holders of at least 10% in principal amount of any kind or
category of any Superior Indebtedness (or the representative or trustee of such
holders) or the Trustee shall have received written notice thereof from the
Company; provided, however, that (i) if the Company receives any such notice, a
similar notice received within nine months thereafter relating to the same
default on the same issue of Superior Indebtedness shall not be effective for
purposes of this Section, and (ii) the Company may resume payments on the Debt
Securities (unless otherwise prohibited by this Article) if (a) the default is
cured or waived or (b) unless such default or event of default is the failure by
the Company to pay principal or interest on any investment constituting Superior
Indebtedness, 120 days pass after the notice is given if the default is not the
subject of judicial proceedings.

     

     

    Upon any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to creditors upon any dissolution or
winding up or liquidation or reorganization of the Company, whether voluntary or
involuntary or in bankruptcy, insolvency, receivership or other proceedings, all
principal of (and premium, if any) and interest due or to become due upon all
Superior Indebtedness shall first be paid in full before the Holders of Debt
Securities, or the Trustee, shall be entitled to receive any assets, other than
shares of stock of the Company as reorganized or readjusted or securities of the
Company or any other corporation provided for by a plan of reorganization or
readjustment, the payment of which is subordinated, at least to the same extent
as the Debt Securities, to the payment of all Superior Indebtedness which may at
the time be outstanding, so paid or distributed in respect of the Debt
Securities (for principal, premium, if any, or interest); and upon such
dissolution or winding up or liquidation or reorganization any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, other than shares of stock of the Company as reorganized
or readjusted or securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment, the payment of which is
subordinated, at least to the same extent as the Debt Securities, to the payment
of all Superior Indebtedness which may at the time be outstanding, to which the
Holders of Debt Securities or the Trustee

     

     

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    would be
entitled, except for the provisions of this Section, shall be paid by the
Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or
other person making such payment or distribution, or by the Holders of Debt
Securities or the Trustee if received by them or it, directly to the holders of
Superior Indebtedness (pro rata to each such holder on the basis of the
respective amounts of Superior Indebtedness held by such holder) or their
representatives or trustees, to the extent necessary to pay all Superior
Indebtedness in full, after giving effect to any concurrent payment or
distribution to or for the holders of Superior Indebtedness, before any payment
or distribution is made to the Holders of Debt Securities or to the
Trustee.

     

     

    No holder
of Superior Indebtedness shall be prejudiced in his right to enforce
subordination of the Debt Securities by any act or failure to act on the part of
the Company.

     

     

    Without
notice to or the consent of the Holders of Debt Securities or the Trustee, the
holders of Superior Indebtedness may at any time and from time to time, without
impairing or releasing the subordination herein made, change the manner, place
or terms of payment, or change or extend the time of payment of or renew or
alter the Superior Indebtedness, or amend or supplement in any manner any
instrument evidencing the Superior Indebtedness, any agreement pursuant to which
the Superior Indebtedness was issued or incurred or any instrument securing or
relating to the Superior Indebtedness; release any person liable in any manner
for the payment or collection of the Superior Indebtedness; exercise or refrain
from exercising any rights in respect of the Superior Indebtedness against the
Company or any other person; apply any moneys or other property paid by any
person or rely in any manner to the Superior Indebtedness; or accept or release
any security for the Superior Indebtedness.

     

     

    Subject
to the payment in full of all Superior Indebtedness, the Holders of Debt
Securities shall be subrogated (equally and ratably with the holders of all
indebtedness of the Company which, by its express terms, ranks on a parity with
the Debt Securities and is entitled to like rights of subrogation) to the rights
of the holders of Superior Indebtedness to receive payments or distribution of
assets of the Company applicable to the Superior Indebtedness until the Debt
Securities shall be paid in full. For purposes of such subrogation, no payments
or distributions on the Superior Indebtedness pursuant to this Section shall, as
between the Company, its creditors other than the holders of Superior
Indebtedness, and the Holders of Debt Securities, be deemed to be a payment by
the Company to or on amount of the Superior Indebtedness, and no payments or
distributions to the Trustee or the Holders of Debt Securities of assets by
virtue of the subrogation herein provided for shall, as between the Company, its
creditors other than the holders of Superior Indebtedness, and the Holders of
Debt Securities, be deemed to be a payment to or on account of the Debt
Securities. The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders of Debt Securities, on
the one hand, and the holders of Superior Indebtedness, on the other hand, and
nothing contained in this Article or elsewhere in this Indenture or in the Debt
Securities is intended to or shall impair the obligation of the Company, which
is unconditional and absolute, to pay the principal of and premium, if any, and
interest on the Debt Securities as and when the same shall become due and
payable in accordance with their terms, or to affect the relative rights of the
Holders of Debt Securities and creditors of the Company other than the holders
of Superior Indebtedness, nor shall anything herein or therein prevent the
Trustee or the Holder of any Debt Security from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article, of the holders of Superior
Indebtedness in respect

     

     

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    of cash,
property or securities of the Company otherwise payable or delivered to the
Trustee or such Holder of Debt Securities upon the exercise of any such
remedy.

     

     

    Upon any
payment or distribution pursuant to this Section, the Trustee and the Holders of
Debt Securities shall be entitled to rely upon any order or decree of a court of
competent jurisdiction in which any proceedings of the nature referred to in
this Section are pending, and the Trustee, subject to the provisions of Section
7.01, and the Holders of Debt Securities shall be entitled to rely upon a
certificate of the liquidating trustee or agent or other person making such
payment or distribution delivered to the Trustee or to the Holders of Debt
Securities, for the purpose of ascertaining the persons entitled to participate
in such payments or distribution, the holders of Superior Indebtedness and other
indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Section. In the event that the Trustee determines, in good faith, that
evidence is required with respect to the right of any person as a holder of
Superior Indebtedness to participate in any payment or distribution pursuant to
this Section, the Trustee may request such person to furnish evidence to the
renewable satisfaction of the Trustee as to the amount of Superior Indebtedness
held by such person, as to the extent to which such person is entitled to
participate in such payment or distribution, and as to other facts pertinent to
the rights of such person under this Section, and if such evidence is not
furnished, the Trustee may defer any payment to such person pending judicial
determination as to the right of such person to receive such
payment.

     

     

    Nothing
contained in this Article or elsewhere in this Indenture, or in any of the Debt
Securities, shall prevent the application by the Trustee or any paying agent of
any moneys deposited with it hereunder to the payment of or on account of the
principal of and premium, if any, or interest on Debt Securities if, at the time
of such deposit (provided that the time of such deposit was not more than ten
days prior to the time of such payment), the Trustee or such paying agent, as
the case may be, did not have written notice of any event prohibiting the making
of such deposit by the Company.

     

     

    SECTION
14.03. Trustee to
Effectuate Subordination. The Holder of each Debt Security by his
acceptance thereof authorizes and directs the Trustee in his behalf to take such
action as may be necessary or appropriate to acknowledge or effectuate the
subordination between the Holders of Debt Securities and the holders of Superior
Indebtedness as provided in this Article and appoints the Trustee as
attorney-in-fact for any and all such purposes.

     

     

    SECTION
14.04. Trustee Not
Charged with Knowledge of Prohibition. Notwithstanding the provisions of
this Article or any other provision of this Indenture, but subject to the
provisions of Section 7.01, the Trustee and any paying agent shall not be
charged with knowledge of the existence of any Superior Indebtedness, or of any
default in the payment of the principal of (or premium, if any) or interest on
any Superior Indebtedness, or of any facts which would prohibit the making of
any payment of moneys to or by the Trustee or any such paying agent, unless and
until the Trustee or such paying agent shall have received written notice
thereof from the Company or the holders of at least ten percent in principal
amount of any kind or category of any Superior Indebtedness or the
representative or trustee of such holders (provided, however, that
notwithstanding the foregoing, in the event of any default in the payment of
principal of (or premium, if any) or interest on any Superior Indebtedness, such
written notice

     

     

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    may be
given by any holder of Superior Indebtedness or the representative or trustee of
such holder); nor shall the Trustee or any such paying agent be charged with
knowledge of the curing of any such default or of the elimination of the act or
condition preventing any such payment unless and until the Trustee or such
paying agent shall have received an Officers’ Certificate to such
effect.

     

     

    SECTION
14.05. Rights of
Trustee as Holder of Superior Indebtedness. The Trustee shall be entitled
to all the rights set forth in this Article with respect to any Superior
Indebtedness which may at any time be held by it, to the same extent as any
other holder of Superior Indebtedness; and nothing elsewhere in this Indenture
shall deprive the Trustee of any of its rights as such holder.

     

     

    Nothing
in this Article shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 7.06.

     

     

    SECTION
14.06. Trustee Not
Fiduciary for Holders of Superior Indebtedness. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Superior Indebtedness and
shall not be liable to any such holders if it shall mistakenly pay over or
distribute to any Holder of Debt Securities or the Company or any other person
moneys or assets to which any holders of Superior Indebtedness shall be entitled
by virtue of this Article or otherwise.

     

     

    SECTION
14.07. Article
Applicable to Paying Agents. In case at any time any paying agent other
than the Trustee shall have been appointed by the Company and be acting
hereunder, the term “Trustee” as used in this Article shall in such case (unless
the context shall otherwise require) be construed as extending to and including
such paying agent within its meaning as fully for all intents and purposes as if
such paying agent were named in this Article in addition to or in place of the
Trustee; provided, however, that Sections 14.04, 14.05, 14.06 and 14.08 shall
not apply to the Company if it acts as paying agent.

     

     

    SECTION
14.08. Rights of
Trustee. Notwithstanding the provisions of this Article or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts which would prohibit the making of any payment or
distribution by the Trustee, or the taking of any action by the Trustee, and the
Trustee may continue to make payments on the Debt Securities, unless it shall
have received at the Corporate Trust Office of the Trustee at least three
Business Days prior to the date of such payment written notice (including,
without limitation, hand delivery, telex, telegram, or any other form of
electronic transmission) of facts that would cause the payment of any
obligations with respect to the Debt Securities to violate this Article. Such
notice to the Trustee is deemed given when received. Only the Company, a
representative or trustee of holders of an issue of Superior Indebtedness or a
holder of an issue of Superior Indebtedness that has no representative or
trustee may give such notice.

     

     

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    ARTICLE
XV.

     

     

    MISCELLANEOUS
PROVISIONS.

     

     

    SECTION
15.01. 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
15.02. 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.

     

     

    SECTION
15.03. 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
15.04. 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
15.05. 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

     

     

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

     

     

    SECTION
15.06. 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.

     

     

    SECTION
15.07. 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 included in this Indenture which is required to be included in this
Indenture by any of Sections 310 to 317, inclusive, of the Trust Indenture Act
of 1939, such required provision shall control.

     

     

    SECTION
15.08. 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
15.09. 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
15.10. 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.

     

     

    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

     

     

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    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:

            


    

     

    [CORPORATE
SEAL]

     

     

    Attest:

     

     

    


     

    
      	 
      	 
      	 
      
	
               

            	 
      	
               
      By:

            
	 
      	 
      	 
      
	 
      	 
      	
              Assistant
      Vice President

            


    

     

    [CORPORATE
SEAL]

     

     

    Attest:

     

     

    


     

     

    Assistant
Secretary

     

     

    64

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

     

    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]

     

     

    65

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    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 , 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]

     

     

    66