exv4w12






Exhibit 4.12



UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED
HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A
NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF
THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITORY.




CUSIP NO. 775371 AV 9




ROHM AND HAAS COMPANY



 






			
	 No. 001
	 	$500,000,000               






     ROHM AND HAAS COMPANY, a corporation duly organized and existing under the laws of Delaware
(herein called the “Company”, which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered
assigns, the principal sum of FIVE HUNDRED MILLION Dollars on September 15, 2017 and to pay
interest thereon from September 10, 2007 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on March 15 and September 15 in each
year, commencing March 15, 2008, at the rate of 6.00% per annum, until the principal hereof is paid
or made available for payment. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be March 1 or September 1 (whether or not
a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture. Interest on this
Security will be computed on the basis of a 360-day year consisting of twelve 30 day months.



     Payment of the principal of (and premium, if any) and interest on this Security will be made
at the office or agency of the Company maintained for that purpose in New York City, in such coin
or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the Company



 









 




payment of interest may be made by check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register.




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



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



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



	 	 	 	 	 	 	 
	Dated: September 10, 2007

	 	ROHM
	 	AND HAAS COMPANY	 	 
	 
	 	 	 	 	 	 
	[Corporate Seal]

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	Attest:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 


	 	 	 	 	 	 





This is one of the Securities of a series designated under the Indenture described herein.



THE BANK OF NEW YORK,

as Trustee




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized Officer
	 	 






 









 






[Reverse of Security]




     This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of
September 10, 2007 (herein called the “Indenture”), between the Company and The Bank of New York,
as Trustee (herein called the “Trustee”, which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof.



     The Securities of this series are subject to redemption upon not less than 30 nor more than 60
days’ notice by mail, at any time, as a whole or in part, at the election of the Company, at a
redemption price equal to the greater of:




	 	(i)	 	100% of the principal amount of the Securities to be redeemed; and
	 
	 	(ii)	 	the sum of the present values of the remaining scheduled payments of principal
and interest thereon (not including any portion of such payments of interest accrued as
of the date of redemption), discounted to the date of redemption on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as
defined below), plus 25 basis points,





     plus, in each case, accrued and unpaid interest thereon to the date of redemption.
Notwithstanding the foregoing, installments of interest on the Securities that are due and payable
on interest payment dates falling on or prior to a redemption date will be payable on the interest
payment date to the registered holders as of the close of business on the relevant record date for
such interest payment date. “Comparable Treasury Issue” means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining term of the
Securities to be redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Securities. “Comparable Treasury Price” means, with respect
to any redemption date, (i) the average of four Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations,
(ii) if the Trustee can only obtain less than four such Reference Treasury Dealer Quotations, the
average of all such quotations, or (iii) if the Trustee can only obtain one Reference Treasury
Dealer Quotation, such quotation. “Quotation Agent” means the Reference Treasury Dealer appointed
by us. “Reference Treasury Dealer” means (i) each of Citigroup Global Markets Inc. and J.P. Morgan
Securities Inc. (or their respective affiliates that are Primary Treasury Dealers) and their
respective successors; provided, however, that if any of the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), we will
substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer
selected by us. “Reference Treasury Dealer Quotations” means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Trustee



 









 




by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day
preceding such redemption date. “Treasury Rate” means, with respect to any redemption date, the
rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury
Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such redemption date.




     If less than all of the Securities are to be redeemed, the Securities to be redeemed shall be
selected by lot by The Depository Trust Company. In the event of redemption of this Security in
part only, a new Security or Securities of this series and of like tenor for the unredeemed portion
hereof will be issued in the name of the Holder hereof upon the cancellation hereof.



     If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.



     If a Change of Control Repurchase Event (as defined below) occurs, unless we have exercised
our right to redeem the Securities as described above, we will make an offer to each holder of
Securities to repurchase all or any part (in integral multiples of $1,000) of that holder’s
Securities at a repurchase price in cash equal to 101% of the aggregate principal amount of
Securities repurchased plus any accrued and unpaid interest on the Securities repurchased to the
date of purchase. Within 30 days following any Change of Control Repurchase Event or, at our
option, prior to any Change of Control (as defined below), but after the public announcement of an
impending Change of Control, we will mail a notice to each holder, with a copy to the Trustee,
describing the transaction or transactions that constitute or may constitute the Change of Control
Repurchase Event and offering to repurchase Securities on the payment date specified in the notice,
which date will be no earlier than 30 days and no later than 60 days from the date such notice is
mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control,
state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring
on or prior to the payment date specified in the notice.



     On the Change of Control Repurchase Event payment date, we will, to the extent lawful: (1)
accept for payment all Securities or portions of Securities (in integral multiples of $1,000)
properly tendered pursuant to our offer; (2) deposit with the paying agent an amount equal to the
aggregate purchase price in respect of all Securities or portions of Securities properly tendered;
and (3) deliver or cause to be delivered to the Trustee the Securities properly accepted, together
with an officers’ certificate stating the aggregate principal amount of Securities being purchased
by us. The paying agent will promptly mail to each holder of Securities properly tendered the
purchase price for the Securities, and the Trustee will promptly authenticate and mail (or cause to
be transferred by book-entry) to each holder a new note equal in principal amount to any
unpurchased portion of any Securities surrendered; provided, that each new note will be in a
principal amount of $2,000 or an integral multiple of $1,000 above that amount. We will not be
required to make an offer to repurchase the Securities upon a Change of Control Repurchase Event if
a third party makes such an offer in the manner, at the times and otherwise in compliance with the
requirements for an offer made by us and such third party purchases all Securities properly
tendered and not withdrawn under its offer.



 









 





     “Below Investment Grade Rating Event” means the Securities are rated below Investment Grade by
each of the Rating Agencies on any date from the date of the public notice of an arrangement that
could result in a Change of Control until the end of the 60-day period following public notice of
the occurrence of a Change of Control (which period shall be extended so long as the rating of the
Securities is under publicly announced consideration for possible downgrade by any of the Rating
Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a
particular reduction in rating shall not be deemed to have occurred in respect of a particular
Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes
of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies making
the reduction in rating to which this definition would otherwise apply do not announce or publicly
confirm or inform the Trustee in writing at its request that the reduction was the result, in whole
or in part, of any event or circumstance comprised of or arising as a result of, or in respect of,
the applicable Change of Control (whether or not the applicable Change of Control shall have
occurred at the time of the Below Investment Grade Rating Event). “Change of Control” means the
occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of our properties or assets and those of our subsidiaries
taken as a whole to any “person” or “group” (as that term is used in Section 13(d)(3) of the
Exchange Act), other than us or one of our subsidiaries; (2) the adoption of a plan relating to our
liquidation or dissolution; (3) the first day on which a majority of the members of our Board of
Directors are not Continuing Directors; (4) the consummation of any transaction or series of
related transactions (including, without limitation, any merger or consolidation) the result of
which is that any “person” or “group” (as that term is used in Section 13(d)(3) of the Exchange
Act), other than us, one or more of our wholly-owned subsidiaries, or one or more Haas Family
Members, becomes the beneficial owner, directly or indirectly, of more than 50% of the then
outstanding number of shares of our Voting Stock; or (5) the consummation of a so-called “going
private/Rule 13e-3 Transaction” that results in any of the effects described in paragraph
(a)(3)(ii) of Rule 13e-3 under the Exchange Act (or any successor provision), following which Haas
Family Members beneficially own, directly or indirectly, more than 50% of our Voting Stock,
measured by voting power rather than number of shares. “Change of Control Repurchase Event” means
the occurrence of both a Change of Control and a Below Investment Grade Rating Event. “Continuing
Directors” means, as of any date of determination, any member of our Board of Directors who (1) was
a member of such Board of Directors on the date of the issuance of the Securities; or (2) was
nominated for election or elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board of Directors at the time of such nomination or
election (either by a specific vote or by approval of our proxy statement in which such member was
named as a nominee for election as a director). “Haas Family Members” includes only the following
persons: (i) each descendant of Otto Haas (a “Haas Descendant”) and their respective estates,
guardians, conservators or committees; (ii) each “Family Controlled Trust” (as defined below); and
(iii) the trustees, in their respective capacities as such, of each Family Controlled Trust. The
term “Family Controlled Trust” means any trust the primary beneficiaries of which are Haas
Descendants, spouses of Haas Descendants and/or charitable organizations, provided that if the
trust is a wholly charitable trust, at least a majority of the trustees of such trust consist of
Haas Descendants or their spouses. “Investment Grade” means a rating of Baa3 or better by Moody’s
(or its equivalent under any successor rating categories of Moody’s) and a rating of



 









 




BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) or the
equivalent investment grade credit rating from any additional Rating Agency or Rating Agencies
selected by us. “Moody’s” means Moody’s Investors Service Inc. “Rating Agency” means (1) each of
Moody’s and S&P; and (2) if any of Moody’s or S&P ceases to rate the Securities or fails to make a
rating of the Securities publicly available for reasons outside of our control, a “nationally
recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under
the Exchange Act, selected by us as a replacement agency for Moody’s or S&P, as the case may be.
“S&P” means Standard & Poor’s Ratings Services, a division of McGraw-Hill, Inc. “Voting Stock”
means, with respect to any person, capital stock of any class or kind the holders of which are
ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or
persons performing similar functions) of such Person, even if the right so to vote has been
suspended by the happening of such a contingency.




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



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



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



     The Securities of this series are issuable only in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 above that amount. As provided in the
Indenture and subject to certain limitations therein set forth, Securities of this series are



 









 




exchangeable for a like aggregate principal amount of Securities of this series and of like
tenor of a different authorized denomination, as requested by the Holder surrendering the same.




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



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



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



 









 




UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED
HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A
NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF
THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITORY.




CUSIP NO. 775371 AV 9




ROHM AND HAAS COMPANY



 






			
	 	 	 
	No. 002
	 	$350,000,000               






     ROHM AND HAAS COMPANY, a corporation duly organized and existing under the laws of Delaware
(herein called the “Company”, which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered
assigns, the principal sum of THREE HUNDRED FIFTY MILLION Dollars on September 15, 2017 and to pay
interest thereon from September 10, 2007 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on March 15 and September 15 in each
year, commencing March 15, 2008, at the rate of 6.00% per annum, until the principal hereof is paid
or made available for payment. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be March 1 or September 1 (whether or not
a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture. Interest on this
Security will be computed on the basis of a 360-day year consisting of twelve 30 day months.



     Payment of the principal of (and premium, if any) and interest on this Security will be made
at the office or agency of the Company maintained for that purpose in New York City, in such coin
or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the Company



 









 




payment of interest may be made by check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register.




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



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



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



	 	 	 	 	 	 	 
	Dated: September 10, 2007

	 	ROHM
	 	AND HAAS COMPANY	 	 
	 
	 	 	 	 	 	 
	[Corporate Seal]

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	Attest:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 


	 	 	 	 	 	 





This is one of the Securities of a series designated under the Indenture described herein.



THE BANK OF NEW YORK,

as Trustee




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized Officer
	 	 






 









 






[Reverse of Security]




     This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of
September 10, 2007 (herein called the “Indenture”), between the Company and The Bank of New York,
as Trustee (herein called the “Trustee”, which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof.



     The Securities of this series are subject to redemption upon not less than 30 nor more than 60
days’ notice by mail, at any time, as a whole or in part, at the election of the Company, at a
redemption price equal to the greater of:




	 	(i)	 	100% of the principal amount of the Securities to be redeemed; and
	 
	 	(ii)	 	the sum of the present values of the remaining scheduled payments of principal
and interest thereon (not including any portion of such payments of interest accrued as
of the date of redemption), discounted to the date of redemption on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as
defined below), plus 25 basis points,





     plus, in each case, accrued and unpaid interest thereon to the date of redemption.
Notwithstanding the foregoing, installments of interest on the Securities that are due and payable
on interest payment dates falling on or prior to a redemption date will be payable on the interest
payment date to the registered holders as of the close of business on the relevant record date for
such interest payment date. “Comparable Treasury Issue” means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining term of the
Securities to be redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Securities. “Comparable Treasury Price” means, with respect
to any redemption date, (i) the average of four Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations,
(ii) if the Trustee can only obtain less than four such Reference Treasury Dealer Quotations, the
average of all such quotations, or (iii) if the Trustee can only obtain one Reference Treasury
Dealer Quotation, such quotation. “Quotation Agent” means the Reference Treasury Dealer appointed
by us. “Reference Treasury Dealer” means (i) each of Citigroup Global Markets Inc. and J.P. Morgan
Securities Inc. (or their respective affiliates that are Primary Treasury Dealers) and their
respective successors; provided, however, that if any of the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), we will
substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer
selected by us. “Reference Treasury Dealer Quotations” means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Trustee



 









 




by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day
preceding such redemption date. “Treasury Rate” means, with respect to any redemption date, the
rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury
Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such redemption date.




     If less than all of the Securities are to be redeemed, the Securities to be redeemed shall be
selected by lot by The Depository Trust Company. In the event of redemption of this Security in
part only, a new Security or Securities of this series and of like tenor for the unredeemed portion
hereof will be issued in the name of the Holder hereof upon the cancellation hereof.



     If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.



     If a Change of Control Repurchase Event (as defined below) occurs, unless we have exercised
our right to redeem the Securities as described above, we will make an offer to each holder of
Securities to repurchase all or any part (in integral multiples of $1,000) of that holder’s
Securities at a repurchase price in cash equal to 101% of the aggregate principal amount of
Securities repurchased plus any accrued and unpaid interest on the Securities repurchased to the
date of purchase. Within 30 days following any Change of Control Repurchase Event or, at our
option, prior to any Change of Control (as defined below), but after the public announcement of an
impending Change of Control, we will mail a notice to each holder, with a copy to the Trustee,
describing the transaction or transactions that constitute or may constitute the Change of Control
Repurchase Event and offering to repurchase Securities on the payment date specified in the notice,
which date will be no earlier than 30 days and no later than 60 days from the date such notice is
mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control,
state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring
on or prior to the payment date specified in the notice.



     On the Change of Control Repurchase Event payment date, we will, to the extent lawful: (1)
accept for payment all Securities or portions of Securities (in integral multiples of $1,000)
properly tendered pursuant to our offer; (2) deposit with the paying agent an amount equal to the
aggregate purchase price in respect of all Securities or portions of Securities properly tendered;
and (3) deliver or cause to be delivered to the Trustee the Securities properly accepted, together
with an officers’ certificate stating the aggregate principal amount of Securities being purchased
by us. The paying agent will promptly mail to each holder of Securities properly tendered the
purchase price for the Securities, and the Trustee will promptly authenticate and mail (or cause to
be transferred by book-entry) to each holder a new note equal in principal amount to any
unpurchased portion of any Securities surrendered; provided, that each new note will be in a
principal amount of $2,000 or an integral multiple of $1,000 above that amount. We will not be
required to make an offer to repurchase the Securities upon a Change of Control Repurchase Event if
a third party makes such an offer in the manner, at the times and otherwise in compliance with the
requirements for an offer made by us and such third party purchases all Securities properly
tendered and not withdrawn under its offer.



 









 





     “Below Investment Grade Rating Event” means the Securities are rated below Investment Grade by
each of the Rating Agencies on any date from the date of the public notice of an arrangement that
could result in a Change of Control until the end of the 60-day period following public notice of
the occurrence of a Change of Control (which period shall be extended so long as the rating of the
Securities is under publicly announced consideration for possible downgrade by any of the Rating
Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a
particular reduction in rating shall not be deemed to have occurred in respect of a particular
Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes
of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies making
the reduction in rating to which this definition would otherwise apply do not announce or publicly
confirm or inform the Trustee in writing at its request that the reduction was the result, in whole
or in part, of any event or circumstance comprised of or arising as a result of, or in respect of,
the applicable Change of Control (whether or not the applicable Change of Control shall have
occurred at the time of the Below Investment Grade Rating Event). “Change of Control” means the
occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of our properties or assets and those of our subsidiaries
taken as a whole to any “person” or “group” (as that term is used in Section 13(d)(3) of the
Exchange Act), other than us or one of our subsidiaries; (2) the adoption of a plan relating to our
liquidation or dissolution; (3) the first day on which a majority of the members of our Board of
Directors are not Continuing Directors; (4) the consummation of any transaction or series of
related transactions (including, without limitation, any merger or consolidation) the result of
which is that any “person” or “group” (as that term is used in Section 13(d)(3) of the Exchange
Act), other than us, one or more of our wholly-owned subsidiaries, or one or more Haas Family
Members, becomes the beneficial owner, directly or indirectly, of more than 50% of the then
outstanding number of shares of our Voting Stock; or (5) the consummation of a so-called “going
private/Rule 13e-3 Transaction” that results in any of the effects described in paragraph
(a)(3)(ii) of Rule 13e-3 under the Exchange Act (or any successor provision), following which Haas
Family Members beneficially own, directly or indirectly, more than 50% of our Voting Stock,
measured by voting power rather than number of shares. “Change of Control Repurchase Event” means
the occurrence of both a Change of Control and a Below Investment Grade Rating Event. “Continuing
Directors” means, as of any date of determination, any member of our Board of Directors who (1) was
a member of such Board of Directors on the date of the issuance of the Securities; or (2) was
nominated for election or elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board of Directors at the time of such nomination or
election (either by a specific vote or by approval of our proxy statement in which such member was
named as a nominee for election as a director). “Haas Family Members” includes only the following
persons: (i) each descendant of Otto Haas (a “Haas Descendant”) and their respective estates,
guardians, conservators or committees; (ii) each “Family Controlled Trust” (as defined below); and
(iii) the trustees, in their respective capacities as such, of each Family Controlled Trust. The
term “Family Controlled Trust” means any trust the primary beneficiaries of which are Haas
Descendants, spouses of Haas Descendants and/or charitable organizations, provided that if the
trust is a wholly charitable trust, at least a majority of the trustees of such trust consist of
Haas Descendants or their spouses. “Investment Grade” means a rating of Baa3 or better by Moody’s
(or its equivalent under any successor rating categories of Moody’s) and a rating of



 









 




BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) or the
equivalent investment grade credit rating from any additional Rating Agency or Rating Agencies
selected by us. “Moody’s” means Moody’s Investors Service Inc. “Rating Agency” means (1) each of
Moody’s and S&P; and (2) if any of Moody’s or S&P ceases to rate the Securities or fails to make a
rating of the Securities publicly available for reasons outside of our control, a “nationally
recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under
the Exchange Act, selected by us as a replacement agency for Moody’s or S&P, as the case may be.
“S&P” means Standard & Poor’s Ratings Services, a division of McGraw-Hill, Inc. “Voting Stock”
means, with respect to any person, capital stock of any class or kind the holders of which are
ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or
persons performing similar functions) of such Person, even if the right so to vote has been
suspended by the happening of such a contingency.




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



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



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



     The Securities of this series are issuable only in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 above that amount. As provided in the
Indenture and subject to certain limitations therein set forth, Securities of this series are



 









 




exchangeable for a like aggregate principal amount of Securities of this series and of like
tenor of a different authorized denomination, as requested by the Holder surrendering the same.




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



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



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