EX-4(E)



 








Exhibit 4(e)



 






PARKER-HANNIFIN CORPORATION




AND




[
                                    ],




AS TRUSTEE



 





INDENTURE




Dated as of                      , 20___




 






Subordinated Debt Securities



 





 









 








PARKER-HANNIFIN CORPORATION

Reconciliation and tie between Trust Indenture Act of 1939 and

Subordinated Indenture, dated as of                     
                    , 20___




	 	 	 	 	 
	Trust Indenture	 	 	 
	Act Section	 		Indenture Section
	(S)310 (a)(1)
	 	 		609
	(a)(2)

	 	 		609
	(a)(3)
	 	Not Applicable
	(a)(4)
	 	Not Applicable
	(b)
	 	 		608, 610
	 
	 	 	 	 
	(S) 311 (a)
	 	 		613
	(b)
	 	 		613
	 
	 	 	 	 
	(S) 312 (a)
	 	 		701, 702
	(b)
	 	 		702
	(c)
	 	 		702
	 
	 	 	 	 
	(S) 313 (a)
	 	 		703
	(b)
	 	 		703
	(c)
	 	 		703
	(d)
	 	 		703
	 
	 	 	 	 
	(S) 314 (a)
	 	 		704
	(b)
	 	Not Applicable
	(c)(1)
	 	 		102
	(c)(2)
	 	 		102
	(c)(3)
	 	Not Applicable
	(d)
	 	Not Applicable
	(e)
	 	 		102
	 
	 	 	 	 
	(S)315 (a)
	 	 		601
	(b)
	 	 		602, 703
	(c)
	 	 		601
	(d)
	 	 	 	601
	(d)(1)
	 	 		601
	(d)(2)
	 	 		601
	(d)(3)
	 	 		601
	(e)
	 	 		514
	 
	 	 	 	 
	(S) 316 (a) (1) (A)
	 	 		502, 512
	(a)(1)(B)
	 	 		513
	(a)(2)
	 	Not Applicable
	(b)
	 	 		508
	 
	 	 	 	 
	(S) 317 (a) (1)
	 	 		503
	(a)(2)
	 	 		504
	(b)
	 	 		1003
	 
	 	 	 	 
	(S) 318 (a)
	 	 		107






 









 






TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE ONE          DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION
	 	 	1	 
	 
	 	 	 	 
	Section 101. Definitions
	 	 	1	 
	Act
	 	 	2	 
	Affiliate
	 	 	2	 
	Attributable Debt
	 	 	2	 
	Authenticating Agent
	 	 	2	 
	Blockage Notice
	 	 	2	 
	Board of Directors
	 	 	2	 
	Board Resolution
	 	 	2	 
	Business Day
	 	 	2	 
	Capital Stock
	 	 	2	 
	Commission
	 	 	2	 
	Company
	 	 	3	 
	Company Request
	 	 	3	 
	Company Order
	 	 	3	 
	Consolidated Net Tangible Assets
	 	 	3	 
	Corporate Trust Office
	 	 	3	 
	corporation
	 	 	3	 
	Covenant Defeasance
	 	 	3	 
	Defaulted Interest
	 	 	3	 
	Default Notice
	 	 	3	 
	Defeasance
	 	 	3	 
	Depositary
	 	 	3	 
	Event of Default
	 	 	3	 
	Exchange Act
	 	 	3	 
	Expiration Date
	 	 	3	 
	Funded Debt
	 	 	3	 
	Global Security
	 	 	4	 
	Holder
	 	 	4	 
	Indenture
	 	 	4	 
	interest
	 	 	4	 
	Interest Payment Date
	 	 	4	 
	Investment Company Act
	 	 	4	 
	Maturity
	 	 	4	 
	Notice of Default
	 	 	4	 
	Officers’ Certificate
	 	 	4	 
	Opinion of Counsel
	 	 	4	 
	Original Issue Discount Security
	 	 	5	 
	Outstanding
	 	 	5	 
	Paying Agent
	 	 	6	 
	Payment Blockage Period
	 	 	6	 






i









 


TABLE OF CONTENTS
(continued)








	 	 	 	 	 
	 	 	Page
	Person
	 	 	6	 
	Place of Payment
	 	 	6	 
	Predecessor Security
	 	 	6	 
	Principal Property
	 	 	6	 
	Redemption Date
	 	 	6	 
	Redemption Price
	 	 	6	 
	Regular Record Date
	 	 	6	 
	Responsible Officer
	 	 	6	 
	Restricted Subsidiary
	 	 	7	 
	Securities
	 	 	7	 
	Securities Act
	 	 	7	 
	Security Register
	 	 	7	 
	Security Registrar
	 	 	7	 
	Senior Indebtedness
	 	 	7	 
	Special Record Date
	 	 	7	 
	Stated Maturity
	 	 	7	 
	Subordinated Securities
	 	 	7	 
	Subsidiary
	 	 	7	 
	Trust Indenture Act
	 	 	7	 
	Trustee
	 	 	7	 
	U.S. Government Obligation
	 	 	8	 
	Vice President
	 	 	8	 
	 
	 	 	 	 
	Section 102. Compliance Certificates and Opinions
	 	 	8	 
	Section 103. Form of Documents Delivered to Trustee
	 	 	8	 
	Section 104. Acts of Holders; Record Dates
	 	 	9	 
	Section 105. Notices, Etc., to Trustee and Company
	 	 	11	 
	Section 106. Notice to Holders; Waiver
	 	 	11	 
	Section 107. Conflict with Trust Indenture Act
	 	 	11	 
	Section 108. Effect of Headings and Table of Contents
	 	 	12	 
	Section 109. Successors and Assigns
	 	 	12	 
	Section 110. Separability Clause
	 	 	12	 
	Section 111. Benefits of Indenture
	 	 	12	 
	Section 112. Governing Law
	 	 	12	 
	Section 113. Legal Holidays
	 	 	12	 
	 
	 	 	 	 
	ARTICLE TWO SECURITY FORMS
	 	 	12	 
	 
	 	 	 	 
	Section 201. Forms Generally
	 	 	12	 
	Section 202. Form of Face of Security
	 	 	13	 






ii









 




TABLE OF CONTENTS
(continued)







	 	 	 	 	 
	 	 	Page
	Section 203. Form of Reverse of Security
	 	 	14	 
	Section 204. Form of Legend for Global Securities
	 	 	18	 
	Section 205. Form of Trustees Certificate of Authentication
	 	 	18	 
	 
	 	 	 	 
	ARTICLE THREE THE SECURITIES
	 	 	18	 
	 
	 	 	 	 
	Section 301. Amount Unlimited; Issuable in Series
	 	 	18	 
	Section 302. Denominations
	 	 	21	 
	Section 303. Execution, Authentication, Delivery and Dating
	 	 	21	 
	Section 304. Temporary Securities
	 	 	22	 
	Section 305. Registration, Registration of Transfer and Exchange
	 	 	23	 
	Section 306. Mutilated, Destroyed, Lost and Stolen Securities
	 	 	25	 
	Section 307. Payment of Interest; Interest Rights Preserved
	 	 	25	 
	Section 308. Persons Deemed Owners
	 	 	26	 
	Section 309. Cancellation
	 	 	27	 
	Section 310. Computation of Interest
	 	 	27	 
	 
	 	 	 	 
	ARTICLE FOUR SATISFACTION AND DISCHARGE
	 	 	27	 
	 
	 	 	 	 
	Section 401. Satisfaction and Discharge of Indenture
	 	 	27	 
	Section 402. Application of Trust Money
	 	 	28	 
	 
	 	 	 	 
	ARTICLE FIVE REMEDIES
	 	 	28	 
	 
	 	 	 	 
	Section 501. Events of Default
	 	 	28	 
	Section 502. Acceleration of Maturity; Rescission and Annulment
	 	 	30	 
	Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee.
	 	 	31	 
	Section 504. Trustee May File Proofs of Claim
	 	 	31	 
	Section 505. Trustee May Enforce Claims Without Possession of Securities
	 	 	32	 
	Section 506. Application of Money Collected
	 	 	32	 
	Section 507. Limitation on Suits
	 	 	32	 
	Section 508. Unconditional Right of Holders to Receive Principal, Premium and
Interest
	 	 	33	 
	Section 509. Restoration of Rights and Remedies
	 	 	33	 
	Section 510. Rights and Remedies Cumulative
	 	 	33	 
	Section 511. Delay or Omission Not Waiver
	 	 	34	 






iii









 




TABLE OF CONTENTS
(continued)






	 	 	 	 	 
	 	 	Page
	Section 512. Control by Holders
	 	 	34	 
	Section 513. Waiver of Past Defaults
	 	 	34	 
	Section 514. Undertaking for Costs
	 	 	34	 
	Section 515. Waiver of Usury, Stay or Extension Laws
	 	 	35	 
	 
	 	 	 	 
	ARTICLE SIX THE TRUSTEE
	 	 	35	 
	 
	 	 	 	 
	Section 601. Certain Duties and Responsibilities
	 	 	35	 
	Section 602. Notice of Defaults
	 	 	35	 
	Section 603. Certain Rights of Trustee
	 	 	35	 
	Section 604. Not Responsible for Recitals or Issuance of Securities
	 	 	36	 
	Section 605. May Hold Securities
	 	 	36	 
	Section 606. Money Held in Trust
	 	 	37	 
	Section 607. Compensation and Reimbursement
	 	 	37	 
	Section 608. Conflicting Interests
	 	 	37	 
	Section 609. Corporate Trustee Required; Eligibility
	 	 	37	 
	Section 610. Resignation and Removal; Appointment of Successor
	 	 	38	 
	Section 611. Acceptance of Appointment by Successor
	 	 	39	 
	Section 612. Merger, Conversion, Consolidation or Succession to Business
	 	 	40	 
	Section 613. Preferential Collection of Claims Against Company
	 	 	40	 
	Section 614. Appointment of Authenticating Agent
	 	 	40	 
	 
	 	 	 	 
	ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	42	 
	 
	 	 	 	 
	Section 701. Company to Furnish Trustee Names and Addresses of Holders.
	 	 	42	 
	Section 702. Preservation of Information; Communications to Holders
	 	 	42	 
	Section 703. Reports by Trustee
	 	 	43	 
	Section 704. Reports by Company
	 	 	43	 
	 
	 	 	 	 
	ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	 	 	43	 
	 
	 	 	 	 
	Section 801. Company May Consolidate, Etc., Only on Certain Terms
	 	 	43	 
	Section 802. Successor Substituted
	 	 	44	 
	 
	 	 	 	 
	ARTICLE NINE SUPPLEMENTAL INDENTURES
	 	 	44	 
	 
	 	 	 	 
	Section 901. Supplemental Indentures Without Consent of Holders
	 	 	44	 






iv









 




TABLE OF CONTENTS
(continued)






	 	 	 	 	 
	 	 	Page
	Section 902. Supplemental Indentures With Consent of Holders
	 	 	45	 
	Section 903. Execution of Supplemental Indentures
	 	 	46	 
	Section 904. Effect of Supplemental Indentures
	 	 	47	 
	Section 905. Conformity with Trust Indenture Act
	 	 	47	 
	Section 906. Reference in Securities to Supplemental Indentures
	 	 	47	 
	 
	 	 	 	 
	ARTICLE TEN COVENANTS
	 	 	47	 
	 
	 	 	 	 
	Section 1001. Payment of Principal, Premium and Interest
	 	 	47	 
	Section 1002. Maintenance of Office or Agency
	 	 	47	 
	Section 1003. Money for Securities Payments to Be Held in Trust
	 	 	48	 
	Section 1004. Existence
	 	 	49	 
	Section 1005. Maintenance of Properties
	 	 	49	 
	Section 1006. Payment of Taxes and Other Claims
	 	 	49	 
	Section 1007. Restrictions on Secured Debt
	 	 	49	 
	Section 1008. Restrictions on Sales and Leasebacks
	 	 	50	 
	Section 1009. Statement by Officers as to Default
	 	 	52	 
	Section 1010. Waiver of Certain Covenants
	 	 	52	 
	 
	 	 	 	 
	ARTICLE ELEVEN REDEMPTION OF SECURITIES
	 	 	52	 
	 
	 	 	 	 
	Section 1101. Applicability of Article
	 	 	52	 
	Section 1102. Election to Redeem; Notice to Trustee
	 	 	52	 
	Section 1103. Selection by Trustee of Securities to Be Redeemed
	 	 	53	 
	Section 1104. Notice of Redemption
	 	 	53	 
	Section 1105. Deposit of Redemption Price
	 	 	54	 
	Section 1106. Securities Payable on Redemption Date
	 	 	54	 
	Section 1107. Securities Redeemed in Part
	 	 	55	 
	 
	 	 	 	 
	ARTICLE TWELVE SINKING FUNDS
	 	 	55	 
	 
	 	 	 	 
	Section 1201. Applicability of Article
	 	 	55	 
	Section 1202. Satisfaction of Sinking Fund Payments with Securities
	 	 	55	 
	Section 1203. Redemption of Securities for Sinking Fund
	 	 	55	 
	 
	 	 	 	 
	ARTICLE THIRTEEN DEFEASANCE AND COVENANT DEFEASANCE
	 	 	56	 
	 
	 	 	 	 
	Section 1301. Company’s Option to Effect Defeasance or Covenant Defeasance
	 	 	56	 






v









 




TABLE OF CONTENTS
(continued)






	 	 	 	 	 
	 	 	Page
	Section 1302. Defeasance and Discharge
	 	 	56	 
	Section 1303. Covenant Defeasance
	 	 	56	 
	Section 1304. Conditions to Defeasance or Covenant Defeasance
	 	 	57	 
	Section 1305. Deposited Money and U.S. Government Obligations to Be Held in Trust;
Miscellaneous Provisions
	 	 	59	 
	Section 1306. Reinstatement
	 	 	59	 
	 
	 	 	 	 
	ARTICLE FOURTEEN SUBORDINATION OF SECURITIES
	 	 	60	 
	 
	 	 	 	 
	Section 1401. Applicability of Article; Agreement To Subordinate
	 	 	60	 
	Section 1402. Liquidation, Dissolution, Bankruptcy
	 	 	60	 
	Section 1403. Default on Senior Indebtedness
	 	 	60	 
	Section 1404. Acceleration of Payment of Securities
	 	 	61	 
	Section 1405. When Distribution Must Be Paid Over
	 	 	61	 
	Section 1406. Subrogation
	 	 	61	 
	Section 1407. Relative Rights
	 	 	62	 
	Section 1408. Subordination May Not Be Impaired By Company
	 	 	62	 
	Section 1409. Rights of Trustee and Paying Agent
	 	 	62	 
	Section 1410. Article Fourteen Not to Prevent Defaults or Limit Right to Accelerate
	 	 	62	 
	Section 1411. Trust Moneys Not Subordinated
	 	 	63	 
	Section 1412. Trustee Entitled to Rely
	 	 	63	 
	Section 1413. Trustee to Effectuate Subordination
	 	 	63	 
	Section 1414. Trustee Not Fiduciary for Holders of Senior Indebtedness
	 	 	63	 
	Section 1415. Reliance by Holders of Senior Indebtedness on Subordination Provisions
	 	 	64	 







vi









 







          INDENTURE, dated as of
                     ___, 2000 between Parker-Hannifin Corporation, a
corporation duly organized and existing under the laws of the State of Ohio (herein called the
“Company”), having its principal office at 6035 Parkland Boulevard, Cleveland, Ohio 44124, and
[                     ], as Trustee (herein called the “Trustee”)




RECITALS OF THE COMPANY




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




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




          NOW, THEREFORE, THIS INDENTURE WITNESSETH:




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




ARTICLE ONE




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION




Section 101. Definitions.




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





               (1) the terms defined in this Article have the meanings assigned to them in this
Article and include the plural as well as the singular;




               (2) all other terms used herein which are defined in the Trust Indenture Act,
either
directly or by reference therein, have the meanings assigned to them therein;




               (3) all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with U.S. generally accepted accounting principles, and, except as
otherwise herein expressly provided, the term “generally accepted accounting principles”
with respect to any computation required or permitted hereunder shall mean such accounting
principles as are generally accepted at the date of such computation;




               (4) unless the context otherwise requires, any reference to an Article or a Section
refers to an Article or a Section, as the case may be, of this Indenture; and




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



 









 





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




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




          “Attributable Debt” means, as to any particular lease under which any Person is at the time
liable and at any date as of which the amount thereof is to be determined, the total net amount of
rent required to be paid by such Person under such lease during the remaining primary term thereof,
discounted from the respective due dates thereof to such date at a rate per annum equal to the
weighted average yield to maturity of the Securities calculated in accordance with generally
accepted financial practices. The net amount of rent required to be paid under any such lease for
any such period shall be the aggregate amount of the rent payable by the lessee with respect to
such period after excluding amounts required to be paid on account of maintenance and repairs,
insurance, taxes, assessments, water rates and similar charges. In the case of any lease which is
terminable by the lessee upon the payment of a penalty, such net amount shall also include the
amount of such penalty, but no rent shall be considered as required to be paid under such lease
subsequent to the first date upon which it may be so terminated.




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




          “Blockage
Notice” has the meaning specified in Section 1403.




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




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




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




          “Capital Stock”, as applied to the stock of any corporation, means the capital stock of every
class whether now or hereafter authorized, regardless of whether such capital stock shall be
limited to a fixed sum or percentage with respect to the rights of the holders thereof to
participate in dividends and in the distribution of assets upon the voluntary or involuntary
liquidation, dissolution or winding up of such corporation.




          “Commission” means the Securities and Exchange Commission, from time to time constituted,
created under the Exchange Act, or, if at any time after the execution of this




2









 







instrument such
Commission is not existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.




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




          “Company Request” or “Company Order” means a written request or order signed in the name of
the Company by its Chairman of the Board, its President or a Vice President, and by its Treasurer,
an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.




          “Consolidated Net Tangible Assets” means the aggregate amount of assets (less applicable
reserves and other properly deductible items) after deducting therefrom (i) all liabilities other
than deferred income taxes, Funded Debt and shareholders’ equity (including all preferred stock
whether or not redeemable) and (ii) all goodwill, trade names, trademarks, patents, organization
expenses and other like intangibles, all as set forth on the most recent balance sheet of the
Company and its consolidated Subsidiaries and computed in accordance with generally accepted
accounting principles.




          “Corporate Trust Office” means the principal office of the Trustee in
[                    _] at
which at any particular time its corporate trust business shall be administered.




          “corporation” means a corporation, association, company, joint-stock company or business
trust.




          “Covenant Defeasance” has the meaning specified in Section 1303.




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




          “Default Notice” has the meaning specified in Section 1403.




          “Defeasance” has the meaning specified in Section 1302.




          “Depositary” means, with respect to Securities of any series issuable in whole or in part in
the form of one or more Global Securities, a clearing agency registered under the Exchange Act that
is designated to act as Depositary for such Securities as contemplated by Section 301.




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




          “Exchange Act” means the Securities Exchange Act of 1934 and any statute successor thereto, in
each case as amended from time to time.




          “Expiration Date” has the meaning specified in Section 104.




          “Funded Debt” means (i) all indebtedness for money borrowed having a maturity of more than 12
months from the date as of which the determination is made or having a maturity of 12 months or
less but by its terms being renewable or extendible beyond 12 months from such date at the option
of the borrower and (ii) rental obligations payable more than 12 months from




3









 








such date under leases
which are capitalized in accordance with generally accepted accounting principles (such rental
obligations to be included as Funded Debt at the amount so capitalized at the date of such
computation and to be included for the purposes of the definition of Consolidated Net Tangible
Assets both as an asset and as Funded Debt at the respective amounts
so capitalized).




          “Global Security” means a Security that evidences all or part of the Securities of any series
and bears the legend set forth in Section 204 (or such legend as may be specified as contemplated
by Section 301 for such Securities).




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




          “Indenture” means this instrument as originally executed and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof, including, for all purposes of this instrument and any such
supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of
and govern this instrument and any such supplemental indenture, respectively. The term “Indenture”
shall also include the terms of particular series of Securities established as contemplated by
Section 301.




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




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




          “Investment Company Act” means the Investment Company Act of 1940 and any statute successor
thereto, in each case as amended from time to time.




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




          “Notice of Default” means a written notice of the kind specified in Section 501(4) or 501(5).




          “Officers’ Certificate” means a certificate signed by the Chairman of the Board, the President
or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee. One of the officers signing an Officer’s
Certificate given pursuant to Section 1009 shall be the principal executive, financial or
accounting officer of the Company.




          “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company,
and who shall be acceptable to the Trustee.

4









 









          “Original Issue Discount Security” means any Security which provides for an amount less than
the principal amount thereof to be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 502.




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





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




               (2) Securities for whose payment or redemption money in the necessary amount has
been
theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust
or set aside and segregated in trust by the Company (if the Company shall act as its own
Paying Agent) for the Holders of such Securities; provided, however, that, if such
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;




               (3) Securities as to which Defeasance has been effected pursuant to
Section 1302; and




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


provided, however, that in determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given, made or taken any request, demand, authorization, direction,
notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an
Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the
principal thereof which would be due and payable as of such date upon acceleration of the Maturity
thereof to such date pursuant to Section 502, (B) if, as of such date,
the principal amount payable at the Stated Maturity of a Security is not determinable, the
principal amount of such Security which shall be deemed to be Outstanding shall be the amount as
specified or determined as contemplated by Section 301, (C) the principal amount of a Security
denominated in one or more foreign currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided
as contemplated by Section 301, of the principal amount of such Security (or, in the case of a
Security described in clause (A) or (B) above, of the amount determined as provided in such
clause), and (D) Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent, waiver or other action, only
Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned
which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to
the satisfaction of the Trustee the pledgee’s right so to act with respect to such




5








 







Securities and
that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor.




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




          “Payment Blockage Period” has the meaning specified in Section 1403.




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




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




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




          “Principal Property” means any manufacturing or processing plant or warehouse owned at the
date hereof or hereafter acquired by the Company or any Restricted Subsidiary of the Company which
is located within the United States of America and the gross book value (including related land and
improvements thereon and all machinery and equipment included therein without deduction of any
depreciation reserves) of which on the date as of which the determination is being made exceeds 1%
of Consolidated Net Tangible Assets, other than (i) any property which in the opinion of the Board
of Directors is not of material importance to the total business conducted by the Company as an
entirety or (ii) any portion of a particular
property which is similarly found not to be of material importance to the use or operation of
such property.




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




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




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




          “Responsible Officer”, when used with respect to the Trustee, means the chairman or any
vice-chairman of the board of directors, the chairman or any vice-chairman of the executive
committee of the board of directors, the chairman of the trust committee, the president, any vice
president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the
cashier, any assistant cashier, any trust officer or assistant trust officer, the controller or any
assistant controller or any other officer of the Trustee customarily performing functions similar




6









 







to those performed by any of the above designated officers and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.




          “Restricted Subsidiary” means a Subsidiary of the Company (i) substantially all the property
of which is located, or substantially all the business of which is carried on, within the United
States of America and (ii) which owns a Principal Property.




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




          “Securities Act” means the Securities Act of 1933 and any statute successor thereto, in each
case as amended from time to time.




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




          “Senior Indebtedness” means, as to any series of Securities subordinated pursuant to the
provisions of Article Fourteen, the Indebtedness of the Company identified as Senior Indebtedness
in the resolution of the Board of Directors and accompanying Officers’ Certificate or Supplemental
Indenture setting forth the terms, including as to subordination, of such series.




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




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




          “Subordinated Securities” has the meaning specified in Section 1401.




          “Subsidiary” means a corporation more than 50% of the outstanding voting stock of which is
owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the
Company and one or more other Subsidiaries. For the purposes of this definition, “voting stock”
means stock which ordinarily has voting power for the election of directors, whether at all times
or only so long as no senior class of stock has such voting power by reason of any contingency.




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




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




7









 







used with respect to
the Securities of any series shall mean the Trustee with respect to Securities of that series.




          “U.S. Government Obligation” has the meaning specified in Section 1304.




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




Section 102. Compliance Certificates and Opinions.




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




          Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (except for certificates provided for in Section 1009) shall include,





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




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




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




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



Section 103. Form of Documents Delivered to Trustee.




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




          Any certificate or opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, counsel, unless




8









 







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




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




Section 104. Acts of Holders; Record Dates.




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




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




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




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




          The Company may set any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to give, make or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided or permitted by this
Indenture to be given, made or taken by Holders of Securities of such series; provided, however,
that the Company may not set a record date for, and the provisions of this paragraph shall not
apply with respect to, the giving or making of any notice, declaration, request or




9









 







direction
referred to in the next paragraph. If any record date is set pursuant to this paragraph, the
Holders of Outstanding Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders remain Holders after
such record date; provided, however, that no such action shall be effective hereunder unless taken
on or prior to the applicable Expiration Date by Holders of the requisite principal amount of
Outstanding Securities of such series on such record date. Nothing in this paragraph shall be
construed to prevent the Company from setting a new record date for any action for which a record
date has previously been set pursuant to this paragraph (whereupon the record date previously set
shall automatically and with no action by any Person be cancelled and of no effect), and nothing in
this paragraph shall be construed to render ineffective any action taken by Holders of the
requisite principal amount of Outstanding Securities of the relevant series on the date such action
is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own
expense, shall cause notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the
relevant series in the manner set forth in Section 106.




          The Trustee may set any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to join in the giving or making of (i) any
Notice of Default, (ii) any declaration of acceleration referred to in Section 502, (iii)
any request to institute proceedings referred to in Section 507(2) or (iv) any direction
referred to in Section 512, in each case with respect to Securities of such series. If any record
date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on
such record date, and no other Holders, shall be entitled to join in such notice, declaration,
request or direction, whether or not such Holders remain Holders after such record date; provided,
however, that no such action shall be effective hereunder unless taken on or prior to the
applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities
of such series on such record date. Nothing in this paragraph shall be construed to prevent the
Trustee from setting a new record date for any action for which a record date has previously been
set pursuant to this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be
construed to render ineffective any action taken by Holders of the requisite principal amount of
Outstanding Securities of the relevant series on the date such action is taken. Promptly after any
record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause
notice of such record date, the proposed action by Holders and the applicable Expiration Date to be
given to the Company in writing and to each Holder of Securities of the relevant series in the
manner set forth in Section 106.




          With respect to any record date set pursuant to this Section, the party hereto which sets such
record dates may designate any day as the “Expiration Date” and from time to time may change the
Expiration Date to any earlier or later day; provided, however, that no such change shall be
effective unless notice of the proposed new Expiration Date is given to the other party hereto in
writing, and to each Holder of Securities of the relevant series in the manner set forth in Section
106, on or prior to the existing Expiration Date. If an Expiration Date is not designated with
respect to any record date set pursuant to this Section, the party hereto which set such record
date shall be deemed to have initially designated the 180th day after such record date as the
Expiration Date with respect thereto, subject to its right to change the Expiration Date as
provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than
the 180th day after the applicable record date.




10









 








          Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with
regard to any particular Security may do so with regard to all or any part of the principal amount
of such Security or by one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such principal amount.




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




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





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




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



Section 106. Notice to Holders; Waiver.




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




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




Section 107. Conflict with Trust Indenture Act.




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

11









 









Section 108. Effect of Headings and Table of Contents.




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




Section 109. Successors and Assigns.




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




Section 110. Separability Clause.




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




Section 111. Benefits of Indenture.




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




Section 112. Governing Law.




          This Indenture and the Securities shall be governed by and construed in accordance with the
law of the State of New York.




Section 113. Legal Holidays.




          In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities (other than a provision of any Security which
specifically states that such provision shall apply in lieu of this Section)) payment of interest
or principal (and premium, if any) need not be made at such Place of Payment on such date, but may
be made on the next succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity.




ARTICLE TWO




SECURITY FORMS




Section 201. Forms Generally.




          The Securities of each series shall be in substantially the form set forth in this Article, or
in such other form as shall be established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities




12









 








exchange or Depositary
therefor or as may, consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution thereof. If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall
be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication
and delivery of such Securities.




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




Section 202. Form of Face of Security.




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




PARKER-HANNIFIN CORPORATION




[Title of Securities]




	 	 	 
	No.                    

	 	$                    






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




13









 








          [If the Security is not to bear interest prior to Maturity, insert —The principal of this
Security shall not bear interest except in the case of a default in payment of principal upon
acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any
overdue premium shall bear interest at the rate of ___% per annum (to the extent that the
payment of such interest shall be legally enforceable), from the dates such amounts are due until
they are paid or made available for payment. Interest on any overdue principal or premium
shall be payable on demand.]




          Payment of the principal of (and premium, if any) and [if applicable, insert — any such]
interest on this Security will be made at the office or agency of the Company maintained for that
purpose in                     , in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts [if applicable, insert-;
provided, however, that at the option of the Company payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall appear in the Security
Register].




          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 its
corporate seal.




	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	PARKER-HANNIFIN CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 	 	 	 	  	 	 






Section 203. Form of Reverse of Security.




          This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of
                     ___, 20___(herein called the “Indenture,” which term shall have the meaning
assigned to it in such instrument), between the Company and
                                        
, as Trustee (herein
called the “Trustee”, which term includes any successor trustee under the Indenture), and reference
is hereby made to the Indenture 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 [if applicable, insert —, limited in
aggregate principal amount to
$                                        .]




14









 










          [If applicable, insert— The Securities of this series are subject to redemption upon not less
than 30 days’ notice by mail, [if applicable, insert — (1) on                      in any year
commencing with the year ___and ending with the year ___through operation of the sinking
fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any
time [if applicable, insert — on or after
                                        
, 19___, as a whole or in part, at the
election of the Company, at the following Redemption Prices (expressed as percentages of the
principal amount) : If redeemed [on or before                     , ___%, and if redeemed]
during the 12-month period beginning                      of the years indicated.




	 	 	 	 	 	 	 
	 	 	Redemption	 	 	 	Redemption
	Year	 	Price	 	Year	 	Price
	 
	 	 	 	 	 	 





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




          [If applicable, insert — The Securities of this series are subject to redemption upon not
less than 30 days’ notice by mail, (1) on                      in any year commencing with the year ___and
ending with the year ___through operation of the sinking fund for this series at the Redemption
Prices for redemption through operation of the sinking fund (expressed as percentages of the
principal amount) set forth in the table below, and (2) at any time[if applicable, insert — (on or
after ___as a whole or in part, at the election of the Company, at the Redemption Prices for
redemption otherwise than through operation of the sinking fund (expressed as percentages of the
principal amount) set forth in the table below: If redeemed during the 12-month period beginning
                                        
 of the years indicated.




	 	 	 	 	 
	 	 	Redemption Price	 	Redemption Price For
	 	 	For Redemption	 	Redemption Otherwise
	 	 	Through Operation	 	Than Through Operation
	Year	 	of the Sinking Fund	 	of the Sinking Fund
	 
	 	 	 	 





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




15









 








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




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




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




          [If applicable, insert — The Indenture contains provisions for defeasance at any time of [the
entire indebtedness of this Security[ [or] [certain restrictive covenants and Events of Default
with respect to this Security[ [,in each case] upon compliance with certain conditions set forth in
the Indenture.]




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




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




          The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of 66 2/3% in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the Indenture and




16









 







certain past defaults under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon
this Security.




          As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in
principal amount of Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60 days after receipt of
such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted
by the Holder of this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed herein.




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




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




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




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




          Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be




17









 







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.




Section 204. Form of Legend for Global Securities.




          Unless otherwise specified as contemplated by Section 301 for the Securities evidenced
thereby, every Global Security authenticated and delivered hereunder shall bear a legend in
substantially the following form:



THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY
NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF
THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH
DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.




Section 205. Form of Trustees Certificate of Authentication.




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




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




	 	 	 	 	 	 	 
	 

	 	[
	 	                              ], as Trustee
	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	     Authorized Officer	 	 






ARTICLE THREE




THE SECURITIES




Section 301. Amount Unlimited; Issuable in Series.




          The aggregate principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited. The Securities shall be subordinated in right of payment to Senior
Indebtedness as provided in Article Fourteen.




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




18









 









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




               (2) any limit upon the aggregate principal amount of the Securities of the series
which
may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Section 304, 305, 306, 906 or 1107 and except for any
Securities which, pursuant to Section 303, are deemed never to have been authenticated and
delivered hereunder);




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




               (4) the date or dates on which the principal of the Securities of the series is
payable;




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




               (6) the place or places where the principal of and any premium and interest, if
any, on
any Securities of the series shall be payable, where Securities of the series may be
surrendered for exchange where Securities of that series that are convertible or
exchangeable may be surrendered for conversion or exchange, as applicable, and where notices
or demands to or upon the Company in respect of the Securities of series and this Indenture
may be served;




               (7) the period or periods within which, the price or prices at which and the terms
and
conditions upon which any Securities of the series may be redeemed, in whole or in part, at
the option of the Company and, if other than by a Board Resolution, the manner in which any
election by the Company to redeem the Securities shall be evidenced;




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




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




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



19









 







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




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




               (13) if other than the entire principal amount thereof, the portion of the
principal
amount of any Securities of the series which shall be payable upon declaration of
acceleration of the Maturity thereof pursuant to Section 502;




               (14) if the principal amount payable at the Stated Maturity of any Securities of
the
series will not be determinable as of any one or more dates prior to the Stated Maturity,
the amount which shall be deemed to be the principal amount of such Securities as of any
such date for any purpose thereunder or hereunder, including the principal amount thereof
which shall be due and payable upon any Maturity other than the Stated Maturity or which
shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any
such case, the manner in which such amount deemed to be the principal amount shall be
determined);




               (15) if applicable, that the Securities of the series, in whole or any specified
part,
shall be defeasible pursuant to Section 1302 or Section 1303 or both such Sections and, if
other than by a Board Resolution, the manner in which any election by the Company to defease
such Securities shall be evidenced;




               (16) if applicable, that any Securities of the series shall be issuable in whole or
in
part in the form of one or more Global Securities and, in such case, the respective
Depositaries for such Global Securities, the form of any legend or legends
which shall be borne by any such Global Security in addition to or in lieu of that set
forth in Section 204 and any circumstances in addition to or in lieu of those set forth in
clause (2) of the last paragraph of Section 305 in which any such Global Security may be
exchanged in whole or in part for Securities registered, and any transfer of such Global
Security in whole or in part may be registered, in the name or names of Persons other than
the Depositary for such Global Security or a nominee thereof;




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




20









 






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




                         (19) if the Securities
of the series are to be convertible into or exchangeable for any
securities or property of any Person (including the Company), the terms and conditions upon
which such Securities of the series will be so convertible or exchangeable (including,
without limitation, the initial conversion price or rate, the “conversion period”, the
conversion agent, if any, adjustments of the applicable conversion price or rate and any
requirements with respect to the reservation of shares of Securities for purposes of
conversion); and




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



                      All Securities of any one series shall be substantially
identical except as to denomination
and except as may otherwise be provided in or pursuant to the Board Resolution referred to above
and (subject to Section 303) set forth, or determined in the manner provided, in the Officers’
Certificate referred to above or in any such indenture supplemental hereto.



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



Section 302. Denominations.




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



Section 303. Execution, Authentication, Delivery and Dating.




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



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



                      At any time and from time to time after the execution and
delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver
such Securities. If the form or terms of the Securities of the series have been established



21









 




by or
pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating
such Securities, and accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel stating,





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




                         (2) if the terms of
such Securities have been established by or pursuant to Board
Resolution as permitted by Section 301, that such terms have been established in conformity
with the provisions of this Indenture; and




                         (3) that such
Securities, when authenticated and delivered by the Trustee and issued by
the Company in the manner and subject to any conditions specified in such Opinion of
Counsel, will constitute valid and legally binding obligations of the Company, enforceable
in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to or
affecting creditors’ rights and to general equity principles.


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




                      Notwithstanding the provisions of Section 301 and of
the preceding paragraph, if all
Securities of a series are not to be originally issued at one time, it shall not be necessary to
deliver the Officers’ Certificate otherwise required pursuant to Section 301 or the Company Order
and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered at or prior to the
authentication upon original issuance of the first Security of such series to be issued.



                      Each Security shall be dated the date of its
authentication.



                      No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory
for any purpose unless there appears on such Security a certificate of authentication substantially
in the form provided for herein executed by the Trustee by manual signature, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such Security has been
duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued and sold by the Company, and the
Company shall deliver such Security to the Trustee for cancellation as provided in Section 309, for
all purposes of this Indenture such Security shall be deemed never
to have been authenticated and delivered hereunder and shall never be entitled to the benefits
of this Indenture.



Section 304. Temporary Securities.




                      Pending the preparation of definitive Securities of any
series, the Company may execute, and
upon Company Order the Trustee shall authenticate and deliver, temporary



22









 




Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their execution of such
Securities.




                      If temporary Securities of any series are issued, the
Company will cause definitive Securities
of that series to be prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities of such series at
the office or agency of the Company in a Place of Payment for that series, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the
Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or
more definitive Securities of the same series, of any authorized denominations and of like tenor
and aggregate principal amount. Until so exchanged the temporary Securities of any series shall in
all respects be entitled to the same benefits under this Indenture as definitive Securities of such
series and tenor.



Section 305. Registration, Registration of Transfer and Exchange.




                      The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register
(the register maintained in such office and in any other office or agency of the Company in a Place
of Payment being herein sometimes collectively referred to as the “Security Register”) in which,
subject to such reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby appointed
“Security Registrar” for the purpose of registering Securities and transfers of Securities as
herein provided.



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



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



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



                      Every Security presented or surrendered for registration
of transfer or for exchange shall (if
so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company and the



23









 




Security Registrar duly
executed, by the Holder thereof or his attorney duly authorized in writing.




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



                      If the Securities of any series (or any series and
specified tenor) are to be redeemed in
part, the Company shall not be required (A) to issue, register the transfer of or exchange any
Securities of that series (or of that series and specified tenor, as the case may be,) during a
period beginning at the opening of business 15 days before the day of the mailing of a notice of
redemption of any such Securities selected for redemption under Section 1103 and ending at the
close of business on the day of such mailing, or (B) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except the unredeemed portion of any
Security being redeemed in part.



                      The provisions of clauses (1), (2), (3) and
(4) below shall apply only to Global Securities:




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




                         (2) Notwithstanding any
other provision in this Indenture, no Global Security may be
exchanged in whole or in part for Securities registered, and no transfer of a Global
Security in whole or in part may be registered, in the name of any Person other than the
Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has
notified the Company that it is unwilling or unable to continue as Depositary for such
Global Security or (ii) has ceased to be a clearing agency registered under the Exchange
Act, (B) there shall have occurred and be continuing an Event of Default with respect to
such Global Security or (C) there shall exist such circumstances, if any, in addition to or
in lieu of the foregoing as have been specified for this purpose as contemplated by Section
301.




                         (3) Subject to clause
(2) above, any exchange of a Global Security for other Securities
may be made in whole or in part, and all Securities issued in exchange for a Global Security
or any portion thereof shall be registered in such names as the Depositary for such Global
Security shall direct.




                         (4) Every Security
authenticated and delivered upon registration of transfer of, or in
exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to
this Section, Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and
delivered in the form of, and shall be, a Global Security, unless such Security is
registered in the name of a Person other than the Depositary for such Global Security or a
nominee thereof.



24









 





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




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



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



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



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



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



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



Section 307. Payment of Interest; Interest Rights Preserved.



                      Except as otherwise provided as contemplated by
Section 301 with respect to any series of
Securities, interest on any Security which is payable, and is punctually paid or duly provided for,
on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or
more Predecessor Securities) is registered at the close of business on the Regular Record Date for
such interest.



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



25









 






                         (1) The Company may
elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner. The Company shall notify
the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each
Security of such series and the date of the proposed payment, and at the same time the
Company shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more than 15 days
and not less than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such Special Record Date and, in the name and at the
expense of the Company, shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be given to each Holder of Securities of
such series in the manner set forth in Section 106, not less than 10 days prior to such
Special Record Date. Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to
the Persons in whose names the Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following clause (2).




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



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



Section 308. Persons Deemed Owners.




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




26









 




Section 309. Cancellation.



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



Section 310. Computation of Interest.




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



ARTICLE FOUR




SATISFACTION AND DISCHARGE




Section 401. Satisfaction and Discharge of Indenture.




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



                         (1) either




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




                              (B) (all such Securities not theretofore delivered to the Trustee
for
cancellation



                                             (i) have become due and payable,



                                             (ii) will become due and payable at their Stated Maturity within
one year, or



                                             (iii) are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of



27









 





                                        
     notice of
redemption by the Trustee in the name, and at the expense, of the Company,




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




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




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



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



Section 402. Application of Trust Money.




                      Subject to the provisions of the last paragraph of
Section 1003, all money deposited with the
Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal and any premium
and interest for whose payment such money has been deposited with the Trustee.



ARTICLE FIVE




REMEDIES




Section 501. Events of Default.




                      “Event of Default”, wherever used herein with
respect to Securities of any series, means any
one of the following events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or governmental body)




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



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                         (2) default in the
payment of the principal of or any premium on any Security of that
series at its Maturity;




                         (3) default in the
deposit of any sinking fund payment, when and as due by the terms of
a Security of that series;




                         (4) default in the
performance, or breach, of any covenant or warranty of the Company
in this Indenture (other than a covenant or warranty a default in whose performance or whose
breach is elsewhere in this Section specifically dealt with or which has expressly been
included in this Indenture solely for the benefit of series of Securities other than that
series), and continuance of such default or breach for a period of 60 days after there has
been given, by registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 10% in principal amount of the Outstanding
Securities of that series a written notice specifying such default or breach and requiring
it to be remedied and stating that such notice is a “Notice of Default” hereunder;




                         (5) a default under any
bond, debenture, note or other evidence of indebtedness for
money borrowed in an aggregate principal amount exceeding $10,000,000 by the Company or any
Restricted Subsidiary (including a default with respect to Securities of any series other
than that series) or under any mortgage, indenture or instrument (including this Indenture)
under which there may be issued or by which there may be secured or evidenced any
indebtedness for money borrowed in an aggregate principal amount exceeding $10,000,000 by
the Company or any Restricted Subsidiary whether such indebtedness now exists or shall
hereafter be created, which default shall have resulted in such indebtedness becoming or
being declared due and payable prior to the date on which it would otherwise have become due
and payable, without such
indebtedness having been discharged, or such acceleration having been rescinded or
annulled, within a period of 10 days after there shall have been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee by the
Holders of at least 10% in principal amount of the Outstanding Securities of that series a
written notice specifying such default and requiring the Company to cause such indebtedness
to be discharged or cause such acceleration to be rescinded or annulled, as the case may be,
and stating that such notice is a “Notice of Default” hereunder; provided, however, that,
subject to the provisions of Sections 601 and 602, the Trustee shall not be deemed to have
knowledge of such default unless either (A) a Responsible Officer of the Trustee shall have
actual knowledge of such default or (B) the Trustee shall have received written notice
thereof from the Company, from any Holder, from the holder of any such indebtedness or from
the trustee under any such mortgage, indenture or other instrument;




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



29









 






similar official
of the Company or of any substantial part of its property, or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or order for relief or
any such other decree or order unstayed and in effect for a period of 60 consecutive days;




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




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



Section 502. Acceleration of Maturity; Rescission and Annulment.




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



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




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




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




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



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                              (C) to the extent that payment of such interest is lawful,
interest upon
overdue interest at the rate or rates prescribed therefor in such Securities, and




                              (D) all sums paid or advanced by the Trustee hereunder and the
reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel; and




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


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




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




                      The
Company covenants that if:




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




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



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




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



Section 504. Trustee May File Proofs of Claim.




                      In case of any judicial proceeding relative to the Company
(or any other obligor upon the
Securities), its property or its creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions authorized under the
Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the same; and any



31









 




custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 607.




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



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




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



Section 506. Application of Money Collected.




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




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




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



Section 507. Limitation on Suits.




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




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



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




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




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




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


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




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




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



Section 509. Restoration of Rights and Remedies.




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



Section 510. Rights and Remedies Cumulative.




                      Except as otherwise provided with respect to the
replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of
any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or



33









 




remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.




Section 511. Delay or Omission Not Waiver.




                      No delay or omission of the Trustee or of any Holder of
any Securities to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by
this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.



Section 512. Control by Holders.




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




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




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



Section 513. Waiver of Past Defaults.




                      The Holders of not less than a majority in principal
amount of the Outstanding Securities of
any series may on behalf of the Holders of all the Securities of such series waive any past default
hereunder with respect to such series and its consequences, except a default




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




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



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



Section 514. Undertaking for Costs.




                      In any suit for the enforcement of any right or remedy
under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require
any party litigant in such suit to file an undertaking to pay the costs of such suit, and may
assess costs against any such party litigant, in the manner and to the extent provided in the Trust



34









 




Indenture Act; provided, however, that neither this Section nor the Trust Indenture Act shall be
deemed to authorize any court to require such an undertaking or to make such an assessment in any
suit instituted by the Company.




Section 515. Waiver of Usury, Stay or Extension Laws.




                      The Company covenants (to the extent that it may lawfully
do so) that it will not at any time
insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any
usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performance of this Indenture; and the Company (to the extent that it
may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants
that it will not hinder, delay or impede the execution of any power herein granted to the Trustee,
but will suffer and permit the execution of every such power as though no such law had been
enacted.



ARTICLE SIX




THE TRUSTEE




Section 601. Certain Duties and Responsibilities.




                      The duties and responsibilities of the Trustee shall be as
provided by the Trust Indenture
Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the performance of any
of its duties hereunder, or in the exercise of any of its rights or powers.



                      Whether or not therein expressly so provided, every
provision of this Indenture relating to
the conduct or affecting the liability of or affording protection to the Trustee shall be subject
to the provisions of this Section.



Section 602. Notice of Defaults.




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



Section 603. Certain Rights of Trustee.




                      Subject to the provisions of Section 601:




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



35









 






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




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




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




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




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




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



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




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



Section 605. May Hold Securities.




                      The Trustee, any Authenticating Agent, any Paying Agent,
any Security Registrar or any other
agent of the Company, in its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Sections 608 and 613, may otherwise deal with the



36









 




Company with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar
or such other agent.




Section 606. Money Held in Trust.




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



Section 607. Compensation and Reimbursement.




                      The Company agrees




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




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




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



Section 608. Conflicting Interests.




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



Section 609. Corporate Trustee Required; Eligibility.




                      There shall at all times be one (and only one) Trustee
hereunder with respect to the
Securities of each series, which may be Trustee hereunder for Securities of one or more other
series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act
as such and has a combined capital and surplus of at least $50,000,000. If any such Person
publishes reports of condition at least annually, pursuant to law or to the requirements of its
supervising or examining authority, then for the purposes of this Section and to the extent
permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be
deemed to be its combined capital and surplus as set forth in its most recent report of condition



37









 




so published. If at any time the Trustee with respect to the Securities of any series shall cease
to be eligible in accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.




Section 610. Resignation and Removal; Appointment of Successor.




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



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



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



                      If at any time:




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




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




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


then, in any such case, (A) the Company by a Board Resolution may remove the Trustee with respect
to all Securities, or (B) subject to Section 514, any Holder who has been a bona fide Holder of a
Security for at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.




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



38









 




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




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



Section 611. Acceptance of Appointment by Successor.




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



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



39









 




the resignation or
removal of the retiring Trustee shall become effective to the extent provided therein and each such
successor Trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on request of the
Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to
such successor Trustee all Property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates.




                      Upon request of any such successor Trustee, the Company
shall execute any and all instruments
for more fully and certainly vesting in and confirming to such successor Trustee all such rights,
powers and trusts referred to in the first or second preceding paragraph, as the case may be.



                      No successor Trustee shall accept its appointment unless
at the time of such acceptance such
successor Trustee shall be qualified and eligible under this Article.



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




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



Section 613. Preferential Collection of Claims Against Company.




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



Section 614. Appointment of Authenticating Agent.




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



40









 




be acceptable to the
Company and shall at all times be a corporation organized and doing business under the laws of the
United States of America, any State thereof or the District of Columbia, authorized under such laws
to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000
and subject to supervision or examination by Federal or
State authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.




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



                      An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee
and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may
appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment in the manner provided in Section 106 to all Holders of Securities of
the series with respect to which such Authenticating Agent will serve. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers
and duties of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under
the provisions of this Section.



                      The Trustee agrees to pay to each Authenticating Agent
from time to time reasonable
compensation for its services under this Section, and the Trustee shall be entitled to be
reimbursed for such payments, subject to the provisions of Section 607.



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



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



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	 	WELLS FARGO BANK, N.A., As Trustee

 	 
	 	By 	 	 
	 	 	As Authenticating Agent 	 
	 	 	 
	 	By 	
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 



ARTICLE SEVEN




HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY




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





           
           The
Company will furnish or cause to be furnished to the Trustee:




         
                (1) semi-annually, not later than June
 15 and December 15 in each year, a list, in such
form as the Trustee may reasonably require, of the names and addresses of the Holders of
Securities of each series as of the preceding June 1 or December 1, as the case may be, and




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


excluding from any such list names and addresses received by the Trustee in its capacity as
Security Registrar.




Section 702. Preservation of Information; Communications to Holders.




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



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



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




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Section 703. Reports by Trustee.




          The Trustee shall transmit to Holders such reports concerning the Trustee and its actions
under this Indenture as may be required pursuant to the Trust Indenture Act at the time and in the
manner provided pursuant thereto.




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




Section 704. Reports by Company.




          The Company shall file with the Trustee and the Commission, and transmit to Holders, such
information, documents and other reports, and such summaries thereof, as may be required pursuant
to the Trust Indenture Act at the time and in the manner provided pursuant to the Trust Indenture
Act; provided, however, that any such information, document or reports required to be filed with
the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee
within 15 days after the same is so required to be filed with the Commission.




ARTICLE EIGHT




CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE




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




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





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




          (2) immediately after giving effect to such transaction and treating any indebtedness
which becomes an obligation of the Company or any Subsidiary as a result of such transaction
as having been incurred by the Company or such Subsidiary at the



43









 






time of such transaction,
no Event of Default, and no event which, after notice or lapse of time or both, would become
an Event of Default, shall have happened and be continuing;




          (3) if, as a result of any such consolidation or merger or such conveyance, transfer or
lease, properties or assets of the Company would become subject to a mortgage, pledge, lien,
security interest or other encumbrance which would not be permitted by this Indenture, the
Company or such successor Person, as the case may be, shall take such steps as shall be
necessary effectively to secure the Securities equally and ratably with (or prior to) all
indebtedness secured thereby; and




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



Section 802. Successor Substituted.




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




ARTICLE NINE




SUPPLEMENTAL INDENTURES




     Section 901. Supplemental Indentures Without Consent of Holders.



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





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




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



44









 






          (3) to add any additional Events of Default for the benefit of the Holders of all or
any series of Securities (and if such additional Events of Default are to be for the benefit
of less than all series of Securities, stating that such additional Events of Default are
expressly being included solely for the benefit of such series);




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




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




          (6) to secure the Securities pursuant to the requirements of Section 1007 or otherwise;




          (7) to establish the form or terms of Securities of any series as permitted by Sections
201 and 301, including the provisions and procedures relating to Securities convertible into
or exchangeable for any securities of any Person (including the Company);




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




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



Section 902. Supplemental Indentures With Consent of Holders.




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


45









 









          (1) change the Stated Maturity of the principal of, or any installment of principal of
or interest on, any Security, or reduce the principal amount thereof or the rate of interest
thereon or any premium payable upon the redemption thereof, or reduce the amount of the
principal of an Original Issue Discount Security or any other Security which would be due
and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section
502, or change any Place of Payment where, or the coin or currency in which, any Security or
any premium or the interest thereon is payable, or impair the right to institute suit for
the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case
of redemption, on or after the Redemption Date) or adversely effect any right to convert or
exchange any Security as may be provided pursuant to Section 301 herein;




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




          (3) modify any of the provisions of this Section, Section 513 or Section 1010, except
to increase any such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each Outstanding
Security affected thereby, provided, however, that this clause shall not be deemed to
require the consent of any Holder with respect to changes in the references to “the Trustee”
and concomitant changes in this Section and Section 1010, or the deletion of this proviso,
in accordance with the requirements of Sections 611 and 901(8); or




          (4) modify the provisions of Article Fourteen in a manner adverse to the Holders of
Securities.


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




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




Section 903. Execution of Supplemental Indentures.




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


46









 









Section 904. Effect of Supplemental Indentures.




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




Section 905. Conformity with Trust Indenture Act.




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




Section 906. Reference in Securities to Supplemental Indentures.




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




ARTICLE TEN




COVENANTS




Section 1001. Payment of Principal, Premium and Interest.




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




Section 1002. Maintenance of Office or Agency.




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




          The Company may also from time to time designate one or more other offices or agencies where
the Securities of one or more series may be presented or surrendered for any or

47









 








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




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




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




          Whenever the Company shall have one or more Paying Agents for any series of Securities, it
will, prior to each due date of the principal of or any premium or interest on any Securities of
that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held
as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee of its action or failure so to act.




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




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




          Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of or any premium or interest on any Security of any series
and remaining unclaimed for two years after such principal, premium or interest has become due and
payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before
being required to make any such repayment, may at the expense of the Company cause to be published
once, in a newspaper published in the English language, customarily published on each Business Day
and of general circulation, notice that such money

48









 







remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the Company.




Section 1004. Existence.




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




Section 1005. Maintenance of Properties.




          The Company will cause all properties used or useful in the conduct of its business or the
business of any Subsidiary to be maintained and kept in good condition, repair and working order
and supplied with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company
may be necessary so that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that nothing in this Section shall
prevent the Company from discontinuing the operation or maintenance of any of such properties if
such discontinuance is, in the judgment of the Company, desirable in the conduct of its business or
the business of any Subsidiary and not disadvantageous in any material respect to the Holders.




Section 1006. Payment of Taxes and Other Claims.




          The Company will pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon the
Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary,
and (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of the Company or any Subsidiary;
provided, however, that the Company shall not be required to pay or discharge or cause to be paid
or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings.




Section 1007. Restrictions on Secured Debt.




          The Company will not itself, and will not permit any Restricted Subsidiary to, incur, issue,
assume, or guarantee any loans, whether or not evidenced by negotiable instruments or securities,
or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed
(loans, and notes, bonds, debentures or other similar evidences of indebtedness for money borrowed
being hereinafter in this Section 1007 called “Debt”), secured after the date hereof by pledge of,
or mortgage or lien on, any Principal Property of the Company or any Restricted Subsidiary or any
shares of Capital Stock of or Debt of any Restricted Subsidiary (mortgages, pledges and liens being
hereinafter in this Section 1007 called “Mortgage” or “Mortgages”), without effectively providing
that the Securities (together with, if the Company shall so determine, any other Debt of the
Company or such Restricted Subsidiary then existing or


49









 







thereafter created which is not subordinated
to the Securities) shall be secured equally and ratably with (or, at the option of the Company,
prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving
effect thereto, the aggregate amount of all such secured Debt plus all Attributable Debt of the
Company and its Restricted Subsidiaries with respect to sale and lease back transactions to which
Section 1008 is applicable would not exceed 10% of Consolidated Net Tangible Assets; provided,
however, that this Section 1007 shall not apply to, and there shall be excluded from secured Debt
in any computation under this Section 1007, Debt secured by:





          (1) Mortgages on property of, or on any shares of Capital Stock of or Debt of, any
corporation existing at the time such corporation becomes a Restricted Subsidiary;




          (2) Mortgages in favor of the Company or any Restricted Subsidiary;




          (3) Mortgages in favor of any governmental body to secure progress, advance or other
payments pursuant to any contract or provision of any statute;




          (4) Mortgages on property, shares of Capital Stock or Debt existing at the time of
acquisition thereof (including acquisition through merger or consolidation) or to secure the
payment of all or any part of the purchase price thereof or construction thereon or to
secure any Debt incurred prior to, at the time of, or within 180 days after the later of the
acquisition of such property, shares of Capital Stock or Debt or the completion of
construction, for the purpose of financing all or any part of the purchase price thereof or
construction thereon;




          (5) Mortgages securing obligations issued by a State, territory or possession of the
United States, any political subdivision of any of the foregoing, or the District of
Columbia, or any instrumentality of any of the foregoing to finance the acquisition or
construction of property, and on which the interest is not, in the opinion of tax counsel of
recognized standing or in accordance with a ruling issued by the Internal Revenue Service,
includible in gross income of the holder by reason of Section 103 (a)(1) of the Internal Revenue Code (or any successor to such provision) as in effect at
the time of the issuance of such obligations; or




          (6) Any extension, renewal or replacement (or successive extensions, renewals or
replacements), as a whole or in part, of any Mortgage referred to in the foregoing clauses
(1) to (5), inclusive; provided, however, that such extension, renewal or replacement
Mortgage shall be limited to all or part of the same property, shares of Capital Stock or
Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such
property).



Section 1008. Restrictions on Sales and Leasebacks.




          The Company will not itself, and will not permit any Restricted Subsidiary to enter into any
transaction after the date hereof with any bank, insurance company or other lender or investor, or
any such transaction to which any such bank, company, lender or investor is a party, providing for
the leasing by the Company or a Restricted Subsidiary of any Principal Property which has been or
is to be sold or transferred by the Company or such Restricted


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Subsidiary to such bank, company,
lender or investor, or any person to whom funds have been or are to be advanced by such bank,
company, lender or investor on the security of such Principal Property (herein referred to as a
“sale and leaseback transaction”) unless, after giving effect thereto, the aggregate amount of all
Attributable Debt with respect to all such transactions plus all secured Debt to which Section 1007
is applicable would not exceed 10% of Consolidated Net Tangible Assets. This covenant shall not
apply to, and there shall be excluded from Attributable Debt in any computation under this Section
1008 or Section 1007 Attributable Debt with respect to, any sale and leaseback transaction if:





          (1) the lease in such sale and lease back transaction is for a period, including
renewal rights, of not in excess of three years;




          (2) the Company or a Restricted Subsidiary, within 180 days after the sale or transfer
shall have been made by the Company or by a Restricted Subsidiary, applies an amount equal
to the greater of the net proceeds of the sale of the Principal Property leased pursuant to
such arrangement or the fair market value of the Principal Property so leased at the time of
entering into such arrangement (as determined in any manner approved by the Board of
Directors) to




          (A) the retirement of the Securities, other Funded Debt of the Company ranking
on a parity with or senior to the Securities, or Funded Debt of a Restricted
Subsidiary, provided, however, that the amount to be applied to the retirement of
such Funded Debt of the Company or a Restricted Subsidiary shall be reduced by (x)
the principal amount of any Securities (or other notes or debentures constituting
such Funded Debt) delivered within such 180-day period to the Trustee or other
applicable trustee for retirement and cancellation and (y) the principal amount of
such Funded Debt, other than items referred to in the preceding clause (x),
voluntarily retired by the Company or a Restricted Subsidiary within 180 days after
such sale, and provided further, that, notwithstanding the foregoing, no retirement
referred to in this clause (a) may be effected by any payment at maturity or
pursuant to any mandatory sinking fund payment or any mandatory prepayment
provision; or




          (B) the purchase of other property which will constitute a Principal Property
having a fair market value, in the opinion of the Board of Directors, at least equal
to the fair market value of the Principal Property leased in such sale and lease
back transaction;




          (3) such sale and leaseback transaction is entered into prior to, at the time of, or
within 180 days after the later of the acquisition of the Principal Property or the
completion of construction thereon;




          (4) the lease in such sale and leaseback transaction secures or relates to obligations
issued by a State, territory or possession of the United States, or any political
subdivision of any of the foregoing, the District of Columbia, or any instrumentality of any
of the foregoing to finance the acquisition or construction of property, and on which the
interest is not, in the opinion of tax counsel of recognized standing or in accordance with
a ruling issued by the Internal Revenue Service, includible in gross income of the holder by
reason of Section 103 (a) (1) of the Internal Revenue



51









 







Code (or any successor to such
provision) as in effect at the time of the issuance of such obligations; or




          (5) such sale and leaseback transaction is entered into between the Company and a
Restricted Subsidiary or between Restricted Subsidiaries.



Section 1009. Statement by Officers as to Default.




          The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of
the Company ending after the date hereof, an Officers’ Certificate, stating whether or not to the
best knowledge of the signers thereof the Company is in default in the performance and observance
of any of the terms, provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and if the Company shall be in default,
specifying all such defaults and the nature and status thereof of which they may have knowledge.




Section 1010. Waiver of Certain Covenants.




          Except as otherwise specified as contemplated by Section 301 for Securities of such series,
the Company may, with respect to the Securities of any series, omit in any particular instance to
comply with any term, provision or condition set forth in any covenant provided pursuant to Section
301(18), 901(2) or 901(7) for the benefit of the Holders of such series or in any of Sections 1004
to 1008, inclusive, if before the time for such compliance the Holders of at least 66 2/3 % in
principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such term, provision or
condition, but no such waiver shall extend to or affect such term, provision or condition except to
the extent so expressly waived, and, until such waiver shall become effective, the obligations of
the Company and the duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.




ARTICLE ELEVEN




REDEMPTION OF SECURITIES




Section 1101. Applicability of Article.




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




Section 1102. Election to Redeem; Notice to Trustee.




          The election of the Company to redeem any Securities shall be evidenced by a Board Resolution
or in another manner specified as contemplated by Section 301 for such Securities. In case of any
redemption at the election of the Company of less than all the Securities of any series (including
any such redemption affecting only a single Security), the Company shall, at least 60 days prior to
the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such
series to be redeemed and, if applicable, of the tenor

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of the Securities to be redeemed. In the
case of any redemption of Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish
the Trustee with an Officers’ Certificate evidencing compliance with such restriction.




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




          If less than all the Securities of any series are to be redeemed (unless all of the Securities
of such series and of a specified tenor are to be redeemed or unless such redemption affects only a
single Security), the particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not
previously called for redemption, by such method as the Trustee shall deem fair and appropriate and
which may provide for the selection for redemption of a portion of the principal amount of any
Security of such series; provided, however, that the unredeemed portion of the principal amount of
any Security shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security. If less than all the Securities of such series and of a
specified tenor are to be redeemed (unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor
not previously called for redemption in accordance with the preceding sentence.




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




          The provisions of the two preceding paragraphs shall not apply with respect to any redemption
affecting only a single Security, whether such Security is to be redeemed in whole or in part. In
the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized denomination (which shall not be
less than the minimum authorized denomination) for such Security.




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




Section 1104. Notice of Redemption.




          Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than
30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed,
at his address appearing in the Security Register.




          All notices of redemption shall state:





	 	(1)	 	the Redemption Date,
	 
	 	(2)	 	the Redemption Price,





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          (3) if less than all the Outstanding Securities of any series consisting of more than a
single Security are to be redeemed, the identification (and, in the case of partial
redemption of any such Securities, the principal amounts) of the particular Securities to be
redeemed and, if less than all the Outstanding Securities of any series consisting of a
single Security are to be redeemed the principal amount of the particular Security to be
redeemed,




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




          (5) the place or places where each such Security is to be surrendered for payment of
the Redemption Price, and




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



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




Section 1105. Deposit of Redemption Price.




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




Section 1106. Securities Payable on Redemption Date.




          Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall,
on the Redemption Date, become due and payable at the Redemption Price therein specified, and from
and after such date (unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security
for redemption in accordance with said notice, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest to the Redemption Date; provided, however, that,
unless otherwise specified as contemplated by Section 301, installments of interest whose Stated
Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of business on the relevant
Record Dates according to their terms and the provisions of Section 307.




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

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Section 1107. Securities Redeemed in Part.




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




ARTICLE TWELVE




SINKING FUNDS




Section 1201. Applicability of Article.




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




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




Section 1202. Satisfaction of Sinking Fund Payments with Securities.




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




Section 1203. Redemption of Securities for Sinking Fund.




          Not less than 45 days prior to each sinking fund payment date for any Securities, the Company
will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing
sinking fund payment for such Securities pursuant to the terms of such Securities, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any,


55









 








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




ARTICLE THIRTEEN




DEFEASANCE AND COVENANT DEFEASANCE




Section 1301. Company’s Option to Effect Defeasance or Covenant Defeasance.




          The Company may elect, at its option at any time, to have Section 1302 or Section 1303 applied
to any Securities or any series of Securities, as the case may be, designated pursuant to Section
301 as being defeasible pursuant to such Section 1302 or 1303, in accordance with any applicable
requirements provided pursuant to Section 301 and upon compliance with the conditions set forth
below in this Article. Any such election shall be evidenced by a Board Resolution or in another
manner specified as contemplated by Section 301 for such Securities.




Section 1302. Defeasance and Discharge.




          Upon the Company’s exercise of its option, if any, to have this Section applied to any
Securities or any series of Securities, as the case may be, the Company shall be deemed to have
been discharged from its obligations with respect to such Securities as provided in this Section on
and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called
“Defeasance”. ( For this purpose, such Defeasance means that the Company shall be deemed
to have paid and discharged the entire indebtedness represented by such Securities and to have
satisfied all its other obligations under such Securities and this Indenture insofar as such
Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), subject to the following which shall survive until otherwise
terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1304 and as more fully set forth in
such Section, payments in respect of the principal of and any premium and interest on such
Securities when payments are due, (2) the Company’s obligations with respect to such Securities
under Sections 304, 305, 306, 1002 and 1003, (3) the rights, powers, trusts, duties and immunities
of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company
may exercise its option, if any, to have this Section applied to any Securities notwithstanding the
prior exercise of its option, if any, to have Section 1303 applied to such Securities. Money and
securities held in trust pursuant to this Section 1302 shall not be subject to Article Fourteen.




Section 1303. Covenant Defeasance.




          Upon the Company’s exercise of its option, if any, to have this Section applied to any
Securities or any series of Securities, as the case may be, (1) the Company shall be released from
its obligations under Section 801(3), Sections 1005 through 1009, inclusive, and any covenants
provided pursuant to Section 301(18), 901(2) or 901(7) for the benefit of the Holders of such
Securities and (2) the occurrence of any event specified in Sections 501(4) (with respect

56









 








to any of
Section 801(3), Sections 1005 through 1008, inclusive, and any such covenants provided pursuant to
Section 301(18), 901(2) or 901(7)), 501(5) and 501(8) shall be deemed not to be or result in an
Event of Default, in each case with respect to such Securities as provided in this Section on and
after the date the conditions set forth in Section 1304 are satisfied (hereinafter called “Covenant
Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to such
Securities, the Company may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such specified Section (to the extent so specified in the
case of Section 501(4)), whether directly or indirectly by reason of any reference elsewhere herein
to any such Section or by reason of any reference in any such Section to any other provision herein
or in any other document, but the remainder of this Indenture and such Securities shall be
unaffected thereby.




Section 1304. Conditions to Defeasance or Covenant Defeasance.




          The following shall be the conditions to the application of Section 1302 or Section 1303 to
any Securities or any series of Securities, as the case may be:





          (1) The Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee which satisfies the requirements contemplated by Section 609 and
agrees to comply with the provisions of this Article applicable to it) as trust funds in
trust for the purpose of making the following payments, specifically pledged as security
for, and dedicated solely to, the benefits of the Holders of such Securities, (A) money in
an amount, or (B) U.S. Government Obligations which through the scheduled payment of
principal and interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, money in an amount, or (C) a
combination thereof, in each case sufficient, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof delivered to
the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such
other qualifying trustee) to pay and discharge, the principal of and any premium and
interest on such Securities on the respective Stated Maturities, in accordance with the
terms of this Indenture and such Securities. As used herein, “U.S. Government Obligation”
means (x) any security which is (i) a direct obligation of the United States of America for the payment of which the full faith and
credit of the United States of America is pledged or (ii) an obligation of a Person
controlled or supervised by and acting as an agency or instrumentality of the United States
of America the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which, in either case (i) or (ii), is not
callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt
issued by a bank (as defined in Section 3(a) (2) of the Securities Act) as custodian with
respect to any U.S. Government Obligation which is specified in clause (x) above and held by
such bank for the account of the holder of such depositary receipt, or with respect to any
specific payment of principal of or interest on any U.S. Government Obligation which is so
specified and held; provided, however, that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of such
depositary receipt from any amount received by the custodian in respect of the U.S.
Government Obligation or the specific payment of principal or interest evidenced by such
depositary receipt.



57









 






          (2) In the event of an election to have Section 1302 apply to any Securities or any
series of Securities, as the case may be, the Company shall have delivered to the Trustee an
Opinion of Counsel stating that (A) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (B) since the date of this
instrument, there has been a change in the applicable Federal income tax law, in either case
(A) or (B) to the effect that, and based thereon such opinion shall confirm that, the
Holders of such Securities will not recognize gain or loss for Federal income tax purposes
as a result of the deposit, Defeasance and discharge to be effected with respect to such
Securities and will be subject to Federal income tax on the same amount, in the same manner
and at the same times as would be the case if such deposit, Defeasance and discharge were
not to occur.




          (3) In the event of an election to have Section 1303 apply to any Securities or any
series of Securities, as the case may be, the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that the Holders of such Securities will not recognize gain
or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance
to be effected with respect to such Securities and will be subject to Federal income tax on
the same amount, in the same manner and at the same times as would be the case if such
deposit and Covenant Defeasance were not to occur.




          (4) The Company shall have delivered to the Trustee an Officer’s Certificate to the
effect that neither such Securities nor any other Securities of the same series, if then
listed on any securities exchange, will be delisted as a result of such deposit.




          (5) No event which is, or after notice or lapse of time or both would become, an Event
of Default with respect to such Securities or any other Securities shall have occurred and
be continuing at the time of such deposit or, with regard to any such event specified in
Sections 501(6) and (7), at any time on or prior to the 90th day after the date of such
deposit (it being understood that this condition shall not be deemed satisfied until after
such 90th day).




          (6) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a
conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities
are in default within the meaning of the Trust Indenture Act).




          (7) Such Defeasance or Covenant Defeasance shall not result in a breach or violation
of, or constitute a default under, any other agreement or instrument to which the Company is
a party or by which it is bound.




          (8) Such Defeasance or Covenant Defeasance shall not result in the trust arising from
such deposit constituting an investment company within the meaning of the Investment Company
Act unless such trust shall be registered under such Act or exempt from registration
thereunder.




          (9) The Company shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that all conditions precedent with respect to such
Defeasance or Covenant Defeasance have been complied with.



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Section 1305. Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous
Provisions.




          Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee
(solely for purposes of this Section and Section 1306, the Trustee and any such other trustee are
referred to collectively as the “Trustee”) pursuant to Section 1304 in respect of any Securities
shall be held in trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any such Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders
of such Securities, of all sums due and to become due thereon in respect of principal and any
premium and interest, but money so held in trust need not be segregated from other funds except to
the extent required by law.




          The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 or the
principal and interest received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of Outstanding Securities.




          Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to
the Company from time to time upon Company Request any money or U.S. Government Obligations held by
it as provided in Section 1304 with respect to any Securities which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such
Securities.




Section 1306. Reinstatement.




          If the Trustee or the Paying Agent is unable to apply any money in accordance with this
Article with respect to any Securities by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture and such Securities from which the Company has been
discharged or released pursuant to Section 1302 or 1303 shall be revived and reinstated as though
no deposit had occurred pursuant to this Article with respect to such Securities, until such time
as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section
1305 with respect to such Securities in accordance with this Article; provided, however, that if
the Company makes any payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Company shall be subrogated to the rights, if
any, of the Holders of such Securities to receive such payment from the money so held in trust.

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ARTICLE FOURTEEN




SUBORDINATION OF SECURITIES




Section 1401. Applicability of Article; Agreement To Subordinate.




          Except as provided otherwise in any Officers’ Certificate or indentures supplemental hereto
establishing the terms of a series of Securities, the provisions of this Article Fourteen shall be
applicable to the Securities of any series (Securities of such series referred to in this Article
Fourteen as “Subordinated Securities”) designated, pursuant to Section 3.01, as subordinated to
Senior Indebtedness. Each Holder by accepting a Subordinated Security agrees that the Indebtedness
evidenced by such Subordinated Security is subordinated in right of payment, to the extent and in
the manner provided in this Article Fourteen, to the prior payment of all Senior Indebtedness with
respect to such series of Securities and that the subordination is for the benefit of and
enforceable by the holders of Senior Indebtedness. All provisions of this Article Fourteen shall be
subject to Section 1411. The Officers’ Certificate or indenture supplemental hereto establishing
the terms of a series of Securities may provide provisions relating to the subordination of that
series that differ from, add to, diminish from, or replace in their entirety any or all of the
provisions of this Article Fourteen with respect to such series of Securities and that identify the
same or different Senior Indebtedness for each series of Subordinated Securities hereunder,
including provisions subordinating a series of Subordinated Securities to any or all other series
of Subordinated Securities.




Section 1402. Liquidation, Dissolution, Bankruptcy.




          Upon any payment or distribution of the assets of the Company to creditors upon a total or
partial liquidation or a total or partial dissolution of the Company or in a bankruptcy,
reorganization, insolvency, receivership or similar proceeding relating to the Company or its
property:





          (1) holders of Senior Indebtedness shall be entitled to receive payment in full in cash
of the Senior Indebtedness (including interest (if any), accruing on or after the
commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the
Company in such bankruptcy proceeding) before Holders of Subordinated Securities shall be
entitled to receive any payment of principal of, or premium, if any, or interest on, the
Subordinated Securities; and




          (2) until the Senior Indebtedness is paid in full, any distribution to which Holders of
Subordinated Securities would be entitled but for this Article Fourteen shall be made to holders of Senior Indebtedness as their interests may appear, except
that such Holders may receive shares of stock and any debt securities that are subordinated
to Senior Indebtedness to at least the same extent as the Subordinated Securities.



Section 1403. Default on Senior Indebtedness.




          The Company may not pay the principal of, or premium, if any, or interest on, the Subordinated
Securities or make any deposit pursuant to Article Thirteen and may not repurchase, redeem or
otherwise retire (except, in the case of Subordinated Securities that provide for a mandatory
sinking fund pursuant to Section 1201, by the delivery of Subordinated

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Securities by the Company to
the Trustee pursuant to Section 1202) any Securities (collectively, “pay the Subordinated
Securities”) if (a) any principal, premium or interest in respect of Senior Indebtedness is not
paid within any applicable grace period (including at maturity) or (b) any other default on Senior
Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with
its terms unless, in either case, (i) the default has been cured or waived and any such
acceleration has been rescinded or (ii) such Senior Indebtedness has been paid in full in cash.
During the continuance of any default (other than a default described in clause (a) or (b) of the
preceding sentence) with respect to any Senior Indebtedness pursuant to which the maturity thereof
may be accelerated immediately without further notice (except such notice as may be required to
effect such acceleration) or the expiration of any applicable grace periods, the Company may not
pay the Subordinated Securities for a period (a “Payment Blockage Period”) commencing upon the
receipt by the Company and the Trustee of written notice of such default from the holders of Senior
Indebtedness specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and
ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (A) by written
notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, (B)
by repayment in full in cash of the Senior Indebtedness or (C) because the default giving rise to
such Blockage Notice is no longer continuing). Notwithstanding the provisions described
in the immediately preceding sentence (but subject to the provisions contained in the first
sentence of this Section 1403), unless the holders of the Senior Indebtedness shall have
accelerated the maturity of the Senior Indebtedness, the Company may resume payments on the
Subordinated Securities after such Payment Blockage Period. Not more than one Blockage Notice may
be given in any consecutive 360-day period, irrespective of the number of defaults with respect to
any number of issues of Senior Indebtedness during such period. For purposes of this Section 1403,
no default or event of default which existed or was continuing on the date of the commencement of
any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment
Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment
Blockage Period by the holders of such Senior Indebtedness, whether or not within a period of 360
consecutive days, unless such default or event of default shall have been cured or waived for a
period of not less than 90 consecutive days.




Section 1404. Acceleration of Payment of Securities.




          If payment of the Subordinated Securities is accelerated because of an Event of Default, the
Company or the Trustee shall promptly notify the holders of the Senior Indebtedness of the
acceleration.




Section 1405. When Distribution Must Be Paid Over.



          If a distribution is made to Holders of Subordinated Securities that because of this Article
Fourteen should not have been made to them, the Holders who receive such distribution shall hold it
in trust for holders of Senior Indebtedness and pay it over to them as their interests may appear.




Section 1406. Subrogation.




          After all Senior Indebtedness is paid in full and until the Subordinated Securities are paid
in full, Holders thereof shall be subrogated to the rights of holders of Senior Indebtedness to
receive distributions applicable to Senior Indebtedness. A distribution made


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under this Article
Fourteen to holders of Senior Indebtedness which otherwise would have been made to Holders of
Subordinated Securities is not, as between the Company and such Holders, a payment by the Company
on Senior Indebtedness.




Section 1407. Relative Rights.




          This Article Fourteen defines the relative rights of Holders of Subordinated Securities and
holders of Senior Indebtedness. Nothing in this Indenture shall:





          (1) impair, as between the Company and Holders of either Subordinated Securities or
Securities, the obligation of the Company, which is absolute and unconditional, to pay
principal of, and premium, if any, and interest on, the Subordinated Securities and the
Securities in accordance with their terms; or




          (2) prevent the Trustee or any Holder of either Subordinated Securities or Securities
from exercising its available remedies upon a Default, subject to the rights of holders of
Senior Indebtedness to receive distributions otherwise payable to Holders of Subordinated
Securities.



Section 1408. Subordination May Not Be Impaired By Company.




          No right of any holder of Senior Indebtedness to enforce the subordination of the Indebtedness
evidenced by the Subordinated Securities shall be impaired by any act or failure to act by the
Company or by its failure to comply with this Indenture.




Section 1409. Rights of Trustee and Paying Agent.




          Notwithstanding Section 1403, the Trustee or any paying agent may continue to make payments on
Subordinated Securities and shall not be charged with knowledge of the existence of facts that
would prohibit the making of any such payments unless, not less than two business days prior to the
date of such payment, a responsible officer of the Trustee receives notice satisfactory to it that
payments may not be made under this Article Fourteen. The Company, the Registrar, any payment agent
or a holder of Senior Indebtedness may give the notice.




          The Trustee in its individual or any other capacity may hold Senior Indebtedness with the same
rights it would have if it were not Trustee. The Registrar and any paying agent may do the same
with like rights. The Trustee shall be entitled to all the rights set forth in this Article
Fourteen with respect to any Senior Indebtedness which may at any time be held by it, to the same extent as any other holder of Senior Indebtedness; and nothing in Article Six shall
deprive the Trustee of any of its rights as such holder. Nothing in this Article Fourteen shall
apply to claims of, or payments to, the Trustee under or pursuant to Section 607.




Section 1410. Article Fourteen Not to Prevent Defaults or Limit Right to Accelerate.




          The failure to make a payment pursuant to the Securities by reason of any provision in this
Article Fourteen shall not be construed as preventing the occurrence of a Default. Nothing in this
Article Fourteen shall have any effect on the right of the Holders or the

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Trustee to accelerate the
maturity of either the Subordinated Securities or the Securities, as the case may be.




Section 1411. Trust Moneys Not Subordinated.




          Notwithstanding anything contained herein to the contrary, payments from money or the proceeds
of U.S. Government obligations held in trust under Article Thirteen by the Trustee for the payment
of principal of, and premium, if any, and interest on, the Subordinated Securities or the
Securities shall not be subordinated to the prior payment of any Senior Indebtedness or subject to
the restrictions set forth in this Article Fourteen, and none of the Holders thereof shall be
obligated to pay over any such amount to the Company or any holder of Senior Indebtedness of the
Company or any other creditor of the Company.




Section 1412. Trustee Entitled to Rely.




          Upon any payment or distribution pursuant to this Article Fourteen, the Trustee and the
Holders shall be entitled to rely (a) upon any order or decree of a court of competent jurisdiction
in which any proceedings of the nature referred to in Section 1402 are pending, (b) upon a
certificate of the liquidating trustee or agent or other Person making such payment or distribution
to the Trustee or to such Holders or (c) upon the holders of Senior Indebtedness for the purpose of
ascertaining the Persons entitled to participate in such payment or distribution, the holders of
the Senior 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 Article Fourteen. 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 Senior Indebtedness to participate
in any payment or distribution pursuant to this Article Fourteen, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such Person, the extent to which such Person is entitled to participate in
such payment or distribution and other facts pertinent to the rights of such Person under this
Article Fourteen, 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. The
provisions of Sections 601 and 603 shall be applicable to all actions or omissions of actions by
the Trustee pursuant to this Article Fourteen.




Section 1413. Trustee to Effectuate Subordination.




          Each Holder by accepting a Subordinated Security authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the
subordination between the Holders of Subordinated Securities and the holders of Senior Indebtedness as provided in this Article Fourteen and appoints the Trustee as
attorney-in-fact for any and all such purposes.




Section 1414. Trustee Not Fiduciary for Holders of Senior Indebtedness.




          The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness and shall not be liable to any such holders if it shall mistakenly pay over or
distribute to Holders of Subordinated Securities or the Company or any other Person, money or
assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article
Fourteen or otherwise.

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Section 1415. Reliance by Holders of Senior Indebtedness on Subordination Provisions.




          Each Holder by accepting a Subordinated Security acknowledges and agrees that the foregoing
subordination provisions are, and are intended to be, an inducement and a consideration to each
holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before
or after the issuance of the Subordinated Securities, to acquire and continue to hold, or to
continue to hold, such Senior Indebtedness and such holder of Senior Indebtedness shall be deemed
conclusively to have relied on such subordination provisions in acquiring and continuing to hold,
or in continuing to hold, such Senior Indebtedness.




* * * * *




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




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          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and
their respective corporate seals to be hereunto affixed and attested, all as of the day and year
first above written.




	 	 	 	 	 	 	 
	 	 	PARKER-HANNIFIN CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	 
	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 


	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	[           ]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 


	 	 	 	 	 	 






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	STATE OF OHIO

	)	 	 	 	 	 
	 

	)	 SS:	 	 	 	 
	COUNTY OF CUYAHOGA 

	)	 	 	 	 	 






          On the
                     day of
                     , 2002, before me personally came [Thomas A.
Piraino, Jr.], to me known, who, being by me duly sworn, did depose and say that [he/she] is the
[Vice President, General Counsel and Secretary] of Parker-Hannifin Corporation, one of the
corporations described in and which executed the foregoing instrument; that [he/she] knows the seal
of said corporation; that the seal affixed to said instrument is such corporate seal; that it was
so affixed by authority of the Board of Directors of said corporation, and that [he/she] signed
[his/her] name thereby by like authority.



 







	 	 	 	 	 	 	 
	STATE OF OHIO

	)	 	 	 	 	 
	 

	)	 SS:	 	 	 	
	COUNTY OF CUYAHOGA 

	)	 	 	 	 	 






          On the
                     day of
                    , 2002, before me personally came
                    , to me known, who, being by me duly sworn, did depose and say that [s/he] is [
     
] of [       ], one of the corporations described in and
which executed the foregoing instrument; that [s/he] knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that [s/he] signed [her/his] name thereby by like
authority.





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