EX-4.1 INDENTURE



 





Exhibit 4.1










RPM INTERNATIONAL INC.

as Issuer




AND




THE BANK OF NEW YORK

as Trustee




4.45% Senior Notes due 2009










INDENTURE




Dated as of September 30, 2004






















 





CROSS REFERENCE TABLE*




	 	 	 
	TIA Section
	 	Indenture Section
	310 (a)(1)
	 	7.10
	 (a)(2)
	 	7.10
	 (a)(3)
	 	N.A.
	 (a)(4)
	 	N.A.
	 (b)
	 	7.08; 7.10
	 (c)
	 	N.A.
	311 (a)
	 	7.11
	 (b)
	 	7.11
	 (c)
	 	N.A.
	312 (a)
	 	2.08
	 (b)
	 	11.03
	 (c)
	 	11.03
	313 (a)
	 	7.06
	 (b)(1)
	 	N.A.
	 (b)(2)
	 	7.06
	 (c)
	 	11.02
	 (d)
	 	7.06
	314 (a)
	 	4.02; 4.03; 11.02
	 (b)
	 	N.A.
	 (c)(1)
	 	11.04
	 (c)(2)
	 	11.04
	 (c)(3)
	 	N.A.
	 (d)
	 	N.A.
	 (e)
	 	11.05
	 (f)
	 	N.A.
	315 (a)
	 	7.01
	 (b)
	 	7.05; 11.02
	 (c)
	 	7.01
	 (d)
	 	7.01
	 (e)
	 	6.11
	316 (a) (last
sentence)
	 	2.11
	 (a)(1)(A)
	 	6.05
	 (a)(1)(B)
	 	6.04
	 (a)(2)
	 	N.A.
	 (b)
	 	6.07
	317 (a)(1)
	 	6.08
	 (a)(2)
	 	6.09
	 (b)
	 	2.07
	318 (a)
	 	11.01







N.A. means Not Applicable.









	*	 	Note: This Cross Reference Table shall not, for any purpose, be deemed to be
part of the Indenture.



 









 











	 	 	 	 	 	 	 
	ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	 	 
	SECTION 1.01

	 	Definitions
	 	 	1	 
	SECTION 1.02

	 	Other Definitions
	 	 	9	 
	SECTION 1.03

	 	Incorporation by Reference of the TIA
	 	 	10	 
	SECTION 1.04

	 	Rules of Construction
	 	 	10	 
	SECTION 1.05

	 	Acts of Holders
	 	 	10	 
	ARTICLE 2
THE SECURITIES
	 	 	 	 
	SECTION 2.01

	 	Form and Dating
	 	 	11	 
	SECTION 2.02

	 	Global Securities in General
	 	 	12	 
	SECTION 2.03

	 	Book-Entry Provisions
	 	 	12	 
	SECTION 2.04

	 	Certificated Securities
	 	 	13	 
	SECTION 2.05

	 	Execution and Authentication
	 	 	13	 
	SECTION 2.06

	 	Registrar and Paying Agent
	 	 	15	 
	SECTION 2.07

	 	Paying Agent to Hold Money and Securities in Trust
	 	 	15	 
	SECTION 2.08

	 	Holder Lists
	 	 	16	 
	SECTION 2.09

	 	Transfer and Exchange
	 	 	16	 
	SECTION 2.10

	 	Replacement Securities
	 	 	18	 
	SECTION 2.11

	 	Outstanding Securities; Determinations of Holders’ Action
	 	18

	SECTION 2.12

	 	Temporary Securities
	 	 	19	 
	SECTION 2.13

	 	Cancellation
	 	 	19	 
	SECTION 2.14

	 	Persons Deemed Owners
	 	 	20	 
	SECTION 2.15

	 	Transfers of Global Securities
	 	 	20	 
	SECTION 2.16

	 	CUSIP Numbers
	 	 	24	 
	SECTION 2.17

	 	Restrictions on Transfer
	 	 	24	 
	ARTICLE 3
REDEMPTION OF SECURITIES AT THE OPTION OF THE COMPANY
	 	 	 	 
	SECTION 3.01

	 	Right to Redeem
	 	 	24	 
	SECTION 3.02

	 	Notice to Holders
	 	 	25	 
	SECTION 3.03

	 	Selection of Securities to Be Redeemed
	 	 	25	 
	SECTION 3.04

	 	Notice of Redemption
	 	 	25	 
	SECTION 3.05

	 	Effect of Notice of Redemption
	 	 	26	 
	SECTION 3.06

	 	Deposit of Redemption Price
	 	 	26	 
	SECTION 3.07

	 	Securities Redeemed in Part
	 	 	26	 
	SECTION 3.08

	 	Repayment to the Company
	 	 	26	 
	ARTICLE 4
COVENANTS
	 	 	 	 
	SECTION 4.01

	 	Payment of Securities
	 	 	27	 
	SECTION 4.02

	 	SEC and Other Reports
	 	 	27	 







i









 






	 	 	 	 	 	 	 
	SECTION 4.03

	 	Compliance Certificate
	 	 	27	 
	SECTION 4.04

	 	Further Instruments and Acts
	 	 	28	 
	SECTION 4.05

	 	Maintenance of Office or Agency
	 	 	28	 
	SECTION 4.06

	 	Delivery of Certain Information
	 	 	28	 
	SECTION 4.07

	 	Waiver of Compliance
	 	 	28	 
	SECTION 4.08

	 	Notice of Additional Interest
	 	 	29	 
	SECTION 4.09

	 	Limitation on Liens
	 	 	29	 
	SECTION 4.10

	 	Restrictions on Sale-Leaseback Transactions
	 	 	29	 
	SECTION 4.11

	 	Exempted Liens and Sale-Leaseback Transactions
	 	 	29	 
	SECTION 4.12

	 	Continued Existence
	 	 	30	 
	ARTICLE 5
SUCCESSOR CORPORATION
	 	 	 	 
	SECTION 5.01

	 	When Company May Merge or Transfer Assets	 	 	30	 
	ARTICLE 6
DEFAULTS AND REMEDIES
	 	 	 	 
	SECTION 6.01

	 	Events of Default
	 	 	31	 
	SECTION 6.02

	 	Acceleration
	 	 	32	 
	SECTION 6.03

	 	Other Remedies
	 	 	33	 
	SECTION 6.04

	 	Waiver of Past Defaults
	 	 	33	 
	SECTION 6.05

	 	Control by Majority
	 	 	33	 
	SECTION 6.06

	 	Limitation on Suits
	 	 	34	 
	SECTION 6.07

	 	Rights of Holders to Receive Payment
	 	 	34	 
	SECTION 6.08

	 	Collection Suit by Trustee
	 	 	34	 
	SECTION 6.09

	 	Trustee May File Proofs of Claim
	 	 	34	 
	SECTION 6.10

	 	Priorities
	 	 	35	 
	SECTION 6.11

	 	Undertaking for Costs
	 	 	35	 
	SECTION 6.12

	 	Waiver of Stay, Extension or Usury Laws
	 	 	36	 
	ARTICLE 7
TRUSTEE
	 	 	 	 
	SECTION 7.01

	 	Duties of Trustee
	 	 	36	 
	SECTION 7.02

	 	Rights of Trustee
	 	 	37	 
	SECTION 7.03

	 	Individual Rights of Trustee
	 	 	39	 
	SECTION 7.04

	 	Trustee’s Disclaimer
	 	 	39	 
	SECTION 7.05

	 	Notice of Defaults
	 	 	39	 
	SECTION 7.06

	 	Reports by Trustee to Holders
	 	 	39	 
	SECTION 7.07

	 	Compensation and Indemnity
	 	 	40	 
	SECTION 7.08

	 	Replacement of Trustee
	 	 	40	 
	SECTION 7.09

	 	Successor Trustee by Merger
	 	 	41	 
	SECTION 7.10

	 	Eligibility; Disqualification
	 	 	41	 
	SECTION 7.11

	 	Preferential Collection of Claims Against Company
	 	 	41	 







ii









 






	 	 	 	 	 	 	 
	ARTICLE 8
DISCHARGE OF INDENTURE
	 	 	 	 
	SECTION 8.01

	 	Discharge of Liability on Securities
	 	 	41	 
	SECTION 8.02

	 	Repayment to the Company
	 	 	42	 
	ARTICLE 9
AMENDMENTS
	 	 	 	 
	SECTION 9.01

	 	Without Consent of Holders
	 	 	42	 
	SECTION 9.02

	 	With Consent of Holders
	 	 	43	 
	SECTION 9.03

	 	Compliance with TIA
	 	 	43	 
	SECTION 9.04

	 	Revocation and Effect of Consents, Waivers and Actions
	 	 	 43	 
	SECTION 9.05

	 	Notation on or Exchange of Securities
	 	 	44	 
	SECTION 9.06

	 	Trustee to Sign Supplemental Indentures
	 	 	44	 
	SECTION 9.07

	 	Effect of Supplemental Indentures
	 	 	44	 
	ARTICLE 10
PAYMENTS OF INTEREST
	 	 	 	 
	SECTION 10.01

	 	Interest Payments
	 	 	44	 
	SECTION 10.02

	 	Defaulted Interest
	 	 	45	 
	SECTION 10.03

	 	Interest Rights Preserved
	 	 	46	 
	ARTICLE 11
MISCELLANEOUS
	 	 	 	 
	SECTION 11.01

	 	TIA Controls
	 	 	46	 
	SECTION 11.02

	 	Notices
	 	 	46	 
	SECTION 11.03

	 	Communication by Holders with Other Holders
	 	 	47	 
	SECTION 11.04

	 	Certificate and Opinion as to Conditions Precedent
	 	 	47	 
	SECTION 11.05

	 	Statements Required in Certificate or Opinion
	 	 	47	 
	SECTION 11.06

	 	Separability Clause
	 	 	48	 
	SECTION 11.07

	 	Rules by Trustee, Paying Agent and Registrar
	 	 	48	 
	SECTION 11.08

	 	Legal Holidays
	 	 	48	 
	SECTION 11.09

	 	GOVERNING LAW
	 	 	48	 
	SECTION 11.10

	 	No Recourse Against Others
	 	 	48	 
	SECTION 11.11

	 	Successors
	 	 	48	 
	SECTION 11.12

	 	Multiple Originals
	 	 	48	 
	 	 	 	 	 	 	 
	Exhibits
	 	 	 	 	 	 
	Exhibit A

	 	Form of Security	 	 	 	 
	Exhibit B

	 	Transfer Certificate	 	 	 	 








iii









 





               INDENTURE dated as of September 30, 2004 by and among RPM INTERNATIONAL
INC., a Delaware corporation (the “Company”), and The Bank of New York, a New
York banking corporation (the “Trustee”).



RECITALS OF THE COMPANY




               The Company has duly authorized the creation of an issue of 4.45% Senior
Notes due 2009 having the terms, tenor, amount and other provisions hereinafter
set forth, and, to provide therefor, the Company has duly authorized the
execution and delivery of this Indenture.



               All things necessary to make the Securities, when the Securities are duly
executed by the Company and authenticated and delivered hereunder, the valid
obligations of the Company, and to make this Indenture a valid and legally
binding agreement of the Company, in accordance with their and 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 covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Securities, as
follows:



ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE




               SECTION 1.01 Definitions.



               “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 or cause the direction of 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.



               “Applicable Procedures” means, with respect to any transfer or transaction
involving a Global Security or beneficial interest therein, the rules and
procedures of the Depositary for such Security, in each case to the extent
applicable to such transaction and as in effect from time to time.



               “Attributable Indebtedness” means, as to any particular lease at any date
as of which the amount thereof is to be determined, the total net amount of
rent (discounted from the respective due dates thereof at the rate per annum
set forth or implicit in the terms of such lease, compounded semi-annually)
required to be paid by the lessee under such lease during the remaining term
thereof. The net amount of rent required to be paid under any such lease for
any such period shall be the total scheduled amount of the rent payable by the
lessee with respect to such period, but may exclude 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 that is terminable by the
lessee upon the payment of a penalty or other termination payment, such



1









 





amount shall be the amount determined assuming termination upon the first
date such lease may be terminated (in which case the amount shall also include
the amount of the penalty or termination payment, 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).



               “Bankruptcy Law” means Title 11, United States Code, or any similar
federal or state law for the relief of debtors.



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



               “Board Resolution” means a copy of a resolution that is delivered to the
Trustee, 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.



               “Business Day” means any day other than a Saturday, a Sunday or a day on
which banking institutions in The City of New York are authorized or required
by law, regulation or executive order to close.



               “Capital Lease Obligation” means, as to any Person, the obligations of
such Person to pay rent or other amounts under a lease of (or other agreement
conveying the right to use) real and/or personal property to the extent such
obligations are required to be classified and accounted for as a capital lease
on a balance sheet of such Person under GAAP (including Statement of Financial
Accounting Standards No. 13 of the Financial Accounting Standards Board) and,
for purposes of this Indenture and the Securities, the amount of such
obligations shall be the capitalized amount thereof, determined in accordance
with GAAP (including such Statement No. 13).



               “Capital Stock” means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated) in the
equity interests of such Person, including without limitation, (i) with respect
to a corporation, common stock, preferred stock and any other capital stock,
(ii) with respect to a partnership, partnership interests (whether general or
limited), and (iii) with respect to a limited liability company, limited
liability company interests.



               “Certificated Securities” means any of the Securities, held in definitive
form, containing the same terms and provisions as the Global Securities, and
evidencing all or part of a series of Securities authenticated and delivered
pursuant to the terms of this Indenture, but that do not bear the Global
Securities Legend.



               “Commission” means the U.S. Securities and Exchange Commission.



               “Company” means the party named as the “Company” in the preamble to this
Indenture until a successor replaces it pursuant to the applicable provisions
of this Indenture and, thereafter, shall mean such successor. The foregoing
sentence shall likewise apply to any subsequent such successor or successors.



               “Company Order” means a written request or order signed in the name of the
Company by any two Officers.



2









 





               “Comparable Treasury Issue” means the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable
to the remaining term of the Securities that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining
term of such Securities.



               “Comparable Treasury Price” means, with respect to any Redemption Date for
the Securities, (i) average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
on the third Business Day preceding such Redemption Date, as set forth in the
H.15 Daily Update of the Federal Reserve Bank, or (ii) if such release (or any
successor release) is not published or does not contain prices on such Business
Day, the Reference Treasury Dealer Quotations for such Redemption Date.



               “Consolidated Net Worth” means, at any time, the consolidated
stockholders’ equity of the Company and its Subsidiaries calculated on a
consolidated basis as of such time.



               “Corporate Trust Office” means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the date hereof is located at 101 Barclay Street—8W, New York, NY
10286, Attention: Corporate Trust Administration or such other address as the
Trustee may designate from time to time by notice to the Company, or the
principal corporate trust office of any successor Trustee (or such other
address as a successor Trustee may designate from time to time by notice to the
Company).



               “Custodian” means any receiver, trustee, assignee, liquidator, custodian
or similar official under any Bankruptcy Law.



               “Default” means any event which is, or after notice or passage of time or
both would be, an Event of Default.



               “Depositary” means, with respect to any Global Securities, a clearing
agency that is registered as such under the Exchange Act and is designated by
the Company to act as Depositary for such Global Securities (or any successor
securities clearing agency so registered), which shall initially be DTC.



               “Dollar” or “$” means a dollar or other equivalent unit in such coin or
currency of the United States as at the time shall be legal tender for the
payment of public and private debts.



               “DTC” means The Depository Trust Company, a New York corporation.



               “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.



               “Fair Market Value” means, as to any property acquired by the Company or
its Subsidiaries, the market value of such property as determined in good faith
by one or more Officers to whom authority to enter into the applicable
transaction has been delegated by the Board of Directors.



               “Funded Indebtedness” means Indebtedness having a maturity of more than 12
months from the date as of which the amount thereof is to be determined or
having a maturity of



3









 





less than 12 months but by its terms being renewable or extendible beyond
12 months from such date at the option of the obligor.



               “GAAP” means generally accepted accounting principles in the United
States.



               “Global Securities” means any of the Securities that are authenticated and
delivered to the Depositary for the Security, or its nominee, registered in the
name of such Depositary or nominee, and that bear the Global Securities Legend.



               “Global Securities Legend” means the legend labeled as such, as set forth
in the form of Security attached hereto as Exhibit A.



               “Guaranty” by any Person shall mean any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Indebtedness
of any other Person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness (whether arising by virtue of partnership arrangements, by
agreement to keep-well, to purchase assets, goods, securities or services, to
take-or-pay, or to maintain financial statement conditions or otherwise, other
than agreements to purchase goods at arm’s length price in the ordinary course
of business) or (ii) entered into for the purpose of assuring in any other
manner the holder of such Indebtedness of the payment thereof or to protect
such holder against loss in respect thereof (in whole or in part); provided
that the term Guaranty shall not include endorsements for collection or deposit
in the ordinary course of business. The term “guarantee” used as a verb has a
corresponding meaning.



               “H.15 (519)” means the weekly statistical release entitled “H.15 (519)
Selected Interest Rates” or any successor publication published by the Board of
Governors of the Federal Reserve System.



               “H.15 Daily Update” means the daily update of H.15 (519) available through
the worldwide website of the Board of Governors of the Federal Reserve System
or any successor site or publication.



               “Holder” means a person in whose name a Security is registered on the
Registrar’s books.



               “Indebtedness” means, as to any Person (determined without duplication):
(i) indebtedness of such Person for money borrowed (whether by loan or the
issuance and sale of debt securities) or for the deferred purchase or
acquisition price of property or services, other than accounts payable (other
than for borrowed money) incurred in the ordinary course of business; (ii)
obligations of such Person in respect of letters of credit or similar
instruments issued or accepted by banks and other financial institutions for
the account of such Person (whether or not such obligations are contingent);
(iii) Capital Lease Obligations of such Person; (iv) obligations of such Person
to redeem or otherwise retire shares of capital stock of such Person; (v)
indebtedness of others of the type described in clause (i), (ii), (iii) or (iv)
above secured by a Lien on the property of such Person, whether or not the
respective obligation so secured has been assumed by such Person; and (vi)
indebtedness of others of the type described in clause (i), (ii), (iii) or (iv)
above Guaranteed by such Person.



4









 





               “Indenture” means this instrument, as amended or supplemented from time to
time in accordance with the terms hereof, including, if applicable, the
provisions of the TIA that are deemed to be a part hereof.



               “Independent Investment Banker” means Goldman, Sachs & Co., or, if such
firm is unwilling or unable to select the applicable Comparable Treasury Issue,
an independent banking institution of national standing appointed by the
Company.



               “Interest Payment Date” means April 15 and October 15 of each year,
commencing April 15, 2005.



               “Issue Date” of any Security means the date on which the Security was
originally issued or deemed issued as set forth on the face of the Security.



               “Issue Price” of any Security means, in connection with the original
issuance of such Security, the initial issue price at which the Security is
sold as set forth on the face of the Security.



               “Lien” means and includes any mortgage, pledge, lien, security interest,
conditional sale or other title retention agreement or other similar
encumbrance.



               “Make-Whole Amount” means the sum of the present values of the remaining
scheduled payments of principal and interest on the Securities to, but
excluding, the Redemption Date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30 day months) at the applicable Treasury Rate plus 20
basis points. References in this Indenture to “premium”, if any, payable in
respect of the Securities shall refer to any sum payable on the Securities as a
Make-Whole Amount in connection with any redemption of the Securities by the
Company.



               “Non-U.S. Person” means a person who is not a “U.S. person,” as defined in
Regulation S.



               “Officer” means the Chairman of the Board, the Vice Chairman, the Chief
Executive Officer, the President, any Executive Vice President, any Senior Vice
President, any Vice President, the Treasurer or the Secretary or any Assistant
Treasurer or Assistant Secretary of the Company.



               “Officers’ Certificate” means a written certificate signed in the name of
the Company by any two Officers, and delivered to the Trustee. An Officers’
Certificate given pursuant to Section 4.03 hereof shall be signed by the
principal executive, financial or accounting Officer of the Company. Each such
certificate shall comply with Section 314 of the Trust Indenture Act of 1939
and include the statements provided for in Section 11.05 of this Indenture.



               “Opinion of Counsel” means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of, or counsel to,
the Company or the Trustee. Each such opinion shall comply with Section 314 of
the Trust Indenture Act of 1939 and include the statements provided for in
Section 11.05 of this Indenture.



5









 





               “Permitted Liens” means:




     (i) Liens existing on the date of the Purchase Agreement and
securing Indebtedness in an aggregate principal amount not exceeding
$10.0 million; provided that no increase in the amount secured thereby is
permitted;




     (ii) Liens on the property or assets of the Company or any other
property or assets of the Subsidiaries of the Company given to secure the
payment of the purchase price incurred in connection with the
acquisition, lease (including any Capital Lease Obligation) or
construction of property (other than accounts receivable or inventory)
useful and intended to be used in carrying on of the business of the
Company or the businesses of the Subsidiaries of the Company, including
Liens existing on such property at the time of acquisition, lease or
construction thereof or improvements thereon, or Liens incurred within
180 days of such acquisition or the completion of such construction;
provided that (i) the Lien shall attach solely to the property acquired,
purchased, leased, constructed or improved, (ii) at the time of
acquisition or construction of such property, the aggregate amount
remaining unpaid on all Indebtedness secured by Liens on such property,
whether or not assumed by the Company or any Subsidiary of the Company,
shall not exceed an amount equal to the lesser of the total purchase
price or Fair Market Value at the time of acquisition or construction of
such property, and (iii) the aggregate principal amount of all
Indebtedness secured by such Liens shall not exceed the lesser of (y) the
cost of the acquisition, lease or construction, as the case may be or (z)
the Fair Market Value of such property;




     (iii) Liens on property or assets of any Person existing at the time
such Person becomes a Subsidiary of the Company or is merged with or into
or consolidated with the Company or any Subsidiary of the Company or, at
the time of a sale, lease or other disposition of the properties of a
Person as an entirety or substantially as an entirety to the Company or
any Subsidiary of the Company, or arising thereafter pursuant to
contractual commitments entered into prior to and not in contemplation of
such Person becoming a subsidiary and not in contemplation of any such
merger or consolidation or any such sale, lease or other disposition;
provided that such Liens shall not extend to the property or assets of
the Company or any other property or assets of the Subsidiaries of the
Company;




     (iv) Any extension, renewal or replacement (or successive
extensions, renewals or replacements) in whole or in part of any Lien
referred to in the foregoing clauses; provided, however, that the
principal amount of Indebtedness secured thereby shall not exceed the
principal amount of Indebtedness so secured prior to such extension,
renewal or replacement and that such extension, renewal or replacement
Lien shall be limited to all or a part of the assets that secured the
Lien so extended, renewed or replaced (plus improvements and construction
on such real property);




     (v) Other Liens arising in the ordinary conduct of the business of
the Company or the businesses of the Subsidiaries of the Company
(including Liens to secure the performance by the Company or the
Subsidiaries of the Company of bids, tenders or trade contracts for sums
not yet due and payable) which are not incurred in connection



6









 






with the borrowing of money or the obtaining of advances or credit,
or that is incidental to the ownership of properties and assets by the
Company or the Subsidiaries of the Company in the ordinary conduct of the
Company’s business or the businesses of the Subsidiaries of the Company
(including landlords’, carriers’, warehousemen’s, mechanics’,
materialmen’s and other similar Liens for sums not yet due and payable),
or to secure the performance by the Company or the Subsidiaries of the
Company of its or their statutory obligations (including obligations
under workers compensation, unemployment insurance and other social
security legislation), surety or appeal bonds; provided in each case that
such Liens do not, in the aggregate, materially detract from the value of
the property or assets of the Company or the property or assets of the
Subsidiaries of the Company or materially impair the use thereof in the
operation of the business of the Company or the businesses of the
Subsidiaries of the Company;




     (vi) Leases or subleases entered into by the Company or the
Subsidiaries of the Company as either lessors or sublessors, easements,
rights-of-way, restrictions and other similar charges or encumbrances
(including zoning restrictions), in each case, that is incidental to the
ownership of property or assets or the ordinary conduct of the business
of the Company or the businesses of the Subsidiaries of the Company;
provided that such Liens do not, in the aggregate, materially detract
from the value of such property;




     (vii) Liens for taxes, assessments or other governmental charges
which are not yet due and payable as of the date of the Purchase
Agreement; and




     (viii) Liens on receivables, leases, other financial assets, and any
assets related thereto, incurred in connection with a Permitted
Receivables Transaction.



               “Permitted Receivables Transaction” means any transaction or series of
transactions entered into by the Company or any of its Subsidiaries in order to
monetize or otherwise finance a pool (which may be fixed or revolving) of
receivables, leases or other financial assets (including, without limitation,
financing contracts) or other transactions evidenced by receivables purchase
agreements, including, without limitation, factoring agreements and other
similar agreements pursuant to which receivables, leases, other financial
assets, and any assets related thereto, are sold at a discount (in each case
whether now existing or arising in the future), and which may include a grant
of a security interest in any such receivables, leases, other financial assets
(whether now existing or arising in the future) of the Company or any of its
Subsidiaries, and any assets related thereto, including all collateral securing
such receivables, leases, or other financial assets, all contracts and all
guarantees or other obligations in respect thereof, proceeds thereof and other
assets that are customarily transferred, or in respect of which security
interests are customarily granted, in connection with asset securitization
transactions involving receivables, leases, or other financial assets or other
transactions evidenced by receivables purchase agreements, including, without
limitation, factoring agreements and other similar agreements pursuant to which
receivables are sold at a discount.



               “Person” or “person” means any individual, corporation, partnership,
association, joint venture, trust or any other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.



7









 





               “Primary Treasury Dealer” shall have the meaning ascribed to it in the
definition of “Reference Treasury Dealer.”



               “Principal Amount” of a Security means the principal amount of the
Security as set forth on the face of the Security.



               “Principal Property” means, whether owned or leased on the date of this
Indenture or acquired after the date hereof, each manufacturing or processing
plant or facility and office facilities of ours or our Subsidiaries’ located in
the United States.



               “Purchase Agreement” means the Purchase Agreement related to the
Securities, dated September 27, 2004, between the Company and the Initial
Purchasers named therein.



               “Redemption Date” means the date specified for redemption of the
Securities as set forth in the notice from the Company to the Holders of
Securities being redeemed, in accordance with the terms of the Securities and
this Indenture.



               “Reference Treasury Dealer” means each of Goldman, Sachs & Co. and one
other primary U.S. government securities dealer in New York City selected by
Goldman, Sachs & Co., and their respective successors (each, a “Primary
Treasury Dealer”); provided, however, that if any of the foregoing shall cease
to be a Primary Treasury Dealer, the Company shall substitute therefore another
Primary Treasury Dealer.



               “Reference Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer and any Redemption Date for the Securities, an
average, as determined by the Independent Investment Banker, of the bid and
asked prices for the Comparable Treasury Issue for the Securities (expressed in
each case as a percentage of its principal amount) quoted in writing to the
Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third Business Day preceding such Redemption Date.



               “Registration Rights Agreement” shall mean the registration rights
agreement dated the date hereof between the Company and the Initial Purchasers
named therein for the benefit of the holders from time to time of the
Securities.



               “Regular Record Date” means, with respect to the interest payable on any
Interest Payment Date, the close of business on April 1 and October 1 (whether
or not a Business Day), as the case may be, immediately preceding such Interest
Payment Date.



               “Regulation S” means Regulation S under the Securities Act (or any
successor rule having substantially similar provisions), as it may be amended
from time to time.



               “Responsible Officer” means, when used with respect to the Trustee, any
officer within the corporate trust department of the Trustee, including any
vice president, assistant vice president, assistant secretary, assistant
treasurer, trust officer or any other officer of the Trustee who customarily
performs functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of such person’s knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the
administration of this Indenture.



8









 







               “Restricted Security” means a Security that is required to bear the
Restricted Securities Legend.



               “Restricted Securities Legend” means the legend labeled as such and that
is set forth in Exhibit A hereto



               “Rule 144” means Rule 144 under the Securities Act (or any successor rule
having substantially similar provisions), as it may be amended from time to
time.



               “Rule 144A” means Rule 144A under the Securities Act (or any successor
rule having substantially similar provisions), as it may be amended from time
to time.



               “Security,” “Securities” or “Note” means any of the Company’s 4.45% Senior
Notes due 2009, as amended or supplemented from time to time, issued under this
Indenture.



               “Securities Act” means the U.S. Securities Act of 1933, as amended.



               “Stated Maturity”, when used with respect to any Security, means the date
specified in such Security as the fixed date on which an amount equal to the
Principal Amount of such Security is due and payable.



               “Subsidiary” means, with respect to any Person, at any date, (i) any
corporation, limited liability company, partnership or other entity, the
accounts of which would be consolidated with those of such Person in the
Person’s consolidated financial statements if such financial statements were
prepared in accordance with GAAP as of such date and (ii) any corporation,
limited liability company, partnership or other entity of which more than 50%
of the total voting power of the equity interests entitled (without regard to
the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof or any partnership of which more than 50% of the
partnership interests (considering all general and limited partnership
interests as a single class) is, in each case, at the time owned or controlled,
directly or indirectly, by such Person, one or more Subsidiaries of such
person, or a combination thereof.



               “TIA” means the Trust Indenture Act of 1939 as in effect on the date of
this Indenture; provided, however, that in the event the TIA is amended after
such date, TIA means, to the extent required by any such amendment, the TIA as
so amended.



               “Treasury Rate” means, with respect to any Redemption Date for the
Securities, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date.



               “Trustee” means the party named as the “Trustee” in the preamble to
Indenture until a successor replaces it pursuant to the applicable provisions
of this Indenture and, thereafter, shall mean such successor. The foregoing
sentence shall likewise apply to any subsequent such successor or successors.



               SECTION 1.02 Other Definitions.



9









 





	 	 	 	 	 
	Term
	 	Defined in Section

	“Act”
	 	 	1.05	(a)
	“Agent Members”
	 	 	2.03	(b)
	“Clearstream”
	 	 	2.02	 
	“Defaulted Interest”
	 	 	10.02	 
	“Euroclear”
	 	 	2.02	 
	“Event of Default”
	 	 	6.01	 
	“Legal Holiday”
	 	 	11.08	 
	“Notice of Additional Interest”
	 	 	4.08	 
	“Notice of Default”
	 	 	6.01	 
	“Paying Agent”
	 	 	2.06	 
	“Protected Purchaser”
	 	 	2.10	 
	“Redemption Price”
	 	 	3.01	 
	“Registrar”
	 	 	2.06	 
	“Rule 144A Information”
	 	 	4.06	 
	“Special Record Date”
	 	 	10.02	(a)







               SECTION 1.03 Incorporation by Reference of the TIA. Whenever this
Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture. The following TIA term used in
this Indenture has the following meaning: “obligor” on the Securities means the
Company. All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by Commission rule
have the meanings assigned to them by such definitions.



               SECTION 1.04 Rules of Construction. Unless the context otherwise
requires:



               (a) a defined term has the meaning assigned to it;



               (b) an accounting term not otherwise defined has the meaning assigned to
it in accordance with GAAP as in effect from time to time;



               (c) “or” is not exclusive;



               (d) “including” means including, without limitation; and



               (e) words in the singular include the plural, and words in the plural
include the singular.



               SECTION 1.05 Acts of Holders.



               (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given 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



10









 





Trustee and, when 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 Holders signing such
instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent (either of which may be in electronic form)
shall be sufficient for any purpose of this Indenture and conclusive in favor
of the Trustee and the Company, if made in the manner provided in this Section.



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



               (c) The ownership of Securities shall be proved by the register maintained
by the Registrar.



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



               (e) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company
may, at its option, by or pursuant to a resolution of the Board of Directors,
fix in advance a record date for the determination of Holders entitled to give
such request, demand, authorization, direction, notice, consent, waiver or
other Act, but the Company shall have no obligation to do so. If such a record
date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other Act may be given before or after such record date, but only the
Holders of record at the close of business on such record date shall be deemed
to be Holders for the purposes of determining whether Holders of the requisite
proportion of outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or
other Act, and for that purpose the outstanding Securities shall be computed as
of such record date; provided, that no such authorization, agreement or consent
by the Holders on such record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture within six months
after the record date.



ARTICLE 2

THE SECURITIES




               SECTION 2.01 Form and Dating. (a) The Securities and the Trustee’s
certificate of authentication to be borne by such Securities shall be
substantially in the forms annexed hereto as Exhibit A. The terms and
provisions contained in the form of Security shall



11









 





constitute, and are hereby expressly made, a part of this Indenture and,
to the extent applicable, the Company and the Trustee, by their execution and
delivery of this Indenture, expressly agree to such terms and provisions and to
be bound thereby.



               (b) Any of the Securities may have such letters, numbers or other marks of
identification and such notations, legends and endorsements as the officers
executing the same may approve (execution thereof to be conclusive evidence of
such approval) and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto, or with any rule or regulation of any
securities exchange or automated quotation system on which the Securities may
be listed or designated for issuance, or to conform to usage. The Company
shall provide any such notation, legends or endorsements to the Trustee in
writing.



               (c) All Securities shall be dated the date of their authentication.



               SECTION 2.02 Global Securities in General. (a) The Securities are
being offered and sold by the Company to “qualified institutional buyers” (as
defined in Rule 144A) in reliance on Rule 144A, and shall be issued in the form
of one or more permanent Global Securities in definitive, fully registered
form, without interest coupons, with the Global Securities Legend and
Restricted Securities Legend as set forth in Exhibit A hereto.



               (b) Any Global Security shall be deposited on behalf of the purchasers of
the Securities represented thereby with the Trustee at its Corporate Trust
Office, as custodian for the Depositary, and registered in the name of the
Depositary or a nominee of the Depositary for the accounts of participants in
the Depositary (and, in the case of Securities held in accordance with
Regulation S, registered in the name of the Depositary or a nominee of the
Depositary for the accounts of designated agents holding on behalf of the
Euroclear System (“Euroclear”) or Clearstream Banking, société anonyme
(“Clearstream”)), duly executed by the Company and authenticated by the Trustee
as hereinafter provided.



               (c) Each Global Security shall represent such of the outstanding
Securities as shall be specified therein and each shall provide that it shall
represent the aggregate Principal Amount of outstanding Securities from time to
time endorsed thereon. The aggregate Principal Amount of a Global Security may
from time to time be increased or decreased by adjustments made on the records
of the Trustee and the Depositary or its nominee as hereinafter provided. Any
adjustment of the aggregate Principal Amount of a Global Security to reflect
the amount of any increase or decrease in the Principal Amount of outstanding
Securities represented thereby shall be made by the Trustee in accordance with
instructions given by the Holder thereof as required by Section 2.15 hereof and
shall be made on the records of the Trustee and the Depositary



               SECTION 2.03 Book-Entry Provisions. (a) This Section 2.03 shall apply
only to Global Securities deposited with or on behalf of the Depositary. The
Company shall execute and the Trustee shall, in accordance with this Section
2.03 and the written order of the Company pursuant to Section 2.05,
authenticate and deliver initially one or more Global Securities that (i) shall
be registered in the name of Cede & Co. or other nominee of the



12









 





Depositary and (ii) shall be delivered by the Trustee to such Depositary
or pursuant to such Depositary’s instructions or held by the Trustee as
custodian for the Depositary.



               (b) Members of, or participants in, the Depositary (collectively, the
“Agent Members”) shall have no rights under this Indenture with respect to any
Global Security held on their behalf by the Depositary or by the Trustee as the
custodian of the Depositary or under such Global Security, and the Depositary
may be treated by the Company, the Trustee and any agent of the Company or the
Trustee as the absolute owner of such Global Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Depositary or impair, as between the Depositary and its Agent Members, the
operation of customary practices of such Depositary governing the exercise of
the rights of a holder of a beneficial interest in any Global Security.



               (c) The provisions of the “Operating Procedures of the Euroclear System”
and “Terms and Conditions Governing Use of Euroclear” and the “Management
Regulations and Instructions to Participants” of Clearstream shall be
applicable to interests in any Global Securities that are held by participants
through Euroclear or Clearstream. The Trustee shall have no obligation to
notify Holders of any such procedures or to monitor or enforce compliance with
the same.



               (d) Neither the Trustee nor any of its agents shall have any
responsibility for any actions taken or not taken by the Depositary.



               SECTION 2.04 Certificated Securities. Securities not issued as Global
Securities will be issued as Certificated Securities. Except as provided in
this Indenture, owners of beneficial interests in Global Securities will not be
entitled to receive physical delivery of Certificated Securities.



               SECTION 2.05 Execution and Authentication. (a) The Securities shall
be executed on behalf of the Company by any Officer. The signature of the
Officer on the Securities may be manual or facsimile. Securities bearing the
manual or facsimile signatures of an individual who was at the time of the
execution of the Securities the proper Officer of the Company shall bind the
Company, notwithstanding that such individual has ceased to hold such office
prior to the authentication and delivery of such Securities or did not hold
such office at the date of such Securities.



               (b) 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
duly executed by the Trustee by manual signature of an authorized signatory of
the Trustee and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder.



               (c) The Trustee shall initially authenticate and deliver Securities for
original issue in an aggregate Principal Amount of $200,000,000.00 upon a
Company Order without any further action by the Company.



13









 





               (d) The aggregate Principal Amount of Securities that may be authenticated
and delivered under this Indenture is unlimited. At any time and from time to
time after the execution and delivery of this Indenture, the Company may
deliver Securities 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. The Company may execute and the
Trustee may authenticate additional Securities of any series without the
consent of the Holders, subject to the terms and conditions of this Indenture.
Such additional Securities shall have the same terms and conditions in all
respects (or in all respects except for the Issue Price and interest accrued
prior to the Issue Date of such additional Securities) as the Securities
initially issued, so that such additional Securities shall be consolidated and
form a single class of Securities with the other Securities then outstanding.



               (e) If all the Securities of any series are not to be issued at one time
and if the Board Resolution establishing such series of additional Securities
shall so permit, the Company may deliver to the Trustee an Officers’
Certificate setting forth procedures acceptable to the Trustee for the issuance
of the Securities and determining the terms of the Securities, such as interest
rate, Issue Date and date from which interest on such Securities shall accrue.
In authenticating the Securities, and accepting the additional responsibilities
under this Indenture in relation to the Securities, the Trustee shall be
entitled to receive, and (subject to TIA Section 315(a) through 315(d)) shall
be fully protected in relying upon:




     (i) an Opinion of Counsel stating:




	(A)	 	that the form or forms of such
Securities have been established in conformity with the
provisions of this Indenture;
	 
	(B)	 	that the terms of such Securities
have been established in conformity with the provisions
of this Indenture;
	 
	(C)	 	that such Securities, when completed
by appropriate insertions and executed and delivered by
the Company to the Trustee for authentication in
accordance with this Indenture, authenticated and
delivered by the Trustee in accordance with this
Indenture and issued by the Company in the manner and
subject to any conditions specified in such Opinion of
Counsel, will constitute legal, valid and binding
obligations of the Company, enforceable in accordance
with their terms, subject to applicable bankruptcy,
insolvency, reorganization and other similar laws of
general applicability relating to or affecting the
enforcement of creditors’ rights, to general equitable
principles and to such other qualifications as such
counsel shall conclude do not materially affect the
rights of Holders of such Securities and any coupons;
and




14









 






	(D)	 	that all laws and requirements in
respect of the execution and delivery by the Company of
such Securities have been complied with; and






     (ii) an Officers’ Certificate stating, to the best of the knowledge
of the signers of such certificate, that no Event of Default with respect
to any of the outstanding Securities shall have occurred and be
continuing,



which Opinion of Counsel and Officers’ Certificate shall be delivered at or
before the time of issuance of the Security of such series.



               (f) The Securities shall be issued only in registered form without coupons
and only in denominations of $2,000 of Principal Amount and any integral
multiple of $1,000, in fully registered form.



               (g) The Trustee shall have the right to decline to authenticate and
deliver any Securities under this Section if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken or if the
Trustee in good faith shall determine that such action would expose the Trustee
to personal liability to existing Holders.



               SECTION 2.06 Registrar and Paying Agent. (a) The Company shall
maintain an office or agency where Securities may be presented for registration
of transfer or for exchange (“Registrar”) and an office or agency where
Securities may be presented for purchase, redemption or payment (“Paying
Agent”). The Registrar shall keep a register of the Securities and of their
transfer and exchange. The Company may have one or more co-registrars and one
or more additional paying agents. The term Paying Agent includes any
additional paying agent, including any named pursuant to Section 4.05 hereof.



               (b) The Company shall enter into an appropriate agency agreement with any
Registrar or co-registrar or Paying Agent (if other than the Trustee). The
agreement shall implement the provisions of this Indenture that relate to such
agent. The Company shall notify the Trustee in writing of the name and address
of any such agent. If the Company fails to maintain a Registrar or Paying
Agent, the Trustee shall act as such and shall be entitled to appropriate
compensation therefor pursuant to Section 7.07 hereof. The Company or any
Subsidiary or an Affiliate of either of them may act as Paying Agent or
Registrar or co-registrar.



               (c) The Company initially appoints the Trustee as Registrar and Paying
Agent for the Securities. The Company may appoint and change any Paying Agent,
Registrar or co-registrar without notice, other than notice to the Trustee,
except that the Company will maintain at least one Paying Agent in the State of
New York, City of New York, Borough of Manhattan, which shall initially be
Corporate Trust Office of the Trustee.



               SECTION 2.07 Paying Agent to Hold Money and Securities in Trust. Except
as otherwise provided herein, not later than 10:00 a.m., New York City time, on
each due date of payments in respect of any Security, the Company shall deposit
with the Paying Agent a sum of money (in immediately available funds if
deposited on the due date) sufficient to make such payments when so becoming
due. The Company shall require each Paying Agent (other than the Trustee) to
agree in writing that the Paying Agent shall hold in trust for the benefit of



15









 





Holders or the Trustee all money held by the Paying Agent for the making
of payments in respect of the Securities and shall notify the Trustee of any
default by the Company in making any such payment. At any time during the
continuance of any such default, the Paying Agent shall, upon the written
request of the Trustee, forthwith pay to the Trustee all money so held in
trust. If the Company, a Subsidiary or an Affiliate of either of them acts as
Paying Agent, it shall segregate the money held by it as Paying Agent and hold
it as a separate trust fund. The Company at any time may require a Paying
Agent to pay all money held by it to the Trustee and to account for any funds
disbursed by it. Upon doing so, the Paying Agent shall have no further
liability for the money.



               SECTION 2.08 Holder Lists. The Trustee shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the
names and addresses of Holders. If the Trustee is not the Registrar, the
Company shall cause to be furnished to the Trustee at least semi-annually, on
each March 15 and September 15, a listing of Holders dated within 15 days of
the date on which the list is furnished and at such other times as the Trustee
may request in writing a list in such form and as of such date as the Trustee
may reasonably require of the names and addresses of Holders.



               SECTION 2.09 Transfer and Exchange. Subject to Section 2.15 hereof,



               (a) Upon surrender for registration of transfer of any Security, together
with a written instrument of transfer satisfactory to the Registrar duly
executed by the Holder or such Holder’s attorney duly authorized in writing, at
the office or agency of the Company designated as Registrar or co-registrar
pursuant to Section 2.06 hereof, 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 any authorized denomination or
denominations, of a like aggregate Principal Amount. The Company shall not
charge a service charge for any registration of transfer or exchange, but the
Company or the Trustee may require payment of a sum sufficient to pay all
taxes, assessments or other governmental charges that may be imposed in
connection with the registration of transfer or exchange of the Securities from
the Holder requesting such registration of transfer or exchange.



               (b) All Securities issued upon any transfer or exchange of Securities in
accordance with this Indenture 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.



               (c) At the option of the Holder, Certificated Securities may be exchanged
for other Securities of any authorized denomination or denominations, of a like
aggregate Principal Amount, upon surrender of the Securities to be exchanged,
together with a written instrument of transfer satisfactory to the Registrar
duly executed by the Holder or such Holder’s attorney duly authorized in
writing, 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 that the Holder making the exchange is entitled to
receive.



               (d) The Company shall not be required to make, and the Registrar need not
register, transfers or exchanges of Securities selected for redemption (except,
in the case of



16









 





Securities to be redeemed in part, the portion thereof not to be redeemed)
or any Securities for a period of 15 days before the mailing of a notice of
redemption of Securities to be redeemed pursuant to Article 3 of this
Indenture.



               (e) Notwithstanding any provision to the contrary herein, so long as a
Global Security remains outstanding and is held by or on behalf of the
Depositary, transfers of a Global Security, in whole or in part, shall be made
only in accordance with Section 2.15 hereof and this Section 2.09. Transfers
of a Global Security shall be limited to transfers of such Global Security in
whole, or in part, to nominees of the Depositary or to a successor of the
Depositary or such successor’s nominee.



               (f) Successive registrations and registrations of transfers and exchanges
as aforesaid may be made from time to time as desired, and each such
registration shall be noted on the register for the Securities.



               (g) Any Registrar appointed pursuant to Section 2.06 hereof shall provide
to the Trustee such information as the Trustee may reasonably require in
connection with the delivery by such Registrar of Securities upon registration
of transfer or exchange of Securities.



               (h) No Registrar shall be required to make registrations of transfer or
exchange of Securities during any periods designated in the text of the
Securities or in this Indenture as periods during which such registration of
transfers and exchanges need not be made.



               (i) If Securities are issued upon the registration of transfer, exchange
or replacement of Securities subject to restrictions on transfer and bearing
the Restricted Securities Legend, or if a request is made to remove the
Restricted Securities Legend, the Securities so issued shall bear the
Restricted Securities Legend, or the Restricted Securities Legend shall not be
removed, as the case may be, unless there is delivered to the Company and the
Registrar such satisfactory evidence, which shall include an Opinion of
Counsel, as may be reasonably required by the Company and the Registrar, that
neither the Restricted Securities Legend nor the restrictions on transfer set
forth therein are required to ensure transfers thereof comply with the
provisions of Rule 144A, Rule 144 or Regulation S or that such Notes are not
“restricted” within the meaning of Rule 144. Upon (i) provision of such
satisfactory evidence, or (ii) notification by the Company to the Trustee and
Registrar of the sale of such Security pursuant to a registration statement
that is effective at the time of such sale, the Trustee, upon receipt of a
Company Order, shall authenticate and deliver a Security that does not bear the
Restricted Securities Legend. If the Restricted Securities Legend is removed
from the face of a Security and the Security is subsequently held by an
Affiliate of the Company, the Company shall use its best efforts to reinstate
the Restricted Securities Legend.



               (j) The Trustee and the Registrar shall have no obligation or duty to
monitor, determine or inquire as to compliance with any restrictions on
transfer imposed under this Indenture or under applicable law with respect to
any transfer of any interest in any Security (including any transfers between
or among Depositary participants or beneficial owners of interests in any
Global Security) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and
when expressly required by the terms of, this Indenture, and to examine the
same to determine substantial



17









 





compliance as to form with the express requirements hereof. Each Holder
shall indemnify the Trustee and the Registrar against any liability that may
result from the transfer, exchange or assignment of such Holder’s Security in
violation of any provision of this Indenture and/or applicable United States
federal or state securities law.



               Neither the Trustee nor any agent shall have any responsibility for any
actions taken or not taken by the Depositary.



               SECTION 2.10 Replacement Securities. (a) If (i) any mutilated
Security is surrendered to the Trustee, or (ii) the Company and the Trustee
receive evidence to their satisfaction of the destruction, loss or theft of any
Security, and there is delivered to the Company and the Trustee such security
or indemnity satisfactory to them to save each of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security has been
acquired by a protected purchaser within the meaning of Article 8 of the
Uniform Commercial Code (a “Protected Purchaser”), the Company shall execute
and upon receipt of a Company Order, the Trustee shall authenticate and
deliver, in exchange for any such mutilated Security or in lieu of any such
destroyed, lost or stolen Security, a new Security of like tenor and Principal
Amount, bearing a number not contemporaneously outstanding.



               (b) In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, or is about to be redeemed by the
Company pursuant to Article 3 hereof, the Company in its discretion may,
instead of issuing a new Security, pay or purchase such Security, as the case
may be.



               (c) Upon the issuance of any new Securities 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.



               (d) Every new Security issued pursuant to this Section in lieu of any
mutilated, 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 benefits of this Indenture equally and proportionately with
any and all other Securities duly issued hereunder.



               (e) 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 2.11 Outstanding Securities; Determinations of Holders’ Action. (a) Securities outstanding at any time are all the Securities authenticated
by the Trustee, except for those cancelled by it, those paid pursuant to
Section 2.10 or 2.13 hereof and delivered to it for cancellation and those
described in this Section 2.11 as not outstanding. A Security does not cease
to be outstanding because the Company or an Affiliate thereof holds the
Security; provided, however, that in determining whether the Holders of the
requisite Principal Amount of Securities have given or concurred in any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Securities owned by the Company or any other obligor upon the



18









 





Securities or any Affiliate of the Company or such other obligor shall be
disregarded and deemed not to be outstanding, except that, in determining
whether the Trustee shall be protected in conclusively relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities which a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded. Subject to the foregoing, only Securities
outstanding at the time of such determination shall be considered in any such
determination (including, without limitation, determinations pursuant to
Articles 6 and 9).



     (b) If a Security is replaced pursuant to Section 2.10 hereof, the
replaced Security ceases to be outstanding unless the Trustee and the Company
receive proof satisfactory to each of them that the replaced Security is held
by a Protected Purchaser unaware that such Security has been replaced, in which
case the replacement security shall be deemed not to be outstanding.



     (c) If the Paying Agent holds, in accordance with this Indenture, on a
Redemption Date or on Stated Maturity, money or securities, if permitted
hereunder, sufficient to pay Securities payable on that date, then immediately
after such Redemption Date or Stated Maturity, as the case may be, such
Securities shall cease to be outstanding and interest on such Securities shall
cease to accrue; provided, that if such Securities are to be redeemed, notice
of such redemption has been duly given pursuant to this Indenture.



     SECTION 2.12 Temporary Securities. (a) Pending the preparation of
definitive Securities, the Company may execute, and upon a Company Order, the
Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the Officers
executing such Securities may determine, as conclusively evidenced by their
execution of such Securities.



     (b) If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at the office
or agency of the Company designated for such purpose pursuant to Section 2.06,
without charge to the Holder. Upon surrender for cancellation of any one or
more temporary Securities the Company shall execute and upon Company Order the
Trustee shall authenticate and deliver in exchange therefor a like Principal
Amount of definitive Securities of authorized denominations. Until so
exchanged the temporary Securities shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities.



     SECTION 2.13 Cancellation. All Securities surrendered for payment,
redemption or registration of transfer or exchange 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 all
Securities so delivered shall be promptly cancelled by the Trustee. The
Company may not issue new Securities to replace Securities it has paid or
delivered to the Trustee for cancellation. 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



19









 





Securities held by the Trustee shall be disposed of by the Trustee in
accordance with the Trustee’s customary procedures.



     SECTION 2.14 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 in the Security register maintained by the Registrar as the owner
of such Security for the purpose of receiving payment of the Principal Amount
of the Security or the payment of any Redemption Price in respect thereof and
interest (including Additional Interest and Defaulted Interest, if any)
thereon, and for all other purposes whatsoever, whether or not such Security be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.



     SECTION 2.15 Transfers of Global Securities. Notwithstanding any other
provisions of this Indenture or the Securities, (i) transfers of a Global
Security, in whole or in part, shall be made only in accordance with Sections
2.09 and 2.15(a)(i) hereof, (ii) transfer of a beneficial interest in a Global
Security for a Certificated Security shall comply with Sections 2.09 and
2.15(a)(i) hereof, and (iii) transfers of a Certificated Security shall comply
with Sections 2.09 and 2.15(a)(ii) hereof and transfer of a Certificated
Security for a Beneficial Interest in a Global Security shall comply with
Sections 2.09 and 2.15(a)(iii) hereof.



     (a) Transfer of Global Security. A Global Security may not be
transferred, in whole or in part, to any Person other than the Depositary or a
nominee or any successor thereof, and no such transfer to any such other Person
may be registered; provided, that this Section 2.15(a) shall not prohibit any
transfer of a Security that is issued in exchange for a Global Security but is
not itself a Global Security. No transfer of a Security to any Person shall be
effective under this Indenture or the Securities unless and until such Security
has been registered in the name of such Person. Nothing in this Section
2.15(a) shall prohibit or render ineffective any transfer of a beneficial
interest in a Global Security effected in accordance with the other provisions
of this Section 2.15(a).




     (i) Restrictions on Transfer of a Beneficial Interest in a Global
Security for a Certificated Security. A beneficial interest in a Global
Security may not be exchanged for a Certificated Security except upon
satisfaction of the requirements set forth below. Upon receipt by the
Trustee of a request for transfer of a beneficial interest in a Global
Security in accordance with Applicable Procedures for a Certificated
Security in the form satisfactory to the Trustee, together with:




     (A) so long as the Securities are Restricted Securities,
certification, in the form set forth in Exhibit B attached hereto;




     (B) written instructions to the Trustee to make, or direct the
Registrar to make, an adjustment on its books and records with
respect to such Global Security to reflect a decrease in the
aggregate Principal Amount of the Securities represented by the
Global Security, such instructions to contain information regarding
the Depositary account to be credited with such decrease; and



20









 






     (C) if the Company or Registrar so requests, an Opinion of
Counsel or other evidence reasonably satisfactory to them as to the
compliance with the restrictions set forth in the Restricted
Securities Legend,




then the Trustee shall cause, or direct the Registrar to cause, in
accordance with the standing instructions and procedures existing
between the Depositary and the Registrar, the aggregate Principal
Amount of Securities represented by the Global Security to be
decreased by the aggregate Principal Amount of the Certificated
Security to be issued, shall authenticate and deliver such
Certificated Security and shall debit or cause to be debited to
the account of the Person specified in such instructions a
beneficial interest in the Global Security equal to the Principal
Amount of the Certificated Security so issued.




     (ii) Transfer and Exchange of Certificated Securities. When
Certificated Securities are presented to the Registrar with a request:




	(x)	 	to register the transfer of such Certificated Securities;
or
	 
	(y)	 	to exchange such Certificated
Securities for an equal Principal Amount of Certificated
Securities of other authorized denominations,






the Registrar shall register the transfer or make the exchange as
requested if its reasonable requirements for such transaction are
met; provided, however, that the Certificated Securities
surrendered for registration of transfer or exchange:




     (A) shall be duly endorsed or accompanied by a written
instrument of transfer in form reasonably satisfactory to the
Company and the Registrar, duly executed by the Holder thereof or
his attorney duly authorized in writing; and




     (B) so long as such Securities are Restricted Securities, such
Securities are being transferred or exchanged pursuant to an
effective registration statement under the Securities Act or, if
being transferred pursuant to clause (1), (2) or (3) of this
Section 2.15(a)(ii)(B), are accompanied by the additional
information and documents specified in each such clause, as
applicable:




	(1)	 	if such Certificated
Securities are being delivered to the Registrar by
a Holder for registration in the name of such
Holder, without transfer, a certification from
such Holder to that effect; or
	 
	(2)	 	if such Certificated
Securities are being transferred to the Company, a
certification to that effect; or
	 
	(3)	 	if such Certificated
Securities are being transferred pursuant to an
exemption from registration (1) a certification to
that effect (in the form set forth in Exhibit B)
and (2) if the Company or Registrar so requests,
an




21









 






	 	 	Opinion of Counsel or other evidence reasonably
satisfactory to them as to the compliance with
the restrictions set forth in the Restricted
Securities Legend.






     (iii) Restrictions on Transfer of a Certificated Security for a
Beneficial Interest in a Global Security. A Certificated Security may
not be exchanged for a beneficial interest in a Global Security except
upon satisfaction of the requirements set forth below. Upon receipt by
the Trustee of a Certificated Security, duly endorsed or accompanied by
appropriate instruments of transfer, in form satisfactory to the Trustee,
together with:




     (A) so long as the Securities are Restricted Securities,
certification, in the form set forth in Exhibit B attached hereto,
that such Certificated Security is being transferred outside the
United States to Non-U.S. persons in reliance on Regulation S or to
a “qualified institutional buyer” (as defined in Rule 144A) in
accordance with Rule 144A; and




     (B) written instructions directing the Trustee to make, or to
direct the Registrar to make, an adjustment on its books and
records with respect to such Global Security to reflect an increase
in the aggregate Principal Amount of the Securities represented by
the Global Security, such instructions to contain information
regarding the Depositary account to be credited with such increase;
and



then the Trustee shall cancel such Certificated Security and cause, or direct
the Registrar to cause, in accordance with the standing instructions and
procedures existing between the Depositary and the Registrar, the aggregate
Principal Amount of Securities represented by the Global Security to be
increased by the aggregate Principal Amount of the Certificated Security to be
exchanged, and shall credit or cause to be credited to the account of the
Person specified in such instructions a beneficial interest in the Global
Security equal to the Principal Amount of the Certificated Security so
cancelled. If no Global Securities are then outstanding, the Company shall
issue and the Trustee, upon receipt of a Company Order, shall authenticate a
new Global Security in the appropriate Principal Amount.



               (b) Subject to the succeeding paragraph, every Security shall be subject
to the restrictions on transfer provided in the Restricted Securities Legend
including the requirement of the delivery of an Opinion of Counsel, if so
provided. Whenever any Restricted Security is presented or surrendered for
registration of transfer or for exchange for a Security registered in a name
other than that of the Holder, such Security must be accompanied by a
certificate in substantially the form set forth in Exhibit B attached hereto,
dated the date of such surrender and signed by the Holder of such Security, as
to compliance with such restrictions on transfer. The Registrar shall not be
required to accept for such registration of transfer or exchange any Security
not so accompanied by a properly completed certificate.



               (c) The restrictions imposed by the Restricted Securities Legend upon the
transferability of any Security shall cease and terminate when such Security
has been sold pursuant to an effective registration statement under the
Securities Act or transferred in compliance with Rule 144 or, if earlier, upon
the expiration of the holding period applicable to



22









 





sales thereof under paragraph (k) of Rule 144. Any Security as to which
such restrictions on transfer shall have expired in accordance with their terms
or shall have terminated may, upon a surrender of such Security for exchange to
the Registrar in accordance with the provisions of this Section 2.15
(accompanied, in the event that such restrictions on transfer have terminated
by reason of a transfer in compliance with Rule 144, by an Opinion of Counsel
having substantial experience in practice under the Securities Act and
otherwise reasonably acceptable to the Company, addressed to the Company, the
Trustee and the Registrar and in form acceptable to the Company, to the effect
that the transfer of such Security has been made in compliance with Rule 144),
be exchanged for a new Security, of like tenor and aggregate Principal Amount,
which shall not bear the Restricted Securities Legend. The Company shall
inform the Trustee of the effective date of any registration statement
registering the Securities under the Securities Act. The Trustee and the
Registrar shall not be liable for any action taken or omitted to be taken by it
in good faith in accordance with the aforementioned Opinion of Counsel or
registration statement.



               (d) As used in the preceding two paragraphs of this Section 2.15, the term
“transfer” encompasses any sale, pledge, transfer, hypothecation or other
disposition of any Security.



               (e) The provisions of clauses (i), (ii), (iii) and (iv) of this Section
2.15(e) shall apply only to Global Securities:




     (i) Notwithstanding any other provisions of this Indenture or the
Securities, except as provided in Section 2.15(a)(i) hereof, a Global
Security shall not be exchanged in whole or in part for a Security
registered in the name of any Person other than the Depositary or one or
more nominees thereof; provided, that a Global Security may be exchanged
for Securities registered in the names of any person designated by the
Depositary in the event that (A) the Depositary has notified the Company
that it is unwilling or unable to continue as Depositary for such Global
Security or such Depositary has ceased to be a “clearing agency”
registered under the Exchange Act, and a successor Depositary is not
appointed by the Company within 90 days; (B) the Company elects to
discontinue use of the system of book-entry transfer through DTC (or any
successor depositary); or (C) an Event of Default has occurred and is
continuing with respect to the Securities. Any Global Security exchanged
pursuant to clause (A) of this sub-section shall be so exchanged in whole
and not in part, and any Global Security exchanged pursuant to clause (B)
of this sub-section may be exchanged in whole or from time to time in
part as directed by the Depositary. Any Security issued in exchange for
a Global Security or any portion thereof shall be a Global Security;
provided, that any such Security so issued that is registered in the name
of a person other than the Depositary or a nominee thereof shall not be a
Global Security.




     (ii) Securities issued in exchange for a Global Security or any
portion thereof shall be issued in definitive, fully registered form,
without interest coupons, shall have an aggregate Principal Amount equal
to that of such Global Security or portion thereof to be so exchanged,
shall be registered in such names and be in such authorized denominations
as the Depositary shall designate and shall bear the applicable legends
provided for herein. Any Global Security to be exchanged in whole shall
be surrendered by the



23









 






Depositary to the Registrar. With regard to any Global Security to
be exchanged in part, to give effect to any redemption or other
disposition of such part or otherwise, either such Global Security shall
be so surrendered for exchange or, if the Trustee is acting as custodian
for the Depositary or its nominee with respect to such Global Security,
the Principal Amount thereof shall be reduced, by an amount equal to the
portion thereof to be so exchanged, by means of an appropriate adjustment
made on the records of the Trustee. Upon any such surrender or
adjustment, the Trustee shall authenticate and deliver the Security
issuable on such exchange to or upon the order of the Depositary or an
authorized representative thereof.




     (iii) Subject to the provisions of Section 2.03(b), the registered
Holder may grant proxies and otherwise authorize any Person, including
Agent Members (as defined below) and persons that may hold interests
through Agent Members, to take any action which a holder is entitled to
take under this Indenture or the Securities.




     (iv) In the event of the occurrence of any of the events specified
in clause (i) above, the Company will promptly make available to the
Trustee a reasonable supply of Certificated Securities in definitive,
fully registered form, without interest coupons.



               SECTION 2.16 CUSIP Numbers. The Company in issuing the Securities may use
“CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use
“CUSIP” numbers in notices of redemption as a convenience to Holders; provided,
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee in writing of any change in the “CUSIP” numbers.



               SECTION 2.17 Restrictions on Transfer. The Company agrees that it will
refuse to register any transfer of Securities that is not made in accordance
with the provisions of Regulation S under the Securities Act, pursuant to a
registration statement which has been declared effective under the Securities
Act or pursuant to an available exemption from the registration requirements of
the Securities Act; provided that the provisions of this paragraph shall not be
applicable to any Security that does not bear a Restricted Securities Legend.



ARTICLE 3

REDEMPTION OF SECURITIES AT THE OPTION OF THE COMPANY




               SECTION 3.01 Right to Redeem (a) The Company may redeem the
Securities for cash, in whole at any time or in part from time to time, at any
time prior to their Stated Maturity, at the redemption price (the “Redemption
Price”) equal to the greater of:



               (i) 100% of the Principal Amount of the Securities being redeemed;



               (ii) the Make-Whole Amount for the Securities being redeemed,



plus, in each case, accrued and unpaid interest on such Securities to, but
excluding, the Redemption Date. The Company will, however, pay the interest
installment due on any Interest



24









 





Payment Date that occurs on or before a Redemption Date to the Holders as of
the close of business on the Regular Record Date immediately preceding that
Interest Payment Date. Securities may be redeemed in part but only in integral
multiples of $1,000 of the Principal Amount thereof.



               (b) Except as set forth in this Article 3, the Securities are not
redeemable by the Company prior to their Stated Maturity, and the Securities
are not entitled to the benefit of any sinking fund.



               SECTION 3.02 Notice to Holders. The election of the Company to redeem any
Securities shall be evidenced by or shall be undertaken pursuant to a Board
Resolution. The Company shall give written notice of its intent to redeem the
Securities by first-class mail at least 30 days, but no more than 60 days,
prior to the applicable Redemption Date to Holders of Securities to be redeemed
at their addresses as set forth in the register for the Securities maintained
by the Registrar.



               SECTION 3.03 Selection of Securities to Be Redeemed. (a) In the event
that the Company elects to redeem only a portion of the Securities, the
Securities to be redeemed shall be selected in accordance with procedures of
the Depositary, in the case of Global Securities, or by the Trustee by such
method as the Trustee deems to be fair and appropriate, in the case of
Securities held other than in the form of Global Securities, so long as such
method is not prohibited by the rules of any stock exchange on which the
Securities are then listed.



               (b) The Trustee shall make the selection at least 30 days but not more
than 60 days before the Redemption Date from outstanding Securities not
previously called for redemption. Securities and portions of them the Trustee
selects shall be in Principal Amounts of $1,000 or an integral multiple of
$1,000.



               (c) Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption. The
Trustee shall promptly notify the Company in writing of the Securities or
portions of Securities to be redeemed.



               (d) If fewer than all the Securities are to be redeemed, the record date
relating to such redemption shall be selected by the Company and given to the
Trustee, which record date shall not be less than ten days after the date of
notice to the Trustee.



               SECTION 3.04 Notice of Redemption. (a) At least 30 days but not more than
60 days before a Redemption Date, the Company shall mail a notice of redemption
by first-class mail, postage prepaid, to each Holder of Securities to be
redeemed. The notice shall identify the Securities to be redeemed and shall
state:




     (i) the Redemption Date;




     (ii) the Redemption Price, or if then not ascertainable, the manner
of calculation thereof, and accrued and unpaid cash interest, if any,
payable on the Redemption Date;




     (iii) the name and address of the Paying Agent;



25









 






     (iv) that Securities called for redemption must be surrendered to
the Paying Agent to collect the Redemption Price and accrued and unpaid
cash interest, if any;




     (v) if fewer than all the outstanding Securities are to be redeemed,
the certificate number and Principal Amount of the particular Securities
to be redeemed;




     (vi) that, unless the Company defaults in making payment of such
Redemption Price and any cash interest which is due and payable, interest
on the Securities, will cease to accrue on and after the Redemption Date;




     (vii) the CUSIP number of the Securities; and




     (viii) any other information the Company desires, in its own
discretion, to present.



               (b) At the Company’s request, the Trustee shall give the notice of
redemption to Holders in the Company’s name and at the Company’s expense;
provided, that the Company makes such request at least seven Business Days
(unless a shorter period shall be satisfactory to the Trustee) prior to the
date such notice of redemption must be mailed.



               SECTION 3.05 Effect of Notice of Redemption. Once notice of redemption is
given, Securities called for redemption become due and payable on the
Redemption Date and at the Redemption Price, together with accrued and unpaid
interest on such Securities to, but excluding, the Redemption Date. Upon
surrender to the Paying Agent, such Securities shall be paid at the Redemption
Price, together with accrued and unpaid interest on such Securities to, but
excluding, the Redemption Date.



               SECTION 3.06 Deposit of Redemption Price(a) . (a) Prior to 10:00 a.m.,
New York City time, on any Redemption Date, the Company shall deposit with the
Paying Agent (or if the Company or a Subsidiary or an Affiliate of either of
them is the Paying Agent, shall segregate and hold in trust) money sufficient
to pay the Redemption Price of, and any accrued and unpaid interest on such
Securities to, but excluding, the Redemption Date, with respect to, all
Securities to be redeemed on such Redemption Date. The redemption of the
Securities shall be subject to the receipt of such moneys on or prior to 10:00
a.m., New York City time, on the Redemption Date, and any notice of redemption
given by the Company shall be of no effect unless such moneys are received.



               (b) Upon payment of the Redemption Price, on and after the Redemption
Date, interest will cease to accrue on the Securities or portions thereof
called for redemption.



               SECTION 3.07 Securities Redeemed in Part. Upon surrender of a Security
that is redeemed in part, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder a new Security in an authorized
denomination equal in Principal Amount to the unredeemed portion of the
Security surrendered.



               SECTION 3.08 Repayment to the Company. The Trustee and the Paying Agent
shall promptly return to the Company any cash that remain unclaimed as provided
in Section 8.02 hereof, together with interest or dividends, if any, thereon
(subject to the provisions




26










 




of Section 7.01(f) hereof) held by them for the payment of the Redemption
Price, together with any accrued and unpaid interest on such Securities;
provided, however, that to the extent that the aggregate amount of cash
deposited by the Company pursuant to Section 3.06 hereof exceeds the aggregate
Redemption Price and any accrued and unpaid interest on such Securities to, but
excluding, the Redemption Date payable in respect of Securities to be redeemed,
then promptly after the second Business Day following the Redemption Date, the
Trustee shall return any such excess to the Company together with interest or
dividends, if any, thereon (subject to the provisions of Section 7.01(f)
hereof). If such money is then held by the Company in trust and is not
required for such purpose it shall be discharged from such trust.




ARTICLE 4

COVENANTS




          SECTION 4.01 Payment of Securities. (a) The Company shall promptly
make all payments in respect of the Securities on the dates and in the manner
provided in the Securities or pursuant to this Indenture. Any amounts to be
given to the Trustee or Paying Agent, shall be deposited with the Trustee or
Paying Agent by 10:00 a.m., New York City time, by the Company. The Principal
Amount of, the Redemption Price (if any) for and interest (including Additional
Interest and Defaulted Interest, if any) on the Securities shall be considered
paid on the applicable date due if on such date the Trustee or the Paying Agent
holds, in accordance with this Indenture, money sufficient to pay all such
amounts then due.



          (b) The Company shall, to the extent permitted by law, pay cash interest
on overdue amounts at the rate per annum set forth in the Securities,
compounded semi-annually, which interest shall accrue from the date such
overdue amount was originally due to the date payment of such amount, including
interest thereon, has been made or duly provided for. All such interest shall
be payable on demand.



          SECTION 4.02 SEC and Other Reports. The Company shall deliver to the
Trustee, within 15 days after it files such annual and quarterly reports,
information, documents and other reports with the Commission, copies of its
annual report and of the information, documents and other reports (or copies of
such portions of any of the foregoing as the Commission may by rules and
regulations prescribe) which the Company is required to file with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act. The Company
also shall comply with the provisions of TIA Section 314(a). Delivery of such
reports, information and documents to the Trustee is for informational purposes
only and the Trustee’s receipt of the same shall not constitute constructive
notice of any information contained therein or determinable from information
contained therein, including the Company’s compliance with any of its covenants
hereunder (as to which the Trustee is entitled to rely exclusively on Officers’
Certificates).



          SECTION 4.03 Compliance Certificate. The Company shall deliver to the
Trustee within 120 days after the end of each fiscal year of the Company
(beginning with the fiscal year ending on May 31, 2004) 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



27









 







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



          SECTION 4.05 Maintenance of Office or Agency. (a) The Company will
maintain in the Borough of Manhattan, The City of New York, an office or agency
of the Trustee, Registrar and Paying Agent where Securities may be presented or
surrendered for payment, where Securities may be surrendered for registration
of transfer, exchange, purchase or redemption and where notices and demands to
or upon the Company in respect of the Securities and this Indenture may be
served. The office of the Trustee, located at 101 Barclay Street—8W, New York,
NY 10286 (Attention: Corporate Trust Administration), shall initially be such
office or agency for all of the aforesaid purposes. The Company shall give
prompt written notice to the Trustee of the location, and of any change in the
location, of any such office or agency (other than a change in the location of
the office of the Trustee). 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 address of the Trustee set forth in Section 11.02 hereof.



          (b) The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, The City of New York, for such purposes.



          SECTION 4.06 Delivery of Certain Information. At any time when the
Company is not subject to Section 13 or 15(d) of the Exchange Act, upon the
request of a Holder or any beneficial holder of Securities, the Company will
promptly furnish or cause to be furnished Rule 144A Information (as defined
below) to such Holder or any beneficial holder of Securities, or to a
prospective purchaser of any such security designated by any such holder, as
the case may be, to the extent required to permit compliance by such Holder or
holder with Rule 144A under the Securities Act in connection with the resale of
any such security. “Rule 144A Information” shall be such information as is
specified pursuant to Rule 144A(d)(4) under the Securities Act.



          SECTION 4.07 Waiver of Compliance. The Company may omit in any particular
instance to comply with any covenant or condition set forth in Sections 4.02 to
4.06, inclusive, if before the time for such compliance the Holders of a
majority in aggregate Principal Amount of the Securities at the time
outstanding shall notify the Company that they elect to either waive such
compliance in such instance, or generally waive compliance with such covenant
or condition, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver
shall become effective, the obligations of the Company and the duties of the
Trustee in respect of any such covenant or condition shall remain in full force
and effect.



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          SECTION 4.08 Notice of Additional Interest. In the event that the Company
is required to pay any Additional Interest (as such term is defined in the
Registration Rights Agreement) to holders of Securities pursuant to the
Registration Rights Agreement, the Company will provide written notice (“Notice
of Additional Interest”) to the Trustee of its obligation to pay such
Additional Interest no later than the Regular Record Date immediately preceding
the relevant the Interest Payment Date on which such Additional Interest is
payable, in accordance with the Registration Rights Agreement, and the Notice
of Additional Interest shall set forth the amount of any Additional Interest to
be paid by the Company on such payment date.



          SECTION 4.09 Limitation on Liens. The Company covenants and agrees for
the benefit of the Holders that for so long as any Securities are outstanding,
the Company will not, and will not permit any of its Subsidiaries to, create,
assume, incur or suffer to exist any Lien upon any Principal Property or upon
any shares of Capital Stock or Indebtedness of any Subsidiary owning or leasing
any Principal Property, whether owned or leased on the date of this Indenture
or thereafter acquired, other than Permitted Liens or as permitted under
Section 4.11 below, to secure any Indebtedness incurred or guaranteed by the
Company or any Subsidiary, without in any such case making effective provision
whereby all of the Securities then outstanding (together with, if the Company
so determines, any other Indebtedness or guarantee thereof by the Company
ranking equally with the Securities) shall be secured equally and ratably with,
or prior to, such Indebtedness so long as such Indebtedness shall be so
secured.



          SECTION 4.10 Restrictions on Sale-Leaseback Transactions. Except as
permitted under Section 4.11 below, the Company will not, and it will not
permit any of its Subsidiaries to, engage in the sale or transfer by the
Company or any of its Subsidiaries of any Principal Property to a person (other
than a Subsidiary of the Company or the Company) and the taking back by the
Company or any of its Subsidiaries, as the case may be, of a lease of such
Principal Property, unless:




     (i) such sale-leaseback transaction involves a lease for a period,
including renewals, of not more than three years; or




     (ii) the Company or its Subsidiary, within a one-year period after
such sale-leaseback transaction, applies or causes to be applied an
amount not less than the net proceeds from such sale-leaseback
transaction to the prepayment, repayment, redemption, reduction or
retirement (other than pursuant to any mandatory sinking fund, redemption
or prepayment provision) of Funded Indebtedness.



          SECTION 4.11 Exempted Liens and Sale-Leaseback Transactions.
Notwithstanding the foregoing restrictions on Liens and sale-leaseback
transactions, and in addition to Permitted Liens otherwise permitted hereunder,
the Company may, and may permit any Subsidiary to, create, assume, incur, or
suffer to exist any Lien upon any Principal Property, or upon any shares of
Capital Stock or Indebtedness of any of its Subsidiaries owning or leasing any
Principal Property, to secure Indebtedness incurred or guaranteed by the
Company or any of its Subsidiaries or effect any sale-leaseback transaction of
a Principal Property that is not excepted by Section 4.10 above without equally
and ratably securing the Securities; provided that, after giving effect
thereto, the aggregate principal amount of outstanding Indebtedness secured by
Liens other than Permitted Liens upon Principal Property and/or upon such
shares of



29









 







Capital Stock or Indebtedness of any Subsidiary owning or leasing any
Principal Property, plus the Attributable Indebtedness from sale-leaseback
transactions of Principal Property not so excepted, do not exceed 15% of the
Consolidated Net Worth as of the date of determination.



          SECTION 4.12 Continued Existence. Subject to Article 5, the Company shall
do or cause to be done all things necessary to preserve and keep in full force
and effect its corporate existence.



ARTICLE 5

SUCCESSOR CORPORATION




          SECTION 5.01 When Company May Merge or Transfer Assets. (a) The
Company shall not consolidate with or merge with or into any other person or
transfer, lease or convey all or substantially all of its properties and assets
to any person, nor will the Company permit any of its Subsidiaries to enter
into any such transaction or series of transactions if such transaction or
series of transactions, in the aggregate, would result in a sale, assignment,
transfer, lease or other disposition of all or substantially all of the
properties and assets of the Company and its Subsidiaries on a consolidated
basis to any other person or persons, unless:




     (i) either (A) the Company or such Subsidiary shall be the surviving
corporation or (B) the person (if other than the Company or such
Subsidiary) formed by such consolidation or into which the Company or
such Subsidiary is merged or the person which acquires by conveyance,
transfer or lease the properties and assets of the Company or such
Subsidiary substantially as an entirety (1) shall be a corporation,
partnership or trust organized and validly existing under the laws of the
United States or any state thereof or the District of Columbia and (2)
shall expressly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form reasonably satisfactory to the Trustee,
all of the obligations of the Company under the Securities and this
Indenture;




     (ii) immediately after giving effect to such transaction, no Default
or Event of Default shall have occurred and be continuing; and




     (iii) the Company shall have 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 5 and that all
conditions precedent herein provided for relating to such transaction
have been satisfied.



          (b) For purposes of the foregoing, the transfer (by lease, assignment,
sale or otherwise) of the properties and assets of one or more of the Company’s
Subsidiaries (other than to the Company or another Subsidiary), which, if such
assets were owned by the Company, would constitute all or substantially all of
the properties and assets of the Company, shall be deemed to be the transfer of
all or substantially all of the properties and assets of the Company.



          (c) The successor person formed by such consolidation or into which the
Company or the applicable Subsidiary is merged, or the successor person to
which such conveyance, transfer or lease is made, shall succeed to, and be
substituted for, and may exercise



30









 







every right and power of, the Company under this Indenture with the same
effect as if such successor had been named as the Company herein; and
thereafter, the Company shall be discharged from all obligations and covenants
under this Indenture and the Securities. Subject to Section 9.06 hereof, the
Company, the Trustee and the successor person shall enter into a supplemental
indenture to evidence the succession and substitution of such successor person
and such discharge and release of the Company.



ARTICLE 6

DEFAULTS AND REMEDIES




          SECTION 6.01 Events of Default. An “Event of Default” occurs if:



          (a) the Company defaults in the payment of the Principal Amount of or
premium on any Security when the same becomes due and payable at its Stated
Maturity, upon redemption, upon declaration or otherwise;



          (b) the Company defaults in payment of any interest (including Additional
Interest and Defaulted Interest, if any) when the same becomes due and payable,
which default continues for 30 days or more;



          (c) the Company fails to comply with any of its agreements in the Security
or this Indenture (other than those referred to in clauses (a) and (b) above)
and such failure continues for at least 60 days after receipt by the Company of
a Notice of Default;



          (d) (i) the Company or any Subsidiary defaults in the scheduled payment of
principal of any Indebtedness (after giving effect to any applicable grace
period) and the aggregate principal amount of such payment defaults at such
time exceeds $50,000,000, or (ii) the Company or any Subsidiary defaults under
any Indebtedness, whether such Indebtedness now exists or is created later,
which default results in such Indebtedness being accelerated or declared due
and payable, and the aggregate principal amount of all Indebtedness so
accelerated or so declared due and payable, exceeds $50,000,000, and such
acceleration or declaration has not been rescinded or annulled within a period
of 10 days after receipt by the Company of a Notice of Default from the Trustee
or the Holders specified below; provided, however, that if any such default
specified in (i) or (ii) shall be cured, waived, rescinded or annulled, then
the Event of Default by reason thereof shall be deemed not to have occurred;



          (e) any final judgment or order for the payment of money in excess of
$50,000,000, either individually or in the aggregate (net of any amounts to the
extent that they are covered by insurance), shall have been rendered against
the Company or any of its Subsidiaries and which shall not have been paid or
discharged, and there shall be any period of 60 consecutive days following the
entry of the final judgment or order that causes the aggregate amount for all
such final judgments or orders outstanding and not paid or discharged against
the Company or any of its Subsidiaries to exceed $50,000,000 during which a
stay of enforcement of such final judgment or order, by reason of a pending
appeal or otherwise, shall not be in effect;



          (f) the Company pursuant to or under or within the meaning of any
Bankruptcy Law:



31









 






	(i)	 	commences a voluntary case or proceeding;
	 
	(ii)	 	consents to the entry of an order for relief
against it in an involuntary case or proceeding or the
commencement of any case against it;
	 
	(iii)	 	consents to the appointment of a Custodian of it
or for any substantial part of its property;
	 
	(iv)	 	makes a general assignment for the benefit of its
creditors;
	 
	(v)	 	files a petition in bankruptcy or answer or
consent seeking reorganization or relief; or
	 
	(vi)	 	consents to the filing of such petition or the
appointment of or taking possession by a Custodian; or





          (g) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that:




	(i)	 	is for relief against the Company in an
involuntary case or proceeding, or adjudicates the Company
insolvent or bankrupt;
	 
	(ii)	 	appoints a Custodian of the Company or for any
substantial part of its property; or
	 
	(iii)	 	orders the winding up or liquidation of the
Company;
	 
	                 and such order or decree remains unstayed and in effect for 60 days.





          A Default under clause (c) or (d)(ii) above is not an Event of Default
until the Trustee notifies the Company, or the Holders of at least 25% in
aggregate Principal Amount of the Securities at the time outstanding notify the
Company and the Trustee, of the Default and the Company does not cure such
Default (and such Default is not waived) within the time specified in clause
(c) or (d)(ii) above after actual receipt of such notice. Any such notice must
specify the Default, demand that it be remedied and state that such notice is a
“Notice of Default.”



          The Company shall deliver to the Trustee, within 20 Business Days after it
becomes aware of the occurrence of any event which with the giving of notice or
the lapse of time, or both, would become an Event of Default under clause (c),
(d) or (e) above, an Officers’ Certificate setting forth the details of such
occurrence, its status and what action the Company is taking or proposes to
take with respect thereto.



          SECTION 6.02 Acceleration. If an Event of Default (other than an Event of
Default specified in Section 6.01(f) or (g) in respect of the Company) occurs
and is continuing, the Trustee by written Notice to the Company, or the Holders
of at least 25% in aggregate Principal Amount of the Securities at the time
outstanding by notice to the Company and the Trustee, may declare the Principal
Amount of the Securities and any accrued and unpaid interest (including
Additional Interest and Defaulted Interest, if any) and premium, if any,



32









 







through the date of declaration on all the Securities to be immediately
due and payable. Upon such a declaration, such Principal Amount and such
accrued and unpaid interest (including Additional Interest and Defaulted
Interest, if any) and premium, if any, shall be due and payable immediately.
If an Event of Default specified in Section 6.01(f) or (g) occurs in respect of
the Company and is continuing, the Principal Amount of the Securities and any
accrued and unpaid interest on all the Securities (including Additional
Interest and Defaulted Interest, if any) and premium, if any, shall become and
be immediately due and payable without any declaration or other act on the part
of the Trustee or any Holders. The Holders of a majority in aggregate
Principal Amount of the Securities at the time outstanding, by notice to the
Trustee (and without notice to any other Holder) may rescind an acceleration
and its consequences if the rescission would not conflict with any judgment or
decree and if all existing Events of Default have been cured or waived, other
than the non-payment of the Principal Amount of the Securities and any accrued
and unpaid interest that have become due solely as a result of acceleration,
and if all amounts due to the Trustee under Section 7.07 hereof have been paid.
No such rescission shall affect any subsequent Default or impair any right
consequent thereto.



          SECTION 6.03 Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of the Principal Amount and any accrued and unpaid interest on the Securities
or to enforce the performance of any provision of the Securities or this
Indenture. The Trustee may maintain a proceeding even if the Trustee does not
possess any of the Securities or does not produce any of the Securities in the
proceeding. A delay or omission by the Trustee or any Holder in exercising any
right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of, or acquiescence in, the Event of Default.
Except as set forth in Section 2.10 hereof, no remedy is exclusive of any other
remedy. All available remedies are cumulative.



          SECTION 6.04 Waiver of Past Defaults. (a) Subject to Section 6.02,
the Holders of a majority in aggregate Principal Amount of the Securities at
the time outstanding, by notice to the Trustee (and without notice to any other
Holder), may waive an existing Default and its consequences except:




     (i) an Event of Default described in Section 6.01(a) or (b); or




     (ii) a Default in respect of a provision that under Section 9.02
cannot be amended without the consent of each Holder affected.



          (b) When a Default is waived, it is deemed cured, but no such waiver shall
extend to any subsequent or other Default or impair any consequent right. This
Section 6.04 shall be in lieu of Section 316(a)1(B) of the TIA and such Section
316(a)1(B) is hereby expressly excluded from this Indenture, as permitted by
the TIA.



          SECTION 6.05 Control by Majority. The Holders of a majority in aggregate
Principal Amount of the Securities at the time outstanding may direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or of exercising any trust or power conferred on the Trustee. However,
the Trustee may refuse to follow any direction that conflicts with law or this
Indenture or that the Trustee determines in good faith is unduly prejudicial to
the rights of other Holders or would involve the Trustee in personal liability



33









 







unless the Trustee is offered indemnity satisfactory to it. This Section
6.05 shall be in lieu of Section 316(a)1(A) of the TIA and such Section
316(a)1(A) is hereby expressly excluded from this Indenture, as permitted by
the TIA.



          SECTION 6.06 Limitation on Suits. A Holder may not pursue any remedy with
respect to this Indenture or the Securities unless:




	(a)	 	the Holder gives to the Trustee written notice
stating that an Event of Default is continuing;
	 
	(b)	 	the Holders of at least 25% in aggregate
Principal Amount of the Securities at the time outstanding
make a written request to the Trustee to pursue the remedy;
	 
	(c)	 	such Holder or Holders offer to the Trustee
security or indemnity satisfactory to the Trustee against any
loss, costs, liability or expense;
	 
	(d)	 	the Trustee does not comply with the request
within 60 days after receipt of such notice, request and offer
of security or indemnity; and
	 
	(e)	 	the Holders of a majority in aggregate Principal
Amount of the Securities at the time outstanding do not give
the Trustee a direction inconsistent with the request during
such 60-day period.





          A Holder may not use this Indenture to prejudice the rights of any other
Holder or to obtain a preference or priority over any other Holder (it being
understood that the Trustee does not have an affirmative duty to ascertain
whether or not such actions or forbearances are unduly prejudicial to such
Holders).



          SECTION 6.07 Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture, the right of any Holder to receive payment
of the Principal Amount of and interest (including Additional Interest or
Defaulted Interest) and premium, if any, in respect of the Securities held by
such Holder, on or after the respective due dates expressed in the Securities
or on any Redemption Date, if applicable, or to bring suit for the enforcement
of any such payment on or after such respective dates, shall not be impaired or
affected adversely without the consent of such Holder.



          SECTION 6.08 Collection Suit by Trustee. If an Event of Default described
in Section 6.01(a) or (b) hereof occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount owing with respect to the Securities and the
amounts provided for in Section 7.07 hereof.



          SECTION 6.09 Trustee May File Proofs of Claim. (a) In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the Principal Amount, interest (including
Additional Interest and Defaulted Interest, if any) or Redemption Price shall
then be due and



34









 







payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of any such amount) shall be entitled and empowered, by
intervention in such proceeding or otherwise:




     (i) to file and prove a claim for the whole amount of the Principal
Amount, interest (including Additional Interest and Defaulted Interest,
if any) or Redemption Price, as the case may be, and to file such other
papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel or any other amounts due the Trustee under Section
7.07 hereof) and of the Holders allowed in such judicial proceeding; and




     (ii) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same,


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
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
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 7.07 hereof.




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



          SECTION 6.10 Priorities. If the Trustee collects any money pursuant to
this Article 6, it shall pay out the money in the following order:




	 	 	FIRST: to the Trustee for amounts due under Section 7.07 hereof;
	 
	 	 	SECOND: to Holders for amounts due and unpaid on the Securities
for the Principal Amount, interest (including Additional Interest
and Defaulted Interest, if any) and the Redemption Price, as the
case may be, ratably, without preference or priority of any kind,
according to such amounts due and payable on the Securities; and
	 
	 	 	THIRD: the balance, if any, to the Company.





          The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 6.10. At least 15 days before such record
date, the Trustee shall mail to each Holder and the Company a notice that
states the record date, the payment date and the amount to be paid.



          SECTION 6.11 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 or



35









 







omitted by it as Trustee, a court in its discretion may require the filing
by any party litigant (other than the Trustee) in the suit of an undertaking to
pay the costs of the suit, and the court in its discretion may assess
reasonable costs, including reasonable attorneys’ fees and expenses, against
any party litigant in the suit, having due regard to the merits and good faith
of the claims or defenses made by the party litigant. This Section 6.11 does
not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07
or a suit by Holders of more than 10% in aggregate Principal Amount of the
Securities at the time outstanding. This Section 6.11 shall be in lieu of
Section 315(e) of the TIA and such Section 315(e) is hereby expressly excluded
from this Indenture, as permitted by the TIA.



          SECTION 6.12 Waiver of Stay, Extension or Usury 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 stay or extension law or any usury or other law
wherever enacted, now or at any time hereafter in force, which would prohibit
or forgive the Company from paying all or any portion of the Principal Amount,
interest (including Additional Interest and Defaulted Interest, if any) or the
Redemption Price, as contemplated herein, or 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 7

TRUSTEE




          SECTION 7.01 Duties of Trustee.



          (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise the rights and powers vested in it by this Indenture and use the
same degree of care and skill in its exercise as a prudent person would
exercise or use under the circumstances in the conduct of such person’s own
affairs.



          (b) Except during the continuance of an Event of Default:




     (i) the Trustee need perform only those duties that are specifically
set forth in this Indenture and no implied covenants or obligations shall
be read into this Indenture against the Trustee; and




     (ii) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this
Indenture, but in case of any such certificates or opinions which by any
provision hereof are specifically required to be furnished to the
Trustee, the Trustee shall examine the certificates and opinions to
determine whether or not they conform to the requirements of this
Indenture, but need not confirm or investigate the accuracy of
mathematical calculations or other facts stated therein.



36









 





     This Section 7.01(b) shall be in lieu of Section 315(a) of the TIA and
such Section 315(a) is hereby expressly excluded from this Indenture, as
permitted by the TIA.



          (c) The Trustee may not be relieved from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct, except
that:




     (i) this paragraph (c) does not limit the effect of paragraph (b) of
this Section 7.01;




     (ii) the Trustee shall not be liable for any error of judgment made
in good faith by a Responsible Officer unless it is proved that the
Trustee was negligent in ascertaining the pertinent facts; and




     (iii) the Trustee shall not be liable with respect to any action it
takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.05 hereof, or exercising any trust
or power conferred upon the Trustee under this Indenture with respect to
the Securities.


Subparagraphs (c)(i), (ii) and (iii) of this Section 7.01 shall be in lieu of
Sections 315(d)(1), 315(d)(2) and 315(d)(3) of the TIA and such Sections
315(d)(1), 315(d)(2) and 315(d)(3) are hereby expressly excluded from this
Indenture, as permitted by the TIA.




          (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section 7.01.



          (e) No provision of the Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any liability of any kind in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.



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



          (g) 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 7.02 Rights of Trustee. Subject to its duties and
responsibilities under the provisions of Section 7.01 hereof, and, except as
expressly excluded from this Indenture pursuant to said Section 7.01 hereof,
subject also to its duties and responsibilities under the TIA:



          (a) the Trustee may conclusively 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



37









 





or other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties;



          (b) 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, conclusively rely upon an Officers’ Certificate;



          (c) 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;



          (d) the Trustee shall not be liable for any action taken, suffered or
omitted to be taken by it in good faith which it believes to be authorized or
within its rights or powers conferred under this Indenture;



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



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



          (g) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Order and any resolution of the Board of
Directors may be sufficiently evidenced by a resolution of the Board of
Directors;



          (h) 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
at the sole cost of the Company and shall incur no liability or additional
liability of any kind by reason of such inquiry or investigation;



          (i) in no event shall the Trustee be responsible or liable for special,
indirect or consequential loss or damage of any kind whatsoever (including, but
not limited to, loss of profit) irrespective o whether the Trustee has been
advised of the likelihood of such loss or damage and regardless of the form of
action;



38









 





          (j) the Trustee shall not be deemed to have notice of any Default or Event
of Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default
is received by a Responsible Officer of the Trustee at the Corporate Trust
Office, and such notice references the Securities and this Indenture;



          (k) the rights, privileges, protections, immunities and benefits given to
the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and to each agent, custodian and other Person employed to act
hereunder;



          (l) the Trustee may request that the Company deliver a certificate setting
forth the names of individuals and/or titles of officers authorized at such
time to take specified actions pursuant to this Indenture; and



          (m) the permissive rights of the Trustee to do things enumerated in this
Indenture shall not be construed as duties.



          SECTION 7.03 Individual Rights of Trustee. The Trustee in its individual
or any other capacity may become the owner or pledgee of Securities and may
otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee. Any Paying Agent, Registrar or co-registrar may
do the same with like rights. However, the Trustee must comply with Sections
7.10 and 7.11 hereof.



          SECTION 7.04 Trustee’s Disclaimer. The Trustee makes no representation as
to the validity or adequacy of this Indenture or the Securities, it shall not
be accountable for the Company’s use or application of the proceeds from the
Securities, it shall not be responsible for any statement in the registration
statement for the Securities under the Securities Act or in the Indenture or
the Securities (other than its certificate of authentication), or the
determination as to which beneficial owners are entitled to receive any notices
hereunder.



          SECTION 7.05 Notice of Defaults. If a Default occurs and if it is known
to a Responsible Officer of the Trustee, the Trustee shall give to each Holder
notice of the Default within 90 days after such Responsible Officer obtains
knowledge of such Default unless such Default shall have been cured or waived
before the giving of such notice. Except in the case of a Default described in
Section 6.01(a) or (b) hereof, the Trustee may withhold the notice if and so
long as a Responsible Officer in good faith determines that withholding the
notice is in the interests of Holders. The second sentence of this Section
7.05 shall be in lieu of the proviso to Section 315(b) of the TIA and such
proviso is hereby expressly excluded from this Indenture, as permitted by the
TIA. The Trustee shall not be deemed to have knowledge of a Default unless a
Responsible Officer of the Trustee has received written notice of such Default.



          SECTION 7.06 Reports by Trustee to Holders. Within 60 days after each May
15 beginning with the May 15 following the date of this Indenture, the Trustee
shall mail to each Holder a brief report dated as of such May 15 that complies
with TIA Section 313(a), if required by such Section 313(a). The Trustee also
shall comply with TIA Section 313(b). A copy of each report at the time of its
mailing to Holders shall be filed with the Commission and



39









 







with each securities exchange, if any, on which the Securities are listed.
The Company agrees to promptly notify the Trustee in writing whenever the
Securities become listed on any securities exchange and of any delisting
thereof.



          SECTION 7.07 Compensation and Indemnity. The Company agrees:



          (a) to pay to the Trustee from time to time such compensation as the
Company and the Trustee shall from time to time agree in writing for all
services rendered by it hereunder (which compensation shall not be limited (to
the extent permitted by law) by any provision of law in regard to the
compensation of a trustee of an express trust);



          (b) 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 compensation and the expenses,
advances 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



          (c) to indemnify each of the Trustee or, if applicable, any predecessor
Trustee, and its agents for, and to hold them harmless against, any and all
loss, damage, claims, liability or expense (including reasonable attorney’s
fees and expenses and taxes (other than taxes based upon, measured by or
determined by the income of the Trustee)) incurred without negligence or bad
faith on their part, arising out of or in connection with the acceptance or
administration of this trust, including the reasonable costs and expenses of
defending itself against any claim (whether asserted by the Company or any
Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder.



          To secure the Company’s payment obligations in this Section 7.07, the
Holders shall have been deemed to have granted to the Trustee a lien prior to
the Securities on all money or property held or collected by the Trustee,
except that held in trust to pay the Principal Amount, Redemption Price and
interest (including Additional Interest and Defaulted Interest, if any), as the
case may be, on particular Securities.



          The Company’s payment obligations pursuant to this Section 7.07 shall
survive the discharge of this Indenture and the resignation or removal of the
Trustee. When the Trustee incurs expenses after the occurrence of a Default
specified in Section 6.01(f) or (g) hereof, the expenses including the
reasonable charges and expenses of its counsel, are intended to constitute
expenses of administration under any Bankruptcy Law.



          SECTION 7.08 Replacement of Trustee. The Trustee may resign by so
notifying the Company; provided, however, that no such resignation shall be
effective until a successor Trustee has accepted its appointment pursuant to
this Section 7.08. The Holders of a majority in aggregate Principal Amount of
the Securities at the time outstanding may remove the Trustee by so notifying
the Trustee and the Company. The Company shall remove the Trustee if:



          (a) the Trustee fails to comply with Section 7.10 hereof;



          (b) the Trustee is adjudged bankrupt or insolvent;



40









 





          (c) a receiver or public officer takes charge of the Trustee or its
property; or



          (d) the Trustee otherwise becomes incapable of acting.



          If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint, by resolution of
its Board of Directors, a successor Trustee.



          A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company satisfactory in form and substance
to the retiring Trustee and the Company. Thereupon the resignation or removal
of the retiring Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee under this Indenture.
The successor Trustee shall mail a notice of its succession to Holders. The
retiring Trustee shall promptly transfer all property held by it as Trustee to
the successor Trustee, subject to the lien provided for in Section 7.07 hereof.



          If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or
the Holders of a majority in aggregate Principal Amount of the Securities at
the time outstanding may petition any court of competent jurisdiction at the
expense of the Company for the appointment of a successor Trustee.



          If the Trustee fails to comply with Section 7.10 hereof, any Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.



          SECTION 7.09 Successor Trustee by Merger. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation, the resulting,
surviving or transferee corporation without any further act shall be the
successor Trustee.



          SECTION 7.10 Eligibility; Disqualification. The Trustee shall at all
times satisfy the requirements of TIA Sections 310(a)(1) and 310(b). The
Trustee (or its parent holding company) shall have a combined capital and
surplus of at least $50,000,000 as set forth in its most recent published
annual report of condition. Nothing herein contained shall prevent the Trustee
from filing with the Commission the application referred to in the penultimate
paragraph of TIA Section 310(b).



          SECTION 7.11 Preferential Collection of Claims Against Company. The
Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.



ARTICLE 8

DISCHARGE OF INDENTURE




          SECTION 8.01 Discharge of Liability on Securities. When (a) the Company
delivers to the Trustee all outstanding Securities (other than Securities
replaced



41









 







pursuant to Section 2.10 hereof) for cancellation or (b) all outstanding
Securities have become due and payable and the Company irrevocably deposits
with the Trustee or the Paying Agent (if the Paying Agent is not the Company or
any of its Affiliates) cash sufficient to pay all amounts due and owing on all
outstanding Securities (other than Securities replaced pursuant to Section 2.10
hereof), and if in either case the Company pays all other sums payable
hereunder by the Company, then this Indenture shall, upon a Company Order,
subject to Section 7.07 hereof, cease to be of further effect. The Trustee
shall join in the execution of a document prepared by the Company acknowledging
satisfaction and discharge of this Indenture on demand of the Company
accompanied by an Officers’ Certificate and Opinion of Counsel and at the cost
and expense of the Company.



          SECTION 8.02 Repayment to the Company. The Trustee and the Paying Agent
shall return to the Company upon written request any money or securities held
by them for the payment of any amount with respect to the Securities that
remains unclaimed for two years, subject to applicable unclaimed property law.
After return to the Company, Holders entitled to the money or securities must
look to the Company for payment as general creditors unless an applicable
abandoned property law designates another person and the Trustee and the Paying
Agent shall have no further liability to the Holders with respect to such money
or securities for that period commencing after the return thereof.



ARTICLE 9

AMENDMENTS




          SECTION 9.01 Without Consent of Holders. The Company and the Trustee may
amend this Indenture or the Securities without the consent of any Holder:



          (a) to cure any ambiguity, defect or inconsistency, or make any other
changes in the provisions of this Indenture which the Company and the Trustee
may deem necessary or desirable; provided that such amendment does not
materially and adversely affect rights of the Holders under this Indenture;



          (b) to comply with Article 5 hereof;



          (c) to evidence and provide for the acceptance of appointment of a
successor Trustee;



          (d) to make any change that would provide for additional rights or
benefits to the Holders or that does not adversely affect the legal rights
under this Indenture of any Holder;



          (e) to comply with the requirements of the Commission in order to effect
or maintain the qualification of this Indenture under the TIA;



          (f) modify the restrictions on, and procedures for, resale and other
transfers of securities pursuant to law, regulation or practice relating to the
resale or transfer of restricted securities generally; or



          (g) to make any change that does not adversely affect the rights of any
Holders under this Indenture,



42









 







it being understood that any amendment described in clause (a) of this Section
9.01 made solely to conform this Indenture to the final offering memorandum
related to the Securities provided to investors in connection with the initial
offering of the Securities will be deemed not to adversely affect the rights or
interests of Holders.



          SECTION 9.02 With Consent of Holders. With the written consent of the
Holders of at least a majority in aggregate Principal Amount of the Securities
at the time outstanding (including consents obtained in connection with any
tender offer or exchange offer for the Securities), the Company and the Trustee
may amend this Indenture or the Securities. However, without the consent of
each Holder affected, an amendment to this Indenture or the Securities may not:



          (a) reduce the percentage in Principal Amount of Securities whose Holders
must consent to any amendment or supplement to or waiver of any provisions of
this Indenture;



          (b) reduce the Principal Amount of, or premium on, or change the Stated
Maturity of, any Security, or alter the provisions with respect to the
redemption of the Securities (including reducing the Redemption Price of any
Security);



          (c) reduce the rate or amount of or change the time for payment of
interest (including Additional Interest and Defaulted Interest, if any) on any
Security;



          (d) waive a Default or Event of Default in the payment of the Principal
Amount of or interest (including Additional Interest and Defaulted Interest, if
any) or premium, if any, on the Securities (except a rescission of acceleration
of the Securities by the Holders of at least a majority in aggregate Principal
Amount of the Securities then outstanding and a waiver of the payment default
that resulted from such acceleration);



          (e) make any Security payable in money or securities other than that
stated in the Security and this Indenture;



          (f) make any change in Section 6.04 hereof; or



          (g) impair the right to institute suit for the enforcement of any payment
with respect to the Securities.



          It shall not be necessary for the consent of the Holders under this
Section 9.02 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent approves the substance thereof. After an
amendment under this Section 9.02 becomes effective, the Company shall mail to
each Holder a notice briefly describing the amendment.



          SECTION 9.03 Compliance with TIA. Every supplemental indenture executed
pursuant to this Article 9 shall comply with the TIA.



          SECTION 9.04 Revocation and Effect of Consents, Waivers and Actions.
Until an amendment, consent, waiver or other action by Holders becomes
effective, a consent thereto by a Holder hereunder is a continuing consent by
the Holder and every subsequent Holder of that Security or portion of the
Security that evidences the same obligation as the



43









 







consenting Holder’s Security, even if notation of the amendment, consent,
waiver or other action is not made on the Security. However, any such Holder
or subsequent Holder may revoke the consent as to such Holder’s Security or
portion of the Security if the Trustee receives the notice of revocation before
the date as of which the amendment, consent, waiver or action is made
effective. After an amendment, consent, waiver or action becomes effective, it
shall bind every Holder.



          SECTION 9.05 Notation on or Exchange of Securities. Securities
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article 9 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 so
modified as to conform, in the opinion of the Board of Directors, 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.



          SECTION 9.06 Trustee to Sign Supplemental Indentures. The Trustee shall
sign any supplemental indenture authorized pursuant to this Article 9 if the
amendment contained therein does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may, but
need not, sign such supplemental indenture. In signing such supplemental
indenture the Trustee shall receive, and (subject to the provisions of Section
7.01 hereof) shall be fully protected in conclusively relying upon, in addition
to the documents required by Section 11.04 hereof, an Officers’ Certificate and
an Opinion of Counsel stating that such amendment is authorized or permitted by
this Indenture.



          SECTION 9.07 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 theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.



ARTICLE 10

PAYMENTS OF INTEREST




          SECTION 10.01 Interest Payments. (a) Interest on any Security shall
be payable in cash, to the person in whose name that Security is registered (as
reflected on the register maintained by the Registrar) at the close of business
on the Regular Record Date immediately preceding the relevant Interest Payment
Date, at the office or agency of the Company maintained for such purpose.
Interest shall be computed on the basis of a 360-day year of twelve 30-day
months.



          (b) In the case of a permanent Global Security, principal and interest
(including Additional Interest and Defaulted Interest, if any) on any
applicable payment date shall be paid by wire transfer in immediately available
funds in accordance with the written wire transfer instruction supplied by the
Holder from time to time to the Trustee and Paying Agent (if other than the
Trustee) at least two Business Days prior to the applicable Regular Record
Date; provided that any payment to the Depositary, with respect to that portion
of such permanent Global Security held for its account by Cede & Co. for the
purpose of permitting such party to



44









 







credit the interest received by it in respect of such permanent Global
Security to the accounts of the beneficial owners thereof, shall be paid by
wire transfer in immediately available funds in accordance with the wire
transfer instruction supplied by the Depositary or its nominee from time to
time to the Trustee and Paying Agent (if other than the Trustee). In the case
of a Certificated Security, interest on any applicable payment date will be
paid by wire transfer of immediately available funds to the accounts specified
by the Holders thereof located in the United States if the Trustee shall have
received proper wire transfer instructions from such payee not later than the
related Regular Record Date or, if no account is specified, by mailing a check
to that Holder’s registered address as reflected on the register maintained by
the Registrar.



          (c) If the Stated Maturity or any Interest Payment Date falls on a day
that is not a Business Day, the required payment of the Principal Amount of and
interest (including Additional Interest, if any) on the Securities will be made
on the next succeeding Business Day as if made on the date that the payment was
due and no interest will accrue on that payment from the period from and after
the Stated Maturity or the Interest Payment Date, as the case may be, to the
date of payment on the next succeeding Business Day.



          SECTION 10.02 Defaulted Interest. Except as otherwise specified with
respect to the Securities, any interest on any Security that is payable, but is
not punctually paid or duly provided for, within 30 days following any
applicable payment date (herein called “Defaulted Interest”, which term shall
include any accrued and unpaid interest that has accrued on such defaulted
amount at the same interest rate as set forth in the Securities), shall be paid
by the Company, at its election in each case (x) to the Holder as of Special
Record Date, as determined in accordance with clause (a) below, or (y) in the
manner set forth in clause (b) below:



          (a) The Company may elect to make payment of any Defaulted Interest to the
persons in whose names the 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 and the date of the proposed payment (which shall not be less than 20
days after such notice is received by the Trustee), 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 on or
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
(the “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 mailed, first-class postage prepaid,
to each Holder at his address as it appears on the list of Holders set forth in
the Security register maintained by the Registrar 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 mailed as aforesaid,
such Defaulted Interest shall be paid to the persons in whose names the
Securities are registered at the close of business on such




45










 





Special Record Date and shall
no longer be payable pursuant to the following clause (b) of this Section
10.02.



     (b) The Company may make payment of any Defaulted Interest on the
Securities 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.



     SECTION 10.03 Interest Rights Preserved. Subject to the foregoing
provisions of this Article 10 and Section 2.09 hereof, 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.



ARTICLE 11



MISCELLANEOUS




     SECTION 11.01 TIA Controls. If any provision of this Indenture limits,
qualifies, or conflicts with another provision which is required to be included
in this Indenture by the TIA, the required provision shall control.



     SECTION 11.02 Notices(a) . (a) Any request, demand, authorization,
notice, waiver, consent or communication shall be in writing and delivered in
person or delivery by courier guaranteeing
overnight delivery or mailed by first-class mail, postage prepaid,
addressed as follows or transmitted by facsimile transmission (confirmed by
guaranteed overnight courier) to the following facsimile numbers:



	 	 	 
	

	 	if to the Company, to:
	 
	

	 	RPM International Inc.
	

	 	P.O. Box 777
	

	 	2628 Pearl Road
	

	 	Medina, Ohio 44528
	

	 	Attention: General Counsel
	

	 	Telephone: (330) 273-8883
	

	 	Facsimile: (330) 225-6574
	 
	 	 
	

	 	with a copy of any notice given pursuant to Article 6 hereof to:
	 
	 	 
	

	 	Calfee, Halter & Griswold LLP
	

	 	1400 McDonald Investment Center
	

	 	800 Superior Avenue
	

	 	Attention: Edward W. Moore
	

	 	Telephone: (216) 622-8217
	

	 	Facsimile: (216) 241-0816
	 
	 	 
	

	 	if to the Trustee, to:







46









 






	 	 	 
	

	 	The Bank of New York
	

	 	101 Barclay Street – 8W
	

	 	New York, New York 10286
	

	 	Attention: Corporate Trust Administration
	

	 	Facsimile: (212) 815-5707







     (b) The Company or the Trustee by notice given to the other in the manner
provided above may designate additional or different addresses for subsequent
notices or communications.



     (c) Any notice or communication given to a Holder shall be mailed to the
Holder, by first-class mail, postage prepaid, at the Holder’s address as it
appears on the registration books of the Registrar and shall be sufficiently
given if so mailed within the time prescribed.



     (d) Failure to mail a notice or communication to a Holder or any defect in
it shall not affect its sufficiency with respect to other Holders. If a notice
or communication is mailed in the manner provided above, it is duly given,
whether or not received by the addressee.



     (e) If the Company mails a notice or communication to the Holders, it
shall mail a copy to the Trustee and each Registrar, co-registrar and Paying
Agent.



     SECTION 11.03 Communication by Holders with Other Holders. Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Securities.
The Company, the Trustee, the Registrar and the Paying Agent and anyone else
shall have the protection of TIA Section 312(c).



     SECTION 11.04 Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:



     (a) an Officers’ Certificate stating, as set forth in Section 11.05, that,
in the opinion of the signers, all conditions precedent, if any, provided for
in this Indenture relating to the proposed action have been complied with; and



     (b) an Opinion of Counsel stating that, in the opinion of such counsel,
such actions are authorized or permitted by this Indenture and that all such
conditions precedent have been complied with.



     SECTION 11.05 Statements Required in Certificate or Opinion. Each
Officers’ Certificate or Opinion of Counsel with respect to compliance with a
covenant or condition provided for in this Indenture shall include to the
extent required by the Trustee:



     (a) a statement that each person making such Officers’ Certificate or
Opinion of Counsel has read such covenant or condition;



     (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such Officers’
Certificate or Opinion of Counsel are based;



47









 





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



     (d) a statement that, in the opinion of such person, such covenant or
condition has been complied with.



     SECTION 11.06 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 11.07 Rules by Trustee, Paying Agent and Registrar. The Trustee
may make reasonable rules for action by or a meeting of Holders. The Registrar
and the Paying Agent may make reasonable rules for their functions.



     SECTION 11.08 Legal Holidays. A “Legal Holiday” is any day other than a
Business Day. If any specified date (including a date for giving notice) is a
Legal Holiday, the action shall be taken on the next succeeding day that is not
a Legal Holiday, and, if the action to be taken on such date is a payment in
respect of the Securities, no Original Issue Discount or interest, if any,
shall accrue for the intervening period.



     SECTION 11.09 GOVERNING LAW; WAIVER OF JURY TRIAL. THIS INDENTURE SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF. EACH OF THE
COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE
TRANSACTION CONTEMPLATED HEREBY.



     SECTION 11.10 No Recourse Against Others. A director, officer, employee,
agent, representative, stockholder or equity holder, as such, of the Company
shall not have any liability for any obligations of the Company under the
Securities or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. By accepting a Security, each
Holder shall waive and release all such liability. The waiver and release
shall be part of the consideration for the issue of the Securities.



     SECTION 11.11 Successors. All agreements of the Company in this Indenture
and the Securities shall bind its successor. All agreements of the Trustee in
this Indenture shall bind its successor.



     SECTION 11.12 Multiple Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement. One signed copy is enough to prove
this Indenture.



     SECTION 11.13 Force Majeure. In no event shall the Trustee be responsible
or liable for any failure or delay in the performance of its obligations
hereunder arising out of or caused by, directly or indirectly, forces beyond
its control, including, without limitation, strikes,



48









 





work stoppages, accidents,
acts of ware or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of
utilities, communications or computer (software and hardware) services; it
being understood that the Trustee shall use reasonable best efforts which are
consistent with accepted practices in banking industry to resume performance as
soon as practicable under the circumstances.



49









 








     IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed
this Indenture on behalf of the respective parties hereto as of the date first
above written.



	 	 	 	 	 
	 	 	RPM INTERNATIONAL INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ P. Kelly Tompkins

	

	 	 	 	Name: P. Kelly Tompkins
	

	 	 	 	Title: Senior Vice President, General
	

	 	 	 	Counsel and Secretary
	 
	 	 	 	 
	 	 	THE BANK OF NEW YORK, as Trustee
	 
	 	 	 	 
	

	 	By:
	 	/s/ Van K. Brown

	

	 	 	 	Name: Van K. Brown
	

	 	 	 	Title: Vice President







 









 






EXHIBIT A



FORM OF SECURITY




[FACE OF SECURITY]




[Global Securities Legend]




The following legend shall appear on the face of each Global Security:




[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A
NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND
ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.]



The following legend shall appear on the face of each Global Security for which
The Depository Trust Company is to be the Depositary:



[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.]



A-1









 








[Restricted Securities Legend]




THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY THE INITIAL INVESTOR (1) TO A
PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING
WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (3)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE 144 THEREUNDER (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND (B) BY SUBSEQUENT INVESTORS, AS SET
FORTH IN (A) ABOVE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE
STATES OF THE UNITED STATES.



A-2









 








RPM INTERNATIONAL INC.



[                   ]% SENIOR NOTES DUE 2009




	 	 	 
	No. A-1

	 	CUSIP: [                   ]
	Issue Date: [                    ]
	 	 
	Issue Price: [                   ] (for each $1,000 Principal Amount)
	 	 







     RPM INTERNATIONAL INC. promises to pay to CEDE & CO. or registered
assigns, the principal sum of          
         ($                    ) on October
[     ], 2009, and to pay interest thereon, as provided on the reverse hereof,
until the principal and any unpaid and accrued interest is paid or duly
provided for.



     Interest Payment Dates: April [     ] and October [     ], commencing April
[     ], 2004



     Regular Record Dates: April 1 and October 1




     The provisions on the back of this certificate are incorporated as if set
forth on the face hereof.



A-3









 





     IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.



	 	 	 	 	 
	 	 	RPM INTERNATIONAL INC.
	 
	 	 	 	 
	

	 	By:
	 	

	

	 	 	 	Name:
	

	 	 	 	Title:
	 
	 	 	 	 
	

	 	By:
	 	

	

	 	 	 	Name:
	

	 	 	 	Title:
	Dated:
	 	 	 	 







TRUSTEE’S CERTIFICATE OF AUTHENTICATION




THE BANK OF NEW YORK,

as Trustee, certifies that this is one of the Securities referred

to in the within-mentioned Indenture.




	 	 	 
	By:

	 	

	

	 	Authorized Signatory







A-4









 






[REVERSE OF SECURITY]



[                   ]% SENIOR NOTES DUE 2009





	1.	 	Interest.





     RPM International Inc., a Delaware corporation (the “Company”), promises
to pay interest on the Principal Amount of this Security at the rate per annum
shown above. The Company will pay interest (and Additional Interest, if any)
semi-annually in arrears on April [     ] and October [     ] of each year,
beginning April [     ], 2004. Interest on the Securities will accrue from the
most recent Interest Payment Date to which interest has been paid or, if no
interest has been paid, from the Issue Date of this Security. Interest (and any
Additional Interest and Defaulted Interest, if any) will be computed on the
basis of a 360-day year composed of twelve 30-day months. The Company will pay
interest (and Additional Interest, if any) on the Securities (except Defaulted
Interest) to the person in whose name the Securities are registered at the
close of business on the April 1 or October 1 (each, a “Regular Record Date”)
immediately preceding the relevant Interest Payment Date.




	2.	 	Method of Payment.





     The Holder must surrender the Securities to a Paying Agent to collect
principal payments on the Securities. The Company will pay the principal and
interest (including Additional Interest and Defaulted Interest, if any, and the
Redemption Price, if applicable) on the Securities at the office or agency of
the Company maintained for such purpose, in money of the United States that at
the time of payment is legal tender for payment of public and private debts.
Until otherwise designated by the Company, the Company’s office or agency
maintained for such purpose will be the Corporate Trust Office of the Trustee.



     In the case of a permanent Global Security, the Principal Amount of and
interest (including Additional Interest and Defaulted Interest), if any, on any
applicable payment date shall be paid by wire transfer in immediately available
funds in accordance with the written wire transfer instruction supplied by the
Holder from time to time to the Trustee and Paying Agent (if other than the
Trustee) at least two Business Days prior to the applicable Regular Record
Date; provided that any payment to the Depositary, with respect to that portion
of such permanent Global Security held for its account by Cede & Co. for the
purpose of permitting such party to credit the interest received by it in
respect of such permanent Global Security to the accounts of the beneficial
owners thereof, shall be paid by wire transfer in immediately available funds
in accordance with the wire transfer instruction supplied by the Depositary or
its nominee from time to time to the Trustee and Paying Agent (if other than
the Trustee). In the case of a Certificated Security, interest on any
applicable payment date will be paid by wire transfer of immediately available
funds to the accounts specified by the Holders thereof located in the United
States if the Trustee shall have received proper wire transfer instructions
from such payee not later than the related Regular Record Date or, if no
account is specified, by mailing a check to that Holder’s registered address as
reflected on the register maintained by the Registrar.



A-5









 






	3.	 	Paying Agent and Registrar.





     Initially, The Bank of New York, a New York banking corporation (the
“Trustee”), will act as Paying Agent and Registrar. The Company may appoint
and change any Paying Agent, Registrar or co-registrar without notice, other
than notice to the Trustee except that the Company will maintain at least one
Paying Agent in the State of New York, City of New York, Borough of Manhattan,
which shall initially be an office or agency of the Trustee. The Company or
any of its Subsidiaries or any of their Affiliates may act as Paying Agent,
Registrar or co-registrar.




	4.	 	Indenture.





     The Company issued the Securities pursuant to an Indenture dated as of
September 30, 2004 (the “Indenture”) between the Company and the Trustee. The
terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939, as in
effect from time to time (the “TIA”). The Securities are subject to all such
terms, which terms hereby are expressly incorporated by reference into this
Note, and Holders are referred to the Indenture and the TIA for a statement of
those terms.



     The Securities are general unsecured and unsubordinated obligations, of
the Company, unlimited as to Principal Amount, subject to the provisions of the
Indenture.



     Capitalized terms used herein and not defined herein have the meanings
ascribed thereto in the Indenture.




	5.	 	Redemption at the Option of the Company.





     The Company may redeem the Securities for cash, in whole at any time or in
part from time to time, at any time prior to their Stated Maturity, at the
redemption price (the “Redemption Price”) equal to the greater of:




     (i) 100% of the Principal Amount of the Securities being redeemed;




     (ii) the Make-Whole Amount for the Securities being redeemed,



plus, in each case, accrued and unpaid interest on such Securities to, but
excluding, the Redemption Date. The Company will, however, pay the interest
installment due on any Interest Payment Date that occurs on or before a
Redemption Date to the Holders as of the close of business on the Regular
Record Date immediately preceding that Interest Payment Date.




	6.	 	Notice of Redemption.





     In the event that the Company elects to redeem only a portion of the
Securities, the Securities to be redeemed shall be selected in accordance with
procedures of the Depositary, in the case of Global Securities, or by the
Trustee by such method as the Trustee deems to be fair and appropriate, in the
case of Securities held other than in the form of Global Securities, so long as
such method is not prohibited by the rules of any stock exchange on which the
Securities are then listed. Securities may be redeemed in part but only in
integral multiples of $1,000 of Principal Amount thereof.



A-6









 





     The Company shall give written notice of its intent to redeem the
Securities by first-class mail at least 30 days, but no more than 60 days,
prior to the applicable Redemption Date to Holders of Securities to be redeemed
at their addresses as set forth in the register for the Securities maintained
by the Registrar.




	7.	 	Sinking Fund.





     No sinking fund is provided for the Securities.




	8.	 	Defaulted Interest.





     Except as otherwise specified with respect to the Securities, any
Defaulted Interest on any Security shall forthwith cease to be payable to the
registered Holder thereof on the relevant Regular Record Date or accrual date,
as the case may be, and such Defaulted Interest shall be paid by the Company as
provided for in Section 10.02 of the Indenture.




	9.	 	Denominations; Transfer; Exchange.





     The Securities are in fully registered form, without coupons, in
denominations of $2,000 of Principal Amount and integral multiples of $1,000.
The transfer of Securities may be registered and Securities may be exchanged as
provided in the Indenture. As a condition of transfer, the Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents, and the Company and the Registrar may
require a Holder to pay any taxes and fees permitted by the Indenture.



     The Company shall not be required to make, and the Registrar need not
register, transfers or exchanges of Securities selected for redemption (except,
in the case of Securities to be redeemed in part, the portion thereof not to be
redeemed) or any Securities for a period of 15 days before the mailing of a
notice of redemption of Securities to be redeemed pursuant to Article 3 of the
Indenture.




	10.	 	Persons Deemed Owners.





     The registered Holder of this Security may be treated as the owner of this
Security for all purposes.




	11.	 	Unclaimed Money.





     The Trustee and the Paying Agent shall return to the Company upon written
request any money or securities held by them for the payment of any amount with
respect to the Securities that remains unclaimed for two years, subject to
applicable unclaimed property law. After return to the Company, Holders
entitled to the money or securities must look to the Company for payment as
general creditors unless an applicable abandoned property law designates
another person and the Trustee and the Paying Agent shall have no further
liability to the Holders with respect to such money or securities for that
period commencing after the return thereof.



A-7









 






	12.	 	Amendment; Waiver.





     Subject to certain exceptions set forth in the Indenture, (a) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in aggregate Principal Amount of the Securities
at the time outstanding and (b) certain Defaults may be waived with the written
consent of the Holders of a majority in aggregate Principal Amount of the
Securities at the time outstanding.



     Subject to certain exceptions set forth in the Indenture, without the
consent of any Holder, the Company and the Trustee may amend the Indenture or
the Securities (a) to cure any ambiguity, defect or inconsistency, or make any
other changes in the provisions of the Indenture which the Company and the
Trustee may deem necessary or desirable; provided that such amendment does not
materially and adversely affect rights of the Holders under the Indenture; (b)
to comply with Article 5 of the Indenture; (c) to evidence and provide for the
acceptance of appointment of a successor Trustee; (d) to make any change that
would provide for additional rights or benefits to the Holders or that does not
adversely affect the legal rights under the Indenture of any Holder; (e) to
comply with the requirements of the Commission in order to effect or maintain
the qualification of the Indenture under the TIA; (f) modify the restrictions
on, and procedures for, resale and other transfers of securities pursuant to
law, regulation or practice relating to the resale or transfer of restricted
securities generally; or (g) to make any change that does not adversely affect
the rights of any Holders under the Indenture.




	13.	 	Defaults and Remedies.





     Under the Indenture, Events of Default include: (a) defaults in the
payment of the Principal Amount of or premium on any Security when the same
becomes due and payable at its Stated Maturity, upon redemption, upon
declaration or otherwise; (b) defaults in payment of any interest (including
Additional Interest and Defaulted Interest, if any) when the same becomes due
and payable, which default continues for 30 days or more; (c) failure by the
Company to comply with any of its agreements in the Security or the Indenture
(other than those referred to in clauses (a) and (b) above) and such failure
continues for at least 60 days after receipt by the Company of a Notice of
Default; (d)(i) defaults by the Company or its Subsidiary in the scheduled
payment of principal of any Indebtedness (after giving effect to any applicable
grace period) and the aggregate principal amount of such payment defaults at
such time exceeds $50,000,000, or (ii) defaults by the Company or any
Subsidiary under any Indebtedness, whether such Indebtedness now exists or is
created later, which default results in such Indebtedness being accelerated or
declared due and payable, and the aggregate principal amount of all
Indebtedness so accelerated or so declared due and payable, exceeds
$50,000,000, and such acceleration or declaration has not been rescinded or
annulled within a period of 10 days after receipt by the Company of a Notice of
Default from the Trustee or the Holders specified below; provided, however,
that if any such default specified in (d)(i) or (d)(ii) shall be cured, waived,
rescinded or annulled, then the Event of Default by reason thereof shall be
deemed not to have occurred; (e) the rendering of any final judgment or order
for the payment of money in excess of $50,000,000, either individually or in
the aggregate (net of any amounts to the extent that they are covered by
insurance), against the Company or any of its Subsidiaries and which shall not
have been paid or discharged, and there shall be any period of 60 consecutive
days following the entry of the final judgment or order that causes the
aggregate amount for all such final judgments or orders



A-8









 







outstanding and not paid or discharged against the Company or any of its
Subsidiaries to exceed $50,000,000 during which a stay of enforcement of such
final judgment or order, by reason of a pending appeal or otherwise, shall not
be in effect; and (f) certain events of bankruptcy, insolvency or
reorganization involving the Company.



     As set forth in the Indenture, a Default under clause (c) or (d)(ii) of
this paragraph 13 is not an Event of Default until the Trustee notifies the
Company, or the Holders of at least 25% in aggregate Principal Amount of the
Securities at the time outstanding notify the Company and the Trustee, of the
Default and the Company does not cure such Default (and such Default is not
waived) within the time specified in clause (c) or (d)(ii) above after actual
receipt of such notice. Any such notice must specify the Default, demand that
it be remedied and state that such notice is a “Notice of Default”.



     If an Event of Default occurs and is continuing, the Trustee by written
notice to the Company, or the Holders of at least 25% in aggregate Principal
Amount of the Securities at the time outstanding by notice to the Company and
the Trustee, may declare the Principal Amount of the Securities and any accrued
and unpaid interest (including Additional Interest and Defaulted Interest, if
any) and premium, if any, through the date of declaration on all the Securities
to be immediately due and payable. Upon such a declaration, such Principal
Amount and such accrued and unpaid interest (including Additional Interest and
Defaulted Interest, if any) and premium, if any, shall be due and payable
immediately. Certain events of bankruptcy or insolvency are Events of Default
that would result in the Principal Amount of the Securities and any accrued and
unpaid interest on all the Securities (including Additional Interest and
Defaulted Interest, if any) and premium, if any, to become immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holders. The Holders of a majority in aggregate Principal Amount of the
Securities at the time outstanding, by notice to the Trustee (and without
notice to any other Holder) may rescind an acceleration and its consequences if
the rescission would not conflict with any judgment or decree and if all
existing Events of Default have been cured or waived, other than the
non-payment of the Principal Amount of the Securities and any accrued and
unpaid interest that have become due solely as a result of acceleration, and if
all amounts due to the Trustee under Section 7.07 of the Indenture have been
paid. No such rescission shall affect any subsequent Default or impair any
right consequent thereto.



     Holders may not enforce the Indenture or the Securities except as provided
in the Indenture. The Trustee may refuse to enforce the Indenture or the
Securities unless it receives indemnity or security reasonably satisfactory to
it. Subject to certain limitations, Holders of a majority in aggregate
Principal Amount of the Securities at the time outstanding may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders notice of any continuing Default (except a Default in payment of
amounts specified in this clause 13(a) or 13(b) above) if it determines that
withholding notice is in their interests.




	14.	 	Trustee Dealings with the Company.





     Subject to certain limitations imposed by the TIA, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may



A-9









 







otherwise deal with the Company or its Affiliates with the same rights it
would have if it were not Trustee.




	15.	 	No Recourse Against Others.





     A director, officer, employee, agent, representative, stockholder or
equity holder, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Holder waives and releases all such
liability. The waiver and release are part of the consideration for the issue
of the Securities.




	16.	 	Authentication.





     This Security shall not be valid until an authorized signatory of the
Trustee manually signs the Trustee’s Certificate of Authentication on the other
side of this Security.




	17.	 	Abbreviations.





     Customary abbreviations may be used in the name of a Holder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with right of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).




	18.	 	GOVERNING LAW; WAIVER OF JURY TRIAL





     THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES THEREOF. EACH OF THE COMPANY AND THE TRUSTEE HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.





A-10









 








     The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:



	 	 	 
	

	 	RPM International Inc.
	

	 	P.O. Box 777
	

	 	2628 Pearl Road
	

	 	Medina, Ohio 44528
	

	 	Attention: General Counsel







A-11









 






ASSIGNMENT FORM




To assign this Security, fill in the form below:




I or we assign and transfer this Security to:










(Insert assignee’s soc. sec. or tax ID no.)






















(Print or type assignee’s name, address and zip code)




and irrevocably appoint



	 	 
	
	  as agent to transfer this Security on the books of the Company.
	The agent may substitute another to act for him.


 








	 	 
	Date:	 
	 	








Your Signature:










(Sign exactly as your name appears on the other side of this Security)




A-12









 








EXHIBIT B



TRANSFER CERTIFICATE




     In connection with any transfer of any of the Notes evidenced by this
certificate that are “restricted securities” (as defined in Rule 144 (or any
successor thereto) under the Securities Act of 1933, as amended (the
“Securities Act”)), the undersigned registered owner of this Security hereby
certifies with respect to $                    Principal Amount of the above-captioned
securities presented or surrendered on the date hereof (the “Surrendered
Securities”) for registration of transfer or for exchange where the securities
issuable upon such transfer or exchange are to be registered in a name other
than that of the undersigned registered owner (each such transaction being a
“transfer”), that such transfer complies with the Restricted Securities Legend
set forth on the face of the Surrendered Securities for the reason checked
below:



     (1)o The transfer of the Surrendered Securities is made to the Company or
any subsidiaries; or



     (2)o The transfer of the Surrendered Securities complies with Rule 144A
under the Securities Act; or



     (3)o The transfer of the Surrendered Securities is pursuant to an effective
registration statement under the Securities Act; or



     (4)o The transfer of the Surrendered Securities is pursuant to an offshore
transaction in accordance with Rule 904 under the Securities Act; or



     (5)o The transfer of the Surrendered Securities is pursuant to another
available exemption from the registration requirement of the Securities Act.



And, unless the box below is checked, the undersigned confirms that, to the
undersigned’s knowledge, such Securities are not being transferred to an
“affiliate” of the Company as defined in Rule 144 under the Securities Act (an
“Affiliate”).




    o The transferee is an Affiliate of the Company.



	 	 	 	 
	DATE:

	 	 	
	

	
	 	

	

	 	 	Signature(s)








(If the registered owner is a corporation, partnership or fiduciary,

the title of the Person signing on behalf of such registered owner must be stated.)




Unless one of the boxes above is checked, the Registrar will refuse to register
any of the Securities evidenced by this certificate in the name of any person
other than the registered Holder thereof; provided, however, that if box (4) is
checked, the Trustee may require, prior to registering any such transfer of the
Notes, such certifications and other information, and if box (5) is checked
such legal opinions to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.