EX-4.1



 





Exhibit 4.1




 





VULCAN MATERIALS COMPANY




AND




WILMINGTON TRUST COMPANY




Trustee




 





SENIOR
DEBT INDENTURE



Dated as of December 11, 2007



 





 





 









 








VULCAN MATERIALS COMPANY




Reconciliation and tie between the Trust Indenture Act of 1939

and the Senior Debt Indenture dated as of December 11, 2007 between

Vulcan Materials Company and Wilmington Trust Company, Trustee




	 	 	 	 	 
	Trust Indenture	 	Indenture
	Act Section	 	Section
	 

	 	§ 310(a)(1)
	 	609 
	 

	 	(a)(2)

	 	609 
	 

	 	(a)(3)

	 	Not Applicable
	 

	 	(a)(4)

	 	Not Applicable
	 

	 	(b)

	 	608 
	 

	 	 	 	610 
	 

	 	§ 311(a)
	 	613 
	 

	 	(b)

	 	613 
	 

	 	§ 312(a)
	 	701 
	 

	 	 	 	702(a) 
	 

	 	(b)

	 	702(b) 
	 

	 	(c)

	 	702(c) 
	 

	 	§ 313(a)
	 	703(a) 
	 

	 	(b)

	 	703(a) 
	 

	 	(c)

	 	703(a) 
	 

	 	(d)

	 	703(b) 
	 

	 	§ 314(a)
	 	704 
	 

	 	(a)(4)

	 	101 
	 

	 	 	 	1004 
	 

	 	(b)

	 	Not Applicable
	 

	 	(c)(1)

	 	102 
	 

	 	(c)(2)

	 	102 
	 

	 	(c)(3)

	 	Not Applicable
	 

	 	(d)

	 	Not Applicable
	 

	 	(e)

	 	102 
	 

	 	§ 315(a)
	 	601 
	 

	 	(b)

	 	602 
	 

	 	(c)

	 	601 
	 

	 	(d)

	 	601 
	 

	 	(e)

	 	514 
	 

	 	§ 316(a)
	 	101 
	 

	 	(a)(1)(A)

	 	502 
	 

	 	 	 	512 
	 

	 	(a)(1)(B)

	 	513 
	 

	 	(a)(2)

	 	Not Applicable
	 

	 	(b)

	 	508 
	 

	 	(c)

	 	104(c) 
	 

	 	§ 317(a)(1)
	 	503 
	 

	 	(a)(2)

	 	504 
	 

	 	(b)

	 	1003 
	 

	 	§ 318(a)
	 	107 








 




			
	NOTE:	 	This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.






 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	PAGE
	PARTIES	 	 	1	 
	RECITALS OF THE COMPANY	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE ONE
	 	 	 	 
	 
	 	 	 	 	 	 
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 101.

	 	Definitions
	 	 	1	 
	 

	 	Act
	 	 	2	 
	 

	 	Affiliate
	 	 	2	 
	 

	 	Attributable Debt
	 	 	2	 
	 

	 	Authenticating Agent
	 	 	2	 
	 

	 	Board of Directors
	 	 	2	 
	 

	 	Board Resolution
	 	 	2	 
	 

	 	Business Day
	 	 	2	 
	 

	 	Commission
	 	 	3	 
	 

	 	Company
	 	 	3	 
	 

	 	Company Request; Company Order
	 	 	3	 
	 

	 	Consolidated Net Tangible Assets
	 	 	3	 
	 

	 	Corporate Trust Office
	 	 	3	 
	 

	 	Corporation
	 	 	3	 
	 

	 	Defaulted Interest
	 	 	3	 
	 

	 	Depositary
	 	 	3	 
	 

	 	Event of Default
	 	 	3	 
	 

	 	Exchange Act
	 	 	4	 
	 

	 	Funded Debt
	 	 	4	 
	 

	 	Global Security
	 	 	4	 
	 

	 	Government Obligations
	 	 	4	 
	 

	 	Holder
	 	 	4	 
	 

	 	Indenture
	 	 	4	 
	 

	 	interest
	 	 	4	 
	 

	 	Interest Payment Date
	 	 	4	 
	 

	 	Maturity
	 	 	4	 
	 

	 	Officers’ Certificate
	 	 	4	 
	 

	 	Opinion of Counsel
	 	 	4	 
	 

	 	Original Issue Discount Security
	 	 	5	 
	 

	 	Outstanding
	 	 	5	 
	 

	 	Paying Agent
	 	 	6	 
	 

	 	Periodic Offering
	 	 	6	 





 
 




			
	NOTE:	 	This Table of Contents shall not, for any purpose, be deemed to be a part of the Indenture.



-i-









 






	 	 	 	 	 	 	 
	 	 	 	 	PAGE
	 

	 	Person
	 	 	6	 
	 

	 	Place of Payment
	 	 	6	 
	 

	 	Predecessor Security
	 	 	6	 
	 

	 	Principal Property
	 	 	6	 
	 

	 	Redemption Date
	 	 	6	 
	 

	 	Redemption Price
	 	 	6	 
	 

	 	Regular Record Date
	 	 	7	 
	 

	 	Restricted Subsidiary
	 	 	7	 
	 

	 	Securities
	 	 	7	 
	 

	 	Security Register
	 	 	7	 
	 

	 	Security Registrar
	 	 	7	 
	 

	 	Special Record Date
	 	 	7	 
	 

	 	Stated Maturity
	 	 	7	 
	 

	 	Subsidiary
	 	 	7	 
	 

	 	Trust Indenture Act
	 	 	8	 
	 

	 	Trustee
	 	 	8	 
	 

	 	Vice President
	 	 	8	 
	Section 102.

	 	Compliance Certificates and Opinions
	 	 	8	 
	Section 103.

	 	Form of Documents Delivered to Trustee
	 	 	9	 
	Section 104.

	 	Acts of Holders; Record Dates
	 	 	9	 
	Section 105.

	 	Notices, Etc., to Trustee and Company
	 	 	10	 
	Section 106.

	 	Notice to Holders; Waiver
	 	 	11	 
	Section 107.

	 	Conflict with Trust Indenture Act
	 	 	11	 
	Section 108.

	 	Effect of Headings and Table of Contents
	 	 	11	 
	Section 109.

	 	Successors and Assigns
	 	 	11	 
	Section 110.

	 	Separability Clause
	 	 	12	 
	Section 111.

	 	Benefits of Indenture
	 	 	12	 
	Section 112.

	 	Governing Law
	 	 	12	 
	Section 113.

	 	Legal Holidays
	 	 	12	 
	 
	 	 	 	 	 	 
	ARTICLE TWO
	 	 	 	 
	 
	 	 	 	 	 	 
	SECURITY FORMS
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 201.

	 	Forms Generally
	 	 	12	 
	Section 202.

	 	Form of Face of Security
	 	 	13	 
	Section 203.

	 	Form of Reverse of Security
	 	 	16	 
	Section 204.

	 	Additional Provisions Required in Global Security
	 	 	19	 
	Section 205.

	 	Form of Trustee’s Certificate of Authentication
	 	 	20	 






-ii-









 






	 	 	 	 	 	 	 
	 	 	 	 	PAGE
	ARTICLE THREE
	 	 	 	 
	 
	 	 	 	 	 	 
	THE SECURITIES
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 301.

	 	Amount Unlimited; Issuable in Series
	 	 	20	 
	Section 302.

	 	Denominations
	 	 	23	 
	Section 303.

	 	Execution, Authentication, Delivery and Dating
	 	 	23	 
	Section 304.

	 	Temporary Securities
	 	 	25	 
	Section 305.

	 	Registration, Registration of Transfer and Exchange
	 	 	26	 
	Section 306.

	 	Mutilated, Destroyed, Lost and Stolen Securities
	 	 	27	 
	Section 307.

	 	Payment of Interest; Interest Rights Preserved
	 	 	28	 
	Section 308.

	 	Persons Deemed Owners
	 	 	29	 
	Section 309.

	 	Cancellation
	 	 	30	 
	Section 310.

	 	Computation of Interest
	 	 	30	 
	 
	 	 	 	 	 	 
	ARTICLE FOUR
	 	 	 	 
	 
	 	 	 	 	 	 
	SATISFACTION AND DISCHARGE
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 401.

	 	Satisfaction and Discharge of Indenture
	 	 	30	 
	Section 402.

	 	Application of Trust Money
	 	 	32	 
	 
	 	 	 	 	 	 
	ARTICLE FIVE
	 	 	 	 
	 
	 	 	 	 	 	 
	REMEDIES
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 501.

	 	Events of Default
	 	 	32	 
	Section 502.

	 	Acceleration of Maturity; Rescission and Annulment
	 	 	33	 
	Section 503.

	 	Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	35	 
	Section 504.

	 	Trustee May File Proofs of Claim
	 	 	35	 
	Section 505.

	 	Trustee May Enforce Claims Without Possession of Securities
	 	 	36	 
	Section 506.

	 	Application of Money Collected
	 	 	36	 
	Section 507.

	 	Limitation on Suits
	 	 	36	 
	Section 508.

	 	Unconditional Right of Holders to Receive Principal, Premium and Interest
	 	 	37	 
	Section 509.

	 	Restoration of Rights and Remedies
	 	 	37	 
	Section 510.

	 	Rights and Remedies Cumulative
	 	 	38	 
	Section 511.

	 	Delay or Omission Not Waiver
	 	 	38	 
	Section 512.

	 	Control by Holders
	 	 	38	 
	Section 513.

	 	Waiver of Past Defaults
	 	 	39	 






-iii-









 






	 	 	 	 	 	 	 
	 	 	 	 	PAGE
	Section 514.

	 	Undertaking for Costs
	 	 	39	 
	Section 515.

	 	Waiver of Stay or Extension Laws
	 	 	40	 
	 
	 	 	 	 	 	 
	ARTICLE SIX
	 	 	 	 
	 
	 	 	 	 	 	 
	THE TRUSTEE
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 601.

	 	Certain Duties and Responsibilities
	 	 	40	 
	Section 602.

	 	Notice of Defaults
	 	 	41	 
	Section 603.

	 	Certain Rights of Trustee
	 	 	41	 
	Section 604.

	 	Not Responsible for Recitals or Issuance of Securities
	 	 	42	 
	Section 605.

	 	May Hold Securities
	 	 	42	 
	Section 606.

	 	Money Held in Trust
	 	 	42	 
	Section 607.

	 	Compensation and Reimbursement
	 	 	43	 
	Section 608.

	 	Disqualification; Conflicting Interests
	 	 	43	 
	Section 609.

	 	Corporate Trustee Required; Eligibility
	 	 	43	 
	Section 610.

	 	Resignation and Removal; Appointment of Successor
	 	 	44	 
	Section 611.

	 	Acceptance of Appointment by Successor
	 	 	45	 
	Section 612.

	 	Merger, Conversion, Consolidation or Succession to Business
	 	 	46	 
	Section 613.

	 	Preferential Collection of Claims Against Company
	 	 	47	 
	Section 614.

	 	Appointment of Authenticating Agent
	 	 	47	 
	 
	 	 	 	 	 	 
	ARTICLE SEVEN
	 	 	 	 
	 
	 	 	 	 	 	 
	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 701.

	 	Company to Furnish Trustee Names and Addresses of Holders
	 	 	49	 
	Section 702.

	 	Preservation of Information; Communications to Holders
	 	 	49	 
	Section 703.

	 	Reports by Trustee
	 	 	49	 
	Section 704.

	 	Reports by Company
	 	 	50	 
	 
	 	 	 	 	 	 
	ARTICLE EIGHT
	 	 	 	 
	 
	 	 	 	 	 	 
	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 801.

	 	Company May Consolidate, Etc., Only on Certain Terms
	 	 	50	 
	Section 802.

	 	Successor Substituted
	 	 	51	 






-iv-









 






	 	 	 	 	 	 	 
	 	 	 	 	PAGE
	ARTICLE NINE
	 	 	 	 
	 
	 	 	 	 	 	 
	SUPPLEMENTAL INDENTURES
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 901.

	 	Supplemental Indentures Without Consent of Holders
	 	 	51	 
	Section 902.

	 	Supplemental Indentures with Consent of Holders
	 	 	52	 
	Section 903.

	 	Execution of Supplemental Indentures
	 	 	53	 
	Section 904.

	 	Effect of Supplemental Indentures
	 	 	54	 
	Section 905.

	 	Conformity with Trust Indenture Act
	 	 	54	 
	Section 906.

	 	Reference in Securities to Supplemental Indentures
	 	 	54	 
	 
	 	 	 	 	 	 
	ARTICLE TEN
	 	 	 	 
	 
	 	 	 	 	 	 
	COVENANTS
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 1001.

	 	Payment of Principal, Premium and Interest
	 	 	54	 
	Section 1002.

	 	Maintenance of Office or Agency
	 	 	54	 
	Section 1003.

	 	Money for Securities Payments to Be Held in Trust
	 	 	55	 
	Section 1004.

	 	Statement by Officers as to Default
	 	 	56	 
	Section 1005.

	 	Existence
	 	 	56	 
	Section 1006.

	 	Restrictions on Secured Debt
	 	 	56	 
	Section 1007.

	 	Limitations on Sales and Leasebacks
	 	 	58	 
	Section 1008.

	 	Waiver of Certain Covenants
	 	 	59	 
	 
	 	 	 	 	 	 
	ARTICLE ELEVEN
	 	 	 	 
	 
	 	 	 	 	 	 
	REDEMPTION OF SECURITIES
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 1101.

	 	Applicability of Article
	 	 	59	 
	Section 1102.

	 	Election to Redeem; Notice to Trustee
	 	 	59	 
	Section 1103.

	 	Selection by Trustee of Securities to Be Redeemed
	 	 	59	 
	Section 1104.

	 	Notice of Redemption
	 	 	60	 
	Section 1105.

	 	Deposit of Redemption Price
	 	 	61	 
	Section 1106.

	 	Securities Payable on Redemption Date
	 	 	61	 
	Section 1107.

	 	Securities Redeemed in Part
	 	 	61	 
	 
	 	 	 	 	 	 
	ARTICLE TWELVE
	 	 	 	 
	 
	 	 	 	 	 	 
	SINKING FUNDS
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 1201.

	 	Applicability of Article
	 	 	62	 






-v-









 






	 	 	 	 	 	 	 
	 	 	 	 	PAGE
	Section 1202.

	 	Satisfaction of Sinking Fund Payments with Securities
	 	 	62	 
	Section 1203.

	 	Redemption of Securities for Sinking Fund
	 	 	62	 
	 
	 	 	 	 	 	 
	ARTICLE THIRTEEN
	 	 	 	 
	 
	 	 	 	 	 	 
	DEFEASANCE AND COVENANT DEFEASANCE
	 	 	 	 
	 
	 	 	 	 	 	 
	Section 1301.

	 	Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance
	 	 	63	 
	Section 1302.

	 	Defeasance and Discharge
	 	 	63	 
	Section 1303.

	 	Covenant Defeasance
	 	 	64	 
	Section 1304.

	 	Conditions to Defeasance or Covenant Defeasance
	 	 	64	 
	Section 1305.

	 	Deposited Money and Government Obligations to be Held in Trust; Other Miscellaneous Provisions
	 	 	66	 









-vi-









 










     SENIOR
DEBT INDENTURE, dated as of December 11, 2007 between VULCAN MATERIALS COMPANY, a corporation duly
organized and existing under the laws of the State of New Jersey (herein called the “Company”),
having its principal office at 1200 Urban Center Drive, Birmingham, Alabama 35242, and Wilmington
Trust Company, a corporation duly organized and existing under the laws of the State of Delaware,
as Trustee (herein called the “Trustee”).



RECITALS OF THE COMPANY




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



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



     Now, Therefore, This Indenture Witnesseth:



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



ARTICLE ONE




DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION




Section 101. Definitions.




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




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




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




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



 









 






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



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



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



     “Attributable Debt” means as to any particular lease under which any Person is at the time
liable, at any date as of which the amount thereof is to be determined, the total net amount of
rent required to be paid by such Person under such lease during the remaining term thereof,
discounted from the respective due dates thereof to such date at the rate of 11% per annum
compounded annually. The net amount of rent required to be paid under any such lease for any such
period shall be the amount of the rent payable by the lessee with respect to such period, after
excluding amounts required to be paid on account of maintenance and repairs, insurance, taxes,
assessments, water rates and similar charges. In the case of any lease which is terminable by the
lessee upon the payment of a penalty, such net amount shall also include the amount of such
penalty, but no rent shall be considered as required to be paid under such lease subsequent to the
first date upon which it may be so terminated.



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



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



     “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the Board of Directors and to be in full
force and effect on the date of such certification, and delivered to the Trustee. Where any
provision of this Indenture refers to action to be taken pursuant to a Board Resolution (including
the establishment of any series of the Securities and the forms and terms thereof), such action may
be taken by any committee, officer or employee of the Company authorized to take such action by a
Board Resolution.



     “Business Day”, when used with respect to any Place of Payment, means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions in New York, New
York and any city in which the Corporate Trust



-2-









 







Office of the Trustee may be in are authorized or
obligated by law or executive order to close.



     “Commission” means the Securities and Exchange Commission, as from time to time constituted,
created under the Exchange Act, or, if at any time after the execution of this instrument such
Commission is not existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.



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



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



     “Consolidated Net Tangible Assets” means the aggregate amount of assets after deducting
therefrom (a) all current liabilities (excluding any thereof constituting Funded Debt by reason of
being renewable or extendible) and (b) all goodwill, trade names, trademarks, patents, unamortized
debt discount and expense and other like intangibles, all as set forth on the most recent balance
sheet of the Company and its consolidated subsidiaries and computed in accordance with generally
accepted accounting principles.



     “Corporate Trust Office” means the principal office of the Trustee in Wilmington, Delaware at
which at any particular time its corporate trust business shall be administered, which office at
the date of execution of this Indenture is located at 1100 North Market Street, Rodney Square
North, Wilmington, Delaware, 19890, Attn: Corporate Trust Administration: Vulcan Materials Company,
or any other address that the Trustee may designate with respect to itself from time to time by
notice to the Company and the Holders.



     “Corporation” means a corporation, partnership, company (including a limited liability
company), joint venture, association, joint-stock company or trust.



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



     “Depositary” means, with respect to the Securities of any series issuable or issued in whole
or in part in the form of one or more Global Securities, the Person designated as Depositary by the
Company pursuant to Section 301, and if at any time there is more than one such Person,
“Depositary” as used with respect to the Securities of any such series shall mean the Depositary
with respect to the Securities of such series.



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



-3-









 





     “Exchange Act” means the Securities Exchange Act of 1934 as it may be amended and any
successor act thereto.



     “Funded Debt” means all indebtedness for money borrowed 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
less than 12 months but by its terms being renewable or extendible beyond 12 months from such date
at the option of the borrower.



     “Global Security” means a Security in the form prescribed in Section 204 evidencing all or
part of a series of Securities, issued to the Depositary for such series or its nominee, and
registered in the name of such Depositary or nominee.



     “Government Obligations” has the meaning specified in Section 1304.



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



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



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



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



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



     “Officers’ Certificate” means a certificate signed by the Chairman of the Board, a Vice
Chairman of the Board, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee.
One of the officers signing an Officers’ Certificate given pursuant to Section 1004 shall be the
principal executive, financial or accounting officer of the Company.



     “Opinion of Counsel” means a written opinion of counsel, who may be an employee of the Company
or other counsel for the Company, and who shall be



-4-









 







acceptable to the Trustee. Any such Opinion of
Counsel shall not be at the expense of the Trustee.



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



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




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




     (ii) Securities for whose payment or redemption money and/or Government Obligations in
the necessary amount has been theretofore deposited with the Trustee or any Paying Agent
(other than the Company) in trust or set aside and segregated in trust by the Company (if
the Company shall act as its own Paying Agent) for the Holders of such Securities; provided
that, if such Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;
and




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


provided, however, that in determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, (i) the principal amount of an Original Issue
Discount Security that shall be deemed to be Outstanding shall be the amount of the principal
thereof that would be due and payable as of the date of such determination upon acceleration of the
Maturity thereof pursuant to Section 502 and (ii) Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall
be protected in relying upon any such request, demand, authorization, direction, notice, consent or
waiver, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities
so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.




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



     “Periodic Offering” means an offering of Securities of a series from time to time the specific
terms of which Securities, including, without limitation, the rate or rates of interest, if any,
thereon, the Stated Maturity or Maturities thereof and the redemption provisions, if any, with
respect thereto, are to be determined by the Company or its agents upon the issuance of such
Securities.



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



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



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



     “Principal Property” means any building, structure or other facility, together with the land
upon which it is erected and fixtures comprising a part thereof, used primarily for manufacturing
or processing, owned or leased by the Company or any Restricted Subsidiary of the Company and
located in the United States, the gross book value (without deduction of any depreciation reserves)
of
which on the date as of which the determination is being made exceeds 3% of Consolidated Net
Tangible Assets, other than any such building, structure or other facility or portion thereof (i)
which is a facility financed by obligations issued by a State or local governmental unit pursuant
to Section 142(a)(5),
142(a)(6), 142(a)(8) or 144(a) of the Internal Revenue Code of 1986, as
amended, or any successor provision thereof, or (ii) which, in the opinion of the Board of
Directors, is not of material importance to the total business conducted by the Company and its
Subsidiaries as an entirety.



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



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



-6-









 





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



     “Responsible Officer” 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 in each case have
direct responsibility for the administration of this Indenture.



     “Restricted Subsidiary” means a Corporation more than 50% of the outstanding voting stock of
which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by
the Company and one or more other Subsidiaries, and has substantially all of its assets located in,
or carries on substantially all of its business in, the United States of America; provided,
however, that the term “Restricted Subsidiary” shall not include any entity which is principally
engaged in leasing or in financing receivables, or which is principally engaged in financing the
Company’s operations outside the United States of America. For the purposes of this definition,
“voting stock” means stock which ordinarily has voting power for the election of directors, whether
at all times or only so long as no senior class of stock has such voting power by reason of any
contingency.



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



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



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



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



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



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



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



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



Section 102. Compliance Certificates and Opinions.




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



     Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture shall include




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




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




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




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



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Section 103. Form of Documents Delivered to Trustee.




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



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



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



Section 104. Acts of Holders; Record Dates.




     (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 an agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall be sufficient for
any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.



     Without limiting the generality of the foregoing, a Holder, including a Depositary that is a
Holder of a Global Security, may make, give or take, by a proxy, or proxies, duly appointed in
writing, any request, demand, authorization, direction, notice, consent, waiver or other action
provided in this Indenture to be made, given or taken by Holders, and a Depositary that is a Holder
of a Global Security may provide its proxy or proxies to the beneficial owners of interests in any
such Global Security.



-9-









 





     (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 such instrument or writing acknowledged to him the execution thereof. Where such execution
is by a signer acting in a capacity other than his individual capacity, such certificate or
affidavit shall also constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner which the Trustee deems sufficient.



     (c) The Company may, in the circumstances permitted by the Trust Indenture Act and other than
in the circumstances described in Section 502, fix any day as the record date for the purpose of
determining the Holders of Securities of any series entitled to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action, or to vote on any action,
authorized or permitted to be given or taken by Holders of Securities of such series. If not set
by the Company prior to the first solicitation of a Holder of Securities of such series made by any
Person in respect of any such action, or, in the case of any such vote, prior to such vote, the
record date for any such action or vote shall be the 30th day (or, if later, the date of the most
recent list of Holders required to be provided pursuant to Section 701) prior to such first
solicitation or vote, as the case may be. With regard to any record date for action to be taken by
the Holders of one or more series of Securities, only the Holders of Securities of such series on
such date (or their duly designated proxies) shall be entitled to give or take, or vote on, the
relevant action.



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



     (e) 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.



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




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




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




     (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in



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writing and mailed,
first-class postage prepaid, to the Company addressed to it at the address of its principal
office specified in the first paragraph of this instrument or at any other address
previously furnished in writing to the Trustee by the Company.



Section 106. Notice to Holders; Waiver.




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



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



Section 107. Conflict with Trust Indenture Act.




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



Section 108. Effect of Headings and Table of Contents.




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



Section 109. Successors and Assigns.




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



-11-









 





Section 110. Separability Clause.




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



Section 111. Benefits of Indenture.




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



Section 112. Governing Law.




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



Section 113. Legal Holidays.




     In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities (other than a provision of the Securities of any
series which specifically states that such provision shall apply in lieu of this Section)) payment
of interest or principal (and premium, if any) need not be made at such Place of Payment on such
date, but may be made on the next succeeding Business Day at such Place of Payment with the same
force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity;
provided that no interest shall accrue for the period from and after such Interest Payment
Date, Redemption Date or Stated Maturity, as the case may be.



ARTICLE TWO




SECURITY FORMS




Section 201. Forms Generally.




     The Securities of each series shall be in substantially the form set forth in this Article, or
in such other form as shall be established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities, as evidenced by
their execution of the Securities. If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall
be certified by the Secretary or an




-12-











 




Assistant Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication
and delivery of such Securities.




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



Section 202. Form of Face of Security.




     The Securities shall be in substantially the following form:




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



VULCAN MATERIALS COMPANY

[[                    %] [NOTE] [BOND] [DEBENTURE] DUE                                          ]

[[SERIES                     ] MEDIUM-TERM NOTE]




      



			
	No.                    
	 	$                     






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



-13-









 




Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.]



[If the Security is not to bear interest prior to Maturity, insert–The principal of this Security
shall not bear interest except in the case of a default in payment of principal upon acceleration,
upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall
bear interest at the rate of ___% per annum (to the extent that the payment of such interest
shall be legally enforceable), which shall accrue from the date of such default in payment to the
date payment of such principal has been made or duly provided for. Interest on any overdue
principal shall be payable on demand. Any such interest on any overdue principal that is not so
paid on demand shall bear interest at the rate of ___% per annum (to the extent that the payment of
such interest shall be legally enforceable), which shall accrue from the date of such demand for
payment to the date payment of such interest has been made or duly provided for, and such interest
shall also be payable on demand.]




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



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



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



-14-









 





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



Dated:




	 	 	 	 	 
	 	VULCAN MATERIALS COMPANY

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 



	 	 	 
	Attest:
	 	 
	 
	 	 
	 


	 	 






-15-









 






Section 203. Form of Reverse of Security.




     This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more
series under Senior Debt Indenture, dated as of
December 11, 2007 (herein called the “Indenture”), between the Company and Wilmington Trust
Company, as Trustee (herein called the “Trustee”, which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof [, limited in aggregate
principal amount
to               $                    ].



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



	 	 	 	 	 	 	 
	 	 	Redemption	 	 	 	Redemption
	Year	 	     Price     	 	Year	 	     Price     
	 

	 	 
	 	 
	 	 




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




     [If applicable, insert–The Securities of this series are subject to redemption upon not less
than 30 days’ notice by mail, (1) on                      in any year commencing with the year ___ and ending
with the year ___ through operation of the sinking fund for this series at the Redemption Prices
for redemption through operation of the sinking fund



-16-









 




(expressed as percentages of the principal amount) set forth in the table below, and (2) at
any time [on or after                     ], as a whole or in part, at the election of the Company, at the
Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below: If redeemed during the 12-month
period beginning                                          of the years indicated,




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

	 	 
	 	 




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




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



     [ The sinking fund for this series provides for the redemption on ___ in each year beginning
with the year ___ and ending with the year ___ of [not less than $___ (“mandatory
sinking fund”) and not more than] $___ aggregate principal amount of Securities of this
series. Securities of this series acquired or redeemed by the Company otherwise than through
[mandatory] sinking fund payments



-17-









 




may be credited against subsequent [mandatory] sinking fund payments otherwise required to be
made [in the inverse order in which they become due.]




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



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



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



     [The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness
of the Company on this Security and (b) certain restrictive covenants and the related Events of
Default, upon compliance by the Company with certain conditions set forth therein, which provisions
apply to this Security.]



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



     Except as set forth in Article Thirteen of the Indenture, no reference herein to the Indenture
and no provision of this Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of



-18-









 




and any premium and interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.




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



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



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



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



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



Section 204. Additional Provisions Required in Global Security.




     Unless otherwise specified as contemplated by Section 301, any Global Security issued
hereunder shall in addition to the provisions contained in Sections 202 and 203 bear a legend in
substantially the following form.




“THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE



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INDENTURE AND NO TRANSFER OF THIS SECURITY (EXCEPT AS A WHOLE BY THE DEPOSITARY TO
A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY MAY BE REGISTERED EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.”)




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (“DTC”), 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 SUCH NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”



Section 205. Form of Trustee’s Certificate of Authentication.




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



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



	 	 	 	 	 
	 	[Name of Trustee],

As Trustee

 	 
	 	By  	 	 
	 	 	 	 
	 	 	Authorized Officer 	 
	 



ARTICLE THREE




THE SECURITIES




Section 301. Amount Unlimited; Issuable in Series.





     The aggregate principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.



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




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




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




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




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




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




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




     (7) the period or periods within which, the price or prices at which and the terms and
conditions upon which Securities of the series may be redeemed, in whole or in part, at the
option of the Company;




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




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



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




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




     (12) whether the Securities of the series shall be issuable in whole or in part in the
form of one or more Global Securities and, in such case, the Depositary or Depositaries
with respect to such Global Security or Securities, the form of any legend or legends which
shall be borne by any such Global Security in addition to or in lieu of that in Section 204
and the circumstances under which any such Global Security may be registered for transfer
or exchange, or authenticated and delivered, in the name of a Person other than such
Depositary or its nominee, if other than as set forth in Section 305;




     (13) if other than as specified in Section 501, the events of default applicable with
respect to the Securities of the series;




     (14) any other covenant or warranty included for the benefit of Securities of the
series in addition to (and not inconsistent with) those included in this Indenture for the
benefit of Securities of all series, or any other covenant or warranty included for the
benefit of Securities of the series in lieu of any covenant or warranty included in this
Indenture for the benefit of Securities of all series, or any provision that any covenant
or warranty included in this Indenture for the benefit of Securities of all series shall
not be for the benefit of Securities of such series, or any combination of such covenants,
warranties or provisions;




     (15) any subordination provisions applicable with respect to the Securities of the
series; and




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



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



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



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     With respect to Securities of a series offered in a Periodic Offering, such Board Resolution
or action may provide general terms or parameters for Securities of such series and provide either
that the specific terms of particular Securities of such series shall be specified in a Company
Order or that such terms shall be determined by the Company or its agents in accordance with a
Company Order as contemplated by the first proviso of the third paragraph of Section 303.



Section 302. Denominations.




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



Section 303. Execution, Authentication, Delivery and Dating.




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



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



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver
such Securities; provided, however, that, with respect to Securities of a series offered in a
Periodic Offering, (a) the Trustee shall authenticate and deliver Securities of such series for
original issue from time to time, in an aggregate principal amount not exceeding the aggregate
principal amount established for such series, pursuant to a Company Order or pursuant to such other
procedures acceptable to the Trustee as may be specified from time to time by a Company Order,
(b) the maturity date or dates, original issue date or dates, currency or currency units, interest
rate or rates and any other terms of the Securities of such series shall be determined by Company
Order or pursuant to such procedures and (c) if provided for in such procedures, such Company Order
may authorize authentication and delivery pursuant to oral or electronic instructions from the
Company or its duly authorized agent or agents, which instructions shall be promptly confirmed in
writing. Any such Company Order must be received by the Trustee not later than 10:00 a.m. (Eastern
time) one Business Day prior to the proposed date for delivery of such Securities. If the form or
terms of the Securities of the



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





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




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




     (c) that such Securities, when authenticated and delivered by the Trustee and issued
by the Company in the manner and subject to any conditions specified in such Opinion of
Counsel, will constitute valid and legally binding obligations of the Company, enforceable
in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to or
affecting, creditors’ rights and to general equity principles; provided, however, that,
with respect to Securities of a series offered in a Periodic Offering, the Trustee shall be
entitled to receive such Opinion of Counsel in connection only with the first
authentication of Securities of such series and that the opinions described in clauses
(b) and (c) above may state, respectively,




     (x) that, when the terms of such Securities shall have been established
pursuant to a Company Order or pursuant to such procedures as may be specified from
time to time by a Company Order, all as contemplated by a Board Resolution or
action taken pursuant thereto, such terms will have been duly authorized by the
Company and will have been established in conformity with the provisions of this
Indenture; and




     (y) that such Securities, when (i) executed by the Company, (ii) completed,
authenticated and delivered by the Trustee in accordance with this Indenture,
(iii) issued and delivered by the Company and (iv) paid for, all in accordance with
any agreement of the Company relating to the offering, issuance and sale of such
Securities, will have been duly issued under this Indenture and will constitute
valid and legally binding obligations of the Company, entitled to the benefits
provided by the Indenture, and enforceable in accordance with their terms, subject,
as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other
laws relating to or affecting generally the enforcement of creditors’ rights and to
general principles of equity.



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     With respect to Securities of a series offered in a Periodic Offering, the Trustee may
rely, as to the authorization by the Company of any of such Securities, the form and terms
thereof and the legality, validity, binding effect and enforceability thereof, upon the
Opinion of Counsel, Company Order and other documents delivered pursuant to Sections 201
and 301 and this Section, as applicable, delivered at or prior to the first authentication
of Securities of such series unless and until such opinion or other documents have been
superseded or revoked.



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



     Notwithstanding the provisions of Section 301 and of the third paragraph of this Section 303,
if any Securities of a series are to be offered in a Periodic Offering, it shall not be necessary
to deliver the Company Order, Opinion of Counsel and other documents otherwise required pursuant to
Sections 201 and 301 and this Section at or prior to the time of authentication of each Security of
such series if such documents are delivered at or prior to the authentication upon original
issuance of the first Security of such series to be issued; provided, however, that any subsequent
request by the Company to the Trustee to authenticate Securities of such series upon original
issuance shall constitute a representation and warranty by the Company that, as of the date of such
request, the statements made in the Officers’ Certificate delivered pursuant to this Section 303
shall be true and correct as if made on such date.



     Each Security shall be dated the date of its authentication.



     No Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose unless there appears on such Security a certificate of authentication substantially
in the form provided for herein executed by the Trustee by manual signature, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such Security has been
duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing and subject, in the case of a Global Security, to Section 204, if any
Security shall have been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in
Section 309, for all purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the benefits of this
Indenture.



Section 304. Temporary Securities.




     Pending the preparation of definitive Securities of any series, the Company may execute, and
upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise



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



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



Section 305. Registration, Registration of Transfer and Exchange.




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



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



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



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



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     Every Security presented or surrendered for registration of transfer or for exchange shall (if
so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security Registrar duly
executed, by the Holder thereof or his attorney duly authorized in writing.



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



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



     Notwithstanding the foregoing, any Global Security shall be exchangeable pursuant to this
Section 305 for Securities registered in the name of Persons other than the Depositary for such
Security or its nominee only if (x) such Depositary notifies the Company that it is unwilling or
unable to continue as Depositary for such Global Security or if at any time such Depositary ceases
to be a clearing agency registered under the Exchange Act and, in either case, the Company fails to
appoint a successor Depositary registered as a clearing agency under the Exchange Act within 90
days of such event, (y) the Company executes and delivers to the Trustee a Company Order that such
Global Security shall be exchangeable or (z) there shall have occurred and be continuing an Event
of Default. Any Global Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable for Securities registered in such names as the Depositary shall direct.



     Except as provided in the preceding paragraph, any Security authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, any Global Security, whether
pursuant to this Section, Sections 304, 306, 906 or 1107 or otherwise, shall also be a Global
Security and bear the legend specified in Section 204.



     Notwithstanding any other provision of this Section, a Global Security may not be transferred
except as a whole by the Depositary to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary.



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




     If any mutilated Security is surrendered to the Trustee, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a new Security of the



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same series and of like tenor and principal amount and bearing a number not contemporaneously
outstanding.



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



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



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



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



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



Section 307. Payment of Interest; Interest Rights Preserved.




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



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



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




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



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



Section 308. Persons Deemed Owners.




     Prior to due presentment of a Security for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of



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receiving payment of principal of and any premium and (subject to Section 307) any interest on
such Security and for all other purposes whatsoever, whether or not such Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.



     Notwithstanding the foregoing, with respect to any Global Security, 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 a Depositary or impair, as
between a Depositary and holders of beneficial interests in any Global Security, the operation of
customary practices governing the exercise of the rights of the Depositary as Holder of such Global
Security.



Section 309. Cancellation.




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



Section 310. Computation of Interest.




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



ARTICLE FOUR




SATISFACTION AND DISCHARGE




Section 401. Satisfaction and Discharge of Indenture.




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




     (1) either:



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




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




     (i) have become due and payable, or




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




     (iii) are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Company,




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




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




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




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




-31-











 




Section 402. Application of Trust Money.




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



ARTICLE FIVE




REMEDIES



Section 501. Events of Default.




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




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




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




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




     (4) default in the performance, or breach, of any covenant or warranty of the Company
in this Indenture (other than a covenant or warranty a default in whose performance or
whose breach is elsewhere in this Section specifically dealt with or which has expressly
been included in this Indenture solely for the benefit of series of Securities other than
that series), and continuance of such default or breach for a period of 90 days after there
has been given, by registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of that series a written notice specifying such default or breach
and requiring it to be remedied and stating that such notice is a “Notice of Default”
hereunder; or




     (5) the entry by a court having jurisdiction in the premises of (A) a decree or order
for relief in respect of the Company in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency,



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reorganization or other similar law or
(B) a decree or order adjudging the Company a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjustment or composition of
or in respect of the Company under any applicable Federal or State law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official
of the Company or of any substantial part of its property, or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or order for relief or
any such other decree or order unstayed and in effect for a period of 60 consecutive days;
or




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




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


Section 502. Acceleration of Maturity; Rescission and Annulment.




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



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



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to the Company and the Trustee, may
rescind and annul such declaration and its consequences if




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




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




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




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




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



     and




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


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




     Upon receipt by the Trustee of any declaration of acceleration, or rescission and annulment
thereof, with respect to Securities of a series all or part of which is represented by a Global
Security, a record date shall be established for determining Holders of Outstanding Securities of
such series entitled to join in such declaration of acceleration, or rescission and annulment, as
the case may be, which record date shall be at the close business on the day the Trustee receives
such declaration of acceleration, or rescission and annulment, as the case may be. The Holders on
such record date, or their duly designated proxies, and only such Persons, shall be entitled to
join in such declaration of acceleration, or rescission and annulment, as the case may be, whether
or not such Holders remain Holders after such record date; provided, that unless such declaration
of acceleration, or rescission and annulment, as the case may be, shall have become effective by
virtue of the requisite percentage having been obtained prior to the day which is 90 days after
such record date, such declaration of acceleration, or rescission and annulment, as the case may
be, shall automatically and without further action by any Holder be canceled and of no further
effect. Nothing in this paragraph shall prevent a



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Holder, or a proxy of a Holder, from giving,
after expiration of such 90-day period, a new declaration of acceleration, or rescission or
annulment thereof, as the case may be, that is identical to a declaration of acceleration, or
rescission or annulment thereof, which has been canceled pursuant to the proviso to the preceding
sentence, in which event a new record date shall be established pursuant to the provisions of this
Section 502.


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




     The Company covenants that if




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




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


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




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


Section 504. Trustee May File Proofs of Claim.




     In case of any judicial proceeding relative to the Company (or any other obligor upon the
Securities), its property or its creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions authorized under the
Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments directly to the
Holders, to pay



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to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 607.



     No provision of this Indenture shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder thereof or to
authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.


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




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


Section 506. Application of Money Collected.




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




     FIRST: To the payment of all amounts due the Trustee and any agents appointed in
connection with the Securities under Section 607; and




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


Section 507. Limitation on Suits.




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




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



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




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




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




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


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



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




     Except as set forth in Article Thirteen hereof, the Holder of any Security shall have the
right, which is absolute and unconditional, to receive payment of the principal of and any premium
and (subject to Section 307) any interest on such Security on the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute
suit for the enforcement of any such payment, and such rights shall not be impaired without the
consent of such Holder.


Section 509. Restoration of Rights and Remedies.




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



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Section 510. Rights and Remedies Cumulative.




     Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of
any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.


Section 511. Delay or Omission Not Waiver.




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


Section 512. Control by Holders.




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




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




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



     Upon receipt by the Trustee of any such direction with respect to Securities of a series all
or part of which is represented by a Global Security, a record date shall be established for
determining Holders of Outstanding Securities of such series entitled to join in such direction,
which record date shall be at the close of business on the day the Trustee receives such direction.
The Holders on such record date, or their duly designated proxies, and only such Persons, shall be
entitled to join in such direction, whether or not such Holders remain Holders after such record
date; provided, that unless such majority in principal amount shall have been obtained prior to the
date which is 90 days after such record date, such direction shall automatically and without
further action by any Holder be canceled and of no further effect. Nothing in this paragraph shall
prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a
new direction identical to a direction which has been canceled pursuant to the



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proviso to the
preceding sentence, in which event a new record date shall be established pursuant to the
provisions of this Section 512.


Section 513. Waiver of Past Defaults.




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




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




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



     The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Persons entitled to waive any past default hereunder. If a record date is fixed,
the Holders on such record date, or their duly designated proxies, and only such Persons, shall be
entitled to waive any default hereunder, whether or not such Holders remain Holders after such
record date; provided, that unless such majority in principal amount shall have been obtained prior
to the date which is 90 days after such record date, any such waiver previously given shall
automatically and without further action by any Holder be canceled and of no further effect.



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


Section 514. Undertaking for Costs.




     In any suit for the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require
any party litigant in such suit to file an undertaking to pay the costs of such suit, and may
assess costs against any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided that neither this Section nor the Trust Indenture Act shall be deemed to
authorize any court to require such an undertaking or to make such an assessment in any suit
instituted by the Company, in any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Securities, or in any suit
instituted by any Holder for the enforcement of the payment of the principal of (or premium, if
any) or interest on any Security on or after the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on or after the Redemption Date).



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Section 515. Waiver of Stay or Extension Laws.




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



ARTICLE SIX




THE TRUSTEE



Section 601. Certain Duties and Responsibilities.




     (a) The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture
Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the performance of any
of its duties hereunder, or in the exercise of any of its rights or powers, 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. 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. Any
permissive right of the Trustee enumerated in this Indenture or provided in the Trust Indenture Act
shall not be construed as a duty. The Trustee shall not be charged with knowledge of an Event of
Default until such time as a Responsible Officer of the Trustee shall have actual knowledge or have
received written notice thereof.



     (b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments furnished to the Trustee which are specifically required to
be furnished pursuant to any provision of this Indenture, shall examine them to determine whether
they conform to the requirements of this Indenture; provided, however, that the Trustee shall not
be responsible for the accuracy or content of any resolution, certificate, statement, opinion,
report, document, order or other instrument furnished by the Company hereunder.



     (c) The Trustee shall not be liable in its individual capacity for an error of judgment made
in good faith by a Responsible Officer or other officers of the Trustee, unless it shall be proved
that the Trustee was negligent in ascertaining the pertinent facts.



     (d) The Trustee shall not be liable in its individual capacity with respect to any action
taken, suffered or omitted to be taken by it in good faith in accordance with this Indenture or at
the direction of the Holders of a majority in principal amount of the



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Outstanding Securities,
relating to the time, method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising or omitting to exercise any trust or power conferred upon the Trustee, under
this Indenture.


Section 602. Notice of Defaults.




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


Section 603. Certain Rights of Trustee.




     Subject to the provisions of Section 601:



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



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



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



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



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



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     (f) 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,
unless requested in writing to do so by Holders of a majority in principal amount of the
Outstanding Securities; provided, however, that if the payment within a reasonable time to the
Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee not assured to it by the security afforded to it by
the terms of this Indenture, the Trustee may require indemnity satisfactory to the Trustee against
such cost, expense or liability as a condition to taking any such action. The reasonable expense
of every such examination shall be paid by the Company or, if paid by the Trustee, shall be repaid
by the Company upon demand from the Company’s own funds;



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



     (h) the Trustee shall not be personally liable for any action taken, suffered or omitted by it
in good faith and believed by it to be authorized or within the discretion or rights or powers
conferred upon it by this Indenture.


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




     The recitals contained herein and in the Securities, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Company, and the Trustee or any
Authenticating Agent assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Securities. The
Trustee or any Authenticating Agent shall not be accountable for the use or application by the
Company of Securities or the proceeds thereof.


Section 605. May Hold Securities.




     The Trustee, any Authenticating Agents, any Paying Agent, any Security Registrar or any other
agent of the Company, in its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Sections 608 and 613, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar
or such other agent.


Section 606. Money Held in Trust.




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



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Section 607. Compensation and Reimbursement.




     The Company agrees




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




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




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



     Anything in this Indenture to the contrary notwithstanding, in no event shall the Trustee be
liable for special, indirect or consequential loss or damage of any kind whatsoever (including but
not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss
or damage and regardless of the form of action.



     The obligations of the Company under this Section 607 shall survive the resignation and
removal of the Trustee, payment of the Securities and termination of this Indenture.


Section 608. Disqualification; Conflicting Interests.




     If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the
manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.


Section 609. Corporate Trustee Required; Eligibility.




     There shall at all times be a Trustee hereunder which shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at
least $50,000,000 subject to supervision or examination by Federal or State authority and having
its Corporate Trust Office in the United States of America. If such



-43-









 







Person publishes reports of
condition at least annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital and surplus of
such Person shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.


Section 610. Resignation and Removal; Appointment of Successor.




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



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



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



     (d) If at any time:




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




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




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


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


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 the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.




     (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to the Securities of one or more
series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees
with respect to the Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of such series and
that at any time there shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 611. If, within one year
after such resignation, removal or incapability, or the occurrence of such vacancy, a successor
Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Securities of such series delivered to the Company
and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section 611, become the
successor Trustee with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities
of any series shall have been so appointed by the Company or the Holders and accepted appointment
in the manner required by Section 611, any Holder who has been a bona fide Holder of a Security of
such series for at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.



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


Section 611. Acceptance of Appointment by Successor.




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



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     (b) In case of the appointment hereunder of a successor Trustee with respect to the Securities
of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee
with respect to the Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment and which (1)
shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those
series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring
Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute
such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust
or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided therein and each such
successor Trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on request of the
Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee hereunder with respect
to the Securities of that or those series to which the appointment of such successor Trustee
relates.



     (c) Upon the reasonable request of any such successor Trustee, the Company shall execute any
and all instruments for more fully and certainly vesting in and confirming to such successor
Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as
the case may be.



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


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




     Any Corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any Corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any Corporation succeeding to all or substantially all the
corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided
such Corporation shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the parties hereto. In
case any Securities shall have been



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authenticated, but not delivered, by the Trustee then in
office, any successor by merger, conversion or consolidation to such authenticating Trustee may
adopt such authentication and deliver the Securities so authenticated with the same effect as if
such successor Trustee had itself authenticated such Securities.


Section 613. Preferential Collection of Claims Against Company.




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


Section 614. Appointment of Authenticating Agent.




     The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series
of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities
of such series issued upon original issue and upon exchange, registration of transfer or partial
redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee’s certificate of
authentication, such reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a Corporation organized and doing business under the laws of the
United States of America, any State thereof or the District of Columbia, authorized under such laws
to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000
and subject to supervision or examination by Federal or State authority. If such Authenticating
Agent publishes reports of condition at least annually, pursuant to law or to the requirements of
said supervising or examining authority, then for the purposes of this Section, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the effect specified in
this Section.



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



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



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



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



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



	 	 	 	 	 	 	 	 	 
	 

	 	By:
	 	 	,	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	As Trustee	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	 	,	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	As Authenticating Agent	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 	 	,	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Authorized Officer	 	 	 	 






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ARTICLE SEVEN




HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY



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




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




     (a)
semi-annually, not more than 15 days after the Regular Record
Date, a list, in such form as the Trustee may reasonably require, of
the names and addresses of the Holders of Securities as of such Regular
Record Date, and




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


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



Section 702. Preservation of Information; Communications to Holders.




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



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



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


Section 703. Reports by Trustee.




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



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


Section 704. Reports by Company.




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



ARTICLE EIGHT




CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE



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




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




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




     (2) immediately after giving effect to such transaction and treating any indebtedness
which becomes an obligation of the Company or a Subsidiary as a result of such transaction
as having been incurred by the Company or such Subsidiary at the time of such transaction,
no Event of Default, and no event which, after notice or lapse of time or both, would
become an Event of Default, shall have happened and be continuing;



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




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


This Section 801 shall not apply to sale, assignment, transfer, conveyance or other disposition of
assets between or among the Company and any Restricted Subsidiary.



Section 802. Successor Substituted.




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



ARTICLE NINE




SUPPLEMENTAL INDENTURES



Section 901. Supplemental Indentures Without Consent of Holders.




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




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



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




     (3) to add any additional Events of Default; or




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




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




     (6) to secure the Securities; or




     (7) to establish the form or terms of Securities of any series as permitted by
Sections 201 and 301; or




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




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


Section 902. Supplemental Indentures with Consent of Holders.




     With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any
 manner or eliminating any of the provisions of this Indenture or of modifying in




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any manner the rights of the Holders of Securities of such series under this Indenture;
provided, however, that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,





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




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




     (3) modify any of the provisions of this Section, Section 513 or Section 1008, except
to increase any such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each
Outstanding Security affected thereby; provided, however, that this clause shall not be
deemed to require the consent of any Holder with respect to changes in the references to
“the Trustee” and concomitant changes in this Section and Section 1008, or the deletion of
this proviso, in accordance with the requirements of Sections 611(b) and 901(8).


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




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



Section 903.
Execution of Supplemental Indentures.




     In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by this Indenture, the
Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of



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such supplemental indenture is authorized or permitted by this Indenture. The Trustee may,
but shall not be obligated to, enter into any such supplemental indenture which affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise.




Section 904.
Effect of Supplemental Indentures.




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



Section 905.
Conformity with Trust Indenture Act.




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



Section 906.
Reference in Securities to Supplemental Indentures.




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



ARTICLE TEN




COVENANTS




Section 1001. Payment of Principal, Premium and Interest.




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



Section 1002. Maintenance of Office or Agency.




     The Company will maintain in each Place of Payment for any series of Securities an office or
agency where Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities of that series and this
Indenture may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with
the address thereof, such



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presentations, surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.




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



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




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



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



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



     The Company may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay,
to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such



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payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.




     Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of or any premium or interest on any Security of any series
and remaining unclaimed for two years after such principal, premium or interest has become due and
payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before
being required to make any such repayment, may at the expense of the Company cause to be published
once, in a newspaper published in the English language, customarily published on each Business Day
and of general circulation in the Borough of Manhattan, The City of New York, notice that such
money remains unclaimed and that, after a date specified therein, which shall not be less than 30
days from the date of such publication, any unclaimed balance of such money then remaining will be
repaid to the Company.



Section 1004. Statement by Officers as to Default.




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



Section 1005. Existence.




     So long as any of the Securities remain unpaid, the Company will at all times (except as
otherwise provided or permitted elsewhere in this Indenture) do or cause to be done all things
necessary to preserve and keep in full force and effect its existence as a Corporation.



Section 1006. Restrictions on Secured Debt.




     The Company will not itself, and will not permit any Restricted Subsidiary to, incur, issue,
assume or guarantee any notes, bonds, debentures or other similar evidences of indebtedness for
money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money
borrowed being hereinafter in this Article called “Debt”), secured by pledge of, or mortgage or
other lien on, any Principal Property of the Company or any Restricted Subsidiary, or any shares of
stock or Debt of any Restricted Subsidiary (pledges, mortgages and other liens being hereinafter in
this Article called



-56-









 




“Mortgage” or “Mortgages”), without effectively providing that the Securities of each series
then Outstanding (together with, if the Company shall so determine, any other Debt of the Company
or such Subsidiary then existing or thereafter created which is not subordinate to the Securities
of each series then Outstanding) shall be secured equally and ratably with (or prior to) such
secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect
thereto, the aggregate amount of all such secured Debt plus all Attributable Debt of the Company
and its Restricted Subsidiaries in respect of sale and leaseback transactions (as defined in
Section 1007) would not exceed 15% of Consolidated Net Tangible Assets; provided, however, that
this Section shall not apply to, and there shall be excluded from secured Debt in any computation
under this Section, Debt secured by:





     (1) Mortgages on property of, or on any shares of stock or Debt of, any Person
existing at the time such Person becomes a Restricted Subsidiary or with respect to a
particular series of the Securities, liens existing as of the time such Securities are
first issued;




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




     (3) Mortgages in favor of the United States of America, or any agency, department or
other instrumentality thereof, or other government or governmental entity, to secure
progress, advance or other payments pursuant to any contract or provision of any statute or
regulation;




     (4) Mortgages on property, shares of stock or Debt existing at the time of acquisition
thereof (including acquisition through merger or consolidation) or to secure the payment of
all or any part of the purchase price or construction or improvement cost thereof or to
secure any Debt incurred prior to, at the time of, or within one year after, the
acquisition of such property or shares or Debt or the completion of any such construction
on or improvement of the property and commencement of full operation thereof for the
purpose of financing all or any part of the purchase price or construction or improvement
cost thereof;




     (5) Mortgages securing all of the Securities; and




     (6) any extension, renewal or replacement (or successive extensions, renewals or
replacements), as a whole or in part, of any Mortgage referred to in the foregoing clauses
(1) to (5), inclusive; provided, that such extension, renewal or replacement Mortgage shall
be limited to all or a part of the same property, shares of stock or Debt that secured the
Mortgage extended, renewed or replaced (plus improvements on such property); and, provided,
further, in the event that Debt secured by a Mortgage is increased as a result of any
extension, renewal or replacement described above, the increased amount of such Debt, and
only such increased amount, shall be included in secured Debt in any computation under this
Section.



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Section 1007. Limitations on Sales and Leasebacks.




     The Company will not itself, and it will not permit any Restricted Subsidiary to, enter into
any arrangement with any bank, insurance company or other lender or investor (not including the
Company or any Restricted Subsidiary) or to which any such lender or investor is a party, providing
for the leasing by the Company or a Restricted Subsidiary for a period, including renewals, in
excess of three years (except for such arrangements that the Company or such Restricted Subsidiary may terminate within
three years) of any Principal Property which has been or is to be sold or transferred, more than
one year after the acquisition, construction, improvement and commencement of full operation
thereof, by the Company or any Restricted Subsidiary to such lender or investor or to any Person to
whom funds have been or are to be advanced by such lender or investor on the security of such
Principal Property (herein referred to as a “sale and leaseback transaction”) unless either:




     (1) the Company or such Restricted Subsidiary could create Debt secured by a Mortgage
pursuant to Section 1006 on the Principal Property to be leased back in an amount equal to
the Attributable Debt with respect to such sale and leaseback transaction without equally
and ratably securing the Securities of each series, or




     (2) the Company or any Restricted Subsidiary within one year after the sale or
transfer shall have been made by the Company or a Restricted Subsidiary, applies an amount
not less than the greater of (i) the net proceeds of the sale of the Principal Property
sold and leased back pursuant to such arrangement; or (ii) the fair market value of the
Principal Property so sold and leased back at the time of entering into such arrangement
(as determined by any two of the following: the Chairman or a Vice Chairman of the Board
of Directors of the Company, its President, any Vice President of the Company, its
Treasurer and its Comptroller) to (a) the purchase, construction or improvement of other
property used or useful in the business of, or other capital expenditure by, the Company or
of any of its Restricted Subsidiaries or (b) the retirement of Funded Debt, or the
prepayment of any capital lease obligation, of the Company or any Restricted Subsidiary;
provided, that the amount to be applied to the retirement of Funded Debt or the prepayment
of any capital lease obligation of the Company or any Restricted Subsidiary shall be
reduced by (x) the principal amount of any Securities delivered within one year after such
sale to the Trustee for retirement and cancellation, and (y) the principal amount of Funded
Debt, other than Securities, voluntarily retired by the Company or any Restricted
Subsidiary within one year after such sale. Notwithstanding the foregoing, no retirement
referred to in this clause (2) may be effected by payment at maturity or pursuant to any
mandatory sinking fund payment or mandatory prepayment provision, or




     (3) as to any particular series of Securities, sale and leaseback transactions
existing on the date that Securities of such series are first issued.



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Section 1008. Waiver of Certain Covenants.




     The Company may omit in any particular instance to comply with any term, provision or
condition set forth in Sections 1006 and 1007 with respect to the Securities of any series if
before the time for such compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance
in such instance or generally waive compliance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations of the Company and
the duties of the Trustee in respect of any such term, provision or condition shall remain in full
force and effect.



ARTICLE ELEVEN




REDEMPTION OF SECURITIES




Section 1101. Applicability of Article.




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



Section 1102. Election to Redeem; Notice to Trustee.




     The election of the Company to redeem any Securities shall be evidenced by a Board Resolution.
In case of any redemption at the election of the Company of less than all the Securities of any
series, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date, of the principal amount of Securities of such series to be redeemed (or if any of
the Securities of that series are Original Issue Discount Securities, such portion of the principal
amount of such Securities as may be specified in the terms thereof) and, if applicable, of the
tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate
evidencing compliance with such restriction.



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




     If less than all the Securities of any series are to be redeemed (unless all of the Securities
of such series and of a specified tenor are to be redeemed), the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from
the Outstanding Securities of such series not previously called for redemption, and shall be made
pro rata, by lot or by such method as the Trustee shall deem fair and appropriate and which may
provide for the selection for



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redemption of portions (equal to the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for Securities of that series. If
less than all of the Securities of such series and of a specified tenor are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor
not previously called for redemption in accordance with the preceding sentence.




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



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



Section 1104. Notice of Redemption.




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



     All notices of redemption shall state:




     (1) the Redemption Date,




     (2) the Redemption Price and accrued interest, if any,




     (3) if less than all the Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption of any Securities, the principal
amounts) of the particular Securities to be redeemed,




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




     (5) the place or places where such Securities are to be surrendered for payment of the
Redemption Price and accrued interest, if any, and




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



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



Section 1105. Deposit of Redemption Price.




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



Section 1106. Securities Payable on Redemption Date.




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



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



Section 1107. Securities Redeemed in Part.




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



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ARTICLE TWELVE




SINKING FUNDS




Section 1201. Applicability of Article.




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



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



Section 1202. Satisfaction of Sinking Fund Payments with Securities.




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



Section 1203. Redemption of Securities for Sinking Fund.




     Not less than 60 days prior to each sinking fund payment date for any series of Securities,
the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next
ensuing sinking fund payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which
is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1202
and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days
before each such sinking fund payment date the Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company in the manner
provided in



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Section 1104. Such notice having been duly given, the redemption of such Securities shall be
made upon the terms and in the manner stated in Sections 1106 and 1107.




ARTICLE THIRTEEN




DEFEASANCE AND COVENANT DEFEASANCE




Section 1301. Applicability of Article; Company’s Option to Effect Defeasance or Covenant
Defeasance.




     If pursuant to Section 301 provision is made for either or both of (a) defeasance of the
Securities of a series under Section 1302 or (b) covenant defeasance of the Securities of a series
under Section 1303, then the provisions of such Sections, as the case may be, together with the
other provisions of this Article Thirteen, shall be applicable to the Securities of such series,
and the Company may at its option by Board Resolution, at any time, with respect to the Securities
of such series, elect to have either Section 1302 (if applicable) or Section 1303 (if applicable)
be applied to the Outstanding Securities of such series upon compliance with the applicable
conditions set forth below in this Article Thirteen.



Section 1302. Defeasance and Discharge.




     Upon the Company’s exercise of the option provided in Section 1301 to defease the Outstanding
Securities of a particular series, the Company shall be discharged from its obligations with
respect to the Outstanding Securities of such series on the date the applicable conditions set
forth in Section 1304 are satisfied (hereinafter, “defeasance”). Defeasance shall mean that the
Company shall be deemed to have paid and discharged the entire indebtedness represented by the
Outstanding Securities of such series and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the same); provided,
however, that the following rights, obligations, powers, trusts, duties and immunities shall
survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of
Outstanding Securities of such series to receive, solely from the trust fund provided for in
Section 1304, payments in respect of the principal of and any premium and interest on such
Securities when such payment, are due, (B) the Company’s obligations with respect to such
Securities under Sections 304, 305, 306, 1002 and 1003, (C) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and (D) this Article Thirteen. Subject to compliance with this
Article Thirteen, the Company may exercise its option with respect to defeasance under this
Section 1302 notwithstanding the prior exercise of its option with respect to covenant defeasance
under Section 1303 in regard to the Securities of such series.



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Section 1303. Covenant Defeasance.




     Upon the Company’s exercise of the option provided in Section 1301 to obtain a covenant
defeasance with respect to the Outstanding Securities of a particular series, the Company shall be
released from its obligations under Sections 704, 1006 and 1007 and Article Eight and any
additional covenants specified in any indenture supplemental hereto with respect to the Outstanding
Securities of such series on and after the date the applicable conditions set forth in Section 1304
are satisfied (hereinafter, “covenant defeasance”). Covenant defeasance shall mean that, with
respect to the Outstanding Securities of such series, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in Sections 704, 1006
and 1007 and Article Eight and any additional covenants specified in any indenture supplemental
hereto, whether directly or indirectly by reason of any reference elsewhere herein to any such
Section or Article or by reason of any reference in any such Section or Article to any other
provision herein or in any other document, and such omission to comply shall not constitute an
Event of Default under Section 501(4) with respect to Outstanding Securities of such series, and
the remainder of this Indenture and of the Securities of such series shall be unaffected thereby.



Section 1304. Conditions to Defeasance or Covenant Defeasance.




     The following shall be conditions to defeasance under Section 1302 and covenant defeasance
under Section 1303 with respect to the Outstanding Securities of a particular series:




     (1) the Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 609 who shall agree to
comply with the provisions of this Article Thirteen applicable to it) as trust funds in
trust for the purpose of making the following payments, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of such Securities, (A) money in
an amount, or (B) Government Obligations which through the scheduled payment of principal
and interest in respect thereof in accordance with their terms will provide, not later than
the due date of any payment, money in an amount, or (C) a combination thereof, sufficient,
in the opinion of a nationally recognized firm of independent public accountants expressed
in a written certification thereof delivered to the Trustee, to pay and discharge, and
which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge,
(i) the principal of and any premium and each installment of principal of and any premium
and interest on the Outstanding Securities of such series on the Stated Maturity of such
principal or installment of principal or interest and (ii) any mandatory sinking fund
payments or analogous payments applicable to the Outstanding Securities of such series on
the day on which such payments are due and payable in accordance with the terms of this
Indenture and of such Securities. For this purpose, “Government Obligations” means
securities that are (x) direct obligations of the United States of America the



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payment of which its full faith and credit is pledged or (y) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of the United States
of America the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which, in either case, are not callable or
redeemable at the option of the issuer thereof, and shall also include a depository receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended)
as custodian with respect to any such Government Obligation or a specific payment of
principal of or interest on any such Government Obligation held by such custodian for the
account of the holder of such depository receipt; provided that (except as required by
law), such custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in respect of
such Government Obligation or the specific payment of principal of or interest on such
Government Obligation evidenced by such depository receipt.




     (2) No Event of Default or event which, with notice or lapse of time or both, would
become an Event of Default with respect to the Securities of such series shall have
occurred and be continuing on the date of such deposit or, insofar as subsections 501(5)
and (6) are concerned, at any time during the period ending on the 91st day after the date
of such deposit (it being understood that this condition shall not be deemed satisfied
until the expiration of such period).




     (3) Such defeasance or covenant defeasance shall not result in a breach or violation
of, or constitute a default under, this Indenture or any other material agreement or
instrument to which the Company is a party or by which it is bound.




     (4) In the case of an election with respect to Section 1302, the Company shall have
delivered to the Trustee an Opinion of Counsel stating that (x) the Company has received
from the Internal Revenue Service a private letter ruling or there has been published by
the Internal Revenue Service a revenue ruling pertaining to a comparable form of
transaction, or (y) since the date of this Indenture there has been a change in the
applicable federal income tax law, in either case to the effect that, and based thereon
such opinion shall confirm that, the Holders of the Outstanding Securities of such series
will not recognize income, gain or loss for Federal income tax purposes as a result of such
defeasance and will be subject to Federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such defeasance had not
occurred.




     (5) In the case of an election with respect to Section 1303, the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the
Outstanding Securities of such series will not recognize income, gain or loss for Federal
income tax purposes as a result of such covenant defeasance and will be subject to Federal
income tax on the same amounts, in the



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same manner and at the same times as would have been the case if such covenant
defeasance had not occurred.




     (6) Such defeasance or covenant defeasance shall be effected in compliance with any
additional terms, conditions or limitations which may be imposed on the Company in
connection therewith pursuant to Section 301.




     (7) The Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for relating to
either the defeasance under Section 1302 or the covenant defeasance under Section 1303 (as
the case may be) have been complied with.



Section 1305. Deposited Money and Government Obligations to be Held in Trust; Other Miscellaneous
Provisions.




     Subject to the provisions of the last paragraph of Section 1003, all money and Government
Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee collectively for purposes of this Section 1305, the “Trustee”) pursuant to Section 1304 in
respect of the Outstanding Securities of a particular series shall be held in trust and applied by
the Trustee, in accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and
to become due thereon in respect of principal (and premium, if any) and interest, but such money
need not be segregated from other funds except to the extent required by law.



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



     Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver
or pay to the Company from time to time upon Company Request any money or Government Obligations
held by it as provided in Section 1304 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be deposited for the
purpose for which such money or Government Obligations were deposited.



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



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     IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed and attested, as of
the day and year first above written.



	 	 	 	 	 	 
	 	 	VULCAN MATERIALS COMPANY

 	 
	 	 	By:  	/s/
Daniel F. Sansone	 
	 	 	 	Daniel F. Sansone	 
	 	 	 	Senior Vice President and
Chief Financial Officer	 
	Attest:	 	 	 	 	 
	 	 	 	 	 
	/s/
Jerry F. Perkins, Jr.	 	 	 	 	 
	Jerry F. Perkins, Jr.	 	 	 	 	 
	Secretary	 	 	 	 	 
	 




 












 











	 	 	 	 	 	 
	 	 	WILMINGTON TRUST COMPANY

 	 
	 	 	By:  	/s/ Michael G. Oller, Jr.	 
	 	 	 	Michael G. Oller, Jr.	 
	 	 	 	Senior Financial Services Officer