Exhibit 4.1


 


 


 


 


 


McCORMICK & COMPANY, INCORPORATED,


 


as Issuer,


 


and


 


THE BANK OF NEW YORK,


 


as Trustee


 


INDENTURE


 


Dated as of December 7, 2007


 

















 


Reconciliation and tie between Trust
Indenture Act of


1939 and Indenture, dated as of December 7, 2007


 


	
  Trust
  Indenture Act Section

  	
   

  	
  Indenture
  Section

  
	
  § 310(a)(1)

  	
   

  	
  6.9

  
	
           (a)(2)

  	
   

  	
  6.9

  
	
           (a)(3)

  	
   

  	
  Not Applicable

  
	
           (a)(4)

  	
   

  	
  Not Applicable

  
	
           (a)(5)

  	
   

  	
  6.9

  
	
           (b)

  	
   

  	
  6.8, 6.10

  
	
  § 311(a)

  	
   

  	
  6.13(a)

  
	
           (b)

  	
   

  	
  6.13(b)

  
	
           (b)(2)

  	
   

  	
  7.3(a)(2), 7.3(b)

  
	
  § 312(a)

  	
   

  	
  7.1, 7.2(a)

  
	
           (b)

  	
   

  	
  7.2(b)

  
	
           (c)

  	
   

  	
  7.2(c)

  
	
  § 313(a)

  	
   

  	
  7.3(a)

  
	
           (b)

  	
   

  	
  7.3(b)

  
	
           (c)

  	
   

  	
  7.3(a), 7.3(b)

  
	
           (d)

  	
   

  	
  7.3(c)

  
	
  § 314(a)

  	
   

  	
  7.4

  
	
           (b)

  	
   

  	
  Not Applicable

  
	
           (c)(1)

  	
   

  	
  1.2

  
	
           (c)(2)

  	
   

  	
  1.2

  
	
           (c)(3)

  	
   

  	
  Not Applicable

  
	
           (d)

  	
   

  	
  Not Applicable

  
	
           (e)

  	
   

  	
  1.2

  
	
  § 315(a)

  	
   

  	
  6.1(a)

  
	
           (b)

  	
   

  	
  6.2, 7.3(a) (6)

  
	
           (c)

  	
   

  	
  6.1(b)

  
	
           (d)

  	
   

  	
  6.1(c)

  
	
           (d)(1)

  	
   

  	
  6.1(a) (1)

  
	
           (d)(2)

  	
   

  	
  6.1(c) (2)

  
	
           (d)(3)

  	
   

  	
  6.1(c) (3)

  
	
           (e)

  	
   

  	
  5.14

  
	
  § 316(a)(1)

  	
   

  	
  1.1

  
	
           (a)(1)(A)

  	
   

  	
  5.2, 5.12

  
	
           (a)(1)(B)

  	
   

  	
  5.13

  
	
           (a)(2)

  	
   

  	
  Not Applicable

  
	
           (b)

  	
   

  	
  5.8

  
	
  § 317(a)(1)

  	
   

  	
  5.3

  
	
           (a)(2)

  	
   

  	
  5.4

  
	
           (b)

  	
   

  	
  10.3

  
	
  § 318(a)

  	
   

  	
  1.7

  







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


 

















 


TABLE OF
CONTENTS (1)


 


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL
  APPLICATION

  	
  1

  
	
  Section 1.1 Definitions.

  	
  1

  
	
  Section 1.2 Compliance
  Certificates and Opinions.

  	
  6

  
	
  Section 1.3 Form of
  Documents Delivered to Trustee.

  	
  7

  
	
  Section 1.4 Acts of Holders.

  	
  7

  
	
  Section 1.5 Notices, etc. to
  Trustee and Company.

  	
  7

  
	
  Section 1.6 Notice to
  Holders; Waiver.

  	
  8

  
	
  Section 1.7 Conflict with
  Trust Indenture Act.

  	
  8

  
	
  Section 1.8 Effect of
  Headings and Table of Contents.

  	
  8

  
	
  Section 1.9 Successors and
  Assigns.

  	
  8

  
	
  Section 1.10
  Separability Clause.

  	
  8

  
	
  Section 1.11 Benefits of
  Indenture.

  	
  8

  
	
  Section 1.12 Governing Law.

  	
  9

  
	
  Section 1.13 Legal Holidays.

  	
  9

  
	
  Section 1.14 Certain Matters
  Relating to Currencies.

  	
  9

  
	
  Section 1.15 Force Majeure.

  	
  9

  
	
  ARTICLE II SECURITY FORMS

  	
  9

  
	
  Section 2.1 Forms Generally.

  	
  9

  
	
  Section 2.2 Form of
  Trustee’s Certificate of Authentication.

  	
  10

  
	
  ARTICLE III THE SECURITIES

  	
  10

  
	
  Section 3.1 Amount
  Unlimited; Issuable in Series.

  	
  10

  
	
  Section 3.2 Denominations.

  	
  12

  
	
  Section 3.3 Execution,
  Authentication, Delivery and Dating.

  	
  12

  
	
  Section 3.4 Temporary
  Securities.

  	
  13

  
	
  Section 3.5 Registration,
  Registration of Transfer and Exchange.

  	
  13

  
	
  Section 3.6 Mutilated,
  Destroyed, Lost and Stolen Securities.

  	
  14

  
	
  Section 3.7 Payment of
  Interest; Interest Rights Preserved.

  	
  14

  
	
  Section 3.8 Persons Deemed
  Owners.

  	
  15

  
	
  Section 3.9 Cancellation.

  	
  15

  
	
  Section 3.10
  Computation of Interest.

  	
  15

  
	
  Section 3.11 Global
  Securities.

  	
  16

  
	
  Section 3.12 CUSIP Numbers.

  	
  17

  
	
  ARTICLE IV SATISFACTION AND DISCHARGE

  	
  17

  
	
  Section 4.1 Satisfaction and
  Discharge of Securities of any Series.

  	
  17

  
	
  Section 4.2 Application of
  Trust Money.

  	
  19

  
	
  Section 4.3 Satisfaction and
  Discharge of Indenture.

  	
  19

  
	
  Section 4.4
  Reinstatement.

  	
  19

  
	
  ARTICLE V REMEDIES

  	
  20

  
	
  Section 5.1 Events of
  Default.

  	
  20

  
	
  Section 5.2 Acceleration of
  Maturity; Rescission and Annulment.

  	
  21

  
	
  Section 5.3 Collection of
  Indebtedness and Suits for Enforcement by Trustee.

  	
  21

  
	
  Section 5.4 Trustee May File
  Proofs of Claim.

  	
  22

  
	
  Section 5.5 Trustee May
  Enforce Claims Without Possession of Securities.

  	
  22

  
	
  Section 5.6 Application of
  Money Collected.

  	
  22

  
	
  Section 5.7 Limitation on
  Suits.

  	
  23

  
	
  Section 5.8 Unconditional
  Right of Holders to Receive Principal, Premium and Interest.

  	
  23

  
	
  Section 5.9 Restoration of
  Rights and Remedies.

  	
  23

  
	
  Section 5.10 Rights and
  Remedies Cumulative.

  	
  24

  
	
  Section 5.11 Delay or
  Omission Not Waiver.

  	
  24

  
	
  Section 5.12 Control by
  Holders.

  	
  24

  
	
  Section 5.13 Waiver of Past
  Defaults.

  	
  24

  
	
  Section 5.14 Undertaking for
  Costs.

  	
  24

  
	
  Section 5.15 Waiver of Stay
  or Extension Laws.

  	
  25

  



 


i

















 


	
  ARTICLE VI THE TRUSTEE

  	
  25

  
	
  Section 6.1 Certain Duties
  and Responsibilities.

  	
  25

  
	
  Section 6.2 Notice of
  Defaults.

  	
  26

  
	
  Section 6.3 Certain Rights
  of Trustee.

  	
  26

  
	
  Section 6.4 Not Responsible
  for Recitals or Issuance of Securities.

  	
  27

  
	
  Section 6.5 May Hold
  Securities.

  	
  27

  
	
  Section 6.6 Money Held in
  Trust.

  	
  27

  
	
  Section 6.7 Compensation and
  Reimbursement.

  	
  27

  
	
  Section 6.8 Qualification of
  Trustee; Conflicting Interests.

  	
  28

  
	
  Section 6.9 Corporate
  Trustee Required; Eligibility.

  	
  28

  
	
  Section 6.10 Resignation and
  Removal; Appointment of Successor.

  	
  29

  
	
  Section 6.11 Acceptance of
  Appointment by Successor.

  	
  30

  
	
  Section 6.12 Merger,
  Conversion, Consolidation or Succession to Business.

  	
  30

  
	
  Section 6.13 Preferential
  Collection of Claims Against Company.

  	
  31

  
	
  Section 6.14 Appointment of
  Authenticating Agent.

  	
  31

  
	
  ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND
  COMPANY

  	
  32

  
	
  Section 7.1 Company to
  Furnish Trustee Names and Addresses of Holders.

  	
  32

  
	
  Section 7.2 Preservation of
  Information; Communications to Holders.

  	
  32

  
	
  Section 7.3 Reports by
  Trustee.

  	
  33

  
	
  Section 7.4 Reports by
  Company.

  	
  33

  
	
  ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR
  LEASE

  	
  34

  
	
  Section 8.1 Company May
  Consolidate, etc., Only on Certain Terms.

  	
  34

  
	
  Section 8.2 Successor
  Corporation Substituted.

  	
  35

  
	
  Section 8.3 Officers’
  Certificate and Opinion of Counsel.

  	
  35

  
	
  ARTICLE IX SUPPLEMENTAL INDENTURES

  	
  35

  
	
  Section 9.1 Supplemental
  Indentures Without Consent of Holders.

  	
  35

  
	
  Section 9.2 Supplemental
  Indentures with Consent of Holders.

  	
  35

  
	
  Section 9.3 Execution of
  Supplemental Indentures.

  	
  36

  
	
  Section 9.4 Effect of
  Supplemental Indentures.

  	
  37

  
	
  Section 9.5 Conformity with
  Trust Indenture Act.

  	
  37

  
	
  Section 9.6 Reference in
  Securities to Supplemental Indentures.

  	
  37

  
	
  ARTICLE X COVENANTS

  	
  37

  
	
  Section 10.1 Payment of
  Principal, Premium and Interest.

  	
  37

  
	
  Section 10.2 Maintenance of
  Office or Agency.

  	
  37

  
	
  Section 10.3 Money for
  Security Payments to be Held in Trust.

  	
  38

  
	
  Section 10.4 Corporate
  Existence.

  	
  39

  
	
  Section 10.5 Maintenance of
  Properties.

  	
  39

  
	
  Section 10.6 Payment of
  Taxes and Other Claims.

  	
  39

  
	
  Section 10.7 Limitations on
  Liens.

  	
  39

  
	
  Section 10.8 Limitations on
  Sale and Leaseback.

  	
  40

  
	
  Section 10.9 Statements by
  Officers as to Compliance and Default.

  	
  41

  
	
  Section 10.10 Waiver of
  Certain Covenants.

  	
  41

  
	
  Section 10.11 Defeasance of
  Certain Obligations.

  	
  41

  
	
  ARTICLE XI REDEMPTION OF SECURITIES

  	
  42

  
	
  Section 11.1 Applicability
  of Article.

  	
  42

  
	
  Section 11.2 Election to Redeem;
  Notice to Trustee.

  	
  42

  
	
  Section 11.3 Selection by
  Trustee of Securities to be Redeemed.

  	
  42

  
	
  Section 11.4 Notice of
  Redemption.

  	
  43

  
	
  Section 11.5 Deposit of
  Redemption Price.

  	
  43

  
	
  Section 11.6 Securities
  Payable on Redemption Date.

  	
  44

  
	
  Section 11.7 Securities
  Redeemed in Part.

  	
  44

  



 


ii

















 


	
  ARTICLE XII SINKING FUNDS

  	
  44

  
	
  Section 12.1
  Applicability of Article.

  	
  44

  
	
  Section 12.2
  Satisfaction of Sinking Fund Payments with Securities.

  	
  44

  
	
  Section 12.3
  Redemption of Securities for Sinking Fund.

  	
  45

  



 


 






(1)           Note: This table of
contents shall not, for any purpose, be deemed to be a part of this Indenture.


 


iii












 


                INDENTURE,
dated as of December 7,
2007, between McCORMICK & COMPANY, INCORPORATED, a Maryland
corporation (the “Company”), and THE BANK OF NEW YORK, a New York banking
corporation, as trustee (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 have been done to make this Indenture a valid agreement of the
Company, in accordance with its terms.


 


                NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE I



DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


Section 1.1 
Definitions.


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


 


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


 


                (b)           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;


 


                (c)           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 this Indenture; and


 


                (d)           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 1.4.


 


                “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”
with respect to any sale leaseback transaction restricted by Section 10.8
means the lesser of (i) the total net amount of rent required to be paid
during the remaining base term of the related lease or until the earliest date
on which the lessee may terminate such lease upon payment of a penalty or a
lump-sum termination payment (in which case the total net rent shall include
such penalty or termination payment), discounted


 


 


1

















 


at the weighted average interest rate borne by the Outstanding
Securities, compounded semi-annually, or (ii) the sale price of the
property so leased multiplied by a fraction, the numerator of which is the
remaining base term of the related lease and the denominator of which is the
base term of such lease.


 


                “Authenticating
Agent” means any Person authorized by the Trustee to act on behalf of the Trustee
to authenticate Securities.


 


                “Beneficial Owner”
means, with respect to Global Securities, the Person who is the beneficial
owner of such Securities as reflected on the books of the Depositary for such
Securities or on the books of a Person maintaining an account with such
Depositary (directly or as an indirect participant, in accordance with the
rules of such Depositary).


 


                “Board of
Directors” means either the board of directors of the Company, as the case may
be, or any duly authorized committee of that board.


 


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


 


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


 


                “Certificate of a
Firm of Independent Public Accountants” means a certificate signed by any firm
of independent public accountants of recognized standing selected by the
Company. The term “independent” when used with respect to any specified firm of
public accountants means such a firm which (1) is in fact independent,
(2) does not have any direct financial interest or any material indirect
financial interest in the Company or in any other obligor upon the Securities
of any series or in any affiliate of the Company or of such other obligor, and
(3) is not connected with the Company or such other obligor or any
affiliate of the Company or of such other obligor, as an officer, employee,
promoter, underwriter, trustee, partner, director or Person performing similar
functions, but such firm may be the regular auditors employed by the Company.
Whenever it is herein provided that any Certificate of a Firm of Independent
Public Accountants shall be furnished to the Trustee for Securities of any
series, such Certificate shall state that the signer has read this definition
and that the signer is independent within the meaning hereof.


 


                “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 any one of its Chairman of the Board, its President or a Vice
President, and by any one of its Treasurer, an Assistant Treasurer, its
Secretary or an Assistant Secretary, and delivered to the Trustee.


 


                “Consolidated Net
Tangible Assets” means the total assets of the Company and its consolidated
subsidiaries, including the investment in (at equity) and the net amount of
advances to and accounts receivable from corporations which are not
consolidated subsidiaries less the following:


 


(i)                                     current
liabilities of the Company and its consolidated subsidiaries, including an
amount equal to indebtedness required to be redeemed by reason of any sinking
fund payment due in 12 months or less from the date as of which current
liabilities are to be determined;


 


 


2

















 


(ii)                                  all other
liabilities of the Company and its consolidated subsidiaries other than Funded
Debt, deferred income taxes and liabilities for employee post-retirement health
plans other than pensions recognized in accordance with Statement of Financial
Accounting Standards No. 106;


 


(iii)                               all
depreciation and valuation reserves and all other reserves (except for reserves
for contingencies which have not been allocated to any particular purpose) of
the Company and its consolidated subsidiaries;


 


(iv)                              the book amount
of all segregated intangible assets of the Company and its consolidated
subsidiaries, including, but without limitation, such items as goodwill,
trademarks, trade names, patents and unamortized debt discount and expense less
unamortized debt premium; and


 


(v)                                 appropriate
adjustments on account of minority interests of other Persons holding stock in
subsidiaries.


 


                Consolidated Net
Tangible Assets shall be determined on a consolidated basis in accordance with
generally accepted accounting principles and as provided herein.


 


                “Corporate Trust Office” means
the office of the Trustee at which at any particular time its corporate trust
business shall be principally administered, which office at the date of
execution of this Indenture is located at 101 Barclay Street, Floor 8 West, New
York, New York 10286, Attention: 
Corporate Trust Administration, or such other address as the Trustee may
designate from time to time by notice to the Holders and the Company, or the
principal corporate trust office of any successor Trustee (or such other
address as such successor Trustee may designate from time to time by notice to
the Holders and the Company).


                “corporation”
includes corporations, associations, companies and business trusts.


 


                “Defaulted
Interest” has the meaning specified in Section 3.7.


 


                “Depositary” means
a clearing agency registered as such under the Exchange Act, as amended, or any
successor thereto, which shall in either case be designated by the Company
pursuant to Section 3.1 until a successor Depositary shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary”
shall mean or include each Person who is then a Depositary hereunder, and if at
any time there is more than one such Person, “Depositary” as used with respect
to the Securities of any series shall mean the Depositary with respect to the
Securities of that series.


 


                “Discounted
Security” means any Security which provides for an amount (excluding any
amounts attributable to accrued but unpaid interest thereon) less than the
principal amount thereof to be due and payable upon a declaration of acceleration
of the Maturity thereof pursuant to Section 5.2.


 


                “Dollars” and the
sign “$” mean the currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.


 


                “Event of Default”
has the meaning specified in Article V.


 


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


 


                “Exempted
Indebtedness” means as of any particular time the sum of (i) all then
outstanding indebtedness for borrowed money of the Company and Restricted
Subsidiaries incurred after the date hereof and secured by any mortgage,
security interest, pledge or lien other than those permitted by
paragraph (a) of Section 10.7, and (ii) all Attributable Debt
with respect to Sale and Leaseback Transactions entered into by the Company and
Restricted Subsidiaries after the date hereof other than those permitted by
paragraph (a) of Section 10.8.


 


                “Funded Debt”
means any indebtedness of the Company or a Restricted Subsidiary for borrowed
money having a maturity of more than 12 months from the date such
indebtedness was incurred or having a maturity of less


 


3

















 


than 12 months but by its terms being renewable or extendable
beyond 12 months from the date such indebtedness was incurred at the
option of the obligor.


 


                “Global Security”
means a Security evidencing all or part of a series of Securities which is
executed by the Company and authenticated and delivered to the Depositary or
pursuant to the Depositary’s instructions, all in accordance with this
Indenture and pursuant to a Company Order, which shall be registered in the
name of the Depositary or its nominee and which shall represent the amount of
uncertificated securities as specified therein.


 


                “Government
Obligations” means securities that are (i) direct obligations of the
government which issued the currency in which the Securities of a particular
series are payable or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the government that
issued the currency in which the Securities of such series are payable, the
payment of which is unconditionally guaranteed by such government, which, in
either case, are full faith and credit obligations of such government payable in
such currency and are not callable or redeemable at the option of the issuer
thereof.


 


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


 


                “Indenture” means
this instrument as originally executed and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include the terms
of particular series of Securities established as contemplated by
Section 3.1.


 


                “Interest”, when
used with respect to a Discounted 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, the
President, a Vice President or the Treasurer, and by the Secretary or an
Assistant Secretary, of the Company, and delivered to the Trustee.


 


                “Opinion of
Counsel” means a written opinion of counsel, who may be counsel for the Company
(including in-house counsel), and who shall be reasonably acceptable to the
Trustee.


 


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


 


                (a)           Securities theretofore canceled by
the Trustee or delivered to the Trustee for cancellation;


 


                (b)           Securities, or portions thereof, for
whose payment or redemption money in the necessary amount has been theretofore
deposited with the Trustee or any Paying Agent (other than the Company) in
trust or set aside and segregated in trust by the Company (if the Company shall
act as its own Paying Agent) for the Holders of such Securities; provided 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 Securities, except to the extent provided in
Section 4.3, with respect to which the Company has effected defeasance as
provided in Article IV; and


 


                (c)           Securities that have been paid
pursuant to Section 3.6 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 the Securities are valid obligations of
the Company;


 


 


4

















 


provided, however, that in determining whether the Holders of the
requisite principal amount of Outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder,
(i) Securities owned by the Company, any obligor upon the Securities or
any Affiliate of the Company shall be disregarded and deemed not to be
Outstanding, except that (A) in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Securities which a Responsible Officer of the
Trustee actually knows to be so owned shall be so disregarded and
(B) Securities so owned that 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 such other obligor; and (ii) the principal
amount of any Discounted Security that shall be deemed to be Outstanding for
such purposes shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon a declaration of
acceleration pursuant to Section 5.2.


 


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


 


                “Person” means any
individual, corporation, partnership, 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 premium, if any) and interest on the
Securities of that series are payable as specified as contemplated by
Section 3.1.


 


                “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 3.6 in exchange for a mutilated Security or in
lieu of a lost, destroyed or stolen Security shall be deemed to evidence the
same debt as the mutilated, lost, destroyed or stolen Security.


 


                “Principal
Property” means any manufacturing or processing plant or warehouse, together
with the land upon which it is erected and any fixtures and equipment
comprising a part thereof, owned by the Company or any Restricted Subsidiary
and located in the United States, the book value (net of depreciation) of which
on the date as of which the determination is being made is an amount which
exceeds 1% of Consolidated Net Tangible Assets, other than any such
manufacturing or processing plant or warehouse or any portion thereof or any
such fixture or equipment (together with the land upon which it is erected and
any fixtures and equipment comprising a part thereof) (i) which is
financed by Industrial Development Bonds 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, taken as a whole.


 


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


 


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


 


                “Regular Record
Date” for the interest payable on any Interest Payment Date on the Securities
of any series means the date specified for that purpose as contemplated by
Section 3.1.


 


                “Responsible
Officer”, when used with respect to the Trustee, means any officer assigned to
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 Persons, who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred because of his
or her knowledge of and familiarity with the particular subject and who shall
have direct responsibility for the administration of this Indenture.


 


 


5

















 


                “Restricted
Subsidiary” means any Subsidiary that owns, operates or leases one or more
Principal Properties.


 


                “Securities” has
the meaning specified 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 3.5.


 


                “Special Record
Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 3.7.


 


                “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
each corporation of which the Company or the Company and one or more
Subsidiaries, or any one or more Subsidiaries, directly or indirectly own
securities entitling the holders thereof to elect a majority of the directors,
either at all times or so long as there is no default or contingency that
permits the holders of any other class or classes of securities to vote for the
election of one or more directors.


 


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


 


                “Trust Indenture
Act” means the Trust Indenture Act of 1939, as amended.


 


                “Yield to Maturity”,
when used with respect to any Discounted Security, means the yield to maturity,
if any, set forth on the face thereof.


Section 1.2 
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 or any obligor on the Securities
shall furnish to the Trustee an Officers’ Certificate stating that all
conditions precedent, if any, provided for in this Indenture (including any
covenants, compliance with which constitutes a condition precedent) relating to
the proposed action have been complied with and an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent, if any, have
been complied with, except that, in the case of any such application or request
as to which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or request,
no additional certificate or opinion need be furnished.


 


                Every certificate
(other than certificates provided pursuant to Section 10.9) or opinion
with respect to compliance with a condition or covenant provided for in this
Indenture shall include:


 


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


 


                (b)           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;


 


                (c)           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


 


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


 


 


6

















 


Section 1.3 
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, any 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 1.4 
Acts of Holders.


                (a)           Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture
to be given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by 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 6.1)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.


 


                (b)           The fact and date of the execution by
any Person of any such instrument or writing may be proved by the affidavit of
a witness of such execution or by a certificate of a notary public or other
officer authorized by law to take acknowledgments of deeds, certifying that the
individual signing 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 ownership of Securities shall be
proved by the Security Register.


 


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


Section 1.5 
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,


 


 


7

















 


                (a)           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 101 Barclay Street,
Floor 8W, New York, New York 10286 Attn: Corporate Trust Administration; or


 


                (b)           the Company by the Trustee or by any
Holder shall be sufficient for every purpose (except as provided in
Section 5.1(c)) hereunder if in writing and mailed, first-class
postage prepaid, to the Company addressed to it at 18 Loveton Circle, Sparks,
Maryland, 21152, Attention: Secretary; or at any other address previously
furnished in writing to the Trustee by the Company.


Section 1.6 
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, and not earlier than the earliest date, 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. Any notice when mailed to a Holder in the
aforesaid manner shall be conclusively deemed to have been received by such
Holder whether or not actually received by such Holder. 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 mail notice of any event as required by any provision
of this Indenture, then any method of giving such notice as shall be
satisfactory to the Trustee shall be deemed to be a sufficient giving of such
notice.


Section 1.7 
Conflict with Trust Indenture Act.


                If any provision
hereof limits, qualifies or conflicts with the duties imposed by any of
Sections 310 through 317, inclusive, of the Trust Indenture Act through the
operation of Section 318(c) thereof, such imposed duties shall control.


Section 1.8 
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 1.9 
Successors and Assigns.


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


Section 1.10 
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 1.11  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, any Paying Agent
and the Holders) any benefit or any legal or equitable right, remedy or claim
under this Indenture.


 


 


8

















 


Section 1.12  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 1.13  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) payment of interest or
principal (and premium, if any) need not be made 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, and no interest shall accrue with respect to such
payment for the period from and after such Interest Payment Date, Redemption
Date or Stated Maturity, as the case may be, to such next succeeding Business
Day.


Section 1.14  Certain Matters Relating to Currencies.


                Whenever any
action or Act is to be taken hereunder by the Holders of Securities denominated
in different currencies or currency units, then for purposes of determining the
principal amount of Securities held by such Holders, the aggregate principal
amount of the Securities denominated in a foreign currency or currency unit
shall be deemed to be that amount of Dollars that could be obtained for such
principal amount on the basis of a spot rate of exchange specified to the
Trustee for such series in an Officers’ Certificate for such Foreign Currency
or currency unit into Dollars as of the date the taking of such action or Act
by the Holders of the requisite percentage in principal amount of the
Securities is evidenced to such Trustee.


 


                The Trustee shall
segregate moneys, funds and accounts held by the Trustee in one currency or
currency unit from any moneys, funds or accounts held in any other currencies
or currency units, notwithstanding any provision herein that would otherwise
permit the Trustee to commingle such amounts.


Section 1.15  Force Majeure.


In no event shall the Trustee be responsible
or liable for any failure or delay in the performance of its obligations
hereunder arising out of or caused by, directly or indirectly, forces beyond
its control, including, without limitation, strikes, work stoppages, accidents,
acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of
utilities or communications services; it being understood that the Trustee
shall use reasonable efforts which are consistent with accepted practices in
the banking industry to resume performance as soon as practicable under the
circumstances.


ARTICLE II



SECURITY FORMS


Section 2.1 
Forms Generally.


                The Securities of each
series shall be in substantially the form 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 Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by
Section 3.3 for the authentication and delivery of such Securities.


 


 


9

















 


                The definitive
Securities shall be printed, lithographed or engraved or produced by any
combination of these methods or may be produced in any other manner permitted
by the rules of any securities exchange on which the Securities may be listed,
all as determined by the officers executing such Securities, as evidenced by
their execution of such Securities.


Section 2.2 
Form of Trustee’s Certificate of Authentication.


                Subject to
Section 6.14, the Trustee’s certificate of authentication shall be in
substantially the following form:


 


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


 


	
   

  	
  THE BANK OF NEW YORK

  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


ARTICLE III



THE SECURITIES


Section 3.1 
Amount Unlimited; Issuable in Series.


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


 


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


 


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


 


                (2)           any limit upon the aggregate
principal amount of the Securities of the series that 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 Sections 3.4, 3.5, 3.6, 9.6 or
11.7);


 


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


 


                (4)           the rate or rates at which the
Securities of the series shall bear interest, if any, the date or dates from
which such interest shall accrue (which, in either case or both, if so provided
in such Board Resolution, may be determined by the Company from time to time
and set forth in the Securities of the series issued from time to time), the
Interest Payment Dates on which such interest shall be payable and the Regular
Record Date for the interest payable on any Interest Payment Date;


 


                (5)           the place or places where, subject to
the provisions of Section 10.2, the principal of (and premium, if any) and
interest on Securities of the series shall be payable, any Securities of that
series may be surrendered for exchange, and notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be
served;


 


                (6)           the period or periods within which,
the price or prices at which, the currency or currency unit in 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;


 


 


 


10
















 


                (7)           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, the currency or
currency unit in 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;


 


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


 


                (9)           if other than the principal amount
thereof, the portion of the principal amount of Securities of the series that
shall be payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 5.2;


 


                (10)         any Events of Default and covenants of
the Company with respect to the Securities of that series, whether or not such
Events of Default or covenants are consistent with the Events of Defaults or
covenants set forth herein;


 


                (11)         if other than Dollars, the currency or
currency unit in which payment of the principal of (and premium, if any) or
interest, if any, on the Securities of that series shall be made or in which
the Securities of that series shall be denominated and the particular
provisions applicable thereto;


 


                (12)         if the principal of (and premium, if
any) and interest, if any, on the Securities of that series are to be payable,
at the election of the Company or a Holder thereof, in a currency or currency
unit other than that in which such Securities are denominated or stated to be
payable, the period or periods within which, and the terms and conditions upon
which, such election may be made, and the time and manner of determining the
exchange rate between the currency or currency unit in which such Securities
are denominated or stated to be payable and the currency or currency unit in
which such Securities are to be so payable;


 


                (13)         if the amount of payments of principal
of (and premium, if any) or interest, if any, on the Securities of that series
may be determined with reference to an index based on a currency or currency
unit other than that in which such Securities are denominated or stated to be
payable or any other index, the manner in which such amounts shall be
determined;


 


                (14)         if the Securities of that series do not
bear interest, the applicable dates for purposes of Section 7.1;


 


                (15)         if the provisions of Section 4.1
relating to the satisfaction and discharge of this Indenture shall apply to the
Securities of that series; or if provisions for the satisfaction and discharge
of this Indenture other than as set forth in Section 4.1 shall apply to
the Securities of that series;


 


                (16)         the application, if any, of
Section 10.11 to the Securities of that series;


 


                (17)         whether the Securities of that series
shall be issued in whole or in part in the form of one or more Global
Securities and, in such case, the Depositary for such Global Security or
Securities; and whether such Global Security or Securities shall be temporary
or permanent; and


 


                (18)         any other terms of the series (which
terms shall not be inconsistent with the provisions of this Indenture).


 


                All Securities of
any one series shall be substantially identical except as to denomination, rate
of interest, Stated Maturity and the date from which interest, if any, shall
accrue, and except as may otherwise be provided in or pursuant to such Board
Resolution relating thereto. The terms of such Securities, as set forth above,
may be determined by the Company from time to time if so provided in or
established pursuant to the authority granted in a


 


 


11

















 


Board Resolution. All Securities of any one series need not be issued
at the same time, and unless otherwise provided, a series may be reopened for
issuance of additional Securities of such series.


 


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


Section 3.2 
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 3.1. 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 3.3 
Execution, Authentication, Delivery and Dating.


                The Securities
shall be executed on behalf of the Company by its Chairman of the Board, its
President or one of its Vice Presidents and its Chief Financial Officer or
Controller. 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 on
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 such Company
Order shall authenticate and deliver such Securities as provided in this
Indenture and not otherwise. If the form or terms of the Securities of the
series have been established in or pursuant to one or more Board Resolutions as
permitted by Sections 2.1 and 3.1, 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 6.1)
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 2.1, 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 3.1, 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 binding obligations of the Company, enforceable in
accordance with their terms, subject to bankruptcy, insolvency, reorganization
and other laws of general applicability relating to or affecting the
enforcement of creditors’ rights and to general equity principles.


 


With respect to Securities of a series whose terms are to be
established from time to time the Trustee shall be entitled to receive the
Opinion of Counsel described in this Section in connection with the first
authentication of Securities of that series. 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.


 


                Each Security
shall be dated the date of its authentication.


 


 


12

















 


                No Security shall
be entitled to any benefit under this Indenture or be valid or obligatory for
any purpose unless there appears on such Security a certificate of
authentication substantially in the form provided for herein duly executed by
the Trustee by manual signature of an authorized officer, 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.


Section 3.4 
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 of such series which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
conclusively evidenced by their execution of such Securities.


 


                If temporary
Securities of any series are issued, the Company will cause definitive
Securities of such 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 such 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 a like principal amount of
definitive Securities of such series of authorized denominations. Until so
exchanged, the temporary Securities of such series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series.


Section 3.5 
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 referred to as the “Security
Register”) in which, subject to such reasonable regulations as the Security
Registrar may prescribe, the Company shall provide for the registration of
Securities and of transfers of Securities. The Trustee is hereby initially
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 such 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 the
same tenor in any authorized denomination or denominations and of a like aggregate
principal amount.


 


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


 


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


 


                Every Security
presented or surrendered for registration of transfer, or for exchange or
redemption, 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.


 


 


13

















 


                No service charge
shall be made to a Holder for any registration of transfer or exchange or
redemption 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 3.4, 9.6 or 11.7 not involving any
transfer.


 


                The Company shall
not be required (a) to issue, register the transfer of or exchange any
Security if such Security may be among those selected for redemption during a
period beginning at the opening of business 15 days before the day of the
selection of the Securities to be redeemed under Section 11.3 or
Section 12.3 and ending at the close of business on the day of the mailing
of the relevant notice of redemption, or (b) to register the transfer of
or exchange any Security so selected for redemption in whole or in part, except
the unredeemed portion of Securities being redeemed in part, or (c) to
issue, register the transfer of or exchange any Security which has been
surrendered for repayment at the option of the Holder, except the portion, if
any, of such Security not to be so repaid.


Section 3.6 
Mutilated, Destroyed, Lost and Stolen Securities.


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


 


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


 


                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 any such Security.


 


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


 


                Every new Security
of any series issued pursuant to this Section in lieu of any destroyed, lost or
stolen Security shall constitute an original additional contractual obligation
of the Company, whether or not the destroyed, lost or stolen Security shall be
at any time enforceable by anyone, and shall be entitled to all benefits of
this Indenture equally and proportionately with any and all other Securities of
such 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 3.7 
Payment of Interest; Interest Rights Preserved.


                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 the Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, and at maturity, to the Persons
to whom principal is payable.


 


                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 (“Defaulted Interest”) shall
forthwith cease to be payable to the Holder on the 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 (a) or
(b) below:


 


                (a)           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


 


 


14

















 


close of business and 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
Subsection 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
in writing of such Special Record Date and, in the name and at the expense of
the Company, the Trustee 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 Person in whose names the Securities (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 (b).


 


                (b)           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 written notice given by the Company to the Trustee of the
proposed payment pursuant to this clause, such payment shall be deemed
practicable by the Trustee.


 


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


Section 3.8 
Persons Deemed Owners.


                Prior to and at
the time of due presentment for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name any Security is registered as the owner of such Security for the
purpose of receiving payment of principal of (and premium, if any) and (subject
to Section 3.7) 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.


Section 3.9 
Cancellation.


                All Securities
surrendered for payment, redemption, registration of transfer or exchange shall
be delivered to the Trustee and shall be promptly canceled by it. The Company
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly canceled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by this Indenture. All canceled Securities held
by the Trustee shall be disposed of in accordance with its customary procedures
and, if requested, certification of their disposition delivered to the Company,
unless by a Company Order the Company directs that canceled securities be
returned to it.


Section 3.10 
Computation of Interest.


                Except as
otherwise specified as contemplated by Section 3.1 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.


 


 


15

















 


Section 3.11  Global Securities.


                If the Company
shall establish pursuant to Section 3.1 that the Securities of a series
are to be issued in whole or in part in the form of one or more Global
Securities, then the Company shall execute and the Trustee shall, in accordance
with Section 3.3 and the Company Order with respect to such series,
authenticate and deliver one or more Global Securities in temporary or
permanent form that (i) shall represent and shall be denominated in an
amount equal to the aggregate principal amount of the outstanding Securities of
such series to be represented by one or more Global Securities, (ii) shall
be registered in the name of the depositary for such Global Security or
Securities or the nominee of such depositary, (iii) shall be delivered by
the Trustee to such depositary or pursuant to such depositary’s instruction,
and (iv) shall bear a legend substantially to the following effect: “Unless
and until it is exchanged in whole or in part for Securities in definitive
form, this Security may not be transferred except as a whole by the Depositary
to a nominee of the Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary”. The Trustee shall deal with the Depositary and its participants as
representatives of the Beneficial Owners of the Global Securities for purposes
of exercising the rights of the Holders hereunder and the rights of the
Beneficial Owners of the Global Securities shall be limited to those
established by law and agreements between such Beneficial Owners and the
Depositary and its participants. Beneficial Owners shall not be entitled to
certificates for Global Securities as to which they are the Beneficial Owners.
Requests and directions from, and votes of, such representatives shall not be
deemed to be inconsistent if they are made with respect to different Beneficial
Owners.


 


                Notwithstanding
any other provision of this Section or Section 3.5, unless and until it is
exchanged in whole or in part for Securities in definitive form, a Global
Security representing all or a portion of the Securities of a series may not be
transferred except as a whole by the Depositary for such series to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or
another nominee of such Depositary or by such Depositary or any such nominee to
a successor Depositary for such series or a nominee of such successor
Depositary. The Beneficial Owner’s ownership of Securities shall be recorded on
the records of a participant of the Depositary that maintains such Beneficial
Owner’s account for such purpose and the participant’s record ownership of such
Securities shall be recorded on the records of the Depositary.


 


                If at any time the
Depositary for the Securities of a series notifies the Company that it is
unwilling or unable to continue as Depositary for the Securities of such series
or if at any time the Depositary for Securities of a series shall no longer be
registered or in good standing under the Exchange Act or other applicable
statute or regulation, and the Company shall not have appointed a successor
Depositary with respect to the Securities of such series, or if at any time
there shall have occurred and be continuing an Event of Default under this
Indenture with respect to the Securities of such series, the Company will
execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of definitive Securities of such series, will
authenticate and deliver, Securities of such series in definitive form in an
aggregate principal amount equal to the principal amount of the Global Security
or Securities representing such series in exchange for such Global Security or
Securities.


 


                The Company may at
any time and in its sole discretion determine that the Securities of any series
issued in the form of one or more Global Securities shall no longer be
represented by such Global Security or Securities. In such event, the Company
will execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of definitive Securities of such series, will
authenticate and deliver, Securities of such series in definitive form and in
an aggregate principal amount equal to the principal amount of the Global Security
or Securities representing such series in exchange for such Global Security or
Securities.


 


                If specified by
the Company pursuant to Section 3.1 with respect to Securities of a
series, the Depositary for such series of Securities may surrender a Global
Security for such series of Securities in exchange in whole or in part for
Securities of such series in definitive form on such terms as are acceptable to
the Company and such Depositary. Thereupon, the Company shall execute and the
Trustee shall authenticate and deliver, without charge,


 


                (i)            to each Person specified by the
Depositary a new Security or Securities of the same series, of any authorized
denomination as requested by such Person in aggregate principal amount equal to
and in exchange for such Person’s beneficial interest in the Global Security;
and


 


 


16

















 


                (ii)           to the Depositary a new Global
Security in a denomination equal to the difference, if any, between the
principal amount of the surrendered Global Security and the aggregate principal
amount of Securities delivered to Holders thereof.


 


                Upon the exchange
of a Global Security for Securities in definitive form, such Global Security
shall be canceled by the Trustee. Securities issued in exchange for a Global
Security pursuant to this Section 3.11 shall be registered in such names
and in such authorized denominations as the Depositary for such Global
Security, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee. The Trustee shall deliver such
Securities to the Persons in whose names such Securities are so registered.


 


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


 


Section 3.12  CUSIP Numbers.


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


 


ARTICLE IV



SATISFACTION AND DISCHARGE


Section 4.1 
Satisfaction and Discharge of Securities of any Series.


                (a)           The Company shall be deemed to have
satisfied and discharged the entire indebtedness on all the Securities of any
particular series (i) that have become due and payable, or (ii) by
their terms are to become due and payable at their Stated Maturity within one
year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the Securities of such series, or
(iii) with respect to which this Section 4.1 is specified to be
applicable pursuant to Section 3.1, and, so long as no Event of Default
shall be continuing, the Trustee for the Securities of such series, upon
Company Request and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of such indebtedness,
when:


 


                                (1)           either


 


                                (A)          all Securities of such series
theretofore authenticated and delivered and all coupons, if any, appertaining
thereto (other than (i) any Securities and coupons of such series which
have been destroyed, lost or stolen and which have been replaced or paid as
provided in Section 3.6, (ii) coupons appertaining to Securities
called for redemption and maturing after the relevant Redemption Date, whose
surrender is not required as provided in Section 11.6 and (iii) Securities
and coupons of such series 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
the last paragraph of Section 10.3) have been delivered to such Trustee
for cancellation; or


 


                                (B)           with respect to all Outstanding
Securities of such series described in (A) above (and, in the case of
(i) or (ii) below, any coupons appertaining thereto) not theretofore
so delivered to the Trustee for the Securities of such series for cancellation:


 


 


17

















 


                                (i)            the Company has deposited or caused
to be deposited with such Trustee as trust funds in trust an amount in the
currency or currency unit in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 3.1 for the Securities
of such series), sufficient to pay and discharge the entire indebtedness on all
such Outstanding Securities of such series and any related coupons for unpaid
principal (and premium, if any) and interest, if any, to the Stated Maturity or
any Redemption Date as contemplated by Section 4.2, as the case may be; or


 


                                (ii)           the Company has deposited or caused
to be deposited with such Trustee as obligations in trust such amount of
Government Obligations as will, as evidenced by a Certificate of a Firm of
Independent Public Accountants delivered to such Trustee, together with the
predetermined and certain income to accrue thereon (without consideration of
any reinvestment thereof), be sufficient to pay and discharge when due the
entire indebtedness on all such Outstanding Securities of such series and any
related coupons for unpaid principal (and premium, if any) and interest, if
any, to the Stated Maturity or any Redemption Date as contemplated by
Section 4.2, as the case may be; or


 


                                (iii)          the Company has deposited or caused to
be deposited with such Trustee in trust an amount equal to the amount referred
to in clause (i) or (ii) in any combination of currency or currency
unit or Government Obligations;


 


                (2)           the Company has paid or caused to be
paid all other sums payable with respect to the Securities of such series and
any related coupons;


 


                (3)           the Company has delivered to such
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 the entire indebtedness on all Securities of such series and any
related coupons have been complied with; and


 


                (4)           if the Securities of such series and
any related coupons are not to become due and payable at their Stated Maturity
within one year of the date of such deposit or are not to be called for
redemption within one year of the date of such deposit under arrangements
satisfactory to such Trustee as of the date of such deposit, then the Company
shall have given, not later than the date of such deposit, an Opinion of
Counsel based on the fact that (x) the Company has received from, or there
has been published by, the Internal Revenue Service a ruling or (y), since the
date hereof, there has been a change in the applicable United States federal
income tax law, in either case to the effect that, and such opinion shall
confirm that, the Holders of the Securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result of such
deposit, defeasance and discharge and will be subject to federal income tax on
the same amount and in the same manner and at the same times as would have been
the case if such deposit, defeasance and discharge had not occurred.


 


                (b)           Upon the satisfaction of the
conditions set forth in this Section 4.1 with respect to all the
Securities of all series, the terms and conditions of such series, including
the terms and conditions with respect thereto set forth in this Indenture,
shall no longer be binding upon, or applicable to, the Company, and the Holders
of the Securities of such series and any related coupons shall look for payment
only to the funds or obligations deposited with the Trustee pursuant to
Section 4.1(a)(1)(B); provided, however, that in no event shall the
Company be discharged from (i) any payment obligations in respect of
Securities of such series and any related coupons which are deemed not to be
Outstanding under clause (c) of the definition thereof if such obligations
continue to be valid obligations of the Company under applicable law,
(ii) from any obligations under Sections 4.2(b), 6.7, 6.10 and 10.11 and (iii) from
any obligations under Sections 3.5 and 3.6 (except that Securities of such
series issued upon registration of transfer or exchange or in lieu of
mutilated, destroyed, lost or stolen Securities and any related coupons shall
not be obligations of the Company) and Sections 7.1 and 10.2; and provided,
further, that in the event a petition for relief under the Bankruptcy Act of
1978 or Title 11 of the United States Code or a successor statute is filed and
not discharged with respect to the Company within 91 days after the
deposit, the entire indebtedness on all


 


 


18

















 


Securities of such series and any related
coupons shall not be discharged, and in such event the Trustee shall return
such deposited funds or obligations as it is then holding to the Company upon
Company Request.


Section 4.2 
Application of Trust Money.


                (a)           All money and obligations deposited
with the Trustee for any series of Securities pursuant to Section 4.1
shall be held irrevocably in trust and shall be made under the terms of an
escrow trust agreement in form satisfactory to such Trustee. Such money and
obligations shall be applied by such Trustee, in accordance with the provisions
of the Securities, any coupons, this Indenture and such escrow trust agreement,
to the payment, either directly or through any Paying Agent (including the
Company acting as its own Paying Agent) as such Trustee may determine, to the
Persons entitled thereto, of the principal of (and premium, if any) and interest,
if any, on the Securities for the payment of which such money and obligations
have been deposited with such Trustee. If Securities of any series are to be
redeemed prior to their Stated Maturity, whether pursuant to any optional
redemption provision or in accordance with any mandatory sinking fund
requirement, the Company shall make such arrangements as are reasonably
satisfactory to the Trustee for any series of Securities for the giving of
notice of redemption by such Trustee in the name, and at the expense, of the
Company.


 


                (b)           The Company shall pay and shall
indemnify the Trustee for any series of Securities against any tax, fee or
other charge imposed on or assessed against Government Obligations deposited
pursuant to Section 4.1 or the interest and principal received in respect
of such Government Obligations other than any such tax, fee or other charge
which by law is payable by or on behalf of Holders. The obligation of the
Company under this Section 4.2(b) shall be deemed to be an obligation of
the Company under Section 6.7(b).


 


                (c)           Anything in this Article IV to
the contrary notwithstanding, the Trustee for any series of Securities 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 4.1 which, as
expressed in a Certificate of a Firm of Independent Public Accountants
delivered to such Trustee, are in excess of the amount thereof which would then
have been required to be deposited for the purpose for which such money or
Government Obligations were deposited or received provided such delivery can be
made without liquidating any Government Obligations.


Section 4.3 
Satisfaction and Discharge of Indenture.


                Upon compliance by
the Company with the provisions of Section 4.1 as to the satisfaction and
discharge of each series of Securities issued hereunder, and if the Company has
paid or caused to be paid all other sums payable under this Indenture, this
Indenture shall cease to be of any further effect (except as otherwise provided
herein). Upon Company Request and receipt of an Opinion of Counsel and an
Officers’ Certificate complying with the provisions of Section 1.2, the
Trustees for all series of Securities (at the expense of the Company) shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture.


 


                Notwithstanding
the satisfaction and discharge of this Indenture, any obligations of the
Company under Sections 3.5, 3.6, 4.2(b), 6.7, 6.10, 7.1, 10.2 and 10.11 and the
obligations of the Trustee for any series of Securities under Section 4.2
shall survive.


Section 4.4 
Reinstatement.


                If the Trustee for
any series of Securities is unable to apply any of the amounts (for purposes of
this Section 4.4, “Amounts”) or Government Obligations, as the case may
be, described in Section 4.1(a)(1)(B)(i) or (ii), respectively, in
accordance with the provisions of Section 4.1 by reason of any legal
proceeding or any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company’s
obligations under this Indenture and the Securities of such series and the
coupons, if any, appertaining thereto shall be revived and reinstated as though
no deposit had occurred pursuant to Section 4.1 until such time as the
Trustee for such series is permitted to apply all such Amounts or Government
Obligations, as the case may be, in


 


 


19

















 


accordance with the provisions of Section 4.1; provided, however,
that if, due to the reinstatement of its rights or obligations hereunder, the
Company has made any payment of principal of (or premium, if any) or interest,
if any, on such Securities or coupons, the Company shall be subrogated to the
rights of the Holders of such Securities or coupons to receive payment from
such Amounts or Government Obligations, as the case may be, held by the Trustee
for such series.


 


ARTICLE V



REMEDIES


Section 5.1 
Events of Default.


                Unless otherwise
specified in Section 3.1 with respect to any series of Securities, “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):


 


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


 


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


 


                (c)           default in the performance, or
breach, of any covenant or agreement of the Company in this Indenture (other
than a default in the performance, or a breach, of a covenant or warranty which
is specifically dealt with elsewhere in this Section or which has expressly
been included in this Indenture solely for the benefit of series of Securities
other than such 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 aggregate principal amount of the Outstanding Securities of
such 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


 


                (d)           the entry by a court having
jurisdiction in the premises of (A) a decree or order for relief in
respect of the Company in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or (B) a decree or order adjudging the Company a bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company under
any applicable Federal or State law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other 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 90 consecutive days; or


 


                (e)           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 the
Company 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 the Company of a petition or answer or consent seeking reorganization
or relief under any applicable Federal or State law, or the consent by the
Company to the filing of such petition or the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee,
sequestrator or 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 the Company 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.


 


20
















Section 5.2 
Acceleration of Maturity; Rescission and Annulment.


                If an Event of
Default with respect to the Securities of any series at the time Outstanding
occurs and is continuing, then and in every such case the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Outstanding
Securities of such series may, and the Trustee upon the request of the Holders
of not less than 25% in aggregate principal amount of the Outstanding
Securities of such series shall, declare the principal amount (or, if the
Securities of such series are Discounted Securities, such portion of the
principal amount as may be specified in the terms of that series) of all the
Securities of such series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by the Holders) and, upon
any such declaration such principal amount (or specified amount) shall become
due and payable. If an Event of Default specified in Section 5.1(d) or
(e) occurs and is continuing, then the principal of all the Securities
shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder.


 


                At any time after
such 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 such series, by
written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if:


 


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


 


                (1)           all overdue interest on all
Securities of such series,


 


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


 


                (3)           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


 


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


 


                (b)           all Events of Default with respect to
Securities of such series, other than the non-payment of principal of
Securities of such series which have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 5.13.


 


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


Section 5.3 
Collection of Indebtedness and Suits for Enforcement by Trustee.


                The Company
covenants that if:


 


                (a)           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


 


                (b)           default is made in the payment of
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 premium, if any) and interest,
with interest upon the overdue principal (and premium, if any) and, to the
extent that payment of such interest shall be legally enforceable, upon overdue
installments of interest, at the rate borne by the 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.


 


 


21

















 


                If the Company
fails to pay such amounts forthwith upon such demand, the Trustee, in its own
name and as trustee of an express trust, may institute a judicial proceeding
for the collection of the sums so due and unpaid and may prosecute such
proceeding to judgment or final decree, and may enforce the same against the
Company or any other obligor upon the Securities and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon the Securities, wherever
situated.


 


                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 for 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 5.4 
Trustee May File Proofs of Claim.


                In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor, upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Securities shall then be
due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,


 


                (a)           to file and prove a claim for the
whole amount of principal (and premium, if any) and interest owing and unpaid
in respect of the Securities and to file such other papers or documents as may
be necessary or advisable in order to have the claims for the Trustee (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel) and of the Holders allowed in such
judicial proceeding, and


 


                (b)           to collect and receive any money or
other property payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders,
to pay the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 6.7.


 


                Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights
of any Holder thereof, or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding.


Section 5.5 
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 and 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 5.6 
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 premium, if any) 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:


 


 


22

















 


                FIRST:
To the payment of all amounts due the Trustee under Section 6.7; and


 


                SECOND:
Subject to Article XII, to the payment of the amounts then due and unpaid
upon the Securities for principal (and premium, if any) and interest, 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 premium, if any) and
interest.


Section 5.7 
Limitation on Suits.


                No Holder of any
Securities 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:


 


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


 


                (b)           the Holders of not less than 25% in principal
amount for the Outstanding Securities of such 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;


 


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


 


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


 


                (e)           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 such
series;


 


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


Section 5.8 
Unconditional Right of Holders to Receive Principal, Premium and
Interest.


                Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have
the right on the terms stated herein, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Section 3.7) interest on such Security on the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on the Redemption
Date) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder.


Section 5.9 
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 the Company, the Trustee and the Holders shall, subject
to any determination in such proceeding, 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 has
been instituted.


 


 


23

















 


Section 5.10  Rights and Remedies Cumulative.


                Except as provided
in Section 3.6, no right or remedy herein conferred upon or reserved to
the Trustee or to the Trustee and 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 5.11  Delay or Omission Not Waiver.


                No delay or
omission of the Trustee or of any Holder of any Security 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 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 5.12  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


 


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


 


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


Section 5.13  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 and its consequences, except a default


 


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


 


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


 


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


Section 5.14  Undertaking for Costs.


                All parties to
this Indenture agree, and each Holder of any Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require,
in any suit for the enforcement of any right or remedy under this Indenture, or
in any suit against the Trustee for any action taken, suffered or omitted by it
as Trustee, the filing by any party litigant in such suit of any undertaking to
pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than 10% in principal amount of the Outstanding Securities, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of
(or 


 


 


24

















 


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).


Section 5.15  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 VI



THE TRUSTEE


Section 6.1 
Certain Duties and Responsibilities.


                (a)           With respect to Securities of any
series, except during the continuance of an Event of Default with respect to
Securities of such series,


 


                (1)           the Trustee undertakes to perform
such duties and only such duties as are specifically set forth in this
Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and


 


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


 


                (b)           In case an Event of Default with
respect to Securities of any series has occurred and is continuing, the Trustee
shall with respect to Securities of such series exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.


 


                (c)           No provision of this Indenture shall
be construed to relieve the Trustee from liability for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that


 


                (1)           this Subsection (c) shall not be
construed to limit the effect of Subsection (a) of this Section;


 


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


 


                (3)           the Trustee shall not be liable with
respect to Securities of any series and with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders of a majority in principal amount of the Outstanding Securities of such
series relating to the time, method and place of conducting and proceeding for
any remedy available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Indenture; and


 


 


25

















 


                (4)           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.


 


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


Section 6.2 
Notice of Defaults.


                Within
90 days after the occurrence of any default hereunder with respect to the
Securities of any series, the Trustee shall transmit by mail to all Holders of
Securities of such series, as their names and addresses appear in the Security
Register, notice of such default hereunder known to the Trustee, unless such
default shall have been cured or waived; provided, however, that, except in the
case of a default in the payment of the principal of (or premium, if any) or
interest on any Security of such series or in the payment of any sinking fund
installment with respect to Securities, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee, or a trust committee of the board of directors or Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interest of the Holders; and provided, further, that in the
case of any default of the character specified in Section 5.1(d) 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.


Section 6.3 
Certain Rights of Trustee.


                Subject to the
provisions of Section 6.1:


 


                (a)           the Trustee may conclusively rely and
shall be protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness 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 may 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, conclusively rely upon an Officers’
Certificate and Opinion of Counsel;


 


                (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 the Trustee against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction;


 


                (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 or
indebtedness or other paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry
or investigation, it shall be entitled to examine the


 


 


26

















 


books, records and premises of the Company,
personally or by agent or attorney at the sole cost of the Company and shall
incur no liability or additional liability of any kind by reason of such
inquiry or investigation;


 


                (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;


 


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


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


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


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


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


Section 6.4 
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 6.5 
May Hold Securities.


                The Trustee, any
Authenticating Agent, any Paying Agent, 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 6.8 and 6.13, 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 6.6 
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 in
writing by the Company.


Section 6.7 
Compensation and Reimbursement.


                The Company
agrees:


 


                (a)           to pay to the Trustee from time to
time such compensation as the Company and the Trustee shall from time to time
agree in writing for all services rendered by it hereunder (which


 


 


27

















 


compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust);


 


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


 


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


 


                (d)           the Trustee shall have a lien prior
to the Securities as to all property and funds held by it hereunder for any
amount owing it or any predecessor Trustee pursuant to this Section 6.7, except
with respect to funds held in trust for the benefit of the Holders of
particular Securities;


 


                (e)           When the Trustee incurs expenses or
renders services in connection with an Event of Default specified in Section
5.1(d) or Section 5.1(e), the expenses (including the reasonable charges and
expenses of its counsel) and the compensation for the services are intended to
constitute expenses of administration under any applicable Federal or state
bankruptcy, insolvency or other similar law; and


 


                (f)            The provisions of this Section shall
survive the termination of this Indenture.


 


The Trustee shall comply with the provisions
of Section 313(b)(2) of the Trust Indenture Act, to the extent applicable.


Section 6.8 
Qualification of Trustee; Conflicting Interests.


                The Trustee shall
be subject to the provisions of Section 310(b) of the Trust Indenture Act
during the period of time required thereby. Nothing herein shall prevent the
Trustee from filing with the Commission the application referred to in the
penultimate paragraph of Section 310(b) of the Trust Indenture Act. In
determining whether the Trustee has a conflicting interest as defined in
Section 310(b) of the Trust Indenture Act with respect to the Securities
of any series, there shall be excluded Securities of any particular series of
Securities other than that series.


Section 6.9 
Corporate Trustee Required; Eligibility.


                There shall at all
times be a Trustee hereunder which shall be:


 


                (a)           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 exercise corporate
trust powers, and subject to supervision or examination by Federal or State
authority, or


 


                (b)           a corporation or other Person
organized and doing business under the laws of a foreign government that is
permitted to act as Trustee pursuant to a rule, regulation, or other order of
the Commission, authorized under such laws to exercise corporate trust powers,
and subject to supervision or examination by authority of such foreign
government or a political subdivision thereof substantially equivalent to
supervision or examination applicable to a United States institutional trustee,


 


having a combined capital and surplus of at least $50,000,000. If such
corporation publishes reports of condition at least annually, pursuant to law
or to the requirements of the aforesaid supervising or examining authority,
then for


 


 


28

















 


the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. No obligor upon the
Securities or a Person directly or indirectly controlling, controlled by, or
under common control with such obligor shall serve as Trustee upon the
Securities. 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 6.10  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 under Section 6.11.


 


                (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 an instrument of acceptance by a successor Trustee
shall not have been delivered to the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may at the Company’s
expense 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 an 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 310(b) of the Trust Indenture Act pursuant to Section 6.8 hereof
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 unless the Trustee’s
duty to resign is stayed in accordance with Section 310(b) of the Trust
Indenture Act, or


 


                (2)           the Trustee shall cease to be
eligible under Section 6.9 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 case, (i) the Company by a
Board Resolution may remove the Trustee, or (ii) subject to
Section 5.14, the Holder of any Security who has been a bona fide Holder
of a Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.


 


                (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 any one or
more series, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee with respect to the securities of such series and shall
comply with the applicable requirements of Section 6.11. 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 6.11, become the successor Trustee and 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 of such Securities and accepted appointment in the manner required by
Section 6.11, the Holder of any Security of such series who has been a
bona fide Holder for at least six months may, subject to Section 5.14, on
behalf of himself and all


 


 


29

















 


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 by mailing written notice of such event by first-class
mail, postage prepaid, to the Holders of Securities of such series as their
names and addresses appear in the Security Register. 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 6.11  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 appointed hereunder 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 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, trusts and duties 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.


 


                (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, trust 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 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, trusts and duties 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 6.12  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


 


 


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


Section 6.13  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 Debt 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 6.14  Appointment of Authenticating Agent.


                At any time when
any of the Securities remain Outstanding 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 exchange, registration of transfer or
partial redemption thereof or pursuant to Section 3.6, 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 purpose of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.


 


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


 


                An Authenticating
Agent may resign at any time by giving written notice thereof to the Trustee
and to the Company. The Trustee may at any time terminate the agency of an
Authenticating Agent by giving written notice thereof to such Authenticating
Agent and to the Company. Upon receiving such a notice 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 6.7.


 


 


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                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 alternate 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.


 


	
   

  	
  THE BANK OF NEW YORK, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
                                          

  
	
   

  	
   

  	
  Authenticating Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
                                          

  
	
   

  	
   

  	
  Authorized Signatory

  



 


ARTICLE VII



HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


Section 7.1 
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 later than
June 30th and December 30th in each year, a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders as of
the preceding June 15th or December 15th, as the case may be; and


 


                (b)           at such other times as the Trustee
may request in writing, within 30 days after 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;


 


provided, however, that if and so long as the Trustee shall be the
Security Registrar, no such list need be furnished.


Section 7.2 
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 7.1 and the names and addresses of Holders received by the Trustee
in its capacity as Security Registrar or Paying Agent (if so acting). The
Trustee may destroy any list furnished to it as provided in Section 7.1
upon receipt of a new list so furnished.


 


                (b)           If three or more Holders (hereinafter
referred to as “applicants”) apply in writing to the Trustee, and furnish to
the Trustee reasonable proof that each such applicant has owned a Security for
a period of at least six months preceding the date of such application, and
such application states the applicants’ desire to communicate with other
Holders with respect to their rights under this Indenture or under the
Securities and is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then the Trustee
shall, within five Business Days after the receipt of such application, at its
election, either


 


                (1)           afford such applicants access to the
information preserved at the time by the Trustee in accordance with
Section 7.2(a), or


 


                (2)           inform such applicants as to the
approximate number of Holders whose names and addresses appear in the information
preserved at the time by the Trustee in accordance with


 


 


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Section 7.2(a), and as to the
approximate cost of mailing to such Holders the form of proxy or other
communication, if any, specified in such application.


 


                If
the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appear in the information preserved
at the time by the Trustee in accordance with Section 7.2(a), a copy of
the form of proxy or other communication which is specified in such requests,
with reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment, of the reasonable expenses
of mailing, unless within five days after such tender, the Trustee shall mail
to such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion
of the Trustee, such mailing would be contrary to the best interests of the
Holders or would be in violation of applicable law. Such written statement
shall specify the basis of such opinion. If the Commission, after opportunity
for a hearing upon the objections specified in the written statement so filed,
shall enter an order refusing to sustain any of such objections or if, after
the entry of an order sustaining one or more of such objections, the Commission
shall find, after notice and opportunity for hearing, that all the objections
so sustained have been met and shall enter an order so declaring, the Trustee
shall mail copies of such material to all such Holders with reasonable
promptness after the entry of such order and the renewal of such tender,
otherwise the Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.


 


                (c)           Every Holder of Securities, by
receiving and holding the same, agrees with the Company and the Trustee that
neither the Company nor the Trustee shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with Section 7.2(b), regardless of the source from which
such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
Section 7.2(b).


Section 7.3 
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.  If required
by Section 313 (a) of the Trust Indenture Act, the Trustee shall, within sixty
days after each May 15 following the date of the initial issuance of Securities
under this Indenture deliver to Holders a brief report, dated as of such May
15, which complies with the provisions of such Section 313(a).


 


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


Section 7.4 
Reports by Company.


                (a)           The Company and any other obligor
upon the Securities shall deliver to the Trustee, upon request, within
15 days after the Company or any other obligor upon the Securities is
required to file the same with the Commission, copies of the annual reports and
of the information, documents and other reports (or copies of such portions of
any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Company or any other obligor upon the
Securities may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act; or, if the Company
or any other obligor upon the Securities is not required to file information,
documents or reports pursuant to either of said Sections, then it shall file
with the Trustee and, to the extent permitted by the Commission, the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Exchange Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations;


 


 


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                (b)           The Company intends to file the
reports referred to in paragraph (a) above in this Section 7.4 hereof with the
Commission in electronic form pursuant to Regulation S-T of the Commission
using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”)
system.  Compliance with the foregoing
shall constitute delivery by the Company of such reports to the Trustee in
compliance with the provisions of Section 7.4(a) and Section 314(a) of the
Trust Indenture Act.  The Trustee shall
have no duty to search for or obtain any electronic or other filings that the
Company makes with the Commission, regardless of whether such filings are periodic,
supplemental or otherwise.  Delivery of
the reports, information and documents to the Trustee pursuant to this Section
7.4(b) shall be solely for the purposes of compliance with this Section 7.4(b)
and with Section 314(a) of the Trust Indenture Act.


 


                (c)           Delivery of such reports, information
and documents to the Trustee is for informational purposes only and the Trustee’s
receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Company’s compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers’ Certificates).


 


ARTICLE VIII



CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


Section 8.1 
Company May Consolidate, etc., Only on Certain Terms.


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


 


                (a)           in case the Company shall consolidate
with or merge into another Person or convey, transfer or lease its properties
and assets substantially as an entirety to any Person, the Person formed by
such consolidation or into which the Company is merged or the Person which
acquires by conveyance or transfer, or which leases, the properties and assets
of the Company substantially as an entirety shall be a Person organized and
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 premium, if any) and interests on all the Securities and the performance
of every covenant of this Indenture on the part of the Company to be performed
or observed;


 


                (b)           immediately after giving effect to
such transaction and treating any indebtedness that 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;


 


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


 


                (d)           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.


 


 


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Section 8.2 
Successor Person Substituted.


                Upon any
consolidation by the Company, with or merger by the Company into any other
Person or any conveyance, transfer or lease of the properties and assets of the
Company substantially as an entirety in accordance with Section 8.1, the
successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor had been named
as the Company herein; and thereafter, except in the case of a lease, the
Company shall be discharged from all obligations and covenants under the
Indenture and the Securities.


Section 8.3 
Officers’ Certificate and Opinion of Counsel.


                The Trustee,
subject to the provisions of Sections 6.1 and 6.2, may receive and conclusively
rely upon an Officers’ Certificate and an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, sale or conveyance, and any such
assumption, complies with the provisions of this Article VIII.


 


ARTICLE IX



SUPPLEMENTAL INDENTURES


Section 9.1 
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:


 


                (a)           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


 


                (b)           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


 


                (c)           to add any additional Events of
Default with respect to any or all series of Securities (and, if any such Event
of Default applies to fewer than all series of Securities, stating each series
to which such Event of Default applies); or


 


                (d)           to add 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


 


                (e)           to change or eliminate any of the
provisions of this Indenture, provided that any such change or elimination
shall become effective only when there is no Security Outstanding of any series
created prior to the execution of such supplemental indenture which is entitled
to the benefit of such provision; or


 


                (f)            to establish the form or terms of
Securities of any series as permitted by Sections 2.1 and 3.1; or


 


                (g)           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 6.11(b); or


 


 


35

















 


                (h)           to cure any ambiguity, to correct or
supplement any provision herein which may be defective or inconsistent with any
other provision herein, or to make any other provisions with respect to matters
or questions arising under this Indenture which shall not be inconsistent with
the provisions of this Indenture; or


 


                (i)            to add to the conditions,
limitations and restrictions on the authorized amount, form, terms or purposes
of issue, authentication and delivery of Securities, as herein set forth, other
conditions, limitations and restrictions thereafter to be observed; or


 


                (j)            to supplement any of the provisions
of this Indenture to such extent as shall be necessary to permit or facilitate
the defeasance and discharge of any series of Securities pursuant to
Section 4.1 or 10.11, provided that any such action shall not adversely
affect the interests of the Holders of Securities of such series and any
related coupons or any other series of Securities in any material respect; or


 


                (k)           to comply with the requirements of
the Commission in order to effect or maintain the qualification of this
Indenture under the Trust Indenture Act, as contemplated by Section 9.5 or
otherwise; or


 


                (l)            to make any change that does not
adversely affect the legal rights under this Indenture of any Holder of
Securities of any series.


Section 9.2 
Supplemental Indentures with Consent of Holders.


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


 


                (a)           change the Stated Maturity of the
principal of, or any installment of 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 a
Discounted Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.2, or change
any Place of Payment where, or the coin or currency in which, any Security or
any premium or the interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption
Date); or


 


                (b)           reduce the percentage in principal
amount of the Outstanding Securities, 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


 


                (c)           modify any of the provisions of this
Section or Sections 5.13 and 10.10, 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 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 10.10, or the deletion of
this provision, in accordance with the requirements of Sections 6.11(b) and
9.1(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.


 


 


36

















 


                Upon the request
of the Company, each accompanied by a copy of a Board Resolution authorizing
the execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall
join with the Company in the execution of such supplemental indenture.


 


                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 9.3 
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 6.1) shall be fully protected in relying upon, an Opinion of Counsel
and an Officers’ Certificate stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise.


Section 9.4 
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 9.5 
Conformity with Trust Indenture Act.


                Every supplemental
indenture executed pursuant to the Article shall conform to the requirements of
the Trust Indenture Act as then in effect and shall be deemed to include any
provisions of the Trust Indenture Act necessary to effect such conformity.


Section 9.6 
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 Board of Directors, to any such supplemental indenture may be
prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.


ARTICLE X



COVENANTS


Section 10.1  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 premium, if any) and interest on
the Securities in accordance with the terms of the Securities and this
Indenture.


Section 10.2  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 such series may be presented or surrendered for
payment, where Securities of such 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 such series and this Indenture may be served. The
office of the Trustee at its Corporate Trust Office or at the offices or
agencies of its agent shall be such office or agency of the Company, unless the
Company shall designate and maintain some other office or agency for one or
more of such purposes. The Company


 


 


37

















 


will give prompt written notice to the Trustee of any change in the
location of any such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office, and the Company
hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.


 


                The Company may
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 designation; 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
any change in the location of any such office or agency.


Section 10.3  Money for Security Payments to be Held in
Trust.


                If the Company
shall at any time act as its own Paying Agent, it will, on or not more than one
Business Day before each due date of the principal of (and premium, if any) or
interest on any of the Securities, segregate and hold in trust for the benefit
of the Holders entitled thereto a sum sufficient to pay the principal (and
premium, if any) or 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.


 


                If the Company is
not acting as Paying Agent, the Company will, on or before each due date of the
principal of (and premium, if any), or interest on, any Securities, deposit
with a Paying Agent a sum in same day funds sufficient to pay the principal
(and premium, if any) or interest so becoming due, such sum to be held in trust
for the benefit of the Persons entitled to such principal, premium or interest,
and (unless such Paying Agent is the Trustee) the Company will promptly notify
the Trustee of such action or any failure so to act.


 


                If the Company is
not acting as Paying Agent, the Company will cause each Paying Agent 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:


 


                (a)           hold all sums held by it for the
payment of the principal of (and premium, if any) or interest on Securities in
trust for the benefit of the Persons entitled thereto until such sums shall be
paid to such Persons or otherwise disposed of as herein provided;


 


                (b)           give the Trustee notice of any default
by the Company (or any other obligor upon the Securities) in the making of any
payment of principal (and premium, if any) or interest;


 


                (c)           at any time during the continuance of
any such default, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such Paying Agent; and


 


                (d)           acknowledge, accept and agree to
comply in all aspects with the provisions of this Indenture relating to the
duties, rights and disabilities of such Paying Agent.


 


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


 


                Unless otherwise
required by applicable law, 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 (and premium, if any) or interest on any Security and remaining unclaimed
for two years after such principal (and premium, if any) 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


 


 


38

















 


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, or mail to each such Holder
or both 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
notification, publication or mailing, any unclaimed balance of such money then
remaining will be repaid to the Company.


Section 10.4  Corporate Existence.


                Subject to
Article VIII, the Company shall do or cause to be done all things
necessary to preserve and keep in full force and effect the corporate
existence, rights (charter and statutory) and franchises of the Company and
each Subsidiary; provided, however, that the Company shall not be required to
preserve any such right or franchise if the Board of Directors shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company and its Subsidiaries as a whole and that the loss thereof
is not disadvantageous in any material respect to the Holders; and provided,
further, however, that the foregoing shall not prohibit a sale, transfer or
conveyance of a Subsidiary or any of their respective assets in compliance with
the terms of this Indenture.


Section 10.5  Maintenance of Properties.


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


Section 10.6  Payment of Taxes and Other Claims.


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


Section 10.7  Limitations on Liens.


                (a)           The Company will not, and will not
permit any Restricted Subsidiary to, hereafter, create, assume or suffer to
exist any mortgage, security interest, pledge or lien (herein referred to as a “Lien”)
of or upon any Principal Property, or any shares of capital stock or evidences
of indebtedness for borrowed money issued by any Restricted Subsidiary and
owned by the Company or any Restricted Subsidiary, whether owned at the date of
this Indenture or thereafter acquired, without making effective provision, and
the Company in such case will make or cause to be made effective provision,
whereby the Securities shall be secured by such Lien equally and ratably with
any and all other indebtedness or obligations thereby secured, so long as such
indebtedness or obligations shall be so secured; provided, however, that the
foregoing shall not apply to any of the following:


 


                (1)           Liens that exist on the date of this
Indenture;


 


                (2)           Liens on property of any corporation
existing at the time such corporation becomes a Subsidiary;


 


 


39

















 


                (3)           Liens in favor of the Company or any
Subsidiary;


 


                (4)           Liens in favor of governmental bodies
to secure progress, advance or other payments pursuant to contract or statute
or indebtedness incurred to finance all or a part of construction of or
improvements to property subject to such Liens;


 


                (5)           Liens on property existing at the
time of acquisition thereof (including acquisition through merger or
consolidation), and construction and improvement Liens that are entered into
within 180 days from the date of such construction or improvement,
provided that in the case of construction or improvement the Lien shall not
apply to any property theretofore owned by the Company or any Restricted
Subsidiary except substantially unimproved real property on which the property
so constructed or the improvement is located;


 


                (6)           mechanics’ and similar Liens arising
in the ordinary course of business in respect of obligations not due or being
contested in good faith;


 


                (7)           Liens for taxes, assessments, or
governmental charges or levies that are not delinquent or are being contested
in good faith;


 


                (8)           Liens arising from any legal
proceedings that are being contested in good faith;


 


                (9)           any Liens that (i) are
incidental to the ordinary conduct of its business or the ownership of its
properties and assets, (ii) were not incurred in connection with the
borrowing of money or the obtaining of advances or credit and (iii) do not
in the aggregate materially detract from the value of the property of the
Company or any Subsidiary or materially impair the use thereof in the operation
of its business;


 


                (10)          Liens securing industrial development
or pollution control bonds; and


 


                (11)          Liens for the sole purpose of
extending, renewing or replacing (or successively extending, renewing or
replacing) in whole or in part any of the foregoing.


 


                (b)           Notwithstanding the provisions of
paragraph (a)(5) of this Section 10.7, the Company or any Restricted
Subsidiary may, without equally and ratably securing the Securities, create or
assume Liens which would otherwise be subject to the foregoing restrictions if
at the time of such creation or assumption, and after giving effect thereto,
Exempted Indebtedness does not exceed 15% of Consolidated Net Tangible Assets.


Section 10.8  Limitations on Sale and Leaseback.


                (a)           The Company will not, nor will it
permit any Restricted Subsidiary to, enter into any arrangement with any Person
providing for the leasing (as lessee) by the Company or any Restricted
Subsidiary of any Principal Property (except for temporary leases for a term,
including any renewal thereof, of not more than three years and except for
leases between the Company and a Restricted Subsidiary or between Restricted
Subsidiaries) which property has been or is to be sold or transferred by the
Company or a Restricted Subsidiary to such Person (herein referred to as a “Sale
and Leaseback Transaction”) unless either (i) the Company or such
Restricted Subsidiary would be entitled to incur a Lien on such property
without equally and ratably securing the Securities pursuant to clauses
(5) and (11) of paragraph (a) of Section 10.7 or
(ii) the net proceeds of such sale are at least equal to the fair value
(as determined by the Board of Directors) of such property and the Company shall
apply an amount equal to the net proceeds of such sale to the retirement (other
than any mandatory retirement or payment at maturity) of (x) securities
(other than any retirement prohibited by the terms of any Securities pursuant
to prohibitions on advance refundings) or (y) Funded Debt of the Company
or any Restricted Subsidiary ranking prior to or on a parity with the
Securities, within 120 days of the effective date of any such arrangement.


 


 


40
















 


                (b)           Notwithstanding the provisions of
paragraph (a) of this Section 10.8, the Company or any Restricted
Subsidiary may enter into Sale and Leaseback Transactions, if at the time of
such entering into, and after giving effect thereto, Exempted Indebtedness does
not exceed 15% of Consolidated Net Tangible Assets.


Section 10.9  Statement by Officers as to Default.


                The Company will
deliver to the Trustee, within 120 days after the end of each fiscal year
of the Company ending after the date hereof, an Officers’ Certificate, stating
whether or not to the best knowledge of the signers thereof the Company is in
default in the performance and observance of any of the terms, provisions and
conditions of Sections 10.1 to 10.8, inclusive, 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 10.10  Waiver of Certain Covenants.


                The Company may
omit in any particular instance to comply with any covenant or condition set
forth in Sections 10.1 through 10.8 if, before or after the time for such
compliance, the Holders of not less than a majority in aggregate principal
amount of the Securities at the time Outstanding shall, by Act of such Holders,
waive such compliance in such instance or generally waive compliance with such
covenant or condition, but no such waiver shall extend to or effect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such covenant or condition shall remain in full
force and effect.


Section 10.11  Defeasance of Certain Obligations.


                If specified
pursuant to Section 3.1 to be applicable to the Securities of any series,
the Company may omit to comply with and shall have no liability in respect of
any term, provision, condition or limitation set forth in Section 8.1,
Section 10.7 and Section 10.8 (and, if specified pursuant to
Section 3.1, the Company’s obligations under any other covenant), whether
directly or indirectly, by reason of any reference elsewhere herein to any such
Section or such other covenant or by reason of reference in any Section or such
other covenant to any other provision herein or in any other document, and any
such omission to comply shall not constitute a default or an Event of Default
under Section 5.1(c); provided, however, that the following conditions
have been satisfied:


 


                (a)
          with respect to all Outstanding
Securities of such series and any coupons appertaining thereto not theretofore
delivered to the Trustee for cancellation, the Company shall have deposited or
caused to be deposited with the Trustee for such series as trust funds or
obligations in trust an amount of


 


                (1)
cash in the currency or currency unit in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 3.1 for the
Securities of such series);


 


                (2)
Government Obligations; or


 


                (3)
a combination of such cash and Government Obligations,


 


in each case in an amount which, together
with, as evidenced by a Certificate of a Firm of Independent Public Accountants
delivered to such Trustee, the predetermined and certain income to accrue on
any Government Obligations when due (without the consideration of any
reinvestment thereof) is sufficient to pay and discharge when due the entire
indebtedness on all such Outstanding Securities of such series and any related
coupons for unpaid principal (and premium, if any) and interest, if any, to the
Stated Maturity or any Redemption Date, as the case may be;


 


                (b)
          such deposit will not result in
a breach or violation of, or constitute a default under, this Indenture or any
other agreement or instrument to which the Company is a party or by which it is
bound;


 


                (c)
          no Event of Default or event
which with the giving of notice or lapse of time, or both, would become an
Event of Default with respect to the Securities of that Series shall have
occurred and be


 


 


41

















 


continuing on the date of such deposit and no
Event of Default under Section 5.1(d) or Section 5.1(e) or event of
which with the giving of notice or lapse of time, or both, would become an
Event of Default under Section 5.1(d) or Section 5.1(e) shall have
occurred and be continuing on the 91st day after such date;


 


                (d)
          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 defeasance contemplated
in the Section have been complied with;


 


                (e)
          if the Securities of such series
and any related coupons are not to become due and payable at their Stated
Maturity within one year of the date of such deposit or are not to be called
for redemption within one year of the date of such deposit under arrangements
satisfactory to such Trustee as of the date of such deposit, then the Company
shall have given, not later than the date of such deposit, an Opinion of
Counsel confirming that the Holders of the Securities of such series will not
recognize income, gain or loss for federal income tax purposes as a result of
such deposit and defeasance and will be subject to federal income tax on the
same amount and in the same manner and at the same times as would have been the
case if such deposit and defeasance had not occurred; and


 


                (f)
           the Company shall have
delivered to the Trustee an Opinion of Counsel (which may be subject to the
customary exceptions) to the effect that after the 91st day
following deposit, the trust funds will not be subject to the effect of any
applicable Federal or State bankruptcy, insolvency, reorganization or similar
laws affecting creditors’ rights generally.


 


                All obligations of
the Company under this Indenture with respect to the Securities of such series,
other than with respect to Section 8.1, Section 10.7 and
Section 10.8 (and, if specified pursuant to Section 3.1, the Company’s
obligations under any other covenant), shall remain in full force and effect.
Anything in this Section 10.11 to the contrary notwithstanding, the
Trustee for any series of Securities 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 this Section 10.11 which, as expressed in a Certificate
of a Firm of Independent Public Accountants delivered to such Trustee, are in
excess of the amount thereof which would then have been required to be
deposited for the purpose of which such money or Government obligations were
deposited or received, provided such delivery can be made without liquidating
any Government Obligations.


 


ARTICLE XI



REDEMPTION OF SECURITIES


Section 11.1  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 3.1 for Securities of any series) in accordance with this
Article.


Section 11.2  Election to Redeem; Notice to Trustee.


                The election of
the Company to redeem any Securities pursuant to Section 11.1 shall be
evidenced by a Board Resolution and an Officers’ Certificate. In case of any
redemption at the election of the Company, the Company shall, at least
60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice period shall be satisfactory to the Trustee), notify the Trustee
in writing of such Redemption Date and of the principal amount of Securities to
be redeemed.


Section 11.3  Selection by Trustee of Securities to be
Redeemed.


                If less than all
the Securities are to be redeemed, the particular Securities or portions
thereof to be redeemed shall be selected not more than 60 days prior to
the Redemption Date by the Trustee, from the Outstanding


 


42

















 


Securities not previously called for redemption, by such method as the
Trustee shall deem to be fair and appropriate, and the amounts to be redeemed
shall be equal to $1,000 or any integral multiple thereof.


 


                The Trustee shall
promptly notify the Company and each Security Registrar 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 redemption of Securities shall relate, in the case of any Security
redeemed or to be redeemed only in part, to the portion of the principal amount
of such Security which has been or is to be redeemed.


Section 11.4  Notice of Redemption.


                Notice of
redemption shall be given by first-class mail, postage prepaid, mailed
not less than 30 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:


 


                (a)           the Redemption Date;


 


                (b)           the Redemption Price;


 


                (c)           if less than all Outstanding
Securities are to be redeemed, the identification of the particular Securities
to be redeemed;


 


                (d)           in the case of a Security to be
redeemed in part, the principal amount of such Security to be redeemed and that
after the Redemption Date upon surrender of such Security, a new Security or
Securities in the aggregate principal amount equal to the unredeemed portion
thereof will be issued;


 


                (e)           that Securities called for redemption
must be surrendered to the Paying Agent to collect the Redemption Price;


 


                (f)            that on the Redemption Date the
Redemption Price will become due and payable upon each such Security or portion
thereof, and that (unless the Company shall default in payment of the
Redemption Price) interest thereon shall cease to accrue on and after said
date;


 


                (g)           the place or places where such
Securities are to be surrendered for payment of the Redemption Price; and


 


                (h)           the CUSIP Number of the Securities.


 


                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 delivered to the Trustee at
least 5 Business Days before such notice is to be given to the Holders (unless
a shorter period shall be acceptable to the Trustee), by the Trustee in the
name and at the expense of the Company.


 


                The notice if
mailed in the manner herein provided shall be conclusively presumed to have been
given, whether or not the Holder receives such notice. In any case, failure to
give such notice by mail or any defect in the notice to the Holder of any
Security designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Security.


Section 11.5  Deposit of Redemption Price.


                On or 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 10.3) an


 


 


43

















 


amount of money in same day funds 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 or portions thereof which are to be
redeemed on that date.


Section 11.6  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 installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such
on the relevant Regular Record Dates according to the terms and the provisions
of Section 3.7.


 


                If any Security
called for redemption shall not be so paid upon surrender thereof for
redemption, the principal (and premium, if any) shall, until paid, bear
interest from the Redemption Date at the rate borne by such Security.


Section 11.7  Securities Redeemed in Part.


                Any Security which
is to be redeemed only in part shall be surrendered at the office or agency of
the Company maintained for such purpose pursuant to Section 10.2 (with, if
the Company, the Security Registrar or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Company,
the Security Registrar or 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 to the Holder, a new Security or Securities, 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; provided, however, that the Depositary need not
surrender Global Securities for a partial redemption and may be authorized to
make a notation on such Global Security of such partial redemption. In the case
of a partial redemption of the Global Securities, the Depositary, and in turn,
the participants in the Depositary, shall have the responsibility to select any
Securities to be redeemed by random lot.


ARTICLE XII



SINKING FUNDS


Section 12.1  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 3.1 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 12.2. 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 12.2  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


 


44

















 


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 12.3  Redemption of Securities for Sinking Fund.


                Not less than
75 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 12.2 and will also deliver to the Trustee any Securities to be so
delivered. The Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 11.3 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 11.4. Such notice
having been duly given, the redemption of such Securities shall be made upon
the terms and in the manner stated in Sections 11.6 and 11.7.


 


                This Indenture may
be signed in any number of counterparts with the same effect as if the
signatures to each counterpart were upon a single instrument, and all such
counterparts together shall be deemed an original of this Indenture.


 


 


45

















 


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


 


	
   

  	
  McCORMICK & COMPANY, INCORPORATED

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Paul Beard

  
	
   

  	
   

  	
  Name: Paul Beard

  
	
   

  	
   

  	
  Title: Vice President & Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK, as Trustee

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Scott I. Klein

  
	
   

  	
   

  	
  Name: Scott I. Klein

  
	
   

  	
   

  	
  Title: Assistant Treasurer

  



 


 


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