Exhibit 4.1.2
UNION CARBIDE CORPORATION
DEBT SECURITIES
INDENTURE
_______________________________________________________________
Dated as of June 1, 1995
CHEMICAL BANK, Trustee
PARTIAL CROSS-REFERENCE TABLE
Indenture Section TIA Section
2.05 317(b)
2.06 312(a)
2.11 316(a)
(last sentence)
4.07 314(a)(4)
4.08 314(a)(1)
6.04 316(a)(1)(B)
6.05 316(a)(1)(A)
6.07 317(a)(1)
7.04 315(b)
7.05 313(a)
7.05 313(d)
7.07 310(a), 310(b)
7.10 310(b)(1)
8.02 310(a), 310(b)
9.04 316(c)
10.01 318(a)
10.02 313(c)
10.03 314(c)(1)
314(c)(2)
10.04 314(e)
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TABLE OF CONTENTS
Article Section Heading Page
1 DEFINITIONS
1.01 Definitions ....................... 1
1.02 Other Definitions ................. 3
1.03 Rules of Construction ............. 3
2 THE SECURITIES
2.01 Issuable in Series ................ 4
2.02 Execution and Authentication....... 5
2.03 Bond Agents ....................... 6
2.04 Bearer Securities ................. 6
2.05 Paying Agent to Hold Money in
Trust ........................... 7
2.06 Securityholder Lists .............. 8
2.07 Transfer and Exchange ............. 8
2.08 Replacement Securities ............ 9
2.09 Outstanding Securities ............ 9
2.10 Discounted Securities ............. 9
2.11 Treasury Securities ............... 10
2.12 Global Securities ................. 10
2.13 Temporary Securities .............. 10
2.14 Cancellation ...................... 11
2.15 Defaulted Interest ................ 11
3 REDEMPTION
3.01 Notices to Trustee ................ 11
3.02 Selection of Securities to Be
Redeemed ........................ 12
3.03 Notice of Redemption .............. 12
3.04 Effect of Notice of
Redemption ...................... 13
3.05 Payment of Redemption Price ....... 13
3.06 Securities Redeemed in Part ....... 14
4 COVENANTS
4.01 Certain Definitions ............... 14
4.02 Payment of Securities ............. 15
4.03 Overdue Interest .................. 16
4.04 Limitation on Liens ............... 16
4.05 Limitation on Sale and
Leaseback ....................... 17
4.06 No Lien Created, etc. ............. 18
4.07 Compliance Certificate ............ 18
4.08 SEC Reports ....................... 18
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Article Section Heading Page
5 SUCCESSORS
5.01 When Company May Merge, etc. ...... 19
6 DEFAULTS AND REMEDIES
6.01 Events of Default ................. 19
6.02 Acceleration ...................... 20
6.03 Other Remedies .................... 21
6.04 Waiver of Past Defaults ........... 21
6.05 Control by Majority ............... 21
6.06 Limitation on Suits ............... 22
6.07 Collection Suit by Trustee ........ 22
6.08 Priorities ........................ 22
7 TRUSTEE
7.01 Rights of Trustee ................. 23
7.02 Individual Rights of Trustee ...... 24
7.03 Trustee's Disclaimer .............. 24
7.04 Notice of Defaults ................ 24
7.05 Reports by Trustee to Holders ..... 24
7.06 Compensation and Indemnity ........ 25
7.07 Replacement of Trustee ............ 25
7.08 Successor Trustee by Merger,
etc. ............................ 26
7.09 Trustee's Capital and Surplus ..... 27
7.10 No Conflicting Interest ........... 27
8 DISCHARGE OF INDENTURE
8.01 Defeasance ........................ 27
8.02 Conditions to Defeasance .......... 27
8.03 Application of Trust Money ........ 29
8.04 Repayment to Company .............. 29
9 AMENDMENTS
9.01 Without Consent of Holders ........ 29
9.02 With Consent of Holders ........... 30
9.03 Compliance with Trust
Indenture Act ................... 30
9.04 Effect of Consents ................ 31
9.05 Notation on or Exchange of
Securities ...................... 31
9.06 Trustee Protected ................. 31
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Article Section Heading Page
10 MISCELLANEOUS
10.01 Trust Indenture Act ............... 31
10.02 Notices ........................... 32
10.03 Certificate and Opinion as to
Conditions Precedent ............ 33
10.04 Statements Required in
Certificate or Opinion .......... 33
10.05 Rules by Company and Agents ....... 33
10.06 Legal Holidays .................... 34
10.07 No Recourse Against Others ........ 34
10.08 Duplicate Originals ............... 34
10.09 Governing Law ..................... 35
SIGNATURES ................................ 35
Exhibit A: A Form of Registered
Security
Exhibit B: A Form of Bearer Security
Notes to Exhibits A and B
Exhibit C: A Form of Assignment
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INDENTURE dated as of June 1, 1995 between UNION CARBIDE
CORPORATION, a New York corporation ("Company"), and CHEMICAL
BANK, a New York banking corporation ("Trustee").
Each party agrees as follows for the benefit of the
Holders of the Company's debt securities issued under this
Indenture:
ARTICLE 1 DEFINITIONS
SECTION 1.01. Definitions.
"Affiliate" means any person directly or indirectly
controlling or controlled by or under direct or indirect common
control with the Company.
"Agent" means any Registrar, Transfer Agent or Paying
Agent.
"Authorized Newspaper" means a newspaper that is:
(1) printed in the English language or in an
official language of the country of publication;
(2) customarily published on each business day in
the place of publication; and
(3) of general circulation in the relevant place or
in the financial community of such place.
Whenever successive publications in an Authorized Newspaper are
required, they may be made in the same or different Authorized
Newspapers.
"Bearer Security" means a Security payable to bearer.
"Board" means the Board of Directors of the Company or any
authorized committee of the Board.
"Bond Resolution" means a resolution adopted by the Board
or by an Officer or a committee of Officers pursuant to Board
delegation authorizing a series of Securities.
"Company" means the party named as such above until a
successor replaces it and thereafter means the successor.
"coupon" means an interest coupon for a Bearer Security.
"Default" means any event which is, or after notice or
passage of time would be, an Event of Default.
"Discounted Security" means a Security where the amount of
principal due upon acceleration is less than the stated
principal amount.
"Holder" or "Securityholder" means the person in whose
name a Registered Security is registered and the bearer of a
Bearer Security or coupon.
"Indenture" means this Indenture and any Bond Resolution
as amended from time to time.
"Officer" means the Chairman, any Vice-Chairman, the
President, any Vice-President, the Treasurer, the Secretary,
the Controller or any Assistant Treasurer or Associate
Treasurer of the Company.
"Officers' Certificate" means a certificate signed by two
Officers or by an Officer and an Assistant Secretary or
Assistant Controller of the Company.
"Opinion of Counsel" means a written opinion from legal
counsel who is acceptable to the Trustee. The counsel may be
an employee of or counsel to the Company or the Trustee.
"principal" of a debt security means the principal of the
security plus the premium, if and when applicable, on the
security.
"Registered Security" means a Security registered as to
principal and interest by the Registrar.
"SEC" means the Securities and Exchange Commission.
"Securities" means the debt securities issued under this
Indenture.
"series" means a series of Securities or the Securities of
the series.
"TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb) as in effect on the date shown above.
"Trustee" means the party named as such above until a
successor replaces it and thereafter means the successor.
"Trust Officer" means the Chairman of the Board, the
President or any other officer or assistant officer of the
Trustee assigned by the Trustee to administer its corporate
trust matters.
"United States" means the United States of America, its
territories and possessions and other areas subject to its
jurisdiction.
SECTION 1.02. Other Definitions.
Term Defined in Section
"Attributable Debt" 4.01
"Bankruptcy Law" 6.01
"Consolidated Net Tangible
Assets" 4.01
"Custodian" 6.01
"Debt" 4.01
"Event of Default" 6.01
"Legal Holiday" 10.06
"Lien" 4.01
"Long-Term Debt" 4.01
"Paying Agent" 2.03
"Principal Property" 4.01
"Registrar" 2.03
"Restricted Property" 4.01
"Restricted Subsidiary" 4.01
"Sale-Leaseback Transaction" 4.01
"Subsidiary" 4.01
"Transfer Agent" 2.03
"Treasury Regulations" 2.04
"U.S. Government Obligations" 8.02
"Voting Stock" 4.01
"Wholly-Owned Subsidiary" 4.01
"Yield to Maturity" 4.01
SECTION 1.03. Rules of Construction.
Unless the context otherwise requires:
(1) a term has the meaning assigned to it;
(2) an accounting term not otherwise defined has the
meaning assigned to it in accordance with
generally accepted accounting principles in the
United States;
(3) generally accepted accounting principles are
those applicable from time to time;
(4) all terms used in this Indenture that are
defined by the TIA, defined by TIA reference to
another statute or defined by SEC rule under the
TIA have the meanings assigned to them by such
definitions;
(5) "or" is not exclusive; and
(6) words in the singular include the plural, and in
the plural include the singular.
ARTICLE 2 THE SECURITIES
SECTION 2.01. Issuable in Series.
The aggregate principal amount of Securities that may be
issued under this Indenture is unlimited. The Securities may
be issued from time to time in one or more series. Each series
shall be created by a Bond Resolution or a supplemental
indenture that establishes the terms of the series, which may
include the following:
(1) the title of the series;
(2) the aggregate principal amount of the series;
(3) the interest rate, if any, or method of
calculating the interest rate;
(4) the date from which interest will accrue;
(5) the record dates for interest payable on
Registered Securities;
(6) the dates when principal and interest are
payable;
(7) the manner of paying principal and interest;
(8) the places where principal and interest are
payable;
(9) the Registrar, Transfer Agent and Paying Agent;
(10) the terms of any mandatory or optional
redemption by the Company;
(11) the terms of any redemption at the option of
Holders;
(12) the denominations in which Securities are
issuable;
(13) whether Securities will be issuable as
Registered Securities or Bearer Securities;
(14) whether and upon what terms Registered
Securities and Bearer Securities may be
exchanged;
(15) whether any Securities will be represented by a
Security in global form;
(16) the terms of any global Security;
(17) the terms of any tax indemnity;
(18) the currencies (including any composite
currency) in which principal or interest may be
paid;
(19) if payments of principal or interest may be made
in a currency other than that in which
Securities are denominated, the manner for
determining such payments;
(20) if amounts of principal or interest may be
determined by reference to an index, formula or
other method, the manner for determining such
amounts;
(21) provisions for electronic issuance of Securities
or for Securities in uncertificated form;
(22) the portion of principal payable upon
acceleration of a Discounted Security;
(23) any Events of Default or covenants in addition
to or in lieu of those set forth in this
Indenture;
(24) whether and upon what terms Securities may be
defeased;
(25) the forms of the Securities or any coupon, which
may be in the form of Exhibit A or B;
(26) any terms that may be required by or advisable
under U.S. laws; and
(27) any other terms not inconsistent with this
Indenture.
All Securities of one series need not be issued at the
same time and, unless otherwise provided, a series may be
reopened for issuances of additional Securities of such series.
The creation and issuance of a series and the
authentication and delivery thereof are not subject to any
conditions precedent.
SECTION 2.02. Execution and Authentication.
Two Officers shall sign the Securities by manual or
facsimile signature. The Company's seal shall be reproduced on
the Securities. An Officer shall sign any coupons by facsimile
signature.
If an Officer whose signature is on a Security or its
coupons no longer holds that office at the time the Security is
authenticated or delivered, the Security and coupons shall
nevertheless be valid.
A Security and its coupons shall not be valid until the
Security is authenticated by the manual signature of the
Registrar. The signature shall be conclusive evidence that the
Security has been authenticated under this Indenture.
Each Registered Security shall be dated the date of its
authentication. Each Bearer Security shall be dated the date
of its original issuance or as provided in the Bond Resolution.
Securities may have notations, legends or endorsements
required by law, stock exchange rule, agreement or usage.
SECTION 2.03. Bond Agents.
The Company shall maintain an office or agency where
Securities may be authenticated ("Registrar"), where Securities
may be presented for registration of transfer or for exchange
("Transfer Agent") and where Securities may be presented for
payment ("Paying Agent"). Whenever the Company must issue or
deliver Securities pursuant to this Indenture, the Registrar
shall authenticate the Securities at the Company's request.
The Transfer Agent shall keep a register of the Securities and
of their transfer and exchange.
The Company may appoint more than one Registrar, Transfer
Agent or Paying Agent for a series. The Company shall notify
the Trustee of the name and address of any Agent not a party to
this Indenture. If the Company fails to maintain a Registrar,
Transfer Agent or Paying Agent for a series, the Trustee shall
act as such.
SECTION 2.04. Bearer Securities.
U.S. laws and Treasury Regulations restrict sales or
exchanges of and payments on Bearer Securities. Therefore,
except as provided below:
(1) Bearer Securities will be offered, sold and
delivered only outside the United States and
will be delivered only upon presentation of a
certificate in a form prescribed by the Company
to comply with U.S. laws and regulations.
(2) Bearer Securities will not be issued in exchange
for Registered Securities.
(3) All payments of principal and interest
(including original issue discount) on Bearer
Securities will be made outside the United
States by a Paying Agent located outside the
United States unless the Company determines
that:
(A) such payments may not be made by such
Paying Agent because the payments are
illegal or prevented by exchange controls
as described in Treasury Regulation
Section 1.163-5(c)(2)(v); and
(B) making the payments in the United States
would not have an adverse tax effect on the
Company.
If there is a change in the relevant provisions of U.S.
laws or Treasury Regulations or the judicial or administrative
interpretation thereof, a restriction set forth in paragraph
(1), (2) or (3) above will not apply to a series if the Company
determines that the relevant provisions no longer apply to the
series or that failure to comply with the relevant provisions
would not have an adverse tax effect on the Company or on
Securityholders or cause the series to be treated as
"registration-required" obligations under U.S. law.
The Company shall notify the Trustee of any determinations
by the Company under this Section.
"Treasury Regulations" means regulations of the U.S.
Treasury Department under the Internal Revenue Code of 1986, as
amended.
SECTION 2.05. Paying Agent to Hold Money in Trust.
The Company shall require each Paying Agent for a series
other than the Trustee to agree in writing that the Paying
Agent will hold in trust for the benefit of the persons
entitled thereto all money held by the Paying Agent for the
payment of principal of or interest on the series, and will
notify the Trustee of any default by the Company in making any
such payment.
While any such default continues, the Trustee may require
a Paying Agent to pay all money so held by it to the Trustee.
The Company at any time may require a Paying Agent to pay all
money held by it to the Trustee. Upon payment over to the
Trustee, the Paying Agent shall have no further liability for
the money.
If the Company or an Affiliate acts as Paying Agent for a
series, it shall segregate and hold as a separate trust fund
all money held by it as Paying Agent for the series.
SECTION 2.06. Securityholder Lists.
The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of
the names and addresses of Securityholders. If the Trustee is
not the Transfer Agent, the Company shall furnish to the
Trustee semiannually and at such other times as the Trustee may
request a list in such form and as of such date as the Trustee
may reasonably require of the names and addresses of Holders of
Registered Securities and Holders of Bearer Securities whose
names are on the list referred to below.
The Transfer Agent shall keep a list of the names and
addresses of Holders of Bearer Securities who file a request to
be included on such list. A request will remain in effect for
two years but successive requests may be made.
Whenever the Company or the Trustee is required to mail a
notice to all Holders of Registered Securities of a series, it
also shall mail the notice to Holders of Bearer Securities of
the series whose names are on the list.
Whenever the Company is required to publish a notice to
all Holders of Bearer Securities of a series, it also shall
mail the notice to such of them whose names are on the list.
SECTION 2.07. Transfer and Exchange.
When Registered Securities of a series are presented to
the Transfer Agent with a request to register transfer or to
exchange them for an equal principal amount of Registered
Securities of other denominations of the series, the Transfer
Agent shall register the transfer or make the exchange if its
requirements for such transactions are met.
The Transfer Agent may require a Holder to pay a sum
sufficient to cover any taxes imposed on a transfer or
exchange.
If a series provides for Registered and Bearer Securities
and for their exchange, Bearer Securities may be exchanged for
Registered Securities and Registered Securities may be
exchanged for Bearer Securities as provided in the Securities
or the Bond Resolution if the requirements of the Transfer
Agent for such transactions are met and if Section 2.04 permits
the exchange.
SECTION 2.08. Replacement Securities.
If the Holder of a Security or coupon claims that it has
been lost, destroyed or wrongfully taken, then, in the absence
of notice to the Company or the Trustee that the Security or
coupon has been acquired by a bona fide purchaser, the Company
shall issue a replacement Security or coupon if the Company and
the Trustee receive:
(1) evidence satisfactory to them of the loss,
destruction or taking;
(2) an indemnity bond satisfactory to them; and
(3) payment of a sum sufficient to cover their
expenses and any taxes for replacing the
Security or coupon.
A replacement Security shall have coupons attached
corresponding to those, if any, on the replaced Security.
Every replacement Security or coupon is an additional
obligation of the Company.
SECTION 2.09. Outstanding Securities.
The Securities outstanding at any time are all the
Securities authenticated by the Registrar except for those
cancelled by it, those delivered to it for cancellation, and
those described in this Section as not outstanding.
If a Security is replaced pursuant to Section 2.08, it
ceases to be outstanding unless the Trustee and the Company
receive proof satisfactory to them that the replaced Security
is held by a bona fide purchaser.
If Securities are considered paid under Section 4.02, they
cease to be outstanding and interest on them ceases to accrue.
A Security does not cease to be outstanding because the
Company or an Affiliate holds the Security.
SECTION 2.10. Discounted Securities.
In determining whether the Holders of the required
principal amount of Securities have concurred in any direction,
waiver or consent, the principal amount of a Discounted
Security shall be the amount of principal that would be due as
of the date of such determination if payment of the Security
were accelerated on that date.
SECTION 2.11. Treasury Securities.
In determining whether the Holders of the required
principal amount of Securities have concurred in any direction,
waiver or consent, Securities owned by the Company or an
Affiliate shall be disregarded, except that for the purposes of
determining whether the Trustee shall be protected in relying
on any such direction, waiver or consent, only Securities which
the Trustee knows are so owned shall be so disregarded.
SECTION 2.12. Global Securities.
If the Bond Resolution so provides, the Company may issue
some or all of the Securities of a series in temporary or
permanent global form. A global Security may be in registered
form, in bearer form with or without coupons or in
uncertificated form. A global Security shall represent that
amount of Securities of a series as specified in the global
Security or as endorsed thereon from time to time. At the
Company's request, the Registrar shall endorse a global
Security to reflect the amount of any increase or decrease in
the Securities represented thereby.
The Company may issue a global Security only to a
depository designated by the Company. A depository may
transfer a global Security only as a whole to its nominee or to
a successor depository.
The Bond Resolution may establish, among other things, the
manner of paying principal and interest on a global Security
and whether and upon what terms a beneficial owner of an
interest in a global Security may exchange such interest for
definitive Securities.
The Company, an Affiliate, the Trustee and any Agent shall
not be responsible for any acts or omissions of a depository,
for any depository records of beneficial ownership interests or
for any transactions between the depository and beneficial
owners.
SECTION 2.13. Temporary Securities.
Until definitive Securities of a series are ready for
delivery, the Company may use temporary Securities. Temporary
Securities shall be substantially in the form of definitive
Securities but may have variations that the Company considers
appropriate for temporary Securities. Temporary Securities may
be in global form. Temporary Bearer Securities may have one or
more coupons or no coupons. Without unreasonable delay, the
Company shall deliver definitive Securities in exchange for
temporary Securities.
SECTION 2.14. Cancellation.
The Company at any time may deliver Securities to the
Registrar for cancellation. The Transfer Agent and the Paying
Agent shall forward to the Registrar any Securities and coupons
surrendered to them for payment, exchange or registration of
transfer. The Registrar shall cancel all Securities or coupons
surrendered for payment, registration of transfer, exchange or
cancellation as follows: the Registrar will cancel all
Registered Securities and matured coupons. The Registrar also
will cancel all Bearer Securities and unmatured coupons unless
the Company requests the Registrar to hold the same for
redelivery. Any Bearer Securities so held shall be considered
delivered for cancellation under Section 2.09. The Registrar
shall destroy cancelled Securities and coupons unless the
Company otherwise directs.
Unless the Bond Resolution otherwise provides, the Company
may not issue new Securities to replace Securities that the
Company has paid or that the Company has delivered to the
Registrar for cancellation.
SECTION 2.15. Defaulted Interest
If the Company defaults in a payment of interest on
Registered Securities, it need not pay the defaulted interest
to Holders on the regular record date. The Company may fix a
special record date for determining Holders entitled to receive
defaulted interest or the Company may pay defaulted interest in
any other lawful manner.
ARTICLE 3 REDEMPTION
SECTION 3.01. Notices to Trustee.
Securities of a series that are redeemable before maturity
shall be redeemable in accordance with their terms and, unless
the Bond Resolution otherwise provides, in accordance with this
Article.
In the case of a redemption by the Company, the Company
shall notify the Trustee of the redemption date and the
principal amount of Securities to be redeemed. The Company
shall notify the Trustee at least 50 days before the redemption
date unless a shorter notice is satisfactory to the Trustee.
If the Company is required to redeem Securities, it may
reduce the principal amount of Securities required to be
redeemed to the extent it is permitted a credit by the terms of
the Securities and it notifies the Trustee of the amount of the
credit and the basis for it. If the reduction is based on a
credit for acquired or redeemed Securities that the Company has
not previously delivered to the Registrar for cancellation, the
Company shall deliver the Securities at the same time as the
notice.
SECTION 3.02. Selection of Securities to Be Redeemed.
If less than all the Securities of a series are to be
redeemed, the Trustee shall select the Securities to be
redeemed by a method the Trustee considers fair and
appropriate. The Trustee shall make the selection from
Securities of the series outstanding not previously called for
redemption. The Trustee may select for redemption portions of
the principal of Securities having denominations larger than
the minimum denomination for the series. Securities and
portions thereof selected for redemption shall be in amounts
equal to the minimum denomination for the series or an integral
multiple thereof. Provisions of this Indenture that apply to
Securities called for redemption also apply to portions of
Securities called for redemption.
SECTION 3.03. Notice of Redemption.
At least 20 days but not more than 60 days before a
redemption date, the Company shall mail a notice of redemption
by first-class mail to each Holder of Registered Securities
whose Securities are to be redeemed.
If Bearer Securities are to be redeemed, the Company shall
publish a notice of redemption in an Authorized Newspaper as
provided in the Securities.
A notice shall identify the Securities of the series to be
redeemed and shall state:
(1) the redemption date;
(2) the redemption price;
(3) the name and address of the Paying Agent;
(4) that Securities called for redemption, together
with all coupons, if any, maturing after the
redemption date, must be surrendered to the
Paying Agent to collect the redemption price;
(5) that interest on Securities called for
redemption ceases to accrue on and after the
redemption date; and
(6) whether the redemption by the Company is
mandatory or optional.
A redemption notice given by publication need not identify
Registered Securities to be redeemed.
At the Company's request, the Trustee shall give the
notice of redemption in the Company's name and at its expense.
SECTION 3.04. Effect of Notice of Redemption.
Once notice of redemption is given, Securities called for
redemption become due and payable on the redemption date at the
redemption price stated in the notice.
SECTION 3.05. Payment of Redemption Price.
On or before the redemption date, the Company shall
deposit with the Paying Agent money sufficient to pay the
redemption price of and accrued interest on all Securities to
be redeemed on that date.
When the Holder of a Security surrenders it for redemption
in accordance with the redemption notice, the Company shall pay
to the Holder on the redemption date the redemption price and
accrued interest to such date, except that:
(1) the Company will pay any such interest (except
defaulted interest) to Holders on the record
date of Registered Securities if the redemption
date occurs on an interest payment date; and
(2) the Company will pay any such interest to
Holders of coupons that mature on or before the
redemption date upon surrender of such coupons
to the Paying Agent.
Coupons maturing after the redemption date on a called
Security are void absent a payment default on that date.
Nevertheless, if a Holder surrenders for redemption a Bearer
Security missing any such coupons, the Company may deduct the
face amount of such coupons from the redemption price. If
thereafter the Holder surrenders to the Paying Agent the
missing coupons, the Company will return the amount so
deducted. The Company also may waive surrender of the missing
coupons if it receives an indemnity bond satisfactory to the
Company.
SECTION 3.06. Securities Redeemed in Part.
Upon surrender of a Security that is redeemed in part, the
Company shall deliver to the Holder a new Security of the same
series equal in principal amount to the unredeemed portion of
the Security surrendered.
ARTICLE 4 COVENANTS
SECTION 4.01. Certain Definitions.
"Attributable Debt" for a lease means, as of the date of
determination, the present value of net rent for the remaining
term of the lease. Rent shall be discounted to present value
at a discount rate that is compounded semiannually. The
discount rate shall be 10% per annum or, if the Company elects,
the discount rate shall be equal to the weighted average Yield
to Maturity of the Securities. Such average shall be weighted
by the principal amount of the Securities of each series or, in
the case of Discounted Securities, the amount of principal that
would be due as of the date of determination if payment of the
Securities were accelerated on that date.
Rent is the lesser of (a) rent for the remaining term of
the lease assuming it is not terminated or (b) rent from the
date of determination until the first possible termination date
plus the termination payment then due, if any. The remaining
term of a lease includes any period for which the lease has
been extended. Rent does not include (1) amounts due for
maintenance, repairs, utilities, insurance, taxes, assessments
and similar charges or (2) contingent rent, such as that based
on sales. Rent may be reduced by the discounted present value
of the rent that any sublessee must pay from the date of
determination for all or part of the same property. If the net
rent on a lease is not definitely determinable, the Company may
estimate it in any reasonable manner.
"Consolidated Net Tangible Assets" means total assets less
(a) total current liabilities (excluding Debt due within 12
months) and (b) goodwill, as reflected in the Company's most
recent consolidated balance sheet preceding the date of a
determination under Section 4.04(9).
"Debt" means any debt for borrowed money or any guarantee
of such a debt.
"Lien" means any mortgage, pledge, security interest or
lien.
"Long-Term Debt" means Debt that by its terms matures on a
date more than 12 months after the date it was created or Debt
that the obligor may extend or renew without the obligee's
consent to a date more than 12 months after the date the Debt
was created.
"Principal Property" means any manufacturing facility
located in the United States (excluding territories and
possessions), except any such facility that in the opinion of
the Board is not of material importance to the total business
conducted by the Company and its consolidated Subsidiaries.
"Restricted Property" means any Principal Property or any
shares of capital stock of a Restricted Subsidiary, in each
case, now owned or hereafter acquired by the Company or a
Restricted Subsidiary.
"Restricted Subsidiary" means a Wholly-Owned Subsidiary
that has substantially all of its assets located in the United
States (excluding territories and possessions) or Puerto Rico
and owns a Principal Property.
"Sale-Leaseback Transaction" means an arrangement pursuant
to which the Company or a Restricted Subsidiary now owns or
hereafter acquires a Principal Property, transfers it to a
person, and leases it back from the person.
"Subsidiary" means a corporation a majority of whose
Voting Stock is owned by the Company or a Subsidiary.
"Voting Stock" means capital stock having voting power
under ordinary circumstances to elect directors.
"Wholly-Owned Subsidiary" means a corporation all of whose
Voting Stock is owned by the Company or a Wholly-Owned
Subsidiary.
"Yield to Maturity" means the yield to maturity on a
Security at the time of its issuance or at the most recent
determination of interest on the Security.
SECTION 4.02. Payment of Securities.
The Company shall pay the principal of and interest on a
series in accordance with the terms of the Securities for the
series, any related coupons, and this Indenture. Principal and
interest on a series shall be considered paid on the date due
if the Paying Agent for the series holds on that date money
sufficient to pay all principal and interest then due on the
series.
SECTION 4.03. Overdue Interest.
Unless the Bond Resolution otherwise provides, the Company
shall pay interest on overdue principal of a Security of a
series at the rate (or Yield to Maturity in the case of a
Discounted Security) borne by the series; it shall pay interest
on overdue installments of interest at the same rate or Yield
to Maturity to the extent lawful.
SECTION 4.04. Limitation on Liens.
The Company shall not, and shall not permit any Restricted
Subsidiary to, incur a Lien on Restricted Property to secure a
Debt unless:
(1) the Lien equally and ratably secures the
Securities and the Debt. The Lien may equally
and ratably secure the Securities and any other
obligation of the Company or a Subsidiary. The
Lien may not secure an obligation of the Company
that is subordinated to the Securities;
(2) the Lien secures Debt incurred to finance all or
some of the purchase price or the cost of
construction or improvement of property of the
Company or a Restricted Subsidiary. The Lien
may not extend to any other Restricted Property
owned by the Company or a Restricted Subsidiary
at the time the Lien is incurred. However, in
the case of any construction or improvement, the
Lien may extend to unimproved real property used
for the construction or improvement. The Debt
secured by the Lien may not be incurred more
than one year after the later of the
(a) acquisition, (b) completion of construction
or improvement, or (c) commencement of full
operation, of the property subject to the Lien;
(3) the Lien is on property of a corporation at the
time the corporation merges into or consolidates
with the Company or a Restricted Subsidiary;
(4) the Lien is on property at the time the Company
or a Restricted Subsidiary acquires the
property;
(5) the Lien is on property of a corporation at the
time the corporation becomes a Restricted
Subsidiary;
(6) the Lien secures Debt of a Restricted Subsidiary
owing to the Company or another Restricted
Subsidiary;
(7) the Lien is in favor of a government or
governmental entity and secures (a) payments
pursuant to a contract or statute or (b) Debt
incurred to finance all or some of the purchase
price or cost of construction or improvement of
the property subject to the Lien;
(8) the Lien extends, renews or replaces in whole or
in part a Lien ("existing Lien") permitted by
any of clauses (1) through (7). The Lien may
not extend beyond (a) the property subject to
the existing Lien and (b) improvements and
construction on such property. However, the
Lien may extend to property that at the time is
not Restricted Property. The Debt secured by
the Lien may not exceed the Debt secured at the
time by the existing Lien unless the existing
Lien or a predecessor Lien was incurred under
clause (1) or (6); or
(9) the Debt plus all other Debt secured by Liens on
Restricted Property at the time does not exceed
10% of Consolidated Net Tangible Assets.
However, the following Debt shall be excluded
from all other Debt in the determination:
(a) Debt secured by a Lien permitted by any of
clauses (1) through (8) and (b) Debt secured by
a Lien incurred prior to the date of this
Indenture that would have been permitted by any
of those clauses if this Indenture had been in
effect at the time the Lien was incurred.
Attributable Debt for any lease permitted by
clause (4) of Section 4.05 must be included in
the determination and treated as Debt secured by
a Lien on Restricted Property not otherwise
permitted by any of clauses (1) through (8).
SECTION 4.05. Limitation on Sale and Leaseback.
The Company shall not, and shall not permit any Restricted
Subsidiary to, enter into a Sale-Leaseback Transaction unless:
(1) the lease has a term of three years or less;
(2) the lease is between the Company and a
Restricted Subsidiary or between Restricted
Subsidiaries;
(3) the Company or a Restricted Subsidiary under any
of clauses (2) through (8) of Section 4.04 could
create a Lien on the property to secure Debt at
least equal in amount to the Attributable Debt
for the lease;
(4) the Company or a Restricted Subsidiary under
clause (9) of Section 4.04 could create a Lien
on the property to secure Debt at least equal in
amount to the Attributable Debt for the lease;
or
(5) the Company or a Restricted Subsidiary within
180 days of the effective date of the lease
retires Long-Term Debt of the Company or a
Restricted Subsidiary at least equal in amount
to the Attributable Debt for the lease. A Debt
is retired when it is paid, cancelled or
defeased. However, the Company or a Restricted
Subsidiary may not receive credit for retirement
of: Debt that is retired at maturity or through
mandatory redemption; Debt of the Company that
is subordinated to the Securities; or Debt, if
paid in cash, that is owned by the Company or a
Restricted Subsidiary.
SECTION 4.06. No Lien Created, etc.
This Indenture and the Securities do not create a Lien,
charge or encumbrance on any property of the Company or any
Subsidiary.
SECTION 4.07. Compliance Certificate.
The Company shall deliver to the Trustee, within 120 days
after the end of each fiscal year of the Company, a brief
certificate signed by the principal executive officer,
principal financial officer or principal accounting officer of
the Company, as to the signer's knowledge of the Company's
compliance with all conditions and covenants under this
Indenture (determined without regard to any period of grace or
requirement of notice provided herein).
The certificate need not comply with Section 10.04.
SECTION 4.08. SEC Reports.
The Company shall file with the Trustee, within 15 days
after the Company is required to file the same with the SEC,
copies of the annual reports and of the information, documents,
and other reports (or such portions of the foregoing as the SEC
may prescribe) which the Company is required to file with the
SEC pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.
ARTICLE 5 SUCCESSORS
SECTION 5.01. When Company May Merge, etc.
The Company shall not consolidate with or merge into, or
transfer all or substantially all of its assets to, any person
unless:
(1) the person is organized under the laws of the
United States or a State thereof;
(2) the person assumes by supplemental indenture all
the obligations of the Company under this
Indenture, the Securities and any coupons;
(3) immediately after the transaction no Default
exists; and
(4) if, as a result of the transaction, a Restricted
Property would become subject to a Lien not
permitted by Section 4.04, the Company or such
person secures the Securities equally and
ratably with or prior to all obligations secured
by the Lien.
The successor shall be substituted for the Company, and
thereafter all obligations of the Company under this Indenture,
the Securities and any coupons shall terminate.
ARTICLE 6 DEFAULTS AND REMEDIES
SECTION 6.01. Events of Default.
An "Event of Default" on a series occurs if:
(1) the Company defaults in any payment of interest
on any Securities of the series when the same
becomes due and payable and the Default
continues for a period of 10 days;
(2) the Company defaults in the payment of the
principal of any Securities of the series when
the same becomes due and payable at maturity or
upon redemption, acceleration or otherwise;
(3) the Company defaults in the performance of any
of its other agreements applicable to the series
and the Default continues for 90 days after the
notice specified below;
(4) the Company pursuant to or within the meaning of
any Bankruptcy Law:
(A) commences a voluntary case,
(B) consents to the entry of an order for
relief against it in an involuntary case,
(C) consents to the appointment of a Custodian
for it or for all or substantially all of
its property, or
(D) makes a general assignment for the benefit
of its creditors;
(5) a court of competent jurisdiction enters an
order or decree under any Bankruptcy Law that:
(A) is for relief against the Company in an
involuntary case,
(B) appoints a Custodian for the Company or for
all or substantially all of its property,
or
(C) orders the liquidation of the Company;
and the order or decree remains unstayed and in
effect for 60 days; or
(6) any other event of default provided for in the
series occurs.
The term "Bankruptcy Law" means Title 11, U.S. Code or any
similar Federal or State law for the relief of debtors. The
term "Custodian" means any receiver, trustee, assignee,
liquidator or a similar official under any Bankruptcy Law.
A Default under clause (3) is not an Event of Default
until the Trustee or the Holders of at least 25% in principal
amount of the series notify the Company of the Default and the
Company does not cure the Default within the time specified
after receipt of the notice. The notice must specify the
Default, demand that it be remedied and state that the notice
is a "Notice of Default." If Holders notify the Company of a
Default, they shall notify the Trustee at the same time.
SECTION 6.02. Acceleration.
If an Event of Default occurs and is continuing on a
series, the Trustee by notice to the Company, or the Holders of
at least 25% in principal amount of the series by notice to the
Company and the Trustee, may declare the principal of and
accrued interest on all the Securities of the series to be due
and payable immediately. Discounted Securities may provide
that the amount of principal due upon acceleration is less than
the stated principal amount.
The Holders of a majority in principal amount of the
series by notice to the Trustee may rescind an acceleration and
its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default on the
series have been cured or waived except nonpayment of principal
or interest that has become due solely because of the
acceleration.
SECTION 6.03. Other Remedies.
If an Event of Default occurs and is continuing on a
series, the Trustee may pursue any available remedy to collect
principal or interest then due on the series, to enforce the
performance of any provision applicable to the series, or
otherwise to protect the rights of the Trustee and Holders of
the series.
The Trustee may maintain a proceeding even if it does not
possess any of the Securities or coupons or does not produce
any of them in the proceeding. A delay or omission by the
Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event
of Default. All remedies are cumulative to the extent
permitted by law.
SECTION 6.04. Waiver of Past Defaults.
Unless the Bond Resolution otherwise provides, the Holders
of a majority in principal amount of a series by notice to the
Trustee may waive an existing Default on the series and its
consequences except:
(1) a Default in the payment of the principal of or
interest on the series, or
(2) a Default in respect of a provision that under
Section 9.02 cannot be amended without the
consent of each Securityholder affected.
SECTION 6.05. Control by Majority.
The Holders of a majority in principal amount of a series
may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or of
exercising any trust or power conferred on the Trustee, with
respect to the series. However, the Trustee may refuse to
follow any direction that conflicts with law or this Indenture.
SECTION 6.06. Limitation on Suits.
A Securityholder of a series may pursue a remedy with
respect to the series only if:
(1) the Holder gives to the Trustee notice of a
continuing Event of Default on the series;
(2) the Holders of at least 25% in principal amount
of the series make a request to the Trustee to
pursue the remedy;
(3) such Holder or Holders offer to the Trustee
indemnity satisfactory to the Trustee against
any loss, liability or expense;
(4) the Trustee does not comply with the request
within 60 days after receipt of the request and
the offer of indemnity; and
(5) during such 60-day period the Holders of a
majority in principal amount of the series do
not give the Trustee a direction inconsistent
with such request.
A Securityholder may not use this Indenture to prejudice
the rights of another Securityholder or to obtain a preference
or priority over another Securityholder.
SECTION 6.07. Collection Suit by Trustee.
If an Event of Default in payment of interest or principal
specified in Section 6.01(1) or (2) occurs and is continuing on
a series, the Trustee may recover judgment in it own name and
as trustee of an express trust against the Company for the whole
amount of principal and interest remaining unpaid on the series.
SECTION 6.08. Priorities.
If the Trustee collects any money for a series pursuant to
this Article, it shall pay out the money in the following
order:
First: to the Trustee for amounts due under
Section 7.06;
Second: to Securityholders of the series for
amounts due and unpaid for principal and interest,
ratably, without preference or priority of any kind,
according to the amounts due and payable for
principal and interest, respectively; and
Third: to the Company.
The Trustee may fix a payment date for any payment to
Securityholders.
ARTICLE 7 TRUSTEE
SECTION 7.01. Rights of Trustee.
(1) The Trustee may rely on any document believed by
it to be genuine and to have been signed or
presented by the proper person. The Trustee
need not investigate any fact or matter stated
in the document.
(2) Before the Trustee acts or refrains from acting,
it may require an Officers' Certificate or an
Opinion of Counsel. The Trustee shall not be
liable for any action it takes or omits to take
in good faith in reliance on the Certificate or
Opinion.
(3) The Trustee may act through agents and shall not
be responsible for the misconduct or negligence
of any agent appointed with due care.
(4) The Trustee shall not be liable for any action
it takes or omits to take in good faith in
accordance with a direction received by it
pursuant to Section 6.05.
(5) The Trustee may refuse to perform any duty or
exercise any right or power which it reasonably
believes may expose it to any loss, liability or
expense unless it receives indemnity
satisfactory to it against such loss, liability
or expense.
(6) The Trustee shall not be liable for interest on
any money received by it except as the Trustee
may agree with the Company. Money held in trust
by the Trustee need not be segregated from other
funds except to the extent required by law.
(7) The Trustee shall have no duty with respect to a
Default unless it has actual knowledge of the
Default.
(8) The Trustee shall not be liable for any action
it takes or omits to take in good faith which it
believes to be authorized and within its powers.
(9) Any Agent shall have the same rights and be
protected to the same extent as if it were
Trustee.
SECTION 7.02. Individual Rights of Trustee.
The Trustee in its individual or any other capacity may
become the owner or pledgee of Securities or coupons and may
otherwise deal with the Company or an Affiliate with the same
rights it would have if it were not Trustee. Any Agent may do
the same with like rights.
SECTION 7.03. Trustee's Disclaimer.
The Trustee makes no representation as to the validity or
adequacy of this Indenture or the Securities or any coupons; it
shall not be accountable for the Company's use of the proceeds
from the Securities; it shall not be responsible for any
statement in the Securities or any coupons; it shall not be
responsible for any overissue; it shall not be responsible for
determining whether the form and terms of any Securities or
coupons were established in conformity with this Indenture; and
it shall not be responsible for determining whether any
Securities were issued in accordance with this Indenture.
SECTION 7.04. Notice of Defaults.
If a Default occurs and is continuing on a series and if
it is known to the Trustee, the Trustee shall mail a notice of
the Default within 90 days after it occurs to Holders of
Registered Securities of the series. Except in the case of a
Default in payment on a series, the Trustee may withhold the
notice if and so long as a committee of its Trust Officers in
good faith determines that withholding the notice is in the
interest of Holders of the series. The Trustee shall withhold
notice of a Default described in Section 6.01(3) until at least
90 days after it occurs.
SECTION 7.05. Reports by Trustee to Holders.
Any report required by TIA Section 313(a) to be mailed to
Securityholders shall be mailed by the Trustee on or before
June 30 of each year.
A copy of each report at the time of its mailing to
Securityholders shall be filed with the SEC and each stock
exchange on which any Securities are listed. The Company shall
notify the Trustee when any Securities are listed on a stock
exchange.
SECTION 7.06. Compensation and Indemnity.
The Company shall pay to the Trustee from time to time
reasonable compensation for its services. The Trustee's
compensation shall not be limited by any law on compensation of
a trustee of an express trust. The Company shall reimburse the
Trustee upon request for all reasonable out-of-pocket expenses
incurred by it. Such expenses shall include the reasonable
compensation and expenses of the Trustee's agents and counsel.
The Company shall indemnify the Trustee against any loss
or liability incurred by it. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity.
The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have separate
counsel and the Company shall pay the reasonable fees and
expenses of such counsel. The Company need not pay for any
settlement made without its consent.
The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee through
negligence or bad faith.
To secure the Company's payment obligations in this
Section, the Trustee shall have a lien prior to the Securities
and any coupons on all money or property held or collected by
the Trustee, except that held in trust to pay principal or
interest on particular securities.
SECTION 7.07. Replacement of Trustee.
A resignation of removal of the Trustee and appointment of
a successor Trustee shall become effective only upon the
successor Trustee's acceptance of appointment as provided in
this Section.
The Trustee may resign by so notifying the Company. The
Holders of a majority in principal amount of the Securities may
remove the Trustee by so notifying the Trustee and may appoint
a successor Trustee with the Company's consent.
The Company may remove the Trustee if:
(1) the Trustee fails to comply with TIA Section 310(a) or
Section 310(b) or with Section 7.09;
(2) the Trustee is adjudged a bankrupt or an
insolvent;
(3) a Custodian or other public officer takes charge
of the Trustee or its property;
(4) the Trustee becomes incapable or acting; or
(5) an event of the kind described in Section
6.01(4) or (5) occurs with respect to the
Trustee.
The Company also may remove the Trustee with or without
cause if the Company so notifies the Trustee six months in
advance and if no Default occurs during the six-month period.
If the Trustee resigns or is removed or if a vacancy
exists in the office of Trustee for any reason, the Company
shall promptly appoint a successor Trustee.
If a successor Trustee does not take office within 30 days
after the retiring Trustee resigns or is removed, the retiring
Trustee, the Company or the Holders of a majority in principal
amount of the Securities may petition any court of competent
jurisdiction for the appointment of a successor Trustee.
If the Trustee fails to comply with TIA Section 310(a) or
Section 310(b) or with Section 7.09, any Securityholder may
petition any court of competent jurisdiction for the removal of
the Trustee and the appointment of a successor Trustee.
A successor Trustee shall deliver a written acceptance of
its appointment to the retiring Trustee and to the Company.
Thereupon the resignation or removal of the retiring Trustee
shall become effective, and the successor Trustee shall have
all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its
succession to Holders of Registered Securities. The retiring
Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee, subject to the lien provided
for in Section 7.06.
SECTION 7.08. Successor Trustee by Merger, etc.
If the Trustee consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation
without any further act shall be the successor Trustee.
SECTION 7.09. Trustee's Capital and Surplus.
The Trustee at all times shall have a combined capital and
surplus of at least $50,000,000 as set forth in its most recent
published report of condition.
SECTION 7.10. No Conflicting Interest
In determining whether the Trustee has a conflicting
interest under TIA Section 310(b)(1) the following are excluded:
All securities issued under the Indenture, dated as of August 1,
1992, between the Company and Chemical Bank, as Trustee.
ARTICLE 8 DISCHARGE OF INDENTURE
SECTION 8.01. Defeasance.
Securities of a series may be defeased in accordance with
their terms and, unless the Bond Resolution otherwise provides,
in accordance with this Article.
The Company at any time may terminate as to a series all
of its obligations under this Indenture, the Securities of the
series and any related coupons ("legal defeasance option"). The
Company at any time may terminate as to a series its obligations
under Sections 4.04 and 4.05 ("covenant defeasance option").
However, in the case of the legal defeasance option, the
Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07,
2.08, 7.06, 7.07 and 8.04 shall survive until the Securities of
the series are no longer outstanding; thereafter the Company's
obligations in Section 7.06 shall survive.
The Company may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance
option. If the Company exercises its legal defeasance option,
a series may not be accelerated because of an Event of Default.
If the Company exercises its covenant defeasance option, a
series may not be accelerated by reference to Section 4.04 or
4.05.
The Trustee upon request shall acknowledge in writing the
discharge of those obligations that the Company terminates.
SECTION 8.02. Conditions to Defeasance.
The Company may exercise as to a series its legal
defeasance option or its covenant defeasance option if:
(1) the Company irrevocably deposits in trust with
the Trustee or another trustee money or U.S.
Government Obligations;
(2) the Company delivers to the Trustee a
certificate from a nationally recognized firm of
independent accountants expressing their opinion
that the payments of principal and interest when
due on the deposited U.S. Government Obligations
without reinvestment plus any deposited money
without investment will provide cash at such
times and in such amounts as will be sufficient
to pay principal and interest when due on all
the Securities of the series to maturity or
redemption, as the case may be;
(3) immediately after the deposit no Default exists;
(4) the deposit does not constitute a default under
any other agreement binding on the Company;
(5) the deposit does not cause the Trustee to have a
conflicting interest under TIA Section 310(a) or
Section 310(b) as to another series;
(6) the Company delivers to the Trustee an Opinion
of Counsel to the effect that Holders of the
series will not recognize income, gain or loss
for Federal income tax purposes as a result of
the defeasance;
(7) the Company delivers to the Trustee an Opinion
of Counsel to the effect that the trust
resulting from the deposit does not constitute,
or is qualified as, a regulated investment
company under the Investment Company Act of
1940; and
(8) 91 days pass after the deposit is made and
during the 91-day period no Default specified in
Section 6.01(4) or (5) occurs that is continuing
at the end of the period.
Before or after a deposit the Company may make
arrangements satisfactory to the Trustee for the redemption of
Securities at a future date in accordance with Article 3.
"U.S. Government Obligations" means direct obligations of
the United States which have the full faith and credit of the
United States pledged for payment and which are not callable at
the issuer's option, or certificates representing an ownership
interest in such obligations.
SECTION 8.03. Application of Trust Money.
The Trustee shall hold in trust money or U.S. Government
Obligations deposited with it pursuant to Section 8.02. It
shall apply the deposited money and the money from U.S.
Government Obligations through the Paying Agent and in
accordance with this Indenture to the payment of principal and
interest on Securities of the defeased series.
SECTION 8.04. Repayment to Company.
The Trustee and the Paying Agent shall promptly turn over
to the Company upon request any excess money or securities held
by them at any time.
The Trustee and the Paying Agent shall pay to the Company
upon request any money held by them for the payment of
principal or interest that remains unclaimed for two years.
After payment to the Company, Securityholders entitled to the
money must look to the Company for payment as unsecured general
creditors unless an abandoned property law designates another
person.
ARTICLE 9 AMENDMENTS
SECTION 9.01. Without Consent of Holders.
The Company and the Trustee may amend this Indenture, the
Securities or any coupons without the consent of any
Securityholder:
(1) to cure any ambiguity, omission, defect or
inconsistency;
(2) to comply with Article 5;
(3) to provide that specific provisions of this
Indenture shall not apply to a series not
previously issued;
(4) to create a series and establish its terms;
(5) to provide for a separate Trustee for one or
more series; or
(6) to make any change that does not materially
adversely affect the rights of any
Securityholder.
SECTION 9.02. With Consent of Holders.
Unless the Bond Resolution otherwise provides, the
Company and the Trustee may amend this Indenture, the Securities
and any coupons with the written consent of the Holders of a
majority in principal amount of the Securities of all series
affected by the amendment voting as one class. However, without
the consent of each Securityholder affected, an amendment under
this Section may not:
(1) reduce the amount of Securities whose Holders
must consent to an amendment;
(2) reduce the interest on or change the time for
payment of interest on any Security;
(3) change the fixed maturity of any Security;
(4) reduce the principal of any non-Discounted
Security or reduce the amount of principal of
any Discounted Security that would be due upon
an acceleration thereof;
(5) change the currency in which principal or
interest on a Security is payable; or
(6) make any change in Section 6.04 or 9.02, except
to increase the amount of Securities whose
Holders must consent to an amendment or waiver
or to provide that other provisions of this
Indenture cannot be amended or waived without
the consent of each Securityholder affected
thereby.
An amendment of a provision included solely for the
benefit of one or more series does not affect Securityholders
of any other series.
Securityholders need not consent to the exact text of a
proposed amendment or waiver; it is sufficient if they consent
to the substance thereof.
SECTION 9.03. Compliance with Trust Indenture Act.
Every amendment pursuant to Section 9.01 or 9.02 shall be
set forth in a supplemental indenture that complies with the
TIA as then in effect.
If a provision of the TIA requires or permits a provision
of this Indenture and the TIA provision is amended, then the
Indenture provision shall be automatically amended to like
effect.
SECTION 9.04. Effect of Consents.
An amendment or waiver becomes effective in accordance
with its terms and thereafter binds every Securityholder
entitled to consent to it.
A consent to an amendment or waiver by a Holder of a
Security is a continuing consent by the Holder and every
subsequent Holder of a Security that evidences the same debt as
the consenting Holder's Security. Any Holder or subsequent
Holder may revoke the consent as to his Security if the Trustee
receives notice of the revocation before the amendment or
waiver becomes effective.
The Company may fix a record date for the determination of
Holders of Registered Securities entitled to give a consent.
The record date shall not be less than 10 nor more than 60 days
prior to the first written solicitation of Securityholders.
SECTION 9.05. Notation on or Exchange of Securities.
The Company or the Trustee may place an appropriate
notation about an amendment or waiver on any Security
thereafter authenticated. The Company may issue in exchange
for affected Securities new Securities that reflect the
amendment or waiver.
SECTION 9.06. Trustee Protected.
The Trustee need not sign any supplemental indenture that
adversely affects its rights.
ARTICLE 10 MISCELLANEOUS
SECTION 10.01. Trust Indenture Act.
The provisions of TIA Sections 310 through 317 that impose
duties on any person (including the provisions automatically
deemed included herein unless expressly excluded by this
Indenture) are a part of and govern this Indenture, whether or
not physically contained herein.
If any provision of this Indenture limits, qualifies or
conflicts with another provision which is required to be
included in this Indenture by the TIA, the required provision
shall control.
SECTION 10.02. Notices
Any notice by one party to another is duly given if in
writing and delivered in person, sent by facsimile transmission
confirmed by mail or mailed by first-class mail to the other's
address shown below:
Company: Union Carbide Corporation
39 Old Ridgebury Road
Danbury, CT 06817-0001
Attention: Treasurer
Trustee: Chemical Bank
450 West 33rd Street 15th Floor
New York, NY 10001
Attention: Corporate Trust Administration
A party by notice to the other parties may designate
additional or different addresses for subsequent notices.
Any notice mailed to a Securityholder shall be mailed to
his address shown on the register kept by the Transfer Agent or
on the list referred to in Section 2.06. Failure to mail a
notice to a Securityholder or any defect in a notice mailed to
a Securityholder shall not affect the sufficiency of the notice
mailed to other Securityholders or the sufficiency of any
published notice.
If a notice is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the
addressee receives it.
If the Company mails a notice to Securityholders, it shall
mail a copy to the Trustee and each Agent at the same time.
If in the Company's opinion it is impractical to mail a
notice required to be mailed or to publish a notice required to
be published, the Company may give such substitute notice as
the Trustee approves. Failure to publish a notice as required
or any defect in it shall not affect the sufficiency of any
mailed notice.
All notices shall be in the English language, except that
any published notice may be in an official language of the
country of publication.
A "notice" includes any communication required by this
Indenture.
SECTION 10.03. Certificate and Opinion as to Conditions
Precedent.
Upon any request or application by the Company to the
Trustee to take any action under this Indenture, the Company
shall if so requested furnish to the Trustee:
(1) an Officers' Certificate stating that, in the
opinion of the signers, all conditions
precedent, if any, provided for in this
Indenture relating to the proposed action have
been complied with; and
(2) an Opinion of Counsel stating that, in the
opinion of such counsel, all such conditions
precedent have been complied with.
SECTION 10.04. Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture
shall include:
(1) a statement that the person making such
certificate or opinion has read such covenant or
condition;
(2) a brief statement as to the nature and scope of
the examination or investigation upon which the
statements or opinions contained in such
certificate or opinion are based;
(3) a statement that, in the opinion of such person,
he has made such examination or investigation as
is necessary to enable him to express an
informed opinion as to whether or not such
covenant or condition has been complied with;
and
(4) a statement as to whether or not, in the opinion
of such person, such condition or covenant has
been complied with.
SECTION 10.05. Rules by Company and Agents.
The Company may make reasonable rules for action by or a
meeting of Securityholders. An Agent may make reasonable rules
and set reasonable requirements for its functions.
SECTION 10.06. Legal Holidays.
A "Legal Holiday" is a Saturday, a Sunday or a day on
which banking institutions are not required to be open. If a
payment date is a Legal Holiday at a place of payment, unless
the Bond Resolution otherwise provides, payment may be made at
that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening
period.
SECTION 10.07. No Recourse Against Others.
All liability described in the Securities of any director,
officer, employee or stockholder, as such, of the Company is
waived and released.
SECTION 10.08. Duplicate Originals.
The parties may sign any number of copies of this
Indenture. One signed copy is enough to prove this Indenture.
SECTION 10.09. Governing Law.
The laws of the State of New York shall govern this
Indenture, the Securities and any coupons, unless federal law
governs.
SIGNATURES
Dated: June 1, 1995 UNION CARBIDE CORPORATION
By /s/ T.D. Jones
Name: Thomas D. Jones
Title: Vice President and
Treasurer
Attest: (SEAL)
/s/ J. Macdonald
Assistant Secretary
Dated: June 7, 1995
CHEMICAL BANK
By /s/ R. Lorenzen
Name: Richard Lorenzen
Title: Senior Trust Officer
Attest: (SEAL)
/s/ David G. Safer
Trust Officer
EXHIBIT A
A Form of Registered Security
No. $
UNION CARBIDE CORPORATION
[Title of Security]
Union Carbide Corporation
promises to pay to
or registered assigns
the principal sum of Dollars on
Interest Payment Dates:
Record Dates:
Dated:
UNION CARBIDE CORPORATION UNION CARBIDE CORPORATION
Transfer Agent and Paying Agent
by
(SEAL)
Authenticated: Chairman of the Board
[Name of Registrar]
Registrar, by
Authorized Signature Vice-President
UNION CARBIDE CORPORATION
[Title of Security]
1. Interest.(1)
Union Carbide Corporation ("Company"), a New York
corporation, promises to pay interest on the principal
amount of this Security at the rate per annum shown
above. The Company will pay interest semiannually on
and of
each year commencing .
Interest on the Securities will accrue from the most
recent date to which interest has been paid or, if no
interest has been paid, from . Interest
will be computed on the basis of a 360-day year of
twelve 30-day months.
2. Method of Payment.(2)
The Company will pay interest on the Securities to
the persons who are registered holders of Securities
at the close of business on the record date for the
next interest payment date, except as otherwise
provided in the Indenture. Holders must surrender
Securities to a Paying Agent to collect principal
payments. The Company will pay principal and
interest in money of the United States that at the
time of payment is legal tender for payment of public
and private debts. The Company may pay principal and
interest by check payable in such money. It may mail
an interest check to a holder's registered address.
3. Bond Agents.
Initially, Union Carbide Corporation, 39 Old
Ridgebury Road, Danbury, CT 06817-0001 Attention:
Shareholder Services, will act as Paying Agent and
Transfer Agent, and Chemical Bank will act as
Registrar. The Company may change any Paying Agent,
Transfer Agent or Registrar without notice. The
Company or any Affiliate may act in any such
capacity. Subject to certain conditions, the Company
may change the Trustee.
4. Indenture.
The Company issued the securities of this series
("Securities") under an Indenture dated as of
June 1, 1995 ("Indenture") between the Company
and Chemical Bank ("Trustee"). The terms of the
Securities include those stated in the Indenture and in
the Bond Resolution creating the Securities and those
made part of the Indenture by the Trust Indenture Act of
1939 (15 U.S. Code Sections 77aaa-77bbbb). Securityholders
are referred to the Indenture, the Bond Resolution
and the Act for a statement of such terms.
5. Optional Redemption.(3)
On or after , the Company may redeem
all the Securities at any time or some of them from
time to time at the following redemption prices
(expressed in percentages of principal amount), plus
accrued interest to the redemption date.
If redeemed during the 12-month period beginning,
Year Percentage Year Percentage
and thereafter at 100%.
6. Mandatory Redemption.(4)
The Company will redeem $ principal amount of
Securities on and on each
thereafter through
at a redemption price of 100% of principal amount,
plus accrued interest to the redemption date.(5) The
Company may reduce the principal amount of Securities
to be redeemed pursuant to this paragraph by
subtracting 100% of the principal amount (excluding
premium) of any Securities (i) that the Company has
acquired or that the Company has redeemed other than
pursuant to this paragraph and (ii) that the Company
has delivered to the Registrar for cancellation. The
Company may so subtract the same Security only once.
7. Additional Optional Redemption.(6)
In addition to redemptions pursuant to the above
paragraph(s), the Company may redeem not more than
$ principal amount of Securities on
and on each thereafter
through at a redemption price of 100% of
principal amount, plus accrued interest to the
redemption date.
8. Notice of Redemption.(7)
Notice of redemption will be mailed at least 20 days
but not more than 60 days before the redemption date
to each holder of Securities to be redeemed at his
registered address.
9. Denominations, Transfer, Exchange.
The Securities are in registered form without coupons
in denominations of $1,000(8) and whole multiples of
$1,000. The transfer of Securities may be registered
and Securities may be exchanged as provided in the
Indenture. The Transfer Agent may require a holder,
among other things, to furnish appropriate
endorsements and transfer documents and to pay any
taxes and fees required by law or the Indenture. The
Transfer Agent need not exchange or register the
transfer of any Security or portion of a Security
selected for redemption. Also, it need not exchange
or register the transfer of any Securities for a
period of 15 days before a selection of Securities to
be redeemed.
10. Persons Deemed Owners.
The registered holder of a Security may be treated as
its owner for all purposes.
11. Amendments and Waivers.
Subject to certain exceptions, the Indenture or the
Securities may be amended with the consent of the
holders of a majority in principal amount of the
securities of all series affected by the amendment.(9)
Subject to certain exceptions, a default on a series
may be waived with the consent of the holders of a
majority in principal amount of the series.
Without the consent of any Securityholder, the
Indenture or the Securities may be amended, among
other things, to cure any ambiguity, omission, defect
or inconsistency; to provide for assumption of
Company obligations to Securityholders; or to make
any change that does not materially adversely affect
the rights of any Securityholder.
12. Restrictive Covenants.(10)
The Securities are unsecured general obligations of
the Company limited to $ principal amount.
The Indenture does not limit other unsecured debt.
It does limit certain mortgages and sale-leaseback
transactions if the property mortgaged or leased is a
manufacturing facility in the United States
(excluding its territories and possessions) that is
of material importance to the Company's consolidated
business. The limitations are subject to a number of
important qualifications and exceptions.
13. Successors.
When a successor assumes all the obligations of the
Company under the Securities and the Indenture, the
Company will be released from those obligations.
14. Defeasance Prior to Redemption or Maturity.(11)
Subject to certain conditions, the Company at any
time may terminate some or all of its obligations
under the Securities and the Indenture if the
Company deposits with the Trustee money or U.S.
Government Obligations for the payment of
principal and interest on the Securities to
redemption or maturity. U.S. Government Obligations
are securities backed by the full faith and credit of
the United States of America or certificates
representing an ownership interest in such
Obligations.
15. Defaults and Remedies.
An Event of Default(12) includes: default for 10 days
in payment of interest on the Securities; default in
payment of principal on the Securities; default by
the Company for a specified period after notice to it
in the performance of any of its other agreements
applicable to the Securities; certain events of
bankruptcy or insolvency; and any other Event of
Default provided for in the series. If an Event of
Default occurs and is continuing, the Trustee or the
holders of at least 25% in principal amount of the
Securities may declare the principal(13) of all the
Securities to be due and payable immediately.
Securityholders may not enforce the Indenture or the
Securities except as provided in the Indenture. The
Trustee may require indemnity satisfactory to it
before it enforces the Indenture or the Securities.
Subject to certain limitations, holders of a majority
in principal amount of the Securities may direct the
Trustee in its exercise of any trust or power. The
Trustee may withhold from Securityholders notice of
any continuing default (except a default in payment
of principal or interest) if it determines that
withholding notice is in their interests. The
Company must furnish annual compliance certificates
to the Trustee.
16. Trustee Dealings with Company.
Chemical Bank, the Trustee under the Indenture, in its
individual or any other capacity, may make loans to,
accept deposits from, and perform services for the
Company or its Affiliates, and may otherwise deal
with those persons, as if it were not Trustee.
17. No Recourse Against Others.
A director, officer, employee or stockholder, as
such, of the Company shall not have any liability
for any obligations of the Company under the
Securities or the Indenture or for any claim
based on, in respect of or by reason of
such obligations or their creation. Each
Securityholder by accepting a Security waives and
releases all such liability. The waiver and release
are part of the consideration for the issue of the
Securities.
18. Authentication.
This Security shall not be valid until authenticated
by a manual signature of the Registrar.
19. Abbreviations.
Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as: TEN COM
(=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with right of
survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gifts to Minors
Act).
The Company will furnish to any Securityholder upon
written request and without charge a copy of the Indenture and
the Bond Resolution. Requests may be made to: Secretary, Union
Carbide Corporation, 39 Old Ridgebury Road, Danbury, CT 06817-
0001.
EXHIBIT B
A Form of Bearer Security
No. $
UNION CARBIDE CORPORATION
[Title of Security]
Union Carbide Corporation
promises to pay to bearer
the principal sum of Dollars on
Interest Payment Dates:
Dated:
UNION CARBIDE CORPORATION UNION CARBIDE CORPORATION
Transfer Agent and Paying Agent
(SEAL) by
Authenticated: Chairman of the Board
[Name of Registrar]
Registrar, by
Authorized Signature Vice-President
UNION CARBIDE CORPORATION
[Title of Security]
1. Interest.(1)
Union Carbide Corporation ("Company"), a New York
corporation, promises to pay to bearer interest on the
principal amount of this Security at the rate per annum
shown above. The Company will pay interest semiannually
on and of each year commencing
.
Interest on the Securities will accrue from the most
recent date to which interest has been paid or, if no
interest has been paid, from . Interest
will be computed on the basis of a 360-day year of
twelve 30-day months.
2. Method of Payment.(2)
Holders must surrender Securities and any coupons to
a Paying Agent to collect principal and interest
payments. The Company will pay principal and
interest in money of the United States that at the
time of payment is legal tender for payment of public
and private debts. The Company may pay principal and
interest by check payable in such money.
3. Bond Agents.
Initially, Union Carbide Corporation, 39 Old
Ridgebury Road, Danbury, CT 06817-0001 Attention:
Shareholder Services, will act as Transfer Agent,
will act as the Paying Agent and will
act as the Registrar. The Company may change any
Paying Agent, Transfer Agent or Registrar without
notice. The Company or any Affiliate may act in any
such capacity. Subject to certain conditions, the
Company may change the Trustee.
4. Indenture.
The Company issued the securities of this series
("Securities") under an Indenture dated as of
June 1, 1995 ("Indenture") between the Company and
Chemical Bank ("Trustee"). The terms of the Securities
include those stated in the Indenture and the Bond
Resolution and those made part of the Indenture by the
Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-
77bbbb). Securityholders are referred to the Indenture,
the Bond Resolution and the Act for a statement of such
terms.
5. Optional Redemption.(3)
On or after , the Company may redeem all
the Securities at any time or some of them from time
to time at the following redemption prices (expressed
in percentages of principal amount), plus accrued
interest to the redemption date.
If redeemed during the 12-month period beginning,
Year Percentage Year Percentage
and thereafter 100%.
6. Mandatory Redemption.(4)
The Company will redeem $ principal amount of
Securities on and on each
thereafter through at a redemption price
of 100% of principal amount, plus accrued interest to
the redemption date.(5) The Company may reduce the
principal amount of Securities to be redeemed
pursuant to this paragraph by subtracting 100% of the
principal amount (excluding premium) of any
Securities (i) that the Company has acquired or that
the Company has redeemed other than pursuant to this
paragraph and (ii) that the Company has delivered to
the Registrar for cancellation. The Company may so
subtract the same Security only once.
7. Additional Optional Redemption.(6)
In addition to redemptions pursuant to the above
paragraph(s), the Company may redeem not more than
$ principal amount of Securities on
and on each thereafter through
at a redemption price of 100% of principal amount,
plus accrued interest to the redemption date.
8. Notice of Redemption.(7)
Notice of redemption will be published once in an
Authorized Newspaper in the City of New York and if
the Securities are listed on any stock exchange
located outside the United States and such stock
exchange so requires, in any other required city
outside the United States at least 20 days but not
more than 60 days before the redemption date. Notice
of redemption also will be mailed to holders who have
filed their names and addresses with the Transfer
Agent within the two preceding years. A holder of
Securities may miss important notices if he fails to
maintain his name and address with the Transfer
Agent.
9. Denominations, Transfer, Exchange.
The Securities are in bearer form with coupons in
denominations of $5,000(8) and whole multiples of
$5,000. The Securities may be transferred by
delivery and exchanged as provided in the Indenture.
Upon an exchange, the Transfer Agent may require a
holder, among other things, to furnish appropriate
documents and to pay any taxes and fees required by
law or the Indenture. The Transfer Agent need not
exchange any Security or portion of a Security
selected for redemption. Also, it need not exchange
any Securities for a period of 15 days before a
selection of Securities to be redeemed.
10. Persons Deemed Owners.
The holder of a Security or coupon may be treated as
its owner for all purposes.
11. Amendments and Waivers.
Subject to certain exceptions, the Indenture or the
Securities may be amended with the consent of the
holders of a majority in principal amount of the
securities of all series affected by the amendment.(9)
Subject to certain exceptions, a default on a series
may be waived with the consent of the holders of a
majority in principal amount of the series.
Without the consent of any Securityholder, the
Indenture or the Securities may be amended, among
other things, to cure any ambiguity, omission, defect
or inconsistency; to provide for assumption of
Company obligations to Securityholders; or to make
any change that does not materially adversely affect
the rights of any Securityholder.
12. Restrictive Covenants.(10)
The Securities are unsecured general obligations of
the Company limited to $ principal amount.
The Indenture does not limit other unsecured debt.
It does limit certain mortgages and sale-leaseback
transactions if the property mortgaged or leased is a
manufacturing facility in the United States
(excluding its territories and possessions) that is
of material importance to the Company's consolidated
business. The limitations are subject to a number of
important qualifications and exceptions.
13. Successors.
When a successor assumes all the obligations of the
Company under the Securities, any coupons and the
Indenture, the Company will be released from those
obligations.
14. Defeasance Prior to Redemption or Maturity.(11)
Subject to certain conditions, the Company at any
time may terminate some or all of its obligations
under the Securities, any coupons and the
Indenture if the Company deposits with the
Trustee money or U.S. Government Obligations
for the payment of principal and interest on the
Securities to redemption or maturity. U.S.
Government Obligations are securities backed by the
full faith and credit of the United States of America
or certificates representing an ownership interest in
such Obligations.
15. Defaults and Remedies.
An Event of Default(12) includes: default for 10 days
in payment of interest on the Securities; default in
payment of principal on the Securities; default by
the Company for a specified period after notice to it
in the performance of any of its other agreements
applicable to the Securities; certain events of
bankruptcy or insolvency; and any other Event of
Default provided for in the series. If an Event of
Default occurs and is continuing, the Trustee or the
holders of at least 25% in principal amount of the
Securities may declare the principal(13) of all the
Securities to be due and payable immediately.
Securityholders may not enforce the Indenture or the
Securities except as provided in the Indenture. The
Trustee may require indemnity satisfactory to it
before it enforces the Indenture or the Securities.
Subject to certain limitations, holders of a majority
in principal amount of the Securities may direct the
Trustee in its exercise of any trust or power. The
Trustee may withhold from Securityholders notice of
any continuing default (except a default in payment
of principal or interest) if it determines that
withholding notice is in their interests. The
Company must furnish annual compliance certificates
to the Trustee.
16. Trustee Dealings with Company.
Chemical Bank, the Trustee under the Indenture, in its
individual or any other capacity, may make loans to,
accept deposits from, and perform services for the
Company or its Affiliates, and may otherwise deal
with those persons, as if it were not Trustee.
17. No Recourse Against Others.
A director, officer, employee or stockholder, as
such, of the Company shall not have any liability
for any obligations of the Company under the
Securities or the Indenture or for any
claim based on, in respect of or by reason
of such obligations or their creation. Each
Securityholder by accepting a Security waives and
releases all such liability. The waiver and release
are part of the consideration for the issue of the
Securities.
18. Authentication.
This Security shall not be valid until authenticated
by a manual signature of the Registrar.
19. Abbreviations.
Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as: TEN COM
(=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with right of
survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gifts to Minors
Act).
The Company will furnish to any Securityholder upon
written request and without charge a copy of the Indenture and
the Bond Resolution. Requests may be made to: Secretary, Union
Carbide Corporation, 39 Old Ridgebury Road, Danbury, CT 06817-
0001.
[FACE OF COUPON]
...............
[$]............
Due............
UNION CARBIDE CORPORATION
[Title of Security]
Unless the Security attached to this coupon has been
called for redemption, Union Carbide Corporation ("Company") will
pay to bearer, upon surrender, the amount shown hereon when due.
This coupon may be surrendered for payment to any Paying Agent
listed on the back of this coupon unless the Company has replaced
such Agent. Payment may be made by check. This coupon
represents six months' interest.
Union Carbide Corporation
By_______________________________
[REVERSE OF COUPON]
PAYING AGENTS
NOTES TO EXHIBITS A AND B
1 If the Security is not to bear interest at a fixed rate
per annum, insert a description of the manner in which the
rate of interest is to be determined. If the Security is
not to bear interest prior to maturity, so state.
2 If the method or currency of payment is different, insert
a statement thereof.
3 If applicable.
4 If applicable.
5 If the Security is a Discounted Security, insert amount to
be redeemed or method of calculating such amount.
6 If applicable. Also insert, if applicable, provisions for
repayment of Securities at the option of the
Securityholder.
7 If applicable.
8 If applicable. Insert additional or different
denominations.
9 If different terms apply, insert a brief summary thereof.
10 If applicable. If additional or different covenants
apply, insert a brief summary thereof.
11 If applicable. If different defeasance terms apply,
insert a brief summary thereof.
12 If additional or different Events of Default apply, insert
a brief summary thereof.
13 If the Security is a Discounted Security, set forth the
amount due and payable upon an Event of Default.
Note: U.S. tax law may require certain legends on Discounted
and Bearer Securities.
EXHIBIT C
A FORM OF ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
_________________________________________
: :
: :
(Insert assignee's soc. sec. or tax I.D. no.)
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
(Print or type assignee's name, address and zip code)
and irrevocably appoint _______________________________________
agent to transfer this Security on the books of the Company.
The agent may substitute another to act for him.
Date: _______________ Your Signature: ________________________
________________________
(Sign exactly as your name appears on the other side of
this Security)