EXHIBIT 4.1
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THE ESTEE LAUDER COMPANIES INC.
5.550% SENIOR NOTES DUE 2017
May 1, 2007
OFFICERS' CERTIFICATE
THE UNDERSIGNED, Richard W. Kunes and Sara E. Moss, do hereby certify
that they are the duly appointed, qualified and acting Executive Vice President
and Chief Financial Officer and Executive Vice President, General Counsel and
Secretary, respectively, of The Estee Lauder Companies Inc., a Delaware
corporation (the "Company"), and they do hereby further certify that there is
hereby established pursuant to the authority granted by the resolutions adopted
by the Board of Directors of the Company at a duly held meeting of the Board of
Directors on March 2, 2007 (the "Resolutions") and Section 3.01 of the
Indenture, dated as of November 5, 1999 (the "Indenture"), between the Company
and U.S. Bank Trust National Association, as successor in interest to State
Street Bank and Trust Company, N.A., as trustee (the "Trustee"), the series of
Securities (as that term is used in Section 3.01 of the Indenture) to be issued
under the Indenture, which series of Securities shall have the following terms
and such additional terms as shall be set forth in the form of Notes (as defined
below) attached hereto as Exhibit A (unless otherwise defined herein,
capitalized terms used herein have the meanings assigned thereto in the
Indenture):
1. The Securities shall be entitled the "5.550% Senior Notes due
2017" (the "Notes").
2. The initial aggregate principal amount of the Notes that are to
be authenticated and delivered under the Indenture is $300,000,000, (except for
Notes authenticated and delivered upon registration of transfer of or in
exchange for, or in lieu of other Notes pursuant to Section 3.04, 3.05, 3.06,
9.06, 11.07 or 13.05 of the Indenture). This series may be reopened and
additional Notes of this series may be issued in accordance with the terms of
the Indenture.
3. The principal amount of the Notes shall mature on May 15, 2017,
subject to the provisions of Section 5.02 of the Indenture respecting
acceleration.
4. The Notes shall bear interest from May 1, 2007, or from the most
recent Interest Payment Date to which interest has been paid or provided for, at
the rate of 5.550% per annum for the Notes, payable semiannually in arrears on
May 15 and November 15 of each year, commencing November 15, 2007, for payment
to holders on the respective Regular Record Dates, which dates shall be the next
preceding May 1 and November 1, respectively.
5. The principal of and interest on the Notes shall be payable at,
and any Notes surrendered for registration of transfer or exchange shall be
delivered to, the office or agency maintained by the Company for that purpose,
pursuant to the Indenture (initially the Corporate Trust Office of the Trustee
in the Borough of Manhattan, in the City of New York); except that at the option
of the Company, interest may be paid (a) by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register or
(b) by wire transfer to an account maintained by the Person entitled thereto as
specified in the Security Register.
6. The Notes are redeemable, in whole or in part, at the Company's
option at any time at a redemption price equal to the Make-Whole Price. The
"Make-Whole Price" means an amount equal to the greater of (1) 100% of the
principal amount of the Notes being redeemed, or (2) an amount equal to, as
determined by an Independent Investment Banker, the sum of the present value of
the remaining scheduled payments of principal and interest on the Notes being
redeemed, discounted to the date of redemption on a semi-annual basis (assuming
a 360-day year consisting of twelve 30 day months) at the Adjusted Treasury
Rate, plus, in each case, accrued and unpaid interest thereon to the date of
redemption. Notice of any redemption will be mailed at least 30 days but not
more than 60 days before the date of redemption to each registered holder of the
Notes to be redeemed. Unless the Company defaults in payment of the redemption
price, on and after the date of redemption, interest will cease to accrue on the
Notes or portion thereof called for redemption.
"Adjusted Treasury Rate" with respect to any redemption date,
the rate per annum equal to the semi-annual yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) that is the same as the Comparable
Treasury Price for such redemption date, plus 15 basis points.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker that (1) has the maturity
comparable to the remaining term of the Notes to be redeemed and (2) would be
used, at the time of selection and in accordance with customary financial
practice, to price new issues of corporate debt securities with a maturity
comparable to the remaining term of the Notes to be redeemed.
"Comparable Treasury Price" means, with respect to any
redemption date, (A) the average of the Reference Treasury Dealer Quotations for
such redemption date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, (B) if the trustee obtains fewer than three such
Reference Treasury Dealer Quotations, the average of all such Reference Treasury
Quotations, or (C) if only one Reference Treasury Dealer Quotation is received,
such Reference Treasury Dealer Quotation.
"Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the trustee after consultation with the Company.
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"Reference Treasury Dealer" means (A) Citigroup Global Markets
Inc. or J.P. Morgan Securities Inc. (or their affiliates which are Primary
Treasury Dealers) and their respective successors; provided, however, that if
any of the foregoing shall cease to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), the Company shall
substitute therefor another Primary Treasury Dealer; and (B) any other Primary
Treasury Dealer selected by the Company.
"Reference Treasury Dealer Quotation" means, with respect to
each Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.
(New York City time) on the third business day preceding such redemption date.
7. The Notes shall not be subject to the operation of any sinking
fund or an analogous provision.
8. There shall be the following additions to the covenants of the
Company set forth in Article 10 of the Indenture with respect to the Notes:
Limitation on Liens. The Company covenants that, so long as any
of the Notes remain outstanding, it shall not, nor shall it permit any
Consolidated Subsidiary to, create or assume any Indebtedness for money borrowed
which is secured by a pledge, mortgage, lien, charge, encumbrance or security
interest ("liens") of or upon any assets, whether now owned or hereafter
acquired, of the Company or any such Consolidated Subsidiary without equally and
ratably securing the Notes by a lien ranking ratably with and equal to (or at
the option of the Company, senior to) such secured Indebtedness for as long as
such Indebtedness remains outstanding and is so secured, except that the
foregoing restriction shall not apply to (a) liens on any assets of any
corporation or other business entity existing at the time such Person becomes a
Consolidated Subsidiary; (b) liens on any assets (including, without limitation,
property, shares of stock or indebtedness) existing at the time of acquisition
of such assets by the Company or a Consolidated Subsidiary, or liens to secure
the payment of all or any part of the purchase price of such assets upon the
acquisition of such assets by the Company or a Consolidated Subsidiary or to
secure any indebtedness incurred or guaranteed by the Company or a Consolidated
Subsidiary prior to, at the time of, or within 360 days after such acquisition
(or in the case of real property, the completion of construction (including any
improvements on an existing asset) or commencement of full operation of such,
property, whichever is later), which indebtedness is incurred or guaranteed for
the purpose of financing all or any part of the purchase price thereof or, in
the case of real property, construction or improvements thereon; provided,
however, that in the case of any such acquisition, construction or improvement,
the lien shall not apply to any assets theretofore owned by the Company or a
Consolidated Subsidiary, other than, in the case of any such construction or
improvement, any real property on which the property so constructed, or the
improvement, is located; (c) liens on any assets securing indebtedness owed by
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any Consolidated Subsidiary to the Company or another wholly owned Subsidiary;
(d) liens existing on the date of initial issuance of the Notes; (e) liens on
any assets of a corporation or other business entity existing at the time such
Person is merged into or consolidated with the Company or a Subsidiary or at the
time of a purchase, lease or other acquisition of the assets of such Person as
an entirety or substantially as an entirety by the Company or a Subsidiary; (f)
liens on any assets of the Company or a Consolidated Subsidiary in favor of the
United States of America or any state thereof, or any department, agency or
instrumentality or political subdivision of the United States of America or any
state thereof, or in favor of any other country, or any political subdivision
thereof, to secure partial, progress, advance or other payments pursuant to any
contract or statute or to secure any indebtedness incurred or guaranteed for the
purpose of financing all or any part of the purchase price (or, in the case of
real property, the cost of construction) of the assets subject to such liens
(including, but not limited to, liens incurred in connection with pollution
control, industrial revenue or similar financing); (g) any extension, renewal or
replacement or successive extensions, renewals or replacements, in whole or in
part, of any lien referred to in the foregoing clauses (a) to (f), inclusive,
including the refinancing thereof without increase of the principal of the
indebtedness secured by such lien (except to the extent of any fees or costs
associated with any such extension, renewal or replacement); (h) liens imposed
by law, such as mechanics', workmen's, repairmen's, materialmen's, carriers',
warehousemen's, vendors' or other similar liens arising in the ordinary course
of business, or governmental (federal, state or municipal) liens arising out of
contracts for the sale of products or services by the Company or any
Consolidated Subsidiary, or deposits or pledges to obtain the release of any of
the foregoing liens; (i) pledges, liens or deposits under worker's compensation
laws or similar legislation and liens or judgments thereunder which are not
currently dischargeable, or in connection with bids, tenders, contracts (other
than for the payment of money) or leases to which the Company or any
Consolidated Subsidiary is a party, or to secure public or statutory obligations
of the Company or any Consolidated Subsidiary, or in connection with obtaining
or maintaining self-insurance or to obtain the benefits of any law, regulation
or arrangement pertaining to unemployment insurance, old age pensions, social
security or similar matters, or to secure surety, performance, appeal or customs
bonds to which the Company or any Consolidated Subsidiary is a party, or in
litigation or other proceedings such as, but not limited to, interpleader
proceedings, and other similar pledges, liens or deposits made or incurred in
the ordinary course of business; (j) liens created by or resulting from any
litigation or other proceeding which is being contested in good faith by
appropriate proceedings, including liens arising out of judgments or awards
against the Company or any Consolidated Subsidiary with respect to which the
Company or such Consolidated Subsidiary is in good faith prosecuting an appeal
or proceedings for review or for which the time to make an appeal has not yet
expired; or final unappealable judgment liens which are satisfied within 15 days
of the date of judgment; or liens incurred by the Company or any Consolidated
Subsidiary for the purpose of obtaining a stay or discharge in the course of any
litigation or other proceeding to which the Company or such Consolidated
Subsidiary is a party; (k) liens for taxes or assessments or governmental
charges or levies not yet due or delinquent, or which can thereafter be paid
without penalty, or which are being contested in good faith by appropriate
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proceedings; landlord's liens on property held under lease; and any other liens
or charges incidental to the conduct of the business of the Company or any
Consolidated Subsidiary or the ownership of the assets of any of them which were
not incurred in connection with the borrowing of money or the obtaining of
advances or credit and which do not, in the opinion of the Company, materially
impair the use of such assets in the operation of the business of the Company or
such Consolidated Subsidiary or the value of such assets for the purposes
thereof; or (l) liens relating to accounts receivable of the Company or any of
its Subsidiaries which have been sold, assigned or otherwise transferred to
another Person in a transaction classified as a sale of accounts receivable in
accordance with generally accepted accounting principles (to the extent the sale
by the Company or the applicable Subsidiary is deemed to give rise to a lien in
favor of the purchaser thereof in such accounts receivable or the proceeds
thereof). Notwithstanding the above, the Company or any Consolidated Subsidiary
may, without securing the Notes, create or assume any Indebtedness which is
secured by a lien which would otherwise be subject to the foregoing
restrictions, provided that at the time of such creation or assumption, after
giving effect thereto, Exempted Debt does not exceed 15% of the total assets of
the Company and its Subsidiaries on a consolidated basis, determined in
accordance with generally accepted accounting principles as reflected on the
Company's most recent publicly available consolidated balance sheet.
Limitation on Sale and Lease-Back Transactions. The Company
covenants that, so long as any of the Notes remain outstanding, the Company
shall not, nor shall the Company permit any Consolidated Subsidiary to, enter
into any sale and lease-back transaction with respect to any assets, other than
any sale lease-back transaction (involving a lease for a term of not more than
three years), unless either (a) the Company or such Consolidated Subsidiary
would be entitled to incur Indebtedness secured by a lien on the assets to be
leased in an amount at least equal to the Attributable Debt in respect of such
transaction without equally and ratably securing the Notes pursuant to clauses
(a) through (l) inclusive of the covenant with respect to "Limitation on Liens"
above, or (b) the proceeds of the sale of the assets to be leased are at least
equal to their fair market value (as determined by the Board of Directors of the
Company) and the proceeds are applied to the purchase or acquisition (or, in the
case of real property, the construction) of assets or to the retirement (other
than at maturity or pursuant to a mandatory sinking fund or mandatory redemption
provision) of Indebtedness. The foregoing limitation shall not apply, if at the
time the Company or any Consolidated Subsidiary enters into such sale and
lease-back transaction, and after giving effect thereto, Exempted Debt does not
exceed 15% of the total assets of the Company and its Subsidiaries on a
consolidated basis, determined in accordance with generally accepted accounting
principles as reflected on the Company's most recent publicly available
consolidated balance sheet.
The term "Attributable Debt" in connection with a sale and
lease-back transaction shall mean, as of the date of determination, the lesser
of (a) the fair value of the assets subject to such transaction, as determined
by the Company's Board of Directors, or (b) the present value of the obligations
of the lessee for net rental payments during the term of any lease discounted at
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the rate of interest set forth or implicit in the terms of such lease or, if not
practicable to determine such rate, the weighted average interest rate per annum
borne by the debt securities of each series outstanding pursuant to the
Indenture and subject to limitations on sale and lease-back transaction
covenants, compounded semi-annually in either case as determined by the
Company's principal accounting or financial officer.
The term "Consolidated Subsidiary" shall mean any Subsidiary
substantially all the property of which is located, and substantially all the
operations of which are conducted, in the United States of America whose
financial statements are consolidated with those of the Company in accordance
with generally accepted accounting principles, excluding any Subsidiary
substantially all the assets of which consist of stock or other securities of
any Subsidiary substantially all the property of which and substantially all the
operations of which are conducted outside the United States.
The term "Exempted Debt" shall mean the sum of the following as
of the date of determination: (i) Indebtedness of the Company and its
Consolidated Subsidiaries incurred after the date of issuance of the Notes and
secured by liens not permitted to be created or assumed pursuant to the covenant
with respect to "Limitation on Liens" above, and (ii) Attributable Debt of the
Company and its Consolidated Subsidiaries in respect of every sale and
lease-back transaction entered into after the date of issuance of the Notes,
other than leases expressly permitted by the covenant with respect to
"Limitation on Sale and Lease-Back Transactions" above.
The term "Indebtedness" shall mean all items classified as
indebtedness on the most recent publicly available consolidated balance sheet of
the Company and its Consolidated Subsidiaries, in accordance with generally
accepted accounting principles.
The term "net rental payments" under any lease of any period
shall mean the sum of the rental and other payments required to be paid in such
period by the lessee thereunder, not including, however, any amounts required to
be paid by such lessee (whether or not designated as rental or additional
rental) on account of maintenance and repairs, reconstruction, insurance, taxes,
assessments, water rates or similar charges required to be paid by such lessee
thereunder or any amounts required to be paid by such lessee thereunder
contingent upon the amount of sales, maintenance and repairs, reconstruction,
insurance, taxes, assessments, water rates or similar charges.
The term "Subsidiary" shall mean any corporation, association,
partnership, joint venture, limited liability company or other business entity
of which at least a majority of the total voting power of the equity interest
under ordinary circumstances for the election of the board of directors,
managers or trustees thereof shall at the time be owned by the Company or by the
Company and one or more Subsidiaries or by one or more Subsidiaries.
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Purchase of Notes Upon a Change of Control Repurchase Event. If
a Change of Control Repurchase Event (defined below) occurs, unless the Company
has exercised its right to redeem the Notes as described in paragraph 6 above,
the Company shall make an offer to each holder of Notes to repurchase all or any
part (in multiples of $2,000 principal amount) of that holder's Notes at a
repurchase price in cash equal to 101% of the aggregate principal amount of
Notes repurchased plus any accrued and unpaid interest on the Notes repurchased
to the date of repurchase. Within 30 days following any Change of Control
Repurchase Event or, at the option of the Company, prior to any Change of
Control (defined below), but after the public announcement of the Change of
Control, the Company shall mail a notice to each holder stating:
(i) that a Change of Control has occurred or is about to occur
and that such holder has the right to require the Company to
purchase such holder's Notes at a purchase price in cash
equal to 101% of the principal amount thereof on the date of
purchase, plus accrued and unpaid interest to, but not
including, the date of purchase;
(ii) the circumstances and relevant facts regarding such Change
of Control Repurchase Event or, if the Change of Control is
about to occur, the circumstances and relevant facts
regarding such Change of Control;
(iii) the purchase date (which shall be no earlier than 30
calendar days nor later than 60 calendar days from the date
such notice is mailed);
(iv) the instructions, as determined by the Company, that a
holder must follow in order to have its Notes purchased; and
(v) that the offer to purchase is conditioned on the Change of
Control Repurchase Event occurring on or prior to the
specified purchase date, if mailed prior to the date of
consummation of the Change of Control.
The Company shall comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations to the
extent those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change of Control Repurchase Event. To
the extent that the provisions of any securities laws or regulations conflict
with the Change of Control Repurchase Event provisions of the Notes, the Company
shall comply with the applicable securities laws and regulations and shall not
be deemed to have breached any obligations under the Change of Control
Repurchase Event provisions of the Notes by virtue of such conflict.
On the Change of Control Repurchase Event payment date, the
Company shall, to the extent lawful:
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(i) accept for payment all Notes or portions of Notes properly
tendered pursuant to the Company's offer;
(ii) deposit with the paying agent an amount equal to the
aggregate purchase price in respect of all Notes or portions
of Notes properly tendered; and
(iii) deliver or cause to be delivered to the trustee the Notes
properly accepted, together with an officers' certificate
stating the aggregate principal amount of Notes being
purchased by the Company.
The paying agent will promptly pay, from funds deposited by the
Company for such purpose, to each holder of Notes properly tendered the purchase
price for the Notes, and the trustee will promptly authenticate and mail (or
cause to be transferred by book-entry) to each holder a new note equal in
principal amount to any unpurchased portion of any Notes surrendered.
The Company shall not be required to make an offer to repurchase
the Notes upon a Change of Control Repurchase Event if a third party makes an
offer in the manner, at the times and otherwise in compliance with the
requirements for an offer made by the Company and such third party purchases all
Notes properly tendered and not withdrawn under its offer.
"Change of Control" means the occurrence of any of the
following:
(1) the direct or indirect sale, transfer, conveyance
or other disposition (other than by way of merger
or consolidation), in one or a series of related
transactions, of all or substantially all of
properties or assets of the Company and those of
the subsidiaries of the Company, taken as a whole,
to any "person" (individually and as that term is
used in Section 13(d)(3) and Section 14(d)(2) of
the Exchange Act), other than the Company or a
wholly owned subsidiary of the Company;
(2) the adoption of a plan relating to the liquidation
or dissolution of the Company;
(3) the first day on which a majority of the members
of the board of directors of the Company are not
Continuing Directors;
(4) the consummation of any transaction or series of
related transactions (including, without
limitation, any merger or consolidation) the
result of which is that any "person" (individually
and as that term is used in Section 13(d)(3) and
Section 14(d)(2) of the Exchange Act), other than
the Company, a wholly owned subsidiary of the
Company or Lauder Family Members, becomes the
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beneficial owner, directly or indirectly, of more
than 50% of the Voting Stock of the Company, and
following such transaction or transactions, Lauder
Family Members beneficially own less than 50% of
the Voting Stock of the Company, in each case,
measured by voting power rather than number of
shares; or
(5) the consummation of a so-called "going
private/Rule 13e-3 Transaction" that results in
any of the effects described in paragraph
(a)(3)(ii) of Rule 13e-3 under the Exchange Act
(or any successor provision), following which
Lauder Family Members beneficially own, directly
or indirectly, more than 50% of the Voting Stock
of the Company, measured by voting power rather
than number of shares.
Notwithstanding the foregoing, a transaction effected to create
a holding company for the Company that is subject to the provisions of Article 8
(Merger, Consolidation and Sale of Assets) of the Indenture will not be deemed
to involve a Change of Control if (a) pursuant to such transaction the Company
becomes a wholly owned subsidiary of such holding company and (b) the holders of
the Voting Stock of such holding company immediately following such transaction
are the same as the holders of the Voting Stock of the Company immediately prior
to such transaction.
"Below Investment Grade Rating Event" means the Notes are rated
below Investment Grade by both Rating Agencies on any date from the date of the
public notice of an arrangement that could result in a Change of Control until
the end of the 60-day period following public notice of the occurrence of a
Change of Control (which period shall be extended so long as the rating of the
Notes is under publicly announced consideration for possible downgrade by either
of the Rating Agencies); provided that a Below Investment Grade Rating Event
otherwise arising by virtue of a particular reduction in rating shall not be
deemed to have occurred in respect of a particular Change of Control (and thus
shall not be deemed a Below Investment Grade Rating Event for purposes of the
definition of Change of Control Repurchase Event hereunder) if the Rating
Agencies making the reduction in rating to which this definition would otherwise
apply do not announce or publicly confirm or inform the trustee in writing at
its request that the reduction was the result, in whole or in part, of any event
or circumstance comprised of or arising as a result of, or in respect of, the
applicable Change of Control (whether or not the applicable Change of Control
shall have occurred at the time of the Below Investment Grade Rating Event).
"Change of Control Repurchase Event" means the occurrence of
both a Change of Control and a Below Investment Grade Rating Event.
"Continuing Directors" means, as of any date of determination,
any member of the board of directors of the Company who:
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(1) was a member of such board of directors on the
first date that any of the Notes were issued; or
(2) was nominated for election or elected to the board
of directors of the Company with the approval of a
majority of the Continuing Directors who were
members of the board of directors of the Company
at the time of such nomination or election.
"Investment Grade" means a rating of Baa3 or better by Moody's
(or its equivalent under any successor rating categories of Moody's) and BBB- or
better by S&P (or its equivalent under any successor rating categories of S&P)
(or, in each case, if such Rating Agency ceases to rate the Notes for reasons
outside of the control of the Company, the equivalent investment grade credit
rating from any Rating Agency selected by the Company as a replacement Rating
Agency).
"Lauder Family Members" includes only the following persons: (i)
the estate of Mrs. Estee Lauder; (ii) each descendant of Mrs. Lauder (a "Lauder
Descendant") and their respective estates, guardians, conservators or
committees; (iii) each "Family Controlled Entity" (as defined below); and (iv)
the trustees, in their respective capacities as such, of each "Family Controlled
Trust" (as defined below). The term "Family Controlled Entity" means (i) any
not-for-profit corporation if at least 80% of its board of directors is composed
of Lauder Descendants; (ii) any other corporation if at least 80% of the value
of its outstanding equity is owned by Lauder Family Members; (iii) any
partnership if at least 80% of the value of its partnership interests are owned
by Lauder Family Members; and (iv) any limited liability or similar company if
at least 80% of the value of the company is owned by Lauder Family Members. The
term "Family Controlled Trust" includes the trusts existing on November 16, 1995
and set forth on Schedule A to the Company's Restated Certificate of
Incorporation as in effect on the date hereof and trusts the primary
beneficiaries of which are Lauder Descendants, spouses of Lauder Descendants
and/or charitable organizations, provided that if the trust is a wholly
charitable trust, at least 80% of the trustees of such trust consist of Lauder
Descendants.
"Moody's" means Moody's Investors Service, Inc.
"Rating Agency" means:
(1) each of Moody's and S&P; and
(2) if either of Moody's or S&P ceases to rate the
Notes or fails to make a rating of the Notes
publicly available for reasons outside of the
control of the Company, a "nationally recognized
statistical rating organization" within the
meaning of Rule 15c3-1(c)(2)(vi)(F) under the
Exchange Act selected by the Company as a
replacement agency for Moody's or S&P, or both, as
the case may be.
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"S&P" means Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc.
"Voting Stock" as applied to stock of any person, means shares,
interests, participations or other equivalents in the equity interest (however
designated) in such person having ordinary voting power for the election of a
majority of the directors (or the equivalent) of such person, other than shares,
interests, participations or other equivalents having such power only by reason
of the occurrence of a contingency.]
9. The Notes shall only be issued as Registered Securities.
10. The Notes shall be issued in permanent global form without
interest coupons, initially issued to Cede & Co., as nominee of The Depository
Trust Company (the initial depository therefor), in accordance with Section 3.03
of the Indenture.
[signatures appear on the following page]
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IN WITNESS WHEREOF, the undersigned have executed this Certificate on
the date written first above.
/s/ Richard W. Kunes
-------------------------------------
Name: Richard W. Kunes
Title: Executive Vice President and Chief Financial Officer
/s/ Sara E. Moss
-------------------------------------
Name: Sara E. Moss
Title: Executive Vice President, General Counsel and Secretary
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