-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, FiyR7dxArd4DIadNwuFmFDzZzkhdKDuRB5WX5XqFdYCUpT2bspmCZcntHiIiZLol 5dWTC9Hc5B5S3mHSAuCywA== 0000066479-95-000011.txt : 19950615 0000066479-95-000011.hdr.sgml : 19950615 ACCESSION NUMBER: 0000066479-95-000011 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19950316 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MILLIPORE CORP CENTRAL INDEX KEY: 0000066479 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 042170233 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 033-58117 FILM NUMBER: 95521270 BUSINESS ADDRESS: STREET 1: 80 ASHBY RD CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 6172759200 MAIL ADDRESS: STREET 1: 80 ASHBY ROAD CITY: BEDFORD STATE: MA ZIP: 01730 FORMER COMPANY: FORMER CONFORMED NAME: MILLIPORE FILTER CORP DATE OF NAME CHANGE: 19661116 S-4 1 As filed with the Securities and Exchange Commission on March 16, 1995 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- Millipore Corporation (Exact name of registrant as specified in its charter) Massachusetts 3070 04-2170233 (State or other jurisdiction (Primary Standard Industrial (I.R.S.Employer of incorporation or Classification Code Number) Identification No.) organization) 80 ASHBY ROAD, BEDFORD, MA 01730 (617) 275-9200 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) GEOFFREY NUNES, ESQ. 80 Ashby Road Bedford, MA 01730 (617) 275-9200 (Name, address, including zip code, and telephone number, including area code of agent for service) ---------------------- Copy to: STEVEN F. SCOTT, ESQ. Ropes & Gray One International Place Boston, MA 02110 (617) 951-7000 ---------------------- Approximate date of commencement of proposed sale to the public: As soon as practicable after the Registration Statement becomes effective. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instructions, check the following box. ----------------------- CALCULATION OF REGISTRATION FEE Proposed Proposed maximum maximum Title of each class of Amount to be offering aggregate Amount of securities to be registered price per offering registration registered unit price fee 6.78% Senior Notes $100,000,000 100% $100,000,000 $34,483 Due 2004 The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine. CROSS REFERENCE SHEET Pursuant to Item 501(b) of Regulation S-K Showing Location in Prospectus of Information Required by Items of Part I of Form S-4 Registration Statement Item Number and Caption Caption or Location in Prospectus 1. Forepart of Registration Statement and Outside Front Outside Front Cover Page Cover Page of Prospectus 2. Inside Front and Outside Back Cover Page of Prospectus Inside Front Cover Page; Outside Back Cover Page 3. Risk Factors, Ratio of Earnings to Fixed Charges and Prospectus Summary; Selected Other Information Consolidated Financial Data 4. Terms of the Transaction Outside Front Cover Page; Prospectus Summary; The Exchange Offer; Description Notes; Plan of Distribution 5. Pro-Forma Financial Information Inapplicable 6. Material Contracts with the Company Being Acquired Inapplicable 7. Additional Information Required Inapplicable 8. Interests of Named Experts Legal Matters; Experts and Counsel 9. Disclosure of Commission Position on Indemnification for Securities Act Liabilities Inapplicable 10 Information with Respect to S-3 Prospectus Summary; Registrant Capitalization; Selected Consolidated Financial Data; Management's Discussion of Analysis of Financial Condition and Results of Operations; Plan of Distribution 11 Incorporation of Certain Information by Reference Incorporation of Certain Documents by Reference i 12 Information with Respect to S- 3 or S-2 Registrants Inapplicable 13 Incorporation of Certain Information by Reference Inapplicable 14 Information with Respect to Registrants other than S-3 or Inapplicable S-2 Registrants 15 Information with Respect to S-3 Companies Inapplicable 16 Information with Respect to S-3 or S-2 Companies Inapplicable 17 Information with Respect to Companies Other Than S-3 or S-2 Inapplicable Companies 18 Information if Proxies, Consents or Authorizations Inapplicable are to be Solicited 19 Information if Proxies, Consents or Authorizations are not to be Solicited or in Management: Incorporation of an Exchange Officer Certain Documents by Reference ii SUBJECT TO COMPLETION, DATED MARCH 15, 1995 PROSPECTUS MILLIPORE CORPORATION Exchange (the "Exchange") of its 6.78% Senior Notes due 2004, for all of its outstanding 6.78% Senior Notes due 2004 The Exchange will expire at 5:00 p.m. New York City time, on May 3, 1995. Millipore Corporation, a Massachusetts corporation ("Millipore" or the "Company"), hereby intends upon the terms and conditions set forth in this Prospectus (the "Prospectus"), to exchange (the "Exchange") $1,000 principal amount of its 6.78% Senior Notes due 2004, (the "Public Notes"), which will have been registered under the Securities Act of 1933, as amended (the "Securities Act") pursuant to a Registration Statement of which this Prospectus is a part, for each $1,000 principal amount of its outstanding 6.78% Senior Notes due 2004 (the "Notes"), of which $100,000,000 principal amount is outstanding. The form and terms of the Public Notes are the same as the form and term of the Notes (which they replace) except that the Public Notes will have been registered under the Securities Act and, therefore, will not bear legends restricting their transfer and will not contain certain provisions relating to an increase in the interest rate which were included in the terms of the Notes in certain circumstances relating to the timing of the Exchange. The Public Notes will evidence the same debt as the Notes (which they replace) and will be issued under and be entitled to the benefits of the Indenture dated May_____, 1995 between the Company and The First Bank National Bank of Boston (the "Indenture") governing the Public Notes. The Notes were issued and sold by the Company on March 3, 1994 to the Metropolitan Life Insurance Company ("Met") in a transaction not registered under the Securities Act in reliance upon an exemption under the Securities Act ("Met Transaction"). Accordingly, the Notes may not be reoffered, resold or otherwise transferred in the United States unless registered under the Securities Act or unless an applicable exemption from the registration requirements of the Securities Act is available. The Company will exchange all Notes prior to 5:00 p.m., New York City time, on May 3, 1995, (the "Exchange Date"). Based on no-action letters issued by the staff of the Securities and Exchange Commission (the "Commission") to third parties, the Company believes the Public Notes issued pursuant to the Exchange may be offered for resale, resold and otherwise transferred by any holder thereof (other than any such holder that is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Public Notes are acquired in the ordinary course of such holder's business and such holder has no arrangement or understanding with any person to participate in the distribution of such Public Notes. See "The Exchange-- Purpose and Effect of the Exchange" and "--Resale of the Public Notes." Under the terms and conditions of the Met Transaction, the Met has agreed to participate in the Exchange. The Company will pay all the expenses incurred by it incident to the Exchange. See "The Exchange." THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus is May , 1995 Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. AVAILABLE INFORMATION Millipore Corporation (the "Company") is subject to the informational requirements of the Securities Exchange Act of 1934 and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information filed by the Company can be inspected and copied at the public reference facilities of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549, as well as at the Regional Offices of the Commission at 75 Park Place, New York, New York 10007 and at Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois, 60661. Copies of such material can be obtained by mail from the Public Reference Section of the Commission, at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 at prescribed rates. This Prospectus constitutes a part of a Registration Statement on Form S- 4 filed by the Company with the Commission under the Securities Act of 1933, as amended. This Prospectus omits certain of the information contained in the Registration Statement, and reference is hereby made to the Registration Statement and related exhibits for further information with respect to the Company and the Public Notes offered hereby. Any statements contained herein concerning the provisions of any document are not necessarily complete, and, in each instance, reference is made to the copy of such document filed as an exhibit to the Registration Statement or otherwise filed with the Commission. Each such statement is qualified in its entirety by such reference. The Company's principal executive offices are located at 80 Ashby Road, Bedford, MA 01730, telephone (617) 275-9200. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following reports and documents are hereby incorporated herein by reference and made a part hereof: The Company's Annual Report on Form 10-K for the year ended December 31, 1994 All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent to the date of this Prospectus and prior to the termination of the offering of the Public Notes hereunder shall be deemed to be incorporated herein by reference and shall be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained in this Prospectus or in any other subsequently filed document which also is incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person to whom a Prospectus is delivered, upon written or oral request of such person, a copy of the documents incorporated by reference herein, other than exhibits to such documents not specifically incorporated by reference. Such requests should be directed to Geoffrey Nunes, Senior Vice President and General Counsel, Millipore Corporation, by mail to 80 Ashby Road, Bedford, Massachusetts 01730, or by telephone at (617) 275-9200 2 PROSPECTUS SUMMARY The following information is qualified in its entirety by the more detailed information and financial data appearing elsewhere in this Prospectus and incorporated by reference herein. The Company Millipore Corporation was incorporated under the laws of The Commonwealth of Massachusetts on May 3, 1954. Millipore and its subsidiaries operate in a single business segment, the analysis, identification and purification of fluids using separations technology. Millipore is a leader in the field of membrane separations technology. The Company develops, manufactures and sells products which are used primarily for the analysis and purification of fluids. The Company's products are based on a variety of membranes and certain other technologies that effect separations principally through physical and chemical methods. The principal customers for the Company's products include pharmaceutical, electronics, chemical and food and beverage companies; government, university and private research and testing laboratories; and health care and medical facilities. The Company markets and supports its products through a field sales force and a marketing support staff of approximately 380 employees in the United States and 615 employees overseas. In fiscal 1994, approximately 64% of the Company's sales were made to customers outside the United States. The Exchange Offering Securities Being Offered in Exchange $100,000,000 principal amount of 6.78% Senior Notes Due March 3, 2004, (the "Public Notes"). Interest Payment Date March 3 and September 3, commencing September 3, 1995. Interest on the Public Notes will accrue from March 3, 1995. Maturity March 3, 2004 The Exchange $1,000 principal amount of the Public Notes plus accrued interest in exchange for each $1,000 principal amount of 6.78% Senior Notes ("Notes") sold by the Company on March 3, 1994 to Metropolitan Life Insurance Company ("Met"). As of the date hereof, $100,000,000 aggregate principal amount of Notes are outstanding. The Company will issue the Public Notes to Met on the Exchange Date pursuant to the terms and conditions of the Notes Purchase and Exchange Agreement dated March 3, 1994 between the Company and the Met (the "Note Agreement"). Based on an interpretation by the staff of the Commission set forth in no-action letters issued to third parties, the Company believes that Public Notes issued pursuant to the Exchange may be offered for resale, resold and otherwise transferred by any holder thereof (other than any such holder which is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Public Notes are acquired in the ordinary course of such holder's business and that such holder does not intend to participate and has no arrangement or understanding with any person to participate in the distribution of such Public Notes. Expiration Date 5:00 p.m., New York City time, on May 3, 1995 3 Accrued Interest on the Public Notes Each Public Note will bear interest from March 3, 1995. Use of Proceeds There will be no cash proceeds to the Company from, or pursuant to, the Exchange. General The form and terms of the Public Notes are the same as the form and terms of the Notes (which they replace) except that (i) the Public Notes have been registered under the Securities Act and, therefore, will not bear legends restricting the transfer thereof, and (ii) the holders of Public Notes will not be entitled to certain rights under the Note Purchase and Exchange Agreement, including the provisions providing for an increase in the interest rate on the Notes in certain circumstances relating to the timing of the Exchange, which rights will terminate when the Exchange is consummated. The Public Notes will evidence the same debt as the Notes and will be entitled to the benefits of the Indenture. See "Description of Notes." Summary Financial Data(1) (In thousands except per share amounts) Year Ended December 31 1990 1991 1992 1993 1994 Statement of Income Data: Net Sales $380,983 $415,075 $427,188 $445,366 $497,252 Income from continuing operations before income 43,384 50,490 45,853 63,223 76,915 taxes Net Income 23,077 54,565 33,183 34,603 56,209 Income per share from 1.05 1.27 1.26 1.75 2.18 continuing operations Net income per share 0.82 1.17 1.24 2.05 1.93 Weighted average shares 28,307 28,294 28,242 27,951 27,363 outstanding Ratio of earnings from continuing operations to 5.79 5.17 4.69 6.24 14.0 fixed charges(2) Dec. 31, 1994 Balance Sheet Data: Working capital $100,649 Total assets 527,653 Long-term debt 100,231 Shareholders' equity 221,277 _______________ (1)On November 11, 1993, the Company's Board of Directors approved a plan to divest operations of the Company's Instrumentation Divisions, which served primarily the chromatography and bioscience markets. These divisions, which represented separate product lines with separate customers, have been accounted for as discontinued operations. The Company sold these divisions in the third quarter of 1994 and realized a net loss upon disposition of these divisions. The consolidated statement of income in 1993 included the results of discontinued operations through November 11, 1993. The following table reflects the results of continuing operations. (2)The ratio of earnings from continuing operations to fixed charges were computed by dividing earnings from continuing operations before fixed charges and income taxes by the fixed charges. Earnings consist of income from continuing operations, to which has been added fixed charges and income taxes. Fixed charges consist of interest and debt expense and one-third of rent expense, which approximate the interest factor. 4 USE OF PROCEEDS The Exchange is intended to allow the Company to exercise its option under the Note Purchase and Exchange Agreement. The gross proceeds of $100 million from the issuance of the Notes were used for general corporate purposes. The Company will not receive any cash proceeds from the issuance of the Public Notes in the Exchange. CAPITALIZATION The following table sets forth the consolidated capitalization of the Company at December 31, 1994. December 31, 1994 (in thousands except share data) Short-term debt: Notes payable $ 56,116 Current portion of long-term debt 173 Total short-term debt $ 56,289 Notes payable with interest rates of 6.78% due in 2004 $100,000 Other notes payable with average interest of 11.2% in 1994, due through 1997 231 Total long-term debt $100,231 Shareholders' equity: Common stock, 80,000,000 shares authorized: 28,494,353 shares issued and outstanding on December 31, 1994(1) $ 28,494 Additional paid-in capital 23,603 Retained earnings 458,579 Translation adjustments 5,147 Less: Treasury stock at cost, 5,361,136 (294,546) shares on December 31, 1994 Total shareholders' equity $221,277 Total Capitalization $377,797 ________________ (1)Excludes 1,759,000 shares of Common Stock reserved for issuance upon exercise of outstanding stock options under the Company's employee stock option plans, on December 31, 1994. 5 SELECTED CONSOLIDATED FINANCIAL DATA The following table summarizes selected consolidated financial data relating to the Company for each of the five years in the period ended December 31, 1994. The data for the five-year period ended December 31, 1994 have been derived from the Company's consolidated financial statements, which have been audited by Coopers & Lybrand L.L.P., independent certified public accountants. The consolidated balance sheets of the Company as of December 31, 1993 and 1994 and the consolidated statements of income, shareholders' equity and cash flows for the five years ended December 31, 1994 are incorporated herein by reference. The following table is qualified in its entirety by such financial statements and notes thereto. Year Ended December 31 1990 1991 1992 1993 1994 (In thousands except per share amounts) Net Sales $380,983 $415,075 $427,188 $445,366 $497,252 Cost of Sales 170,049 194,557 195,462 193,575 212,675 Gross Profit 210,934 220,518 231,726 251,791 284,577 Selling, general and 117,214 129,593 142,701 145,647 159,591 administrative expenses Research and development 29,538 32,633 32,953 34,952 34,327 expenses Restructuring charge 17,103 - - - - Operating Income 47,079 58,292 56,072 71,192 90,659 Interest income 6,723 6,182 6,888 4,069 4,091 Interest expense (10,418) (13,984) (14,692) (12,038) (7,035) Other expense - - (2,415) - (10,800) Income from continuing operations before income 43,384 50,490 45,853 63,223 76,915 taxes Provision for income taxes 13,629 14,570 10,317 14,225 17,306 Income from continuing 29,755 35,920 35,536 48,998 59,609 operations Discontinued operations Earnings (loss) from (6,678) 18,645 2,715 (10,851) - discontinued operations. Net loss on disposal of discontinued operations - - - - (3,400) Income before extraordinary item and cumulative effect of change in accounting principle 23,077 54,565 38,251 38,147 56,209 Extraordinary item-loss on early extinguishment of - - - 3,544 - debt Cumulative effect of change in accounting for postretirement benefits - - 5,068 - - Net income $ 23,077 $ 54,565 $ 33,183 $ 34,603 $ 56,209 Net income per common share From continuing operations $1.05 $1.27 $1.26 $1.75 $2.18 Net income $0.82 $1.93 $1.17 $1.24 $2.05 Cash dividends declared per $0.43 $0.47 $0.51 $0.55 $0.59 common share Weighted average common 28,307 28,294 28,242 27,951 27,363 shares 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General On November 11, 1993, the Company's Board of Directors approved a plan to divest operations of the Company's Instrumentation Divisions, which served primarily chromatography and bioscience markets. These Instrumentation Divisions, which represented separate product lines with separate customers, have been accounted for as discontinued operations. The Company sold these Divisions in the third quarter of 1994 and realized a net loss upon their disposition. The consolidated statement of income in 1993 includes the results of discontinued operations through November 11, 1993. The following discussion on results of operations applies to continuing operations. Results of Operations Consolidated net sales increased 12 percent in 1994 to $497 million. Sales growth rates, measured both in local currencies and in U.S. dollars, are summarized in the table below. Sales growth rates Sales growth rates measured in local currencies measured in U.S. dollars 1991 1992 1993 1994 1991 1992 1993 1994 Americas 5% (1%) 6% 8% 5% (1%) 6% 8% Europe 5% 9% 4% 6% 4% 12% (7%) 7% Asia/Pacific 17% (6%) 10% 16% 25% (2%) 18% 21% Consolidated 8% 1% 6% 10% 9% 3% 4% 12% Sales growth, excluding foreign exchange impact, increased to 10 percent in 1994 from 6 percent in 1993. This performance was led by the electronics/industrial market which grew by 28 percent. In the Americas, sales growth increased to 8 percent in 1994 from 6 percent in 1993; and in Europe, sales grew 6 percent in 1994 from 4 percent in 1993. Sales in Japan grew 10 percent in 1994 from 2 percent in 1993; while sales in the rest of Asia increased by 53 percent. Electronics/industrial was the strongest market in each geography, with particular impact in Korea and Japan. Sales to the pharmaceutical/biotechnology market grew more slowly in 1994 due to reduced spending by pharmaceutical customers in the Americas and to a recessionary economy and a more difficult regulatory environment in Europe and Japan. The lab/research market showed sales growth in the Americas, Europe and Japan, and was particularly strong in Asia. Laboratory water products also grew across all geographies, with strongest performance in Europe and Japan. The effect of foreign exchange rates on sales was 2 percent favorable in 1994, compared to 2 percent unfavorable in 1993 and 2 percent favorable in 1992. A weaker dollar will benefit, and a stronger dollar will affect adversely, future operations. However, the Company is unable to predict future currency movements and to quantify their effect on income. The Company sells a wide range of products in many worldwide industrial markets. Price changes and inflation has not significantly affected the comparability of sales during the past three years. Gross Margins were 57.2 percent in 1994, 56.5 percent in 1993, and 54.2 percent in 1992. Excluding the charges for EPA settlements and the accrual of costs associated with increasing the efficiency of the Company's manufacturing operations in 1992, margins in 1992 were 56.3 percent. The improvement in margins in 1994 resulted from significantly increased production volume in the Company's electronics/industrial plants, as well as continued cost reduction activities in all of the Company's manufacturing operations. 7 Selling, General and Administrative (S,G&A) expenses, excluding the effects of foreign exchange grew 8 percent in 1994, 6 percent in 1993, and 10 percent in 1992. SG&A spending was higher in the second half of 1994 than in the first as the Company invested in sales and marketing programs to support future sales growth. Research and Development Expenses decreased slightly in 1994 compared to a 6 percent increase in 1993 and a marginal increase in 1992. The Company continued to fund all major programs in 1994. Other Expense in 1994 reflects a non-recurring charge of $10.8 million to settle litigation which arose from the Company's sale of its Process Water Division in 1989. The litigation was settled in the fourth quarter of 1994. Other expense in 1992 reflects the loss taken on the sale of the Company's environmental testing business Resource Analysts Inc. (RAI) in 1992. Net Interest Expense in 1994 was significantly lower than in 1993 and 1992, primarily due to interest earned on the net proceeds received from the divested businesses, a lower interest rate on the refinanced $100 million long-term note, and an overall lower level of net short-term borrowings. The Provision for Income Taxes was 22.5 percent of pre-tax income in 1994, the same effective rate as 1993 and 1992. The Company continues to benefit from low tax rates in Puerto Rico and tax incentives attributable to its U.S. export operations. The Net Loss on Disposal of Discontinued Operations reflects the after- tax loss of the disposition of the Company's Instrumentation Divisions, which were concluded in the third quarter of 1994. Extraordinary Loss on Early Extinguishment of Debt reflects the after- tax cost recorded by the Company in the fourth quarter of 1993 to pre-pay its $100 million note, which bore interest at 9.2 percent and was callable in 1995. In March 1994, the Company issued and sold a new $100 million note bearing interest at 6.78 percent. Earnings Per Share for the past three years include a number of charges resulting from either specific transactions or adoption of new accounting pronouncements. Earnings per share from continuing operations adjusted for these events are summarized as follows: Year Ended December 31 1992 1993 1994 Earnings from continuing operations after accounting $1.07 $1.62 $2.18 changes and charges SFAS #106 Charges - cumulative .19 - - impact Charges .34 .13 .30 Earnings from continued operations before $1.60 $1.75 $2.48 accounting changes and charges The charge in 1994 resulted from the settlement of litigation relating to the Company's sale of its Process Water Division in 1989. The charge in 1993 resulted from the early extinguishment of the Company's long-term debt. The charges in 1992 resulted from providing for the settlement of all known environmental disputes with the Environmental Protection Agency (EPA), the sale of Resource Analysts, Inc. and an additional charge taken to cover costs of increasing the efficiencies of the Company's manufacturing operations. 8 Legal Proceedings The potential settlement amount of all environmental claims against all participants at hazardous waste ("Superfund") sites in which the Company has been named a potential responsible party by the EPA is significant. It is unlikely, however, that the Company's share of these costs will have a material impact on the financial condition of the Company. The Company is only one of many potentially responsible parties named at each site. Additionally, in certain instances the Company believes that its insurance will cover a portion of the costs incurred. In 1992, the EPA unexpectedly proposed settlements for several of these sites. Based on these proposed settlements and all other information available to management, the Company recorded a provision of $5.8 million against cost of sales in 1992, which, in management's best estimate, will be sufficient to satisfy all known claims by the EPA. No individual settlement to date has had a material impact on the Company's financial condition. Millipore has settled its suit in the Superior Court for Middlesex County, Massachusetts brought against it by Eastern Enterprises and its subsidiary, Ionpure Technologies, Inc. ("Ionpure") and alleging misrepresentations made in conjunction with the sale by Millipore of its Process Water Division to Ionpure in November of 1989. The settlement became final in December of 1994 and resulted in the charge of $.30 per share as reflected in the table above. Capital Resources and Liquidity In 1994, the Company generated $49 million of cash from continuing operations, compared to generating $34 million in 1993 and expending $14 million in 1992. Cash provided by operations continue to be the Company's primary source of funding working capital requirements. In addition to the increase in net income from continuing operations of $14.1 million in 1994 as compared to 1993, the Company received a tax refund of $14.0 million in 1994. These sources of cash were partially offset by an increase in accounts receivable of $14.7 million in 1994 compared to an increase of $5.4 million in 1993. In addition, inventories increased $1.9 million in 1994 compared to a decrease of $6.4 million in 1993. Capital expenditures by continuing operations were lower in 1994 than in 1993 and 1992 as the Company spent less on facility expansions and information technology systems. The Company expects capital expenditures in 1995 to be in line with capital spending in 1994 and 1993. At December 31, 1994, the Company had no significant commitments for capital expenditures. In 1994, the Company paid a total of $15.4 million in non-recurring financing- related transactions; $5.1 million was used to pre-pay the Company's $100 million notes payable due in 1998, while $10.3 million was used to close out the Company's yen currency swap. In addition, the Company had $258.0 million of net proceeds from the sale of its Waters Chromatography and Bioscience divisions in 1994. The Company spent $293 million, net of stock option receipts, to repurchase 6.1 million shares of its common stock in 1994, primarily pursuant to a Dutch Auction Self Tender completed in the third quarter and an ongoing open market share repurchase program. In the fourth quarter of 1994, the Company announced a $100 million open market share repurchase program and spent $78 million in share repurchases. In early 1995, the Company announced plans to spend an additional $50 million on open market share repurchases. The Company has $30.2 million of cash and short-term investments on hand at the end of 1994, which along with the Company's strong financial position, provides a high degree of flexibility in financing future requirements. Dividends The quarterly dividend was increased in the second quarter of 1994 from $0.14 to $0.15 per share. Dividends paid in 1994 were $15.8 million. 9 BUSINESS Millipore Corporation is a leader in the field of membrane separations technology. The Company develops, manufactures and sells products which are used primarily for the analysis and purification of fluids. The Company's products are based on a variety of membrane, and certain other technologies that effect separations principally through physical and chemical methods. Products and Technologies The Company's products are used for analytical applications to gain knowledge about a molecule, (compound) or micro-organism by detecting, identifying and quantifying the relevant components of a sample. For purification applications, the Company's products are used in manufacturing and research operations to isolate and purify specific components or to remove contaminants. The principal separation technologies utilized by the Company are based on membrane filters, and certain chemistries, resins and enzyme immunoassays. Membranes are used to filter either the wanted or the unwanted particulate, bacterial, viral or molecular entities from fluids, or concentrate and retain such entities (in the fluid) for further processing. Some of the Company's newer membrane materials also use affinity, ion- exchange or electrical charge mechanisms for separation. Both analytical and purification products incorporate membrane and other technologies. The Company's products include disc and cartridge filters and housings of various sizes and configurations, filter-based test kits, precision pumps and other ancillary equipment and supplies. The Company has more than 3,000 products. Most of the Company's products are listed in its catalogs and are sold as standard items, systems or devices. For special applications, the Company assembles custom products, usually based upon standard modules and components. In certain instances, the Company also designs and engineers process systems specifically for the customer. Customers and Markets The Company sells its products primarily to customers in the following markets: pharmaceutical/biotechnology, microelectronics, chemical and food and beverage companies; government, university and private research and testing laboratories; and health care and medical facilities. Within each of these markets, the Company focuses its sales efforts upon those segments where customers have specific requirements which can be satisfied by the Company's products. Pharmaceutical/Biotechnology Industry. The Company's products are used by the pharmaceutical/biotechnology industry in sterilization, including virus reduction, and sterility testing of products such as antibiotics, vaccines, vitamins and protein solutions; concentration and fractionation of biological molecules such as vaccines and blood products; cell harvesting; isolation and purification of compounds from complex mixtures and the purification of water for laboratory use. The Company's membrane products also play an important role in the development of new drugs; in addition, the Company has developed and is developing products for biopharmaceutical applications in order to meet the purification requirements of the biotechnology industry. Microelectronics Industry. The microelectronics industry uses the Company's products to purify (by removing particles and unwanted contaminating molecules), deliver and monitor the liquids and gases used in the manufacturing processes of semiconductors and other microelectronics components. 10 Chemical Industry. This industry uses the Company's products primarily for purification of reagent grade chemicals, for monitoring in the industrial workplace, and of waste streams, and in the purification of water for laboratory use. Food and Beverage Industry. The Company's products are widely used by the food and beverage industry in quality control and process applications principally to monitor for microbiological contamination; to remove bacteria and yeast from products such as wine and beer in order to prevent spoilage, and in producing pure water for laboratory use. Universities and Government Agencies. Universities, government and private and corporate research and testing laboratories, environmental science laboratories and regulatory agencies purchase a wide range of the Company's products. Typical applications include: purification of proteins; cell culture, structure studies and interactions; concentration of biological molecules; fractionation of complex molecular mixtures; and collection of microorganisms. The Company's water purification products are used extensively by these organizations to prepare high purity water for sensitive assays and the preparation of tissue culture media. Health Care Industry. Customers in this field include hospitals, clinical laboratories, medical schools and medical research institutions who use the Company's products to filter particulate and bacterial contaminants which may be present in intravenous solutions, and its water purification products to produce high purity water. Sales and Marketing The Company sells its products within the United States primarily to end users through its own direct sales force. The Company sells its products in foreign markets through the sales forces of its subsidiaries and branches located in more than 25 major industrialized and developing countries as well as through independent distributors in other parts of the world. The Company's marketing, sales and service forces consist of approximately 280 employees in the United States and 615 employees overseas. The Company's marketing efforts focus on application development for existing products and on new products for other existing, newly-identified and proposed customer uses. The Company seeks to educate customers as to the variety of analytical and purification problems which may be addressed by its products and to adapt its products and technologies to separations problems identified by customers. The Company believes that its technical support services are important to its marketing efforts. These services include assistance in defining the customer's needs, evaluating alternative solutions, designing a specific system to perform the desired separation, training users, and assisting customers in compliance with relevant government regulations. Research and Development In its role as a pioneer of membrane separations Millipore has traditionally placed heavy emphasis on research and development. Research and development activities include the extension and enhancement of existing separations technologies to respond to new applications, the development of new membranes, and the upgrading of membrane based systems to afford the user greater purification capabilities. Research and development efforts also identify new separations applications to which disposable separations devices would be responsive, and develop new configurations into which membrane and ion exchange separations media can be fabricated to efficiently respond to the applications identified. Instruments, hardware, and accessories are also developed to incorporate membranes, modules and devices into total separations systems. Introduction of new applications frequently requires considerable market development prior to the generation of 11 revenues. Millipore performs substantially all of its own research and development and does not provide material amounts of research services for others. When it believes it to be in its long-term interests, the Company will license newly developed technology from unaffiliated third parties and/or will acquire exclusive distribution rights with respect thereto. Competition The Company faces intense competition in all of its markets. The Company believes that its principal competitors include Pall Corporation, Barnstead Thermolyne Corporation, Sartorius GmbH, and Gelman, Inc., Certain of the Company's competitors are larger and have greater resources than the Company. However, the Company believes that it offers a broader line of products, making use of a wider range of separations technologies and addressing a broader range of applications than any single competitor. While price is an important factor, the Company competes primarily on the basis of technical expertise, product quality and responsiveness to customer needs, including service and technical support. Certain Recent Developments On November 11, 1993 the Company announced that it had approved a plan to focus the Company on its membrane business, divest its Waters Chromatography Business and explore options for exiting its non-membrane Bioscience business. The Waters Chromatography Business was acquired in 1980. Growth in the analytical instrument market has been limited in the past few years and the Company believes that the divestiture of its chromatography business along with that of its non-membrane bioscience business, will enable the Company to better serve its membrane customers, improve operating performance and increase shareholder value. The divestitures were completed in August of 1994 and resulted in a net loss of $3.4 million, which included all costs estimated to be incurred in connection with the divestitures as well as the pre-tax operating loss generated by these Divisions from November 11, 1993, through the completion of the divestitures. In addition, in late July and early August the Company completed the sale of its Ceraflo (ceramic filters) and BioImage (image analysis systems and software) product lines. The consideration received for the Ceraflo product line consisted of 135,500 shares of the common stock of U.S. Filter Corp., valued at $2.6 million; and for the BioImage product line cash in the amount of $585,000 and a five year promissory note for $850,000. Using $216 million of the net proceeds of the sales of these units, the Company repurchased in September 1994 3,771,000 shares of its Common Stock pursuant to a Dutch Auction Self Tender. In the balance of 1994 the Company spent an additional $78 million in connection with the $100 million open market share repurchase program. In February 1995 an additional $50 million was authorized for this program. See "Management Discussion and Analysis - Legal Proceedings" for information concerning settlement of the litigation surrounding the 1989 sale of its Process Water Division. 12 MANAGEMENT The following table sets forth certain information regarding the executive officers of the Company. Name Age Office John A. Gilmartin 52 Chairman of the Board, President and Chief Executive Officer Geoffrey Nunes 64 Senior Vice President and General Counsel Glenda K. Burkhart 43 Vice President Michael P. Carroll 44 Vice President , Treasurer and Chief Financial Officer Douglas B. Jacoby 48 Vice President John E. Lary 48 Vice President DESCRIPTION OF PUBLIC NOTES The Public Notes are to be issued under and Indenture, to be dated as of May __, 1995 (the "Indenture"), between the Company and The First National Bank of Boston, as Trustee (the "Trustee"), the form of which is filed as an exhibit to the Registration Statement of which this Prospectus is a part. The following summaries of certain provisions of the Indenture do not purport to be complete and are subject to, and are qualified in their entirety by reference to the Trust Indenture Act of 1939, as amended (the "TIA"), and to all the provisions of the Indenture, including the definitions therein of certain terms (and those terms made a part of the Indenture by reference to the TIA and in effect on the date of the Indenture). General The Public Notes will be unsecured obligations of the Company, will be limited to $100,000,000 aggregate principal amount and will mature on March 3, 2004. The Public Notes will bear interest at the rate of 6.78 percent per annum from the most recent Interest Payment Date to which interest has been paid or provided for, (March 3, 1995 and not the date of issuance), payable semi-annually on March 3 and September 3 of each year (commencing September 3, 1995), to the Person in whose name a Public Note (or any predecessor Public Note) is registered at the close of business on the preceding February 3 or August 3, as the case may be. ( 3.1 and 3.7) Principal of and interest on the Public Notes will be payable, and the transfer of Public Notes will be registrable, at the office of the Trustee or such other place as the Company may from time to time designate, provided that with respect to any institutional investor holding not less than $5,000,000 in principal amount of the Public Notes which so requests, the Company shall make such payments by bank wire transfer of federal funds. In addition, payment of interest to all other holders of the Public Notes may, at the option of the Company, be made by check mailed to the address of the Person entitled thereto as it appears in the Security Register. ( 3.1, 3.5 and 10.2). The Public Notes will be issued only in fully registered form, without coupons, in denominations of $1,000 and any integral multiple thereof. ( 3.2) No service charge will be made for any registration of transfer or exchange of Public Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. ( 3.5) 13 Certain Covenants Certain Definitions. "Subsidiary" means a corporation or business trust, a majority of whose voting stock is owned by the Company or its other Subsidiaries. "Consolidated Net Tangible Assets" means the aggregate amount of assets of the Company and its Subsidiaries (less applicable reserves) after deducting therefrom: (i) all current liabilities and (ii) all amounts representing goodwill, trade names, trademarks, patents, unamortized debt discount and other like intangibles. "Indebtedness" includes indebtedness for money borrowed or capitalized leases or any guarantee of such obligations. "Lien" includes any mortgage, pledge or other lien or encumbrance. "Restricted Subsidiary" means a Subsidiary which owns or leases any Important Property. "Important Property" means any manufacturing plant or other building, structure or facility owned or leased by the Company or any Subsidiary which, in the opinion of the Company's Board of Directors, is of material importance to the total business conducted by the Company and its Subsidiaries as a whole. "Attributable Debt" means, with respect to any particular lease, the total net amount of rent required to be paid under such lease during the remaining primary term thereof, discounted from the respective due dates thereof at the rate per annum borne by the Public Notes. "Secured Debt" means indebtedness for money borrowed that is secured by a Lien on any Important Property or any shares of stock or indebtedness of any Restricted Subsidiary. The foregoing definitions are qualified by the more complete definitions set forth in the Indenture. Limitation on Liens. The Company will not, and will not permit any Subsidiary to, create any Lien upon any of their property or assets to secure Indebtedness without making effective provisions whereby the Public Notes then outstanding shall be secured by such Lien equally and ratably with the Indebtedness thereby secured, except that this restriction will not apply, among other things, to: (i) Liens existing on the date of the Indenture; (ii) Liens existing on any asset or shares of capital stock of any corporation at the time such corporation becomes a Subsidiary; (iii) Liens on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring, constructing, improving or repairing such asset (including industrial revenue bonds) provided such Liens attach within 120 days of the acquisition, construction, improvement or repair thereof; (iv) Liens existing on any asset or shares of stock of any corporation at the time such corporation is merged into or consolidated with the Company or a Subsidiary; (v) Liens existing on any asset or shares of capital stock prior to the acquisition thereof by the Company or a Subsidiary; (vi) Liens arising pursuant to any statute or order of attachment, distraint or similar legal process issued in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and the claims secured thereby are being contested in good faith by appropriate proceedings; (vii) Liens securing Indebtedness of a Subsidiary owing to the Company or another Subsidiary; (viii) Liens securing taxes, assessments or governmental charges not yet delinquent or being contested in good faith by appropriate proceedings; (ix) Liens securing obligations owing to landlords and mechanics and materialmen incurred in the ordinary course of business for sums not yet due or being contested in good faith by appropriate proceedings; and (x) Liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by the foregoing clauses. Notwithstanding the foregoing, the Company and its Subsidiaries may, without complying with the foregoing restrictions, create Liens securing Indebtedness in an aggregate amount that (together with the value of any Sale and Leaseback Transaction entered into other than in reliance on this exception) does not exceed at the time 15 percent of Consolidated Net Tangible Assets. ( 10.5) At December 31, 1994, the Company's Consolidated Net Tangible Assets aggregated approximately $364,000,000. Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transactions with respect to any Important Property unless the Company or such Restricted Subsidiary would be entitled to incur Secured Debt equal in an amount to the amount of the Attributable Debt resulting from such transaction without equally and ratably securing the Public Notes. The 14 foregoing will not apply if: (i) the lease is for a period not exceeding three years and the Company or the Restricted Subsidiary intends that its use of such property will be discontinued on or before the expiration of such period; (ii) the sale or transfer of the Important Property is made prior to or within 180 days of the later of the date of its acquisition or the completion of construction thereof; (iii) subject to certain limitations, the Company or the Restricted Subsidiary applies an amount equal to the value of the property so leased to the retirement, within 180 days after the effective date of such arrangement, of any part of Consolidated Funded Debt or the purchase of other Important Property, or both; (iv) the lease secures or relates to obligations issued by a governmental body to finance the acquisition or construction of property; or (v) the transaction is between or among the Company and one or more Restricted Subsidiaries or between or among Restricted Subsidiaries. ( 10.6) Merger, Consolidation or Sale of Assets The Indenture provides that the Company may not consolidate or merge into any other corporation, or convey or transfer its properties and assets substantially as an entirety to any person or entity unless (i) the successor corporation shall assume by a supplemental indenture the Company's obligations under the Indenture, (ii) immediately after giving effect to such transaction, no Event of Default (as defined in the Indenture) shall have occurred and be continuing and (iii) if as a result of such transaction, the Company would become subject to a Lien which would not be permitted under the Indenture, the successor corporation shall secure the Public Notes equally and ratably with all indebtedness secured thereby. ( 8.1) Events of Default The following will be Events of Default under the Indenture: (a) failure to pay principal of any Public Note when due; (b) failure to pay any interest on any Public Notes for 5 days after becoming due; (c) failure to perform any other covenant of the Company in the Indenture, continued for 30 days after written notice as provided in the Indenture; (d) failure to pay when due the principal of, or acceleration of, any indebtedness of the Company or any Subsidiary for money borrowed in excess of $5,000,000, if such indebtedness is not discharged, or such acceleration is not annulled, within 30 days after written notice as provided in the Indenture; and (e) certain events in bankruptcy, insolvency or reorganization involving the Company or any Significant Subsidiary. ( 5.1) Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default (as defined) shall occur and be continuing, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the Holders, unless such Holders shall have offered to the Trustee reasonable indemnity. ( 6.3) Subject to such provisions for the indemnification of the Trustee, the Holders of a majority in aggregate principal amount of the Public Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. ( 5.12) The term "Significant Subsidiary" is defined to include any of the Company's Subsidiaries which meets any of the following conditions: (i) the Company's and its other Subsidiaries' investments in and advances to such Subsidiary exceed 10 percent of the total assets of the Company and its Subsidiaries consolidated; or (ii) the Company's and its other Subsidiaries' proportionate share of the total assets of such Subsidiary exceeds 10 percent of the total assets of the Company and its Subsidiaries consolidated; or (iii) the Company's and its other Subsidiaries' equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of changes in accounting principles of the Subsidiary exceeds 10 percent of such income of the Company and its Subsidiaries consolidated. If an Event of Default shall occur and be continuing, either the Trustee or the Holders of at least 25 percent in aggregate principal amount of the, Public Notes may accelerate the maturity of all Notes; provided, however, that after such acceleration, but before a judgment or decree is issued based on acceleration, the Holders of a majority in aggregate principal amount of Public Notes then outstanding may, under certain circumstances, rescind and 15 annul such acceleration if all Events of Default, other than the non-payment of accelerated principal, have been cured or waived as provided in the Indenture. ( 5.2) For information as to waiver of defaults, see "Modification and Waiver." No Holder of any Public Note will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default and unless the Holders of at least 25 percent in aggregate principal amount of the Public Notes then outstanding shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the Public Notes then outstanding a direction inconsistent with such request and shall have failed to institute such proceedings within 60 days. ( 5.7) However, such limitations do not apply to a suit instituted by a Holder of a Public Note for enforcement of payment of the principal of or interest on such Public Notes on or after the respective due dates express in such Note. ( 5.8) The Company will be required to furnish to the Trustee annually a statement as to the performance by the Company of certain of its obligations under the Indenture and as to any default in such performance. ( 10.7) Defeasance and Discharge. The indenture provides that the Company will be discharged from any and all obligations in respect of the Public Notes (except for certain obligations to register the transfer or exchange of Public Notes, to replace stolen, lost or mutilated Public Notes, to maintain paying agencies and to hold monies for payment in trust) upon the deposit with the Trustee, in trust, of money and/or U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount sufficient to pay the principal of and each installment of interest on the Public Notes on the stated maturity of such payments in accordance with the terms of the Indenture and the Public Notes. Such a trust may only be established if, among other things, the Company has delivered to the Trustee an Opinion of Counsel (who may be an employee of or counsel to the Company) to the effect that either (x) there has occurred a change in Federal income tax law or (y) there has been issued by the Internal Revenue Service a ruling, in either case to the further effect that Holders of the Public Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal Income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred. ( 4.1 and 12.2) Defeasance of Certain Covenants. The indenture also provides that the Company may omit to comply with certain restrictive covenants in Sections 10.5 (Limitation on Liens) and 1006 (Limitation on Sale and Leaseback Transactions) and that Section 5.1(4) (failure to pay and acceleration of certain indebtedness) shall not be deemed to be an Event of Default under the Indenture and the Public Notes, upon the deposit with the Trustee, in trust, of money and/or U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide money in an amount sufficient to pay the principal of and each installment of interest on the Public Notes on the stated maturity of such payments in accordance with the terms of the Indenture and the Public Notes. The obligations of the Company under the Indenture and the Public Notes other than with respect to the covenants referred to above shall remain in full force and effect. Such a trust may only be established if, among other things, (x) the Company has delivered to the Trustee an Opinion of Counsel (who may be an employee of or counsel to the Company) to the effect that there has been a change in Federal income tax law, or (y) there has been issued by the Internal Revenue Service a ruling, in either case to the effect that the Holders of the Public Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance of certain covenants and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred. ( 12.4) 16 In the event the Company exercises its option to omit compliance with certain covenants of the Indenture with respect to the Public Notes as described above and the Public Notes are declared due and payable because of the occurrence of any Event of Default (other than an Event of Default described in 5.1(4)), the amount of money and U.S. Government Obligations on deposit with the Trustee will be sufficient to pay amounts due on the Public Notes at the time of the acceleration resulting from such Event of Default. However, the Company shall remain liable for such payments. Optional Redemption The Public Notes are redeemable at the election of the Company at any time as a whole, or in part from time to time (in multiples of $1,000,000 principal amount) on the date specified in notice thereof given by the Company which date shall not be less than 30 days nor more than 60 after such notice (the "Redemption Date"). ( 11.2) Such notice shall be mailed to each Holder of Public Notes at the Holder's address appearing in the Security Register, and if less than all the Public Notes are to be redeemed specify the aggregate principal amount of Public Notes held by such Holder to be so redeemed. ( 11.4) On the third business day prior to the Redemption Date (the "Calculation Date") the Company shall give written notice to each Holder and the Trustee of the determination of the Redemption Price setting forth in reasonable detail the computation thereof. The Redemption Price set forth in such notice, shall, in the absence of manifest error, be binding on the Company and Trustee. ( 11.2) The term "Redemption Price" is defined in the Indenture to mean the greater of (1) the sum of the respective Payment Values of each prospective interest payment and the principal payment at maturity in respect of the Public Notes being redeemed (the amount of each such payment being herein referred to as a "Payment"), and (2) the unpaid principal amount of the Public Notes so being redeemed. The Payment Value of each Payment shall be determined by discounting such Payment at the Reinvestment Rate for the period from the scheduled date of such Payment to the Redemption Date. The Reinvestment Rate is the sum of (a) .25% and (b) the yield which shall be imputed from the yield of those actively traded "On The Run" United States Treasury securities, as reported on the Cantor-Fitzgerald brokerage screen available on Telerate Information Systems (page 500 mid-point of Bid/Ask price), having maturities as close as practicable to the final maturity of the Public Notes so to be redeemed or, if such yields shall not be reported as of such time or the yields reported as of such time are not ascertainable in accordance with the preceding clause, then the arithmetic mean of the rates, published for the 5 Business Days preceding the applicable Calculation Date, in the weekly statistical release designated H.15(519) (or any successor publication) of the Board of Governors of the Federal Reserve System under the caption "U.S. Government Securities--Treasury Constant Maturities" opposite the maturity corresponding to the final maturity of the Public Notes, (rounded to the nearest month) so to be redeemed. If no maturity exactly corresponding to such final maturity of the Public Notes shall appear therein, yields for the next longer and the next shorter maturities shall be calculated pursuant to the foregoing sentence and the Redemption Price shall be interpolated from such yields on a straight-line basis (rounding in each of such relevant periods, to the nearest month). The yields of such United States Treasury securities (under both of the methods described above) shall be determined as of 10:00 a.m., New York time, on the Calculation Date. On the Redemption Date, the Company shall redeem the unpaid principal amount of such holder's Public Notes by payment to such holder of (a) the Redemption Price of such holder's Public Notes and (b) interest accrued on the aggregate outstanding principal amount of such holder's Public Notes to the Redemption Date. ( 11.6) Upon such payment by the Company the holder shall surrender the Public Notes held by such holder to the Trustee for cancellation. The 17 Public Notes are not subject to any mandatory redemption provisions, nor entitled to any sinking fund provisions. Modification and Waiver Modifications and amendments of the Indenture may be made by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Public Notes then outstanding; provided, however, that no such modification or amendment may, without the consent of the Holder of each Public Note then outstanding affected thereby, (a) change the Stated Maturity of the principal of, or any installment of interest on, any Public Note, (b) reduce the principal amount of or interest on, any Public Note, (c) change the place or currency of payment of principal of or interest on any Public Note, (d) impair the right to institute suit for the enforcement of any payment on or with respect to any Public Note, (e) reduce the above- stated percentage of Public Notes then outstanding necessary to modify or amend the Indenture or (f) reduce the percentage of aggregate principal amount of Public Notes then outstanding necessary for waiver of compliance with certain provisions of the Indenture or for waiver of certain events of default. ( 9.2) The Holders of a majority in aggregate principal amount of the Public Notes then outstanding may waive compliance by the Company with certain restrictive provisions of the Indenture. ( 10.8) The Holders of a majority in aggregate principal amount of the Public Notes then outstanding may waive any past default under the Indenture, except a default in the payment of principal or interest or in respect of a covenant or provision which cannot be modified without the consent of the Holder of each Public Note affected. ( 513) Additional Information The Indenture provides that the Company will deliver to the Trustee within 15 days after the filing of the same with the Commission, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act. The Indenture further provides that, notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the Commission, to the extent permitted, and provide the Trustee and Holders with such annual reports and such information, documents and other reports specified in Section 13 and 15(d) of the Exchange Act. The Company will also comply with the other provisions of TIA. THE EXCHANGE The Notes were sold by the Company on March 3, 1994 to Metropolitan Life Insurance Company ("Met") pursuant to a Note Purchase and Exchange Agreement (the "Purchase Agreement") which has been filed as an exhibit to the Registration Statement of which this Prospectus is a part. The Purchase Agreement provides that the Company may prepay the Notes by delivering to the Met the Public Notes being registered hereunder pursuant to the Exchange described herein prior to May 3, 1995. The failure of the Company to effect the Exchange would result in the interest rate on the Notes (currently fixed at 6.78 percent) increasing to 7.03% for the balance of their term. By effecting the exchange on or prior to May 3, 1995, the Company will be able to fix the interest rate payable until the stated maturity of the Public Notes. In the Purchase Agreement the Company made customary representations and warranties with respect to the due authorization, execution and delivery of the Purchase Agreement and various matters relating to the business of the Company, such as financial condition, licenses and litigation. The Purchase Agreement further provides that: (i) The Company will reimburse the Met for certain expenses incurred by it in connection with its purchase of the Notes and the Public Notes; and 18 (ii) The Company will indemnify the Met against certain liabilities, including certain liabilities under the Securities Act of 1933. Upon this Exchange Registration Statement being declared Effective, the Company will exchange the Public Notes upon surrender of the Notes. The Company will keep the Exchange open until Notes have been exchanged for the Public Notes, currently contemplated to be no later than May 3, 1995. For each Note surrendered to the Company pursuant to the Exchange, the holder of such Notes will receive a Public Note having a principal amount equal to that of the surrendered Note. Interest on each Public Note will be 6.78 percent the same as the Notes, and will accrue from March 3, 1995. All the outstanding Notes are anticipated to be surrendered in the Exchange. Upon the terms and subject to the conditions set forth in this Prospectus the Company will accept all Notes prior to 5:00 p.m., New York City time, on the Expiration Date (as defined herein). The Company will issue $1,000 principal amount of Public Notes in exchange for each $1,000 principal amount of outstanding Notes accepted in the Exchange Offer. The form and terms of the Public Notes are the same as the form and terms of the Notes except that the Public Notes have been registered under the Securities Act and hence will not bear legends restricting the transfer thereof. The Public Notes will evidence the same debt as the Notes and will be entitled to the benefits of Indenture. As of the date of this Prospectus, $100,000,000 aggregate principal amount of Notes were outstanding. The term "Expiration Date" shall mean 5:00 p.m., New York City time, on May 3, 1995. PLAN OF DISTRIBUTION The Company will not receive any proceeds from the Exchange Offer, nor will it pay any commission in connection therewith to any broker, dealer or agent. Absence of a Public Market The Public Notes will constitute a new issue of securities with no established trading market. The Company does not intend to list the Public Notes on any national securities exchange or to seek the admission thereof to trading in the National Association of Securities Dealers Automated Quotation System. Accordingly, no assurance can be given that an active public or other market will develop for the Public Notes or as to the liquidity of the trading market for the Public Notes. If a trading market does not develop or is not maintained, holders of the Public Notes may experience difficulty in reselling the Public Notes or may be unable to sell them at all. If a market for the Public Notes develops, any such market may be discontinued at any time. If a public trading market develops for the Public Notes, future trading prices of such securities will depend on many factors, including, among other things, prevailing interest rates, the Company's results of operations and the market for similar securities. Depending on prevailing interest rates, the market for similar securities and other factors, including the financial condition of the Company, the Public Notes may trade at a discount from their principal amount. LEGAL MATTERS The validity of the Public Notes will be passed upon for the Company by Ropes & Gray, One International Place, Boston, Massachusetts 02110. 19 EXPERTS The Company's consolidated balance sheets as of December 31, 1993 and 1994, and the consolidated statements of income, shareholders' equity and cash flows and financial statement schedules for each of the years in the three-year period ended December 31, 1994, incorporated herein by reference, have been incorporated herein by reference in reliance upon the reports of Coopers & Lybrand L.L.P., independent certified public accountants, upon the authority of said firm as experts in accounting and auditing. 20 No dealer, salesman or other person has been authorized to give any information or to make any representations not contained in or incorporated by reference in this Prospectus and, if given or made, such MILLIPORE information or representation must not be relied upon as having been authorized by the Company or any other person. $100,000,000 This Prospectus does not 6.78% Senior Notes constitute an offer to sell Due 2004 or a solicitation of an offer to buy any of the securities offered hereby in any jurisdiction to any person to P R O S P E C T U S whom it is unlawful to make such offer in such jurisdiction. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof or that information contained or incorporated by reference herein is correct as of any time subsequent to such date. ______________ TABLE OF CONTENTS Page Available Information 2 Incorporation of Certain Documents by Reference 2 Prospectus Summary 3 Use of Proceeds 5 Capitalization 5 Selected Consolidated Financial Data 6 Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Business 10 Management 13 Description of Public Notes 13 Plan of Distribution 19 Legal Matters 19 Experts 20 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 20 Indemnification of Directors and Officers The registrants' Restated Articles of Organization, as amended, provide that no director of the registrant shall be liable for monetary damages for any breach of fiduciary duty as a director, except to the extent that the Massachusetts Business Corporation Law prohibits the elimination or limitation of liability of directors for breach of fiduciary duty. The registrant's By-Laws provide that each officer and director of the registrant and its subsidiaries shall be indemnified, to the fullest extent permitted by the Massachusetts Business Corporation Law, against all liabilities and expenses arising out of litigation and other proceedings in which he is involved because of being an officer or director of the registrant or a subsidiary so long as he shall have acted in good faith in the reasonable belief that his action was in the best interests of the registrant. A complete statement of provisions for indemnification of the registrant's officers and directors and controlling persons is set forth in Section 9 of the Company's By-Laws, as amended, filed as Exhibit 3 to the registrant's Form 10-K Annual Report for the year ended December 31, 1987, and which is hereby incorporated herein by reference. The registrant maintains, on behalf of its directors and officers, insurance protection against certain liabilities arising out of the discharge of their duties and also insurance covering the registrant against indemnification payments to its directors and officers for certain liabilities. Item 21. Exhibits (a) The following exhibits are included as a part of this Registration Statement: Exhibit No. Description (3)(a) -- Articles of Organization as amended, filed as part of Corporation's Annual Report on Form 10-K for the year ending December 31, 1987 and incorporated herein by reference. (b) -- By-Laws as amended, filed as part of Corporation's Annual Report on Form 10-K for the year ending December 31, 1990 and incorporated herein by reference. 4(a) -- Proposed form of Indenture. (b) -- Specimen Note (included in Sections 2.2 and 2.3 of the form of Indenture listed in Exhibit 4(a)). 5 -- Opinion of Ropes & Gray. 12 -- Computation of Ratio of Earnings from Continuing Operations to Fixed Charges 13 -- Annual Report to Security Holders on Form 10-K for the fiscal year ended December 31, 1994, and incorporated herein in reference. II-1 21 -- Subsidiaries of Registrant, filed as Part of Exhibit 13 23(a) -- Consent of Coopers & Lybrand L.L.P. (contained on page II-4). (b) -- Consent of Ropes & Gray (included in Exhibit 5). 24 -- Powers of Attorney. 25 -- Statement on Form T-1 of eligibility and qualification of Bank of Boston under the Trust Indenture Act of 1939. (b) -- Financial Statement Schedules Not Applicable. Item 17. Undertakings The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) of Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report, to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. (1) The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. (2) The registrant undertakes that every prospectus: (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and II-2 Exchange Commission such indemnifications against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated January 26, 1995, on our audits of the consolidated financial statements and financial statement schedules of Millipore Corporation as of December 31, 1993 and 1994 and for the years ended December 31, 1992, 1993, and 1994, which reports are included or incorporated by reference in the Company's Annual Report on Form 10-K for the year ended December 31, 1994. We also consent to the references to our firm under the captions "Selected Consolidated Financial Data" and "Experts". Coopers & Lybrand L.L.P. Boston, Massachusetts March 15, 1995 II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunder duly authorized, in the Town of Bedford, Commonwealth of Massachusetts on this fifteenth day of March, 1995. MILLIPORE CORPORATION By /s/ Geoffrey Nunes Geoffrey Nunes Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Name Title Date /s/ John A. Gilmartin Director, Chairman, March 15, 1995 John A. Gilmartin President and Chief Executive Officer (Principal Executive Officer) /s/ Michael P. Carroll Vice President and March 15, 1995 Michael P. Carroll Chief Financial Officer (Principal Financial and Accounting Officer) /s/ Charles D. Baker* Director March 15, 1995 Charles D. Baker /s/ Samuel C. Butler* Director March 15, 1995 Samuel C. Butler /s/ Mark Hoffman* Director March 15, 1995 Mark Hoffman /s/ Gerald D. Laubach* Director March 15, 1995 Gerald D. Laubach /s/ Steven Muller* Director March 15, 1995 Steven Muller /s/ Thomas O. Pyle* Director March 15, 1995 Thomas O. Pyle /s/ John F. Reno* Director March 15, 1995 John F. Reno *By /s/ Geoffrey Nunes March 15, 1995 Geoffrey Nunes Attorney-in-Fact II-5 EXHIBIT INDEX Exhibit No. Description Page 4 (a) -- Proposed form of Indenture. (b) -- Specimen Note (included in Section 2.2 and 2.3 of the form of Indenture list as Exhibit 4(a). 5 -- Opinion of Ropes & Gray. 12 -- Computation of Ratio of Earnings to Fixed Charges. 23(a) -- Consent of Coopers & Lybrand L.L.P. (contained on page II-4). (b -- Consent of Ropes & Gray (included in Exhibit 5). 24 -- Powers of Attorney. 25 -- Statement on Form T-1 of eligibility and qualification of Bank of Boston under the Trust Indenture Act of 1939. EX-4 2 MILLIPORE CORPORATION, Issuer To THE FIRST NATIONAL BANK OF BOSTON Trustee _______________________ INDENTURE Dated as of May ___, 1995 ________ $100,000,000 6.78% SENIOR NOTES DUE 2004 TABLE OF CONTENTS Page RECITALS OF THE COMPANY 1 ARTICLE 1 Definitions and Other Provisions of General Application 1 Section 1.1 Definitions 1 Act 2 Affiliate 2 Attributable Debt 2 Authenticating Agent 2 Board of Directors 3 Board Resolution 3 Business Day 3 Calculation Date 3 Capitalized Lease 3 Commission 3 Company 3 Company Request or Company Order 3 Consolidated Funded Debt 4 Consolidated Net Tangible Assets 4 Corporate Trust Office 4 corporation 4 covenant defeasance and defeasance 4 Defaulted Interest 4 Event of Default 4 Expiration Date 4 Fiscal Year 4 Funded Debt 4 Holder 4 Important Property 5 Indebtedness 5 Indenture 5 Interest Payment Date 5 Liens 5 Maturity 5 Notice of Default 5 Officers' Certificate 5 Opinion of Counsel 5 Outstanding 6 Paying Agent 6 Person 6 Place of Payment 7 Predecessor Security 7 Redemption Date 7 Redemption Price 7 Regular Record Date 7 Responsible Officer 7 Restricted Subsidiary 7 Sale Leaseback Transaction 7 Secretary and Assistant Secretary 7 Secured Debt 7 Securities 8 Security Register and Security Registrar 8 Significant Subsidiary 8 Special Record Date 8 Stated Maturity 8 Subsidiary 8 Trust Indenture Act 8 Trustee 9 U.S. Government Obligation 9 Vice President 9 Voting Stock 9 Yield Maintenance Price 9 Section 1.2 Compliance Certificates and Opinions 10 Section 1.3 Form of Documents Delivered to Trustee 10 Section 1.4 Acts of Holders; Record Dates 11 Section 1.5 Notices, Etc., to Trustee, and Company 13 Section 1.6 Notice to Holders; Waiver 14 Section 1.7 Conflict with Trust Indenture Act 14 Section 1.8 Effect of Headings and Table of Contents 14 Section 1.9 Successors and Assigns 15 Section 1.10 Separability Clause 15 Section 1.11 Benefits of Indenture 15 Section 1.12 Governing Law 15 Section 1.13 Legal Holidays 15 ARTICLE 2 Security Forms 15 Section 2.1 Forms Generally 15 Section 2.2 Form of Face of Security 16 Section 2.3 Form of Reverse of Security 18 Section 2.4 Form of Trustee's Certificate of Authentication 20 ARTICLE 3 The Securities 20 Section 3.1 Title and Terms 20 Section 3.2 Denominations 21 Section 3.3 Execution, Authentication, Delivery and Dating 21 Section 3.4 Temporary Securities 22 Section 3.5 Registration, Registration of Transfer and Exchange 23 Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities 24 Section 3.7 Payment of Interest; Interest Rights Preserved 24 Section 3.8 Persons Deemed Owners 26 Section 3.9 Cancellation 26 Section 3.10 Computation of Interest 26 -ii- ARTICLE 4 Satisfaction and Discharge 26 Section 4.1 Satisfaction and Discharge of Indenture 26 Section 4.2 Application of Trust Money 28 ARTICLE 5 Remedies 28 Section 5.1 Events of Default 28 Section 5.2 Acceleration of Maturity; Rescission and Annulment 30 Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee 31 Section 5.4 Trustee May File Proofs of Claim 32 Section 5.5 Trustee May Enforce Claims Without Possession of Securities 32 Section 5.6 Application of Money Collected 32 Section 5.7 Limitation on Suits 33 Section 5.8 Unconditional Right of Holders to Receive Principal, Premium and Interest 33 Section 5.9 Restoration of Rights and Remedies 34 Section 5.10 Rights and Remedies Cumulative 34 Section 5.11 Delay or Omission Not Waiver 34 Section 5.12 Control by Holders 34 Section 5.13 Waiver of Past Defaults 35 Section 5.14 Undertaking for Costs 35 Section 5.15 Waiver of Usury, Stay or Extension Laws 35 ARTICLE 6 The Trustee 36 Section 6.1 Certain Duties and Responsibilities 36 Section 6.2 Notice of Defaults 36 Section 6.3 Certain Rights of Trustee 36 Section 6.4 Not Responsible for Recitals or Issuance of Securities 37 Section 6.5 May Hold Securities 38 Section 6.6 Money Held in Trust 38 Section 6.7 Compensation and Reimbursement 38 Section 6.8 Conflicting Interests 39 Section 6.9 Corporate Trustee Required; Eligibility 39 Section 6.10 Resignation and Removal; Appointment of Successor 40 Section 6.11 Acceptance of Appointment by Successor 41 Section 6.12 Merger, Conversion, Consolidation or Succession to Business 41 Section 6.13 Preferential Collection of Claims 42 Section 6.14 Appointment of Authenticating Agent 42 ARTICLE 7 Holders' Lists and Reports by Trustee and Company 44 Section 7.1 Company to Furnish Trustee Names and Addresses of Holders 44 Section 7.2 Preservation of Information; Communications to Holders 44 Section 7.3 Reports by Trustee 44 Section 7.4 Reports by Company 45 -iii- ARTICLE 8 Consolidation, Merger, Conveyance, Transfer or Lease 45 Section 8.1 Company May Consolidate, Etc., Only on Certain Terms 45 Section 8.2 Successor Corporation Substituted 46 ARTICLE 9 Supplemental Indentures 46 Section 9.1 Supplemental Indentures Without Consent of Holders 46 Section 9.2 Supplemental Indentures with Consent of Holders 47 Section 9.3 Execution of Supplemental Indentures 48 Section 9.4 Effect of Supplemental Indentures 48 Section 9.5 Conformity with Trust Indenture Act 48 Section 9.6 Reference in Securities to Supplemental Indentures 48 ARTICLE 10 Covenants 49 Section 10.1 Payment of Principal, Premium and Interest 49 Section 10.2 Maintenance of Office or Agency 49 Section 10.3 Money for Securities Payments to Be Held in Trust 49 Section 10.4 Corporate Existence 50 Section 10.5 Limitation on Liens 51 Section 10.6 Limitation on Sale and Leaseback Transactions 52 Section 10.7 Statement by Officers as to Default 53 Section 10.8 Waiver of Certain Covenants. 53 ARTICLE 11 Redemption of Securities 54 Section 11.1 Applicability of Article 54 Section 11.2 Election to Redeem; Notice to Trustee 54 Section 11.3 Selection by Trustee of Securities to Be Redeemed 55 Section 11.4 Notice of Redemption 55 Section 11.5 Deposit of Redemption Price 56 Section 11.6 Securities Payable on Redemption Date 56 Section 11.7 Securities Redeemed in Part 56 ARTICLE 12 Defeasance and Covenant Defeasance 57 Section 12.1 Applicability of Article; Company's Option to Effect Defeasance or Covenant Defeasance 57 Section 12.2 Defeasance and Discharge 57 Section 12.3 Covenant Defeasance 57 Section 12.4 Conditions to Defeasance or Covenant Defeasance 58 Section 12.5 Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions 60 Section 12.6 Reinstatement 60 -iv- MILLIPORE CORPORATION Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939 Trust Indenture Act Section 310(a)(1) 6.9 (a)(2) 6.9 (a)(3) Not Applicable (a)(4) Not Applicable (b) 6.8 6.10 311(a) 6.13 (b) 6.13 7.3 312(a) 7.1 7.2 (b) 7.2 (c) 7.2 313(a) 7.3 (b) 7.3 (c) 7.3 (d) 7.3 314(a) 7.4 (a)(4) 1.1, 10.7 (b) Not Applicable (c)(1) 1.2 (c)(2) 1.2 (c)(3) Not Applicable (d) Not Applicable (e) 1.2 315(a) 6.1 (b) 6.2 7.3 (c) 6.1 (d) 6.1 (e) 5.14 316(a) 1.1 (a)(1)(A) 5.2 5.12 (a)(1)(B) 5.13 (a)(2) Not Applicable (b) 5.8 (c) 1.4 317(a)(1) 5.3 (a)(2) 5.4 (b) 10.3 318(a) 1.7 ________________ NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture. V INDENTURE, dated as of May __, 1995, between Millipore Corporation, a corporation duly organized and existing under the laws of the Commonwealth of Massachusetts (herein called the "Company"), having its principal executive offices at 80 Ashby Road, Bedford, Massachusetts 01730 and The First National Bank of Boston, as Trustee (herein called the "Trustee"), having its corporate trust office at 150 Royall Street, Canton, Massachusetts 02021. RECITALS OF THE COMPANY The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of its 6.78% Senior Notes, Series B (herein called the "Securities"), to be issued as in this Indenture provided. All things necessary to make the Securities when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company and to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done. NOW, THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities, as follows: ARTICLE 1 Definitions and Other Provisions of General Application Section 1.1 Definitions. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: (1) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; (2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term "generally accepted accounting principles" with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the date of such computation; (4) unless the context otherwise requires, any reference to an "Article" or a "Section" refers to an Article or a Section, as the case may be, of this Indenture; and (5) the words "herein", "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. Certain terms, used principally in Article Six, are defined in that Article. "Act", when used with respect to any Holder, has the meaning specified in Section 1.4. "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Attributable Debt" means, with respect to any particular lease under which any Person is at the time liable and at any date as of which the amount thereof is to be determined, the total net amount of rent required to be paid by such Person under such lease during the remaining primary term thereof, discounted from the respective due dates thereof to such date at the rate per annum borne by the Securities. The net amount of rent required to be paid under any such lease for any such period shall be the aggregate amount of the rent payable by the lessee with respect to such period, after excluding amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water rates and similar charges and any additional rentals (in excess of fixed minimums) based upon a percentage of gross receipts. In the case of any lease which is terminable by the lessee, such rent amount shall also include the amount of any penalty payable by the lessee upon such termination, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated. "Authenticating Agent" means any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate Securities. 2 "Board of Directors", means either the board of directors, or any duly authorized committee of the board of directors, of the Company. "Board Resolution", means a copy of a resolution certified by the Clerk or an Assistant Clerk of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in the principal places of business of the Company and the Trustee are authorized or obligated by law or executive order to close. "Calculation Date" means the date on which the Yield Maintenance Price on the Securities being redeemed pursuant to Article Eleven is to be determined by the Computing Holder with respect to such Securities which date shall be the third Business Day prior to the Redemption Date established pursuant to Article Eleven. "Capitalized Lease" shall mean a lease the obligations under which are required to be capitalized and included in determining total liabilities in accordance with Financial Accounting Standard No. 13 of the Financial Accounting Standards Board as from time to time in effect. "Commission" means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. "Company" means the Person named as the "Company" in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Company" shall mean such successor Person. "Company Request" or "Company Order" means a written request or order signed in the name of the Company, by its Chairman of the Board, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Clerk or an Assistant Clerk, and delivered to the Trustee. 3 "Consolidated Funded Debt" means Funded Debt of the Company and its consolidated subsidiaries, determined on a consolidated basis in accordance with generally accepted accounting principles. "Consolidated Net Tangible Assets" means the aggregate amount of assets (less applicable reserves) after deducting therefrom (a) all current liabilities and (b) all amounts representing goodwill, trade names, trade marks, patents, unamortized debt discount and expense and other like intangibles, all as set forth on the most recent balance sheet of the Company and its Subsidiaries and computed in accordance with generally accepted accounting principles. "Corporate Trust Office" means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office, as at the date of this Indenture, is located at 150 Royall Street, Mail Stop 45-02-15 Canton, Massachusetts 02021, Attn: Corporate Trust Division. The term "corporation" includes corporations, associations, companies, joint-stock companies and business trusts. The terms "covenant defeasance" and "defeasance" bear the meanings assigned to such terms, respectively, by Sections 12.2 and 12.3. "Defaulted Interest" has the meaning specified in Section 3.7. "Event of Default" has the meaning specified in Section 5.1. "Expiration Date" has the meaning specified in Section 1.4. "Fiscal Year" means with respect to the Company, the fiscal year ending December 31 of each year or such other date as the Company may hereafter elect, and with respect to any other Person the calendar year or other annual accounting period of the Person in question. "Funded Debt" means all Indebtedness maturing more than one year after the date of determination thereof and all Indebteedness, regardless of its term, renewable by the obligor pursuant to the terms thereof for more than one year after the date of the creation of the Indebtedness which would, in accordance with generally accepted accounting principles, be classified as long-term debt. "Holder" means a Person in whose name a Security is registered in the Security Register. 4 "Important Property" means any manufacturing plant or other building, structure or other facility owned or leased by the Company or any Subsidiary, whether now owned or hereafter acquired which, in the opinion of the Board of Directors, is of material importance to the total business conducted by the Company and its Subsidiaries as a whole. "Indebtedness" means (a) all items of indebtedness for money borrowed and all Capitalized Leases, whether now existing or hereafter created, and (b) all items of indebtedness for money borrowed and Capitalized Leases of another which are guaranteed, directly or indirectly, in any manner or are in effect guaranteed through any agreement or other arrangement, even if not designated as a guarantee, designed to provide funds for or to secure payment or performance of such indebtedness for money borrowed or Capitalized Leases of another. "Indenture" means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and to govern this instrument and any such supplemental indenture, respectively. "Interest Payment Date", means the Stated Maturity of an installment of interest on the Securities. "Liens" has the meaning specified in Section 10.5 hereof. "Maturity", when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. "Notice of Default" means a written notice of the kind specified in Section 5.1(3) or 5.1(4). "Officers' Certificate" means a certificate signed by the Chairman of the Board, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Clerk or an Assistant Clerk, of the Company, and delivered to the Trustee. One of the officers signing an Officers' Certificate given pursuant to Section 10.7 shall be the principal executive, financial or accounting officer of the Company. "Opinion of Counsel" means a written opinion of counsel, who may be an employee of, or counsel to the Company, and who shall be acceptable to the Trustee. 5 "Outstanding", when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except: (i) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; (ii) Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; (iii) Securities as to which defeasance has been effected pursuant to Section 12.2 or Section 12.3; and (iv) Securities which have been paid pursuant to Section 3.7 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; provided, however, that in determining whether the Holders of the requisite principal amount of Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company, or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver or other action, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's independent right so to act with respect to such Securities and that the pledgee is not the Company, other obligor upon the Securities or any Affiliate of the Company, or of such other obligor. "Paying Agent" means any Person authorized by the Company to pay the principal of (and premium, if any) or interest on any Securities on behalf of the Company. "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or 6 government or any agency or political subdivision thereof. "Place of Payment", when used with respect to the Securities means the place or places where the principal of and interest on the Securities are payable as specified as contemplated by Section 3.1. "Predecessor Security" of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.6 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. "Redemption Date", when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture. "Redemption Price", when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture. "Regular Record Date" for the interest payable on any Interest Payment Date on the Securities means the February 3 or August 3 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. "Responsible Officer", when used with respect to the Trustee, means any officer in the Corporate Trust Office of the Trustee and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. "Restricted Subsidiary" means a Subsidiary which owns or leases any Important Property. "Sale Leaseback Transaction" has the meaning stated in Section 10.6. "Secretary" and "Assistant Secretary" include with respect to the Company the Clerk and any Assistant Clerk of the Company. "Secured Debt" means indebtedness for money borrowed that is secured by a Lien on (a) any Important Property of the Company or any Restricted Subsidiary (but not including a property determined not to be an Important Property of the Company or a Restricted Subsidiary by the Board of Directors in its discretion) or on (b) any shares of stock or indebtedness of any Restricted Subsidiary. 7 "Securities" has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture. "Security Register" and "Security Registrar" have the respective meanings specified in Section 3.5. "Significant Subsidiary" means a Subsidiary, including its Subsidiaries, which meets any of the following conditions: (i) the Company's and its other Subsidiaries' investments in, and advances to, such Subsidiary exceed 10% of the total assets of the Company and its Subsidiaries consolidated as of the end of the most recently completed fiscal year, or (ii) the Company's and its other Subsidiaries' proportionate share of the total assets (after intercompany eliminations) of such Subsidiary exceeds 10% of the total assets of the Company and its Subsidiaries consolidated as of the end of the most recently completed fiscal year, or (iii) the Company's and its other Subsidiaries' equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of changes in accounting principles of the Subsidiary exceeds 10% of such income of the Company and its Subsidiaries consolidated for the most recently completed fiscal year. For purposes of making the prescribed income test, when a loss has been incurred by either the Company and its Subsidiaries consolidated or the tested Subsidiary, but not both, the equity in the income or loss of the test Subsidiary should be excluded from the income of the Company and its Subsidiaries consolidated for purposes of the computation; and if income of the Company and its Subsidiaries consolidated for the most recent fiscal year is at least 10% lower than the average of the income for the last five fiscal years, such average income should be substituted for purposes of the computation, with any loss years omitted for purposes of computing average income. "Special Record Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.7. "Stated Maturity", when used with respect to any security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable. "Subsidiary" means a corporation more than 50% of the outstanding Voting Stock of which is owned, directly or indirectly, by the Company, or by one or more other Subsidiaries, or by the Company, and one or more other Subsidiaries. "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939, is amended after such date, 8 "Trust Indenture Act" means, to the extent required by any amendment thereto, the Trust Indenture Act of 1939 as so amended. "Trustee" means the Person named as the "Trustee" in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean or include each Person who is then a Trustee hereunder. "U.S. Government Obligation" has the meaning set forth in Section 12.4. "Vice President", when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title "vice president". "Voting Stock" means stock which ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency, but shall not include securities convertible into such Voting Stock. "Yield Maintenance Price" means, with respect to any principal amount of Securities being redeemed pursuant to Article Eleven the greater of (1) the sum of the respective Payment Values of each prospective interest payment and the principal payment at maturity in respect of the Securities so being prepaid pursuant to Article Eleven (the amount of each such payment being herein referred to as a "Payment"), and (2) the unpaid principal amount of the Securities so being redeemed. The Payment Value of each Payment shall be determined by discounting such Payment at the Reinvestment Rate for the period from the scheduled date of such Payment to the applicable date of prepayment. The Reinvestment Rate is the sum of (a) .25% and (b) the yield which shall be imputed from the yields of those actively traded "On The Run" United States Treasury securities, as reported on the Cantor-Fitzgerald brokerage screen available on Telerate Information Systems (page 500 mid- point of Bid/Ask price), having maturities as close as practicable to the final maturity of the Securities so to be redeemed or, if such yields shall not be reported as of such time or the yields reported as of such time are not ascertainable in accordance with the preceding clause, then the arithmetic mean of the rates, published for the 5 Business Days preceding the applicable Calculation Date, in the weekly statistical release designated H.15(519) (or any successor publication) of the Board of Governors of the Federal Reserve System under the caption "U.S. Government Securities-- Treasury Constant Maturities" opposite the maturity corresponding to the final maturity of the Notes, (rounded to the nearest month) so to be prepaid or accelerated, as the case may be. If no maturity exactly corresponding to such final maturity of the Securities shall appear therein, yields for the next longer and the next shorter maturities shall be calculated 9 pursuant to the foregoing sentence and the Yield Maintenance Price shall be interpolated from such yields on a straight-line basis (rounding in each of such relevant periods, to the nearest month). The yields of such United States Treasury securities (under both of the methods described above) shall be determined as of 10:00 a.m., New York time, on the Calculation Date. Section 1.2 Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers' Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than certificates provided pursuant to Section 10.7) shall include (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. Section 1.3 Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Per son, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 10 Any certificate or opinion of any officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. Section 1.4 Acts of Holders; Record Dates. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 11 (c) The ownership of Securities shall be proved by the Security Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee, the Company in reliance thereon, whether or not notation of such action is made upon such Security or such other Security. (e) The Company may set any day as a record date for the purpose of determining the Holders of Outstanding Securities entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities, provided that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities in the manner set forth in Section 1.6. The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 5.2, (iii) any request to institute proceedings referred to in Section 5.7(2) or (iv) any direction referred to in Section 5.12. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided 12 that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company's expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities in the manner set forth in Section 1.6. With respect to any record date set pursuant to this Section, the party hereto which sets such record date may designate any day as the "Expiration Date" and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities in the manner set forth in Section 1.6, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date. Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Section 1.5 Notices, Etc., to Trustee and Company Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Holder, or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office. 13 (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company. Section 1.6 Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. Section 1.7 Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act which is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or excluded, as the case may be. Section 1.8 Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. 14 Section 1.9 Successors and Assigns. All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. Section 1.10 Separability Clause. In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 1.11 Benefits of Indenture. Nothing in this Indenture or in the Securities express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. Section 1.12 Governing Law. This Indenture and the Securities shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts. Section 1.13 Legal Holidays. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities) payment of interest or principal need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. ARTICLE 2 Security Forms Section 2.1 Forms Generally The Securities and the Trustee's certificates of authentication shall be in substantially the forms as set forth in this Article, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers 15 or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities as evidenced by their execution of such Securities. The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Section 2.2 Form of Face of Security. Millipore Corporation 6.78% Senior Notes Due 2004 Millipore Corporation, a corporation duly organized and existing under the laws of Massachusetts (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of 100,000,000 Dollars on March 3, 2004, and to pay interest thereon from March 3, 1995 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi- annually on March 3 and September 3 in each year, commencing September 3, 1995, at the rate of 6.78% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the February 3 or August 3 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of and interest on this Security will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, or at any other office or agency maintained by the Company for such purpose, in any such coin or currency of the United States of America as at 16 the time of payment is legal tender for payment of public and private debts; provided, however, that, upon the written request of an institutional investor holding not less than $5,000,000 in principal amount of the Securities, the Company shall pay principal of and interest on such Securities by bank wire transfer of federal funds directed to such account with a bank located in the United States as may be designated in such request, and with respect to all other Holders, at the option of the Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Date: MILLIPORE CORPORATION By ........................................... Attest: .................................................. 17 Section 2.3 Form of Reverse of Security. This Security is one of a duly authorized issue of Securities of the Company designated as its 6.78% Senior Notes Due 2004 (herein called the "Securities"), limited in aggregate principal amount to $100,000,000, issued and to be issued under an Indenture, dated May ____, 1995 (herein called the "Indenture"), between the Company and The First National Bank of Boston, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities are subject to redemption upon not less than 30 days' nor more than 60 days' notice by mail, at any time on or after March 30, 1995, as a whole or in part, at the election of the Company, at a Redemption Price equal to 100% of the Yield Maintenance Price (as defined in the Indenture), together in the case of any such redemption with accrued interest to the Redemption Date, but interest instalments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of record of such Securities, or one or more Predecessor Securities, at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default shall occur and be continuing, the principal of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness evidenced by this Security and (b) certain restrictive covenants and certain Events of Default upon compliance by the Company with certain conditions set forth therein. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, to waive 18 compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in the Borough of Manhattan, the City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of securities of a different authorized denomination, as requested by the Holder surrendering the same. No service changes shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentation of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 19 Section 2.4 Form of Trustee's Certificate of Authentication. This is one of the Securities referred to in the within-mentioned Indenture. [ ] as Trustee By____________________________ Authorized Signatory ARTICLE 3 The Securities Section 3.1 Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.4, 3.5, 3.6, 9.6 and 11.7. The Securities shall be known and designated as the "6.78% Senior Notes Due 2004" of the Company. Their Stated Maturity shall be March 3, 2004 and they shall bear interest at the rate of 6.78% per annum from March 3, 1995 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 3 and September 3, commencing September 3, 1995 until the principal thereof is paid or made available for payment. The principal of and interest on the Securities shall be payable at the Corporate Trust Office of the Trustee or at any other office or agency maintained by the Company for such purpose; provided, however, that, upon the written request of an institutional investor holding not less than $5,000,000 in principal amount of the Securities, the Company shall pay principal of and interest on such Securities by bank wire transfer of federal funds directed to such account with a bank located in the United States as may be designated in such request, and with respect to all other Holders, at the option of the Company, payment of interest may be made by check mailed to the address of the person entitled thereto as such address shall appear in the Security Register. The Securities shall be redeemable as provided in Article Eleven. 20 Section 3.2 Denominations. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple thereof. Section 3.3 Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Clerk or one of its Assistant Clerks. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities have been established in or pursuant to one or more Board Resolutions as permitted by Sections 2.1 and 3.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating, (a) if the form of any of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.1, that such form has been established in conformity with the provisions of this Indenture; (b) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. 21 If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will adversely affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9 for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. Section 3.4 Temporary Securities. Pending the preparation of definitive Securities, the Company may execute, and upon Company Order from the Company, the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities. If temporary Securities are issued, the Company will cause definitive Securities to be prepared without unreasonable delay. After the preparation of definitive Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender of the temporary Securities at the office or agency of the Company in a Place of Payment, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities. Until so exchanged the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities. 22 Section 3.5 Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company in a Place of Payment, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities, of any authorized denominations and of a like aggregate principal amount. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities, shall be the valid obligations of the Company evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.4, 9.6 or 11.7 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of 23 any such Securities under Section 11.3 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of like tenor and principal amount, and bearing a number not contemporaneously outstanding. If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of any of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount and bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. Section 3.7 Payment of Interest; Interest Rights Preserved. Interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person 24 in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. Any interest on any Security which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a special record date (the "Special Record Date") for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities in the manner set forth in Section 1.6 not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). (2) The Company may make payment of any Defaulted Interest on the Securities in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment 25 pursuant to this Clause, such manner of payment shall be deemed prac ticable by the Trustee. Subject to the foregoing provisions of this Section, each Security delivered under this Indenture, upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue interest, which were carried by such other Security. Section 3.8 Persons Deemed Owners. Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company, or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and (subject to Section 3.7) interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company, or the Trustee shall be affected by notice to the contrary. Section 3.9 Cancellation. All Securities surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of as directed by a Company Order from the Company. Section 3.10 Computation of Interest. Interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months. ARTICLE 4 Satisfaction and Discharge Section 4.1 Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request from the Company cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of securities herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments 26 acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or (B) all such Securities not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 4.2 27 and the last paragraph of Section 10.3 shall survive. Section 4.2 Application of Trust Money. Subject to provisions of the last paragraph of Section 10.3, all money deposited with the Trustee pursuant to Section 4.1, all money and U.S. Government Obligations deposited with the Trustee pursuant to Section 12.2 or Section 12.3 and all money received by the Trustee in respect of U.S. Government Obligations deposited with the Trustee pursuant to Section 12.2 or Section 12.3, shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with or received by the Trustee as contemplated by Section 4.1, Section 12.2 or Section 12.3. ARTICLE 5 Remedies Section 5.1 Events of Default. "Event of Default", wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) default in the payment of any interest upon any Security when it becomes due and payable, and continuance of such default for a period of 5 days; or (2) default in the payment of the principal of any Security at its Maturity; or (3) default in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 30 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 10% in principal amount of the Outstanding Securities a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or 28 (4) a default under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company or any Subsidiary or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company, having an aggregate principal amount outstanding which, when aggregated with all such other indebtedness then in default, is in excess of $5,000,000 (other than the Outstanding Securities), whether such indebtedness now exists or shall hereafter be created, which default shall constitute a failure to pay any portion of the principal of such indebtedness when due and payable after the expiration of any applicable grace period with respect thereto or shall have resulted in such indebtedness (in the aggregate in excess of $5,000,000) becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within a period of 30 days after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 10% in principal amount of the Outstanding Securities, a written notice specifying such default and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a "Notice of Default" hereunder; or (5) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company or any Signficant Subsidiary in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company or any signficant subsidiary a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or any signficiant subsidiary under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Significant Subisidary or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or (6) the commencement by the Company or any Significant Subsidiary of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company or any Siginficant Subsidiary in an involuntary 29 case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking pos session by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or of any substantial part of its property, or the making by either of them of an assignment for the benefit of creditors, or the admission by either of them in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company or any Significant Subsidiary in furtherance of any such action. Subject to the provisions of Section 6.1 hereof, the Trustee shall not be deemed to have knowledge of an Event of Default hereunder (except for those described in paragraphs (1) and (2) above) unless a Responsible Officer has received written notice thereof. Section 5.2 Acceleration of Maturity; Rescission and Annulment. If an Event of Default occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities may declare the principal amount of all of the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal shall become immediately due and payable. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest on all Securities, (B) the principal of any Securities which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Securities, 30 (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Events of Default, other than the non-payment of the principal of Securities which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereon. Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if (1) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days; or (2) default is made in the payment of the principal of any Security at the Maturity thereof, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 31 Section 5.4 Trustee May File Proofs of Claim. In case of any judicial proceeding relative to the Company, (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.7. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee, may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors' or other similar committee. Section 5.5 Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered. Section 5.6 Application of Money Collected. Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: 32 FIRST: To the payment of all amounts due the Trustee under Section 6.7; and SECOND: To the payment of the amounts then due and unpaid for principal of and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and interest, respectively. Section 5.7 Limitation on Suits. No Holder of any Security shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default; (2) the Holders of not less than 25% in principal amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders. Section 5.8 Unconditional Right of Holders to Receive Principal, Premium and Interest. Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and (subject to Section 3.7) interest on 33 such Security on the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. Section 5.9 Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. Section 5.10 Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.6, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. Section 5.11 Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. Section 5.12 Control by Holders. The Holders of a majority in principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities, provided that 34 (1) such direction shall not be in conflict with any rule of law or with this Indenture, nor subject the Trustee to a material risk of personal liability, and (2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. Section 5.13 Waiver of Past Defaults. The Holders of not less than a majority in principal amount of the Outstanding Securities may on behalf of the Holders of all the Securities waive any past default hereunder and its consequences, except a default (1) in the payment of the principal of or interest on any Outstanding Securities, or (2) in respect of a covenant or provision hereof which under Article Ten cannot be modified or amended without the consent of the Holder of each Outstanding Security. Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. Section 5.14 Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company. Section 5.15 Waiver of Usury, Stay or Extension Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 35 ARTICLE 6 The Trustee Section 6.1 Certain Duties and Responsibilities. The duties and responsibilities on the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. Section 6.2 Notice of Defaults. If a default occurs hereunder with respect to the Securities, the Trustee shall give the Holders of Securities notice of such default hereunder known to the Trustee, as and to the extent provided in the Trust Indenture Act; provided, however, that in the case of any default of the character specified in Section 5.1(3) with respect to the Securities, no such notice to Holders shall be given until at least 60 days after the occurrence thereof. For the purpose of this Section, the term "default" means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to the Securities. Section 6.3 Certain Rights of Trustee. Subject to the provisions of Section 6.1: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order, or as otherwise expressly provided herein, and any resolution of the Board of Directors of the Company shall be sufficiently evidenced by a Board Resolution; 36 (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers' Certificate; (d) the Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; and (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. Section 6.4 Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except the Trustee's certificates of authentication, shall be taken as the statements of the Company, and the Trustee or any Authenticating Agent assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. The Trustee or any Authenticating Agent shall not be accountable for the use or application by the Company of Securities or the proceeds thereof. 37 Section 6.5 May Hold Securities. The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, or of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 6.8 and 6.13, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent. Section 6.6 Money Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company. Section 6.7 Compensation and Reimbursement. The Company agrees (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. When the Trustee and its agents and any Authenticating Agent incur expenses or render services after an Event of Default specified in Sections 5.1(5) or (6) occurs, the expenses and compensation for the services are intended to constitute expenses of administration under any bankruptcy, insolvency or similar laws. 38 Section 6.8 Conflicting Interests. If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under another indenture which is a collateral trust indenture under which the only collateral consists of Securities issued under this Indenture, or as a trustee under any indenture or indentures under which other securities, or certificates of interest or participation in other securities, of the Company are outstanding, if (1) this Indenture and such other indenture or indentures are wholly unsecured and such other indenture or indentures are hereafter qualified under the Trust Indenture Act, unless the Commission shall have found and declared by order pursuant to Section 305(b) or Section 307(c) of the Trust Indenture Act that differences exist between the provisions of this Indenture and the provisions of such other indenture or indentures which are so likely to involve a material conflict of interest as to make it necessary in the public interest or for the protection of investors to disqualify the Trustee from acting as such under this Indenture and such other indenture or indentures, or (2) the Company shall have sustained the burden of proving, on application to the Commission and after opportunity for hearing thereon, that the trusteeship under this Indenture and such other indenture or indentures is not so likely to involve a material conflict of interest as to make it necessary in the public interest or for the protection of investors to disqualify the Trustee from acting as such under one of such indentures. Section 6.9 Corporate Trustee Required; Eligibility There shall at all times be one (and only one) Trustee with respect to the Securities, which shall be a Person eligible pursuant to the Trust Indenture Act to act as such, and has a combined capital and surplus of at least $50,000,000. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect to the Securities shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately 39 in the manner and with the effect hereinafter specified in this Article. Section 6.10 Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11. (b) The Trustee may resign at any time by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. (c) The Trustee may be removed at any time by Act of the Holders of a majority in principal amount of the Outstanding Securities, delivered to the Trustee and to the Company. (d) If at any time: (1) the Trustee shall fail to comply with Section 6.8 after written request therefor by the Company, for at least six months, or (2) the Trustee shall cease to be eligible under Section 6.9 and shall fail to resign after written request therefor by the Company or any such Holders, or (3) the Trustee shall become incapable of acting or shall be adjudged bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (i) the Company by a Board Resolution may remove the Trustee, or (ii) subject to Section 5.14, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee or Trustees. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be 40 appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.11, become the successor Trustee and supersede the successor Trustee appointed by the Company. If no successor Trustee shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 6.11, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. (f) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to all Holders of Securities in the manner provided in Section 1.6. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. Section 6.11 Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. (b) Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) of this Section. (c) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article. Section 6.12 Merger, Conversion, Consolidation or Succession to Business Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust 41 business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. Section 6.13 Preferential Collection of Claims. If and when the Trustee shall be or become a creditor of the Company, the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor). Section 6.14 Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents which shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating 42 Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 1.6 to all Holders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.7. If an appointment is made pursuant to this Section, the Securities may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities designated therein referred to in the within-mentioned Indenture. The First National Bank of Boston, As Trustee By_________________________________ As Authenticating Agent 43 By_________________________________ Authorized Officer ARTICLE 7 Holders' Lists and Reports by Trustee and Company Section 7.1 Company to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee (a) semiannually, not more than 15 days after each Regular Record Date a list in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of such Regular Record Date, and (b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company or the Guarantor of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; excluding from any such list names and addresses received by the Trustee in its capacity as Security Registrar. Section 7.2 Preservation of Information; Communications to Holders. (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 7.1 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 7.1 upon receipt of a new list so furnished. (b) The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustees, shall be as provided by the Trust Indenture Act, (c) Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company, nor the Trustee nor any agent of either of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders made pursuant to the Trust Indenture Act. Section 7.3 Reports by Trustee. The Trustee shall transmit to all Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant 44 thereto. A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and with the Company. The Company will notify the Trustee when any Securities are listed on any stock exchange. Section 7.4 Reports by Company. The Company shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided that any such information, documents and reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission. ARTICLE 8 Consolidation, Merger, Conveyance, Transfer or Lease Section 8.1 Company May Consolidate, Etc., Only on Certain Terms. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless: (1) the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company, substantially as an entirety shall be a corporation, partnership or trust organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and interest on all the Securities and the performance and observance of every covenant of this Indenture on the part of the Company to be performed or observed; (2) immediately after giving effect to such transaction and treating any Indebtedness which becomes an obligation of the Company or a Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, 45 would become an Event of Default, shall have happened and be continuing; (3) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company or such successor corporation or Person, as the case may be, shall take such steps as shall be necessary effectively to secure the Securities equally and ratably with (or prior to) all Indebtedness secured thereby; and (4) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolida tion, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. Section 8.2 Successor Corporation Substituted. Upon any consolidation by the Company with or merger by the Company into any other Person or any conveyance, transfer or lease of the properties and assets of the Company, substantially as an entirety in accordance with Section 8.1, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities. ARTICLE 9 Supplemental Indentures Section 9.1 Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or 46 (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; or (3) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or (4) to secure the Securities pursuant to the requirements of Section 8.1(3) or Section 10.5 or otherwise; or (5) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (5) shall not adversely affect the interests of the Holders of Securities in any material respect. Section 9.2 Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or change any Place of Payment where, or the coin or currency in which, any Security or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or (2) reduce the percentage in principal amount of the Outstanding Securities, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or 47 (3) modify any of the provisions of this Section, Section 5.13 or Section 10.8 except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Section 9.3 Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee's own rights, duties, or immunities or liabilities under this Indenture or otherwise. Section 9.4 Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. Section 9.5 Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect. Section 9.6 Reference in Securities to Supplemental Indentures. Securities authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company, and be authenticated and delivered by the Trustee in exchange for Outstanding Securities. 48 ARTICLE 10 Covenants Section 10.1 Payment of Principal, Premium and Interest. The Company will duly and punctually pay the principal of and interest on the Securities in accordance with the terms of the Securities and this Indenture. Section 10.2 Maintenance of Office or Agency. The Company will maintain in each Place of Payment of Securities an office or agency where Securities may be presented or surrendered for payment, and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. Section 10.3 Money for Securities Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent, it will, on or before each due date of the principal of or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of the principal of or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal or interest so becoming due, such sum to be held as provided in the Trust Indenture Act 49 and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply with the provisions of the Trust Indenture Act applicable to it as Paying Agent and (2) during the continuance of any default by the Company, in the making of any payment in respect of the Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or interest on any Security and remaining unclaimed for two years after such principal or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company. Section 10.4 Corporate Existence. Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence. 50 Section 10.5 Limitation on Liens. Neither the Company nor any of its Subsidiaries shall mortgage or pledge, or permit to be created any mortgage, pledge or other lien or encumbrance (such mortgages, pledges, liens or encumbrances being referred to herein as "Liens") upon any of its property or assets to secure Indebtedness, and shall from time to time take such steps as may be necessary effectively to prevent any Subsidiary from mortgaging or pledging, or permitting any Lien to be created upon any of the property or assets of such Subsidiary to secure Indebtedness, without making effective provisions whereby the Securities then outstanding shall be secured by such Lien equally and ratably with the Indebtedness thereby secured, so long as any such other Indebtedness is so secured; provided, however, that nothing contained in this Section 10.5 shall prevent, restrict or apply to: (1) Liens existing on the date hereof securing Indebtedness outstanding on the date hereof; (2) Liens existing on any asset or shares of stock of any corporation at the time such corporation becomes a Subsidiary; (3) Liens on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring, constructing, improving or repairing such asset (including, without limitation, Liens incurred in connection with industrial revenue bonds), provided that such Lien attaches to such asset concurrently with or within 120 days after the acquisition, construction, improvement or repair thereof; (4) Liens on any asset or shares of stock of any corporation existing at the time such corporation is merged into or consolidated with the Company or a Subsidiary; (5) Liens existing on any asset or shares of stock prior to the acquisition thereof by the Company or a Subsidiary; (6) Liens arising pursuant to any statute or order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and the claims secured thereby are being contested in good faith by appropriate proceedings; (7) Liens securing Indebtedness of a Subsidiary owing to the Company or another Subsidiary; 51 (8) Liens securing taxes, assessments or governmental charges not yet delinquent or being contested in good faith by appropriate proceedings; (9) Liens securing obligations owing to landlords and mechanics and materialmen incurred in the ordinary course of business for sums not yet due or being contested in good faith by appropriate proceedings; and (10) Liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Indebtedness is not increased above the amount outstanding at the time of refinancing and is not secured by any additional assets. Notwithstanding the foregoing provisions of this Section 10.5, the Company and its Subsidiaries may, without securing the Securities then outstanding, create Liens securing Indebtedness which would otherwise be subject to the foregoing restrictions in an aggregate amount (including the value of any Sale and Leaseback Transaction not otherwise permitted by Section 10.6 or clauses (1) through (10) of this Section 10.5) which does not at the time exceed 15% of Consolidated Net Tangible Assets. Section 10.6 Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any Restricted Subsidiary to, sell or transfer any Important Property owned by it with the intention of taking back a lease on such property (a "Sale and Leaseback Transaction") unless the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of this Indenture, to incur Secured Debt equal in amount to the amount of the Attributable Debt resulting from such Sale and Leaseback Transaction without equally and ratably securing the Securities. This covenant shall not apply to Attributable Debt with respect to any Sale and Leaseback Transaction if: (a) the lease in such Sale and Leaseback Transaction is for a period not exceeding three years and the Company or the Restricted Subsidiary which is a party to such lease intends that its use of such property will be discontinued on or before the expiration of such period; or (b) the sale or transfer of the Important Property is made prior to, at the time of, or within 180 days after the later of the date of the acquisition (including acquisition through merger or consolidation) of such Important Property or the completion or construction thereof; or (c) the Company or Restricted Subsidiary applies an amount equal to the value of the property so leased (as determined in any manner 52 approved by the Board of Directors) to (i) the retirement, within 180 days after the effective date of such arrangement, of any part of Consolidated Funded Debt or (ii) the purchase of other property which will constitute an Important Property or Important Properties, or both (i) and (ii); provided, however, that the amount to be so applied to the retirement of Consolidated Funded Debt or the purchase of Important Property may be reduced by (i) the principal amount of any Securities delivered within 180 days before or after the effective date of any such arrangement to the Trustee for retirement or cancellation, and (ii) the principal amount of any Consolidated Funded Debt, other than Securities, retired by the Company or a Restricted Subsidiary within 180 days before or after the effective date of any such arrangement. Notwithstanding the foregoing, no retirement referred to in this clause (c) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision or by retirement of Consolidated Funded Debt of the Company which is subject and subordinated in right of payment to the obligations of the Company in respect of the Securities; or (d) the lease in such Sale and Leaseback Transaction secures or relates to obligations issued by a governmental body, to finance the acquisition or construction of property; or (e) the Sale and Leaseback Transaction is between or among the Company and one or more Restricted Subsidiaries or between or among Restricted Subsidiaries. Section 10.7 Statement by Officers as to Default. The Company will deliver to the Trustee, within 120 days after the end of each Fiscal Year of the Company ending after the date hereof, an Officers' Certificate, stating whether or not, to the best knowledge of the signers thereof, the Company is in default in the performance and observance of any of the terms, provisions and conditions of Sections 10.5 to 10.6 inclusive (without regard to any period of grace or requirement of notice provided hereunder), and if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge. Section 10.8 Waiver of Certain Covenants. The Company may omit in any particular instance to comply with any term, provision or condition set forth in any covenant pursuant to Sections 10.5 and 10.6, inclusive, if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no 53 such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. ARTICLE 11 Redemption of Securities Section 11.1 Applicability of Article. Securities which are redeemable at the election of the Company or as otherwise required by any provision of this Indenture shall be redeemable in accordance with such provision and this Article. Section 11.2 Election to Redeem; Notice to Trustee. Securities may be redeemed at the election of the Company at any time as a whole, or in part from time to time (in multiples of $1,000,000 principal amount), at the Yield Maintenance Price. The election of the Company to redeem any Securities shall be evidenced by a Board Resolution. In case of any redemption at the election of the Company of less than all the Securities, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, the principal amount of Securities to be so redeemed and the interest that has accrued thereon to the Redemption Date. Promptly after each such Calculation Date, the Company shall deliver to the Trustee and each Holder a certificate signed by a principal financial officer of the Company setting forth the Yield Maintenance Price of the principal amount of the Securities held by such Holder so to be redeemed which certificate sets forth in reasonable detail the computation of the Yield Maintenance Price of the Securities held by such Holder. The Yield Maintenance Price set forth in such certificate shall be binding on the company and such Holder, absent manifest error. 54 Section 11.3 Selection by Trustee of Securities to Be Redeemed. If less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion (equal to $1,000 or any integral multiple thereof) of the principal amount of Securities of a denomination larger than $1,000. The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed. Section 11.4 Notice of Redemption. Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register. All notices of redemption shall state: (1) the Redemption Date; (2) if less than all the Outstanding Securities are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the particular Securities to be redeemed; (3) that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date; and (4) the place or places where each such Security is to be surrendered for payment of the Redemption Price. Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company. 55 Section 11.5 Deposit of Redemption Price. Prior to, but in no event more than five (5) days prior to, any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.3) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date. Section 11.6 Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, installments of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 3.7. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security. Section 11.7 Securities Redeemed in Part. Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. 56 ARTICLE 12 Defeasance and Covenant Defeasance Section 12.1 Applicability of Article; Company's Option to Effect Defeasance or Covenant Defeasance. The Company may elect, at its option at any time, to have Section 12.2 or Section 12.3 applied to any Securities upon compliance with the conditions set forth in this Article. Any such election shall be evidenced by a Board Resolution. Section 12.2 Defeasance and Discharge Upon the Company's exercise of the above option (if any) applicable to this Section applied to any Securities, the Company shall be deemed to have been discharged from its obligations with respect to the Securities, as provided in this Section on and after the date the conditions set forth in Section 12.4 are satisfied (hereinafter, called "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 12.4 and as more fully set forth in such Section, payments in respect of the principal of and interest on such Securities when payments are due, (B) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3, (C) the rights, powers, trusts, duties, and immunities of the Trustee hereunder and (D) this Article Twelve. Subject to compliance with this Article Twelve, the Company may exercise its option (if any) under this Section 12.2 applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 12.3 applied to such Securities. Section 12.3 Covenant Defeasance. Upon the Company's exercise of the above option applicable to this Section applied to any Securities, as the case may be, (A), the Company shall be released from its obligations under Sections 10.5 and 10.6 and the failure to comply with any such covenants, and (B) the occurrence of an event specified in Section 5.1(4) shall be deemed not to be or result in an Event of Default, in each case with respect to such Securities as provided in this Section, on and after the date the conditions set forth in Section 12.4 are satisfied (hereinafter, "covenant defeasance"). For this purpose, such covenant defeasance means that, with respect to such Securities, the Company 57 may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section, whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby. Section 12.4 Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 12.2 or Section 12.3 to any Securities: (a) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 6.9 and who agrees to comply with the provisions of this Article Twelve applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the principal of and any premium and interest on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and of such Securities. As used herein, "U.S. Government Obligations" means securities that are (x) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receipt. (b) In the case of an election to have Section 12.2 apply to any Securities, the Company shall have delivered to the Trustee an Opinion of 58 Counsel stating that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit, defeasance and discharge to be effected with respect to such Securities and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred. (c) In the case of an election to have Section 12.3 apply to any Securities, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of such deposit and covenant defeasance to be effected with respect to such Securities and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred. (d) The Company shall have delivered to the Trustee an Officer's Certificate to the effect that such Securities, if then listed on any securities exchange, will not be delisted as a result of such deposit. (e) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Section 5.1(5) and (6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). (f) Such defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act). (g) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound. (h) Such defeasance or covenant defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940 unless such trust shall be registered under such Act or exempt from registration thereunder. 59 (i) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 12.2 or the covenant defeasance under Section 12.3 (as the case may be) have been complied with. Section 12.5 Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 10.3, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee, (solely for purposes of this Section 12.5 and Section 12.6, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 12.4 in respect of the Outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 12.4 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities. Anything in this Article Twelve to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 12.4 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance. Section 12.6 Reinstatement. If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture and such Securities from which the Company has been discharged or released pursuant to Section 12.2 or 12.3 shall be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities, until such time as the Trustee or Paying Agent is 60 permitted to apply all money held in trust pursuant to Section 12.5 with respect to such Securities in accordance with this Article; provided, however, that if the Company makes any payment of principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust. * * * * This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed, all as of the day and year first above written. MILLIPORE CORPORATION By________________________________ Title: Senior Vice President Attest: ______________________ Assistant Clerk THE FIRST NATIONAL BANK OF BOSTON, as Trustee By______________________________ Title: Attest: ___________________________ Assistant Cashier 61 County of __________) ) ss.: State of __________ ) On the ___ day of May, 1995, before me personally came Geoffrey Nunes, to me known, who, being by me duly sworn, did depose and say that he is Senior Vice President of Millipore Corporation, one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he signed his name thereto by like authority. _______________________________________ [Notary Seal] 62 County of Norfolk ) ) ss.: Commonwealth of Massachusetts ) On this day of May in the year of 1995 before me personally came , to me personally known, who being by me duly sworn did depose and say that he is Assistant Cashier of The First National Bank of Boston, one of the corporations described in and which executed the foregoing Indenture; that he knows the seal of said corporation; that the seal affixed to said instrument opposite the execution thereof on behalf of said corporation is the corporate seal of said corporation; that said instrument was signed and said corporate seal was so affixed on behalf of said corporation by authority and order of its board of directors; that he signed his name thereto by like authority; and he acknowledged said instrument to be his free act and deed and the free act and deed of said . IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal, at ________ in said Commonwealth of Massachusetts, the day and year first above written. [Notary Public] 63 EX-5 3 EXHIBIT 5 March 15, 1995 Millipore Corporation 80 Ashby Road Bedford, Massachusetts 01730 Re: Registration Statement on Form S-4 Ladies and Gentlemen: This opinion is furnished to you in connection with a registration statement (the "Registration Statement") on Form S-4 to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the registration of $100,000,000 principal amount of 6 7/8% Senior Notes Due 2004, Series B (the "Debt Securities"), of Millipore Corporation (the "Company") to be issued under an Indenture (the "Indenture") to be entered into between you and The First National Bank of Boston, as Trustee (the "Trustee"). We have acted as counsel for the Company in connection with the proposed issue and sale of the Debt Securities and the preparation of the Registration Statement. For purposes of this opinion, we have examined and relied upon the information set forth in the registration statement and such other documents and records as we have deemed necessary. Basing our opinion on the foregoing, we are of the opinion that: (1) When the Registration Statement relating to the Debt Securities filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, has been declared effective; and when the Indenture has been qualified under the Trust Indenture Act of 1939; no further authorization, consent or approval by any regulatory authority will be required for the valid issuance and sale of the Debt Securities (except under the so-called "blue-sky" or securities laws of the several states, as to the applicability of which we do not express an opinion); (2) when the Board of Directors of the Company or committee designated thereby or other designee thereof have fixed the price and other terms and conditions relating to the issue and sale of Millipore Corporation -2- March 15, 1995 the Debt Securities, the Debt Securities will have been duly authorized by the Company; (3) upon the execution and filing with the Trustee of the proper papers, the Debt Securities will be issuable under the terms of the Indenture; and (4) upon the execution, certification and delivery of the Debt Securities in accordance with the corporate authorizations referred to above and in accordance with the Indenture, the Debt Securities will be valid and legally binding obligations of the Company and the Debt Securities will be entitled to the benefits and security provided by the Indenture together with any other series of securities of the Company which may hereafter be issued thereunder pursuant to the terms thereof; except that enforcement of the rights and remedies created thereby is subject to bankruptcy, reorganization, insolvency or similar laws affecting creditors' rights generally, as may from time to time be in effect, and by the availability of specific performance or of injunctive relief which is subject to the discretion of the court before which any proceeding may be brought. We understand that this opinion is to be used in connection with the Registration Statement relating to the Debt Securities to be filed with the Securities and Exchange Commission. We consent to the filing of this opinion with and as a part of said Registration Statement and the use of our name therein and in the related Prospectus under the caption "Legal Opinions". Very truly yours, Ropes & Gray SFS/mcc EX-12 4 Millipore Corporation Exhibit 12 Computation of Ratio of Earnings from Continuing Operations to Fixed Charges 1990 thru 1994 1990 1991 1992 1993 1994 Earnings from continuing operations $29,755 $35,920 $35,536 $48,998 $59,609 Add: Provision for income taxes 13,629 14,570 10,317 14,225 17,306 Fixed Charges 9,062 12,119 12,403 12,064 5,900 Earnings from continuing operations before taxes and fixed charges 52,446 62,609 58,256 75,287 82,815 Divided by Fixed charges 9,062 12,119 12,403 12,064 5,900 5.79 5.17 4.69 6.24 14.04 EX-24 5 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned Officers and Directors of Millipore Corporation (the "Corporation") do hereby constitute and appoint John A. Gilmartin, Geoffrey Nunes, and Michael P. Carroll, and each of them individually, their true and lawful attorneys and agents to execute on behalf of the Corporation, a Registration Statement on Form S-4 registering with the Securities and Exchange Commission $100,000,000 principal amount of its 6.78% Senior Notes due 2004, in exchange for the $100,000,000 principal amount of its outstanding 6.8% Senior Notes Due 2004. IN WITNESS WHEREOF, Millipore Corporation has caused this Power of Attorney to be executed in its name and by its Chief Executive Officer, and its corporate seal to be affixed and attested by its Assistant Clerk, and the undersigned Officers and Directors have hereunto set their hands and seals this 9th day of February, 1995. SIGNATURE TITLE DATE /S/John A. Gilmartin Chairman, President, February 9, 1995 John A. Gilmartin Chief Executive Officer and Director /S/Charles D. Baker Director February 9, 1995 Charles D. Baker /S/Samuel C. Butler Director February 9, 1995 Samuel C. Butler /S/Mark Hoffman Director February 9, 1995 Mark Hoffman /S/Gerald D. Laubach Director February 9, 1995 Gerald D. Laubach Power of Attorney S-4 Registration Statement SIGNATURE TITLE DATE /S/Steven Muller Director February 9, 1995 Steven Muller /S/Thomas O. Pyle Director February 9, 1995 Thomas O. Pyle /S/John F. Reno Director February 9, 1995 John F. Reno EX-25 6 SECURITIES ACT OF 1933 FILE NO: (IF APPLICATION TO DETERMINE ELIGIBILITY OF TRUSTEE FOR DELAYED OFFERING PURSUANT TO SECTION 305(b)(2) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________________ FORM T-1 STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)______ ______________________ THE FIRST NATIONAL BANK OF BOSTON (Exact name of trustee as specified in its charter) 04-2472499 (I.R.S. Employer Identification No.) 100 Federal Street, Boston, Massachusetts 02110 (Address of principal executive offices) (Zip Code) Gary A. Speiss, Cashier and General Counsel 100 Federal Street, 24th Floor, Boston, Massachusetts 02110 (617) 434-2870 (Name, address and telephone number of agent for service) __________________________ Millipore Corporation (Exact name of obligor as specified in its charter) Massachusetts 04-2170233 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 80 Ashby Road Bedford, MA 01730-2237 (Address of principal executive offices) (Zip Code) Senior Notes (Title of indenture securities) 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency of the United States, Washington D.C. Board of Governors of the Federal Reserve System, Washington, D.C Federal Deposit Insurance Corporation, Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Trustee is authorized to exercise corporate trust powers. 2. Affiliations with Obligor and Underwriters. If the obligor or any underwriter for the obligor is an affiliate of the trustee, describe each such affiliation. None with respect to the Trustee. (See Notes on page 2) None with respect to Bank of Boston Corporation. 3. through 11. Not applicable. 12. Indebtedness of the Obligor to the Trustee COL. A COL. B COL. C NATURE OF AMOUNT INDEBTEDNESS OUTSTANDING DATE DUE $40,000,000 Money minimal usage Annual Renewal Market Demand Line of Credit $12,000,000 323,000 Annual Renewal International Line of Credit $1,586,000 Forward 0 Annual Renewal Contract 13. through 15. Not applicable. 16. List of Exhibits. List below all exhibits filed as part of this statement of eligibility and qualification. 1. A copy of the articles of association of the trustee as now in effect. A certified copy of the Articles of Association of the trustee is filed as Exhibit No. 1 to statement of eligibility and qualification No. 22-9514 and is incorporated herein by reference thereto. 2. A copy of the certificate of authority of the trustee to commence business, if not contained in the articles of association. A copy of the certificate of T. McLean Griffin, Cashier of the trustee, dated February 3, 1978, as to corporate succession containing copies of the Certificate of the Comptroller of the Currency that The Massachusetts Bank, National Association, into which The First National Bank of Boston was merged effective January 4, 1971, is authorized to commence the business of banking as a national banking association, as well as a certificate as to such merger is filed as Exhibit No. 2 to statement of eligibility and qualification No. 22-9514 and is incorporated herein by reference thereto. 3. A copy of the authorization of the trustee to exercise corporate trust powers, if such authorization is not contained in the documents specified in paragraph (1) or (2) above. A copy of a certificate of the Office of the Currency dated February 6, 1978 is filed as Exhibit No. 3 to statement of eligibility and qualification No. 22- 9514 and is incorporated herein by reference thereto. 4. A copy of the existing by-laws of the trustee, or instruments corresponding thereto. A certified copy of the existing By-Laws of the trustee dated December 23, 1993 is filed as Exhibit No. 4 to statement of eligibility and qualification No. 22-25754 and is incorporated herein by reference thereto. 5. The consent of the trustee required by Section 321(b) of the Act. The consent of the trustee required by Section 321(b) of the Act is annexed hereto and made a part hereof. 6. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority is annexed hereto as Exhibit 7 and made a part hereof. NOTES In answering any item in this Statement of Eligibility and Qualification which relates to matters peculiarly within the knowledge of the obligor or any underwriter for the obligor, the trustee has relied upon information furnished to it by the obligor and the underwriters, and the trustee disclaims responsibility for the accuracy or completeness of such information. The answer furnished to Item 2 of this statement will be amended, if necessary, to reflect any facts which differ from those stated and which would have been required to be stated if known at the date hereof. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, The First National Bank of Boston, a national banking association organized and existing under the laws of The United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the Town of Canton and Commonwealth of Massachusetts, on the 10th day of March,1995. THE FIRST NATIONAL BANK OF BOSTON, Trustee By : Henry W.Seemore Henry W.Seemore Account Manager EXHIBIT 6 CONSENT OF TRUSTEE Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939 in connection with the proposed issue by Millipore Corporation of Senior Notes, we hereby consent that reports of examinations by Federal, State, Territorial, or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. THE FIRST NATIONAL BANK OF BOSTON, Trustee By : Henry W. Seemore Henry W. Seemore Account Manager EXHIBIT 7 CONSOLIDATED REPORT OF CONDITION, INCLUDING DOMESTIC AND FOREIGN SUBSIDIARIES, OF THE FIRST NATIONAL BANK OF BOSTON In the Commonwealth of Massachusetts, at the close of business on December 31, 1994. Published in response to call made by Comptroller of the Currency, under Title 12, United States Code, Section 161. Charter number 200. Comptroller of the Currency Northeastern District. ASSETS Dollar Amounts in Thousands Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin $ 1,862,093 Interest-bearing balances 1,551,280 Securities 3,935,691 Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's: Federal funds sold 758,937 Securities purchased under agreements to resell 0 Loans and lease financing receivables: Loans and leases, net of unearned income $25,796,462 LESS: Allowance for loan and lease losses 534,630 LESS: Allocated transfer risk reserve 0 Loans and leases, net of unearned income, allowance and reserve 25,261,832 Assets held in trading accounts 840,348 Premises and fixed assets (including capitalized leases) 398,475 Other real estate owned 48,504 Investments in unconsolidated subsidiaries and associated companies 103,670 Customers' liability to this bank on acceptances outstanding 304,031 Intangible assets 651,394 Other assets 1,170,251 Total Assets $36,886,506 LIABILITIES Deposits: In domestic offices $14,924,310 Noninterest-bearing $ 4,035,673 Interest-bearing 10,888,637 In foreign offices, Edge and Agreement subsidiaries, and IBF's 9,998,764 Noninterest-bearing 570,582 Interest-bearing 9,428,182 Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's: Federal funds purchased 2,464,904 Securities sold under agreements to repurchase 277,077 Demand notes issued to the U.S. Treasury 364,045 Trading Liabilities 227,865 Other borrowed money 3,875,462 Mortgage indebtedness and obligations under capitalized leases 14,007 Bank's liability on acceptances executed and outstanding 305,512 Subordinated notes and debentures 979,167 Other liabilities 1,022,105 Total Liabilities $34,453,218 Limited-life preferred stock and equity capital 0 EQUITY CAPITAL Perpetual preferred stock and related surplus $ 0 Common stock 82,264 Surplus 987,524 Undivided profits and capital reserves 1,408,062 LESS: Net unrealized loss on marketable equity securities (39,027) Cumulative foreign currency translation adjustments (5,535) Total equity capital 2,433,288 Total Liabilities, Limited-life preferred stock, and equity $36,866,506 I, Robert T. Jefferson, Comptroller of the above-named bank, do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief. Robert T. Jefferson February 13, 1995 We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct. Charles K. Gifford Ira Stepanian J. Donald Monan Directors February 13, 1995 -----END PRIVACY-ENHANCED MESSAGE-----