8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 
Washington, D.C. 20549

 
FORM 8-K

 
CURRENT REPORT

 
Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

February 8, 2002 (February 1, 2002)
Date of Report (Date of earliest event reported)

SOLECTRON CORPORATION

(Exact name of registrant as specified in charter)

Delaware	1-11098	94-2447045
(State or other jurisdiction   of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

777 Gibraltar Drive, Milpitas, California	95035
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (408) 957-8500

Not Applicable

(Former name or former address, if changed since last report.)

TABLE OF CONTENTS

	ITEM 5: Other Events.
	ITEM 7: Financial Statements and Exhibits.
SIGNATURES
Exhibit 1.1
Exhibit 4.1
Exhibit 4.2
Exhibit 5.1

ITEM 5: Other Events.

         On February 4, 2002, Solectron Corporation (the “Registrant’) filed a Prospectus Supplement, dated February 1, 2002, to and with the Prospectus dated August 29, 2001, included as part of the Registration Statement on Form S-3 of the Registrant (Registration No. 333-64454-01) (the “Registration Statement”), which Prospectus Supplement and Prospectus related to the offering of the Registrant’s 9.625% Senior Notes due 2009 (the “Notes”). On February 1, 2002, the Registrant entered into an Underwriting Agreement with Goldman, Sachs & Co., Banc of America Securities LLC, J.P. Morgan Securities Inc., Scotia Capital (USA) Inc. and BNP Paribas Securities Corp. (the “Underwriters”), relating to the offering and sale by the Registrant of up to $500,000,000 aggregate principal amount of the Notes under the Registration Statement. In connection with such offering, the Registrant is filing certain exhibits as part of this Form 8-K, which are incorporated herein by reference in their entirety.

ITEM 7: Financial Statements and Exhibits.

         (c)  Exhibits:

Exhibit No.	Exhibit Description
1.1	Underwriting Agreement, dated February 1, 2002, among the Registrant and Goldman, Sachs & Co., Banc of America Securities LLC, J.P. Morgan Securities Inc., Scotia Capital (USA) Inc. and BNP Paribas Securities Corp.
4.1	Senior Debt Securities Indenture, dated as of February 6, 2002, between the Registrant and State Street Bank and Trust Company of California, N.A., as Trustee.
4.2	First Supplemental Indenture, dated as of February 6, 2002, between the Registrant and State Street Bank and Trust Company of California, N.A., as Trustee.
5.1	Opinion re legality of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1)

SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 8, 2002 Solectron Corporation
 
 
/s/ Kiran Patel
Kiran Patel
Executive Vice President, Chief Financial
Officer
(Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit No.	Exhibit Description
1.1	Underwriting Agreement, dated February 1, 2002, among the Registrant and Goldman, Sachs & Co., Banc of America Securities LLC, J.P. Morgan Securities Inc., Scotia Capital (USA) Inc. and BNP Paribas Securities Corp.
4.1	Senior Debt Securities Indenture, dated as of February 6, 2002, between the Registrant and State Street Bank and Trust Company of California, N.A., as Trustee.
4.2	First Supplemental Indenture, dated as of February 6, 2002, between the Registrant and State Street Bank and Trust Company of California, N.A., as Trustee.
5.1	Opinion re legality of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1)

EX-1.1 3 f78964ex1-1.txt EXHIBIT 1.1 Exhibit 1.1 SOLECTRON CORPORATION 9.625% SENIOR NOTES DUE 2009 UNDERWRITING AGREEMENT February 1, 2002 Goldman, Sachs & Co., Banc of America Securities LLC J.P. Morgan Securities Inc. Scotia Capital (USA) Inc. BNP Paribas Securities Corp. As representatives of the several Underwriters Named in Schedule I hereto (the "Representatives") c/o Goldman, Sachs & Co. 85 Broad Street, New York, New York 10004 Ladies and Gentlemen: Solectron Corporation, a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of $500,000,000 principal amount of the Company's 9.625% Senior Notes due February 15, 2009 (the "Securities"). The Securities will be issued pursuant to a Senior Debt Securities Indenture, to be dated as of February 6, 2002 (the "Base Indenture"), between the Company and State Street Bank and Trust Company of California, N.A., as Trustee (the "Trustee"), as supplemented by the First Supplemental Indenture, to be dated as of February 6, 2002 (the "First Supplemental Indenture," and, together with the Base Indenture, the "Indenture"), between the Company and the Trustee. 1. The Company represents and warrants to, and agrees with, each of the Underwriters as of the date hereof that: (a) A registration statement on Form S-3 (File No. 333-64454-01) and amendments thereto filed prior to the date hereof (collectively, the "Initial Registration Statement") in respect of the Securities has been filed with the Securities and Exchange Commission (the "Commission"); the Initial Registration Statement and any post-effective amendment thereto filed prior to the date hereof, excluding exhibits to the Initial Registration Statement, but including all documents incorporated by reference in the prospectus contained therein as of the date hereof, each in the form heretofore delivered to you for each of the other Underwriters, have been declared effective by the Commission in such form; other than a registration statement, if any, increasing the size of the offering (a "Rule 462(b) Registration Statement"), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Act"), which became effective upon filing, no other document with respect to the Initial Registration Statement or document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission (other than filings by the Company under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and other than prospectuses filed pursuant to Rule 424(b) of the rules and regulations of the Commission under the Act, each in the form heretofore delivered to you); and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) under the Act is hereinafter called a "Preliminary Prospectus"; the various parts of the Initial Registration Statement, any post-effective amendment thereto and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the Initial Registration Statement at the time such part of the Initial Registration Statement became effective, but excluding Form T-1, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the "Registration Statement"; the prospectus relating to the offer and sale of the Securities, in the form in which it has most recently been filed, or transmitted for filing, with the Commission on or prior to the date of this Agreement, being hereinafter called the "Prospectus"; any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3, as of the date of such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed under the Exchange Act after the date of such Preliminary Prospectus or Prospectus, as the case may be, and on or prior to the date hereof or the Time of Delivery, as applicable, and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment to the Initial Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Sections 13(a) or 15(d) of the Exchange Act after the effective date of the Initial Registration Statement that is incorporated by reference in the Registration Statement and on or prior to the date hereof or the Time of Delivery, as applicable; and any reference to the Prospectus as amended or supplemented shall be deemed to refer to the Prospectus as amended or supplemented in relation to the Securities in the form in which it is filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof including any documents incorporated by reference therein as of the date of such filing); (b) No order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued by the Commission, and each 2 Preliminary Prospectus and Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through Goldman, Sachs & Co. expressly for use therein; (c) The documents incorporated by reference in the Prospectus, when they became effective or were filed with the Commission, as the case may be, on or prior to the date hereof or the Time of Delivery, as applicable, complied and will comply in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and when read together with the other information in the Prospectus none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements in the Prospectus, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through Goldman, Sachs & Co. expressly for use therein; (d) The Registration Statement complies, and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus will on and prior to the date hereof and the Time of Delivery, as applicable, comply, in all material respects with the requirements of the Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to the Registration Statement and any amendment thereto and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, in any case on and prior to the date hereof and the Time of Delivery, as applicable, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through Goldman, Sachs & Co. expressly for use therein; (e) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (a) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a "Material Adverse Effect"), (b) there have been no transactions entered into by the Company or any of its subsidiaries, other than those arising in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one 3 enterprise, and (c) except for dividends on the Company's preferred stock that may be outstanding from time to time, in amounts per share that are consistent with the applicable charter document or supplement thereto, respectively, no dividend or distribution of any kind has been declared, paid or made by the Company on any class of its capital stock; (f) The Company and its subsidiaries (i) have good and marketable title to all real property owned by them and (ii) hold all personal property owned by them, in each case free and clear of all adverse claims, liens, encumbrances and defects except such as are described in the Prospectus or such as would not result, singly or in the aggregate, in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, are held by them under valid, subsisting and enforceable leases with such exceptions as do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries, except as would not, singly or in the aggregate, result in a Material Adverse Effect; (g) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under, or as contemplated under, this Agreement and the Indenture. The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be in good standing would not result in a Material Adverse Effect; (h) Each subsidiary of the Company has been duly organized and is validly existing as an entity in good standing under the laws of the jurisdiction of its organization, has the power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and is duly qualified as a foreign organization to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be in good standing would not result in a Material Adverse Effect. The Company does not have any "significant subsidiaries" (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Act) other than those listed on Schedule II hereto. Except as otherwise stated in the Registration Statement and the Prospectus, all of the issued and outstanding capital stock of each significant subsidiary has been duly authorized and is validly issued, fully paid and non-assessable and is owned by the Company (except for directors qualifying shares), directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of any significant subsidiary were issued in violation of preemptive or other similar rights of any securityholder of such subsidiary; (i) The Company has the capitalization set forth in the Prospectus under the heading "Capitalization," and all of the issued shares of capital stock of 4 the Company have been duly and validly authorized and issued and are fully paid and non-assessable; (j) At the Time of Delivery, the Indenture will have been duly authorized and executed and delivered by the Company, and, assuming due authorization, execution and delivery by the Trustee, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof may be subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law); the Indenture conforms in all material respects to the description thereof contained in the Prospectus; (k) The Securities have been duly authorized by the Company, and when authenticated, issued and delivered in the manner provided in the Indenture and delivered against payment of the purchase price therefor as provided herein, will constitute valid and binding obligations of the Company enforceable in accordance with their terms; the Indenture has been duly authorized and duly qualified under the Trust Indenture Act; and the Securities will conform in all material respects to the descriptions thereof in the Prospectus; (l) The issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, except as disclosed in the Prospectus (in which regard the Company represents and warrants that the operating leases referred to in the disclosure under the caption "Risk Factors - Risks Relating to the Notes - We will be required to obtain waivers, consents or amendments from holders of certain of our financial instruments or we will be required to pre-pay those obligations" relate solely to the documents set forth in Annex III hereto and documents ancillary thereto), and except as a result of the expiration of the Current Waivers (as such term is defined in Annex III hereto) or as a result of the fact that as of the date hereof the Current Waivers contain terms and conditions providing for such expiration, and except for such conflicts, breaches, violations or defaults that would not result in a Material Adverse Effect, (ii) nor will such action result in any violation of (A) the provisions of the Certificate of Incorporation or the By-laws of the Company, or (B) any applicable statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, except for such violations that would not result in a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities, or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except for 5 those consents, approvals, authorizations, orders, registrations or qualifications which have already been obtained; (m) Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or similar governing documents or (ii) in default in the performance or observance of any material obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except, in the case of this clause (ii), as disclosed in the Prospectus on the date hereof, and except as a result of the expiration of the Current Waivers or as a result of the fact that as of the date hereof the Current Waivers contain terms and conditions providing for such expiration, and except for such defaults as would not result in a Material Adverse Effect; (n) The statements set forth in the Prospectus under the caption "Description of the Notes" insofar as they purport to constitute a summary of the terms of the Securities, and the statements set forth in the Prospectus under the captions "Underwriting" (other than statements made under such caption in reliance upon and in conformity with written information furnished to the Company by the Representatives expressly for use therein) and "Description of Other Indebtedness", insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair in all material respects; (o) Although the discussion set forth in the Prospectus under the heading "Certain United States Federal Income Tax Consequences" does not purport to discuss all possible United States federal income tax consequences of the purchase, ownership and disposition of the Securities, such discussion constitutes, in all material respects, a fair and accurate summary of the United States federal income tax consequences of the purchase, ownership and disposition of the Securities, based upon current United States federal income tax law; (p) Other than as set forth in the Prospectus, there are no legal or governmental proceedings pending, or to the knowledge of the Company, threatened, to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect; (q) The Company is not and, after giving effect to the offering and sale of the Securities, will not be an "investment company" or an entity "controlled" by an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended (the "Investment Company Act"); (r) KPMG, LLC, who have certified certain financial statements of the Company and its subsidiaries, are independent public accountants as required by the Act and the rules and regulations of the Commission thereunder; (s) The financial statements of the Company (excluding for purposes of this clause (s), any pro forma financial information) included in the Registration 6 Statement and the Prospectus, together with the related schedules and notes, as well as those financial statements, schedules and notes of any other entity included therein (or incorporated by reference), present fairly the financial position of the Company and its consolidated subsidiaries, or such other entity, as the case may be, at the dates indicated and the statement of operations, stockholders' equity and cash flows of the Company and its consolidated subsidiaries, or such other entity, as the case may be, for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved except to the extent that the interim audited financial statements are subject to normal year-end adjustments, lack of footnotes and other presentation items. The supporting schedules, if any, included in the Registration Statement and the Prospectus present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus; (t) The pro forma condensed consolidated balance sheet and condensed consolidated statements of operations, the related notes thereto and the related pro forma supplementary information set forth (or incorporated by reference) in the Registration Statement and the Prospectus have been prepared in all material respects in accordance with the applicable requirements of Rule 11-02 of Regulation S-X promulgated under the Exchange Act, have been compiled on the pro forma basis described therein and, in the opinion of the Company, the assumptions used in the preparation thereof were reasonable at the time made and the adjustments used therein are based upon good faith estimates and assumptions believed by the Company to be reasonable at the time made; (u) This Agreement has been duly authorized, executed and delivered by the Company; (v) The Company and its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and other than as described in the Prospectus, neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect; (w) The Company and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, "Governmental 7 Licenses") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them except as would not, singly or in the aggregate, have a Material Adverse Effect. The Company and its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect; (x) Except as otherwise stated in the Registration Statement and the Prospectus or as would not, singly or in the aggregate, result in a Material Adverse Effect, (a) neither the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, "Hazardous Materials") or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, "Environmental Laws"), (b) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (c) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of its subsidiaries and (d) there are no events or circumstances that might reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws. 2. Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of 97.369% of the principal amount thereof, plus accrued interest, if any, from February 6, 2002 to the Time of Delivery hereunder, the principal amount of Securities set forth opposite the name of such Underwriter in Schedule I hereto. 3. Upon the authorization by you of the release of the Securities, the several Underwriters propose to offer the Securities for sale upon the terms and conditions set forth in the Prospectus. 8 4. (a) The Securities to be purchased by each Underwriter hereunder will be represented by one or more definitive global Securities in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company ("DTC") or its designated custodian. The Company will deliver the Securities to Goldman, Sachs & Co., for the account of each Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to Goldman, Sachs & Co. at least forty-eight hours in advance, by causing DTC to credit the Securities to the account of Goldman, Sachs & Co. at DTC. The Company will upon request cause the certificates representing the Securities to be made available to Goldman, Sachs & Co. for checking at least twenty-four hours prior to the Time of Delivery (as defined below) at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on February 6, 2002 or such other time and date as Goldman, Sachs & Co. and the Company may agree upon in writing. Such time and date for delivery of the Securities is herein called the "Time of Delivery". (b) The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof, including the cross-receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 7 hereof, will be delivered at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 525 University Avenue, Suite 1100, Palo Alto, California (the "Closing Location"). A meeting will be held at the Closing Location at 5:00 p.m., Palo Alto time, on the New York Business Day next preceding the Time of Delivery, or such earlier time as the parties shall agree upon, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close. 5. The Company agrees with each of the Underwriters: (a) To prepare the Prospectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission's close of business on the second business day following the date hereto or, if applicable, such earlier time as may be required by Rule 424(b); to make no further amendment or any supplement to the Registration Statement or Prospectus prior to the Time of Delivery for the Securities which shall be reasonably disapproved by you for such Securities promptly after reasonable notice thereof; to advise you promptly of any such amendment or supplement after the Time of Delivery and furnish you with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities, and during such same period to advise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has 9 been filed with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order; (b) Promptly from time to time to take such action as you may reasonably request to qualify the Securities for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction; (c) Prior to 10:00 a.m. New York City time on the second business day following the date of this Agreement and from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as you may reasonably request, and, if the delivery of a prospectus is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Securities and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Act, the Exchange Act or the Trust Indenture Act, to notify you and upon your request to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and in case any Underwriter is required to deliver a prospectus in connection with sales of any of the Securities at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act; (d) To make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c)), an earnings statement of the Company and its subsidiaries (which need not be audited) 10 complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158); (e) During the period beginning from the date hereof and continuing to and including the date 90 days after the date of the Prospectus, not to offer, sell, contract to sell or otherwise dispose of, except as provided hereunder, any securities of the Company that are substantially similar to the Securities, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, the Securities, or any such substantially similar securities, without the prior written consent of Goldman, Sachs & Co. The foregoing sentence shall not apply to (i) the Securities to be sold hereunder, or (ii) any debt issued or incurred pursuant to any "Credit Agreements," as such term is defined in the Prospectus under the caption "Description of the Notes - Certain Definitions"; (f) To furnish to the holders of the Securities as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, stockholders' equity and cash flows of the Company and its consolidated subsidiaries certified by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), to make available to the holders of Securities consolidated summary financial information of the Company and its subsidiaries for such quarter in reasonable detail; (g) During a period of two years from the effective date of the Registration Statement, to furnish to you copies of all reports or other communications (financial or other) furnished to stockholders generally, and to deliver to you (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which the Securities or any class of securities of the Company is listed (excluding any report or financial statement which is available publicly through the Commission's Electronic Data Gathering and Retrieval system); and (ii) for such time as you may continue to hold an unsold allotment of Securities, such additional information concerning the business and financial condition of the Company as you may from time to time reasonably request (such financial statements to be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission); (h) To use the net proceeds received by it from the sale of the Securities pursuant to this Agreement in the manner specified in the Prospectus under the caption "Use of Proceeds"; (i) If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Act; 11 (j) Reference is made to the caption in the Prospectus entitled "Risks Relating to the Notes - As a result of this transaction, we will be required to obtain waivers, consents or amendments with respect to our compliance with certain of our financial instruments or we will be required to pre-pay those obligations" (the "Conflict Risk Factor") and to the Current Waivers. Prior to the expiration of each such Current Waiver, as applicable, the Company will either obtain any further waivers, consents, amendments or other accommodations contemplated by the Conflict Risk Factor, or pre-pay the obligations referred to therein, or any combination of the foregoing, except to the extent that the Company's failure to do so would not cause a Material Adverse Effect. 6. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, the Indenture, the Blue Sky and Legal Investment Memoranda, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(b) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities; and (viii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Sections 8 and 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make. 7. The obligations of the Underwriters hereunder shall be subject, in their discretion, to the condition that all representations and warranties and other statements of the Company herein are, at and as of the Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions: (a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; if the Company has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have become effective by 10:00 P.M., Washington, D.C. time, on the date of this Agreement; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have 12 been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction; (b) Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Underwriters, shall have furnished to you a written opinion or opinions reasonably acceptable to you; (c) Wilson, Sonsini, Goodrich & Rosati, counsel for the Company, shall have furnished to you their written opinion, dated the Time of Delivery, in form and substance satisfactory to you, to the effect set forth in Annex II hereto; (d) On the date of the Prospectus at a time prior to the execution of this Agreement, at 9:30 a.m., New York City time, on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at the Time of Delivery, KPMG LLC shall have furnished to you a letter or letters, dated the respective dates of delivery thereof, in form and substance satisfactory to you, to the effect set forth in Annex I hereto (the executed copy of the letter delivered prior to the execution of this Agreement is attached as Annex I(a) hereto and a draft of the form of letter to be delivered on the effective date of any post-effective amendment to the Registration Statement and as of the Time of Delivery is attached as Annex l(b) hereto); (e) Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or any material change in the capital stock or long-term or short-term debt of the Company and its subsidiaries considered as one enterprise, otherwise than as set forth or contemplated in the Prospectus, the effect of which is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities being issued at the Time of Delivery on the terms and in the manner contemplated in the Prospectus; (f) On or after the date hereof (i) no downgrading shall have occurred in the rating accorded the Company's debt securities by any "nationally recognized statistical rating organization", as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act, and (ii) except as disclosed in the Prospectus, no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities; (g) On or after the date hereof there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension or material limitation in trading in the Company's securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared 13 by either Federal or California State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities being issued at the Time of Delivery on the terms and in the manner contemplated in the Prospectus; (h) The Company shall have complied with the provisions of Section 5(c) hereof with respect to the furnishing of prospectuses on the second business day following the date of this Agreement; (i) The Company shall have furnished or caused to be furnished to you at the Time of Delivery certificates of officers of the Company satisfactory to you as to the accuracy of the representations and warranties of the Company herein at and as of the Time of Delivery, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to the Time of Delivery, as to the matters set forth in subsections (a), (e) and (f) of this Section 7 and as to such other matters as you may reasonably request. 8. (a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) an untrue statement or alleged untrue statement of a material fact contained in a Preliminary Prospectus or a Prospectus, or any amendment or supplement thereto, or arise out of or are based upon any omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading; and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by any Underwriter through Goldman, Sachs & Co. expressly for use therein. (b) Each Underwriter, severally and not jointly, will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as 14 such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) an untrue statement or alleged untrue statement of a material fact contained in a Preliminary Prospectus or a Prospectus, or any amendment or supplement thereto, or arise out of or are based upon any omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading; in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Prospectus, the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Underwriter through Goldman, Sachs & Co. expressly for use therein; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred. (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party. (d) If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) 15 above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Securities. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Underwriters on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint. (e) The obligations of the Company under this Section 8 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 8 shall be in addition to any liability which the respective 16 Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of the Act. 9. (a) If any Underwriter shall default in its obligation to purchase the Securities which it has agreed to purchase hereunder, you may in your discretion arrange for you or another party or other parties to purchase such Securities on the terms contained herein at the Time of Delivery. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Securities on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Securities, or the Company notifies you that it has so arranged for the purchase of such Securities, you or the Company shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term "Underwriter" as used in this Agreement shall include any person substituted under this Section 9 with like effect as if such person had originally been a party to this Agreement with respect to such Securities. (b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above of this Section 9, the aggregate principal amount of such Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities to be purchased at the Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities which such Underwriter agreed to purchase hereunder at the Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Securities which such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above of this Section 9, the aggregate principal amount of Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities to be purchased at the Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above of this Section 9 to require non-defaulting Underwriters to purchase Securities of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default. 17 10. The respective indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company, or any officer or director or controlling person of the Company, and shall survive delivery of and payment for the Securities. 11. If this Agreement shall be terminated pursuant to Section 9 hereof, the Company shall not then be under any liability to any Underwriter except as provided in Sections 6 and 8 hereof; but, if for any other reason, any Securities are not delivered by or on behalf of the Company as provided herein, the Company will reimburse the Underwriters through you for all out-of-pocket expenses approved in writing by you, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Securities, but the Company shall then be under no further liability to any Underwriter except as provided in Sections 6 and 8 hereof. 12. In all dealings hereunder, you shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you jointly or by Goldman, Sachs & Co. on behalf of you as the Representatives. All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to you as the Representatives, in care of Goldman, Sachs & Co., 32 Old Slip, 21st Floor, New York, New York 10005, Attention: Registration Department; and if to the Company shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: Secretary; provided, however, that any notice to an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters' Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Company by you upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof. 13. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided in Sections 8 and 10 hereof, the officers and directors of the Company and each person who controls the Company or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase. 14. Time shall be of the essence of this Agreement. As used herein, the term "business day" shall mean any day when the Commission's office in Washington, D.C. is open for business. 15. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. 18 16. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. 17. The Company is authorized, subject to applicable law, to disclose any and all aspects of this potential transaction that are necessary to support any U.S. federal income tax benefits expected to be claimed with respect to such transaction, without the Underwriters imposing any limitation of any kind. 19 If the foregoing is in accordance with your understanding, please sign and return to us one for the Company and one for each of the Representatives plus one for each counsel counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, Solectron Corporation By: /s/ Kiran Patel -------------------------- Name: Kiran Patel Title: Executive Vice President, Chief Financial Officer 20 Accepted and Agreed to as of the date hereof: Goldman, Sachs & Co. Banc of America Securities LLC J.P. Morgan Securities Inc. Scotia Capital (USA) Inc. BNP Paribas Securities Corp. By: /s/ Goldman, Sachs & Co. --------------------------------- (Goldman, Sachs & Co.) On behalf of each of the Underwriters 21 SCHEDULE I

PRINCIPAL AMOUNT OF SECURITIES UNDERWRITER TO BE PURCHASED ----------- --------------- Goldman, Sachs & Co...................... $310,000,000 Banc of America Securities LLC........... $ 50,000,000 J.P. Morgan Securities Inc. ............. $ 50,000,000 Scotia Capital (USA) Inc. ............... $ 50,000,000 BNP Paribas Securities Corp. ............ $ 40,000,000 Total..... $500,000,000 ===========

22 SCHEDULE II SIGNIFICANT SUBSIDIARIES Solectron California Corporation Solectron Washington, Inc. Solectron Texas, Inc. Solectron Texas, L.P. Solectron Georgia Corporation Solectron Global Services, Inc. Solectron Oregon Corporation Force Computers, Inc. Smart Modular Technology, Inc. US Robotics Corporation Solectron France SASU Solectron Sweden AB Solectron Romania SRL Solectron Technology SDN BHD Solectron Suzhou Ltd Solectron Brasil Ltda Solectron Australia Pty, Limited PT Natsteel Electronics Indonesia Solectron Technology Malaysia SDN BHD Solectron Technology Singapore Pte Ltd 23 EX-4.1 4 f78964ex4-1.txt EXHIBIT 4.1 Exhibit 4.1 SOLECTRON CORPORATION TO STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A. AS TRUSTEE INDENTURE DATED AS OF February 6, 2002 SENIOR DEBT SECURITIES TABLE OF CONTENTS

PAGE ---- ARTICLE 1. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION....... 1 Section 1.1. Definitions ......................................... 1 Section 1.2. Compliance Certificates and Opinions ................ 9 Section 1.3. Form of Documents Delivered to Trustee .............. 9 Section 1.4. Acts of Holders; Record Dates ....................... 10 Section 1.5. Notices, etc., to Trustee and Company ............... 12 Section 1.6. Notice to Holders; Waiver ........................... 12 Section 1.7. Conflict with Trust Indenture Act ................... 13 Section 1.8. Effect of Headings and Table of Contents ............ 13 Section 1.9. Successors and Assigns .............................. 13 Section 1.10. Separability Clause ................................ 13 Section 1.11. Benefits of Indenture .............................. 13 Section 1.12. Governing Law ...................................... 13 Section 1.13. Legal Holidays ..................................... 14 Section 1.14. Indenture and Securities Solely Corporate Obligations 14 Section 1.15. Indenture May be Executed in Counterparts .......... 14 ARTICLE 2. SECURITY FORMS ............................................... 14 Section 2.1. Forms Generally ..................................... 14 Section 2.2. Form of Face of Security ............................ 15 Section 2.3. Form of Reverse of Security ......................... 17 Section 2.4. Form of Legend for Global Securities ................ 21 Section 2.5. Form of Trustee's Certificate of Authentication ..... 22 Section 2.6. Form of Conversion Notice ........................... 23 ARTICLE 3. THE SECURITIES ............................................... 24 Section 3.1. Amount Unlimited; Issuable in Series ................ 24 Section 3.2. Denominations ....................................... 27 Section 3.3. Execution, Authentication, Delivery and Dating ...... 27 Section 3.4. Temporary Securities ................................ 28 Section 3.5. Registration; Registration of Transfer and Exchange . 29 Section 3.6. Mutilated, Destroyed, Lost and Stolen Securities .... 30 Section 3.7. Payment of Interest; Interest Rights Preserved ...... 31 Section 3.8. Persons Deemed Owners ............................... 33 Section 3.9. Cancellation ........................................ 33 Section 3.10. Computation of Interest ............................. 33 ARTICLE 4. SATISFACTION AND DISCHARGE ................................... 33 Section 4.1. Satisfaction and Discharge of Indenture ............. 33 Section 4.2. Application of Trust Money .......................... 34

-i- TABLE OF CONTENTS (Continued)

PAGE ---- ARTICLE 5. REMEDIES...................................................... 35 Section 5.1. Events of Default ................................... 35 Section 5.2. Acceleration of Maturity; Rescission and Annulment .. 36 Section 5.3. Collection of Indebtedness and Suits for Enforcement by Trustee .......................................... 37 Section 5.4. Trustee May File Proofs of Claim .................... 37 Section 5.5. Trustee May Enforce Claims Without Possession of Securities .......................................... 38 Section 5.6. Application of Money Collected ...................... 38 Section 5.7. Limitation on Suits ................................. 38 Section 5.8. Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert ................. 39 Section 5.9. Restoration of Rights and Remedies .................. 39 Section 5.10. Rights and Remedies Cumulative ...................... 40 Section 5.11. Delay or Omission not Waiver ........................ 40 Section 5.12. Control by Holders .................................. 40 Section 5.13. Waiver of Past Defaults ............................. 40 Section 5.14. Undertaking for Costs ............................... 41 Section 5.15. Waiver of Usury, Stay or Extension Laws ............. 41 ARTICLE 6. THE TRUSTEE .................................................. 41 Section 6.1. Certain Duties and Responsibilities ................. 41 Section 6.2. Notice of Defaults .................................. 42 Section 6.3. Certain Rights of Trustee ........................... 42 Section 6.4. Not Responsible for Recitals or Issuance of Securities 43 Section 6.5. May Hold Securities and Act as Trustee Under Other Indentures .................................... 43 Section 6.6. Money Held in Trust ................................. 43 Section 6.7. Compensation and Reimbursement ...................... 43 Section 6.8. Conflicting Interests ............................... 44 Section 6.9. Corporate Trustee Required; Eligibility ............. 44 Section 6.10. Resignation and Removal; Appointment of Successor.... 44 Section 6.11. Acceptance of Appointment by Successor .............. 46 Section 6.12. Merger, Conversion, Consolidation or Succession to Business ............................................ 47 Section 6.13. Preferential Collection of Claims Against Company ... 47 Section 6.14. Appointment of Authenticating Agent ................. 47 ARTICLE 7. HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY ............ 49 Section 7.1. Company to Furnish Trustee Names and Addresses Of Holders .......................................... 49 Section 7.2. Preservation of Information; Communications to Holders ............................................. 49 Section 7.3. Reports by Trustee .................................. 49 Section 7.4. Reports by Company .................................. 50

-ii- TABLE OF CONTENTS (Continued)

PAGE ---- ARTICLE 8. CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE ......... 50 Section 8.1. Company May Consolidate, Etc., Only on Certain Terms 50 Section 8.2. Successor Substituted ............................... 51 ARTICLE 9. SUPPLEMENTAL INDENTURES....................................... 51 Section 9.1. Supplemental Indentures Without Consent of Holders .. 51 Section 9.2. Supplemental Indentures with Consent of Holders ..... 52 Section 9.3. Execution of Supplemental Indentures ................ 54 Section 9.4. Effect of Supplemental Indentures ................... 54 Section 9.5. Conformity with Trust Indenture Act ................. 54 Section 9.6. Reference in Securities to Supplemental Indentures .. 54 ARTICLE 10. COVENANTS.................................................... 54 Section 10.1. Payment of Principal, Premium and Interest .......... 54 Section 10.2. Maintenance of Office or Agency ..................... 55 Section 10.3. Money for Securities Payments to be Held in Trust ... 55 Section 10.4. Statement by Officers as to Default ................. 56 Section 10.5. Existence ........................................... 56 Section 10.6. Maintenance of Properties ........................... 57 Section 10.7. Payment of Taxes and Other Claims ................... 57 Section 10.8. Limitation on Liens ................................. 57 Section 10.9. Limitations on Sale and Leaseback Transactions ...... 59 Section 10.10.Covenant Applicable to Issuance of Securities to the Company's Trust ................................. 59 Section 10.11.Waiver of Certain Covenants ......................... 60 ARTICLE 11. REDEMPTION OF SECURITIES .................................... 60 Section 11.1. Applicability of Article ............................ 60 Section 11.2. Election to Redeem; Notice to Trustee ............... 60 Section 11.3. Selection by Trustee of Securities to be Redeemed ... 60 Section 11.4. Notice of Redemption ................................ 61 Section 11.5. Deposit of Redemption Price ......................... 62 Section 11.6. Securities Payable on Redemption Date ............... 62 Section 11.7. Securities Redeemed in Part ......................... 63 ARTICLE 12. SINKING FUNDS ............................................... 63 Section 12.1. Applicability of Article ............................ 63 Section 12.2. Satisfaction of Sinking Fund Payments with Securities 63 Section 12.3. Redemption of Securities for Sinking Fund ........... 64

-iii- TABLE OF CONTENTS (Continued)

PAGE ---- ARTICLE 13. DEFEASANCE AND COVENANT DEFEASANCE........................... 64 Section 13.1. Company's Option to Effect Defeasance or Covenant Defeasance .......................................... 64 Section 13.2. Defeasance and Discharge............................. 64 Section 13.3. Covenant Defeasance ................................. 65 Section 13.4. Conditions to Defeasance or Covenant Defeasance ..... 65 Section 13.5. Deposited Money and Us Government Obligations to be Held in Trust; Miscellaneous Provisions .......... 67 Section 13.6. Reinstatement ....................................... 68 ARTICLE 14. CONVERSION OF SECURITIES .................................... 68 Section 14.1. Applicability of Article ............................ 68 Section 14.2. Exercise of Conversion Privilege .................... 68 Section 14.3. No Fractional Shares ................................ 70 Section 14.4. Adjustment of Conversion Price ...................... 70 Section 14.5. Notice of Certain Corporate Actions ................. 71 Section 14.6. Reservation of Shares of Common Stock ............... 71 Section 14.7. Payment of Certain Taxes Upon Conversion ............ 72 Section 14.8. Nonassessability .................................... 72 Section 14.9. Provision in Case of Consolidation, Merger or Sale of Assets ................................... 72 Section 14.10.Duties of Trustee Regarding Conversion .............. 73 Section 14.11.Repayment of Certain Funds Upon Conversion .......... 73 ARTICLE 15. DISTRIBUTION OF SECURITIES TO HOLDERS OF TRUST SECURITIES ... 74 Section 15.1. Distribution of Securities to Holders of Trust Securities .......................................... 74

-iv- INDENTURE, dated as of February 6, 2002, between Solectron Corporation, a corporation duly organized and existing under the State of Delaware (herein called the "Company"), having its principal executive office at 847 Gibraltar Drive, Milpitas, California 95035, and State Street Bank and Trust Company of California, N.A., a national banking association duly organized and existing under the laws of the United States of America, as Trustee (herein called the "Trustee"). RECITALS OF THE COMPANY The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (herein called the "Securities"), to be issued in one or more series as provided in this Indenture. All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done. NOW, THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof appertaining, 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. "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 regard to a Sale and Leaseback Transaction with respect to any property, at the time of determination, the lesser of: (a) the fair market value of such property (as determined in good faith by the Board of Directors of the Company); or (b) the present value of the total net amount of rent required to be paid under such lease during the remaining term thereof (including any period for which such lease has been extended), discounted at the rate of interest set forth or implicit in the terms of such lease (or, if not practicable to determine such rate, the rate of interest borne by the Securities, or in the case of Original Issue Discount Securities, the imputed interest rate) compounded semi-annually. In the case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount shall be the lesser of the net amount determined assuming termination upon the first date such lease may be terminated (in which case the net amount shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated) or the net amount determined assuming no such termination. "Authenticating Agent" means any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate Securities of one or more series. "Board of Directors" means either the board of directors of the Company or any duly authorized committee of that board empowered to act for it with respect to this Indenture. "Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. "Business Day," when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close. "Commission" means the Securities and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. -2- "Common Stock" includes any stock of any class of the Company which has no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which is not subject to redemption by the Company; provided, however, subject to the provisions of Section 14.9, shares issuable upon conversion of Securities shall include only shares of the class designated as Common Stock of the Company at the date of this Indenture or shares of any class or classes resulting from any reclassification or reclassifications thereof and which have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which are not subject to redemption by the Company; provided, further that if at any time there shall be more than one such resulting class, the shares of each such class then so issuable shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications. "Company" means the corporation named as the "Company" in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Company" shall mean such successor Person. "Company Request" or "Company Order" means a written request or order signed in the name of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or a Vice President, and by its principal financial officer, its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee. "Consolidated Net Tangible Assets" means, as of any particular time, the aggregate amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom: (a) all current liabilities (excluding any thereof which are by their terms extendible or renewable at the option of the obligor thereon to a time more than 12 months after the time as of which the amount thereof is being computed), and current maturities of debt that has a scheduled maturity more than 12 months after the date of its creation and of obligations under capital leases, (b) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles (other than capitalized unamortized product development costs, such as, without limitation, capitalized hardware and software development costs), to the extent included in said aggregate amount of assets and (c) appropriate adjustments on account of minority interests of other Persons holding stock of the Company's Subsidiaries, all as set forth on the most recent consolidated balance sheet of the Company and its subsidiaries and computed in accordance with generally accepted accounting principles. "Corporate Trust Office" means the corporate trust office of the Trustee at 633 West 5th Street, 12th Floor, Los Angeles, California 90071, Attention: Corporate Trust Department, or such other office, designated by the Trustee by written notice to the Company, at which at any particular time its corporate trust business shall be administered. "Corporation" means a corporation, association, company, joint-stock company or business trust. -3- "Covenant Defeasance" has the meaning specified in Section 13.3. "Declaration of Trust" means the declaration of trust among the Trust Trustees and the Company. "Defaulted Interest" has the meaning specified in Section 3.7. "Defeasance" has the meaning specified in Section 13.2. "Depositary" means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 3.1. "Equity Interests" means, with respect to the Trust, shares of capital stock of (or other ownership or profit interest in) the Trust, warrants, options or other rights for the purchase or other acquisition from the Trust of shares of capital stock of (or other ownership or profit interests in) the Trust, securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interest in) the Trust or warrants, rights or options for the purchase or other acquisition from the Trust of such shares (or such other interests), and other ownership or profit interests in the Trust (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination. "Event of Default" has the meaning specified in Section 5.1. "Exchange Act" means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time. "Expiration Date" has the meaning specified in Section 1.4. "Global Security" means a Security that evidences all or part of the Securities of any series and bears the legend set forth in Section 2.4 (or such legend as may be specified as contemplated by Section 3.1 for such Securities). "Holder" means a Person in whose name a Security is registered in the Security Register. "Indenture" means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively. The term "Indenture" shall also include the terms of particular series of Securities established as contemplated by Section 3.1; provided, however, that if at any time more than one Person is acting as Trustee under this Indenture due to the appointment of one or more separate Trustees for any one or more separate series of Securities, "Indenture" shall mean, with respect to such series of Securities for which any -4- such Person is Trustee, 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 and shall include the terms of particular series of Securities for which such Person is Trustee established as contemplated by Section 3.1, exclusive, however, of any provisions or terms which relate solely to other series of Securities for which such Person is not Trustee, regardless of when such terms or provisions were adopted, and exclusive of any provisions or terms adopted by means of one or more indentures supplemental hereto executed and delivered after such Person had become such Trustee, but to which such person, as such Trustee, was not a party; provided, further that in the event that this Indenture is supplemented or amended by one or more indentures supplemental hereto which are only applicable to certain series of Securities, the term "Indenture" for a particular series of Securities shall only include the supplemental indentures applicable thereto. "Interest," when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity. "Interest Payment Date," when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security. "Investment Company Act" means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time. "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. "Mortgage" has the meaning specified in Section 10.8. "Notice of Default" means a written notice of the kind specified in Section 5.1(4). "Officers' Certificate" means a certificate signed by the Chairman of the Board, a Vice Chairman of the Board, the President or a Vice President, and by the principal financial officer, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee. One of the officers signing an Officers' Certificate given pursuant to Section 10.4 shall be the principal executive, financial or accounting officer of the Company. "Opinion of Counsel" means a written opinion of counsel, who may be counsel for, or an employee of, the Company, and who shall be reasonably acceptable to the Trustee. "Original Issue Discount Security" means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2. "Outstanding," when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except -5- (1) Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation; (2) 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; (3) Securities as to which Defeasance has been effected pursuant to Section 13.2; and (4) Securities which have been paid pursuant to Section 3.6 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 5.2, (B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 3.1, (C) the principal amount of a Security denominated in one or more foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 3.1, of the principal amount of such Security (or, in the case of a Security described in Clause (A) or (B) above, of the amount determined as provided in such Clause), and (D) 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, 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 right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor. "Paying Agent" means any Person authorized by the Company to pay the principal of or any premium or interest on any Securities on behalf of the Company. -6- "Person" means any individual, corporation, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof. "Place of Payment," when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest on the Securities of that series are payable as specified as contemplated by Section 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. "Principal Property" means the land, improvements, buildings and fixtures (to the extent they constitute real property interests) (including any leasehold interest therein) constituting the principal corporate office of the Company, any manufacturing plant or any manufacturing facility (whether now owned or hereafter acquired) which is (a) owned or leased by the Company or any Subsidiary, (b) is located within any of the present 50 states of the United States of America (or the District of Columbia), (c) has not been determined in good faith by the Board of Directors of the Company not to be of material importance to the business conducted by the Company and its subsidiaries, taken as a whole, and (d) has a book value on the date of which the determination is being made of in excess of 1% of Consolidated Net Tangible Assets of the Company as most recently determined on or prior to such date (including for purposes of such calculation the land, improvements, buildings and such fixtures comprising such office, plant or facility, as the case may be). "Record Date" means any Regular Record Date or Special Record Date. "Redemption Date," when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture. "Redemption Price," when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture. "Regular Record Date" for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 3.1. "Restricted Subsidiary" means any Subsidiary which owns any Principal Property; provided, however, that the term "Restricted Subsidiary" shall not include any Subsidiary which is engaged primarily in financing receivables or which is otherwise engaged primarily in the finance business including, without limitation thereto, financing the operations of, or the purchase of products which are products of or incorporate products of, the Company and/or its Subsidiaries; provided, further, that the term "Restricted Subsidiary" shall not include any Subsidiary less than 80% of the voting stock of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries if the common stock of such Subsidiary is traded on any national securities exchange or quoted on the Nasdaq National Market or over the counter. -7- "Sale and Leaseback Transaction" means any arrangement with any Person providing for the leasing by the Company or any Restricted Subsidiary of any Principal Property which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person, other than any such transaction involving a lease for a term of not more than three years or any such transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries. "Secured Debt" has the meaning specified in Section 10.8. "Securities" has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture. "Securities Act" means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time. "Security Register" and "Security Registrar" have the respective meanings specified in Section 3.5. "Special Record Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.7. "Stated Maturity," when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable. "Subsidiary" means, with respect to any Person, (i) any corporation of which more than 66-2/3% of the outstanding voting stock is at the time, and (ii) any partnership of which more than 66-2/3% of the equity capital or profit interest is at the time, owned, directly or indirectly, by the Company, by one or more other Subsidiaries or by the Company and one or more Subsidiaries. For the purposes of this definition, "voting stock" means stock which ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency. "Trust" means Solectron Capital Trust I, a statutory business trust formed under the Delaware Business Trust Act and governed by a Declaration of Trust among the Trust Trustees and the Company. "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act" means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended. "Trust Securities" means any trust preferred securities or trust common securities issued by the Trust. -8- "Trust Trustees" means the Trustee and two individuals who are officers or employees of the Company (such persons to be deemed "regular trustees"). "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, and if at any time there is more than one such Person, "Trustee" as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series. "U.S. Government Obligation" has the meaning specified in Section 13.4. "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." 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 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 or she has made such examination or investigation as is necessary to enable him or her 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 Person, or that they be so certified or covered by only one document, but -9- one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his or her 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. 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 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. The Trustee shall promptly deliver to the Company copies of all such instrument or instruments delivered to the Trustee. 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. 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 or her the execution thereof. Where such execution is by a signer acting in a capacity other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her 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. The ownership of Securities shall be proved by the Security Register. -10- Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security. The Company may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any request, demand, authorization, direction, vote, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities of such series, 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 of the relevant series 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 of such series 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 canceled 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 of the relevant series 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 of the relevant series 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 of any series 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, in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series 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 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 of such series 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 canceled 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 of the relevant series 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 -11- Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series 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 dates 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 of the relevant series 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 (or by facsimile transmissions, provided that oral confirmation of receipt shall have been received) to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Department, or (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in 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, Attention: Chief Financial Officer. 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, or delivered by hand or overnight courier to each Holder affected by such event, at its 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. Neither the failure to mail or deliver by hand or overnight courier any such notice, nor any defect in any such notice so mailed or delivered by hand or overnight courier, to any particular Holder shall affect the sufficiency of such -12- 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 to be 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. 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 LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO SUCH STATE'S CONFLICTS OF LAWS PRINCIPLES. -13- SECTION 1.13. LEGAL HOLIDAYS. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security or the last date on which a Holder has the right to convert a Security at a particular conversion price shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of any Security which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if any) or, if applicable to a particular series of Securities, conversion 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, at the Stated Maturity or on such last day for conversion, as the case may be. SECTION 1.14. INDENTURE AND SECURITIES SOLELY CORPORATE OBLIGATIONS. No recourse for the payment of the principal of or premium, if any, or interest on any Security, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company in this Indenture or in any supplemental indenture or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, employee, agent, officer, or director or subsidiary, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Securities. SECTION 1.15. INDENTURE MAY BE EXECUTED IN COUNTERPARTS. This instrument may by executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instruments. ARTICLE 2. SECURITY FORMS SECTION 2.1. FORMS GENERALLY. The Securities of each series shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant -14- to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 for the authentication and delivery of such Securities. Any such Board Resolution or record of such action shall have attached thereto a true and correct copy of the form of Security referred to therein approved by or pursuant to such Board Resolution. 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. [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER.] SOLECTRON CORPORATION -------------------------------------------------------------------- NO. _____ $___________ CUSIP: ___________ Solectron Corporation, a corporation duly organized and existing under the laws of Delaware (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ____________, or registered assigns, the principal sum of _____________ Dollars on _____________________________ [IF THE SECURITY IS TO BEAR INTEREST PRIOR TO MATURITY, INSERT -, and to pay interest thereon from __________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on ___________ and __________ in each year, commencing _________., at the rate of ___% per annum, until the principal hereof is paid or made available for payment [IF APPLICABLE, INSERT -, provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the ______ or ______ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted -15- Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, INSERT - The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. [Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.]] Payment of the principal of (and premium, if any) and [IF APPLICABLE, INSERT - any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in _______, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [IF APPLICABLE, INSERT -; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register]. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee 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. Dated: __________________ SOLECTRON CORPORATION By:_________________________________ Title:______________________________ ATTEST: ___________________________ -16- SECTION 2.3. FORM OF REVERSE OF SECURITY. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of __________ (herein called the "Indenture," which term shall have the meaning assigned to it in such instrument), between the Company and State Street Bank and Trust Company of California, N.A., as Trustee (herein called the "Trustee," which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [IF APPLICABLE, INSERT -, limited in aggregate principal amount to $________]. [IF APPLICABLE, INSERT - The Securities of this series are subject to redemption upon not less than [IF APPLICABLE, INSERT - 30] days' notice by mail, [IF APPLICABLE, INSERT - (1) on __________ in any year commencing with the year ________ and ending with the year ________ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [IF APPLICABLE, INSERT - on or after __________, 20__], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [IF APPLICABLE, INSERT - on or before __________, ___%, and if redeemed] during the 12-month period beginning ____________ of the years indicated,

YEAR REDEMPTION PRICE YEAR REDEMPTION PRICE ---- ---------------- ---- ----------------

and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption [IF APPLICABLE, INSERT - (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [IF APPLICABLE, INSERT - The Securities of this series are subject to redemption upon not less than [if applicable, insert 30] days' notice by mail, (1) on __________ in any year commencing with the year _____ and ending with the year _____ through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [IF APPLICABLE, INSERT - on or after __________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning __________ of the years indicated, -17-

REDEMPTION PRICE FOR REDEMPTION PRICE FOR REDEMPTION OTHERWISE THAN REDEMPTION THROUGH THROUGH OPERATION YEAR OPERATION OF THE SINKING FUND OF THE SINKING FUND ---- ----------------------------- -------------------

and thereafter at a Redemption Price equal to ____% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [IF APPLICABLE, INSERT - Notwithstanding the foregoing, the Company may not, prior to __________, redeem any Securities of this series as contemplated by [IF APPLICABLE, INSERT - Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than ___% per annum.] [IF APPLICABLE, INSERT - The sinking fund for this series provides for the redemption on __________ in each year beginning with the year ______ and ending with the year ______ of [IF APPLICABLE, INSERT - not less than $_______ ("mandatory sinking fund") and not more than] $_______ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [IF APPLICABLE, INSERT - mandatory] sinking fund payments may be credited against subsequent [IF APPLICABLE, INSERT - mandatory] sinking fund payments otherwise required to be made [IF APPLICABLE, INSERT -, in the inverse order in which they become due].] [IF THE SECURITY IS SUBJECT TO REDEMPTION OF ANY KIND, INSERT - In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [IF APPLICABLE, INSERT - The Indenture contains provisions for defeasance at any time of [the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance with certain conditions set forth in the Indenture.] [IF THE SECURITY IS CONVERTIBLE INTO COMMON STOCK OF THE COMPANY, INSERT - Subject to the provisions of the Indenture, the Holder of this Security is entitled, at its option, at any time on or before [insert date] (except that, in case this Security or any portion hereof shall be called for redemption, such right shall terminate with respect to this Security or portion hereof, as the case may be, so called for redemption at the close of business on the first Business Day next preceding the date fixed for redemption as provided in the Indenture unless the Company defaults in making the -18- payment due upon redemption), to convert the principal amount of this Security (or any portion hereof which is $1,000 or an integral multiple thereof), into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of the Common Stock of the Company, as said shares shall be constituted at the date of conversion, at the conversion price of $______ principal amount of Securities for each share of Common Stock, or at the adjusted conversion price in effect at the date of conversion determined as provided in the Indenture, upon surrender of this Security, together with the conversion notice hereon duly executed, to the Company at the designated office or agency of the Company in __________, accompanied (if so required by the Company) by instruments of transfer, in form satisfactory to the Company and to the Trustee, duly executed by the Holder or by its duly authorized attorney in writing. Such surrender shall, if made during any period beginning at the close of business on a Regular Record Date and ending at the opening of business on the Interest Payment Date next following such Regular Record Date (unless this Security or the portion being converted shall have been called for redemption on a Redemption Date during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day), also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an installment of interest (with certain exceptions provided in the Indenture), no adjustment is to be made on conversion for interest accrued hereon or for dividends on shares of Common Stock issued on conversion. The Company is not required to issue fractional shares upon any such conversion, but shall make adjustment therefor in cash on the basis of the current market value of such fractional interest as provided in the Indenture. The conversion price is subject to adjustment as provided in the Indenture. In addition, the Indenture provides that in case of certain consolidations or mergers to which the Company is a party or the sale of substantially all of the assets of the Company, the Indenture shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the consolidation, merger or sale by a holder of the number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger or sale (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares). In the event of conversion of this Security in part only, a new Security or Securities for the unconverted portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof.] [IF THE SECURITY IS CONVERTIBLE INTO OTHER SECURITIES OF THE COMPANY, SPECIFY THE CONVERSION FEATURES.] [IF THE SECURITY IS NOT AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT - If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities -19- of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT - If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to -- INSERT FORMULA FOR DETERMINING THE AMOUNT. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of more than 50% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 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 any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. -20- As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $______ and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 2.4. FORM OF LEGEND FOR GLOBAL SECURITIES. Unless otherwise specified as contemplated by Section 3.1 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. -21- SECTION 2.5. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificates of authentication shall be in substantially the following form: This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture. STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A. as Trustee By:_________________________________ Authorized Officer -22- SECTION 2.6. FORM OF CONVERSION NOTICE. Conversion notices shall be in substantially the following form: To Solectron Corporation: The undersigned owner of this Security hereby irrevocably exercises the option to convert this Security, or portion hereof (which is $1,000 or an integral multiple thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and any Securities representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption on a Redemption Date during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect hereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Principal Amount to be Converted (in integral multiple of $1,000, if less than all): U.S. $_____________. Dated: _____________________ Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17Ad-15. _____________________________________ Signature Guaranty -23- Fill in for registration of shares of Common Stock and Security if to be issued otherwise than to the registered Holder. _______________________________ _____________________________________ (Name) Social Security or Other Taxpayer Identification Number _______________________________ (Address) _______________________________ Please print Name and Address (including zip code number) [The above conversion notice is to be modified, as appropriate, for conversion into other securities or property of the Company.] ARTICLE 3. THE SECURITIES SECTION 3.1. AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, (1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series); (2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder); (3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest; -24- (4) the date or dates on which the principal of any Securities of the series is payable; (5) the rate or rates at which any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any such interest payable on any Interest Payment Date; (6) the place or places where the principal of and any premium and interest on any Securities of the series shall be payable; (7) the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced; (8) the obligation, if any, of the Company to redeem or purchase any Securities of the series pursuant to any sinking fund or analogous provisions or at the option of the Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; (9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any Securities of the series shall be issuable; (10) if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined; (11) if other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of "Outstanding" in Section 1.1; (12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined); -25- (13) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2; (14) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined); (15) if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 13.2 or Section 13.3 or both such Sections and, if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced; (16) if applicable, the terms of any right to convert Securities of the series into shares of Common Stock of the Company or other securities or property; (17) if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.4 and any circumstances in addition to or in lieu of those set forth in Clause (2) of the last paragraph of Section 3.5 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof; (18) any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.2; (19) any addition to or change in the covenants set forth in Article 10 which applies to Securities of the series; and (20) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.1(5)). All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers' Certificate referred to above or in any such indenture supplemental hereto. -26- If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of the series. SECTION 3.2. DENOMINATIONS. The Securities of each series shall be issuable only in registered form without coupons and only in such denominations as shall be specified as contemplated by Section 3.1. In the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof. SECTION 3.3. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its principal financial officer, its President or one of its Vice Presidents, attested by its Treasurer, Secretary or one of its Assistant Treasurers or Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully protected in relying upon, a copy of such Board Resolution, the Officers' Certificate setting forth the terms of the series and an Opinion of Counsel, with such Opinion of Counsel stating, (1) if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.1, that such form has been established in conformity with the provisions of this Indenture; (2) if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.1, that such terms have been established in conformity with the provisions of this Indenture; and -27- (3) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers' Certificate otherwise required pursuant to Section 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. 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. 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. Neither the Company nor the Trustee shall have any responsibility for any defect in the CUSIP number that appears on any Security, check, advice of payment or redemption notice, and any such document may contain a statement to the effect that CUSIP numbers have been assigned by an independent service for convenience of reference and that neither the Company nor the Trustee shall be liable for any inaccuracy in such numbers. SECTION 3.4. TEMPORARY SECURITIES. Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities. -28- If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor. SECTION 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 of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange 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 its 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. -29- If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 11.3 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities: (1) Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. (2) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Security or (C) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 3.1. (3) Subject to Clause (2) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. (4) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 3.4, 3.6, 9.6 or 11.7 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. SECTION 3.6. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES. If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If 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 either of them harmless, then, in the absence of notice -30- to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security of any series issued pursuant to this Section in lieu of any 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 of that series duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. SECTION 3.7. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. Except as otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount -31- proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities of such series 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 of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). (2) The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee. Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. Subject to the provisions of Section 14.2, in the case of any Security (or any part thereof) which is converted after any Regular Record Date and on or prior to the next succeeding Interest Payment Date (other than any Security the principal of (or premium, if any, on) which shall become due and payable, whether at Stated Maturity or by declaration of acceleration prior to such Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall be payable on such Interest Payment Date notwithstanding such conversion and such interest (whether or not punctually paid or duly provided for) shall be paid to the Person in whose name that Security (or any one or more Predecessor Securities) is registered at the close of business on such Regular Record Date. Except as otherwise expressly provided in the immediately preceding sentence or in Section 14.2, in the case of any Security (or any part thereof) which is converted, interest whose Stated Maturity is after the date of conversion of such Security (or such part thereof) shall not be payable. -32- 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 any premium and (subject to Section 3.7) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. SECTION 3.9. CANCELLATION. All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly canceled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section, except as expressly permitted by this Indenture. All canceled Securities held by the Trustee shall be disposed of as directed by a Company Order. SECTION 3.10. COMPUTATION OF INTEREST. Except as otherwise specified as contemplated by Section 3.1 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months. ARTICLE 4. SATISFACTION AND DISCHARGE SECTION 4.1. SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (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 -33- theretofore been deposited in trust or segregated and held in trust by the Trustee or 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 money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and (3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 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 and the last paragraph of Section 10.3 shall survive. SECTION 4.2. APPLICATION OF TRUST MONEY. Subject to the provisions of the last paragraph of Section 10.3, all money deposited with the Trustee pursuant to Section 4.1 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with the Trustee. -34- ARTICLE 5. REMEDIES SECTION 5.1. EVENTS OF DEFAULT. "Event of Default," wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days; or (2) default in the payment of the principal of or any premium on any Security of that series at its Maturity; or (3) default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series; or (4) default in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or (5) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; or (6) the commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or -35- proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action; or (7) any other Event of Default provided with respect to Securities of that series. SECTION 5.2. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If an Event of Default (other than an Event of Default specified in Section 5.1(5) or 5.1(6)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 5.1(5) or 5.1(6) with respect to Securities of any series at the time Outstanding occurs, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest on all Securities of that series, (B) the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities, -36- (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 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 (or premium, if any, on) any Security at the Maturity thereof, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. SECTION 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 and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby -37- 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. No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; 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 any premium or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: FIRST: To the payment of all amounts due the Trustee under Section 6.7; and SECOND: To the payment of the amounts then due and unpaid for principal of and any premium, if any, and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and any premium, if any, and interest, respectively. THIRD: The balance, if any, to the Company or any other Person or Persons entitled thereto. SECTION 5.7. LIMITATION ON SUITS. No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless -38- (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders. SECTION 5.8. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST AND TO CONVERT. 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 any premium and (subject to Section 3.7) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date), to convert such Securities in accordance with Article 14 to the extent that such right to convert is applicable to such Security 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. -39- 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 (subject to the limitations contained in this Indenture) or by the Holders, as the case may be. SECTION 5.12. CONTROL BY HOLDERS. The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that (1) such direction shall not be in conflict with any rule of law or with this Indenture and the Trustee shall not have determined that the action so directed would be unjustly prejudicial to Holders of Securities of that series, or any other series, not taking part in such direction; and (2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction or this Indenture. SECTION 5.13. WAIVER OF PAST DEFAULTS. The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except (1) a default in the payment of the principal of or any premium or interest on any Security of such series, or (2) to the extent such right is applicable to such Security, a failure by the Company on request to convert any Security into Common Stock; or -40- (3) in respect of a covenant or provision hereof which under Article 9 cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected. Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. SECTION 5.14. UNDERTAKING FOR COSTS. In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company or in any suit for the enforcement of the right to convert any Security in accordance with Article 14. 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. ARTICLE 6. THE TRUSTEE SECTION 6.1. CERTAIN DUTIES AND RESPONSIBILITIES. The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. -41- SECTION 6.2. NOTICE OF DEFAULTS. If a default occurs hereunder with respect to Securities of any series, the Trustee shall give the Holders of Securities of such series notice of such default as and to the extent provided by the Trust Indenture Act; provided, however, that in the case of any default of the character specified in Section 5.1(4) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term "default" means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series. SECTION 6.3. CERTAIN RIGHTS OF TRUSTEE. Subject to the provisions of Section 6.1: (1) 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; (2) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution; (3) 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) is entitled to and may, in the absence of bad faith on its part, rely upon an Officers' Certificate; (4) 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; (5) 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; (6) 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 -42- 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 (7) 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 neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity, sufficiency or priority of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof. SECTION 6.5. MAY HOLD SECURITIES AND ACT AS TRUSTEE UNDER OTHER INDENTURES. The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent. Subject to the limitations imposed by the Trust Indenture Act, nothing in this Indenture shall prohibit the Trustee from becoming and acting as trustee under other indentures under which other securities, or certificates of interest of participation in other securities, of the Company are outstanding in the same manner as if it were not Trustee hereunder. 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); -43- (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 or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. SECTION 6.8. CONFLICTING INTERESTS. If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. 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 this Indenture with respect to Securities of more than one series. SECTION 6.9. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has (or if the Trustee is a member of a bank holding company system, its bank holding company has) a combined capital and surplus of at least $50,000,000. If any such Person or bank holding company 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 or bank holding company 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 of any series shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. SECTION 6.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. 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. The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving -44- of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company. If at any time: (1) the Trustee shall fail to comply with Section 6.8 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or (2) the Trustee shall cease to be eligible under Section 6.9 and shall fail to resign after written request therefor by the Company or by any such Holder, or (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (A) the Company by a Board Resolution may remove the Trustee with respect to all Securities, or (B) 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 with respect to all Securities and the appointment of a successor Trustee or Trustees. If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 6.11. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.11, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 6.11, the retiring Trustee may petition, or any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. -45- The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 1.6. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. SECTION 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. -46- 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 the first or second preceding paragraph, as the case may be. 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 business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. SECTION 6.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor). SECTION 6.14. APPOINTMENT OF AUTHENTICATING AGENT. The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 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 (or if the Authenticating Agent is a member of a bank holding company system, its bank holding company has) 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 -47- Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice 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 of Securities of the series with respect to which such Authenticating Agent will serve. 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 with respect to one or more series is made pursuant to this Section 6.12, the Securities of such series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternative certificate of authentication in the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A. By: ------------------------------ As Authenticating Agent By: ------------------------------ Authorized Officer -48- 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 (1) semi-annually, not later than 15 days after the Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of each series as of such Regular Record Date, as the case may be, and (2) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; provided that no such list need be furnished by the Company to the Trustee so long as the Trustee is acting as Security Registrar. SECTION 7.2. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS. 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. The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act. Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act. SECTION 7.3. REPORTS BY TRUSTEE. The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. Reports so required to be transmitted at stated intervals of not more than 12 months shall be transmitted no later than July 1 in each calendar year, commencing with the first July 1 after the first issuance of Securities pursuant to this Indenture. -49- 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 the Trust Indenture Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is 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 (in a transaction in which the Company is not the surviving corporation) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless: (1) in case the Company shall consolidate with or merge into another Person (in a transaction in which the Company is not the surviving corporation) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a corporation, limited liability company, partnership or trust, shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed and the conversion rights shall be provided for in accordance with Article 14, if applicable, or as otherwise specified pursuant to Section 3.1, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person (if other than the Company) formed by such consolidation or into which the Company shall have been merged or by the Person which shall have acquired the Company's assets; (2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of -50- such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. SECTION 8.2. SUCCESSOR SUBSTITUTED. Upon any consolidation of the Company with, or merger of 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, or successive successions, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or -51- (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or (5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 201 and 301; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or (9) to make provision with respect to the conversion rights of Holders pursuant to the requirements of Article 14, including providing for the conversion of the securities into any security (other than the Common Stock of the Company) or property of the Company; or (10) 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 (10) shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or (11) to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Articles Four and Thirteen, provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect. SECTION 9.2. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With the consent of the Holders of a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any -52- 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 of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 5.13 or Section 10.10, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 10.10, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8), or (4) if applicable, make any change that adversely affects the right to convert any security as provided in Article 14 or pursuant to Section 3.1 (except as permitted by Section 9.1(9)) or decrease the conversion rate or increase the conversion price of any such security. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. -53- 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 Sections 601 and 603) 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 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. SECTION 9.6. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. ARTICLE 10. COVENANTS SECTION 10.1. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of and any premium and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture. -54- SECTION 10.2. MAINTENANCE OF OFFICE OR AGENCY. The Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series may be surrendered for conversion and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such 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. Unless otherwise provided in a supplemental indenture or pursuant to Section 3.1 hereof, the Place of Payment for any series of Securities shall be the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. SECTION 10.3. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST. If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, on or prior to each due date of the principal of or any premium or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, upon the written request of -55- the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on any Security of any series and remaining unclaimed for a period ending on the earlier of the date that is ten Business Days prior to the date such money would escheat to the State or two years after such principal, premium or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in each Place of Payment, 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. 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 this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge. The fiscal year of the Company currently ends on December 31; and the Company will give the Trustee prompt written notice of any change of its fiscal year. SECTION 10.5. EXISTENCE. Subject to Article 8, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence. -56- SECTION 10.6. MAINTENANCE OF PROPERTIES. The Company will cause all properties used or useful in the conduct of its business to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as, and to the extent, in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section shall prevent the Company from discontinuing the operation or maintenance of any of such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business and not disadvantageous in any material respect to the Holders. SECTION 10.7. PAYMENT OF TAXES AND OTHER CLAIMS. The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon the Company upon the income, profits or property of the Company, and (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of the Company; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim (i) whose amount, applicability or validity is being contested in good faith by appropriate proceedings or (ii) if the failure to pay or discharge would not have a material adverse effect on the assets, business, operations, properties or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole. SECTION 10.8. LIMITATION ON LIENS. The Company shall not, and shall not permit any Restricted Subsidiary to, issue, incur, create, assume or guarantee any Secured Debt (as defined below) without in any such case effectively providing concurrently with the issuance, incurrence, creation, assumption or guaranty of any such Secured Debt, or the grant of such mortgage (as defined below), that the Securities (together with, if the Company shall so determine, any other indebtedness of or guarantee by the Company or such Restricted Subsidiary ranking equally with the Securities) shall be secured equally and ratably with (or, at the option of the Company, prior to) such Secured Debt. The foregoing restriction, however, shall not apply to: (a) mortgages on property, shares of stock or indebtedness or other assets of any corporation existing at the time such corporation becomes a Restricted Subsidiary, provided that such mortgages or liens are not incurred in anticipation of such corporation becoming a Restricted Subsidiary; (b) mortgages on property, shares of stock or indebtedness or other assets existing at the time of acquisition thereof by the Company or a Restricted Subsidiary (which may include property previously leased by the Company or a Restricted Subsidiary and leasehold interests thereon, provided that the lease terminates prior to the acquisition) or mortgages thereon to secure the payment of all or any part of the purchase price thereof, or mortgages on property, shares of stock or indebtedness or other assets to secure any debt incurred prior to, at the time of, or within 180 days after, the latest of the acquisition thereof or, in the case of property, the completion of construction, the completion of improvements or the commencement of substantial commercial operation of such property for the purpose of financing all or any part of the purchase -57- price thereof, such construction or the making of such improvements; (c) mortgages to secure indebtedness owing to the Company or to a Restricted Subsidiary; (d) mortgages existing at the date of this Indenture; (e) mortgages on property of a Person existing at the time such Person is merged into or consolidated with the Company or a Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to the Company or a Restricted Subsidiary, provided that such mortgage was not incurred in anticipation of such merger or consolidation or sale, lease or other disposition; (f) mortgages in favor of the United States of America or any state, territory or possession thereof (or the District of Columbia), or any department, agency, instrumentality or political subdivision of the United States of America or any state, territory or possession thereof (or the District of Columbia), to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of constructing or improving the property subject to such mortgages; or (g) extensions, renewals or replacements of any mortgage referred to in the foregoing clauses (a) through (f) (including successive extensions, renewals and replacements); provided, however, that mortgages permitted by any of the foregoing clauses (a) through (f) shall not extend to or cover any other Principal Property of the Company or any Restricted Subsidiary or any shares of stock or indebtedness of any such Restricted Subsidiary, other than the property, including improvements thereto, stock or indebtedness specified in such clauses. For purposes of this Section 10.8: (i) "Secured Debt" means any debt for borrowed money secured by a mortgage upon any Principal Property or upon any shares of stock or indebtedness for borrowed money or evidenced by a bond, note, debenture or similar instrument of any Restricted Subsidiary owned by the Company or a Restricted Subsidiary (whether such Principal Property, shares or indebtedness are now existing or owed or hereafter created or acquired); and (ii) "mortgage" means a mortgage, security interest, pledge, lien, charge or other encumbrance. Notwithstanding the restrictions outlined in the preceding paragraph, the Company or any Restricted Subsidiary may issue, incur, create, assume or guarantee Secured Debt which would otherwise be subject to such restrictions, without equally and ratably securing the Securities, provided that after giving effect thereto, the aggregate amount of all Secured Debt then outstanding (not including mortgages permitted under any of clauses (a) through (g) above) plus Attributable Debt of the Company and Restricted Subsidiaries in respect of Sale and Leaseback Transactions entered into after the date of original issuance of the Securities (other than any Sale and Leaseback Transaction permitted under clause (b) of Section 10.9 and other than any Sale and Leaseback Transaction with respect to any Principal Property as to which the Company or a Restricted Subsidiary would be entitled to incur indebtedness secured by a mortgage on such Principal Property at least equal in amount to the Attributable Debt with respect to such Sale and Leaseback Transaction under any of clauses (a) through (g) above) does not at the time such debt is issued, -58- incurred, created, assumed or guaranteed exceed an amount equal to 10% of the Consolidated Net Tangible Assets of the Company. SECTION 10.9. LIMITATIONS ON SALE AND LEASEBACK TRANSACTIONS. The Company shall not, nor shall it permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Principal Property, unless: (a) the Company or such Restricted Subsidiary would be entitled to incur Secured Debt on the Principal Property involved in such transaction at least equal in amount to the Attributable Debt with respect to such Sale and Leaseback Transaction, without equally and ratably securing the Securities, pursuant to the limitation on liens described in Section 10.8; or (b) the Company shall apply an amount equal to the greater of the net proceeds of such sale, the fair market value of such property at the time of such sale (as determined in good faith by the Company) or the Attributable Debt with respect to such Sale and Leaseback Transaction within 180 days of such sale to either (or a combination of) (i) the retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of debt for borrowed money of the Company or a Restricted Subsidiary that has a scheduled maturity more than 12 months after its creation or (ii) the purchase, construction, improvement or development of other comparable property. SECTION 10.10. COVENANT APPLICABLE TO ISSUANCE OF SECURITIES TO THE COMPANY'S TRUST. In the event the Company issues Securities under this Indenture to the Trust or a Trust Trustee in connection with the issuance by the Trust of Trust Securities, for so long as any Trust Securities remain outstanding (as such term shall be defined in the declaration of trust relating to the issuance of the Trust Securities), the Company shall: (a) maintain 100% ownership, whether directly or indirectly, of the Equity Interests of such Trust; provided, however, that any Person who succeeds the Company under the terms of the relevant indenture may succeed to the Company's ownership of such Equity Interests; and (b) use its reasonable efforts to cause the Trust to: (i) remain a statutory business trust, as defined in the Delaware Business Trust Act, except in connection with the distribution of the Securities, the redemption of all of the Trust Securities of the Trust, or certain mergers, consolidations or amalgamations, each as permitted by the Declaration of Trust; (ii) otherwise continue not to be treated as an association taxable as a corporation or partnership for United States federal income tax purposes; and (iii) use its reasonable efforts to cause each holder of Trust Securities to be treated as owning an individual beneficial interest in the Securities. -59- SECTION 10.11. WAIVER OF CERTAIN COVENANTS. Except as otherwise specified as contemplated by Section 3.1 for Securities of such series, the Company may, with respect to the Securities of any series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section 3.1(19), 9.1(2), 10.6, 10.7, 10.8, 10.9 or 10.10 for the benefit of the Holders of such series if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. ARTICLE 11. REDEMPTION OF SECURITIES SECTION 11.1. APPLICABILITY OF ARTICLE. Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 3.1 for such Securities) in accordance with this Article. SECTION 11.2. ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election of the Company to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 3.1 for such Securities. In case of any redemption at the election of the Company of less than all the Securities of any series (including any such redemption affecting only a single Security), the Company shall, at least 45 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with such restriction. SECTION 11.3. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED. If less than all the Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 45 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by lot, or in the Trustee's discretion, on a pro-rata basis, provided that the unredeemed portion of the principal amount of any Security shall be in an authorized -60- denomination (which shall not be less than the minimum authorized denomination) for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 45 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence. If any Security selected for partial redemption is converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been converted during a selection of Securities to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such selection. The Trustee shall promptly notify the Company in writing of the Securities selected for redemption as aforesaid and, in case of any Securities selected for partial redemption as aforesaid, the principal amount thereof to be redeemed. The provisions of the two preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. 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, unless a shorter period is specified in the Securities to be redeemed, to each Holder of Securities to be redeemed, at its address appearing in the Security Register. All notices of redemption shall state: (1) the Redemption Date, (2) the Redemption Price (including accrued interest, if any), (3) if less than all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed, the identification (and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and, -61- if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal amount of the particular Security to be redeemed, (4) 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, (5) the place or places where each such Security is to be surrendered for payment of the Redemption Price, (6) if applicable, the conversion price, the date on which the right to convert the principal of the Securities or the portions thereof to be redeemed will terminate, and the place or places where such Securities may be surrendered for conversion, and (7) that the redemption is for a sinking fund, if such is the case. 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 and shall be irrevocable. SECTION 11.5. DEPOSIT OF REDEMPTION PRICE. On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.3) an 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. If any Security called for redemption is converted, any money deposited with the Trustee or with a Paying Agent or so segregated and held in trust for the redemption of such Security shall (subject to the right of any Holder of such Security to receive interest as provided in the last paragraph of Section 3.7) be paid to the Company on Company Request, or if then held by the Company, shall be discharged from such trust. SECTION 11.6. SECURITIES PAYABLE ON REDEMPTION DATE. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 3.1, installments of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or -62- 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 and any premium 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 its attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. ARTICLE 12. SINKING FUNDS SECTION 12.1. APPLICABILITY OF ARTICLE. The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated by Section 3.1 for such Securities. The minimum amount of any sinking fund payment provided for by the terms of any Securities is herein referred to as a "mandatory sinking fund payment," and any payment in excess of such minimum amount provided for by the terms of such Securities is herein referred to as an "optional sinking fund payment." If provided for by the terms of any Securities, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.2. Each sinking fund payment shall be applied to the redemption of Securities as provided for by the terms of such Securities. SECTION 12.2. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES. The Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to any Securities of such series required to be made pursuant to the terms of such Securities as and to the extent provided for by the terms of such Securities; provided that the Securities to be so credited have not -63- been previously so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee at the Redemption Price, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. SECTION 12.3. REDEMPTION OF SECURITIES FOR SINKING FUND. Not less than 60 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 12.2 and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.6 and 11.7. ARTICLE 13. DEFEASANCE AND COVENANT DEFEASANCE SECTION 13.1. COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE. The Company may elect, at its option at any time, to have Section 13.2 or Section 13.3 applied to any Securities or any series of Securities, as the case may be, designated pursuant to Section 3.1 as being defeasible pursuant to such Section 13.2 or 13.3, in accordance with any applicable requirements provided pursuant to Section 3.1 and upon compliance with the conditions set forth below in this Article. Any such election shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 3.1 for such Securities. SECTION 13.2. DEFEASANCE AND DISCHARGE. Upon the Company's exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 13.4 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: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such Section, payments in respect of the principal of and -64- any premium and interest on such Securities when payments are due, (2) the Company's obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3, and, if applicable, Article 14, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 13.3 applied to such Securities. SECTION 13.3. COVENANT DEFEASANCE. Upon the Company's exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be: (1) the Company shall be released from its obligations under Section 8.1, Sections 10.6 through 10.9, inclusive, and any covenants provided pursuant to Section 3.1(19) or 9.1(2) or for the benefit of the Holders of such Securities and (2) the occurrence of any event specified in Section 8.1 or Section 5.1(4) (with respect to any of Sections 10.6 through 10.9, inclusive, and any such covenants provided pursuant to Section 3.1(19) or 9.1(2)), 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 13.4 are satisfied (hereinafter called "Covenant Defeasance"). For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Company 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 (to the extent so specified in the case of Section 5.1(4)), 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 13.4. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. The following shall be the conditions to the application of Section 13.2 or Section 13.3 to any Securities or any series of Securities, as the case may be: (1) 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 agrees to comply with the provisions of this Article 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 benefits 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 -65- (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, and which shall be applied by the Trustee (or any such other qualifying 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 such Securities. As used herein, "U.S. Government Obligation" means (x) any security which is (i) a direct obligation of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation 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 (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in Clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held, 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 depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt (2) In the event of an election to have Section 13.2 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this instrument, there has been a change in the applicable Federal income tax law, in either case (A) or (B) 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 amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur. (3) In the event of an election to have Section 13.3 apply to any Securities or any series of Securities, as the case may be, 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 the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to Federal income tax on the same -66- amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. (4) The Company shall have delivered to the Trustee an Officers' Certificate to the effect that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. (5) 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 Sections 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) (6) 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). (7) 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. (8) 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 unless such trust shall be registered under such Act or exempt from registration thereunder. (9) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. SECTION 13.5. DEPOSITED MONEY AND US GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; 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 and Section 13.6, the Trustee and any such other trustee are referred to collectively as the "Trustee") pursuant to Section 13.4 in respect of any 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 such 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 any premium and interest, but money so held in trust 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 -67- to Section 13.4 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 Outstanding Securities. Anything in this Article 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 13.4 with respect to any Securities 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 the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities. SECTION 13.6. 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 13.2 or 13.3 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 permitted to apply all money held in trust pursuant to Section 13.5 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. ARTICLE 14. CONVERSION OF SECURITIES SECTION 14.1. APPLICABILITY OF ARTICLE. The provisions of this Article shall be applicable to the Securities of any series which are convertible into shares of Common Stock of the Company, and the issuance of such shares of Common Stock upon the conversion of such Securities, except as otherwise specified as contemplated by Section 3.1 for the Securities of such series. SECTION 14.2. EXERCISE OF CONVERSION PRIVILEGE. In order to exercise a conversion privilege, the Holder of a Security of a series with such a privilege shall surrender such Security to the Company at the office or agency maintained for that purpose pursuant to Section 10.2, accompanied by a duly executed conversion notice to the Company substantially in the form set forth in Section 2.6 stating that the Holder elects to convert such Security or a specified portion thereof. Such notice shall also state, if different from the name and address of such Holder, the name or names (with address) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued. Securities surrendered for conversion shall (if so required by the Company or the Trustee) be duly endorsed by -68- or accompanied by instruments of transfer in forms satisfactory to the Company and the Trustee duly executed by the registered Holder or its attorney duly authorized in writing; and Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of Section 3.7 relating to the payment of Defaulted Interest by the Company. As promptly as practicable after the receipt of such notice and of any payment required pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officers' Certificate, or established in one or more indentures supplemental hereto setting forth the terms of such series of Security, and the surrender of such Security in accordance with such reasonable regulations as the Company may prescribe, the Company shall issue and shall deliver, at the office or agency at which such Security is surrendered, to such Holder or on its written order, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security (or specified portion thereof), in accordance with the provisions of such Board Resolution, Officers' Certificate or supplemental indenture, and cash as provided therein in respect of any fractional share of such Common Stock otherwise issuable upon such conversion. Such conversion shall be deemed to have been effected immediately prior to the close of business on the date on which such notice and such payment, if required, shall have been received in proper order for conversion by the Company and such Security shall have been surrendered as aforesaid (unless such Holder shall have so surrendered such Security and shall have instructed the Company to effect the conversion on a particular date following such surrender and such Holder shall be entitled to convert such Security on such date, in which case such conversion shall be deemed to be effected immediately prior to the close of business on such date) and at such time the rights of the Holder of such Security as such Security Holder shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock of the Company shall be issuable upon such conversion shall be deemed to have become the Holder or Holders of record of the shares represented thereby. Except as set forth above and subject to the final paragraph of Section 3.7, no payment or adjustment shall be made upon any conversion on account of any interest accrued on the Securities (or any part thereof) surrendered for conversion or on account of any dividends on the Common Stock of the Company issued upon such conversion. In the case of any Security which is converted in part only, upon such conversion the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unconverted portion of such Security. -69- SECTION 14.3. NO FRACTIONAL SHARES. No fractional share of Common Stock of the Company shall be issued upon conversions of Securities of any series. If more than one Security shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof to the extent permitted hereby) so surrendered. If, except for the provisions of this Section 14.3, any Holder of a Security or Securities would be entitled to a fractional share of Common Stock of the Company upon the conversion of such Security or Securities, or specified portions thereof, the Company shall pay to such Holder an amount in cash equal to the current market value of such fractional share computed, (i) if such Common Stock is listed or admitted to unlisted trading privileges on a national securities exchange or market, on the basis of the last reported sale price regular way on such exchange or market on the last trading day prior to the date of conversion upon which such a sale shall have been effected, or (ii) if such Common Stock is not at the time so listed or admitted to unlisted trading privileges on a national securities exchange or market, on the basis of the average of the bid and asked prices of such Common Stock in the over-the-counter market, on the last trading day prior to the date of conversion, as reported by the National Quotation Bureau, Incorporated or similar organization if the National Quotation Bureau, Incorporated is no longer reporting such information, or if not so available, the fair market price as determined by the Board of Directors. For purposes of this Section, "trading day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday other than any day on which the Common Stock is not traded on the Nasdaq National Market, or if the Common Stock is not traded on the Nasdaq National Market, on the principal exchange or market on which the Common Stock is traded or quoted. SECTION 14.4. ADJUSTMENT OF CONVERSION PRICE. The conversion price of Securities of any series that is convertible into Common Stock of the Company shall be adjusted for any stock dividends, stock splits, reclassifications, combinations or similar transactions in accordance with the terms of the supplemental indenture or Board Resolutions setting forth the terms of the Securities of such series. Whenever the conversion price is adjusted, the Company shall compute the adjusted conversion price in accordance with terms of the applicable Board Resolution or supplemental indenture and shall prepare an Officers' Certificate setting forth the adjusted conversion price and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall forthwith be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.2 and, if different, with the Trustee. The Company shall forthwith cause a notice setting forth the adjusted conversion price to be mailed, first class postage prepaid, to each Holder of Securities of such series at its address appearing on the Security Register and to any conversion agent other than the Trustee. -70- SECTION 14.5. NOTICE OF CERTAIN CORPORATE ACTIONS. In case: (1) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 14.4; or (2) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or (3) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such dividend, distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee. SECTION 14.6. RESERVATION OF SHARES OF COMMON STOCK. The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, for the purpose of effecting the conversion of Securities, the full number of shares of Common Stock of the Company then issuable upon the conversion of all outstanding Securities of any series that has conversion rights. -71- SECTION 14.7. PAYMENT OF CERTAIN TAXES UPON CONVERSION. Except as provided in the next sentence, the Company will pay any and all taxes that may be payable in respect of the issue or delivery of shares of its Common Stock on conversion of Securities pursuant hereto. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of its Common Stock in a name other than that of the Holder of the Security or Securities to be converted, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Company the amount of any such tax, or has established, to the satisfaction of the Company, that such tax has been paid. SECTION 14.8. NONASSESSABILITY. The Company covenants that all shares of its Common Stock which may be issued upon conversion of Securities will upon issue in accordance with the terms hereof be duly and validly issued and fully paid and nonassessable. SECTION 14.9. PROVISION IN CASE OF CONSOLIDATION, MERGER OR SALE OF ASSETS. In case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any conveyance, sale, transfer or lease of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security of a series then Outstanding that is convertible into Common Stock of the Company shall have the right thereafter (which right shall be the exclusive conversion right thereafter available to said Holder), during the period such Security shall be convertible, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease by a holder of the number of shares of Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, conveyance, sale, transfer or lease, assuming such holder of Common Stock of the Company (i) is not a Person with which the Company consolidated or merged with or into or which merged into or with the Company or to which such conveyance, sale, transfer or lease was made, as the case may be (a "Constituent Person"), or an Affiliate of a Constituent Person and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer, or lease is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, conveyance, sale, transfer or lease by others than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Share"), then for the purpose of this Section 14.9 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease by the holders of each Non-electing Share shall be deemed to be the kind and -72- amount so receivable per share by a plurality of the Non-electing Shares). Such supplemental indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article or in accordance with the terms of the supplemental indenture or Board Resolutions setting forth the terms of such adjustments. The above provisions of this Section 14.9 shall similarly apply to successive consolidations, mergers, conveyances, sales, transfers or leases. Notice of the execution of such a supplemental indenture shall be given by the Company to the Holder of each Security of a series that is convertible into Common Stock of the Company as provided in Section 1.6 promptly upon such execution. Neither the Trustee nor any conversion agent, if any, shall be under any responsibility to determine the correctness of any provisions contained in any such supplemental indenture relating either to the kind or amount of shares of stock or other securities or property or cash receivable by Holders of Securities of a series convertible into Common Stock of the Company upon the conversion of their Securities after any such consolidation, merger, conveyance, transfer, sale or lease or to any such adjustment, but may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, an Opinion of Counsel with respect thereto, which the Company shall cause to be furnished to the Trustee upon request. SECTION 14.10. DUTIES OF TRUSTEE REGARDING CONVERSION. Neither the Trustee nor any conversion agent shall at any time be under any duty or responsibility to any Holder of Securities of any series that is convertible into Common Stock of the Company to determine whether any facts exist which may require any adjustment of the conversion price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, whether herein or in any supplemental indenture, any resolutions of the Board of Directors or written instrument executed by one or more officers of the Company provided to be employed in making the same. Neither the Trustee nor any conversion agent shall be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock of the Company, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Securities and neither the Trustee nor any conversion agent makes any representation with respect thereto. Subject to the provisions of Section 6.1, neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of its Common Stock or stock certificates or other securities or property upon the surrender of any Security for the purpose of conversion or to comply with any of the covenants of the Company contained in this Article 14 or in the applicable supplemental indenture, resolutions of the Board of Directors or written instrument executed by one or more duly authorized officers of the Company. SECTION 14.11. REPAYMENT OF CERTAIN FUNDS UPON CONVERSION. Any funds which at any time shall have been deposited by the Company or on its behalf with the Trustee or any other paying agent for the purpose of paying the principal of, and premium, if any, and interest, if any, on any of the Securities (including, but not limited to, funds deposited for the sinking fund referred to in Article 12 hereof and funds deposited pursuant to Article 13 hereof) -73- and which shall not be required for such purposes because of the conversion of such Securities as provided in this Article 14 shall after such conversion be repaid to the Company by the Trustee upon the Company's written request. 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. ARTICLE 15. DISTRIBUTION OF SECURITIES TO HOLDERS OF TRUST SECURITIES SECTION 15.1. DISTRIBUTION OF SECURITIES TO HOLDERS OF TRUST SECURITIES In the event the Company issues Securities in connection with the issuance of Trust Securities by the Trust, such Securities subsequently may be distributed to the holders of the Trust Securities either (a) upon the dissolution of the Trust or (b) certain other events to be described in the Supplemental Indenture. -74- IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written. SOLECTRON CORPORATION By: /s/ Kiran Patel ------------------------------------ Title: Executive Vice President, Chief Financial Officer ATTEST: /s/ Philip E. Fok STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A. By: /s/ Steve Rivero ------------------------------------ Title: Vice President -75- Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939: Section 310 (a)(1) ....................................... 6.9 (a)(2) ....................................... 6.9 (a)(3) ....................................... Not Applicable (a)(4) ....................................... Not Applicable (b) .......................................... 6.8, 6.10 Section 311 (a) .......................................... 6.13 (b) .......................................... 6.13 Section 312 (a) .......................................... 7.1, 7.2 (b) .......................................... 7.2 (c) .......................................... 7.2 Section 313 (a) .......................................... 7.3 (b) .......................................... 7.3 (c) .......................................... 7.3 (d) .......................................... 7.3 Section 314 (a) .......................................... 7.4 (a)(4) ....................................... 10.1, 10.4 (b) .......................................... Not Applicable (c)(1) ....................................... 1.2 (c)(2) ....................................... 1.2 (c)(3) ....................................... Not Applicable (d) .......................................... Not Applicable (e) .......................................... 1.2 Section 315 (a) .......................................... 6.1 (b) .......................................... 6.2 (c) .......................................... 6.1 (d) .......................................... 6.1 (e) .......................................... 5.14 Section 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 Section 317 (a)(1) ....................................... 5.3 (a)(2) ....................................... 5.4 (b) .......................................... 10.3 Section 318 (a) .......................................... 1.7 NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture. EX-4.2 5 f78964ex4-2.txt EXHIBIT 4.2 Exhibit 4.2 SOLECTRON CORPORATION, as Issuer TO STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of February 6, 2002 TABLE OF CONTENTS

Page ARTICLE I DEFINITIONS...........................................................................1 SECTION 1.1 Definition of Terms.......................................................1 ARTICLE II GENERAL TERMS AND CONDITIONS OF THE SENIOR NOTES....................................22 SECTION 2.1 Designation, Principal Amount and Authorized Denomination................22 SECTION 2.2 Maturity.................................................................22 SECTION 2.3 Form and Payment.........................................................22 SECTION 2.4 Global Notes.............................................................23 SECTION 2.5 Interest.................................................................23 ARTICLE III REDEMPTION.........................................................................24 SECTION 3.1 Optional Redemption......................................................24 SECTION 3.2 Offer to Purchase by Application of Excess Proceeds......................24 ARTICLE IV COVENANTS...........................................................................26 SECTION 4.1 Restricted Payments......................................................26 SECTION 4.2 Incurrence of Indebtedness and Issuance of Preferred Stock...............30 SECTION 4.3 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries..............................................34 SECTION 4.4 Designation of Restricted and Unrestricted Subsidiaries..................36 SECTION 4.5 Transactions with Affiliates.............................................36 SECTION 4.6 Limitations on Issuances of Guarantees of Indebtedness...................37 SECTION 4.7 Liens....................................................................38 SECTION 4.8 Sale and Leaseback Transactions..........................................38 SECTION 4.9 Merger, Consolidation or Sale of Assets..................................39 SECTION 4.10 Payments for Consent.....................................................40 SECTION 4.11 Reports..................................................................40 SECTION 4.12 Change of Control........................................................40 SECTION 4.13 Asset Sales..............................................................42 SECTION 4.14 Fall-Away Event..........................................................44 ARTICLE V LEGAL DEFEASANCE AND COVENANT DEFEASANCE.............................................44 SECTION 5.1 Option to Effect Legal Defeasance or Covenant Defeasance.................44 SECTION 5.2 Legal Defeasance and Discharge...........................................45 SECTION 5.3 Covenant Defeasance......................................................45 SECTION 5.4 Conditions to Legal or Covenant Defeasance...............................46 SECTION 5.5 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.......................................47 SECTION 5.6 Repayment to the Company.................................................47 SECTION 5.7 Reinstatement............................................................48 ARTICLE VI DEFAULTS AND REMEDIES...............................................................48 SECTION 6.1 Events of Default........................................................48

SECTION 6.2 Acceleration.............................................................50 ARTICLE VII FORM OF SENIOR NOTE................................................................51 SECTION 7.1 Form of Senior Note......................................................51 ARTICLE VIII ORIGINAL ISSUE OF SENIOR NOTES....................................................62 SECTION 8.1 Original Issue of Senior Notes...........................................62 ARTICLE IX AMENDMENT, SUPPLEMENT AND WAIVER....................................................62 SECTION 9.1 Without Consent Of Holders Of Senior Notes...............................62 SECTION 9.2 With Consent of Holders of Senior Notes..................................63 SECTION 9.3 Compliance With Trust Indenture Act......................................64 SECTION 9.4 Revocation And Effect Of Consents........................................64 SECTION 9.5 Notation On Or Exchange Of Senior Notes..................................65 SECTION 9.6 Trustee To Sign Amendments, Etc..........................................65 SECTION 9.7 Waiver Of Past Defaults..................................................65 SECTION 9.8 Effect of Supplemental Indenture.........................................65 ARTICLE X MISCELLANEOUS........................................................................66 SECTION 10.1 Ratification of Senior Indenture.........................................66 SECTION 10.2 Reference to and Effect on the Senior Indenture..........................66 SECTION 10.3 Governing Law............................................................66 SECTION 10.4 Not Responsible for Recitals.............................................66 SECTION 10.5 Counterparts.............................................................66 2 FIRST SUPPLEMENTAL INDENTURE, dated as of February 6, 2002 (the "First Supplemental Indenture"), between Solectron Corporation, a corporation duly organized and existing under the laws of the State of Delaware, (the "Company"), and State Street Bank and Trust Company of California, N.A., a national banking association duly authorized and existing under the laws of the United States of America, as trustee (the "Trustee"). WHEREAS, the Company executed and delivered the Senior Debt Securities Indenture, dated as of February 6, 2002 (the "Senior Indenture"), to the Trustee to provide for the future issuance of the Company's senior debt securities (the "Securities"), to be issued from time to time in one or more series as might be determined by the Company under the Senior Indenture; WHEREAS, pursuant to the terms of the Senior Indenture, the Company desires to provide for the establishment of a new series of its Securities to be known as its 9.625% Senior Notes due 2009 (the "Senior Notes"), the form and substance of such Senior Notes and the terms, provisions and conditions thereof to be set forth as provided in the Senior Indenture and this First Supplemental Indenture (together, the "Indenture"); and WHEREAS, the Company has requested that the Trustee execute and deliver this First Supplemental Indenture and satisfy all requirements necessary to make this First Supplemental Indenture a valid instrument in accordance with its terms, and to make the Senior Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company and all acts and things necessary have been done and performed to make this First Supplemental Indenture enforceable in accordance with its terms, and the execution and delivery of this First Supplemental Indenture has been duly authorized in all respects. NOW THEREFORE, in consideration of the purchase and acceptance of the Senior Notes by the Holders thereof, and for the purpose of setting forth, as provided in the Indenture, the form and substance of the Senior Notes and the terms, provisions and conditions thereof, the Company covenants and agrees with the Trustee as follows: ARTICLE I DEFINITIONS SECTION 1.1 Definition of Terms. Unless otherwise provided herein or unless the context otherwise requires: (a) a term defined in the Senior Indenture has the same meaning when used in this First Supplemental Indenture except to the extent that such definition has been superceded by this First Supplemental Indenture in which case the definition in this First Supplemental Indenture shall control; (b) a term defined anywhere in this First Supplemental Indenture has the same meaning throughout; (c) the singular includes the plural and vice versa; (d) headings are for convenience of reference only and do not affect interpretation; (e) Time of Delivery has the meaning given to it in the Underwriting Agreement (as defined below); (f) the following terms have the meanings given to them in this Section 1.1(f): "Acquired Debt" means, with respect to any specified Person: (1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person, provided that, in the case of this clause (2) only, such Acquired Debt shall be limited to the lesser of the fair market value of the asset (determined by the Company in good faith) subject to such Lien and the total amount of such Indebtedness. "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 purposes of this definition, "control," as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" have correlative meanings. "Asset Sale" means: (1) the sale, conveyance or other disposition of any assets or rights, other than in the ordinary course of business consistent with past practices; provided that the sale, conveyance or other disposition of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole will be governed by the provisions of Section 4.12 hereof and/or Section 4.9 hereof and not by the provisions of Section 4.13 thereof; and (2) the issuance of Equity Interests by any of the Company's Restricted Subsidiaries or the sale of Equity Interests in any of its Subsidiaries. 2 Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale: (1) any single transaction or series of related transactions that involves assets having a fair market value of less than $10 million; (2) any sale, lease, conveyance or other disposition of assets between or among the Company and its Restricted Subsidiaries, (3) an issuance of Equity Interests by a Subsidiary to the Company or to another Subsidiary (other than an issuance of Equity Interests from a Restricted Subsidiary to an Unrestricted Subsidiary); (4) the sale, lease, conveyance or other disposition of equipment, inventory, accounts receivable or other assets or rights in the ordinary course of business; (5) the sale, conveyance or other disposition of cash or Cash Equivalents; (6) a Restricted Payment or Permitted Investment (other than Cash Equivalents) that is permitted by Section 4.1 hereof; (7) the licensing by the Company or any Restricted Subsidiary of intellectual property or know-how on commercially reasonable terms; (8) the sale, lease, conveyance or other disposition of real property (together with any improvements, fixtures or leasehold improvements relating thereto) (the "Property") in connection with the obligation of the Company or any Restricted Subsidiary to remarket or sell any Property at the end of the lease term or otherwise in connection with Synthetic Lease Obligations; (9) the sale or disposal of damaged, worn out or other obsolete personal property in the ordinary course of business consistent with past practice so long as such property is no longer necessary for the proper conduct of the business of the Company and its Restricted Subsidiaries; and (10) the surrender or waiver of litigation rights or settlement, release or surrender of tort or other litigation claims of any kind or the granting of Liens (and foreclosures in respect thereof) not otherwise prohibited by Section 4.7 hereof; "Attributable Debt" in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental 3 payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP. "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange Act), such "person" will be deemed to have beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms "Beneficially Owns" and "Beneficially Owned" have a corresponding meaning. "Board of Directors" means: (1) with respect to a corporation, the board of directors of the corporation; (2) with respect to a partnership, the board of directors of the general partner of the partnership; and (3) with respect to any other Person, the board or committee of such Person serving a similar function. "Capital Lease Obligation" means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP. "Capital Stock" means: (1) in the case of a corporation, corporate stock; (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. "Cash Equivalents" means: (1) securities issued or directly and fully guaranteed or insured by (A) the United States of America or any agency or instrumentally thereof, or (B) any member of the European 4 Economic Area or Switzerland, or any agency or instrumentality thereof provided that such country, agency or instrumentality has a credit rating at least equal to that of the United States of America (provided that, in each case, the full faith and credit of such respective nation is pledged in support thereof), or (2) time deposits and certificates of deposit and commercial paper issued by a commercial bank organized under the laws of the United States or any political subdivision thereof or under the laws of Canada, Japan or Switzerland or any member of the European Economic Area, in each case, of recognized standing having capital and surplus in excess of $500 million (or the foreign currency equivalent thereof), or (3) commercial paper issued by others rated at least A-2 or the equivalent thereof by Standard & Poor's Corporation or at least P-2 or the equivalent thereof by Moody's Investors Service, Inc. and in the case of each of (1), (2), and (3) maturing within one year after the date of acquisition, or (4) Euro or dollar time deposits with maturities of twelve months or less from the date of acquisition, bankers' acceptances with maturities not exceeding twelve months, and overnight bank deposits, in each case with any domestic (United States) commercial bank having capital and surplus in excess of $500 million (or the foreign currency equivalent thereof) and a Keefe Bank Watch Rating of "B" or better; provided, in the case of (1) through (4), that with respect to any non-domestic Person, Cash Equivalents shall also mean those investments that are comparable to clauses (2) and (4) above in such Person's country of organization or country where it conducts business operations. "Change of Control" means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole to any "person" (as that term is used in Section 13(d)(3) of the Exchange Act); (2) the adoption of a plan by the Board of Directors of the Company relating to the liquidation or dissolution of the Company; (3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" (as defined above) becomes the 5 Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Company, measured by voting power rather than number of shares; or (4) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors. "Comparable Treasury Issue" means the U.S. Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Senior Notes through February 15, 2006 that would be utilized at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Senior Notes. "Independent Investment Banker" means Goldman Sachs & Co. or, if such firm is unwilling or unable to select the Comparable Treasury Issue, an investment banking firm of national reputation selected by the Company. "Comparable Treasury Price" means with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations for such redemption date, or (2) if the Company obtains fewer than three such Reference Security Dealer Quotations, the average of all such quotations. "Consolidated Cash Flow" means, without duplication, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus: (1) an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Consolidated Restricted Subsidiaries in connection with a sale of assets outside the ordinary course of business, to the extent such losses were deducted in computing such Consolidated Net Income; plus (2) provision for taxes based on income or profits of such Person and its Consolidated Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus (3) Consolidated Fixed Charges of such Person and its Consolidated Restricted Subsidiaries for such period; plus (4) the aggregate amount of restructuring charges, write-downs and reserves taken by the Company in connection with its corporate restructuring described in the Company's Prospectus Supplement dated February 1, 2002 to the Company's Prospectus dated August 29, 2001 (the "Prospectus Supplement") under the caption "Business -- Competitive Strengths -- Reduced Cost Structure and Improved Working Capital Management," but without regard to the expected timing of such restructuring charges, write-downs and reserves, will be 6 added back; provided that the aggregate amount added to Consolidated Cash Flow pursuant to this clause (4) shall not exceed $409 million; plus (5) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Consolidated Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; minus (6) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business. in each case, on a Consolidated basis and determined in accordance with GAAP. "Consolidated Net Income" means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and wholly owned, Consolidated Restricted Subsidiaries and its pro rata share of Net Income of its other Consolidated Restricted Subsidiaries for such period, on a Consolidated basis, determined in accordance with GAAP; provided that: (1) the Net Income (but not loss) of any Person that is not a Consolidated Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Consolidated Restricted Subsidiary of the Person; (2) the Net Income of any Consolidated Restricted Subsidiary will be excluded to the extent, but only to the extent, that the declaration or payment of dividends or similar distributions by that Consolidated Restricted Subsidiary of that Net Income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Consolidated Restricted Subsidiary; (3) the Net Income of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition will be excluded; and (4) the cumulative effect of a change in accounting principles will be excluded. 7 "Consolidated Net Tangible Assets" means Total Assets after deducting therefrom (1) all current liabilities and (2) all goodwill, trade names, trademarks, patents, unamortized debt discount, organization expenses and other like intangibles, all as set forth in the most recent balance sheet of the Company and its Consolidated Restricted Subsidiaries and computed in accordance with GAAP. "Consolidated Net Worth" of any Person at any date means the aggregate consolidated stockholders' equity of such Person (plus amounts of equity attributable to preferred stock) and its consolidated Subsidiaries, as would be shown on the consolidated balance sheet of such Person prepared in accordance with GAAP, adjusted to exclude (to the extent included in calculating such equity) (1) the amount of any such stockholders' equity attributable to Disqualified Stock or treasury stock of such Person and its consolidated Subsidiaries, (2) all upward revaluations and other write-ups in the book value of any asset of such Person or a Consolidated Subsidiary of such Person subsequent to the Issue Date, (3) all investments in subsidiaries that are not Consolidated Subsidiaries and in Persons that are not Subsidiaries, and (4) the aggregate amount of Restricted Payments that such Person could make pursuant to Section 4.1(a) hereof. "Consolidation" means, with respect to any Person, the consolidation of the accounts of the Restricted Subsidiaries of such Person with those of such Person, all in accordance with GAAP; provided, that "consolidation" will not include consolidation of the accounts of any Unrestricted Subsidiary with the accounts of such Person. The term "Consolidated" has a correlative meaning to the foregoing. "Continuing Directors" means, as of any date of determination, any member of the Board of Directors of the Company who: (1) was a member of such Board of Directors on the Issue Date; or (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election. "Credit Agreements" means (1) that certain 364-day revolving credit agreement, proposed be entered into by and among the Company, Goldman Sachs Credit Partners L.P., Bank of America, N.A., JPMorgan Chase Bank, The Bank of Nova Scotia and the other lenders party thereto providing for up to $250.0 million of revolving credit borrowings, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and that certain three year senior revolving credit agreement, proposed to be entered into by and among the Company, Goldman Sachs Credit Partners L.P., Bank of America, N.A., JPMorgan Chase Bank, The Bank of Nova Scotia and the other lenders party thereto providing for up to $250.0 million of revolving credit borrowings, in each case that are referred to in the Prospectus Supplement whether or not in effect on the Issue Date and as set forth in Exhibit A hereto (provided that Exhibit A shall be substituted on or prior to March 31, 2002, with the final executed version of such agreements promptly following such execution; provided further that the restrictions contained in such substituted agreement shall be no less restrictive with respect to dividend and other payment restrictions described in Section 8 4.3(a) directly or indirectly affecting payments from Restricted Subsidiaries to the Company or to other Restricted Subsidiaries of the Company as those contained in Exhibit A hereto on the Issue Date); and (2) one or more other term loans, revolving loans, swing-line or commercial paper facilities (including any letter of credit sub-facilities or other facilities) entered into with commercial banks or other financial institutions, and any such facility or facilities entered into in replacement, extension, renewal, refinancing or refunding thereof, including, in each case, any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, modified, renewed, refunded, replaced or refinanced from time to time whether or not with the same agent, trustee, representative lenders or holders, and irrespective of any changes in the terms and conditions thereof. "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default. "Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Senior Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.1 hereof. "DTC" means The Depository Trust Company. "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock). "Euro" or "E" means the currency adopted by those countries participating in the third stage of European Union. "European Economic Area" means the member nations of the European Economic Area pursuant to the Oporto Agreement on the European Economic Area dated May 2, 1992 as amended. "European Union" means the member nations to the third stage of economic and monetary union pursuant to the Treaty of Rome establishing the European Community, as amended by the Treaty on European Union, signed at Maastricht on February 7, 1992. "Existing Indebtedness" means Indebtedness and Disqualified Stock of the Company and its Subsidiaries (other than Indebtedness under clause (1) of the definition of the Credit Agreements) and preferred stock of Restricted Subsidiaries in existence on the Issue Date until such amounts are repaid or are no longer outstanding. 9 "Existing Synthetic Lease Financings" means Synthetic Lease Obligations of the Company and its Subsidiaries in existence on the Issue Date until the Company's or its Subsidiaries' obligation to make payments thereunder have terminated or been discharged. "Fixed Charges" means, with respect to any specified Person for any period, the sum, without duplication, of: (1) the Consolidated interest expense of such Person and its Consolidated Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations; plus (2) the Consolidated interest expense of such Person and its Consolidated Restricted Subsidiaries that was capitalized during such period; plus (3) any interest expense on Indebtedness of another Person to the extent Guaranteed by such Person or one of its Consolidated Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Consolidated Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus (4) the product of (1) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Consolidated Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Consolidated Restricted Subsidiary of the Company, multiplied by (2) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a Consolidated basis and in accordance with GAAP. "Fixed Charge Coverage Ratio" means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person and its Consolidated Restricted Subsidiaries for such period to the Fixed Charges of such Person and its Consolidated Restricted Subsidiaries for such period. In the event that the specified Person or any of its Consolidated Restricted Subsidiaries incurs, assumes, Guarantees, repays, 10 repurchases or redeems any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of the applicable four-quarter reference period. In addition, for purposes of calculating the Fixed Charge Coverage Ratio: (1) acquisitions that have been made by the specified Person or any of its Consolidated Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period will be calculated on a pro forma basis in accordance with Regulation S-X under the Securities Act, but without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income; (2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of on or prior to the Calculation Date, will be excluded; and (3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of on or prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Consolidated Restricted Subsidiaries following the Calculation Date. "Foreign Subsidiary" means any Restricted Subsidiary of the Company which (1) is not organized under the laws of the United States, any state thereof or the District of Columbia, and (2) conducts substantially all of its business operations outside the United States of America. "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time. 11 "Global Notes" means one or more fully registered global securities. "Guarantee" means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness. "Guarantors" means any subsidiary that executes a Guarantee in accordance with the provisions of the Indenture, and their respective successors and assigns. "Hedging Obligations" means, with respect to any specified Person, the net obligations of such Person under: (1) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements; (2) foreign exchange contracts or currency swap agreements; and (3) other agreements or arrangements designed to protect such Person against fluctuations in interest rates, currency values or commodity prices. "Indebtedness" means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent: (1) in respect of borrowed money; (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof); (3) in respect of banker's acceptances; (4) representing Capital Lease Obligations; (5) representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or (6) representing the net liability under any Hedging Obligations, if and only to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In no event shall the term "Indebtedness" include any lease properly classified as an operating lease in accordance with GAAP. In addition, the term "Indebtedness" includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person; provided that if such Indebtedness is not assumed by the specified 12 Person, the amount of the Indebtedness shall be limited to the lesser of the fair market value of the assets (determined by the Company in good faith) subject to such Lien and the total amount of such Indebtedness) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. The amount of any Indebtedness outstanding as of any date will be: (1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; and (2) the principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due, in the case of any other Indebtedness. "Interest Payment Date" means each of February 15 and August 15 of each year. "Interest Rate" means the rate of 9.625% per annum. "Investments" means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers, directors and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Company's Investments in such Restricted Subsidiary that were not sold or disposed of in an amount determined as provided in Section 4.1(c). "Lien" with respect to a Person means, with respect to any asset of such Person, any mortgage, lien, pledge, fixed or floating charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option in favor of a third-party or other agreement to sell or give a security interest in any jurisdiction. "Make-Whole Premium" means, with respect to a Senior Note, the sum of the present values of the remaining scheduled payments of interest, principal and premium thereon (not including any portion of such payments of interest accrued as of the date of redemption) as if the Senior Notes were redeemed on February 15, 2006 pursuant to Section 3.1(b) hereof on such date, discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points "Moody's" means Moody's Investors Service, Inc. 13 "Net Cash Proceeds" means the aggregate amount of cash or Cash Equivalents received by the Company in the case of a sale of its Equity Interests (excluding Disqualified Stock) and by the Company and its Restricted Subsidiaries in respect of an Asset Sale plus, in the case of an issuance of its Equity Interests (excluding Disqualified Stock) upon any exercise, exchange or conversion of securities (including, without limitation, options, warrants, rights and convertible or exchangeable debt) of the Company that were issued for cash on or after the Issue Date, the amount of cash originally received by the Company upon the issuance of such securities (including, without limitation, options, warrants, rights and convertible or exchangeable debt) less, in each case, the sum of all payments, fees, commissions and (in the case of Asset Sales, reasonable and customary), expenses (including, without limitation, the fees and expenses of legal counsel and investment banking fees and expenses) incurred in connection with such Asset Sale or sale of Equity Interests, and, in the case of an Asset Sale only, less (1) the amount (estimated reasonably and in good faith by the Company) of income, franchise, sales and other applicable taxes required to be paid by the Company or any of its respective Subsidiaries in connection with such Asset Sale in the taxable year that such sale is consummated or in the immediately succeeding taxable year, the computation of which shall take into account the reduction in tax liability resulting from any available operating losses and net operating loss carryovers, tax credits and tax credit carryforwards, and similar tax attributes; (2) the amounts required to be applied to the repayment of Indebtedness, other than Indebtedness under a Credit Agreement, secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP; and (3) the amount of any liability required to be accrued on the Company's Consolidated financial statements in accordance with GAAP solely by virtue of such sale. "Net Income" means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however: (1) any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with: (A) any sale of assets outside the ordinary course of business; or (B) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and (2) any extraordinary gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not loss). "Non-Recourse Debt" means Indebtedness: (1) as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender, unless, in 14 the case of (a), (b) or (c), such action is undertaken in compliance with Section 4.1 hereof; (2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Senior Notes) of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of such Indebtedness to be accelerated or payable prior to its stated maturity; and (3) as to which the lenders have been notified in writing or have otherwise agreed that they will not have any recourse to the assets of the Company or any stock or assets of its Restricted Subsidiaries. "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness. "Permitted Business" means any business conducted by the Company or its Restricted Subsidiaries on the Issue Date, and any business reasonably related thereto or reasonable extensions thereof. "Permitted Investments" means: (1) any Investment in the Company or in a Restricted Subsidiary of the Company; (2) any Investment in Cash Equivalents or the Senior Notes; (3) any Investment by the Company or any Subsidiary of the Company in a Person, if as a result of such Investment: (A) such Person becomes a Restricted Subsidiary of the Company; or (B) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company; (4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.13 hereof; 15 (5) any acquisition of any property, assets, securities or rights, solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company; (6) any Investments received in compromise of obligations of trade creditors or customers that were incurred in the ordinary course of business, including, without limitation, pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or consideration received in settlement of litigation claims in tort, bankruptcy, liquidation, receivership, insolvency or otherwise; (7) Investments in (A) prepaid expenses and negotiable instruments held for collection in the ordinary course of business, (B) accounts receivable arising in the ordinary course of business (and Investments obtained in exchange or settlement of accounts receivable for which the Company or any Restricted Subsidiary has determined that collection is not likely) and (C) lease, utility and worker's compensation, performance and other similar deposits arising in the ordinary course of business; (8) Hedging Obligations; and (9) other Investments after the Issue Date in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (9) that are at the time outstanding not in excess of 10% of Total Assets measured on the date each such Investment is made. "Permitted Liens" means: (1) Liens securing Indebtedness and other Obligations under the Credit Agreements the Indebtedness under which was permitted by the terms of the Indenture to be incurred; (2) Liens in favor of the Company or any of its Restricted Subsidiaries; (3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Subsidiary of the Company; provided that such Liens were not entered into in contemplation of such merger or consolidation and do not extend to any assets of the Company or its Restricted Subsidiaries other than the acquired Person; 16 (4) Liens on property existing at the time of acquisition of the property by the Company or any Subsidiary of the Company, provided that such Liens were in existence prior to the contemplation of such acquisition; (5) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business; (6) Liens existing on the Issue Date; (7) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently pursued, provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor; (8) Liens incurred in the ordinary course of business of the Company or any Subsidiary of the Company with respect to Obligations that do not exceed $5.0 million at any one time outstanding; (9) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by Section 4.2(b)(11) covering only the property acquired with such Indebtedness together with any attachments, appurtenances, replacements, fixtures, leasehold improvements or proceeds related thereto; (10) Liens securing Permitted Refinancing Indebtedness incurred to refinance Indebtedness that was previously so secured in a manner no more adverse to the holders of Senior Notes than the terms of the Liens securing such refinanced Indebtedness, provided that the Indebtedness secured is not increased and the Lien is not extended to any additional assets or property that was not security for the Indebtedness so refinanced; (11) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of banker's acceptances issued or credited for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods; (12) Liens on assets leased to the Company or a Restricted Subsidiary of the Company if such lease is properly classified as an operating lease in accordance with GAAP. 17 (13) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof; (14) Liens on the Equity Interests of Unrestricted Subsidiaries securing obligations of Unrestricted Subsidiaries not otherwise prohibited by the Indentures; (15) substitutions of collateral securing certain interest payments and principal of the Company's 7.25% Adjustable Conversion-Rate Equity Securities (the "ACES") as set forth in the Prospectus Supplement under the heading "Description of Other Indebtedness -- 7.25% Adjustable Conversion-Rate Equity Security Units" made in accordance with the terms of the Pledge Agreement dated as of December 27, 2001, as amended on January 8, 2002, by and between the Company and State Street Bank and Trust Company of California, N.A., as in effect on the date hereof; and (16) Liens on cash securing obligations of the Company or its Restricted Subsidiaries in an amount not to exceed $394 million but only to the extent that: (A) such obligations are under Synthetic Lease Obligations, (B) such Synthetic Lease Obligations were secured on the Issue Date, (C) the granting of such Lien(s) is in connection with obtaining a waiver, consent or amendment, and (D) immediately prior to such Lien being granted, such Synthetic Lease Obligations are Indebtedness under the terms of this Indenture by virtue of a change in GAAP. "Permitted Refinancing Indebtedness" means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that: (1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Indebtedness and the amount of all expenses and premiums incurred in connection therewith); (2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; 18 (3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Senior Notes or are Liquid Yield Option Notes issued and outstanding prior to Issue Date, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Senior Notes on terms at least as favorable to the Holders of Senior Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and (4) such Indebtedness is incurred either by the Company or by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded. "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity. "Qualified Equity Offering" means (1) any public offering of common stock (other than Disqualified Stock) of the Company, or (2) an unregistered offering of common stock (other than Disqualified Stock) of the Company with Net Cash Proceeds to the Company in excess of $50 million. "Qualified Foreign Indebtedness" means indebtedness incurred by a Foreign Subsidiary of the Company which (1) is incurred primarily to finance the acquisition, design or construction of the property, plant or equipment of such Foreign Subsidiary or any of its Restricted Subsidiaries, and (2) is incurred pursuant to Section 4.2(b)(1) hereof. "Reference Treasury Dealer" means (1) Goldman, Sachs & Co. and its successors; provided, however, that if the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), the Company is required to substitute therefor another Primary Treasury Dealer, and (2) any other Primary Treasury Dealer selected by the Company. "Reference Treasury Dealer Quotations" means, with respect of each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by the each Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date. "Regular Record Date" for the interest payable on any Interest Payment Date on the Senior Notes means the date specified for that purpose as contemplated by Section 2.5(c). "Replacement Asset" means (1) any property or assets (excluding Equity Interests, Indebtedness and any other securities) that will be used in a Permitted Business of the Company or any Restricted Subsidiary, (2) any Equity Interests of a Person that 19 becomes a Restricted Subsidiary of the Company, and (3) any Permitted Investment (other than the Permitted Investment described in clause (4) of the definition thereof) which is permitted at the time such Permitted Investment is made pursuant to Section 4.1 hereof. "Restricted Investment" means an Investment other than a Permitted Investment. "Restricted Subsidiary" of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary. "S&P" means Standard & Poor's Ratings Group. "Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof. "Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof. "Subsidiary" means, with respect to any specified Person: (1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and (2) any partnership (A) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (B) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof). "Synthetic Lease Obligations" means the monetary obligation of a Person under (a) a so-called synthetic or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, for U.S. Federal income tax purposes, is characterized as the indebtedness of such Person (without regard to accounting treatment). "Total Assets" means, with respect to any date of determination, the Company's total assets shown on the Company's Consolidated balance sheet in accordance with GAAP on the last day of the fiscal quarter prior to the date of determination. "Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual yield to maturity of the Comparable Treasury Issue, 20 assuming a price for the comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. "Unrestricted Subsidiary" means any Subsidiary of the Company that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary at the time of such designation: (1) has no Indebtedness other than Non-Recourse Debt; (2) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (3) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (A) to subscribe for additional Equity Interests or (B) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results; and (4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an officers' certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.1 hereof. Upon any Unrestricted Subsidiary being designated as a Restricted Subsidiary it will thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date pursuant to Section 4.2 hereof, the Company would be in default under the Indenture. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted by Section 4.2 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. 21 "Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person. "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (2) the then outstanding principal amount of such Indebtedness. ARTICLE II GENERAL TERMS AND CONDITIONS OF THE SENIOR NOTES SECTION 2.1 Designation, Principal Amount and Authorized Denomination. There is hereby authorized a series of Securities designated the 9.625% Senior Notes due 2009, initially limited in aggregate principal amount to $500,000,000, which amount to be issued shall be as set forth in any Company Order for the authentication and delivery of Senior Notes pursuant to the Senior Indenture, and which amount may be increased up to an additional aggregate principal amount of $500,000,000 from time to time subject to the terms of the Indenture. Any offering of such additional Senior Notes is subject to Section 4.2. Any Senior Notes issued under the Indenture will be treated as a single class for all purposes under the Indenture including, without limitation, waivers, amendments, redemptions and offers to purchase. The Senior Notes shall be issuable in denominations of $1,000 and integral multiples thereof. SECTION 2.2 Maturity. The Stated Maturity of the Senior Notes will be February 15, 2009. SECTION 2.3 Form and Payment. (a) The Senior Notes, on original issuance, shall be issued in the form of (i) one or more definitive, fully registered Senior Notes registered initially in the name of State Street Bank and Trust Company of California, N.A., as Paying Agent and Security Registrar and (ii) Global Notes registered in the name of DTC, as Depositary, or its nominee, and deposited with the Security Registrar, as custodian for DTC, for credit by DTC to the respective accounts of beneficial owners of the Senior Notes represented thereby (or such other accounts as they may direct). 22 (b) The principal of and the interest on the Senior Notes shall be payable at the office or agency of the Company maintained for that purpose in accordance with Section 10.2 of the Senior Indenture; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by the Holder entitled thereto. SECTION 2.4 Global Notes. (a) DTC shall serve as the initial Depository for the Global Notes. (b) Unless and until it is exchanged for definitive Senior Notes in registered form in accordance with Section 3.5 of the Senior Indenture, a Global Note may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary. SECTION 2.5 Interest. (a) Each Senior Note will bear interest from its Issue Date (as defined below) or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, at the Interest Rate and will be payable semi-annually in arrears on each Interest Payment Date, commencing August 15, 2002, until the principal thereof is paid or made available for payment; provided that any principal and installment of interest which is overdue shall bear interest (to the extent that payment of such interest is enforceable under applicable law) at the Interest Rate from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. (b) The amount of interest payable for any period will be computed on the basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which interest is payable on the Senior Notes is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. (c) The Regular Record Date for interest payable on the Senior Notes on each February 15 shall be the close of business on the immediately preceding February 1 and for interest payable on the Senior Notes on August 15 shall be the close of business on the immediately preceding August 1. The Senior Notes do not have the benefit of any sinking fund obligation. 23 ARTICLE III REDEMPTION SECTION 3.1 Optional Redemption. (a) At any time prior to February 15, 2005, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Senior Notes issued under the Indenture at a redemption price of 109.625% of the principal amount, plus accrued and unpaid interest, to, but not including, the redemption date, with cash in an amount not in excess of the Net Cash Proceeds of one or more Qualified Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of Senior Notes issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding Senior Notes held by the Company and its Subsidiaries); and (2) the redemption occurs within 90 days of the date of the closing of such Qualified Equity Offering. (b) On or after February 15, 2006, the Company may redeem all or a part of the Senior Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest on the Senior Notes redeemed, to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on February 15 of the years indicated below:

Year Percentage ---- ---------- 2006 104.813% 2007 102.406% 2008 and thereafter 100.000%

(c) In addition, at any time prior to February 15, 2006, the Company may, at its option, redeem the Senior Notes, in whole or in part, from time to time, upon not less than 30 nor more than 60 days' notice at a redemption price equal to the greater of (1) 104.813% of the principal amount of the Senior Notes so redeemed, plus accrued and unpaid interest, and (2) the Make-Whole Premium, plus, to the extent not included in the Make-Whole Premium, accrued and unpaid interest to, but not including, the date of redemption. SECTION 3.2 Offer to Purchase by Application of Excess Proceeds. In the event that, pursuant to Section 4.13 hereof, the Company shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the "Offer Period"). Promptly after the termination of the Offer Period (the "Purchase Date"), the Company shall purchase the principal amount of Senior Notes required to be purchased pursuant to Section 4.13 hereof (the "Offer 24 Amount") or, if less than the Offer Amount has been tendered, all Senior Notes tendered in response to the Asset Sale Offer. Payment for any Senior Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Senior Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Senior Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holder. The notice shall contain all instructions and materials necessary to enable such Holders to tender Senior Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.2 and Section 4.13 hereof and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Senior Note not tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Company Defaults in making such payment, any Senior Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (e) that Holders electing to have a Senior Note purchased pursuant to an Asset Sale Offer may only elect to have all of such Senior Note purchased and may not elect to have only a portion of such Senior Note purchased; (f) that Holders electing to have a Senior Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Senior Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Senior Note completed, or transfer the Note by book-entry transfer, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the Company, the depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the aggregate principal amount of the Senior Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Senior Note purchased; (h) that, if the aggregate principal amount of Senior Notes surrendered by Holders exceeds the Offer Amount, the Company shall select the Senior Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Senior Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and 25 (i) that Holders whose Senior Notes were purchased only in part shall be issued new Senior Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On or before 10:00 a.m. New York City time on the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount or portions, thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Senior Notes tendered, and shall deliver to the Trustee an Officers' Certificate stating that such Senior Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.2. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Senior Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Senior Note, and the Trustee, upon written request from the Company shall authenticate and mail or deliver such new Senior Note to such Holder, in a principal amount equal to any unpurchased portion of the Senior Note surrendered. Any Senior Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Asset Sale Offer on the Purchase Date. ARTICLE IV COVENANTS SECTION 4.1 Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly and without duplication: (1) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable (A) in Equity Interests (other than Disqualified Stock) of the Company or (B) to the Company or a Restricted Subsidiary of the Company); (2) purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Company; (3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is contractually subordinated in right of payment to the Senior Notes, except a payment of interest or principal at the Stated Maturity thereof; or (4) make any Restricted Investment (all such payments and other actions set forth in these clauses (1) through 26 (4) above being collectively referred to as "Restricted Payments"), unless, at the time of, and after giving effect to, such Restricted Payment: (1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment; and (2) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.2(a) hereof; and (3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by clauses (1), (2) and (3) of the third paragraph of this covenant), is less than the sum, without duplication, of: (A) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the Issue Date to the end of the Company's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus (B) 100% of the aggregate Net Cash Proceeds received by the Company (i) since the Issue Date as a contribution to its equity capital (other than from the sale or issuance of Disqualified Stock), (ii) from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) since the Issue Date, (iii) from the issue or sale since the Issue Date of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company, or (iv) from the issue or sale prior to, on or since the Issue Date of unsubordinated debt securities that have been converted into or exchanged for such Equity Interests (in the case of each of (i) through (iv) above, other than Equity Interests (or 27 Disqualified Stock or debt securities) sold to a Subsidiary of the Company); provided that for purposes of (iv) above Net Cash Proceeds shall mean, with respect to unsubordinated debt securities issued or sold prior to the Issue Date that have been converted into Equity Interests (excluding Disqualified Stock) or exchanged for Equity Interests (excluding Disqualified Stock) on or after the Issue Date, the principal amount (plus accrued interest) or accreted value, as applicable, of such unsubordinated Indebtedness that has been converted or exchanged, plus (C) to the extent that any Restricted Investment that was made after the Issue Date is sold for cash or otherwise liquidated or repaid for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any), and (ii) the aggregate amount of such Restricted Investment, plus (D) to the extent that any Unrestricted Subsidiary of the Company is redesignated as a Restricted Subsidiary after the Issue Date, the lesser of (i) the fair market value of the Company's Investment in such Subsidiary as of the date of such redesignation or (ii) such fair market value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary plus the aggregate amount of any Restricted Investments made following the date of such original designation (measured as of the time each such Restricted Investment was made). The preceding provisions will not prohibit the payment of any dividend within 60 days after the date of declaration of the dividend, if at the date of declaration the dividend payment would have complied with the provisions of the Indenture. (b) So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions will not prohibit: (1) the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of the Company or of any Equity Interests of the Company in exchange or upon conversion for, or out of the Net Cash Proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock); provided that the amount of any such Net Cash Proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other 28 acquisition will be excluded from the second clause (3) of Section 4.1(a); (2) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of the Company in exchange for or with the net proceeds in cash from an incurrence of Permitted Refinancing Indebtedness; provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition will be excluded from the second clause (3) of Section 4.1(a); (3) the payment of any dividend by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis; (4) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company held by any officer, director, consultant or employee of the Company (or of any of its Restricted Subsidiaries) pursuant to any management equity subscription agreement, stock option agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $10.0 million in any twelve-month period; (5) loans to employees, officers and directors of the Company and its Restricted Subsidiaries not to exceed $10 million in the aggregate at any one time outstanding; (6) the repurchase of Equity Securities of the Company that may be deemed to occur upon the cash-less exercise thereof; (7) the making of any payment on or with respect to, or repurchase, redemption, defeasance or acquisition or retirement for value, of any subordinated Indebtedness convertible into Equity Interests (other than Disqualified Stock) of the Company in connection with (i) an optional redemption of such convertible subordinated Indebtedness pursuant to the terms thereof, provided that, the current market price per share of the Company's common stock (calculated based upon the average closing price as reported on the New York Stock Exchange (or other national securities exchange on which such common stock is listed) for the 30-trading day period immediately preceding the date any notice of redemption is sent or published) into which such Indebtedness is convertible equals or exceeds 150% of the conversion price in effect for such Indebtedness on the date of such notice, and (ii) the payment by the Company of cash in lieu of any fractional shares deliverable upon conversion of any 29 Indebtedness in compliance with the terms of the instruments governing such Indebtedness; provided that any amounts paid (other than Equity Interests (excluding Disqualified Stock)) pursuant to this clause (7) will be deducted in determining the amount of Restricted Payments permitted under the second clause (3) of Section 4.1(a); and (8) other Restricted Payments in an aggregate amount not to exceed $50 million. (c) The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this Section 4.1 will be determined by an officer of the Company and set forth in an officers' certificate delivered to the Trustee. If such fair market value exceeds $50 million, such determination shall be based upon a resolution of the Board of Directors, which resolution with respect thereto will also be delivered to the Trustee. Not later than the date of making any Restricted Payment, the Company will deliver to the Trustee such officers' certificate, which shall also state that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this Section 4.1 were computed, together with a copy of any fairness opinion or appraisal required by the Indenture. SECTION 4.2 Incurrence of Indebtedness and Issuance of Preferred Stock. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt), and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Company's Restricted Subsidiaries may incur Indebtedness or issue preferred stock, if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the preferred stock or Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period. (b) The provisions of Section 4.2(a) hereof shall not prohibit the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"): (1) the incurrence by the Company and its Restricted Subsidiaries of Indebtedness and letters of credit under the Credit Agreements in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum 30 potential liability of the Company and its Restricted Subsidiaries thereunder) (plus any Permitted Refinancing Indebtedness incurred to extend, retire, renew, defease, refinance, replace or refund such Indebtedness) not to exceed the greater of (A) $500.0 million; and (B) the sum of (i) 85% of the value of the Company's and its Restricted Subsidiaries' accounts receivable (before giving effect to any related reserves) shown on the Company's most recent Consolidated balance sheet prepared in accordance with GAAP that are not more than 90 days past due, plus (ii) 60% of the inventory shown on the Company's most recent Consolidated balance sheet in accordance with GAAP; in each case minus the amount of any such Indebtedness (X) retired with the Net Cash Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts or the commitments with respect to such Indebtedness as required pursuant to Section 4.13 hereof or (Y) assumed by a transferee in an Asset Sale; provided that, solely for purposes of calculating the amount of Indebtedness which may be incurred pursuant to this Section 4.2(b)(1), any Indebtedness incurred pursuant to Section 4.2(b)(11) will be deemed to have been incurred under Section 4.2(b)(1)(B); (2) the incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness; (3) the incurrence by the Company of Indebtedness represented by the Senior Notes to be issued on the Issue Date; (4) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to extend, refund, renew, refinance, defease or replace Indebtedness (other than intercompany Indebtedness) that was permitted by the Indenture to be incurred under Section 4.2(a) or clauses (2), (3) or clause (4) of Section 4.2(b); (5) the incurrence or issuance by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness, Disqualified Stock or preferred stock between or among the Company and any of its Restricted Subsidiaries; provided, however, that: (A) if the Company is the obligor on such Indebtedness, such Indebtedness must be contractually subordinated in right of payment to the prior payment of all Obligations with respect to the Senior Notes; and (B) (i) any subsequent issuance or transfer of Equity Interests or other transaction that results 31 in any such Indebtedness, Disqualified Stock or preferred stock being held by a Person other than the Company or a Restricted Subsidiary of the Company and (ii) any sale or other transfer of any such Indebtedness, Disqualified Stock or preferred stock to a Person that is not either the Company or a Restricted Subsidiary of the Company, will be deemed, in each case, to constitute an incurrence of such Indebtedness, Disqualified Stock or preferred stock by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this Section 4.2(b)(5); (6) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing or hedging interest rate risk with respect to any floating and/or fixed rate Indebtedness that is permitted by the terms of the Indenture to be outstanding or for the purpose of fixing or hedging currency exchange risk and not with the purpose of speculation; (7) the guarantee by the Company of Indebtedness of the Company or a Restricted Subsidiary of the Company or the guarantee (given reasonably contemporaneously with the incurrence of Indebtedness being guaranteed) by a Restricted Subsidiary of the Company of Indebtedness of any other Restricted Subsidiary of the Company, in each case that was permitted to be incurred by another provision of this Section 4.2 and by Section 4.6; (8) the accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the accumulation of dividends on Disqualified Stock or preferred stock of Restricted Subsidiaries (to the extent not paid) and the payment of dividends on Disqualified Stock or preferred stock of Restricted Subsidiaries in the form of additional shares of the same class of Disqualified Stock or preferred stock of Restricted Subsidiaries will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this covenant; provided, in each such case, that the amount thereof is included in Fixed Charges of the Company as accrued; (9) the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries in an aggregate principal amount (or accreted value or liquidation preference, as applicable) at any time outstanding incurred pursuant to this Section 4.2(b)(9), not to exceed $75 million; 32 (10) Indebtedness incurred solely in respect of bankers acceptances, letters of credit and performance bonds (to the extent that such incurrence does not result in the incurrence of any obligation to repay any obligation relating to borrowed money or other Indebtedness), all in the ordinary course of business in amounts and for the purposes customary in the Company's industry; and (11) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage or equipment financings or other Indebtedness or Disqualified Stock, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of engineering, installation, acquisition, lease, construction or improvement of property, plant or equipment used in the business of the Company or such Restricted Subsidiary, in an aggregate principal amount, liquidation amount, or accreted value, as applicable, not to exceed 10% of Consolidated Net Tangible Assets at any time outstanding; provided that solely for purposes of calculating the amount of Indebtedness which may be incurred pursuant to this Section 4.2(b)(11), any Indebtedness incurred pursuant to Section 4.2(b)(1)(B) will be deemed to have been incurred under this Section 4.2(b)(11). The Company shall not incur any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of the Company unless such Indebtedness is also contractually subordinated in right of payment to the Senior Notes on substantially identical terms; provided, however, that no Indebtedness of the Company shall be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Company solely by virtue of being unsecured. (c) For purposes of determining compliance with this Section 4.2, in the event that an item of proposed Indebtedness or Disqualified Stock or preferred stock of a Restricted Subsidiary, or portion thereof meets the criteria of more than one of the categories of Permitted Debt described in Section 4.2(b)(1) through (11) above, or is entitled to be incurred pursuant to Section 4.2(a), the Company will be permitted to classify such item of Indebtedness or Disqualified Stock or preferred stock of a Restricted Subsidiary, or portion thereof on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness or Disqualified Stock or preferred stock of a Restricted Subsidiary, or portion thereof, in any manner that complies with this Section 4.2, except that Indebtedness under the Credit Agreements (as described in clause (1) of the definition thereof) will be deemed to have been incurred in reliance on the exception provided by Section 4.2(b)(1). (d) For purposes of determining any particular amount of Indebtedness under this Section 4.2, Guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included to the extent that including such amount shall cause duplication. 33 (e) For purposes of determining compliance with this Section 4.2, the U.S. dollar-equivalent principal amount of Indebtedness denominated in any currency other than U.S. dollars shall be calculated based on the relevant currency exchange rate in effect as of the date such Indebtedness is incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that the amount of any Permitted Refinancing Indebtedness denominated in the same currency as the Indebtedness being refinanced thereby, shall be calculated based on the relevant exchange rate in effect as of the date of the incurrence of the Indebtedness being so refinanced. SECTION 4.3 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries; (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The restrictions of Section 4.3(a) shall not apply to encumbrances or restrictions existing under or by reason of: (1) agreements and instruments governing Existing Indebtedness, Existing Synthetic Lease Financings, the Credit Agreements and other agreements as in effect (or if not in effect, as attached hereto as Exhibit A) on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings and Credit Agreements are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions directly or indirectly affecting payments from Restricted Subsidiaries to the Company or to other Restricted Subsidiaries of the Company than those contained in those agreements on the Issue Date; (2) the Indenture and the Senior Notes; (3) applicable law; 34 (4) any agreement or instrument of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such agreement or instrument was entered into in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to the Company or any of its Restricted Subsidiaries or the properties or assets of the Company or any of its Restricted Subsidiaries, other than, in each case, the Person, or the property or assets of the Person, so acquired, provided that, in the case of any agreement or instrument with respect to Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred; (5) customary non-assignment provisions in leases and licenses entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations for property acquired in the ordinary course of business and provisions contained in operating leases that impose restrictions on the property acquired or leased of the nature described in Section 4.3(a)(3); (7) any agreement for the sale or other disposition of a Restricted Subsidiary that contains any of the encumbrances or restrictions described in Section 4.3(a) as they relate to that Restricted Subsidiary pending its sale or other disposition; (8) any agreement or instrument governing Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of Section 4.7 that limit the right of the debtor to dispose of the assets subject to such Liens; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, partnership agreements, assets sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business, in each case to the extent that the counterparty to such agreement is not an Affiliate of the Company; (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and 35 (12) restrictions contained in Qualified Foreign Indebtedness. SECTION 4.4 Designation of Restricted and Unrestricted Subsidiaries. The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value (as determined by the Board of Directors) of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated (and any Investments made in such Unrestricted Subsidiary after the date of designation) will be deemed to be Investments made as of the time of the designation (or the date of such Investment, as the case may be) and will reduce the amount available for Restricted Payments under Section 4.1(a) or Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default. SECTION 4.5 Transactions with Affiliates. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an "Affiliate Transaction"), unless: (1) the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that could reasonably be expected to be obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (2) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $50 million, the Company delivers to the Trustee either a resolution of the Board of Directors set forth in an officers' certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors, or an opinion as to the fairness to the Company of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. (b) The following items shall not be deemed to be Affiliate Transactions and, therefore, shall not be subject to the provisions of Section 4.5(a) hereof: 36 (1) any employment agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary; (2) Affiliate Transactions between or among the Company and/or its Subsidiaries; (3) Restricted Payments and Permitted Investments that are permitted by Section 4.1 hereof; (4) the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement (in each case entered into in the ordinary course of business consistent with past practice) for or with any employee, officer or director, including vacation, health, insurance, deferred compensation, retirement, savings or other similar plans; (5) the payment of compensation, performance of indemnification or contribution obligations, or an issuance, grant or award of stock, options or other equity related interests to employees, officers or directors in the ordinary course of business; and (6) the payment of reasonable and customary fees and the provision of indemnities to directors in connection with their services. SECTION 4.6 Limitations on Issuances of Guarantees of Indebtedness. (a) The Company shall not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee the payment of any other Indebtedness of the Company (other than Indebtedness under the Credit Agreements) unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the Guarantee of the payment of the Senior Notes by such Restricted Subsidiary, which Guarantee will be senior to or pari passu in right of payment or priority of Lien, as applicable, with such Restricted Subsidiary's Guarantee of or pledge to secure such other Indebtedness. (b) Notwithstanding Section 4.6(a), any such Guarantee of the Senior Notes shall provide by its terms that it will be automatically and unconditionally released and discharged: (1) in connection with any sale or other disposition of all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the 37 Company, if the sale or other disposition complies with the "Asset Sale" provisions of the Indenture; or (2) in connection with any sale of all or substantially all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Company, if the sale complies with Section 4.13 hereof and such Guarantor ceases to be a Subsidiary of the Company; provided, however, that any such release and discharge shall occur only to the extent that all obligations of such Guarantor under all of its guarantees of the Company's or its Restricted Subsidiaries' Indebtedness shall also terminate upon such release, sale or transfer and none of such Guarantor's Equity Interests are pledged for the benefit of any holder of any such Indebtedness of the Company or its Restricted Subsidiaries. SECTION 4.7 Liens. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than Permitted Liens) securing Indebtedness upon any of their property or assets, now owned or hereafter acquired, unless all payments due under the Indenture and the Senior Notes are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer so secured. SECTION 4.8 Sale and Leaseback Transactions. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if: (a) the Company or that Restricted Subsidiary, as applicable, could have incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test set forth in Section 4.2(a) hereof or under clause (11) of the definition of Permitted Debt; (b) only with respect to any sale leaseback transaction in which the assets subject to such sale leaseback have a fair market value (as determined by the Company in good faith) in excess of $10 million, the gross cash proceeds of that sale and leaseback transaction, when the terms of the lease are taken into account, are at least equal to the fair market value, as determined in good faith by the Board of Directors, of the property that is the subject of that sale and leaseback transaction; and (c) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with Section 4.13 hereof; provided that Sections 4.8(a) and 4.8(c) will have no effect following the occurrence of the Fall-Away Event. 38 SECTION 4.9 Merger, Consolidation or Sale of Assets. The Company shall not: (a) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (b) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: (1) either: (A) the Company is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Senior Notes and the Indenture; (3) immediately after such transaction, no Default or Event of Default exists; (4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.2(a); and (5) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made is at least equal to the Consolidated Net Worth of the Company immediately prior to such transaction, provided that Sections 4.9(b)(4) and 4.9(b)(5) will have no effect following the occurrence of the Fall-Away Event. (c) Upon any consolidation or merger or any sale, assignment, transfer, conveyance or other disposition of all or substantially all of the Company's assets in 39 accordance with the foregoing, the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made shall succeed to and be substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if such successor corporation had been named therein as the Company, and the Company shall be released from the obligations under the Senior Notes and the Indenture, except with respect to any obligations that arise from, or are related to, such transaction. (d) This Section 4.9 shall not apply to a merger, consolidation, sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries so long as such transaction is not for the purpose of evading this provision and/or is not in connection with any other transaction. SECTION 4.10 Payments for Consent. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Senior Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Senior Notes, unless such consideration is offered to be paid and is paid to all Holders of the Senior Notes who consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. SECTION 4.11 Reports. Whether or not required by the Commission, so long as any Senior Notes are outstanding, the Company shall furnish to the Holders of Senior Notes, within the time periods specified in the Commission's rules and regulations: (a) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants; and (b) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the Commission, the Company shall file a copy of all of the information and reports referred to in clauses (a) and (b) above with the Commission for public availability within the time periods specified in the Commission's rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request; provided that any information accepted for filing by the Commission shall be deemed to have been provided to the Holders, security analysts and prospective investors for purposes hereof. SECTION 4.12 Change of Control. 40 (a) If a Change of Control occurs, each Holder of Senior Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that Holder's Senior Notes pursuant to an offer on the terms set forth in this Indenture (the "Change of Control Offer"). In the Change of Control Offer, the Company shall offer a payment in cash equal to 101% of the aggregate principal amount of Senior Notes repurchased, plus accrued and unpaid interest on the Senior Notes repurchased, to, but not including, the date of purchase (the "Change of Control Payment"). Within twenty business days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Senior Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the " Change of Control Payment Date"), pursuant to the procedures required by this Indenture and described in such notice. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Senior Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of such conflict. (b) On the Change of Control Payment Date, the Company shall, to the extent lawful: (1) accept for payment all Senior Notes or portions of Senior Notes (equal to $1,000 principal amount or an integral multiple thereof) properly tendered and not withdrawn pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all such Senior Notes or portions of Senior Notes properly tendered; and (3) deliver or cause to be delivered to the Trustee the Senior Notes properly accepted together with an Officers' Certificate stating the aggregate principal amount of Senior Notes or portions of Senior Notes being purchased by the Company. (c) The Paying Agent shall promptly mail to each Holder of accepted Senior Notes the Change of Control Payment for such Senior Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Senior Note equal in principal amount to any unpurchased portion of the Senior Notes surrendered, if any; provided that each Senior Note shall be in a principal amount of $1,000 or an integral multiple of $1,000. (d) The Company shall publicly announce the results of the Change of Control Offer on, or as soon as practicable after, the Change of Control Payment Date. 41 (e) The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Senior Notes properly tendered and not withdrawn under the Change of Control Offer. SECTION 4.13 Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, unless: (1) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; (2) if such Asset Sale, or any group of related Asset Sales, is for assets with a fair market value in excess of $50 million, the fair market value is determined by the Company's Board of Directors and evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (3) at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary consists of cash, Cash Equivalents or Replacement Assets. For purposes of this provision, each of the following will be deemed to be cash: (A) any liabilities (other than contingent liabilities and liabilities that are by their terms subordinated to the Senior Notes), as shown on the Company's most recent Consolidated balance sheet, of the Company or any Restricted Subsidiary that are assumed by the transferee of any such assets pursuant to an agreement that expressly releases the Company or such Restricted Subsidiary from further liability; (B) property that within 60 days of such Asset Sale is converted, sold or exchanged by the Company or such Restricted Subsidiary into cash, Cash Equivalents or Replacement Assets; provided that any such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received; and (C) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result 42 of such Asset Sale, if the Company and all of its Restricted Subsidiaries immediately are released from all Guaranties, if applicable, of payments or other Obligations with respect to such Indebtedness and such Indebtedness is no longer the liability of the Company or any of its Restricted Subsidiaries. (b) Within 360 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company or such Restricted Subsidiary shall apply those Net Cash Proceeds: (1) permanently to repay Indebtedness and other Obligations under the Credit Agreements, any secured, unsubordinated Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary of the Company and if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; (2) to acquire all or substantially all of the assets of another Permitted Business; or (3) to acquire other assets that are immediately used or useful in a Permitted Business or to make Permitted Investments (other than pursuant to clauses (1) or (2) of the definition thereof other than repurchases of Senior Notes). (c) Pending the final application of any Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by this Indenture. (d) Any Net Cash Proceeds from Asset Sales that are not applied or invested as provided in Section 4.13(b) shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company shall make an Asset Sale Offer to all Holders of Senior Notes and, at the option of the Company, to all holders of other Indebtedness that ranks pari passu in right of payment with the Senior Notes containing provisions requiring the Company or its Restricted Subsidiaries to offer to purchase or to redeem such Indebtedness with the proceeds of sales of assets, to purchase the maximum principal amount of Senior Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount, plus accrued and unpaid interest to, but not including, the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or its Restricted Subsidiaries, as applicable, may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Senior Notes and such other pari passu Indebtedness to be purchased on a pro rata basis or such other basis allowed by this Indenture and such other Indebtedness. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. 43 (e) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Senior Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the Indenture, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the Indenture by virtue of such conflict. SECTION 4.14 Fall-Away Event. (a) If on any date following the Issue Date: (1) the Senior Notes are rated Baa3 or above by Moody's and BBB- or above by S&P (or, if either such entity ceases to rate the Senior Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other "nationally recognized statistical rating organization" within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Company as a replacement agency); and (2) no Default or Event of Default shall have occurred and be continuing; (the occurrence of the foregoing events being collectively referred to as the "Fall-Away Event"), then, upon the request of the Company to the Trustee, beginning on the day of such request and continuing at all times thereafter regardless of any subsequent changes in the rating of the Senior Notes, Sections 3.2, 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.12 and 4.13 shall no longer be applicable to the Senior Notes and Sections 4.8(a) and (c) and 4.9(b)(4) and (b)(5) shall also not be applicable to the Senior Notes. (b) Notwithstanding Section 4.14(a), so long as the Senior Notes are outstanding, including following the occurrence of the Fall-Away Event, the Company and its Restricted Subsidiaries shall be subject to Sections 4.7, 4.8 (other than clauses (a) and (c) thereof), 4.9 (other than clauses (b)(4) and (b)(5) thereof) and 4.10. ARTICLE V LEGAL DEFEASANCE AND COVENANT DEFEASANCE SECTION 5.1 Option to Effect Legal Defeasance or Covenant Defeasance. The Company may, at the option of its Board of Directors evidenced by a resolution set forth in an Officers' Certificate, at any time, elect to have either Section 5.2 or 5.3 hereof applied to all outstanding Senior Notes upon compliance with the conditions set forth below in this Article V. 44 SECTION 5.2 Legal Defeasance and Discharge. Upon the Company's exercise under Section 5.1 hereof of the option applicable to this Section 5.2, the Company shall, subject to the satisfaction of the conditions set forth in Section 5.4 hereof, be deemed to have been discharged from its Obligations with respect to all outstanding Senior Notes on the date the conditions set forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Senior Notes, which shall thereafter be deemed to be "outstanding" only for the purposes of Section 5.5 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all of its obligations under such Senior Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Senior Notes to receive payments in respect of the principal of, or interest or premium, if any, on such Senior Notes when such payments are due from the trust referred to in Section 5.4 hereof; (b) the Company's obligations with respect to such Senior Notes under Article 3 of the Senior Indenture and Section 10.2 of the Senior Indenture. (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, and the Company's obligations in connection therewith; and (d) this Article V. Subject to compliance with this Article V, the Company may exercise its option under this Section 5.2 notwithstanding the prior exercise of its option under Section 5.3 hereof. SECTION 5.3 Covenant Defeasance. Upon the Company's exercise under Section 5.1 hereof of the option applicable to this Section 5.3, the Company shall, subject to the satisfaction of the conditions set forth in Section 5.4 hereof, be released from its obligations under the covenants contained in Sections 10.6, 10.7, 10.8 and 10.9 of the Senior Indenture and Article IV hereof with respect to the outstanding Senior Notes on and after the date the conditions set forth in Section 5.4 hereof are satisfied (hereinafter, "Covenant Defeasance"), and the Senior Notes shall thereafter be deemed not "outstanding" for the purposes of any direction, waiver, consent or declaration or act of Holders (the consequences of any thereof) in connection with such covenants, but shall continue to be deemed "outstanding" for all other purposes hereunder (it being understood that such Senior Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Senior Notes, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not 45 constitute a Default or an Event of Default under Article VI hereof, but, except as specified above, the remainder of the Indenture and such Senior Notes shall be unaffected thereby. In addition, upon the Company's exercise under Section 5.1 hereof of the option applicable to this Section 5.3, subject to the satisfaction of the conditions set forth in Section 5.4 hereof, Sections 6.1(c) through 6.1 (g) hereof shall not constitute Events of Default. SECTION 5.4 Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 5.2 or 5.3 hereof to the outstanding Senior Notes: (a) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Senior Notes, cash in U.S. dollars, non - callable Government Securities, or a combination thereof, in such amounts as shall be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium, if any, on the outstanding Senior Notes on the stated maturity thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Senior Notes are being defeased to maturity or to a particular redemption date; (b) in the case of Legal Defeasance, the Company has delivered to the Trustee an Opinion of Counsel confirming that (1) the Company has received from or there has been published by, the Internal Revenue Service a ruling or (2) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Senior Notes shall not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and shall 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 Legal Defeasance had not occurred; (c) in the case of Covenant Defeasance, the Company has delivered to the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Senior Notes shall not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and shall 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) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and no Event of Default relating to bankruptcy or insolvency may occur at any time from the date of such deposit to the 91st calendar day thereafter; (e) such Legal Defeasance or Covenant Defeasance shall not result in breach or violation of, or constitute a default under any material agreement or instrument (other than as permitted in Section 5.4(d)) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound; 46 (f) the Company must deliver to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Senior Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and (g) the Company must deliver to the Trustee (i) an Officers' Certificate stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance provided for in Sections 5.4(a) - (f) hereof, as applicable, have been complied with, and (ii) an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) stating that all conditions precedent provided for in clauses (b) or (c), as applicable, and, to the knowledge of such counsel, (e) of this paragraph, have been complied with. SECTION 5.5 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 5.6 hereof, all money and non - callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 5.5, the "Trustee") pursuant to Section 5.4 hereof in respect of the outstanding Senior Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Senior Notes 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 Holders of such Senior Notes of all sums due and to become due thereon in respect of principal, 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 or assessed against the cash or non - callable Government Securities deposited pursuant to Section 5.4 hereof 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 Senior Notes. Anything in this Article V to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any money or non - callable Government Securities held by it as provided in Section 5.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 5.4(a) hereof), are in excess of the amount hereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. SECTION 5.6 Repayment to the Company. 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, interest or premium, if any, on any Senior Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Senior Note shall thereafter, as an unsecured creditor, look only to the Company for 47 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 the New York Times (national edition) and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Company. SECTION 5.7 Reinstatement. If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable Government Securities in accordance with Section 5.2 or 5.3 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company's obligations under the Indenture and the Senior Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 5.2 or 5.3 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 5.2 or 5.3 hereof, as the case may be; provided, however, that, if the Company makes any payment or principal of, premium, if any, or interest on any Senior Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Senior Notes to receive such payment from the money held by the Trustee or Paying Agent. ARTICLE VI DEFAULTS AND REMEDIES SECTION 6.1 Events of Default. Each of the following is an Event of Default: (a) default for 30 days in the payment when due of interest on the Senior Notes; (b) the Company's failure to pay all or any part of the principal of, or premium, if any, on the Senior Notes when and as the same becomes due and payable at maturity, redemption, by acceleration or otherwise, including, without limitation, payments described under Sections 4.12 or 4.13 or the failure of the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 4.9; (c) failure by the Company or any of its Restricted Subsidiaries for 30 days after notice by the Trustee or the Holders of at least 25% of the Senior Notes then outstanding to comply with any of the other agreements in the Indenture; (d) default 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 or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, if that default; 48 (1) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default"); or (2) results in the acceleration of such Indebtedness prior to its express maturity; provided that, in the case of an acceleration or Payment Default resulting from such acceleration solely with respect to the $394 million of certain of the Company's operating leases as described in the Prospectus Supplement under the heading "Risk Factors - Risks Relating to the Notes - We will be required to obtain waivers, consents or amendments from holders of certain of our financial instruments or will be required to prepay those obligations," such acceleration or Payment Default resulting from such acceleration is not cured on or prior to the fifth business day following acceleration and; provided further in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $50.0 million or more (or, following a Fall Away Event, such amount aggregates to $100.0 million or more); (e) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $50.0 million (or, following a Fall Away Event, judgments aggregating in excess of $100.0 million), which judgments are not paid, discharged or stayed for a period of 60 days; (f) the Company or any of its Restricted Subsidiaries: (1) commences a voluntary case under Title 11, U.S. Code or any similar federal or state law for the relief of debtors (collectively, "Bankruptcy Laws"), (2) consents to the entry of an order for relief against it in an involuntary case under any applicable Bankruptcy Law, (3) consents to the appointment of a custodian of it or for all or substantially all of its property, (4) makes a general assignment for the benefit of its creditors, or (5) generally is not paying its debts as they become due; or (g) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (1) is for relief against the Company or any of its Restricted Subsidiaries; 49 (2) appoints a custodian of the Company or any of its Restricted Subsidiaries or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries; or (3) orders the liquidation of the Company or any or its Restricted Subsidiaries; and the order or decree remains unstayed and in effect for 60 consecutive days. SECTION 6.2 Acceleration. If any Event of Default occurs (other than an Event of Default specified in clause (f) or (g) of Section 6.1 hereof) and is continuing, then the Trustee, upon request of the Holders of at least 25% in principal amount of the Senior Notes then outstanding, or the Holders of at least 25% in principal amount of the Senior Notes then outstanding may declare the principal of, premium and accrued interest, if any, on all the Senior Notes to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a "notice of acceleration" (the "Acceleration Notice"), and the same shall become immediately due and payable. Notwithstanding the foregoing, if an Event of Default specified in clause (f) or (g) of Section 6.1 hereof occurs with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Senior Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the Senior Notes then outstanding by written notice to the Trustee may on behalf of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. If an Event of Default occurs on or after February 15, 2006 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that they Company would have had to pay if the Company then had elected to redeem the Senior Notes pursuant to Section 3.1(b) hereof, then, upon acceleration of the Senior Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in the Indenture or in the Senior Notes to the contrary notwithstanding. If an Event of Default occurs prior to February 15, 2006 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding any prohibition on redemption of the Senior Notes prior to February 15, 2006, then, upon acceleration of the Senior Notes, an additional premium shall also become and be immediately due and payable, to the extent permitted by law, in an amount, for each of the years beginning on February 15 of the years set forth below, as set forth below (expressed as a percentage of the aggregate principal amount to the date of payment that would otherwise be due but for the provisions of this sentence: 50

YEAR PERCENTAGE ---- ---------- 2002.................................................. 109.625% 2003.................................................. 108.422% 2004.................................................. 107.219% 2005.................................................. 106.016%

ARTICLE VII FORM OF SENIOR NOTE SECTION 7.1 Form of Senior Note. The Senior Notes and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: [IF THE SENIOR NOTE IS A GLOBAL NOTE, INSERT - This is a Global Note within the meaning of the Indenture hereinafter referred to and its registered in the name of the Depositary or a nominee of the Depositary. This Senior Note is exchangeable for Senior Notes registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Senior Note (other than a transfer of this Senior Note as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in limited circumstances. Unless this Senior Note is presented by an authorized representative of The Depositary Trust Company, a New York corporation ("DTC") to the issuer or its agent for registration of transfer, exchange, or payment, and any Senior Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.] No._____________ CUSIP No. 834182 AN7 $_________________ ISIN No. US834182AN70 SOLECTRON CORPORATION 9.625% SENIOR NOTE DUE 2009 SOLECTRON CORPORATION, a Delaware corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________ the 51 principal sum of ________ dollars ($__________) on February 15, 2009 (such date is hereinafter referred to as the "Stated Maturity") and to pay interest on said principal sum from February 6, 2002, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, semi-annually in arrears on February 15 and August 15 of each year, commencing August 15, 2002, at the rate of 9.625% per annum (the "Interest Rate") until the principal hereof is paid or made available for payment; provided that any principal and installment of interest which is overdue shall bear interest (to the extent that payment of such interest is enforceable under applicable law) at the Interest Rate from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which interest is payable on this Senior Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effects as if made on such date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the person in whose name this Senior Note is registered at the close of business on the Regular Record Date for such interest installment, which as long as any Senior Notes are represented by a Global Note shall be the close of business on the immediately preceding February 1 for interest payable on the Senior Notes on February 15 and the close of business on the immediately preceding August 1 for interest payable on the Senior Notes on August 15; provided, however, if pursuant to the terms of the Indenture the Senior Notes are no longer represented by a Global Note, the Company may select such Regular Record Date for such interest installment which shall be more than one Business Day but less than 60 Business Days prior to an Interest Payment Date. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such Regular Record Date and may be paid to the Person in whose name this Senior Notes is registered at the close of business on a Special Record Date to be fixed by the Trustee for the payment of such Defaulted Interest, notice whereof shall be given to the registered Holders of this series of Senior Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Senior Notes may be listed, and upon such notice as may be required by such exchange all as more fully provided in the Indenture. The principal of and the interest on this Senior Note shall be payable at the Office or Agency of the Company maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by the Holder entitled thereto. This Senior Note shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the 52 Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Senior Note are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place. 53 IN WITNESS WHEREOF, the Company has caused this instrument to be executed. SOLECTRON CORPORATION By: -------------------------------- Name: Title: Attest: - ----------------------------- CERTIFICATE OF AUTHENTICATION This is one of the Senior Notes of the series designated herein and referred to in the within-mentioned Indenture. Dated: , 2002 STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A., as Trustee By: ---------------------------------- Authorized Signatory 54 (FORM OF REVERSE OF SENIOR NOTE) This Senior Note is one of a duly authorized series of the senior notes of the Company (herein sometimes referred to as the "Senior Notes"), specified in the Indenture hereinafter referred to, all issued or to be issued in one or more series under and pursuant to a Senior Debt Securities Indenture dated as of February 6, 2002 (the "Senior Indenture"), duly executed and delivered between the Company and State Street Bank and Trust Company of California, N.A., as Trustee (the "Trustee"), as supplemented by the First Supplemental Indenture, dated February 6, 2002, duly executed and delivered between the Company and the Trustee (the "First Supplemental Indenture" and together with the Senior Indenture, the "Indenture"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Senior Notes. By the terms of the Indenture, the Senior Notes are issuable in series that may vary as to amount, date of maturity, rate of interest and in other respects as provided in the Indenture. This series of Senior Notes is limited in aggregate principal amount as specified in said First Supplemental Indenture. At any time prior to February 15, 2005, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Senior Notes issued under the Indenture at a redemption price of 109.625% of the principal amount, plus accrued and unpaid interest, to, but not including, the redemption date, with cash in an amount not in excess of the Net Cash Proceeds of one or more Qualified Equity Offerings; provided that (i) at least 65% of the aggregate principal amount of Senior Notes issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding Senior Notes held by the Company and its Subsidiaries); and (ii) the redemption occurs within 90 days of the date of the closing of such Qualified Equity Offering. On or after February 15, 2006, the Company may redeem all or a part of the Senior Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest on the Senior Notes redeemed, to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on February 15 of the years indicated below:

Year Percentage ---- ---------- 2006 104.813% 2007 102.406% 2008 and thereafter 100.000%

In addition, at any time prior to February 15, 2006, the Company may, at its option, redeem the Senior Notes, in whole or in part, from time to time, upon not less than 30 nor more than 60 days' notice at a redemption price equal to the greater of (1) 104.813% of the principal amount of the Senior Notes so redeemed, plus accrued and unpaid interest, and (2) the Make-Whole Premium, plus, to the extent not included in the Make-Whole Premium, accrued and unpaid interest to, but not including, the date of redemption. 55 "Make-Whole Premium" means, with respect to a Senior Note, the sum of the present values of the remaining scheduled payments of interest, principal and premium thereon (not including any portion of such payments of interest accrued as of the date of redemption) as if the Senior Notes were redeemed on February 15, 2006 pursuant to Section 3.1(b) of the First Supplemental Indenture on such date, discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points. The Senior Notes do not have the benefit of any sinking fund obligation nor is the Company required to make mandatory redemption payments with respect to the Senior Notes. If a Change of Control occurs, each Holder of Senior Notes will have the right to require the Company to make an offer to all Holders to repurchase the Senior Notes on the terms, in accordance with the procedures and subject to the limitations set forth in the Indenture. If the Company or a Restricted Subsidiary consummates any Asset Sales, when the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company shall make an Asset Sale Offer to all Holders of Senior Notes and, at the option of the Company, to all holders of other Indebtedness that ranks pari passu in right of payment with the Senior Notes containing provisions requiring the Company or its Restricted Subsidiaries to offer to purchase or to redeem such Indebtedness with the proceeds of sales of assets, to purchase the maximum principal amount of Senior Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds on the terms, in accordance with the procedures and subject to the limitations set forth in the Indenture and such other pari passu Indebtedness. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Senior Notes may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. 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 Senior Notes to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Senior Notes at the time Outstanding to be affected. The Indenture also contains provisions permitting the Holders of a majority in principal amount of the Senior Notes at the time Outstanding, on behalf of the Holders of all Senior Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Senior Note shall be conclusive and binding upon such Holder and upon all future Holders of this Senior Note and of any Senior Note 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 Senior Note. As provided in and subject to the provisions of the Indenture, the Holder of this Senior Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy 56 thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Senior Notes, the Holders of not less than 25% in principal amount of the Senior Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Senior Notes at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Senior Note for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Senior Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Senior Note 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 Senior Note is registrable in the Security Register, upon surrender of this Senior Note for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Senior Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing, and thereupon one or more new Senior Notes and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes 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, Senior Notes are exchangeable for a like aggregate principal amount of Senior Notes and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Senior Note 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 Senior Note is registered as the owner hereof for all purposes, whether or not this Senior Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. No recourse shall be had for the payment of the principal of or the interest on this Senior Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, shareholder, officer or director, past, present or future, as such, of the Company or of any predecessor or 57 successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released. [If Senior Note is a Global Note, insert This Senior Note is a Global Note and is subject to the provisions of the Indenture relating to Global Notes, including the limitations in Section 3.5 of the Senior Indenture on transfers and exchanges of Global Notes.] All terms used in this Senior Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture. This Senior Note shall be governed by and construed in accordance with the laws of the State of New York. 58 ASSIGNMENT FOR VALUE RECEIVED, the undersigned assigns and transfers this Senior Note to: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Insert assignee's social security or tax identification number) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Insert address and zip code of assignee) agent to transfer this Senior Note on the Security Register. The agent may substitute another to act for him or her. Dated: Signature: Signature Guarantee: (Sign exactly as your name appears on the other side of this Senior Note) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 59 OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Senior Note purchased by the Company pursuant to 4.12 or 4.13 of the First Supplemental Indenture, check the box below: Section 4.12 [ ] Section 4.13 [ ] If you want to elect to have only part of the Senior Note purchased by the Company pursuant to Section 4.12 or Section 4.13 of the First Supplemental Indenture, state the amount you elect to have purchased: $________________ Date:___________ Your signature:_________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.:______________ SIGNATURE GUARANTEE: __________________________________ Signature must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 60 [IF THE SENIOR NOTE IS A GLOBAL NOTE, INSERT - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made:

Amount of Amount of Principal amount of Signature of decrease in increase in this Global Note authorized principal principal following such signatory amount of the amount of the decrease or of Trustee or Date Global Note Global Note increase Custodial Agent

61 ARTICLE VIII ORIGINAL ISSUE OF SENIOR NOTES SECTION 8.1 Original Issue of Senior Notes. Senior Notes in the initial aggregate principal amount of $500,000,000 may, upon execution of this First Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Senior Notes in accordance with a Company Order. The date of issuance of the Senior Notes shall be February 6, 2002 (the "Issue Date"). ARTICLE IX AMENDMENT, SUPPLEMENT AND WAIVER SECTION 9.1 Without Consent Of Holders Of Senior Notes Notwithstanding Section 9.2 hereof, the Company and the Trustee may amend or supplement this Indenture or the Senior Notes without the consent of any Holder of a Senior Note: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Senior Notes in addition to or in place of certificated Senior Notes; (c) to provide for the assumption of the Company's obligations to the Holders of the Senior Notes in the case of a merger or consolidation by a successor to the Company pursuant to Section 4.9 hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of the Senior Notes or that does not adversely affect the legal rights hereunder of any Holder of the Senior Note; (e) to comply with requirements of the Commission in order to maintain the qualification of this Indenture under the TIA; (f) 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; and (g) to add guarantors to the Senior Notes or to add collateral securing the Senior Notes pursuant to the terms hereof. Upon the written request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 6.3 of the Senior Indenture, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein 62 contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. SECTION 9.2 With Consent of Holders of Senior Notes. Except as provided below in this Section 9.2, the Company and the Trustee, may amend or supplement this Indenture and the Senior Notes with the consent of the Holders of a majority in aggregate principal amount of the Senior Notes then outstanding, voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Senior Notes), and subject to Section 9.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Senior Notes, except a rescission of acceleration of the Senior Notes by the Holders of a majority in aggregate principal amount of the Senior Notes and a waiver of the payment default resulting from such acceleration) or compliance with any provision of this Indenture or the Senior Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Senior Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Senior Notes). Any such consent shall be delivered to the Trustee. Upon the written request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Senior Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 of the Senior Indenture, the Trustee shall join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Senior Notes under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company shall mail to the Holders of Senior Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to the provisions of this Section 9.2 and Section 9.7 hereof, the Holders of a majority in aggregate principal amount of the Senior Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Senior Notes. A copy of any such waiver shall be delivered to the Trustee. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.2 may not (with respect to any Senior Notes held by a non-consenting Holder): 63 (a) reduce the percentage in principal amount of Senior Notes outstanding whose Holders must consent to an amendment, supplement or waiver provided for in this Indenture; (b) reduce the principal of or change the Stated Maturity of any Senior Note or alter the provisions with respect to the redemption of Senior Notes (other than provisions related to Sections 3.2, 4.12 and 4.13 hereof); (c) reduce the rate of or change the time for payment of interest on any Senior Notes; (d) waive a Default or an Event of Default in the payment of, principal of, or interest or premium, if any on the Senior Notes (except a rescission of acceleration of the Senior Notes by the Holders of a majority in aggregate principal amount of the Senior Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Senior Note payable in money other than that stated in the Senior Notes; (f) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders of Senior Notes to receive payments of, principal of, or interest or premium, if any, on the Senior Notes; (g) waive a redemption payment with respect to any Senior Note (other than a payment required by Section 3.2, 4.12 or 4.13); or (h) modify any of the waiver provisions, except to increase any required 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 Senior Note affected thereby. SECTION 9.3 Compliance With Trust Indenture Act. Every amendment or supplement to this Indenture or the Senior Notes shall be set forth in a amended or supplemental indenture that complies with the TIA as then in effect. SECTION 9.4 Revocation And Effect Of Consents. (a) Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Senior Note is a continuing consent by the Holder of a Senior Note and every subsequent Holder of a Senior Note or portion of a Senior Note that evidences the same debt as the consenting Holder's Senior Note, even if notation of the consent is not made on any Senior Note. However, any such Holder of a Senior Note or subsequent Holder of a Senior Note may revoke the consent as to its Senior Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder. An amendment or waiver shall become effective upon receipt by the Trustee of the requisite number of written consents under Section 9.1 or 9.2 as applicable. 64 (b) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders of Senior Notes entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who held Senior Notes at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. If such record date is fixed by the Company, it shall so notify the Trustee in writing. SECTION 9.5 Notation On Or Exchange Of Senior Notes. (a) The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Senior Note thereafter authenticated. The Company in exchange for all Senior Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Senior Notes that reflect the amendment, supplement or waiver. (b) Failure to make the appropriate notation or issue a new Senior Note shall not affect the validity and effect of such amendment, supplement or waiver. SECTION 9.6 Trustee To Sign Amendments, Etc. The Trustee shall sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee and all other conditions to the execution and delivery of such amendment or supplement set forth in this Article 9 are fulfilled. The Company may not sign an amendment or supplemental indenture until the Board of Directors approves it. In executing any amended or supplemental indenture, the Trustee shall be entitled to receive and (subject to Section 6.1 of the Senior Indenture) shall be fully protected in relying upon an Officer's Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment is the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.3). SECTION 9.7 Waiver Of Past Defaults. Holders of not less than a majority in aggregate principal amount of the then outstanding Senior Notes by written notice to the Trustee may on behalf of the Holders of all of the Senior Notes waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, the Senior Notes (including in connection with an offer to purchase). 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 9.8 Effect of Supplemental Indenture. 65 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 Senior Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. ARTICLE X MISCELLANEOUS SECTION 10.1 Ratification of Senior Indenture. The Senior Indenture, as supplemented by this First Supplemental Indenture, is in all respects ratified and confirmed, and this First Supplemental Indenture shall be deemed part of the Senior Indenture in the manner and to the extent herein and therein provided. SECTION 10.2 Reference to and Effect on the Senior Indenture. This First Supplemental Indenture shall be construed as supplemental to the Senior Indenture and all the terms and conditions of this First Supplemental Indenture shall be deemed to be part of the terms and conditions of the Senior Indenture and in each case the terms of this First Supplemental Indenture shall supercede the terms of the Senior Indenture, except as set forth herein, or modified hereby, the Senior Indenture heretofore executed and delivered is hereby (i) incorporated by reference in this First Supplemental Indenture and (ii) ratified, approved, and confirmed. Notwithstanding the foregoing, Sections 5.1, 5.2, 5.13, 7.4, 8.1, 8.2, 9.1, 9.2, 9.3, 9.4, 9.5, 9.6, 10.6, 10.8, 10.9, 10.10, 10.11 and Article 13 of the Senior Indenture shall not apply to the Senior Notes. SECTION 10.3 Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE AND EACH SENIOR NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SECTION 10.4 Not Responsible for Recitals. The recitals contained in this First Supplemental Indenture, except the Trustee's certificate of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness and makes no representation as to the validity or sufficiency of this First Supplemental Indenture. SECTION 10.5 Counterparts. This First Supplemental Indenture may be executed in any number of counterparts each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. 66 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized, on the date or dates indicated in the acknowledgments and as of the day and year first above written. SOLECTRON CORPORATION By: /s/ Kiran Patel ----------------------------- Name: Kiran Patel Title: Executive Vice President Chief Financial Officer Attest: /s/ Philip E. Fok - -------------------- STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A., as Trustee By: /s/ Steve Rivero ----------------------------- Authorized Signatory EX-5.1 6 f78964ex5-1.txt EXHIBIT 5.1 Exhibit 5.1 February 6, 2002 Solectron Corporation 777 Gibraltar Drive Milpitas, California 95035 RE: SOLECTRON CORPORATION PUBLIC OFFERING OF 9.625% SENIOR NOTES DUE 2009 Ladies and Gentlemen: We have acted as counsel to Solectron Corporation, a Delaware corporation (the "Company"), in connection with (i) the Company's registration statement on Form S-3 (Registration No. 333-64454-01) filed by the Company pursuant to the Securities Act of 1933, as amended (the "Act"), with the Securities and Exchange Commission (the "Commission") on July 2, 2001, as amended by Amendment No. 1 to such registration statement filed August 3, 2001 and by Amendment No. 2 to such registration statement filed August 28, 2001, and as declared effective on August 29, 2001 (the "Registration Statement"), and the related prospectus dated August 29, 2001, as supplemented by the prospectus supplement dated February 1, 2002 (the final prospectus, in the form filed with the Commission pursuant to Rule 424(b) of the rules and regulations under the Act, the "Prospectus"), relating to the offering by the Company of $500,000,000 in aggregate principal amount of its 9.625% Senior Notes due 2009 (the "Securities"), and (ii) that certain Underwriting Agreement dated February 1, 2002 (the "Underwriting Agreement") by and among Goldman, Sachs & Co., Banc of America Securities LLC, J.P. Morgan Securities Inc., Scotia Capital (USA) Inc. and BNP Paribas Securities Corp. (the "Underwriters") and the Company relating to the offering of the Securities. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act. As such counsel, we have examined originals, certified copies or copies otherwise identified to us as being true copies of the originals, of the following: a. The Underwriting Agreement; b. The Senior Debt Securities Indenture, dated as of February 6, 2002 (the "Base Indenture"), between the Company and State Street Bank and Trust Company of California, N.A. ("State Street Bank"), as trustee (the "Trustee"), as supplemented by the First Supplemental Indenture, dated as of February 6, 2002 (the Base Indenture, as so supplemented, the "Indenture"); c. A specimen form of the Securities; and Solectron Corporation February 6, 2002 Page 2 d. Resolutions of the Board of Directors of the Company with respect to the transactions covered by the opinions contained herein and resolutions of the Pricing Committee of the Board of Directors of the Company with respect to the issuance of the Securities, as certified by the Secretary of the Company. In addition, we have obtained from public officials and from officers of the Company such other certificates and assurances, and we have examined such corporate records of the Company, as we have considered necessary or appropriate for the purpose of rendering the opinions contained in this letter. We have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; (c) the truth, accuracy and completeness of the information, factual matters and representations and warranties contained in the records, documents, instruments and certificates we have reviewed, except to the extent any such representations and warranties constitute legal conclusions specifically covered in our opinions set forth below; (d) the conformity of the issuance and sale of the Securities to the manner stated in the Registration Statement and the Prospectus and the compliance of such issuance and sale with applicable federal and state securities laws; (e) except as specifically covered in the opinions set forth below, the due authorization, execution and delivery on behalf of the respective parties thereto of documents referred to herein and the legal, valid and binding effect thereof on such parties; and (f) due authentication of the Securities by the Trustee. As to any facts material to the opinions expressed herein that were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company and the Underwriters. Members of our firm are admitted to the Bar of the States of California and New York, and the opinions expressed herein are limited in all respects to existing Federal laws of the United States, laws of the State of California, laws of the State of New York, and the General Corporation Law of the State of Delaware. Our opinions are limited to such laws as, in our experience, are normally applicable to the transactions of the type contemplated by the Underwriting Agreement, the Securities and the Indenture. As to the validity and binding effect and enforceability of the Securities, our opinions assume that the existing laws of the State of New York apply and we express no opinion as to (i) the effect of any bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other similar laws relating to or affecting the rights of creditors generally, including, without limitation, laws relating to fraudulent transfers, conveyances or preferences, (ii) rights to indemnification and contribution which may be limited by applicable law or equitable principles, or (iii) the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible Solectron Corporation February 6, 2002 Page 3 unavailability of specific performance, injunctive relief or other equitable relief, and limitations on rights of acceleration, whether considered in a proceeding in equity or at law. On the basis of the foregoing and subject to the limitations and qualifications set forth herein, we advise you that, in our opinion: (i) the Securities have been duly authorized, executed, issued and delivered by the Company; and (ii) the Securities constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms and will be entitled to the benefits provided by the Indenture. This letter is furnished to you solely for use in connection with the Registration Statement and is not to be used, circulated, quoted or otherwise referred to for any other purpose, or relied upon by any other person, without our express written permission. We consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to our firm in the Registration Statement. In giving such consent, we do not admit that we fall within the category of persons whose consent is required under Section 7 of the Act, or that we are "experts," as that term is used in the Act or in the rules and regulations of the Commission thereunder, with respect to any part of the Registration Statement, including this letter as an exhibit or otherwise. Very truly yours, WILSON SONSINI GOODRICH & ROSATI, Professional Corporation /s/ Wilson Sonsini Goodrich & Rosati -----END PRIVACY-ENHANCED MESSAGE-----

EX-1.1

                                                                     Exhibit 1.1

                              SOLECTRON CORPORATION

                          9.625% SENIOR NOTES DUE 2009

                             UNDERWRITING AGREEMENT

                                                                February 1, 2002

Goldman, Sachs & Co.,
Banc of America Securities LLC
J.P. Morgan Securities Inc.
Scotia Capital (USA) Inc.
BNP Paribas Securities Corp.
         As representatives of the several Underwriters
         Named in Schedule I hereto (the "Representatives")
c/o Goldman, Sachs & Co.
85 Broad Street,
New York, New York 10004

         Ladies and Gentlemen:

         Solectron Corporation, a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein, to issue and sell
to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate
of $500,000,000 principal amount of the Company's 9.625% Senior Notes due
February 15, 2009 (the "Securities").

         The Securities will be issued pursuant to a Senior Debt Securities
Indenture, to be dated as of February 6, 2002 (the "Base Indenture"), between
the Company and State Street Bank and Trust Company of California, N.A., as
Trustee (the "Trustee"), as supplemented by the First Supplemental Indenture, to
be dated as of February 6, 2002 (the "First Supplemental Indenture," and,
together with the Base Indenture, the "Indenture"), between the Company and the
Trustee.


         1. The Company represents and warrants to, and agrees with, each of the
Underwriters as of the date hereof that:

                  (a) A registration statement on Form S-3 (File No.
         333-64454-01) and amendments thereto filed prior to the date hereof
         (collectively, the "Initial Registration Statement") in respect of the
         Securities has been filed with the Securities and Exchange Commission
         (the "Commission"); the Initial Registration Statement and any
         post-effective amendment thereto filed prior to the date hereof,
         excluding exhibits to the Initial Registration Statement, but including
         all documents incorporated by reference in the prospectus contained
         therein as of

         the date hereof, each in the form heretofore delivered to you for each
         of the other Underwriters, have been declared effective by the
         Commission in such form; other than a registration statement, if any,
         increasing the size of the offering (a "Rule 462(b) Registration
         Statement"), filed pursuant to Rule 462(b) under the Securities Act of
         1933, as amended (the "Act"), which became effective upon filing, no
         other document with respect to the Initial Registration Statement or
         document incorporated by reference therein has heretofore been filed or
         transmitted for filing with the Commission (other than filings by the
         Company under the Securities Exchange Act of 1934, as amended (the
         "Exchange Act") and other than prospectuses filed pursuant to Rule
         424(b) of the rules and regulations of the Commission under the Act,
         each in the form heretofore delivered to you); and no stop order
         suspending the effectiveness of the Initial Registration Statement, any
         post-effective amendment thereto or the Rule 462(b) Registration
         Statement, if any, has been issued and no proceeding for that purpose
         has been initiated or threatened by the Commission (any preliminary
         prospectus included in the Initial Registration Statement or filed with
         the Commission pursuant to Rule 424(a) under the Act is hereinafter
         called a "Preliminary Prospectus"; the various parts of the Initial
         Registration Statement, any post-effective amendment thereto and the
         Rule 462(b) Registration Statement, if any, including all exhibits
         thereto and the documents incorporated by reference in the prospectus
         contained in the Initial Registration Statement at the time such part
         of the Initial Registration Statement became effective, but excluding
         Form T-1, each as amended at the time such part of the Initial
         Registration Statement became effective or such part of the Rule 462(b)
         Registration Statement, if any, became or hereafter becomes effective,
         are hereinafter collectively called the "Registration Statement"; the
         prospectus relating to the offer and sale of the Securities, in the
         form in which it has most recently been filed, or transmitted for
         filing, with the Commission on or prior to the date of this Agreement,
         being hereinafter called the "Prospectus"; any reference herein to any
         Preliminary Prospectus or the Prospectus shall be deemed to refer to
         and include the documents incorporated by reference therein pursuant to
         Item 12 of Form S-3, as of the date of such Preliminary Prospectus or
         Prospectus, as the case may be; any reference to any amendment or
         supplement to any Preliminary Prospectus or the Prospectus shall be
         deemed to refer to and include any documents filed under the Exchange
         Act after the date of such Preliminary Prospectus or Prospectus, as the
         case may be, and on or prior to the date hereof or the Time of
         Delivery, as applicable, and incorporated by reference in such
         Preliminary Prospectus or Prospectus, as the case may be; any reference
         to any amendment to the Initial Registration Statement shall be deemed
         to refer to and include any annual report of the Company filed pursuant
         to Sections 13(a) or 15(d) of the Exchange Act after the effective date
         of the Initial Registration Statement that is incorporated by reference
         in the Registration Statement and on or prior to the date hereof or the
         Time of Delivery, as applicable; and any reference to the Prospectus as
         amended or supplemented shall be deemed to refer to the Prospectus as
         amended or supplemented in relation to the Securities in the form in
         which it is filed with the Commission pursuant to Rule 424(b) under the
         Act in accordance with Section 5(a) hereof including any documents
         incorporated by reference therein as of the date of such filing);

                  (b) No order preventing or suspending the use of any
         Preliminary Prospectus or the Prospectus has been issued by the
         Commission, and each

                                       2

         Preliminary Prospectus and Prospectus, at the time of filing thereof,
         conformed in all material respects to the requirements of the Act and
         the rules and regulations of the Commission thereunder, and did not
         contain an untrue statement of a material fact or omit to state a
         material fact required to be stated therein or necessary to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading; provided, however, that this representation
         and warranty shall not apply to any statements or omissions made in
         reliance upon and in conformity with information furnished in writing
         to the Company by an Underwriter through Goldman, Sachs & Co. expressly
         for use therein;

                  (c) The documents incorporated by reference in the Prospectus,
         when they became effective or were filed with the Commission, as the
         case may be, on or prior to the date hereof or the Time of Delivery, as
         applicable, complied and will comply in all material respects with the
         requirements of the Act or the Exchange Act, as applicable, and the
         rules and regulations of the Commission thereunder, and when read
         together with the other information in the Prospectus none of such
         documents contained an untrue statement of a material fact or omitted
         to state a material fact required to be stated therein or necessary to
         make the statements in the Prospectus, in light of the circumstances
         under which they were made, not misleading; provided, however, that
         this representation and warranty shall not apply to any statements or
         omissions made in reliance upon and in conformity with information
         furnished in writing to the Company by an Underwriter through Goldman,
         Sachs & Co. expressly for use therein;

                  (d) The Registration Statement complies, and the Prospectus
         and any further amendments or supplements to the Registration Statement
         or the Prospectus will on and prior to the date hereof and the Time of
         Delivery, as applicable, comply, in all material respects with the
         requirements of the Act and the Trust Indenture Act of 1939, as amended
         (the "Trust Indenture Act") and the rules and regulations of the
         Commission thereunder and do not and will not, as of the applicable
         effective date as to the Registration Statement and any amendment
         thereto and as of the applicable filing date as to the Prospectus and
         any amendment or supplement thereto, in any case on and prior to the
         date hereof and the Time of Delivery, as applicable, contain an untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading; provided, however, that this representation and warranty
         shall not apply to any statements or omissions made in reliance upon
         and in conformity with information furnished in writing to the Company
         by an Underwriter through Goldman, Sachs & Co. expressly for use
         therein;

                  (e) Since the respective dates as of which information is
         given in the Registration Statement and the Prospectus, except as
         otherwise stated therein, (a) there has been no material adverse change
         in the condition, financial or otherwise, or in the earnings, business
         affairs or business prospects of the Company and its subsidiaries
         considered as one enterprise, whether or not arising in the ordinary
         course of business (a "Material Adverse Effect"), (b) there have been
         no transactions entered into by the Company or any of its subsidiaries,
         other than those arising in the ordinary course of business, which are
         material with respect to the Company and its subsidiaries considered as
         one

                                       3

         enterprise, and (c) except for dividends on the Company's preferred
         stock that may be outstanding from time to time, in amounts per share
         that are consistent with the applicable charter document or supplement
         thereto, respectively, no dividend or distribution of any kind has been
         declared, paid or made by the Company on any class of its capital
         stock;

                  (f) The Company and its subsidiaries (i) have good and
         marketable title to all real property owned by them and (ii) hold all
         personal property owned by them, in each case free and clear of all
         adverse claims, liens, encumbrances and defects except such as are
         described in the Prospectus or such as would not result, singly or in
         the aggregate, in a Material Adverse Effect; and all of the leases and
         subleases material to the business of the Company and its subsidiaries,
         considered as one enterprise, are held by them under valid, subsisting
         and enforceable leases with such exceptions as do not interfere with
         the use made and proposed to be made of such property and buildings by
         the Company and its subsidiaries, except as would not, singly or in the
         aggregate, result in a Material Adverse Effect;

                  (g) The Company has been duly incorporated and is validly
         existing as a corporation in good standing under the laws of the State
         of Delaware and has corporate power and authority to own, lease and
         operate its properties and to conduct its business as described in the
         Prospectus and to enter into and perform its obligations under, or as
         contemplated under, this Agreement and the Indenture. The Company is
         duly qualified as a foreign corporation to transact business and is in
         good standing in each other jurisdiction in which such qualification is
         required, whether by reason of the ownership or leasing of property or
         the conduct of business, except where the failure to so qualify or be
         in good standing would not result in a Material Adverse Effect;

                  (h) Each subsidiary of the Company has been duly organized and
         is validly existing as an entity in good standing under the laws of the
         jurisdiction of its organization, has the power and authority to own,
         lease and operate its properties and to conduct its business as
         described in the Prospectus and is duly qualified as a foreign
         organization to transact business and is in good standing in each
         jurisdiction in which such qualification is required, whether by reason
         of the ownership or leasing of property or the conduct of business,
         except where the failure to so qualify or be in good standing would not
         result in a Material Adverse Effect. The Company does not have any
         "significant subsidiaries" (as such term is defined in Rule 1-02 of
         Regulation S-X promulgated under the Act) other than those listed on
         Schedule II hereto. Except as otherwise stated in the Registration
         Statement and the Prospectus, all of the issued and outstanding capital
         stock of each significant subsidiary has been duly authorized and is
         validly issued, fully paid and non-assessable and is owned by the
         Company (except for directors qualifying shares), directly or through
         subsidiaries, free and clear of any security interest, mortgage,
         pledge, lien, encumbrance, claim or equity. None of the outstanding
         shares of capital stock of any significant subsidiary were issued in
         violation of preemptive or other similar rights of any securityholder
         of such subsidiary;

                  (i) The Company has the capitalization set forth in the
         Prospectus under the heading "Capitalization," and all of the issued
         shares of capital stock of

                                       4

         the Company have been duly and validly authorized and issued and are
         fully paid and non-assessable;

                  (j) At the Time of Delivery, the Indenture will have been duly
         authorized and executed and delivered by the Company, and, assuming due
         authorization, execution and delivery by the Trustee, will constitute a
         valid and binding obligation of the Company, enforceable against the
         Company in accordance with its terms, except that enforcement thereof
         may be limited by bankruptcy, insolvency (including, without
         limitation, all laws relating to fraudulent transfers), reorganization,
         moratorium or similar laws affecting enforcement of creditors' rights
         generally and except as enforcement thereof may be subject to general
         principles of equity (regardless of whether enforcement is considered
         in a proceeding in equity or at law); the Indenture conforms in all
         material respects to the description thereof contained in the
         Prospectus;

                  (k) The Securities have been duly authorized by the Company,
         and when authenticated, issued and delivered in the manner provided in
         the Indenture and delivered against payment of the purchase price
         therefor as provided herein, will constitute valid and binding
         obligations of the Company enforceable in accordance with their terms;
         the Indenture has been duly authorized and duly qualified under the
         Trust Indenture Act; and the Securities will conform in all material
         respects to the descriptions thereof in the Prospectus;

                  (l) The issue and sale of the Securities and the compliance by
         the Company with all of the provisions of the Securities, the Indenture
         and this Agreement and the consummation of the transactions herein and
         therein contemplated will not conflict with or result in a breach or
         violation of any of the terms or provisions of, or constitute a default
         under, (i) any indenture, mortgage, deed of trust, loan agreement or
         other agreement or instrument to which the Company or any of its
         subsidiaries is a party or by which the Company or any of its
         subsidiaries is bound or to which any of the property or assets of the
         Company or any of its subsidiaries is subject, except as disclosed in
         the Prospectus (in which regard the Company represents and warrants
         that the operating leases referred to in the disclosure under the
         caption "Risk Factors - Risks Relating to the Notes - We will be
         required to obtain waivers, consents or amendments from holders of
         certain of our financial instruments or we will be required to pre-pay
         those obligations" relate solely to the documents set forth in Annex
         III hereto and documents ancillary thereto), and except as a result of
         the expiration of the Current Waivers (as such term is defined in Annex
         III hereto) or as a result of the fact that as of the date hereof the
         Current Waivers contain terms and conditions providing for such
         expiration, and except for such conflicts, breaches, violations or
         defaults that would not result in a Material Adverse Effect, (ii) nor
         will such action result in any violation of (A) the provisions of the
         Certificate of Incorporation or the By-laws of the Company, or (B) any
         applicable statute or any order, rule or regulation of any court or
         governmental agency or body having jurisdiction over the Company or any
         of its subsidiaries or any of their properties, except for such
         violations that would not result in a Material Adverse Effect; and no
         consent, approval, authorization, order, registration or qualification
         of or with any such court or governmental agency or body is required
         for the issue and sale of the Securities, or the consummation by the
         Company of the transactions contemplated by this Agreement or the
         Indenture, except for

                                       5

         those consents, approvals, authorizations, orders, registrations or
         qualifications which have already been obtained;

                  (m) Neither the Company nor any of its subsidiaries is (i) in
         violation of its charter or by-laws or similar governing documents or
         (ii) in default in the performance or observance of any material
         obligation, covenant or condition contained in any indenture, mortgage,
         deed of trust, loan agreement, lease or other agreement or instrument
         to which it is a party or by which it or any of its properties may be
         bound, except, in the case of this clause (ii), as disclosed in the
         Prospectus on the date hereof, and except as a result of the expiration
         of the Current Waivers or as a result of the fact that as of the date
         hereof the Current Waivers contain terms and conditions providing for
         such expiration, and except for such defaults as would not result in a
         Material Adverse Effect;

                  (n) The statements set forth in the Prospectus under the
         caption "Description of the Notes" insofar as they purport to
         constitute a summary of the terms of the Securities, and the statements
         set forth in the Prospectus under the captions "Underwriting" (other
         than statements made under such caption in reliance upon and in
         conformity with written information furnished to the Company by the
         Representatives expressly for use therein) and "Description of Other
         Indebtedness", insofar as they purport to describe the provisions of
         the laws and documents referred to therein, are accurate, complete and
         fair in all material respects;

                  (o) Although the discussion set forth in the Prospectus under
         the heading "Certain United States Federal Income Tax Consequences"
         does not purport to discuss all possible United States federal income
         tax consequences of the purchase, ownership and disposition of the
         Securities, such discussion constitutes, in all material respects, a
         fair and accurate summary of the United States federal income tax
         consequences of the purchase, ownership and disposition of the
         Securities, based upon current United States federal income tax law;

                  (p) Other than as set forth in the Prospectus, there are no
         legal or governmental proceedings pending, or to the knowledge of the
         Company, threatened, to which the Company or any of its subsidiaries is
         a party or of which any property of the Company or any of its
         subsidiaries is the subject which, if determined adversely to the
         Company or any of its subsidiaries, would individually or in the
         aggregate have a Material Adverse Effect;

                  (q) The Company is not and, after giving effect to the
         offering and sale of the Securities, will not be an "investment
         company" or an entity "controlled" by an "investment company", as such
         terms are defined in the Investment Company Act of 1940, as amended
         (the "Investment Company Act");

                  (r) KPMG, LLC, who have certified certain financial statements
         of the Company and its subsidiaries, are independent public accountants
         as required by the Act and the rules and regulations of the Commission
         thereunder;

                  (s) The financial statements of the Company (excluding for
         purposes of this clause (s), any pro forma financial information)
         included in the Registration

                                       6

         Statement and the Prospectus, together with the related schedules and
         notes, as well as those financial statements, schedules and notes of
         any other entity included therein (or incorporated by reference),
         present fairly the financial position of the Company and its
         consolidated subsidiaries, or such other entity, as the case may be, at
         the dates indicated and the statement of operations, stockholders'
         equity and cash flows of the Company and its consolidated subsidiaries,
         or such other entity, as the case may be, for the periods specified.
         Such financial statements have been prepared in conformity with
         generally accepted accounting principles ("GAAP") applied on a
         consistent basis throughout the periods involved except to the extent
         that the interim audited financial statements are subject to normal
         year-end adjustments, lack of footnotes and other presentation items.
         The supporting schedules, if any, included in the Registration
         Statement and the Prospectus present fairly in accordance with GAAP the
         information required to be stated therein. The selected financial data
         and the summary financial information included in the Prospectus
         present fairly the information shown therein and have been compiled on
         a basis consistent with that of the audited financial statements
         included in the Registration Statement and the Prospectus;

                  (t) The pro forma condensed consolidated balance sheet and
         condensed consolidated statements of operations, the related notes
         thereto and the related pro forma supplementary information set forth
         (or incorporated by reference) in the Registration Statement and the
         Prospectus have been prepared in all material respects in accordance
         with the applicable requirements of Rule 11-02 of Regulation S-X
         promulgated under the Exchange Act, have been compiled on the pro forma
         basis described therein and, in the opinion of the Company, the
         assumptions used in the preparation thereof were reasonable at the time
         made and the adjustments used therein are based upon good faith
         estimates and assumptions believed by the Company to be reasonable at
         the time made;

                  (u) This Agreement has been duly authorized, executed and
         delivered by the Company;

                  (v) The Company and its subsidiaries own or possess, or can
         acquire on reasonable terms, adequate patents, patent rights, licenses,
         inventions, copyrights, know-how (including trade secrets and other
         unpatented and/or unpatentable proprietary or confidential information,
         systems or procedures), trademarks, service marks, trade names or other
         intellectual property (collectively, "Intellectual Property") necessary
         to carry on the business now operated by them, and other than as
         described in the Prospectus, neither the Company nor any of its
         subsidiaries has received any notice or is otherwise aware of any
         infringement of or conflict with asserted rights of others with respect
         to any Intellectual Property or of any facts or circumstances which
         would render any Intellectual Property invalid or inadequate to protect
         the interest of the Company or any of its subsidiaries therein, and
         which infringement or conflict (if the subject of any unfavorable
         decision, ruling or finding) or invalidity or inadequacy, singly or in
         the aggregate, would result in a Material Adverse Effect;

                  (w) The Company and its subsidiaries possess such permits,
         licenses, approvals, consents and other authorizations (collectively,
         "Governmental

                                       7

         Licenses") issued by the appropriate federal, state, local or foreign
         regulatory agencies or bodies necessary to conduct the business now
         operated by them except as would not, singly or in the aggregate, have
         a Material Adverse Effect. The Company and its subsidiaries are in
         compliance with the terms and conditions of all such Governmental
         Licenses, except where the failure so to comply would not, singly or in
         the aggregate, result in a Material Adverse Effect. All of the
         Governmental Licenses are valid and in full force and effect, except
         where the invalidity of such Governmental Licenses or the failure of
         such Governmental Licenses to be in full force and effect would not
         result in a Material Adverse Effect. Neither the Company nor any of its
         subsidiaries has received any notice of proceedings relating to the
         revocation or modification of any such Governmental Licenses which,
         singly or in the aggregate, if the subject of an unfavorable decision,
         ruling or finding, would result in a Material Adverse Effect;

                  (x) Except as otherwise stated in the Registration Statement
         and the Prospectus or as would not, singly or in the aggregate, result
         in a Material Adverse Effect, (a) neither the Company nor any of its
         subsidiaries is in violation of any federal, state, local or foreign
         statute, law, rule, regulation, ordinance, code, policy or rule of
         common law or any judicial or administrative interpretation thereof
         including any judicial or administrative order, consent, decree or
         judgment, relating to pollution or protection of human health, the
         environment (including, without limitation, ambient air, surface water,
         groundwater, land surface or subsurface strata) or wildlife, including,
         without limitation, laws and regulations relating to the release or
         threatened release of chemicals, pollutants, contaminants, wastes,
         toxic substances, hazardous substances, petroleum or petroleum products
         (collectively, "Hazardous Materials") or to the manufacture,
         processing, distribution, use, treatment, storage, disposal, transport
         or handling of Hazardous Materials (collectively, "Environmental
         Laws"), (b) the Company and its subsidiaries have all permits,
         authorizations and approvals required under any applicable
         Environmental Laws and are each in compliance with their requirements,
         (c) there are no pending or threatened administrative, regulatory or
         judicial actions, suits, demands, demand letters, claims, liens,
         notices of noncompliance or violation, investigation or proceedings
         relating to any Environmental Law against the Company or any of its
         subsidiaries and (d) there are no events or circumstances that might
         reasonably be expected to form the basis of an order for clean-up or
         remediation, or an action, suit or proceeding by any private party or
         governmental body or agency, against or affecting the Company or any of
         its subsidiaries relating to Hazardous Materials or any Environmental
         Laws.

         2. Subject to the terms and conditions herein set forth, the Company
agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company, at
a purchase price of 97.369% of the principal amount thereof, plus accrued
interest, if any, from February 6, 2002 to the Time of Delivery hereunder, the
principal amount of Securities set forth opposite the name of such Underwriter
in Schedule I hereto.

         3. Upon the authorization by you of the release of the Securities, the
several Underwriters propose to offer the Securities for sale upon the terms and
conditions set forth in the Prospectus.

                                       8

         4.       (a) The Securities to be purchased by each Underwriter
         hereunder will be represented by one or more definitive global
         Securities in book-entry form which will be deposited by or on behalf
         of the Company with The Depository Trust Company ("DTC") or its
         designated custodian. The Company will deliver the Securities to
         Goldman, Sachs & Co., for the account of each Underwriter, against
         payment by or on behalf of such Underwriter of the purchase price
         therefor by wire transfer of Federal (same-day) funds to the account
         specified by the Company to Goldman, Sachs & Co. at least forty-eight
         hours in advance, by causing DTC to credit the Securities to the
         account of Goldman, Sachs & Co. at DTC. The Company will upon request
         cause the certificates representing the Securities to be made available
         to Goldman, Sachs & Co. for checking at least twenty-four hours prior
         to the Time of Delivery (as defined below) at the office of DTC or its
         designated custodian (the "Designated Office"). The time and date of
         such delivery and payment shall be 9:30 a.m., New York City time, on
         February 6, 2002 or such other time and date as Goldman, Sachs & Co.
         and the Company may agree upon in writing. Such time and date for
         delivery of the Securities is herein called the "Time of Delivery".

                  (b) The documents to be delivered at the Time of Delivery by
         or on behalf of the parties hereto pursuant to Section 7 hereof,
         including the cross-receipt for the Securities and any additional
         documents requested by the Underwriters pursuant to Section 7 hereof,
         will be delivered at the offices of Skadden, Arps, Slate, Meagher &
         Flom LLP, 525 University Avenue, Suite 1100, Palo Alto, California (the
         "Closing Location"). A meeting will be held at the Closing Location at
         5:00 p.m., Palo Alto time, on the New York Business Day next preceding
         the Time of Delivery, or such earlier time as the parties shall agree
         upon, at which meeting the final drafts of the documents to be
         delivered pursuant to the preceding sentence will be available for
         review by the parties hereto. For the purposes of this Section 4, "New
         York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday
         and Friday which is not a day on which banking institutions in New York
         City are generally authorized or obligated by law or executive order to
         close.

         5. The Company agrees with each of the Underwriters:

                  (a) To prepare the Prospectus in a form approved by you and to
         file such Prospectus pursuant to Rule 424(b) under the Act not later
         than the Commission's close of business on the second business day
         following the date hereto or, if applicable, such earlier time as may
         be required by Rule 424(b); to make no further amendment or any
         supplement to the Registration Statement or Prospectus prior to the
         Time of Delivery for the Securities which shall be reasonably
         disapproved by you for such Securities promptly after reasonable notice
         thereof; to advise you promptly of any such amendment or supplement
         after the Time of Delivery and furnish you with copies thereof; to file
         promptly all reports and any definitive proxy or information statements
         required to be filed by the Company with the Commission pursuant to
         Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as
         the delivery of a prospectus is required in connection with the
         offering or sale of the Securities, and during such same period to
         advise you, promptly after it receives notice thereof, of the time when
         any amendment to the Registration Statement has been filed or becomes
         effective or any supplement to the Prospectus or any amended Prospectus
         has

                                       9

         been filed with the Commission, of the issuance by the Commission of
         any stop order or of any order preventing or suspending the use of any
         prospectus relating to the Securities, of the suspension of the
         qualification of the Securities for offering or sale in any
         jurisdiction, of the initiation or threatening of any proceeding for
         any such purpose, or of any request by the Commission for the amending
         or supplementing of the Registration Statement or Prospectus or for
         additional information; and, in the event of the issuance of any such
         stop order or of any such order preventing or suspending the use of any
         prospectus relating to the Securities or suspending any such
         qualification, to promptly use its best efforts to obtain the
         withdrawal of such order;

                  (b) Promptly from time to time to take such action as you may
         reasonably request to qualify the Securities for offering and sale
         under the securities laws of such jurisdictions as you may request and
         to comply with such laws so as to permit the continuance of sales and
         dealings therein in such jurisdictions for as long as may be necessary
         to complete the distribution of the Securities, provided that in
         connection therewith the Company shall not be required to qualify as a
         foreign corporation or to file a general consent to service of process
         in any jurisdiction;

                  (c) Prior to 10:00 a.m. New York City time on the second
         business day following the date of this Agreement and from time to
         time, to furnish the Underwriters with written and electronic copies of
         the Prospectus in New York City in such quantities as you may
         reasonably request, and, if the delivery of a prospectus is required at
         any time prior to the expiration of nine months after the time of issue
         of the Prospectus in connection with the offering or sale of the
         Securities and if at such time any event shall have occurred as a
         result of which the Prospectus as then amended or supplemented would
         include an untrue statement of a material fact or omit to state any
         material fact necessary in order to make the statements therein, in
         light of the circumstances under which they were made when such
         Prospectus is delivered, not misleading, or, if for any other reason it
         shall be necessary during such same period to amend or supplement the
         Prospectus or to file under the Exchange Act any document incorporated
         by reference in the Prospectus in order to comply with the Act, the
         Exchange Act or the Trust Indenture Act, to notify you and upon your
         request to file such document and to prepare and furnish without charge
         to each Underwriter and to any dealer in securities as many written and
         electronic copies as you may from time to time reasonably request of an
         amended Prospectus or a supplement to the Prospectus which will correct
         such statement or omission or effect such compliance; and in case any
         Underwriter is required to deliver a prospectus in connection with
         sales of any of the Securities at any time nine months or more after
         the time of issue of the Prospectus, upon your request but at the
         expense of such Underwriter, to prepare and deliver to such Underwriter
         as many written and electronic copies as you may request of an amended
         or supplemented Prospectus complying with Section 10(a)(3) of the Act;

                  (d) To make generally available to its securityholders as soon
         as practicable, but in any event not later than eighteen months after
         the effective date of the Registration Statement (as defined in Rule
         158(c)), an earnings statement of the Company and its subsidiaries
         (which need not be audited)

                                       10

         complying with Section 11(a) of the Act and the rules and regulations
         of the Commission thereunder (including, at the option of the Company,
         Rule 158);

                  (e) During the period beginning from the date hereof and
         continuing to and including the date 90 days after the date of the
         Prospectus, not to offer, sell, contract to sell or otherwise dispose
         of, except as provided hereunder, any securities of the Company that
         are substantially similar to the Securities, including but not limited
         to any securities that are convertible into or exchangeable for, or
         that represent the right to receive, the Securities, or any such
         substantially similar securities, without the prior written consent of
         Goldman, Sachs & Co. The foregoing sentence shall not apply to (i) the
         Securities to be sold hereunder, or (ii) any debt issued or incurred
         pursuant to any "Credit Agreements," as such term is defined in the
         Prospectus under the caption "Description of the Notes - Certain
         Definitions";

                  (f) To furnish to the holders of the Securities as soon as
         practicable after the end of each fiscal year an annual report
         (including a balance sheet and statements of income, stockholders'
         equity and cash flows of the Company and its consolidated subsidiaries
         certified by independent public accountants) and, as soon as
         practicable after the end of each of the first three quarters of each
         fiscal year (beginning with the fiscal quarter ending after the
         effective date of the Registration Statement), to make available to the
         holders of Securities consolidated summary financial information of the
         Company and its subsidiaries for such quarter in reasonable detail;

                  (g) During a period of two years from the effective date of
         the Registration Statement, to furnish to you copies of all reports or
         other communications (financial or other) furnished to stockholders
         generally, and to deliver to you (i) as soon as they are available,
         copies of any reports and financial statements furnished to or filed
         with the Commission or any national securities exchange on which the
         Securities or any class of securities of the Company is listed
         (excluding any report or financial statement which is available
         publicly through the Commission's Electronic Data Gathering and
         Retrieval system); and (ii) for such time as you may continue to hold
         an unsold allotment of Securities, such additional information
         concerning the business and financial condition of the Company as you
         may from time to time reasonably request (such financial statements to
         be on a consolidated basis to the extent the accounts of the Company
         and its subsidiaries are consolidated in reports furnished to its
         stockholders generally or to the Commission);

                  (h) To use the net proceeds received by it from the sale of
         the Securities pursuant to this Agreement in the manner specified in
         the Prospectus under the caption "Use of Proceeds";

                  (i) If the Company elects to rely upon Rule 462(b), the
         Company shall file a Rule 462(b) Registration Statement with the
         Commission in compliance with Rule 462(b) by 10:00 P.M., Washington,
         D.C. time, on the date of this Agreement, and the Company shall at the
         time of filing either pay to the Commission the filing fee for the Rule
         462(b) Registration Statement or give irrevocable instructions for the
         payment of such fee pursuant to Rule 111(b) under the Act;

                                       11

                  (j) Reference is made to the caption in the Prospectus
         entitled "Risks Relating to the Notes - As a result of this
         transaction, we will be required to obtain waivers, consents or
         amendments with respect to our compliance with certain of our financial
         instruments or we will be required to pre-pay those obligations" (the
         "Conflict Risk Factor") and to the Current Waivers. Prior to the
         expiration of each such Current Waiver, as applicable, the Company will
         either obtain any further waivers, consents, amendments or other
         accommodations contemplated by the Conflict Risk Factor, or pre-pay the
         obligations referred to therein, or any combination of the foregoing,
         except to the extent that the Company's failure to do so would not
         cause a Material Adverse Effect.

         6. The Company covenants and agrees with the several Underwriters that
the Company will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Company's counsel and accountants in
connection with the registration of the Securities under the Act and all other
expenses in connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus and the Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of printing or producing
any Agreement among Underwriters, this Agreement, the Indenture, the Blue Sky
and Legal Investment Memoranda, closing documents (including any compilations
thereof) and any other documents in connection with the offering, purchase, sale
and delivery of the Securities; (iii) all expenses in connection with the
qualification of the Securities for offering and sale under state securities
laws as provided in Section 5(b) hereof, including the fees and disbursements of
counsel for the Underwriters in connection with such qualification and in
connection with the Blue Sky and legal investment surveys; (iv) any fees charged
by securities rating services for rating the Securities; (v) the filing fees
incident to, and the fees and disbursements of counsel for the Underwriters in
connection with, any required review by the National Association of Securities
Dealers, Inc. of the terms of the sale of the Securities; (vi) the cost of
preparing the Securities; (vii) the fees and expenses of the Trustee and any
agent of the Trustee and the fees and disbursements of counsel for the Trustee
in connection with the Indenture and the Securities; and (viii) all other costs
and expenses incident to the performance of its obligations hereunder which are
not otherwise specifically provided for in this Section. It is understood,
however, that, except as provided in this Section, and Sections 8 and 11 hereof,
the Underwriters will pay all of their own costs and expenses, including the
fees of their counsel, transfer taxes on resale of any of the Securities by
them, and any advertising expenses connected with any offers they may make.

         7. The obligations of the Underwriters hereunder shall be subject, in
their discretion, to the condition that all representations and warranties and
other statements of the Company herein are, at and as of the Time of Delivery,
true and correct, the condition that the Company shall have performed all of its
obligations hereunder theretofore to be performed, and the following additional
conditions:

                  (a) The Prospectus shall have been filed with the Commission
         pursuant to Rule 424(b) within the applicable time period prescribed
         for such filing by the rules and regulations under the Act and in
         accordance with Section 5(a) hereof; if the Company has elected to rely
         upon Rule 462(b), the Rule 462(b) Registration Statement shall have
         become effective by 10:00 P.M., Washington, D.C. time, on the date of
         this Agreement; no stop order suspending the effectiveness of the
         Registration Statement or any part thereof shall have

                                       12

         been issued and no proceeding for that purpose shall have been
         initiated or threatened by the Commission; and all requests for
         additional information on the part of the Commission shall have been
         complied with to your reasonable satisfaction;

                  (b) Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the
         Underwriters, shall have furnished to you a written opinion or opinions
         reasonably acceptable to you;

                  (c) Wilson, Sonsini, Goodrich & Rosati, counsel for the
         Company, shall have furnished to you their written opinion, dated the
         Time of Delivery, in form and substance satisfactory to you, to the
         effect set forth in Annex II hereto;

                  (d) On the date of the Prospectus at a time prior to the
         execution of this Agreement, at 9:30 a.m., New York City time, on the
         effective date of any post-effective amendment to the Registration
         Statement filed subsequent to the date of this Agreement and also at
         the Time of Delivery, KPMG LLC shall have furnished to you a letter or
         letters, dated the respective dates of delivery thereof, in form and
         substance satisfactory to you, to the effect set forth in Annex I
         hereto (the executed copy of the letter delivered prior to the
         execution of this Agreement is attached as Annex I(a) hereto and a
         draft of the form of letter to be delivered on the effective date of
         any post-effective amendment to the Registration Statement and as of
         the Time of Delivery is attached as Annex l(b) hereto);

                  (e) Neither the Company nor any of its subsidiaries shall have
         sustained since the date of the latest audited financial statements
         included or incorporated by reference in the Prospectus a material
         adverse change in the condition, financial or otherwise, or in the
         earnings, business affairs or business prospects of the Company and its
         subsidiaries considered as one enterprise, whether or not arising in
         the ordinary course of business, or any material change in the capital
         stock or long-term or short-term debt of the Company and its
         subsidiaries considered as one enterprise, otherwise than as set forth
         or contemplated in the Prospectus, the effect of which is, in the
         judgment of the Representatives, so material and adverse as to make it
         impracticable or inadvisable to proceed with the public offering or the
         delivery of the Securities being issued at the Time of Delivery on the
         terms and in the manner contemplated in the Prospectus;

                  (f) On or after the date hereof (i) no downgrading shall have
         occurred in the rating accorded the Company's debt securities by any
         "nationally recognized statistical rating organization", as that term
         is defined by the Commission for purposes of Rule 436(g)(2) under the
         Act, and (ii) except as disclosed in the Prospectus, no such
         organization shall have publicly announced that it has under
         surveillance or review, with possible negative implications, its rating
         of any of the Company's debt securities;

                  (g) On or after the date hereof there shall not have occurred
         any of the following: (i) a suspension or material limitation in
         trading in securities generally on the New York Stock Exchange; (ii) a
         suspension or material limitation in trading in the Company's
         securities on the New York Stock Exchange; (iii) a general moratorium
         on commercial banking activities declared

                                       13

         by either Federal or California State authorities or a material
         disruption in commercial banking or securities settlement or clearance
         services in the United States; (iv) the outbreak or escalation of
         hostilities involving the United States or the declaration by the
         United States of a national emergency or war or (v) the occurrence of
         any other calamity or crisis or any change in financial, political or
         economic conditions in the United States or elsewhere, if the effect of
         any such event specified in clause (iv) or (v) in the judgment of the
         Representatives makes it impracticable or inadvisable to proceed with
         the public offering or the delivery of the Securities being issued at
         the Time of Delivery on the terms and in the manner contemplated in the
         Prospectus;

                  (h) The Company shall have complied with the provisions of
         Section 5(c) hereof with respect to the furnishing of prospectuses on
         the second business day following the date of this Agreement;

                  (i) The Company shall have furnished or caused to be furnished
         to you at the Time of Delivery certificates of officers of the Company
         satisfactory to you as to the accuracy of the representations and
         warranties of the Company herein at and as of the Time of Delivery, as
         to the performance by the Company of all of its obligations hereunder
         to be performed at or prior to the Time of Delivery, as to the matters
         set forth in subsections (a), (e) and (f) of this Section 7 and as to
         such other matters as you may reasonably request.

         8.       (a) The Company will indemnify and hold harmless each
         Underwriter against any losses, claims, damages or liabilities, joint
         or several, to which such Underwriter may become subject, under the Act
         or otherwise, insofar as such losses, claims, damages or liabilities
         (or actions in respect thereof) arise out of or are based upon (i) an
         untrue statement or alleged untrue statement of a material fact
         contained in the Registration Statement, or any amendment or supplement
         thereto, or arise out of or are based upon any omission or alleged
         omission to state therein a material fact required to be stated therein
         or necessary to make the statements therein not misleading, or (ii) an
         untrue statement or alleged untrue statement of a material fact
         contained in a Preliminary Prospectus or a Prospectus, or any amendment
         or supplement thereto, or arise out of or are based upon any omission
         or alleged omission to state therein a material fact necessary in order
         to make the statements, in the light of the circumstances under which
         they were made, not misleading; and will reimburse each Underwriter for
         any legal or other expenses reasonably incurred by such Underwriter in
         connection with investigating or defending any such action or claim as
         such expenses are incurred; provided, however, that the Company shall
         not be liable in any such case to the extent that any such loss, claim,
         damage or liability arises out of or is based upon an untrue statement
         or alleged untrue statement or omission or alleged omission made in any
         Preliminary Prospectus, the Registration Statement or the Prospectus or
         any such amendment or supplement in reliance upon and in conformity
         with written information furnished to the Company by any Underwriter
         through Goldman, Sachs & Co. expressly for use therein.

                  (b) Each Underwriter, severally and not jointly, will
         indemnify and hold harmless the Company against any losses, claims,
         damages or liabilities to which the Company may become subject, under
         the Act or otherwise, insofar as

                                       14

         such losses, claims, damages or liabilities (or actions in respect
         thereof) arise out of or are based upon (i) an untrue statement or
         alleged untrue statement of a material fact contained in the
         Registration Statement, or any amendment or supplement thereto, or
         arise out of or are based upon any omission or alleged omission to
         state therein a material fact required to be stated therein or
         necessary to make the statements therein not misleading, or (ii) an
         untrue statement or alleged untrue statement of a material fact
         contained in a Preliminary Prospectus or a Prospectus, or any amendment
         or supplement thereto, or arise out of or are based upon any omission
         or alleged omission to state therein a material fact necessary in order
         to make the statements, in the light of the circumstances under which
         they were made, not misleading; in each case to the extent, but only to
         the extent, that such untrue statement or alleged untrue statement or
         omission or alleged omission was made in any Preliminary Prospectus,
         the Registration Statement or the Prospectus or any such amendment or
         supplement in reliance upon and in conformity with written information
         furnished to the Company by such Underwriter through Goldman, Sachs &
         Co. expressly for use therein; and will reimburse the Company for any
         legal or other expenses reasonably incurred by the Company in
         connection with investigating or defending any such action or claim as
         such expenses are incurred.

                  (c) Promptly after receipt by an indemnified party under
         subsection (a) or (b) above of notice of the commencement of any
         action, such indemnified party shall, if a claim in respect thereof is
         to be made against the indemnifying party under such subsection, notify
         the indemnifying party in writing of the commencement thereof; but the
         omission so to notify the indemnifying party shall not relieve it from
         any liability which it may have to any indemnified party otherwise than
         under such subsection. In case any such action shall be brought against
         any indemnified party and it shall notify the indemnifying party of the
         commencement thereof, the indemnifying party shall be entitled to
         participate therein and, to the extent that it shall wish, jointly with
         any other indemnifying party similarly notified, to assume the defense
         thereof, with counsel reasonably satisfactory to such indemnified party
         (who shall not, except with the consent of the indemnified party, be
         counsel to the indemnifying party), and, after notice from the
         indemnifying party to such indemnified party of its election so to
         assume the defense thereof, the indemnifying party shall not be liable
         to such indemnified party under such subsection for any legal expenses
         of other counsel or any other expenses, in each case subsequently
         incurred by such indemnified party, in connection with the defense
         thereof other than reasonable costs of investigation. No indemnifying
         party shall, without the written consent of the indemnified party,
         effect the settlement or compromise of, or consent to the entry of any
         judgment with respect to, any pending or threatened action or claim in
         respect of which indemnification or contribution may be sought
         hereunder (whether or not the indemnified party is an actual or
         potential party to such action or claim) unless such settlement,
         compromise or judgment (i) includes an unconditional release of the
         indemnified party from all liability arising out of such action or
         claim and (ii) does not include a statement as to or an admission of
         fault, culpability or a failure to act, by or on behalf of any
         indemnified party.

                  (d) If the indemnification provided for in this Section 8 is
         unavailable to or insufficient to hold harmless an indemnified party
         under subsection (a) or (b)

                                       15

         above in respect of any losses, claims, damages or liabilities (or
         actions in respect thereof) referred to therein, then each indemnifying
         party shall contribute to the amount paid or payable by such
         indemnified party as a result of such losses, claims, damages or
         liabilities (or actions in respect thereof) in such proportion as is
         appropriate to reflect the relative benefits received by the Company on
         the one hand and the Underwriters on the other from the offering of the
         Securities. If, however, the allocation provided by the immediately
         preceding sentence is not permitted by applicable law or if the
         indemnified party failed to give the notice required under subsection
         (c) above, then each indemnifying party shall contribute to such amount
         paid or payable by such indemnified party in such proportion as is
         appropriate to reflect not only such relative benefits but also the
         relative fault of the Company on the one hand and the Underwriters on
         the other in connection with the statements or omissions which resulted
         in such losses, claims, damages or liabilities (or actions in respect
         thereof), as well as any other relevant equitable considerations. The
         relative benefits received by the Company on the one hand and the
         Underwriters on the other shall be deemed to be in the same proportion
         as the total net proceeds from the offering (before deducting expenses)
         received by the Company bear to the total underwriting discounts and
         commissions received by the Underwriters, in each case as set forth in
         the table on the cover page of the Prospectus. The relative fault shall
         be determined by reference to, among other things, whether the untrue
         or alleged untrue statement of a material fact or the omission or
         alleged omission to state a material fact relates to information
         supplied by the Company on the one hand or the Underwriters on the
         other and the parties' relative intent, knowledge, access to
         information and opportunity to correct or prevent such statement or
         omission. The Company and the Underwriters agree that it would not be
         just and equitable if contribution pursuant to this subsection (d) were
         determined by pro rata allocation (even if the Underwriters were
         treated as one entity for such purpose) or by any other method of
         allocation which does not take account of the equitable considerations
         referred to above in this subsection (d). The amount paid or payable by
         an indemnified party as a result of the losses, claims, damages or
         liabilities (or actions in respect thereof) referred to above in this
         subsection (d) shall be deemed to include any legal or other expenses
         reasonably incurred by such indemnified party in connection with
         investigating or defending any such action or claim. Notwithstanding
         the provisions of this subsection (d), no Underwriter shall be required
         to contribute any amount in excess of the amount by which the total
         price at which the Securities underwritten by it and distributed to the
         public were offered to the public exceeds the amount of any damages
         which such Underwriter has otherwise been required to pay by reason of
         such untrue or alleged untrue statement or omission or alleged
         omission. No person guilty of fraudulent misrepresentation (within the
         meaning of Section 11(f) of the Act) shall be entitled to contribution
         from any person who was not guilty of such fraudulent
         misrepresentation. The Underwriters' obligations in this subsection (d)
         to contribute are several in proportion to their respective
         underwriting obligations and not joint.

                  (e) The obligations of the Company under this Section 8 shall
         be in addition to any liability which the Company may otherwise have
         and shall extend, upon the same terms and conditions, to each person,
         if any, who controls any Underwriter within the meaning of the Act; and
         the obligations of the Underwriters under this Section 8 shall be in
         addition to any liability which the respective

                                       16

         Underwriters may otherwise have and shall extend, upon the same terms
         and conditions, to each officer and director of the Company and to each
         person, if any, who controls the Company within the meaning of the Act.

         9. (a) If any Underwriter shall default in its obligation to purchase
         the Securities which it has agreed to purchase hereunder, you may in
         your discretion arrange for you or another party or other parties to
         purchase such Securities on the terms contained herein at the Time of
         Delivery. If within thirty-six hours after such default by any
         Underwriter you do not arrange for the purchase of such Securities,
         then the Company shall be entitled to a further period of thirty-six
         hours within which to procure another party or other parties
         satisfactory to you to purchase such Securities on such terms. In the
         event that, within the respective prescribed periods, you notify the
         Company that you have so arranged for the purchase of such Securities,
         or the Company notifies you that it has so arranged for the purchase of
         such Securities, you or the Company shall have the right to postpone
         the Time of Delivery for a period of not more than seven days, in order
         to effect whatever changes may thereby be made necessary in the
         Registration Statement or the Prospectus, or in any other documents or
         arrangements, and the Company agrees to file promptly any amendments to
         the Registration Statement or the Prospectus which in your opinion may
         thereby be made necessary. The term "Underwriter" as used in this
         Agreement shall include any person substituted under this Section 9
         with like effect as if such person had originally been a party to this
         Agreement with respect to such Securities.

                  (b) If, after giving effect to any arrangements for the
         purchase of the Securities of a defaulting Underwriter or Underwriters
         by you and the Company as provided in subsection (a) above of this
         Section 9, the aggregate principal amount of such Securities which
         remains unpurchased does not exceed one-eleventh of the aggregate
         principal amount of all the Securities to be purchased at the Time of
         Delivery, then the Company shall have the right to require each
         non-defaulting Underwriter to purchase the principal amount of
         Securities which such Underwriter agreed to purchase hereunder at the
         Time of Delivery and, in addition, to require each non-defaulting
         Underwriter to purchase its pro rata share (based on the principal
         amount of Securities which such Underwriter agreed to purchase
         hereunder) of the Securities of such defaulting Underwriter or
         Underwriters for which such arrangements have not been made; but
         nothing herein shall relieve a defaulting Underwriter from liability
         for its default.

                  (c) If, after giving effect to any arrangements for the
         purchase of the Securities of a defaulting Underwriter or Underwriters
         by you and the Company as provided in subsection (a) above of this
         Section 9, the aggregate principal amount of Securities which remains
         unpurchased exceeds one-eleventh of the aggregate principal amount of
         all the Securities to be purchased at the Time of Delivery, or if the
         Company shall not exercise the right described in subsection (b) above
         of this Section 9 to require non-defaulting Underwriters to purchase
         Securities of a defaulting Underwriter or Underwriters, then this
         Agreement shall thereupon terminate, without liability on the part of
         any non-defaulting Underwriter or the Company, except for the expenses
         to be borne by the Company and the Underwriters as provided in Section
         6 hereof and the indemnity and contribution agreements in Section 8
         hereof; but nothing herein shall relieve a defaulting Underwriter from
         liability for its default.

                                       17

         10. The respective indemnities, agreements, representations, warranties
and other statements of the Company and the several Underwriters, as set forth
in this Agreement or made by or on behalf of them, respectively, pursuant to
this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Securities.

         11. If this Agreement shall be terminated pursuant to Section 9 hereof,
the Company shall not then be under any liability to any Underwriter except as
provided in Sections 6 and 8 hereof; but, if for any other reason, any
Securities are not delivered by or on behalf of the Company as provided herein,
the Company will reimburse the Underwriters through you for all out-of-pocket
expenses approved in writing by you, including fees and disbursements of
counsel, reasonably incurred by the Underwriters in making preparations for the
purchase, sale and delivery of the Securities, but the Company shall then be
under no further liability to any Underwriter except as provided in Sections 6
and 8 hereof.

         12. In all dealings hereunder, you shall act on behalf of each of the
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by you jointly or by Goldman, Sachs & Co. on behalf of you as the
Representatives.

         All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to you as the Representatives, in care of Goldman, Sachs
& Co., 32 Old Slip, 21st Floor, New York, New York 10005, Attention:
Registration Department; and if to the Company shall be delivered or sent by
mail, telex or facsimile transmission to the address of the Company set forth in
the Registration Statement, Attention: Secretary; provided, however, that any
notice to an Underwriter pursuant to Section 8(c) hereof shall be delivered or
sent by mail, telex or facsimile transmission to such Underwriter at its address
set forth in its Underwriters' Questionnaire, or telex constituting such
Questionnaire, which address will be supplied to the Company by you upon
request. Any such statements, requests, notices or agreements shall take effect
upon receipt thereof.

         13. This Agreement shall be binding upon, and inure solely to the
benefit of, the Underwriters, the Company and, to the extent provided in
Sections 8 and 10 hereof, the officers and directors of the Company and each
person who controls the Company or any Underwriter, and their respective heirs,
executors, administrators, successors and assigns, and no other person shall
acquire or have any right under or by virtue of this Agreement. No purchaser of
any of the Securities from any Underwriter shall be deemed a successor or assign
by reason merely of such purchase.

         14. Time shall be of the essence of this Agreement. As used herein, the
term "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.

         15. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING, WITHOUT LIMITATION, SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

                                       18

         16. This Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such respective counterparts shall together constitute one and
the same instrument.

         17. The Company is authorized, subject to applicable law, to disclose
any and all aspects of this potential transaction that are necessary to support
any U.S. federal income tax benefits expected to be claimed with respect to such
transaction, without the Underwriters imposing any limitation of any kind.

                                       19

         If the foregoing is in accordance with your understanding, please sign
and return to us one for the Company and one for each of the Representatives
plus one for each counsel counterparts hereof, and upon the acceptance hereof by
you, on behalf of each of the Underwriters, this letter and such acceptance
hereof shall constitute a binding agreement between each of the Underwriters and
the Company. It is understood that your acceptance of this letter on behalf of
each of the Underwriters is pursuant to the authority set forth in a form of
Agreement among Underwriters, the form of which shall be submitted to the
Company for examination upon request, but without warranty on your part as to
the authority of the signers thereof.

                                          Very truly yours,

                                          Solectron Corporation


                                          By: /s/ Kiran Patel
                                              --------------------------
                                              Name: Kiran Patel
                                              Title: Executive Vice President,
                                                     Chief Financial Officer


                                       20

Accepted and Agreed to as of the date hereof:

Goldman, Sachs & Co.
Banc of America Securities LLC
J.P. Morgan Securities Inc.
Scotia Capital (USA) Inc.
BNP Paribas Securities Corp.



By: /s/ Goldman, Sachs & Co.
   ---------------------------------
              (Goldman, Sachs & Co.)

On behalf of each of the Underwriters


                                       21

                                   SCHEDULE I



                                              PRINCIPAL AMOUNT
                                               OF SECURITIES
                UNDERWRITER                   TO BE PURCHASED
                -----------                   ---------------
                                           
Goldman, Sachs & Co......................      $310,000,000
Banc of America Securities LLC...........      $ 50,000,000
J.P. Morgan Securities Inc. .............      $ 50,000,000
Scotia Capital (USA) Inc. ...............      $ 50,000,000
BNP Paribas Securities Corp. ............      $ 40,000,000


                               Total.....      $500,000,000
                                                ===========


                                       22

                                   SCHEDULE II



                            SIGNIFICANT SUBSIDIARIES



Solectron California Corporation
Solectron Washington, Inc.
Solectron Texas, Inc.
Solectron Texas, L.P.
Solectron Georgia Corporation
Solectron Global Services, Inc.
Solectron Oregon Corporation
Force Computers, Inc.
Smart Modular Technology, Inc.
US Robotics Corporation
Solectron France SASU
Solectron Sweden AB
Solectron Romania SRL
Solectron Technology SDN BHD
Solectron Suzhou Ltd
Solectron Brasil Ltda
Solectron Australia Pty, Limited
PT Natsteel Electronics Indonesia
Solectron Technology Malaysia SDN BHD
Solectron Technology Singapore Pte Ltd


                                       23

EX-4.1

                                                                     Exhibit 4.1



                              SOLECTRON CORPORATION

                                       TO

                       STATE STREET BANK AND TRUST COMPANY

                               OF CALIFORNIA, N.A.

                                   AS TRUSTEE

                                    INDENTURE

                          DATED AS OF February 6, 2002

                             SENIOR DEBT SECURITIES

                                TABLE OF CONTENTS



                                                                            PAGE
                                                                            ----
                                                                         
ARTICLE 1. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.......     1

      Section 1.1.  Definitions .........................................     1
      Section 1.2.  Compliance Certificates and Opinions ................     9
      Section 1.3.  Form of Documents Delivered to Trustee ..............     9
      Section 1.4.  Acts of Holders; Record Dates .......................    10
      Section 1.5.  Notices, etc., to Trustee and Company ...............    12
      Section 1.6.  Notice to Holders; Waiver ...........................    12
      Section 1.7.  Conflict with Trust Indenture Act ...................    13
      Section 1.8.  Effect of Headings and Table of Contents ............    13
      Section 1.9.  Successors and Assigns ..............................    13
      Section 1.10.  Separability Clause ................................    13
      Section 1.11.  Benefits of Indenture ..............................    13
      Section 1.12.  Governing Law ......................................    13
      Section 1.13.  Legal Holidays .....................................    14
      Section 1.14.  Indenture and Securities Solely Corporate Obligations   14
      Section 1.15.  Indenture May be Executed in Counterparts ..........    14

ARTICLE 2. SECURITY FORMS ...............................................    14

      Section 2.1.  Forms Generally .....................................    14
      Section 2.2.  Form of Face of Security ............................    15
      Section 2.3.  Form of Reverse of Security .........................    17
      Section 2.4.  Form of Legend for Global Securities ................    21
      Section 2.5.  Form of Trustee's Certificate of Authentication .....    22
      Section 2.6.  Form of Conversion Notice ...........................    23

ARTICLE 3. THE SECURITIES ...............................................    24

      Section 3.1.  Amount Unlimited; Issuable in Series ................    24
      Section 3.2.  Denominations .......................................    27
      Section 3.3.  Execution, Authentication, Delivery and Dating ......    27
      Section 3.4.  Temporary Securities ................................    28
      Section 3.5.  Registration; Registration of Transfer and Exchange .    29
      Section 3.6.  Mutilated, Destroyed, Lost and Stolen Securities ....    30
      Section 3.7.  Payment of Interest; Interest Rights Preserved ......    31
      Section 3.8.  Persons Deemed Owners ...............................    33
      Section 3.9.  Cancellation ........................................    33
      Section 3.10. Computation of Interest .............................    33

ARTICLE 4. SATISFACTION AND DISCHARGE ...................................    33

      Section 4.1.  Satisfaction and Discharge of Indenture .............    33
      Section 4.2.  Application of Trust Money ..........................    34



                                                                             -i-

                                TABLE OF CONTENTS
                                   (Continued)




                                                                            PAGE
                                                                            ----
                                                                         
ARTICLE 5. REMEDIES......................................................    35

      Section 5.1.  Events of Default ...................................    35
      Section 5.2.  Acceleration of Maturity; Rescission and Annulment ..    36
      Section 5.3.  Collection of Indebtedness and Suits for Enforcement
                    by Trustee ..........................................    37
      Section 5.4.  Trustee May File Proofs of Claim ....................    37
      Section 5.5.  Trustee May Enforce Claims Without Possession of
                    Securities ..........................................    38
      Section 5.6.  Application of Money Collected ......................    38
      Section 5.7.  Limitation on Suits .................................    38
      Section 5.8.  Unconditional Right of Holders to Receive Principal,
                    Premium and Interest and to Convert .................    39
      Section 5.9.  Restoration of Rights and Remedies ..................    39
      Section 5.10. Rights and Remedies Cumulative ......................    40
      Section 5.11. Delay or Omission not Waiver ........................    40
      Section 5.12. Control by Holders ..................................    40
      Section 5.13. Waiver of Past Defaults .............................    40
      Section 5.14. Undertaking for Costs ...............................    41
      Section 5.15. Waiver of Usury, Stay or Extension Laws .............    41

ARTICLE 6. THE TRUSTEE ..................................................    41

      Section 6.1.  Certain Duties and Responsibilities .................    41
      Section 6.2.  Notice of Defaults ..................................    42
      Section 6.3.  Certain Rights of Trustee ...........................    42
      Section 6.4.  Not Responsible for Recitals or Issuance of Securities   43
      Section 6.5.  May Hold Securities and Act as Trustee Under
                    Other Indentures ....................................    43
      Section 6.6.  Money Held in Trust .................................    43
      Section 6.7.  Compensation and Reimbursement ......................    43
      Section 6.8.  Conflicting Interests ...............................    44
      Section 6.9.  Corporate Trustee Required; Eligibility .............    44
      Section 6.10. Resignation and Removal; Appointment of Successor....    44
      Section 6.11. Acceptance of Appointment by Successor ..............    46
      Section 6.12. Merger, Conversion, Consolidation or Succession to
                    Business ............................................    47
      Section 6.13. Preferential Collection of Claims Against Company ...    47
      Section 6.14. Appointment of Authenticating Agent .................    47

ARTICLE 7. HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY ............    49

      Section 7.1.  Company to Furnish Trustee Names and Addresses
                    Of Holders ..........................................    49
      Section 7.2.  Preservation of Information; Communications to
                    Holders .............................................    49
      Section 7.3.  Reports by Trustee ..................................    49
      Section 7.4.  Reports by Company ..................................    50



                                                                            -ii-

                                TABLE OF CONTENTS
                                   (Continued)




                                                                            PAGE
                                                                            ----
                                                                         
ARTICLE 8. CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE .........    50

      Section 8.1.  Company May Consolidate, Etc., Only on Certain Terms     50
      Section 8.2.  Successor Substituted ...............................    51

ARTICLE 9. SUPPLEMENTAL INDENTURES.......................................    51

      Section 9.1.  Supplemental Indentures Without Consent of Holders ..    51
      Section 9.2.  Supplemental Indentures with Consent of Holders .....    52
      Section 9.3.  Execution of Supplemental Indentures ................    54
      Section 9.4.  Effect of Supplemental Indentures ...................    54
      Section 9.5.  Conformity with Trust Indenture Act .................    54
      Section 9.6.  Reference in Securities to Supplemental Indentures ..    54

ARTICLE 10. COVENANTS....................................................    54

      Section 10.1. Payment of Principal, Premium and Interest ..........    54
      Section 10.2. Maintenance of Office or Agency .....................    55
      Section 10.3. Money for Securities Payments to be Held in Trust ...    55
      Section 10.4. Statement by Officers as to Default .................    56
      Section 10.5. Existence ...........................................    56
      Section 10.6. Maintenance of Properties ...........................    57
      Section 10.7. Payment of Taxes and Other Claims ...................    57
      Section 10.8. Limitation on Liens .................................    57
      Section 10.9. Limitations on Sale and Leaseback Transactions ......    59
      Section 10.10.Covenant Applicable to Issuance of Securities to
                    the Company's Trust .................................    59
      Section 10.11.Waiver of Certain Covenants .........................    60

ARTICLE 11. REDEMPTION OF SECURITIES ....................................    60

      Section 11.1. Applicability of Article ............................    60
      Section 11.2. Election to Redeem; Notice to Trustee ...............    60
      Section 11.3. Selection by Trustee of Securities to be Redeemed ...    60
      Section 11.4. Notice of Redemption ................................    61
      Section 11.5. Deposit of Redemption Price .........................    62
      Section 11.6. Securities Payable on Redemption Date ...............    62
      Section 11.7. Securities Redeemed in Part .........................    63

ARTICLE 12. SINKING FUNDS ...............................................    63

      Section 12.1. Applicability of Article ............................    63
      Section 12.2. Satisfaction of Sinking Fund Payments with Securities    63
      Section 12.3. Redemption of Securities for Sinking Fund ...........    64



                                                                           -iii-

                                TABLE OF CONTENTS
                                   (Continued)




                                                                            PAGE
                                                                            ----
                                                                         
ARTICLE 13. DEFEASANCE AND COVENANT DEFEASANCE...........................    64

      Section 13.1. Company's Option to Effect Defeasance or Covenant
                    Defeasance ..........................................    64
      Section 13.2. Defeasance and Discharge.............................    64
      Section 13.3. Covenant Defeasance .................................    65
      Section 13.4. Conditions to Defeasance or Covenant Defeasance .....    65
      Section 13.5. Deposited Money and Us Government Obligations to
                    be Held in Trust; Miscellaneous Provisions ..........    67
      Section 13.6. Reinstatement .......................................    68

ARTICLE 14. CONVERSION OF SECURITIES ....................................    68

      Section 14.1. Applicability of Article ............................    68
      Section 14.2. Exercise of Conversion Privilege ....................    68
      Section 14.3. No Fractional Shares ................................    70
      Section 14.4. Adjustment of Conversion Price ......................    70
      Section 14.5. Notice of Certain Corporate Actions .................    71
      Section 14.6. Reservation of Shares of Common Stock ...............    71
      Section 14.7. Payment of Certain Taxes Upon Conversion ............    72
      Section 14.8. Nonassessability ....................................    72
      Section 14.9. Provision in Case of Consolidation, Merger
                    or Sale of Assets ...................................    72
      Section 14.10.Duties of Trustee Regarding Conversion ..............    73
      Section 14.11.Repayment of Certain Funds Upon Conversion ..........    73

ARTICLE 15. DISTRIBUTION OF SECURITIES TO HOLDERS OF TRUST SECURITIES ...    74

      Section 15.1. Distribution of Securities to Holders of Trust
                    Securities ..........................................    74



                                                                            -iv-

      INDENTURE, dated as of February 6, 2002, between Solectron Corporation, a
corporation duly organized and existing under the State of Delaware (herein
called the "Company"), having its principal executive office at 847 Gibraltar
Drive, Milpitas, California 95035, and State Street Bank and Trust Company of
California, N.A., a national banking association duly organized and existing
under the laws of the United States of America, as Trustee (herein called the
"Trustee").

                             RECITALS OF THE COMPANY

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

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

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

      For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities or of series
thereof appertaining, 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.

      "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 regard to a Sale and Leaseback Transaction
with respect to any property, at the time of determination, the lesser of: (a)
the fair market value of such property (as determined in good faith by the Board
of Directors of the Company); or (b) the present value of the total net amount
of rent required to be paid under such lease during the remaining term thereof
(including any period for which such lease has been extended), discounted at the
rate of interest set forth or implicit in the terms of such lease (or, if not
practicable to determine such rate, the rate of interest borne by the
Securities, or in the case of Original Issue Discount Securities, the imputed
interest rate) compounded semi-annually. In the case of any lease which is
terminable by the lessee upon the payment of a penalty, such net amount shall be
the lesser of the net amount determined assuming termination upon the first date
such lease may be terminated (in which case the net amount shall also include
the amount of the penalty, but no rent shall be considered as required to be
paid under such lease subsequent to the first date upon which it may be so
terminated) or the net amount determined assuming no such termination.

      "Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 6.14 to act on behalf of the Trustee to authenticate Securities of
one or more series.

      "Board of Directors" means either the board of directors of the Company or
any duly authorized committee of that board empowered to act for it with respect
to this Indenture.

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

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

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


                                                                             -2-

      "Common Stock" includes any stock of any class of the Company which has no
preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding-up of the Company
and which is not subject to redemption by the Company; provided, however,
subject to the provisions of Section 14.9, shares issuable upon conversion of
Securities shall include only shares of the class designated as Common Stock of
the Company at the date of this Indenture or shares of any class or classes
resulting from any reclassification or reclassifications thereof and which have
no preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding-up of the Company
and which are not subject to redemption by the Company; provided, further that
if at any time there shall be more than one such resulting class, the shares of
each such class then so issuable shall be substantially in the proportion which
the total number of shares of such class resulting from all such
reclassifications bears to the total number of shares of all such classes
resulting from all such reclassifications.

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

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

      "Consolidated Net Tangible Assets" means, as of any particular time, the
aggregate amount of assets (less applicable reserves and other properly
deductible items) after deducting therefrom: (a) all current liabilities
(excluding any thereof which are by their terms extendible or renewable at the
option of the obligor thereon to a time more than 12 months after the time as of
which the amount thereof is being computed), and current maturities of debt that
has a scheduled maturity more than 12 months after the date of its creation and
of obligations under capital leases, (b) all goodwill, trade names, trademarks,
patents, unamortized debt discount and expense and other like intangibles (other
than capitalized unamortized product development costs, such as, without
limitation, capitalized hardware and software development costs), to the extent
included in said aggregate amount of assets and (c) appropriate adjustments on
account of minority interests of other Persons holding stock of the Company's
Subsidiaries, all as set forth on the most recent consolidated balance sheet of
the Company and its subsidiaries and computed in accordance with generally
accepted accounting principles.

      "Corporate Trust Office" means the corporate trust office of the Trustee
at 633 West 5th Street, 12th Floor, Los Angeles, California 90071, Attention:
Corporate Trust Department, or such other office, designated by the Trustee by
written notice to the Company, at which at any particular time its corporate
trust business shall be administered.

      "Corporation" means a corporation, association, company, joint-stock
company or business trust.


                                                                             -3-

      "Covenant Defeasance" has the meaning specified in Section 13.3.

      "Declaration of Trust" means the declaration of trust among the Trust
Trustees and the Company.

      "Defaulted Interest" has the meaning specified in Section 3.7.

      "Defeasance" has the meaning specified in Section 13.2.

      "Depositary" means, with respect to Securities of any series issuable in
whole or in part in the form of one or more Global Securities, a clearing agency
registered under the Exchange Act that is designated to act as Depositary for
such Securities as contemplated by Section 3.1.

      "Equity Interests" means, with respect to the Trust, shares of capital
stock of (or other ownership or profit interest in) the Trust, warrants, options
or other rights for the purchase or other acquisition from the Trust of shares
of capital stock of (or other ownership or profit interests in) the Trust,
securities convertible into or exchangeable for shares of capital stock of (or
other ownership or profit interest in) the Trust or warrants, rights or options
for the purchase or other acquisition from the Trust of such shares (or such
other interests), and other ownership or profit interests in the Trust
(including partnership, member or trust interests therein), whether voting or
nonvoting, and whether or not such shares, warrants, options, rights or other
interests are authorized or otherwise existing on any date of determination.

      "Event of Default" has the meaning specified in Section 5.1.

      "Exchange Act" means the Securities Exchange Act of 1934 and any statute
successor thereto, in each case as amended from time to time.

      "Expiration Date" has the meaning specified in Section 1.4.

      "Global Security" means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 2.4 (or such
legend as may be specified as contemplated by Section 3.1 for such Securities).

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

      "Indenture" means this instrument as originally executed and as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 3.1; provided,
however, that if at any time more than one Person is acting as Trustee under
this Indenture due to the appointment of one or more separate Trustees for any
one or more separate series of Securities, "Indenture" shall mean, with respect
to such series of Securities for which any


                                                                             -4-

such Person is Trustee, 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 and shall
include the terms of particular series of Securities for which such Person is
Trustee established as contemplated by Section 3.1, exclusive, however, of any
provisions or terms which relate solely to other series of Securities for which
such Person is not Trustee, regardless of when such terms or provisions were
adopted, and exclusive of any provisions or terms adopted by means of one or
more indentures supplemental hereto executed and delivered after such Person had
become such Trustee, but to which such person, as such Trustee, was not a party;
provided, further that in the event that this Indenture is supplemented or
amended by one or more indentures supplemental hereto which are only applicable
to certain series of Securities, the term "Indenture" for a particular series of
Securities shall only include the supplemental indentures applicable thereto.

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

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

      "Investment Company Act" means the Investment Company Act of 1940 and any
statute successor thereto, in each case as amended from time to time.

      "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.

      "Mortgage" has the meaning specified in Section 10.8.

      "Notice of Default" means a written notice of the kind specified in
Section 5.1(4).

      "Officers' Certificate" means a certificate signed by the Chairman of the
Board, a Vice Chairman of the Board, the President or a Vice President, and by
the principal financial officer, the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, and delivered to the
Trustee. One of the officers signing an Officers' Certificate given pursuant to
Section 10.4 shall be the principal executive, financial or accounting officer
of the Company.

      "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for, or an employee of, the Company, and who shall be reasonably
acceptable to the Trustee.

      "Original Issue Discount Security" means any Security which provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.2.

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


                                                                             -5-

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

            (2) 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;

            (3) Securities as to which Defeasance has been effected pursuant to
      Section 13.2; and

            (4) Securities which have been paid pursuant to Section 3.6 or in
      exchange for or in lieu of which other Securities have been authenticated
      and delivered pursuant to this Indenture, other than any such Securities
      in respect of which there shall have been presented to the Trustee proof
      satisfactory to it that such Securities are held by a bona fide purchaser
      in whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount of
the principal thereof which would be due and payable as of such date upon
acceleration of the Maturity thereof to such date pursuant to Section 5.2, (B)
if, as of such date, the principal amount payable at the Stated Maturity of a
Security is not determinable, the principal amount of such Security which shall
be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 3.1, (C) the principal amount of a Security denominated
in one or more foreign currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of such date in
the manner provided as contemplated by Section 3.1, of the principal amount of
such Security (or, in the case of a Security described in Clause (A) or (B)
above, of the amount determined as provided in such Clause), and (D) 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, 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 right so to act with respect to
such Securities and that the pledgee is not the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other obligor.

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


                                                                             -6-

      "Person" means any individual, corporation, partnership, joint venture,
trust, unincorporated organization or government or any agency or political
subdivision thereof.

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

      "Principal Property" means the land, improvements, buildings and fixtures
(to the extent they constitute real property interests) (including any leasehold
interest therein) constituting the principal corporate office of the Company,
any manufacturing plant or any manufacturing facility (whether now owned or
hereafter acquired) which is (a) owned or leased by the Company or any
Subsidiary, (b) is located within any of the present 50 states of the United
States of America (or the District of Columbia), (c) has not been determined in
good faith by the Board of Directors of the Company not to be of material
importance to the business conducted by the Company and its subsidiaries, taken
as a whole, and (d) has a book value on the date of which the determination is
being made of in excess of 1% of Consolidated Net Tangible Assets of the Company
as most recently determined on or prior to such date (including for purposes of
such calculation the land, improvements, buildings and such fixtures comprising
such office, plant or facility, as the case may be).

      "Record Date" means any Regular Record Date or Special Record Date.

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

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

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

      "Restricted Subsidiary" means any Subsidiary which owns any Principal
Property; provided, however, that the term "Restricted Subsidiary" shall not
include any Subsidiary which is engaged primarily in financing receivables or
which is otherwise engaged primarily in the finance business including, without
limitation thereto, financing the operations of, or the purchase of products
which are products of or incorporate products of, the Company and/or its
Subsidiaries; provided, further, that the term "Restricted Subsidiary" shall not
include any Subsidiary less than 80% of the voting stock of which is owned,
directly or indirectly, by the Company or by one or more other Subsidiaries if
the common stock of such Subsidiary is traded on any national securities
exchange or quoted on the Nasdaq National Market or over the counter.


                                                                             -7-

      "Sale and Leaseback Transaction" means any arrangement with any Person
providing for the leasing by the Company or any Restricted Subsidiary of any
Principal Property which property has been or is to be sold or transferred by
the Company or such Restricted Subsidiary to such Person, other than any such
transaction involving a lease for a term of not more than three years or any
such transaction between the Company and a Restricted Subsidiary or between
Restricted Subsidiaries.

      "Secured Debt" has the meaning specified in Section 10.8.

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

      "Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time.

      "Security Register" and "Security Registrar" have the respective meanings
specified in Section 3.5.

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

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

      "Subsidiary" means, with respect to any Person, (i) any corporation of
which more than 66-2/3% of the outstanding voting stock is at the time, and (ii)
any partnership of which more than 66-2/3% of the equity capital or profit
interest is at the time, owned, directly or indirectly, by the Company, by one
or more other Subsidiaries or by the Company and one or more Subsidiaries. For
the purposes of this definition, "voting stock" means stock which ordinarily has
voting power for the election of directors, whether at all times or only so long
as no senior class of stock has such voting power by reason of any contingency.

      "Trust" means Solectron Capital Trust I, a statutory business trust formed
under the Delaware Business Trust Act and governed by a Declaration of Trust
among the Trust Trustees and the Company.

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

      "Trust Securities" means any trust preferred securities or trust common
securities issued by the Trust.


                                                                             -8-

      "Trust Trustees" means the Trustee and two individuals who are officers or
employees of the Company (such persons to be deemed "regular trustees").

      "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, and if at any time there
is more than one such Person, "Trustee" as used with respect to the Securities
of any series shall mean the Trustee with respect to Securities of that series.

      "U.S.  Government Obligation" has the meaning specified in Section 13.4.

      "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."

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 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 or
      she has made such examination or investigation as is necessary to enable
      him or her 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
Person, or that they be so certified or covered by only one document, but


                                                                             -9-

one such Person may certify or give an opinion with respect to some matters and
one or more other such Persons as to other matters, and any such Person may
certify or give an opinion as to such matters in one or several documents.

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

      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 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. The
Trustee shall promptly deliver to the Company copies of all such instrument or
instruments delivered to the Trustee. 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.

      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 or her the execution thereof. Where such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her 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.

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


                                                                            -10-

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

      The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, vote, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, 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 of the relevant series 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 of such
series 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 canceled 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 of the relevant series 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 of the relevant series 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 of any series 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, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series 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 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 of such series 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 canceled 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 of the relevant
series 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


                                                                            -11-

Expiration Date to be given to the Company in writing and to each Holder of
Securities of the relevant series 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 dates 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 of the relevant series 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
      (or by facsimile transmissions, provided that oral confirmation of receipt
      shall have been received) to or with the Trustee at its Corporate Trust
      Office, Attention: Corporate Trust Department, or

            (2) the Company by the Trustee or by any Holder shall be sufficient
      for every purpose hereunder (unless otherwise herein expressly provided)
      if in 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, Attention: Chief
      Financial Officer.

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, or delivered by hand or
overnight courier to each Holder affected by such event, at its 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. Neither the failure to mail or deliver by hand or overnight courier any
such notice, nor any defect in any such notice so mailed or delivered by hand or
overnight courier, to any particular Holder shall affect the sufficiency of such


                                                                            -12-

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 to be 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.

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 LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO SUCH
STATE'S CONFLICTS OF LAWS PRINCIPLES.


                                                                            -13-

SECTION 1.13. LEGAL HOLIDAYS.

      In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security or the last date on which a Holder has the right to
convert a Security at a particular conversion price shall not be a Business Day
at any Place of Payment, then (notwithstanding any other provision of this
Indenture or of the Securities (other than a provision of any Security which
specifically states that such provision shall apply in lieu of this Section))
payment of interest or principal (and premium, if any) or, if applicable to a
particular series of Securities, conversion 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, at the Stated Maturity or on such last day for
conversion, as the case may be.

SECTION 1.14. INDENTURE AND SECURITIES SOLELY CORPORATE OBLIGATIONS.

      No recourse for the payment of the principal of or premium, if any, or
interest on any Security, or for any claim based thereon or otherwise in respect
thereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in this Indenture or in any supplemental indenture or in any
Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, employee, agent, officer, or
director or subsidiary, as such, past, present or future, of the Company or of
any successor corporation, either directly or through the Company or any
successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that all such liability is hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issue of the Securities.

SECTION 1.15. INDENTURE MAY BE EXECUTED IN COUNTERPARTS.

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

                                   ARTICLE 2.

                                 SECURITY FORMS

SECTION 2.1. FORMS GENERALLY.

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


                                                                            -14-

to a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 3.3 for the authentication and delivery of such
Securities. Any such Board Resolution or record of such action shall have
attached thereto a true and correct copy of the form of Security referred to
therein approved by or pursuant to such Board Resolution.

      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.

      [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE
REGULATIONS THEREUNDER.]


                              SOLECTRON CORPORATION

      --------------------------------------------------------------------

NO. _____                                                          $___________

                                                             CUSIP: ___________

      Solectron Corporation, a corporation duly organized and existing under the
laws of Delaware (herein called the "Company," which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to ____________, or registered assigns, the principal sum of
_____________ Dollars on _____________________________ [IF THE SECURITY IS TO
BEAR INTEREST PRIOR TO MATURITY, INSERT -, and to pay interest thereon from
__________ or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually on ___________ and __________ in
each year, commencing _________., at the rate of ___% per annum, until the
principal hereof is paid or made available for payment [IF APPLICABLE, INSERT -,
provided that any principal and premium, and any such installment of interest,
which is overdue shall bear interest at the rate of ___% per annum (to the
extent that the payment of such interest shall be legally enforceable), from the
dates such amounts are due until they are paid or made available for payment,
and such interest shall be payable on demand]. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the ______ or
______ (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted


                                                                            -15-


Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture].

      [IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, INSERT - The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of ___% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment. Interest on any overdue
principal or premium shall be payable on demand. [Any such interest on overdue
principal or premium which is not paid on demand shall bear interest at the rate
of ___% per annum (to the extent that the payment of such interest on interest
shall be legally enforceable), from the date of such demand until the amount so
demanded is paid or made available for payment. Interest on any overdue interest
shall be payable on demand.]]

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

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

      Unless the certificate of authentication hereon has been executed by the
Trustee 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.


Dated: __________________                 SOLECTRON CORPORATION

                                          By:_________________________________


                                          Title:______________________________


ATTEST:

___________________________


                                                                            -16-


SECTION 2.3. FORM OF REVERSE OF SECURITY.

      This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of __________ (herein called the
"Indenture," which term shall have the meaning assigned to it in such
instrument), between the Company and State Street Bank and Trust Company of
California, N.A., as Trustee (herein called the "Trustee," which term includes
any successor trustee under the Indenture), and reference is hereby made to the
Indenture and all indentures supplemental thereto for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof [IF APPLICABLE,
INSERT -, limited in aggregate principal amount to $________].

      [IF APPLICABLE, INSERT - The Securities of this series are subject to
redemption upon not less than [IF APPLICABLE, INSERT - 30] days' notice by mail,
[IF APPLICABLE, INSERT - (1) on __________ in any year commencing with the year
________ and ending with the year ________ through operation of the sinking fund
for this series at a Redemption Price equal to 100% of the principal amount, and
(2)] at any time [IF APPLICABLE, INSERT - on or after __________, 20__], as a
whole or in part, at the election of the Company, at the following Redemption
Prices (expressed as percentages of the principal amount): If redeemed [IF
APPLICABLE, INSERT - on or before __________, ___%, and if redeemed] during the
12-month period beginning ____________ of the years indicated,




        YEAR          REDEMPTION PRICE         YEAR          REDEMPTION PRICE
        ----          ----------------         ----          ----------------
                                                    









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

      [IF APPLICABLE, INSERT - The Securities of this series are subject to
redemption upon not less than [if applicable, insert 30] days' notice by mail,
(1) on __________ in any year commencing with the year _____ and ending with the
year _____ through operation of the sinking fund for this series at the
Redemption Prices for redemption through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table below,
and (2) at any time [IF APPLICABLE, INSERT - on or after __________], as a whole
or in part, at the election of the Company, at the Redemption Prices for
redemption otherwise than through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below: If redeemed
during the 12-month period beginning __________ of the years indicated,


                                                                            -17-



                                                        REDEMPTION PRICE FOR
                          REDEMPTION PRICE FOR        REDEMPTION OTHERWISE THAN
                           REDEMPTION THROUGH            THROUGH OPERATION
        YEAR         OPERATION OF THE SINKING FUND      OF THE SINKING FUND
        ----         -----------------------------      -------------------
                                                





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

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

      [IF APPLICABLE, INSERT - The sinking fund for this series provides for the
redemption on __________ in each year beginning with the year ______ and ending
with the year ______ of [IF APPLICABLE, INSERT - not less than $_______
("mandatory sinking fund") and not more than] $_______ aggregate principal
amount of Securities of this series. Securities of this series acquired or
redeemed by the Company otherwise than through [IF APPLICABLE, INSERT -
mandatory] sinking fund payments may be credited against subsequent [IF
APPLICABLE, INSERT - mandatory] sinking fund payments otherwise required to be
made [IF APPLICABLE, INSERT -, in the inverse order in which they become due].]

      [IF THE SECURITY IS SUBJECT TO REDEMPTION OF ANY KIND, INSERT - In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]

      [IF APPLICABLE, INSERT - The Indenture contains provisions for defeasance
at any time of [the entire indebtedness of this Security] [or] [certain
restrictive covenants and Events of Default with respect to this Security] [, in
each case] upon compliance with certain conditions set forth in the Indenture.]

      [IF THE SECURITY IS CONVERTIBLE INTO COMMON STOCK OF THE COMPANY, INSERT -
Subject to the provisions of the Indenture, the Holder of this Security is
entitled, at its option, at any time on or before [insert date] (except that, in
case this Security or any portion hereof shall be called for redemption, such
right shall terminate with respect to this Security or portion hereof, as the
case may be, so called for redemption at the close of business on the first
Business Day next preceding the date fixed for redemption as provided in the
Indenture unless the Company defaults in making the


                                                                            -18-

payment due upon redemption), to convert the principal amount of this Security
(or any portion hereof which is $1,000 or an integral multiple thereof), into
fully paid and non-assessable shares (calculated as to each conversion to the
nearest 1/100th of a share) of the Common Stock of the Company, as said shares
shall be constituted at the date of conversion, at the conversion price of
$______ principal amount of Securities for each share of Common Stock, or at the
adjusted conversion price in effect at the date of conversion determined as
provided in the Indenture, upon surrender of this Security, together with the
conversion notice hereon duly executed, to the Company at the designated office
or agency of the Company in __________, accompanied (if so required by the
Company) by instruments of transfer, in form satisfactory to the Company and to
the Trustee, duly executed by the Holder or by its duly authorized attorney in
writing. Such surrender shall, if made during any period beginning at the close
of business on a Regular Record Date and ending at the opening of business on
the Interest Payment Date next following such Regular Record Date (unless this
Security or the portion being converted shall have been called for redemption on
a Redemption Date during the period beginning at the close of business on a
Regular Record Date and ending at the opening of business on the first Business
Day after the next succeeding Interest Payment Date, or if such Interest Payment
Date is not a Business Day, the second such Business Day), also be accompanied
by payment in funds acceptable to the Company of an amount equal to the interest
payable on such Interest Payment Date on the principal amount of this Security
then being converted. Subject to the aforesaid requirement for payment and, in
the case of a conversion after the Regular Record Date next preceding any
Interest Payment Date and on or before such Interest Payment Date, to the right
of the Holder of this Security (or any Predecessor Security) of record at such
Regular Record Date to receive an installment of interest (with certain
exceptions provided in the Indenture), no adjustment is to be made on conversion
for interest accrued hereon or for dividends on shares of Common Stock issued on
conversion. The Company is not required to issue fractional shares upon any such
conversion, but shall make adjustment therefor in cash on the basis of the
current market value of such fractional interest as provided in the Indenture.
The conversion price is subject to adjustment as provided in the Indenture. In
addition, the Indenture provides that in case of certain consolidations or
mergers to which the Company is a party or the sale of substantially all of the
assets of the Company, the Indenture shall be amended, without the consent of
any Holders of Securities, so that this Security, if then outstanding, will be
convertible thereafter, during the period this Security shall be convertible as
specified above, only into the kind and amount of securities, cash and other
property receivable upon the consolidation, merger or sale by a holder of the
number of shares of Common Stock into which this Security might have been
converted immediately prior to such consolidation, merger or sale (assuming such
holder of Common Stock failed to exercise any rights of election and received
per share the kind and amount received per share by a plurality of non-electing
shares). In the event of conversion of this Security in part only, a new
Security or Securities for the unconverted portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.]

      [IF THE SECURITY IS CONVERTIBLE INTO OTHER SECURITIES OF THE COMPANY,
SPECIFY THE CONVERSION FEATURES.]

      [IF THE SECURITY IS NOT AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT - If
an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities


                                                                            -19-

of this series may be declared due and payable in the manner and with the effect
provided in the Indenture.]

      [IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT - If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- INSERT FORMULA FOR DETERMINING THE
AMOUNT. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.]

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of more than 50% in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

      As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.

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


                                                                            -20-

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

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

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

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

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

SECTION 2.4. FORM OF LEGEND FOR GLOBAL SECURITIES.

      Unless otherwise specified as contemplated by Section 3.1 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

      THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


                                                                            -21-

SECTION 2.5. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

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

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

                                          STATE STREET BANK AND TRUST COMPANY OF
                                          CALIFORNIA, N.A.
                                          as Trustee


                                          By:_________________________________
                                              Authorized Officer


                                                                            -22-

SECTION 2.6. FORM OF CONVERSION NOTICE.

Conversion notices shall be in substantially the following form:

To Solectron Corporation:

      The undersigned owner of this Security hereby irrevocably exercises the
option to convert this Security, or portion hereof (which is $1,000 or an
integral multiple thereof) below designated, into shares of Common Stock of the
Company in accordance with the terms of the Indenture referred to in this
Security, and directs that the shares issuable and deliverable upon the
conversion, together with any check in payment for fractional shares and any
Securities representing any unconverted principal amount hereof, be issued and
delivered to the registered holder hereof unless a different name has been
indicated below. If this Notice is being delivered on a date after the close of
business on a Regular Record Date and prior to the opening of business on the
related Interest Payment Date (unless this Security or the portion thereof being
converted has been called for redemption on a Redemption Date during the period
beginning at the close of business on a Regular Record Date and ending at the
opening of business on the first Business Day after the next succeeding Interest
Payment Date, or if such Interest Payment Date is not a Business Day, the second
such Business Day), this Notice is accompanied by payment, in funds acceptable
to the Company, of an amount equal to the interest payable on such Interest
Payment Date of the principal of this Security to be converted. If shares are to
be issued in the name of a person other than the undersigned, the undersigned
will pay all transfer taxes payable with respect hereto. Any amount required to
be paid by the undersigned on account of interest accompanies this Security.

      Principal Amount to be Converted
(in integral multiple of $1,000, if less than all):
      U.S. $_____________.

Dated: _____________________
                                          Signature(s) must be guaranteed by an
                                          eligible guarantor institution (banks,
                                          stock brokers, savings and loan
                                          associations and credit unions with
                                          membership in an approved signature
                                          guarantee medallion program) pursuant
                                          to Securities and Exchange Commission
                                          Rule 17Ad-15.

                                          _____________________________________
                                          Signature Guaranty


                                                                            -23-

      Fill in for registration of shares of Common Stock and Security if to be
issued otherwise than to the registered Holder.


_______________________________           _____________________________________
(Name)                                    Social Security or Other Taxpayer
                                          Identification Number

_______________________________
(Address)

_______________________________
Please print Name and Address
(including zip code number)

[The above conversion notice is to be modified, as appropriate, for conversion
into other securities or property of the Company.]

                                   ARTICLE 3.

                                 THE SECURITIES

SECTION 3.1. AMOUNT UNLIMITED; ISSUABLE IN SERIES.

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

      The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 3.3,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,

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

            (2) any limit upon the aggregate principal amount of the Securities
      of the series which may be authenticated and delivered under this
      Indenture (except for Securities authenticated and delivered upon
      registration of transfer of, or in exchange for, or in lieu of, other
      Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.7
      and except for any Securities which, pursuant to Section 3.3, are deemed
      never to have been authenticated and delivered hereunder);

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


                                                                            -24-

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

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

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

            (7) the period or periods within which, the price or prices at which
      and the terms and conditions upon which any Securities of the series may
      be redeemed, in whole or in part, at the option of the Company and, if
      other than by a Board Resolution, the manner in which any election by the
      Company to redeem the Securities shall be evidenced;

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

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

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

            (11) if other than the currency of the United States of America, the
      currency, currencies or currency units in which the principal of or any
      premium or interest on any Securities of the series shall be payable and
      the manner of determining the equivalent thereof in the currency of the
      United States of America for any purpose, including for purposes of the
      definition of "Outstanding" in Section 1.1;

            (12) if the principal of or any premium or interest on any
      Securities of the series is to be payable, at the election of the Company
      or the Holder thereof, in one or more currencies or currency units other
      than that or those in which such Securities are stated to be payable, the
      currency, currencies or currency units in which the principal of or any
      premium or interest on such Securities as to which such election is made
      shall be payable, the periods within which and the terms and conditions
      upon which such election is to be made and the amount so payable (or the
      manner in which such amount shall be determined);


                                                                            -25-

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

            (14) if the principal amount payable at the Stated Maturity of any
      Securities of the series will not be determinable as of any one or more
      dates prior to the Stated Maturity, the amount which shall be deemed to be
      the principal amount of such Securities as of any such date for any
      purpose thereunder or hereunder, including the principal amount thereof
      which shall be due and payable upon any Maturity other than the Stated
      Maturity or which shall be deemed to be Outstanding as of any date prior
      to the Stated Maturity (or, in any such case, the manner in which such
      amount deemed to be the principal amount shall be determined);

            (15) if applicable, that the Securities of the series, in whole or
      any specified part, shall be defeasible pursuant to Section 13.2 or
      Section 13.3 or both such Sections and, if other than by a Board
      Resolution, the manner in which any election by the Company to defease
      such Securities shall be evidenced;

            (16) if applicable, the terms of any right to convert Securities of
      the series into shares of Common Stock of the Company or other securities
      or property;

            (17) if applicable, that any Securities of the series shall be
      issuable in whole or in part in the form of one or more Global Securities
      and, in such case, the respective Depositaries for such Global Securities,
      the form of any legend or legends which shall be borne by any such Global
      Security in addition to or in lieu of that set forth in Section 2.4 and
      any circumstances in addition to or in lieu of those set forth in Clause
      (2) of the last paragraph of Section 3.5 in which any such Global Security
      may be exchanged in whole or in part for Securities registered, and any
      transfer of such Global Security in whole or in part may be registered, in
      the name or names of Persons other than the Depositary for such Global
      Security or a nominee thereof;

            (18) any addition to or change in the Events of Default which
      applies to any Securities of the series and any change in the right of the
      Trustee or the requisite Holders of such Securities to declare the
      principal amount thereof due and payable pursuant to Section 5.2;

            (19) any addition to or change in the covenants set forth in Article
      10 which applies to Securities of the series; and

            (20) any other terms of the series (which terms shall not be
      inconsistent with the provisions of this Indenture, except as permitted by
      Section 9.1(5)).

      All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to the
Board Resolution referred to above and (subject to Section 3.3) set forth, or
determined in the manner provided, in the Officers' Certificate referred to
above or in any such indenture supplemental hereto.


                                                                            -26-

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

SECTION 3.2. DENOMINATIONS.

      The Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified as
contemplated by Section 3.1. In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.

SECTION 3.3. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

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

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

      At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
form or terms of the Securities of the series have been established by or
pursuant to one or more Board Resolutions as permitted by Sections 201 and 301,
in authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 6.1) shall be fully protected in
relying upon, a copy of such Board Resolution, the Officers' Certificate setting
forth the terms of the series and an Opinion of Counsel, with such Opinion of
Counsel stating,

            (1) if the form of such Securities has been established by or
      pursuant to Board Resolution as permitted by Section 2.1, that such form
      has been established in conformity with the provisions of this Indenture;

            (2) if the terms of such Securities have been established by or
      pursuant to Board Resolution as permitted by Section 3.1, that such terms
      have been established in conformity with the provisions of this Indenture;
      and


                                                                            -27-

            (3) that such Securities, when authenticated and delivered by the
      Trustee and issued by the Company in the manner and subject to any
      conditions specified in such Opinion of Counsel, will constitute valid and
      legally binding obligations of the Company enforceable in accordance with
      their terms, subject to bankruptcy, insolvency, fraudulent transfer,
      reorganization, moratorium and similar laws of general applicability
      relating to or affecting creditors' rights and to general equity
      principles.

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

      Notwithstanding the provisions of Section 3.1 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 3.1 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

      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. 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.

      Neither the Company nor the Trustee shall have any responsibility for any
defect in the CUSIP number that appears on any Security, check, advice of
payment or redemption notice, and any such document may contain a statement to
the effect that CUSIP numbers have been assigned by an independent service for
convenience of reference and that neither the Company nor the Trustee shall be
liable for any inaccuracy in such numbers.

SECTION 3.4. TEMPORARY SECURITIES.

      Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.


                                                                            -28-

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

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

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

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

      Every Security presented or surrendered for registration of transfer or
for exchange 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 its 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.


                                                                            -29-

      If the Securities of any series (or of any series and specified tenor) are
to be redeemed in part, the Company shall not be required (A) to issue, register
the transfer of or exchange any Securities of that series (or of that series and
specified tenor, as the case may be) during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of any
such Securities selected for redemption under Section 11.3 and ending at the
close of business on the day of such mailing, or (B) to register the transfer of
or exchange any Security so selected for redemption in whole or in part, except
the unredeemed portion of any Security being redeemed in part.

      The provisions of Clauses (1), (2), (3) and (4) below shall apply only to
Global Securities:

            (1) Each Global Security authenticated under this Indenture shall be
      registered in the name of the Depositary designated for such Global
      Security or a nominee thereof and delivered to such Depositary or a
      nominee thereof or custodian therefor, and each such Global Security shall
      constitute a single Security for all purposes of this Indenture.

            (2) Notwithstanding any other provision in this Indenture, no Global
      Security may be exchanged in whole or in part for Securities registered,
      and no transfer of a Global Security in whole or in part may be
      registered, in the name of any Person other than the Depositary for such
      Global Security or a nominee thereof unless (A) such Depositary (i) has
      notified the Company that it is unwilling or unable to continue as
      Depositary for such Global Security or (ii) has ceased to be a clearing
      agency registered under the Exchange Act, (B) there shall have occurred
      and be continuing an Event of Default with respect to such Global Security
      or (C) there shall exist such circumstances, if any, in addition to or in
      lieu of the foregoing as have been specified for this purpose as
      contemplated by Section 3.1.

            (3) Subject to Clause (2) above, any exchange of a Global Security
      for other Securities may be made in whole or in part, and all Securities
      issued in exchange for a Global Security or any portion thereof shall be
      registered in such names as the Depositary for such Global Security shall
      direct.

            (4) Every Security authenticated and delivered upon registration of
      transfer of, or in exchange for or in lieu of, a Global Security or any
      portion thereof, whether pursuant to this Section, Section 3.4, 3.6, 9.6
      or 11.7 or otherwise, shall be authenticated and delivered in the form of,
      and shall be, a Global Security, unless such Security is registered in the
      name of a Person other than the Depositary for such Global Security or a
      nominee thereof.

SECTION 3.6. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

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

      If 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 either of them harmless, then, in the absence of notice


                                                                            -30-

to the Company or the Trustee that such Security has been acquired by a bona
fide purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

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

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

      Every new Security of any series issued pursuant to this Section in lieu
of any 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 of that series duly issued hereunder.

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

SECTION 3.7. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

      Except as otherwise provided as contemplated by Section 3.1 with respect
to any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

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

            (1) The Company may elect to make payment of any Defaulted Interest
      to the Persons in whose names the Securities of such series (or their
      respective Predecessor Securities) are registered at the close of business
      on a Special Record Date for the payment of such Defaulted Interest, which
      shall be fixed in the following manner. The Company shall notify the
      Trustee in writing of the amount of Defaulted Interest proposed to be paid
      on each Security of such series and the date of the proposed payment, and
      at the same time the Company shall deposit with the Trustee an amount of
      money equal to the aggregate amount


                                                                            -31-

      proposed to be paid in respect of such Defaulted Interest or shall make
      arrangements satisfactory to the Trustee for such deposit prior to the
      date of the proposed payment, such money when deposited to be held in
      trust for the benefit of the Persons entitled to such Defaulted Interest
      as in this Clause provided. Thereupon the Trustee shall fix a Special
      Record Date for the payment of such Defaulted Interest which shall be not
      more than 15 days and not less than 10 days prior to the date of the
      proposed payment and not less than 10 days after the receipt by the
      Trustee of the notice of the proposed payment. The Trustee shall promptly
      notify the Company of such Special Record Date and, in the name and at the
      expense of the Company, shall cause notice of the proposed payment of such
      Defaulted Interest and the Special Record Date therefor to be given to
      each Holder of Securities of such series 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 of such series (or
      their respective Predecessor Securities) are registered at the close of
      business on such Special Record Date and shall no longer be payable
      pursuant to the following Clause (2).

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

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

      Subject to the provisions of Section 14.2, in the case of any Security (or
any part thereof) which is converted after any Regular Record Date and on or
prior to the next succeeding Interest Payment Date (other than any Security the
principal of (or premium, if any, on) which shall become due and payable,
whether at Stated Maturity or by declaration of acceleration prior to such
Interest Payment Date), interest whose Stated Maturity is on such Interest
Payment Date shall be payable on such Interest Payment Date notwithstanding such
conversion and such interest (whether or not punctually paid or duly provided
for) shall be paid to the Person in whose name that Security (or any one or more
Predecessor Securities) is registered at the close of business on such Regular
Record Date. Except as otherwise expressly provided in the immediately preceding
sentence or in Section 14.2, in the case of any Security (or any part thereof)
which is converted, interest whose Stated Maturity is after the date of
conversion of such Security (or such part thereof) shall not be payable.


                                                                            -32-

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 any premium and
(subject to Section 3.7) any interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

SECTION 3.9. CANCELLATION.

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

SECTION 3.10. COMPUTATION OF INTEREST.

      Except as otherwise specified as contemplated by Section 3.1 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

                                   ARTICLE 4.

                           SATISFACTION AND DISCHARGE

SECTION 4.1. SATISFACTION AND DISCHARGE OF INDENTURE.

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

            (1) either

                  (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


                                                                            -33-

            theretofore been deposited in trust or segregated and held in trust
            by the Trustee or 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 money
                  in an amount sufficient to pay and discharge the entire
                  indebtedness on such Securities not theretofore delivered to
                  the Trustee for cancellation, for principal and any premium
                  and interest to the date of such deposit (in the case of
                  Securities which have become due and payable) or to the Stated
                  Maturity or Redemption Date, as the case may be;

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

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

      Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 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 and the last
paragraph of Section 10.3 shall survive.

SECTION 4.2. APPLICATION OF TRUST MONEY.

      Subject to the provisions of the last paragraph of Section 10.3, all money
deposited with the Trustee pursuant to Section 4.1 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the Trustee.


                                                                            -34-

                                   ARTICLE 5.

                                    REMEDIES

SECTION 5.1. EVENTS OF DEFAULT.

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

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

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

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

            (4) default in the performance, or breach, of any covenant or
      warranty of the Company in this Indenture (other than a covenant or
      warranty a default in whose performance or whose breach is elsewhere in
      this Section specifically dealt with or which has expressly been included
      in this Indenture solely for the benefit of series of Securities other
      than that series), and continuance of such default or breach for a period
      of 60 days after there has been given, by registered or certified mail, to
      the Company by the Trustee or to the Company and the Trustee by the
      Holders of at least 25% in principal amount of the Outstanding Securities
      of that series a written notice specifying such default or breach and
      requiring it to be remedied and stating that such notice is a "Notice of
      Default" hereunder; or

            (5) the entry by a court having jurisdiction in the premises of (A)
      a decree or order for relief in respect of the Company in an involuntary
      case or proceeding under any applicable Federal or State bankruptcy,
      insolvency, reorganization or other similar law or (B) a decree or order
      adjudging the Company a bankrupt or insolvent, or approving as properly
      filed a petition seeking reorganization, arrangement, adjustment or
      composition of or in respect of the Company under any applicable Federal
      or State law, or appointing a custodian, receiver, liquidator, assignee,
      trustee, sequestrator or other similar official of the Company or of any
      substantial part of its property, or ordering the winding up or
      liquidation of its affairs, and the continuance of any such decree or
      order for relief or any such other decree or order unstayed and in effect
      for a period of 90 consecutive days; or

            (6) the commencement by the Company of a voluntary case or
      proceeding under any applicable Federal or State bankruptcy, insolvency,
      reorganization or other similar law or of any other case or proceeding to
      be adjudicated a bankrupt or insolvent, or the consent by it to the entry
      of a decree or order for relief in respect of the Company in an
      involuntary case or


                                                                            -35-

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

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

SECTION 5.2. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

      If an Event of Default (other than an Event of Default specified in
Section 5.1(5) or 5.1(6)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal amount of all the Securities of that
series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable. If an Event of Default specified in Section 5.1(5)
or 5.1(6) with respect to Securities of any series at the time Outstanding
occurs, the principal amount of all the Securities of that series (or, if any
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified by the terms
thereof) shall automatically, and without any declaration or other action on the
part of the Trustee or any Holder, become immediately due and payable.

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

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

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

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


                                                                            -36-

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

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

            (2) all Events of Default with respect to Securities of that series,
      other than the non-payment of the principal of Securities of that series
      which have become due solely by such declaration of acceleration, have
      been cured or waived as provided in Section 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 (or premium,
      if any, on) any Security at the Maturity thereof, the Company will, upon
      demand of the Trustee, pay to it, for the benefit of the Holders of such
      Securities, the whole amount then due and payable on such Securities for
      principal and any premium and interest and, to the extent that payment of
      such interest shall be legally enforceable, interest on any overdue
      principal and premium and on any overdue interest, at the rate or rates
      prescribed therefor in such Securities, and, in addition thereto, such
      further amount as shall be sufficient to cover the costs and expenses of
      collection, including the reasonable compensation, expenses, disbursements
      and advances of the Trustee, its agents and counsel.

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

SECTION 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 and empowered, by intervention in such proceeding or otherwise, to
take any and all actions authorized under the Trust Indenture Act in order to
have claims of the Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee shall be authorized to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby


                                                                            -37-

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.

      No provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; 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 any premium
or interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

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

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

      THIRD: The balance, if any, to the Company or any other Person or Persons
entitled thereto.

SECTION 5.7. LIMITATION ON SUITS.

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


                                                                            -38-

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

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

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

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

            (5) no direction inconsistent with such written request has been
      given to the Trustee during such 60-day period by the Holders of a
      majority in principal amount of the Outstanding Securities of that series;
      it being understood and intended that no one or more of such Holders shall
      have any right in any manner whatever by virtue of, or by availing of, any
      provision of this Indenture to affect, disturb or prejudice the rights of
      any other of such Holders, or to obtain or to seek to obtain priority or
      preference over any other of such Holders or to enforce any right under
      this Indenture, except in the manner herein provided and for the equal and
      ratable benefit of all of such Holders.

SECTION 5.8. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
             INTEREST AND TO CONVERT.

      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 any premium and (subject to Section 3.7)
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date), to convert
such Securities in accordance with Article 14 to the extent that such right to
convert is applicable to such Security 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.


                                                                            -39-

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 (subject to the limitations contained
in this Indenture) or by the Holders, as the case may be.

SECTION 5.12. CONTROL BY HOLDERS.

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

            (1) such direction shall not be in conflict with any rule of law or
      with this Indenture and the Trustee shall not have determined that the
      action so directed would be unjustly prejudicial to Holders of Securities
      of that series, or any other series, not taking part in such direction;
      and

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

SECTION 5.13. WAIVER OF PAST DEFAULTS.

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

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

            (2) to the extent such right is applicable to such Security, a
      failure by the Company on request to convert any Security into Common
      Stock; or


                                                                            -40-

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

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

SECTION 5.14. UNDERTAKING FOR COSTS.

      In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company or in any suit for the
enforcement of the right to convert any Security in accordance with Article 14.

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.

                                   ARTICLE 6.

                                   THE TRUSTEE

SECTION 6.1. CERTAIN DUTIES AND RESPONSIBILITIES.

      The duties and responsibilities of the Trustee shall be as provided by the
Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

                                                                            -41-

SECTION 6.2. NOTICE OF DEFAULTS.

      If a default occurs hereunder with respect to Securities of any series,
the Trustee shall give the Holders of Securities of such series notice of such
default as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character specified in Section
5.1(4) with respect to Securities of such series, no such notice to Holders
shall be given until at least 30 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect
to Securities of such series.

SECTION 6.3. CERTAIN RIGHTS OF TRUSTEE.

      Subject to the provisions of Section 6.1:

            (1) 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;

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

            (3) 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) is entitled to and may,
      in the absence of bad faith on its part, rely upon an Officers'
      Certificate;

            (4) 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;

            (5) 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;

            (6) 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


                                                                            -42-

      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

            (7) 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 neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness. The Trustee makes no representations as to the validity,
sufficiency or priority of this Indenture or of the Securities. Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.

SECTION 6.5. MAY HOLD SECURITIES AND ACT AS TRUSTEE UNDER OTHER INDENTURES.

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

      Subject to the limitations imposed by the Trust Indenture Act, nothing in
this Indenture shall prohibit the Trustee from becoming and acting as trustee
under other indentures under which other securities, or certificates of interest
of participation in other securities, of the Company are outstanding in the same
manner as if it were not Trustee hereunder.

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);


                                                                            -43-

            (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 or trusts hereunder, including the costs and
      expenses of defending itself against any claim or liability in connection
      with the exercise or performance of any of its powers or duties hereunder.

SECTION 6.8. CONFLICTING INTERESTS.

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

SECTION 6.9. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

      There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder for
Securities of one or more other series. Each Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has (or if the
Trustee is a member of a bank holding company system, its bank holding company
has) a combined capital and surplus of at least $50,000,000. If any such Person
or bank holding company 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 or bank
holding company 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 of any series shall cease to be eligible
in accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article.

SECTION 6.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

      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.

      The Trustee may resign at any time with respect to the Securities of one
or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 6.11 shall
not have been delivered to the Trustee within 30 days after the giving


                                                                            -44-

of such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

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

      If at any time:

            (1) the Trustee shall fail to comply with Section 6.8 after written
      request therefor by the Company or by any Holder who has been a bona fide
      Holder of a Security for at least six months, or

            (2) the Trustee shall cease to be eligible under Section 6.9 and
      shall fail to resign after written request therefor by the Company or by
      any such Holder, or

            (3) the Trustee shall become incapable of acting or shall be
      adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
      property shall be appointed or any public officer shall take charge or
      control of the Trustee or of its property or affairs for the purpose of
      rehabilitation, conservation or liquidation, then, in any such case, (A)
      the Company by a Board Resolution may remove the Trustee with respect to
      all Securities, or (B) 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 with respect to all Securities
      and the appointment of a successor Trustee or Trustees.

      If the Trustee shall resign, be removed or become incapable of acting, or
if a vacancy shall occur in the office of Trustee for any cause, with respect to
the Securities of one or more series, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee may
be appointed with respect to the Securities of one or more or all of such series
and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable
requirements of Section 6.11. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 6.11, become the
successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
required by Section 6.11, the retiring Trustee may petition, or any Holder who
has been a bona fide Holder of a Security of such series for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.


                                                                            -45-

         The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series to all Holders
of Securities of such series in the manner provided in Section 1.6. Each notice
shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.

SECTION 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

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

                                                                            -46-

         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 the
first or second preceding paragraph, as the case may be.

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

SECTION 6.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

SECTION 6.14. APPOINTMENT OF AUTHENTICATING AGENT.

         The Trustee may appoint an Authenticating Agent or Agents with respect
to one or more series of Securities which shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon original
issue and upon exchange, registration of transfer or partial redemption thereof
or pursuant to Section 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 (or if the Authenticating Agent is a member of a bank holding
company system, its bank holding company has) 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

                                                                            -47-

Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

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

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice 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 of Securities
of the series with respect to which such Authenticating Agent will serve. 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 with respect to one or more series is made pursuant
to this Section 6.12, the Securities of such series may have endorsed thereon,
in addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:

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

                                              STATE STREET BANK AND TRUST
                                              COMPANY OF CALIFORNIA, N.A.

                                              By:
                                                  ------------------------------
                                                  As Authenticating Agent

                                              By:
                                                  ------------------------------
                                                  Authorized Officer

                                                                            -48-

                                   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

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

                  (2) at such other times as the Trustee may request in writing,
         within 30 days after the receipt by the Company of any such request, a
         list of similar form and content as of a date not more than 15 days
         prior to the time such list is furnished; provided that no such list
         need be furnished by the Company to the Trustee so long as the Trustee
         is acting as Security Registrar.

SECTION 7.2. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

         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.

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

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

SECTION 7.3. REPORTS BY TRUSTEE.

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

         Reports so required to be transmitted at stated intervals of not more
than 12 months shall be transmitted no later than July 1 in each calendar year,
commencing with the first July 1 after the first issuance of Securities pursuant
to this Indenture.

                                                                            -49-

         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 the Trust Indenture Act; provided
that any such information, documents or reports required to be filed with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed
with the Trustee within 15 days after the same is 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
(in a transaction in which the Company is not the surviving corporation) or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, unless:

                  (1) in case the Company shall consolidate with or merge into
         another Person (in a transaction in which the Company is not the
         surviving corporation) or convey, transfer or lease its properties and
         assets substantially as an entirety to any Person, the Person formed by
         such consolidation or into which the Company is merged or the Person
         which acquires by conveyance or transfer, or which leases, the
         properties and assets of the Company substantially as an entirety shall
         be a corporation, limited liability company, partnership or trust,
         shall be organized and validly existing under the laws of the United
         States of America, any State thereof or the District of Columbia and
         shall expressly assume, by an indenture supplemental hereto, executed
         and delivered to the Trustee, in form satisfactory to the Trustee, the
         due and punctual payment of the principal of and any premium and
         interest on all the Securities and the performance or observance of
         every covenant of this Indenture on the part of the Company to be
         performed or observed and the conversion rights shall be provided for
         in accordance with Article 14, if applicable, or as otherwise specified
         pursuant to Section 3.1, by supplemental indenture satisfactory in form
         to the Trustee, executed and delivered to the Trustee, by the Person
         (if other than the Company) formed by such consolidation or into which
         the Company shall have been merged or by the Person which shall have
         acquired the Company's assets;

                  (2) immediately after giving effect to such transaction and
         treating any indebtedness which becomes an obligation of the Company or
         any Subsidiary as a result of such transaction as having been incurred
         by the Company or such Subsidiary at the time of

                                                                            -50-

         such transaction, no Event of Default, and no event which, after notice
         or lapse of time or both, would become an Event of Default, shall have
         happened and be continuing; and

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

SECTION 8.2. SUCCESSOR SUBSTITUTED.

         Upon any consolidation of the Company with, or merger of 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, or successive successions, and the assumption by any such
         successor of the covenants of the Company herein and in the Securities;
         or

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

                  (3) to add any additional Events of Default for the benefit of
         the Holders of all or any series of Securities (and if such additional
         Events of Default are to be for the benefit of less than all series of
         Securities, stating that such additional Events of Default are
         expressly being included solely for the benefit of such series); or

                                                                            -51-

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

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

                  (6) to secure the Securities; or

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

                  (8) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Securities of one
         or more series and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one Trustee,
         pursuant to the requirements of Section 6.11; or

                  (9) to make provision with respect to the conversion rights of
         Holders pursuant to the requirements of Article 14, including providing
         for the conversion of the securities into any security (other than the
         Common Stock of the Company) or property of the Company; or

                  (10) 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 (10) shall not adversely affect the
         interests of the Holders of Securities of any series in any material
         respect; or

                  (11) to supplement any of the provisions of the Indenture to
         such extent as shall be necessary to permit or facilitate the
         defeasance and discharge of any series of Securities pursuant to
         Articles Four and Thirteen, provided that any such action shall not
         adversely affect the interests of the Holders of Securities of such
         series or any other series of Securities in any material respect.

SECTION 9.2. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

         With the consent of the Holders of a majority in principal amount of
the Outstanding Securities of each series affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the
Company, when authorized by a Board Resolution, and the Trustee may enter into
an indenture or indentures supplemental hereto for the purpose of adding any

                                                                            -52-

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

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

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

                  (3) modify any of the provisions of this Section, Section 5.13
         or Section 10.10, except to increase any such percentage or to provide
         that certain other provisions of this Indenture cannot be modified or
         waived without the consent of the Holder of each Outstanding Security
         affected thereby; provided, however, that this clause shall not be
         deemed to require the consent of any Holder with respect to changes in
         the references to "the Trustee" and concomitant changes in this Section
         and Section 10.10, or the deletion of this proviso, in accordance with
         the requirements of Sections 611 and 901(8), or

                  (4) if applicable, make any change that adversely affects the
         right to convert any security as provided in Article 14 or pursuant to
         Section 3.1 (except as permitted by Section 9.1(9)) or decrease the
         conversion rate or increase the conversion price of any such security.

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

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

                                                                            -53-

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 Sections 601 and 603) 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 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.

SECTION 9.6. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

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

                                  ARTICLE 10.

                                   COVENANTS

SECTION 10.1. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

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

                                                                            -54-

SECTION 10.2. MAINTENANCE OF OFFICE OR AGENCY.

         The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange, where Securities of that series may be
surrendered for conversion and where notices and demands to or upon the Company
in respect of the Securities of that series and this Indenture may be served.
The Company will give prompt written notice to the Trustee of the location, and
any change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such 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. Unless otherwise provided
in a supplemental indenture or pursuant to Section 3.1 hereof, the Place of
Payment for any series of Securities shall be the Corporate Trust Office of the
Trustee.

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

SECTION 10.3. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

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

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

         The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will (1) comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of

                                                                            -55-

the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent for payment in respect of the Securities of that series.

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

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of or any premium or
interest on any Security of any series and remaining unclaimed for a period
ending on the earlier of the date that is ten Business Days prior to the date
such money would escheat to the State or two years after such principal, premium
or interest has become due and payable shall be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in each Place of Payment, 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. 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 this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge. The fiscal year of the Company currently ends on
December 31; and the Company will give the Trustee prompt written notice of any
change of its fiscal year.

SECTION 10.5. EXISTENCE.

         Subject to Article 8, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence.

                                                                            -56-

SECTION 10.6. MAINTENANCE OF PROPERTIES.

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

SECTION 10.7. PAYMENT OF TAXES AND OTHER CLAIMS.

         The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company upon the income, profits
or property of the Company, and (2) all lawful claims for labor, materials and
supplies which, if unpaid, might by law become a lien upon the property of the
Company; provided, however, that the Company shall not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment, charge or
claim (i) whose amount, applicability or validity is being contested in good
faith by appropriate proceedings or (ii) if the failure to pay or discharge
would not have a material adverse effect on the assets, business, operations,
properties or condition (financial or otherwise) of the Company and its
subsidiaries, taken as a whole.

SECTION 10.8. LIMITATION ON LIENS.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, issue, incur, create, assume or guarantee any Secured Debt (as defined
below) without in any such case effectively providing concurrently with the
issuance, incurrence, creation, assumption or guaranty of any such Secured Debt,
or the grant of such mortgage (as defined below), that the Securities (together
with, if the Company shall so determine, any other indebtedness of or guarantee
by the Company or such Restricted Subsidiary ranking equally with the
Securities) shall be secured equally and ratably with (or, at the option of the
Company, prior to) such Secured Debt. The foregoing restriction, however, shall
not apply to: (a) mortgages on property, shares of stock or indebtedness or
other assets of any corporation existing at the time such corporation becomes a
Restricted Subsidiary, provided that such mortgages or liens are not incurred in
anticipation of such corporation becoming a Restricted Subsidiary; (b) mortgages
on property, shares of stock or indebtedness or other assets existing at the
time of acquisition thereof by the Company or a Restricted Subsidiary (which may
include property previously leased by the Company or a Restricted Subsidiary and
leasehold interests thereon, provided that the lease terminates prior to the
acquisition) or mortgages thereon to secure the payment of all or any part of
the purchase price thereof, or mortgages on property, shares of stock or
indebtedness or other assets to secure any debt incurred prior to, at the time
of, or within 180 days after, the latest of the acquisition thereof or, in the
case of property, the completion of construction, the completion of improvements
or the commencement of substantial commercial operation of such property for the
purpose of financing all or any part of the purchase

                                                                            -57-

price thereof, such construction or the making of such improvements; (c)
mortgages to secure indebtedness owing to the Company or to a Restricted
Subsidiary; (d) mortgages existing at the date of this Indenture; (e) mortgages
on property of a Person existing at the time such Person is merged into or
consolidated with the Company or a Restricted Subsidiary or at the time of a
sale, lease or other disposition of the properties of a Person as an entirety or
substantially as an entirety to the Company or a Restricted Subsidiary, provided
that such mortgage was not incurred in anticipation of such merger or
consolidation or sale, lease or other disposition; (f) mortgages in favor of the
United States of America or any state, territory or possession thereof (or the
District of Columbia), or any department, agency, instrumentality or political
subdivision of the United States of America or any state, territory or
possession thereof (or the District of Columbia), to secure partial, progress,
advance or other payments pursuant to any contract or statute or to secure any
indebtedness incurred for the purpose of financing all or any part of the
purchase price or the cost of constructing or improving the property subject to
such mortgages; or (g) extensions, renewals or replacements of any mortgage
referred to in the foregoing clauses (a) through (f) (including successive
extensions, renewals and replacements); provided, however, that mortgages
permitted by any of the foregoing clauses (a) through (f) shall not extend to or
cover any other Principal Property of the Company or any Restricted Subsidiary
or any shares of stock or indebtedness of any such Restricted Subsidiary, other
than the property, including improvements thereto, stock or indebtedness
specified in such clauses.

         For purposes of this Section 10.8:

                           (i) "Secured Debt" means any debt for borrowed money
                  secured by a mortgage upon any Principal Property or upon any
                  shares of stock or indebtedness for borrowed money or
                  evidenced by a bond, note, debenture or similar instrument of
                  any Restricted Subsidiary owned by the Company or a Restricted
                  Subsidiary (whether such Principal Property, shares or
                  indebtedness are now existing or owed or hereafter created or
                  acquired); and

                           (ii) "mortgage" means a mortgage, security interest,
                  pledge, lien, charge or other encumbrance.

         Notwithstanding the restrictions outlined in the preceding paragraph,
the Company or any Restricted Subsidiary may issue, incur, create, assume or
guarantee Secured Debt which would otherwise be subject to such restrictions,
without equally and ratably securing the Securities, provided that after giving
effect thereto, the aggregate amount of all Secured Debt then outstanding (not
including mortgages permitted under any of clauses (a) through (g) above) plus
Attributable Debt of the Company and Restricted Subsidiaries in respect of Sale
and Leaseback Transactions entered into after the date of original issuance of
the Securities (other than any Sale and Leaseback Transaction permitted under
clause (b) of Section 10.9 and other than any Sale and Leaseback Transaction
with respect to any Principal Property as to which the Company or a Restricted
Subsidiary would be entitled to incur indebtedness secured by a mortgage on such
Principal Property at least equal in amount to the Attributable Debt with
respect to such Sale and Leaseback Transaction under any of clauses (a) through
(g) above) does not at the time such debt is issued,

                                                                            -58-

incurred, created, assumed or guaranteed exceed an amount equal to 10% of the
Consolidated Net Tangible Assets of the Company.

SECTION 10.9. LIMITATIONS ON SALE AND LEASEBACK TRANSACTIONS.

         The Company shall not, nor shall it permit any Restricted Subsidiary
to, enter into any Sale and Leaseback Transaction with respect to any Principal
Property, unless: (a) the Company or such Restricted Subsidiary would be
entitled to incur Secured Debt on the Principal Property involved in such
transaction at least equal in amount to the Attributable Debt with respect to
such Sale and Leaseback Transaction, without equally and ratably securing the
Securities, pursuant to the limitation on liens described in Section 10.8; or
(b) the Company shall apply an amount equal to the greater of the net proceeds
of such sale, the fair market value of such property at the time of such sale
(as determined in good faith by the Company) or the Attributable Debt with
respect to such Sale and Leaseback Transaction within 180 days of such sale to
either (or a combination of) (i) the retirement (other than any mandatory
retirement, mandatory prepayment or sinking fund payment or by payment at
maturity) of debt for borrowed money of the Company or a Restricted Subsidiary
that has a scheduled maturity more than 12 months after its creation or (ii) the
purchase, construction, improvement or development of other comparable property.

SECTION 10.10. COVENANT APPLICABLE TO ISSUANCE OF SECURITIES TO THE COMPANY'S
               TRUST.

         In the event the Company issues Securities under this Indenture to the
Trust or a Trust Trustee in connection with the issuance by the Trust of Trust
Securities, for so long as any Trust Securities remain outstanding (as such term
shall be defined in the declaration of trust relating to the issuance of the
Trust Securities), the Company shall:

         (a) maintain 100% ownership, whether directly or indirectly, of the
Equity Interests of such Trust; provided, however, that any Person who succeeds
the Company under the terms of the relevant indenture may succeed to the
Company's ownership of such Equity Interests; and

         (b) use its reasonable efforts to cause the Trust to:

                           (i) remain a statutory business trust, as defined in
                  the Delaware Business Trust Act, except in connection with the
                  distribution of the Securities, the redemption of all of the
                  Trust Securities of the Trust, or certain mergers,
                  consolidations or amalgamations, each as permitted by the
                  Declaration of Trust;

                           (ii) otherwise continue not to be treated as an
                  association taxable as a corporation or partnership for United
                  States federal income tax purposes; and

                           (iii) use its reasonable efforts to cause each holder
                  of Trust Securities to be treated as owning an individual
                  beneficial interest in the Securities.

                                                                            -59-

SECTION 10.11. WAIVER OF CERTAIN COVENANTS.

         Except as otherwise specified as contemplated by Section 3.1 for
Securities of such series, the Company may, with respect to the Securities of
any series, omit in any particular instance to comply with any term, provision
or condition set forth in any covenant provided pursuant to Section 3.1(19),
9.1(2), 10.6, 10.7, 10.8, 10.9 or 10.10 for the benefit of the Holders of such
series if before the time for such compliance the Holders of at least a majority
in principal amount of the Outstanding Securities of such series shall, by Act
of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition, but no such waiver
shall extend to or affect such term, provision or condition except to the extent
so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.

                                  ARTICLE 11.

                            REDEMPTION OF SECURITIES

SECTION 11.1. APPLICABILITY OF ARTICLE.

         Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 3.1 for such Securities) in
accordance with this Article.

SECTION 11.2. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

         The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution or in another manner specified as contemplated by Section
3.1 for such Securities. In case of any redemption at the election of the
Company of less than all the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least 45
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date, of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

SECTION 11.3. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

         If less than all the Securities of any series are to be redeemed
(unless all the Securities of such series and of a specified tenor are to be
redeemed or unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 45 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by lot, or in the Trustee's
discretion, on a pro-rata basis, provided that the unredeemed portion of the
principal amount of any Security shall be in an authorized

                                                                            -60-

denomination (which shall not be less than the minimum authorized denomination)
for such Security. If less than all the Securities of such series and of a
specified tenor are to be redeemed (unless such redemption affects only a single
Security), the particular Securities to be redeemed shall be selected not more
than 45 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series and specified tenor not previously called for
redemption in accordance with the preceding sentence.

         If any Security selected for partial redemption is converted in part
before termination of the conversion right with respect to the portion of the
Security so selected, the converted portion of such Security shall be deemed (so
far as may be) to be the portion selected for redemption. Securities which have
been converted during a selection of Securities to be redeemed shall be treated
by the Trustee as Outstanding for the purpose of such selection.

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

         The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

         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, unless a shorter period is specified in the Securities to be redeemed, to
each Holder of Securities to be redeemed, at its address appearing in the
Security Register.

         All notices of redemption shall state:

                  (1) the Redemption Date,

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

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

                                                                            -61-

         if less than all the Outstanding Securities of any series consisting of
         a single Security are to be redeemed, the principal amount of the
         particular Security to be redeemed,

                  (4) 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,

                  (5) the place or places where each such Security is to be
         surrendered for payment of the Redemption Price,

                  (6) if applicable, the conversion price, the date on which the
         right to convert the principal of the Securities or the portions
         thereof to be redeemed will terminate, and the place or places where
         such Securities may be surrendered for conversion, and

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

         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 and shall be irrevocable.

SECTION 11.5. DEPOSIT OF REDEMPTION PRICE.

         On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 10.3) an 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.

         If any Security called for redemption is converted, any money deposited
with the Trustee or with a Paying Agent or so segregated and held in trust for
the redemption of such Security shall (subject to the right of any Holder of
such Security to receive interest as provided in the last paragraph of Section
3.7) be paid to the Company on Company Request, or if then held by the Company,
shall be discharged from such trust.

SECTION 11.6. SECURITIES PAYABLE ON REDEMPTION DATE.

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 3.1, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will be payable to the Holders of such
Securities, or

                                                                            -62-

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 and any premium 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 its attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and of like tenor, of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

                                  ARTICLE 12.

                                  SINKING FUNDS

SECTION 12.1. APPLICABILITY OF ARTICLE.

         The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of any series except as otherwise specified as
contemplated by Section 3.1 for such Securities.

         The minimum amount of any sinking fund payment provided for by the
terms of any Securities is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of such Securities is herein referred to as an "optional sinking fund
payment." If provided for by the terms of any Securities, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 12.2.
Each sinking fund payment shall be applied to the redemption of Securities as
provided for by the terms of such Securities.

SECTION 12.2. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

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

                                                                            -63-

been previously so credited. The Securities to be so credited shall be
received and credited for such purpose by the Trustee at the Redemption Price,
as specified in the Securities so to be redeemed, for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

SECTION 12.3. REDEMPTION OF SECURITIES FOR SINKING FUND.

         Not less than 60 days prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 12.2 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 days prior to each such sinking fund payment date,
the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 11.3 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 11.4. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 11.6 and 11.7.

                                  ARTICLE 13.

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 13.1. COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.

         The Company may elect, at its option at any time, to have Section 13.2
or Section 13.3 applied to any Securities or any series of Securities, as the
case may be, designated pursuant to Section 3.1 as being defeasible pursuant to
such Section 13.2 or 13.3, in accordance with any applicable requirements
provided pursuant to Section 3.1 and upon compliance with the conditions set
forth below in this Article. Any such election shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 3.1 for
such Securities.

SECTION 13.2. DEFEASANCE AND DISCHARGE.

         Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, the
Company shall be deemed to have been discharged from its obligations with
respect to such Securities as provided in this Section on and after the date the
conditions set forth in Section 13.4 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: (1) the rights of Holders of such Securities to
receive, solely from the trust fund described in Section 13.4 and as more fully
set forth in such Section, payments in respect of the principal of and

                                                                            -64-

any premium and interest on such Securities when payments are due, (2) the
Company's obligations with respect to such Securities under Sections 3.4, 3.5,
3.6, 10.2 and 10.3, and, if applicable, Article 14, (3) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (4) this Article.
Subject to compliance with this Article, the Company may exercise its option (if
any) to have this Section applied to any Securities notwithstanding the prior
exercise of its option (if any) to have Section 13.3 applied to such Securities.

SECTION 13.3. COVENANT DEFEASANCE.

         Upon the Company's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be:

                  (1) the Company shall be released from its obligations under
         Section 8.1, Sections 10.6 through 10.9, inclusive, and any covenants
         provided pursuant to Section 3.1(19) or 9.1(2) or for the benefit of
         the Holders of such Securities and

                  (2) the occurrence of any event specified in Section 8.1 or
         Section 5.1(4) (with respect to any of Sections 10.6 through 10.9,
         inclusive, and any such covenants provided pursuant to Section 3.1(19)
         or 9.1(2)), 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 13.4
         are satisfied (hereinafter called "Covenant Defeasance"). For this
         purpose, such Covenant Defeasance means that, with respect to such
         Securities, the Company 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 (to the extent so specified in the case of
         Section 5.1(4)), 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 13.4. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

         The following shall be the conditions to the application of Section
13.2 or Section 13.3 to any Securities or any series of Securities, as the case
may be:

                  (1) 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 agrees to comply with the
         provisions of this Article 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 benefits 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

                                                                            -65-

                           (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, and
                  which shall be applied by the Trustee (or any such other
                  qualifying 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 such Securities. As used herein, "U.S.
                  Government Obligation" means (x) any security which is (i) a
                  direct obligation of the United States of America for the
                  payment of which the full faith and credit of the United
                  States of America is pledged or (ii) an obligation 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 (i) or (ii), is not callable or redeemable at the option
                  of the issuer thereof, and (y) any depositary receipt issued
                  by a bank (as defined in Section 3(a)(2) of the Securities
                  Act) as custodian with respect to any U.S. Government
                  Obligation which is specified in Clause (x) above and held by
                  such bank for the account of the holder of such depositary
                  receipt, or with respect to any specific payment of principal
                  of or interest on any U.S. Government Obligation which is so
                  specified and held, 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 depositary receipt
                  from any amount received by the custodian in respect of the
                  U.S. Government Obligation or the specific payment of
                  principal or interest evidenced by such depositary receipt

                  (2) In the event of an election to have Section 13.2 apply to
         any Securities or any series of Securities, as the case may be, the
         Company shall have delivered to the Trustee an Opinion of Counsel
         stating that

                           (A) the Company has received from, or there has been
                  published by, the Internal Revenue Service a ruling or

                           (B) since the date of this instrument, there has been
                  a change in the applicable Federal income tax law, in either
                  case (A) or (B) 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 amount, in the same
                  manner and at the same times as would be the case if such
                  deposit, Defeasance and discharge were not to occur.

                  (3) In the event of an election to have Section 13.3 apply to
         any Securities or any series of Securities, as the case may be, 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 the deposit and
         Covenant Defeasance to be effected with respect to such Securities and
         will be subject to Federal income tax on the same

                                                                            -66-

         amount, in the same manner and at the same times as would be the case
         if such deposit and Covenant Defeasance were not to occur.

                  (4) The Company shall have delivered to the Trustee an
         Officers' Certificate to the effect that neither such Securities nor
         any other Securities of the same series, if then listed on any
         securities exchange, will be delisted as a result of such deposit.

                  (5) 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
         Sections 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)

                  (6) 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).

                  (7) 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.

                  (8) 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 unless such trust
         shall be registered under such Act or exempt from registration
         thereunder.

                  (9) The Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent with respect to such Defeasance or Covenant
         Defeasance have been complied with.

SECTION 13.5. DEPOSITED MONEY AND US GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST;
              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 and Section 13.6, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 13.4 in respect of any
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 such 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 any premium and interest, but money so held in trust 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

                                                                            -67-

to Section 13.4 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 Outstanding Securities. Anything in this Article 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 13.4 with respect to any Securities 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 the
Defeasance or Covenant Defeasance, as the case may be, with respect to such
Securities.

SECTION 13.6. 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 13.2 or 13.3 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 permitted to apply
all money held in trust pursuant to Section 13.5 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.

                                  ARTICLE 14.

                            CONVERSION OF SECURITIES

SECTION 14.1. APPLICABILITY OF ARTICLE.

         The provisions of this Article shall be applicable to the Securities of
any series which are convertible into shares of Common Stock of the Company, and
the issuance of such shares of Common Stock upon the conversion of such
Securities, except as otherwise specified as contemplated by Section 3.1 for the
Securities of such series.

SECTION 14.2. EXERCISE OF CONVERSION PRIVILEGE.

         In order to exercise a conversion privilege, the Holder of a Security
of a series with such a privilege shall surrender such Security to the Company
at the office or agency maintained for that purpose pursuant to Section 10.2,
accompanied by a duly executed conversion notice to the Company substantially in
the form set forth in Section 2.6 stating that the Holder elects to convert such
Security or a specified portion thereof. Such notice shall also state, if
different from the name and address of such Holder, the name or names (with
address) in which the certificate or certificates for shares of Common Stock
which shall be issuable on such conversion shall be issued. Securities
surrendered for conversion shall (if so required by the Company or the Trustee)
be duly endorsed by

                                                                            -68-

or accompanied by instruments of transfer in forms satisfactory to the Company
and the Trustee duly executed by the registered Holder or its attorney duly
authorized in writing; and Securities so surrendered for conversion (in whole or
in part) during the period from the close of business on any Regular Record Date
to the opening of business on the next succeeding Interest Payment Date
(excluding Securities or portions thereof called for redemption during the
period beginning at the close of business on a Regular Record Date and ending at
the opening of business on the first Business Day after the next succeeding
Interest Payment Date, or if such Interest Payment Date is not a Business Day,
the second such Business Day) shall also be accompanied by payment in funds
acceptable to the Company of an amount equal to the interest payable on such
Interest Payment Date on the principal amount of such Security then being
converted, and such interest shall be payable to such registered Holder
notwithstanding the conversion of such Security, subject to the provisions of
Section 3.7 relating to the payment of Defaulted Interest by the Company. As
promptly as practicable after the receipt of such notice and of any payment
required pursuant to a Board Resolution and, subject to Section 3.3, set forth,
or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto setting forth the
terms of such series of Security, and the surrender of such Security in
accordance with such reasonable regulations as the Company may prescribe, the
Company shall issue and shall deliver, at the office or agency at which such
Security is surrendered, to such Holder or on its written order, a certificate
or certificates for the number of full shares of Common Stock issuable upon the
conversion of such Security (or specified portion thereof), in accordance with
the provisions of such Board Resolution, Officers' Certificate or supplemental
indenture, and cash as provided therein in respect of any fractional share of
such Common Stock otherwise issuable upon such conversion. Such conversion shall
be deemed to have been effected immediately prior to the close of business on
the date on which such notice and such payment, if required, shall have been
received in proper order for conversion by the Company and such Security shall
have been surrendered as aforesaid (unless such Holder shall have so surrendered
such Security and shall have instructed the Company to effect the conversion on
a particular date following such surrender and such Holder shall be entitled to
convert such Security on such date, in which case such conversion shall be
deemed to be effected immediately prior to the close of business on such date)
and at such time the rights of the Holder of such Security as such Security
Holder shall cease and the person or persons in whose name or names any
certificate or certificates for shares of Common Stock of the Company shall be
issuable upon such conversion shall be deemed to have become the Holder or
Holders of record of the shares represented thereby. Except as set forth above
and subject to the final paragraph of Section 3.7, no payment or adjustment
shall be made upon any conversion on account of any interest accrued on the
Securities (or any part thereof) surrendered for conversion or on account of any
dividends on the Common Stock of the Company issued upon such conversion. In the
case of any Security which is converted in part only, upon such conversion the
Company shall execute and the Trustee shall authenticate and deliver to or on
the order of the Holder thereof, at the expense of the Company, a new Security
or Securities of the same series, of authorized denominations, in aggregate
principal amount equal to the unconverted portion of such Security.

                                                                            -69-

SECTION 14.3. NO FRACTIONAL SHARES.

         No fractional share of Common Stock of the Company shall be issued upon
conversions of Securities of any series. If more than one Security shall be
surrendered for conversion at one time by the same Holder, the number of full
shares which shall be issuable upon conversion shall be computed on the basis of
the aggregate principal amount of the Securities (or specified portions thereof
to the extent permitted hereby) so surrendered. If, except for the provisions of
this Section 14.3, any Holder of a Security or Securities would be entitled to a
fractional share of Common Stock of the Company upon the conversion of such
Security or Securities, or specified portions thereof, the Company shall pay to
such Holder an amount in cash equal to the current market value of such
fractional share computed, (i) if such Common Stock is listed or admitted to
unlisted trading privileges on a national securities exchange or market, on the
basis of the last reported sale price regular way on such exchange or market on
the last trading day prior to the date of conversion upon which such a sale
shall have been effected, or (ii) if such Common Stock is not at the time so
listed or admitted to unlisted trading privileges on a national securities
exchange or market, on the basis of the average of the bid and asked prices of
such Common Stock in the over-the-counter market, on the last trading day prior
to the date of conversion, as reported by the National Quotation Bureau,
Incorporated or similar organization if the National Quotation Bureau,
Incorporated is no longer reporting such information, or if not so available,
the fair market price as determined by the Board of Directors. For purposes of
this Section, "trading day" shall mean each Monday, Tuesday, Wednesday, Thursday
and Friday other than any day on which the Common Stock is not traded on the
Nasdaq National Market, or if the Common Stock is not traded on the Nasdaq
National Market, on the principal exchange or market on which the Common Stock
is traded or quoted.

SECTION 14.4. ADJUSTMENT OF CONVERSION PRICE.

         The conversion price of Securities of any series that is convertible
into Common Stock of the Company shall be adjusted for any stock dividends,
stock splits, reclassifications, combinations or similar transactions in
accordance with the terms of the supplemental indenture or Board Resolutions
setting forth the terms of the Securities of such series. Whenever the
conversion price is adjusted, the Company shall compute the adjusted conversion
price in accordance with terms of the applicable Board Resolution or
supplemental indenture and shall prepare an Officers' Certificate setting forth
the adjusted conversion price and showing in reasonable detail the facts upon
which such adjustment is based, and such certificate shall forthwith be filed at
each office or agency maintained for the purpose of conversion of Securities
pursuant to Section 10.2 and, if different, with the Trustee. The Company shall
forthwith cause a notice setting forth the adjusted conversion price to be
mailed, first class postage prepaid, to each Holder of Securities of such series
at its address appearing on the Security Register and to any conversion agent
other than the Trustee.

                                                                            -70-

SECTION 14.5. NOTICE OF CERTAIN CORPORATE ACTIONS.

         In case:

                  (1) the Company shall declare a dividend (or any other
         distribution) on its Common Stock payable otherwise than in cash out of
         its retained earnings (other than a dividend for which approval of any
         shareholders of the Company is required) that would require an
         adjustment pursuant to Section 14.4; or

                  (2) the Company shall authorize the granting to all or
         substantially all of the holders of its Common Stock of rights, options
         or warrants to subscribe for or purchase any shares of capital stock of
         any class or of any other rights (other than any such grant for which
         approval of any shareholders of the Company is required); or

                  (3) of any reclassification of the Common Stock of the Company
         (other than a subdivision or combination of its outstanding shares of
         Common Stock, or of any consolidation, merger or share exchange to
         which the Company is a party and for which approval of any shareholders
         of the Company is required), or of the sale of all or substantially all
         of the assets of the Company; or

                  (4) of the voluntary or involuntary dissolution, liquidation
         or winding up of the Company;

         then the Company shall cause to be filed with the Trustee, and shall
cause to be mailed to all Holders at their last addresses as they shall appear
in the Security Register, at least 20 days (or 10 days in any case specified in
Clause (1) or (2) above) prior to the applicable record date hereinafter
specified, a notice stating (i) the date on which a record is to be taken for
the purpose of such dividend, distribution, rights, options or warrants, or, if
a record is not to be taken, the date as of which the holders of Common Stock of
record to be entitled to such dividend, distribution, rights, options or
warrants are to be determined, or (ii) the date on which such reclassification,
consolidation, merger, share exchange, sale, dissolution, liquidation or winding
up is expected to become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their shares of
Common Stock for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, share exchange, sale, dissolution,
liquidation or winding up. If at any time the Trustee shall not be the
conversion agent, a copy of such notice shall also forthwith be filed by the
Company with the Trustee.

SECTION 14.6. RESERVATION OF SHARES OF COMMON STOCK.

         The Company shall at all times reserve and keep available, free from
preemptive rights, out of its authorized but unissued Common Stock, for the
purpose of effecting the conversion of Securities, the full number of shares of
Common Stock of the Company then issuable upon the conversion of all outstanding
Securities of any series that has conversion rights.

                                                                            -71-

SECTION 14.7. PAYMENT OF CERTAIN TAXES UPON CONVERSION.

         Except as provided in the next sentence, the Company will pay any and
all taxes that may be payable in respect of the issue or delivery of shares of
its Common Stock on conversion of Securities pursuant hereto. The Company shall
not, however, be required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of shares of its Common Stock in a
name other than that of the Holder of the Security or Securities to be
converted, and no such issue or delivery shall be made unless and until the
person requesting such issue has paid to the Company the amount of any such tax,
or has established, to the satisfaction of the Company, that such tax has been
paid.

SECTION 14.8. NONASSESSABILITY.

         The Company covenants that all shares of its Common Stock which may be
issued upon conversion of Securities will upon issue in accordance with the
terms hereof be duly and validly issued and fully paid and nonassessable.

SECTION 14.9. PROVISION IN CASE OF CONSOLIDATION, MERGER OR SALE OF ASSETS.

         In case of any consolidation or merger of the Company with or into any
other Person, any merger of another Person with or into the Company (other than
a merger which does not result in any reclassification, conversion, exchange or
cancellation of outstanding shares of Common Stock of the Company) or any
conveyance, sale, transfer or lease of all or substantially all of the assets of
the Company, the Person formed by such consolidation or resulting from such
merger or which acquires such assets, as the case may be, shall execute and
deliver to the Trustee a supplemental indenture providing that the Holder of
each Security of a series then Outstanding that is convertible into Common Stock
of the Company shall have the right thereafter (which right shall be the
exclusive conversion right thereafter available to said Holder), during the
period such Security shall be convertible, to convert such Security only into
the kind and amount of securities, cash and other property receivable upon such
consolidation, merger, conveyance, sale, transfer or lease by a holder of the
number of shares of Common Stock of the Company into which such Security might
have been converted immediately prior to such consolidation, merger, conveyance,
sale, transfer or lease, assuming such holder of Common Stock of the Company (i)
is not a Person with which the Company consolidated or merged with or into or
which merged into or with the Company or to which such conveyance, sale,
transfer or lease was made, as the case may be (a "Constituent Person"), or an
Affiliate of a Constituent Person and (ii) failed to exercise his rights of
election, if any, as to the kind or amount of securities, cash and other
property receivable upon such consolidation, merger, conveyance, sale, transfer
or lease (provided that if the kind or amount of securities, cash and other
property receivable upon such consolidation, merger, conveyance, sale, transfer,
or lease is not the same for each share of Common Stock of the Company held
immediately prior to such consolidation, merger, conveyance, sale, transfer or
lease by others than a Constituent Person or an Affiliate thereof and in respect
of which such rights of election shall not have been exercised ("Non-electing
Share"), then for the purpose of this Section 14.9 the kind and amount of
securities, cash and other property receivable upon such consolidation, merger,
conveyance, sale, transfer or lease by the holders of each Non-electing Share
shall be deemed to be the kind and

                                                                            -72-

amount so receivable per share by a plurality of the Non-electing Shares). Such
supplemental indenture shall provide for adjustments which, for events
subsequent to the effective date of such supplemental indenture, shall be as
nearly equivalent as may be practicable to the adjustments provided for in this
Article or in accordance with the terms of the supplemental indenture or Board
Resolutions setting forth the terms of such adjustments. The above provisions of
this Section 14.9 shall similarly apply to successive consolidations, mergers,
conveyances, sales, transfers or leases. Notice of the execution of such a
supplemental indenture shall be given by the Company to the Holder of each
Security of a series that is convertible into Common Stock of the Company as
provided in Section 1.6 promptly upon such execution. Neither the Trustee nor
any conversion agent, if any, shall be under any responsibility to determine the
correctness of any provisions contained in any such supplemental indenture
relating either to the kind or amount of shares of stock or other securities or
property or cash receivable by Holders of Securities of a series convertible
into Common Stock of the Company upon the conversion of their Securities after
any such consolidation, merger, conveyance, transfer, sale or lease or to any
such adjustment, but may accept as conclusive evidence of the correctness of any
such provisions, and shall be protected in relying upon, an Opinion of Counsel
with respect thereto, which the Company shall cause to be furnished to the
Trustee upon request.

SECTION 14.10. DUTIES OF TRUSTEE REGARDING CONVERSION.

         Neither the Trustee nor any conversion agent shall at any time be under
any duty or responsibility to any Holder of Securities of any series that is
convertible into Common Stock of the Company to determine whether any facts
exist which may require any adjustment of the conversion price, or with respect
to the nature or extent of any such adjustment when made, or with respect to the
method employed, whether herein or in any supplemental indenture, any
resolutions of the Board of Directors or written instrument executed by one or
more officers of the Company provided to be employed in making the same. Neither
the Trustee nor any conversion agent shall be accountable with respect to the
validity or value (or the kind or amount) of any shares of Common Stock of the
Company, or of any securities or property, which may at any time be issued or
delivered upon the conversion of any Securities and neither the Trustee nor any
conversion agent makes any representation with respect thereto. Subject to the
provisions of Section 6.1, neither the Trustee nor any conversion agent shall be
responsible for any failure of the Company to issue, transfer or deliver any
shares of its Common Stock or stock certificates or other securities or property
upon the surrender of any Security for the purpose of conversion or to comply
with any of the covenants of the Company contained in this Article 14 or in the
applicable supplemental indenture, resolutions of the Board of Directors or
written instrument executed by one or more duly authorized officers of the
Company.

SECTION 14.11. REPAYMENT OF CERTAIN FUNDS UPON CONVERSION.

         Any funds which at any time shall have been deposited by the Company or
on its behalf with the Trustee or any other paying agent for the purpose of
paying the principal of, and premium, if any, and interest, if any, on any of
the Securities (including, but not limited to, funds deposited for the sinking
fund referred to in Article 12 hereof and funds deposited pursuant to Article 13
hereof)

                                                                            -73-

and which shall not be required for such purposes because of the conversion of
such Securities as provided in this Article 14 shall after such conversion be
repaid to the Company by the Trustee upon the Company's written request.

         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.

                                  ARTICLE 15.

            DISTRIBUTION OF SECURITIES TO HOLDERS OF TRUST SECURITIES

SECTION 15.1. DISTRIBUTION OF SECURITIES TO HOLDERS OF TRUST SECURITIES

         In the event the Company issues Securities in connection with the
issuance of Trust Securities by the Trust, such Securities subsequently may be
distributed to the holders of the Trust Securities either (a) upon the
dissolution of the Trust or (b) certain other events to be described in the
Supplemental Indenture.

                                                                            -74-

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

                                        SOLECTRON CORPORATION



                                        By: /s/ Kiran Patel
                                           ------------------------------------
                                        Title:  Executive Vice President,
                                                Chief Financial Officer


ATTEST: /s/ Philip E. Fok

                                        STATE STREET BANK AND TRUST
                                        COMPANY OF CALIFORNIA, N.A.

                                        By: /s/ Steve Rivero
                                           ------------------------------------
                                        Title:  Vice President




                                                                            -75-

         Certain Sections of this Indenture relating to Sections 310 through
318, inclusive, of the Trust Indenture Act of 1939:

                                                            
Section 310     (a)(1) .......................................               6.9
                (a)(2) .......................................               6.9
                (a)(3) .......................................    Not Applicable
                (a)(4) .......................................    Not Applicable
                (b) ..........................................         6.8, 6.10
Section 311     (a) ..........................................              6.13
                (b) ..........................................              6.13
Section 312     (a) ..........................................          7.1, 7.2
                (b) ..........................................               7.2
                (c) ..........................................               7.2
Section 313     (a) ..........................................               7.3
                (b) ..........................................               7.3
                (c) ..........................................               7.3
                (d) ..........................................               7.3
Section 314     (a) ..........................................               7.4
                (a)(4) .......................................        10.1, 10.4
                (b) ..........................................    Not Applicable
                (c)(1) .......................................               1.2
                (c)(2) .......................................               1.2
                (c)(3) .......................................    Not Applicable
                (d) ..........................................    Not Applicable
                (e) ..........................................               1.2
Section 315     (a) ..........................................               6.1
                (b) ..........................................               6.2
                (c) ..........................................               6.1
                (d) ..........................................               6.1
                (e) ..........................................              5.14
Section 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
Section 317     (a)(1) .......................................               5.3
                (a)(2) .......................................               5.4
                (b) ..........................................              10.3
Section 318     (a) ..........................................               1.7



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

EX-4.2

                                                                     Exhibit 4.2

                             SOLECTRON CORPORATION,

                                    as Issuer


                                       TO



            STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A.,

                                   as Trustee



                          FIRST SUPPLEMENTAL INDENTURE


                          Dated as of February 6, 2002

                                TABLE OF CONTENTS



                                                                                             Page
                                                                                          
ARTICLE I DEFINITIONS...........................................................................1

SECTION 1.1           Definition of Terms.......................................................1

ARTICLE II GENERAL TERMS AND CONDITIONS OF THE SENIOR NOTES....................................22

SECTION 2.1           Designation, Principal Amount and Authorized Denomination................22
SECTION 2.2           Maturity.................................................................22
SECTION 2.3           Form and Payment.........................................................22
SECTION 2.4           Global Notes.............................................................23
SECTION 2.5           Interest.................................................................23

ARTICLE III REDEMPTION.........................................................................24

SECTION 3.1           Optional Redemption......................................................24
SECTION 3.2           Offer to Purchase by Application of Excess Proceeds......................24

ARTICLE IV COVENANTS...........................................................................26

SECTION 4.1           Restricted Payments......................................................26
SECTION 4.2           Incurrence of Indebtedness and Issuance of Preferred Stock...............30
SECTION 4.3           Dividend and Other Payment Restrictions Affecting
                          Restricted Subsidiaries..............................................34
SECTION 4.4           Designation of Restricted and Unrestricted Subsidiaries..................36
SECTION 4.5           Transactions with Affiliates.............................................36
SECTION 4.6           Limitations on Issuances of Guarantees of Indebtedness...................37
SECTION 4.7           Liens....................................................................38
SECTION 4.8           Sale and Leaseback Transactions..........................................38
SECTION 4.9           Merger, Consolidation or Sale of Assets..................................39
SECTION 4.10          Payments for Consent.....................................................40
SECTION 4.11          Reports..................................................................40
SECTION 4.12          Change of Control........................................................40
SECTION 4.13          Asset Sales..............................................................42
SECTION 4.14          Fall-Away Event..........................................................44

ARTICLE V LEGAL DEFEASANCE AND COVENANT DEFEASANCE.............................................44

SECTION 5.1           Option to Effect Legal Defeasance or Covenant Defeasance.................44
SECTION 5.2           Legal Defeasance and Discharge...........................................45
SECTION 5.3           Covenant Defeasance......................................................45
SECTION 5.4           Conditions to Legal or Covenant Defeasance...............................46
SECTION 5.5           Deposited Money and Government Securities to be Held in Trust;
                          Other Miscellaneous Provisions.......................................47
SECTION 5.6           Repayment to the Company.................................................47
SECTION 5.7           Reinstatement............................................................48

ARTICLE VI DEFAULTS AND REMEDIES...............................................................48

SECTION 6.1           Events of Default........................................................48


                                                                                           
SECTION 6.2           Acceleration.............................................................50

ARTICLE VII FORM OF SENIOR NOTE................................................................51

SECTION 7.1           Form of Senior Note......................................................51

ARTICLE VIII ORIGINAL ISSUE OF SENIOR NOTES....................................................62

SECTION 8.1           Original Issue of Senior Notes...........................................62

ARTICLE IX AMENDMENT, SUPPLEMENT AND WAIVER....................................................62

SECTION 9.1           Without Consent Of Holders Of Senior Notes...............................62
SECTION 9.2           With Consent of Holders of Senior Notes..................................63
SECTION 9.3           Compliance With Trust Indenture Act......................................64
SECTION 9.4           Revocation And Effect Of Consents........................................64
SECTION 9.5           Notation On Or Exchange Of Senior Notes..................................65
SECTION 9.6           Trustee To Sign Amendments, Etc..........................................65
SECTION 9.7           Waiver Of Past Defaults..................................................65
SECTION 9.8           Effect of Supplemental Indenture.........................................65

ARTICLE X MISCELLANEOUS........................................................................66

SECTION 10.1          Ratification of Senior Indenture.........................................66
SECTION 10.2          Reference to and Effect on the Senior Indenture..........................66
SECTION 10.3          Governing Law............................................................66
SECTION 10.4          Not Responsible for Recitals.............................................66
SECTION 10.5          Counterparts.............................................................66




                                       2

         FIRST SUPPLEMENTAL INDENTURE, dated as of February 6, 2002 (the "First
Supplemental Indenture"), between Solectron Corporation, a corporation duly
organized and existing under the laws of the State of Delaware, (the "Company"),
and State Street Bank and Trust Company of California, N.A., a national banking
association duly authorized and existing under the laws of the United States of
America, as trustee (the "Trustee").

         WHEREAS, the Company executed and delivered the Senior Debt Securities
Indenture, dated as of February 6, 2002 (the "Senior Indenture"), to the Trustee
to provide for the future issuance of the Company's senior debt securities (the
"Securities"), to be issued from time to time in one or more series as might be
determined by the Company under the Senior Indenture;

         WHEREAS, pursuant to the terms of the Senior Indenture, the Company
desires to provide for the establishment of a new series of its Securities to be
known as its 9.625% Senior Notes due 2009 (the "Senior Notes"), the form and
substance of such Senior Notes and the terms, provisions and conditions thereof
to be set forth as provided in the Senior Indenture and this First Supplemental
Indenture (together, the "Indenture"); and

         WHEREAS, the Company has requested that the Trustee execute and deliver
this First Supplemental Indenture and satisfy all requirements necessary to make
this First Supplemental Indenture a valid instrument in accordance with its
terms, and to make the Senior Notes, when executed by the Company and
authenticated and delivered by the Trustee, the valid obligations of the Company
and all acts and things necessary have been done and performed to make this
First Supplemental Indenture enforceable in accordance with its terms, and the
execution and delivery of this First Supplemental Indenture has been duly
authorized in all respects.

         NOW THEREFORE, in consideration of the purchase and acceptance of the
Senior Notes by the Holders thereof, and for the purpose of setting forth, as
provided in the Indenture, the form and substance of the Senior Notes and the
terms, provisions and conditions thereof, the Company covenants and agrees with
the Trustee as follows:

                                   ARTICLE I

                                   DEFINITIONS

SECTION 1.1 Definition of Terms.

         Unless otherwise provided herein or unless the context otherwise
requires:

         (a) a term defined in the Senior Indenture has the same meaning when
used in this First Supplemental Indenture except to the extent that such
definition has been superceded by this First Supplemental Indenture in which
case the definition in this First Supplemental Indenture shall control;

         (b) a term defined anywhere in this First Supplemental Indenture has
the same meaning throughout;

         (c) the singular includes the plural and vice versa;

         (d) headings are for convenience of reference only and do not affect
interpretation;

         (e) Time of Delivery has the meaning given to it in the Underwriting
Agreement (as defined below);

         (f) the following terms have the meanings given to them in this Section
1.1(f):

         "Acquired Debt" means, with respect to any specified Person:

                           (1) Indebtedness of any other Person existing at the
                  time such other Person is merged with or into or became a
                  Restricted Subsidiary of such specified Person, whether or not
                  such Indebtedness is incurred in connection with, or in
                  contemplation of, such other Person merging with or into, or
                  becoming a Restricted Subsidiary of, such specified Person;
                  and

                           (2) Indebtedness secured by a Lien encumbering any
                  asset acquired by such specified Person, provided that, in the
                  case of this clause (2) only, such Acquired Debt shall be
                  limited to the lesser of the fair market value of the asset
                  (determined by the Company in good faith) subject to such Lien
                  and the total amount of such Indebtedness.

         "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 purposes of this definition, "control,"
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10% or more of the
Voting Stock of a Person will be deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" have correlative meanings.

         "Asset Sale" means:

                           (1) the sale, conveyance or other disposition of any
                  assets or rights, other than in the ordinary course of
                  business consistent with past practices; provided that the
                  sale, conveyance or other disposition of all or substantially
                  all of the assets of the Company and its Subsidiaries taken as
                  a whole will be governed by the provisions of Section 4.12
                  hereof and/or Section 4.9 hereof and not by the provisions of
                  Section 4.13 thereof; and

                           (2) the issuance of Equity Interests by any of the
                  Company's Restricted Subsidiaries or the sale of Equity
                  Interests in any of its Subsidiaries.


                                       2

         Notwithstanding the preceding, none of the following items will be
deemed to be an Asset Sale:

                           (1) any single transaction or series of related
                  transactions that involves assets having a fair market value
                  of less than $10 million;

                           (2) any sale, lease, conveyance or other disposition
                  of assets between or among the Company and its Restricted
                  Subsidiaries,

                           (3) an issuance of Equity Interests by a Subsidiary
                  to the Company or to another Subsidiary (other than an
                  issuance of Equity Interests from a Restricted Subsidiary to
                  an Unrestricted Subsidiary);

                           (4) the sale, lease, conveyance or other disposition
                  of equipment, inventory, accounts receivable or other assets
                  or rights in the ordinary course of business;

                           (5) the sale, conveyance or other disposition of cash
                  or Cash Equivalents;

                           (6) a Restricted Payment or Permitted Investment
                  (other than Cash Equivalents) that is permitted by Section 4.1
                  hereof;

                           (7) the licensing by the Company or any Restricted
                  Subsidiary of intellectual property or know-how on
                  commercially reasonable terms;

                           (8) the sale, lease, conveyance or other disposition
                  of real property (together with any improvements, fixtures or
                  leasehold improvements relating thereto) (the "Property") in
                  connection with the obligation of the Company or any
                  Restricted Subsidiary to remarket or sell any Property at the
                  end of the lease term or otherwise in connection with
                  Synthetic Lease Obligations;

                           (9) the sale or disposal of damaged, worn out or
                  other obsolete personal property in the ordinary course of
                  business consistent with past practice so long as such
                  property is no longer necessary for the proper conduct of the
                  business of the Company and its Restricted Subsidiaries; and

                           (10) the surrender or waiver of litigation rights or
                  settlement, release or surrender of tort or other litigation
                  claims of any kind or the granting of Liens (and foreclosures
                  in respect thereof) not otherwise prohibited by Section 4.7
                  hereof;

         "Attributable Debt" in respect of a sale and leaseback transaction
means, at the time of determination, the present value of the obligation of the
lessee for net rental




                                       3

payments during the remaining term of the lease included in such sale and
leaseback transaction including any period for which such lease has been
extended or may, at the option of the lessor, be extended. Such present value
shall be calculated using a discount rate equal to the rate of interest implicit
in such transaction, determined in accordance with GAAP.

         "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3
and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" will be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms
"Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.

         "Board of Directors" means:

                           (1) with respect to a corporation, the board of
                  directors of the corporation;

                           (2) with respect to a partnership, the board of
                  directors of the general partner of the partnership; and

                           (3) with respect to any other Person, the board or
                  committee of such Person serving a similar function.

         "Capital Lease Obligation" means, at the time any determination is to
be made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet in accordance with
GAAP.

         "Capital Stock" means:

                           (1) in the case of a corporation, corporate stock;

                           (2) in the case of an association or business entity,
                  any and all shares, interests, participations, rights or other
                  equivalents (however designated) of corporate stock;

                           (3) in the case of a partnership or limited liability
                  company, partnership or membership interests (whether general
                  or limited); and

                           (4) any other interest or participation that confers
                  on a Person the right to receive a share of the profits and
                  losses of, or distributions of assets of, the issuing Person.

         "Cash Equivalents" means:

                           (1) securities issued or directly and fully
                  guaranteed or insured by (A) the United States of America or
                  any agency or instrumentally thereof, or (B) any member of the
                  European


                                       4

                  Economic Area or Switzerland, or any agency or instrumentality
                  thereof provided that such country, agency or instrumentality
                  has a credit rating at least equal to that of the United
                  States of America (provided that, in each case, the full faith
                  and credit of such respective nation is pledged in support
                  thereof), or

                           (2) time deposits and certificates of deposit and
                  commercial paper issued by a commercial bank organized under
                  the laws of the United States or any political subdivision
                  thereof or under the laws of Canada, Japan or Switzerland or
                  any member of the European Economic Area, in each case, of
                  recognized standing having capital and surplus in excess of
                  $500 million (or the foreign currency equivalent thereof), or

                           (3) commercial paper issued by others rated at least
                  A-2 or the equivalent thereof by Standard & Poor's Corporation
                  or at least P-2 or the equivalent thereof by Moody's Investors
                  Service, Inc.

         and in the case of each of (1), (2), and (3) maturing within one year
         after the date of acquisition, or

                           (4) Euro or dollar time deposits with maturities of
                  twelve months or less from the date of acquisition, bankers'
                  acceptances with maturities not exceeding twelve months, and
                  overnight bank deposits, in each case with any domestic
                  (United States) commercial bank having capital and surplus in
                  excess of $500 million (or the foreign currency equivalent
                  thereof) and a Keefe Bank Watch Rating of "B" or better;
                  provided, in the case of (1) through (4), that with respect to
                  any non-domestic Person, Cash Equivalents shall also mean
                  those investments that are comparable to clauses (2) and (4)
                  above in such Person's country of organization or country
                  where it conducts business operations.

         "Change of Control" means the occurrence of any of the following:

                           (1) the direct or indirect sale, transfer, conveyance
                  or other disposition (other than by way of merger or
                  consolidation), in one or a series of related transactions, of
                  all or substantially all of the properties or assets of the
                  Company and its Restricted Subsidiaries taken as a whole to
                  any "person" (as that term is used in Section 13(d)(3) of the
                  Exchange Act);

                           (2) the adoption of a plan by the Board of Directors
                  of the Company relating to the liquidation or dissolution of
                  the Company;

                           (3) the consummation of any transaction (including,
                  without limitation, any merger or consolidation) the result of
                  which is that any "person" (as defined above) becomes the


                                       5

                  Beneficial Owner, directly or indirectly, of more than 50% of
                  the Voting Stock of the Company, measured by voting power
                  rather than number of shares; or

                           (4) the first day on which a majority of the members
                  of the Board of Directors of the Company are not Continuing
                  Directors.

         "Comparable Treasury Issue" means the U.S. Treasury security selected
by an Independent Investment Banker as having a maturity comparable to the
remaining term of the Senior Notes through February 15, 2006 that would be
utilized at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Senior Notes. "Independent Investment
Banker" means Goldman Sachs & Co. or, if such firm is unwilling or unable to
select the Comparable Treasury Issue, an investment banking firm of national
reputation selected by the Company.

         "Comparable Treasury Price" means with respect to any redemption date,
(1) the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations for such redemption date, or (2) if the Company obtains fewer than
three such Reference Security Dealer Quotations, the average of all such
quotations.

         "Consolidated Cash Flow" means, without duplication, with respect to
any specified Person for any period, the Consolidated Net Income of such Person
for such period plus:

                           (1) an amount equal to any extraordinary loss plus
                  any net loss realized by such Person or any of its
                  Consolidated Restricted Subsidiaries in connection with a sale
                  of assets outside the ordinary course of business, to the
                  extent such losses were deducted in computing such
                  Consolidated Net Income; plus

                           (2) provision for taxes based on income or profits of
                  such Person and its Consolidated Restricted Subsidiaries for
                  such period, to the extent that such provision for taxes was
                  deducted in computing such Consolidated Net Income; plus

                           (3) Consolidated Fixed Charges of such Person and its
                  Consolidated Restricted Subsidiaries for such period; plus

                           (4) the aggregate amount of restructuring charges,
                  write-downs and reserves taken by the Company in connection
                  with its corporate restructuring described in the Company's
                  Prospectus Supplement dated February 1, 2002 to the Company's
                  Prospectus dated August 29, 2001 (the "Prospectus Supplement")
                  under the caption "Business -- Competitive Strengths --
                  Reduced Cost Structure and Improved Working Capital
                  Management," but without regard to the expected timing of such
                  restructuring charges, write-downs and reserves, will be


                                       6

                  added back; provided that the aggregate amount added to
                  Consolidated Cash Flow pursuant to this clause (4) shall not
                  exceed $409 million; plus

                           (5) depreciation, amortization (including
                  amortization of intangibles but excluding amortization of
                  prepaid cash expenses that were paid in a prior period) and
                  other non-cash expenses (excluding any such non-cash expense
                  to the extent that it represents an accrual of or reserve for
                  cash expenses in any future period or amortization of a
                  prepaid cash expense that was paid in a prior period) of such
                  Person and its Consolidated Restricted Subsidiaries for such
                  period to the extent that such depreciation, amortization and
                  other non-cash expenses were deducted in computing such
                  Consolidated Net Income; minus

                           (6) non-cash items increasing such Consolidated Net
                  Income for such period, other than the accrual of revenue in
                  the ordinary course of business.

         in each case, on a Consolidated basis and determined in accordance with
         GAAP.

         "Consolidated Net Income" means, with respect to any specified Person
for any period, the aggregate of the Net Income of such Person and wholly owned,
Consolidated Restricted Subsidiaries and its pro rata share of Net Income of its
other Consolidated Restricted Subsidiaries for such period, on a Consolidated
basis, determined in accordance with GAAP; provided that:

                           (1) the Net Income (but not loss) of any Person that
                  is not a Consolidated Restricted Subsidiary or that is
                  accounted for by the equity method of accounting will be
                  included only to the extent of the amount of dividends or
                  distributions paid in cash to the specified Person or a
                  Consolidated Restricted Subsidiary of the Person;

                           (2) the Net Income of any Consolidated Restricted
                  Subsidiary will be excluded to the extent, but only to the
                  extent, that the declaration or payment of dividends or
                  similar distributions by that Consolidated Restricted
                  Subsidiary of that Net Income is not at the time permitted by
                  operation of the terms of its charter or any agreement,
                  instrument, judgment, decree, order, statute, rule or
                  governmental regulation applicable to that Consolidated
                  Restricted Subsidiary;

                           (3) the Net Income of any Person acquired in a
                  pooling of interests transaction for any period prior to the
                  date of such acquisition will be excluded; and

                           (4) the cumulative effect of a change in accounting
                  principles will be excluded.


                                       7

         "Consolidated Net Tangible Assets" means Total Assets after deducting
therefrom (1) all current liabilities and (2) all goodwill, trade names,
trademarks, patents, unamortized debt discount, organization expenses and other
like intangibles, all as set forth in the most recent balance sheet of the
Company and its Consolidated Restricted Subsidiaries and computed in accordance
with GAAP.

         "Consolidated Net Worth" of any Person at any date means the aggregate
consolidated stockholders' equity of such Person (plus amounts of equity
attributable to preferred stock) and its consolidated Subsidiaries, as would be
shown on the consolidated balance sheet of such Person prepared in accordance
with GAAP, adjusted to exclude (to the extent included in calculating such
equity) (1) the amount of any such stockholders' equity attributable to
Disqualified Stock or treasury stock of such Person and its consolidated
Subsidiaries, (2) all upward revaluations and other write-ups in the book value
of any asset of such Person or a Consolidated Subsidiary of such Person
subsequent to the Issue Date, (3) all investments in subsidiaries that are not
Consolidated Subsidiaries and in Persons that are not Subsidiaries, and (4) the
aggregate amount of Restricted Payments that such Person could make pursuant to
Section 4.1(a) hereof.

         "Consolidation" means, with respect to any Person, the consolidation of
the accounts of the Restricted Subsidiaries of such Person with those of such
Person, all in accordance with GAAP; provided, that "consolidation" will not
include consolidation of the accounts of any Unrestricted Subsidiary with the
accounts of such Person. The term "Consolidated" has a correlative meaning to
the foregoing.

         "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Company who:

                           (1) was a member of such Board of Directors on the
                  Issue Date; or

                           (2) was nominated for election or elected to such
                  Board of Directors with the approval of a majority of the
                  Continuing Directors who were members of such Board at the
                  time of such nomination or election.

         "Credit Agreements" means (1) that certain 364-day revolving credit
agreement, proposed be entered into by and among the Company, Goldman Sachs
Credit Partners L.P., Bank of America, N.A., JPMorgan Chase Bank, The Bank of
Nova Scotia and the other lenders party thereto providing for up to $250.0
million of revolving credit borrowings, including any related notes, guarantees,
collateral documents, instruments and agreements executed in connection
therewith, and that certain three year senior revolving credit agreement,
proposed to be entered into by and among the Company, Goldman Sachs Credit
Partners L.P., Bank of America, N.A., JPMorgan Chase Bank, The Bank of Nova
Scotia and the other lenders party thereto providing for up to $250.0 million of
revolving credit borrowings, in each case that are referred to in the Prospectus
Supplement whether or not in effect on the Issue Date and as set forth in
Exhibit A hereto (provided that Exhibit A shall be substituted on or prior to
March 31, 2002, with the final executed version of such agreements promptly
following such execution; provided further that the restrictions contained in
such substituted agreement shall be no less restrictive with respect to dividend
and other payment restrictions described in Section


                                       8

4.3(a) directly or indirectly affecting payments from Restricted Subsidiaries to
the Company or to other Restricted Subsidiaries of the Company as those
contained in Exhibit A hereto on the Issue Date); and (2) one or more other term
loans, revolving loans, swing-line or commercial paper facilities (including any
letter of credit sub-facilities or other facilities) entered into with
commercial banks or other financial institutions, and any such facility or
facilities entered into in replacement, extension, renewal, refinancing or
refunding thereof, including, in each case, any related notes, guarantees,
collateral documents, instruments and agreements executed in connection
therewith, and in each case as amended, modified, renewed, refunded, replaced or
refinanced from time to time whether or not with the same agent, trustee,
representative lenders or holders, and irrespective of any changes in the terms
and conditions thereof.

         "Default" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.

         "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder of the Capital Stock), or
upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or redeemable at the option of the
holder of the Capital Stock, in whole or in part, on or prior to the date that
is 91 days after the date on which the Senior Notes mature. Notwithstanding the
preceding sentence, any Capital Stock that would constitute Disqualified Stock
solely because the holders of the Capital Stock have the right to require the
Company to repurchase such Capital Stock upon the occurrence of a change of
control or an asset sale will not constitute Disqualified Stock if the terms of
such Capital Stock provide that the Company may not repurchase or redeem any
such Capital Stock pursuant to such provisions unless such repurchase or
redemption complies with Section 4.1 hereof.

         "DTC" means The Depository Trust Company.

         "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

         "Euro" or "E" means the currency adopted by those countries
participating in the third stage of European Union.

         "European Economic Area" means the member nations of the European
Economic Area pursuant to the Oporto Agreement on the European Economic Area
dated May 2, 1992 as amended.

         "European Union" means the member nations to the third stage of
economic and monetary union pursuant to the Treaty of Rome establishing the
European Community, as amended by the Treaty on European Union, signed at
Maastricht on February 7, 1992.

         "Existing Indebtedness" means Indebtedness and Disqualified Stock of
the Company and its Subsidiaries (other than Indebtedness under clause (1) of
the definition of the Credit Agreements) and preferred stock of Restricted
Subsidiaries in existence on the Issue Date until such amounts are repaid or are
no longer outstanding.


                                       9

         "Existing Synthetic Lease Financings" means Synthetic Lease Obligations
of the Company and its Subsidiaries in existence on the Issue Date until the
Company's or its Subsidiaries' obligation to make payments thereunder have
terminated or been discharged.

         "Fixed Charges" means, with respect to any specified Person for any
period, the sum, without duplication, of:

                           (1) the Consolidated interest expense of such Person
                  and its Consolidated Restricted Subsidiaries for such period,
                  whether paid or accrued, including, without limitation,
                  amortization of debt issuance costs and original issue
                  discount, non-cash interest payments, the interest component
                  of any deferred payment obligations, the interest component of
                  all payments associated with Capital Lease Obligations,
                  imputed interest with respect to Attributable Debt,
                  commissions, discounts and other fees and charges incurred in
                  respect of letter of credit or bankers' acceptance financings,
                  and net of the effect of all payments made or received
                  pursuant to Hedging Obligations; plus

                           (2) the Consolidated interest expense of such Person
                  and its Consolidated Restricted Subsidiaries that was
                  capitalized during such period; plus

                           (3) any interest expense on Indebtedness of another
                  Person to the extent Guaranteed by such Person or one of its
                  Consolidated Restricted Subsidiaries or secured by a Lien on
                  assets of such Person or one of its Consolidated Restricted
                  Subsidiaries, whether or not such Guarantee or Lien is called
                  upon; plus

                           (4) the product of (1) all dividends, whether paid or
                  accrued and whether or not in cash, on any series of preferred
                  stock of such Person or any of its Consolidated Restricted
                  Subsidiaries, other than dividends on Equity Interests payable
                  solely in Equity Interests of the Company (other than
                  Disqualified Stock) or to the Company or a Consolidated
                  Restricted Subsidiary of the Company, multiplied by (2) a
                  fraction, the numerator of which is one and the denominator of
                  which is one minus the then current combined federal, state
                  and local statutory tax rate of such Person, expressed as a
                  decimal, in each case, on a Consolidated basis and in
                  accordance with GAAP.

          "Fixed Charge Coverage Ratio" means with respect to any specified
Person for any period, the ratio of the Consolidated Cash Flow of such Person
and its Consolidated Restricted Subsidiaries for such period to the Fixed
Charges of such Person and its Consolidated Restricted Subsidiaries for such
period. In the event that the specified Person or any of its Consolidated
Restricted Subsidiaries incurs, assumes, Guarantees, repays,


                                       10

repurchases or redeems any Indebtedness (other than ordinary working capital
borrowings) or issues, repurchases or redeems preferred stock subsequent to the
commencement of the period for which the Fixed Charge Coverage Ratio is being
calculated and on or prior to the date on which the event for which the
calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"),
then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect
to such incurrence, assumption, Guarantee, repayment, repurchase or redemption
of Indebtedness, or such issuance, repurchase or redemption of preferred stock,
and the use of the proceeds therefrom as if the same had occurred at the
beginning of the applicable four-quarter reference period.

          In addition, for purposes of calculating the Fixed Charge Coverage
Ratio:

                           (1) acquisitions that have been made by the specified
                  Person or any of its Consolidated Restricted Subsidiaries,
                  including through mergers or consolidations and including any
                  related financing transactions, during the four-quarter
                  reference period or subsequent to such reference period and on
                  or prior to the Calculation Date will be given pro forma
                  effect as if they had occurred on the first day of the
                  four-quarter reference period and Consolidated Cash Flow for
                  such reference period will be calculated on a pro forma basis
                  in accordance with Regulation S-X under the Securities Act,
                  but without giving effect to clause (3) of the proviso set
                  forth in the definition of Consolidated Net Income;

                           (2) the Consolidated Cash Flow attributable to
                  discontinued operations, as determined in accordance with
                  GAAP, and operations or businesses disposed of on or prior to
                  the Calculation Date, will be excluded; and

                           (3) the Fixed Charges attributable to discontinued
                  operations, as determined in accordance with GAAP, and
                  operations or businesses disposed of on or prior to the
                  Calculation Date, will be excluded, but only to the extent
                  that the obligations giving rise to such Fixed Charges will
                  not be obligations of the specified Person or any of its
                  Consolidated Restricted Subsidiaries following the Calculation
                  Date.

         "Foreign Subsidiary" means any Restricted Subsidiary of the Company
which (1) is not organized under the laws of the United States, any state
thereof or the District of Columbia, and (2) conducts substantially all of its
business operations outside the United States of America.

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect from time to time.


                                       11

         "Global Notes" means one or more fully registered global securities.

         "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness.

         "Guarantors" means any subsidiary that executes a Guarantee in
accordance with the provisions of the Indenture, and their respective successors
and assigns.

         "Hedging Obligations" means, with respect to any specified Person, the
net obligations of such Person under:

                           (1) interest rate swap agreements, interest rate cap
                  agreements and interest rate collar agreements;

                           (2) foreign exchange contracts or currency swap
                  agreements; and

                           (3) other agreements or arrangements designed to
                  protect such Person against fluctuations in interest rates,
                  currency values or commodity prices.

         "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent:

                           (1) in respect of borrowed money;

                           (2) evidenced by bonds, notes, debentures or similar
                  instruments or letters of credit (or reimbursement agreements
                  in respect thereof);

                           (3) in respect of banker's acceptances;

                           (4) representing Capital Lease Obligations;

                           (5) representing the balance deferred and unpaid of
                  the purchase price of any property, except any such balance
                  that constitutes an accrued expense or trade payable; or

                           (6) representing the net liability under any Hedging
                  Obligations,

if and only to the extent any of the preceding items (other than letters of
credit and Hedging Obligations) would appear as a liability upon a balance sheet
of the specified Person prepared in accordance with GAAP. In no event shall the
term "Indebtedness" include any lease properly classified as an operating lease
in accordance with GAAP. In addition, the term "Indebtedness" includes all
Indebtedness of others secured by a Lien on any asset of the specified Person
(whether or not such Indebtedness is assumed by the specified Person; provided
that if such Indebtedness is not assumed by the specified


                                       12

Person, the amount of the Indebtedness shall be limited to the lesser of the
fair market value of the assets (determined by the Company in good faith)
subject to such Lien and the total amount of such Indebtedness) and, to the
extent not otherwise included, the Guarantee by the specified Person of any
Indebtedness of any other Person.

         The amount of any Indebtedness outstanding as of any date will be:

                           (1) the accreted value of the Indebtedness, in the
                  case of any Indebtedness issued with original issue discount;
                  and

                           (2) the principal amount of the Indebtedness,
                  together with any interest on the Indebtedness that is more
                  than 30 days past due, in the case of any other Indebtedness.

         "Interest Payment Date" means each of February 15 and August 15 of each
year.

         "Interest Rate" means the rate of 9.625% per annum.

         "Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers,
directors and employees made in the ordinary course of business), purchases or
other acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the Company
or any Restricted Subsidiary of the Company sells or otherwise disposes of any
Equity Interests of any direct or indirect Restricted Subsidiary of the Company
such that, after giving effect to any such sale or disposition, such Person is
no longer a Restricted Subsidiary of the Company, the Company will be deemed to
have made an Investment on the date of any such sale or disposition equal to the
fair market value of the Company's Investments in such Restricted Subsidiary
that were not sold or disposed of in an amount determined as provided in Section
4.1(c).

         "Lien" with respect to a Person means, with respect to any asset of
such Person, any mortgage, lien, pledge, fixed or floating charge, security
interest or encumbrance of any kind in respect of such asset, whether or not
filed, recorded or otherwise perfected under applicable law, including any
conditional sale or other title retention agreement, any lease in the nature
thereof, any option in favor of a third-party or other agreement to sell or give
a security interest in any jurisdiction.

         "Make-Whole Premium" means, with respect to a Senior Note, the sum of
the present values of the remaining scheduled payments of interest, principal
and premium thereon (not including any portion of such payments of interest
accrued as of the date of redemption) as if the Senior Notes were redeemed on
February 15, 2006 pursuant to Section 3.1(b) hereof on such date, discounted to
the redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus 50 basis points

         "Moody's" means Moody's Investors Service, Inc.


                                       13

         "Net Cash Proceeds" means the aggregate amount of cash or Cash
Equivalents received by the Company in the case of a sale of its Equity
Interests (excluding Disqualified Stock) and by the Company and its Restricted
Subsidiaries in respect of an Asset Sale plus, in the case of an issuance of its
Equity Interests (excluding Disqualified Stock) upon any exercise, exchange or
conversion of securities (including, without limitation, options, warrants,
rights and convertible or exchangeable debt) of the Company that were issued for
cash on or after the Issue Date, the amount of cash originally received by the
Company upon the issuance of such securities (including, without limitation,
options, warrants, rights and convertible or exchangeable debt) less, in each
case, the sum of all payments, fees, commissions and (in the case of Asset
Sales, reasonable and customary), expenses (including, without limitation, the
fees and expenses of legal counsel and investment banking fees and expenses)
incurred in connection with such Asset Sale or sale of Equity Interests, and, in
the case of an Asset Sale only, less (1) the amount (estimated reasonably and in
good faith by the Company) of income, franchise, sales and other applicable
taxes required to be paid by the Company or any of its respective Subsidiaries
in connection with such Asset Sale in the taxable year that such sale is
consummated or in the immediately succeeding taxable year, the computation of
which shall take into account the reduction in tax liability resulting from any
available operating losses and net operating loss carryovers, tax credits and
tax credit carryforwards, and similar tax attributes; (2) the amounts required
to be applied to the repayment of Indebtedness, other than Indebtedness under a
Credit Agreement, secured by a Lien on the asset or assets that were the subject
of such Asset Sale and any reserve for adjustment in respect of the sale price
of such asset or assets established in accordance with GAAP; and (3) the amount
of any liability required to be accrued on the Company's Consolidated financial
statements in accordance with GAAP solely by virtue of such sale.

         "Net Income" means, with respect to any specified Person, the net
income (loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however:

                           (1) any gain (but not loss), together with any
                  related provision for taxes on such gain (but not loss),
                  realized in connection with: (A) any sale of assets outside
                  the ordinary course of business; or (B) the disposition of any
                  securities by such Person or any of its Restricted
                  Subsidiaries or the extinguishment of any Indebtedness of such
                  Person or any of its Restricted Subsidiaries; and

                           (2) any extraordinary gain (but not loss), together
                  with any related provision for taxes on such extraordinary
                  gain (but not loss).

         "Non-Recourse Debt" means Indebtedness:

                           (1) as to which neither the Company nor any of its
                  Restricted Subsidiaries (a) provides credit support of any
                  kind (including any undertaking, agreement or instrument that
                  would constitute Indebtedness), (b) is directly or indirectly
                  liable as a guarantor or otherwise, or (c) constitutes the
                  lender, unless, in


                                       14

                  the case of (a), (b) or (c), such action is undertaken in
                  compliance with Section 4.1 hereof;

                           (2) no default with respect to which (including any
                  rights that the holders of the Indebtedness may have to take
                  enforcement action against an Unrestricted Subsidiary) would
                  permit upon notice, lapse of time or both any holder of any
                  other Indebtedness (other than the Senior Notes) of the
                  Company or any of its Restricted Subsidiaries to declare a
                  default on such other Indebtedness or cause the payment of
                  such Indebtedness to be accelerated or payable prior to its
                  stated maturity; and

                           (3) as to which the lenders have been notified in
                  writing or have otherwise agreed that they will not have any
                  recourse to the assets of the Company or any stock or assets
                  of its Restricted Subsidiaries.

         "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

         "Permitted Business" means any business conducted by the Company or its
Restricted Subsidiaries on the Issue Date, and any business reasonably related
thereto or reasonable extensions thereof.

         "Permitted Investments" means:

                           (1) any Investment in the Company or in a Restricted
                  Subsidiary of the Company;

                           (2) any Investment in Cash Equivalents or the Senior
                  Notes;

                           (3) any Investment by the Company or any Subsidiary
                  of the Company in a Person, if as a result of such Investment:

                                    (A) such Person becomes a Restricted
                           Subsidiary of the Company; or

                                    (B) such Person is merged, consolidated or
                           amalgamated with or into, or transfers or conveys
                           substantially all of its assets to, or is liquidated
                           into, the Company or a Restricted Subsidiary of the
                           Company;

                           (4) any Investment made as a result of the receipt of
                  non-cash consideration from an Asset Sale that was made
                  pursuant to and in compliance with Section 4.13 hereof;


                                       15

                           (5) any acquisition of any property, assets,
                  securities or rights, solely in exchange for the issuance of
                  Equity Interests (other than Disqualified Stock) of the
                  Company;

                           (6) any Investments received in compromise of
                  obligations of trade creditors or customers that were incurred
                  in the ordinary course of business, including, without
                  limitation, pursuant to any plan of reorganization or similar
                  arrangement upon the bankruptcy or insolvency of any trade
                  creditor or customer or consideration received in settlement
                  of litigation claims in tort, bankruptcy, liquidation,
                  receivership, insolvency or otherwise;

                           (7) Investments in (A) prepaid expenses and
                  negotiable instruments held for collection in the ordinary
                  course of business, (B) accounts receivable arising in the
                  ordinary course of business (and Investments obtained in
                  exchange or settlement of accounts receivable for which the
                  Company or any Restricted Subsidiary has determined that
                  collection is not likely) and (C) lease, utility and worker's
                  compensation, performance and other similar deposits arising
                  in the ordinary course of business;

                           (8) Hedging Obligations; and

                           (9) other Investments after the Issue Date in any
                  Person having an aggregate fair market value (measured on the
                  date each such Investment was made and without giving effect
                  to subsequent changes in value), when taken together with all
                  other Investments made pursuant to this clause (9) that are at
                  the time outstanding not in excess of 10% of Total Assets
                  measured on the date each such Investment is made.

         "Permitted Liens" means:

                           (1) Liens securing Indebtedness and other Obligations
                  under the Credit Agreements the Indebtedness under which was
                  permitted by the terms of the Indenture to be incurred;

                           (2) Liens in favor of the Company or any of its
                  Restricted Subsidiaries;

                           (3) Liens on property of a Person existing at the
                  time such Person is merged with or into or consolidated with
                  the Company or any Subsidiary of the Company; provided that
                  such Liens were not entered into in contemplation of such
                  merger or consolidation and do not extend to any assets of the
                  Company or its Restricted Subsidiaries other than the acquired
                  Person;


                                       16

                           (4) Liens on property existing at the time of
                  acquisition of the property by the Company or any Subsidiary
                  of the Company, provided that such Liens were in existence
                  prior to the contemplation of such acquisition;

                           (5) Liens to secure the performance of statutory
                  obligations, surety or appeal bonds, performance bonds or
                  other obligations of a like nature incurred in the ordinary
                  course of business;

                           (6) Liens existing on the Issue Date;

                           (7) Liens for taxes, assessments or governmental
                  charges or claims that are not yet delinquent or that are
                  being contested in good faith by appropriate proceedings
                  promptly instituted and diligently pursued, provided that any
                  reserve or other appropriate provision as is required in
                  conformity with GAAP has been made therefor;

                           (8) Liens incurred in the ordinary course of business
                  of the Company or any Subsidiary of the Company with respect
                  to Obligations that do not exceed $5.0 million at any one time
                  outstanding;

                           (9) Liens to secure Indebtedness (including Capital
                  Lease Obligations) permitted by Section 4.2(b)(11) covering
                  only the property acquired with such Indebtedness together
                  with any attachments, appurtenances, replacements, fixtures,
                  leasehold improvements or proceeds related thereto;

                           (10) Liens securing Permitted Refinancing
                  Indebtedness incurred to refinance Indebtedness that was
                  previously so secured in a manner no more adverse to the
                  holders of Senior Notes than the terms of the Liens securing
                  such refinanced Indebtedness, provided that the Indebtedness
                  secured is not increased and the Lien is not extended to any
                  additional assets or property that was not security for the
                  Indebtedness so refinanced;

                           (11) Liens upon specific items of inventory or other
                  goods and proceeds of any Person securing such Person's
                  obligations in respect of banker's acceptances issued or
                  credited for the account of such Person to facilitate the
                  purchase, shipment or storage of such inventory or goods;

                           (12) Liens on assets leased to the Company or a
                  Restricted Subsidiary of the Company if such lease is properly
                  classified as an operating lease in accordance with GAAP.


                                       17

                           (13) Liens securing reimbursement obligations with
                  respect to commercial letters of credit which encumber
                  documents and other property relating to such letters of
                  credit and products and proceeds thereof;

                           (14) Liens on the Equity Interests of Unrestricted
                  Subsidiaries securing obligations of Unrestricted Subsidiaries
                  not otherwise prohibited by the Indentures;

                           (15) substitutions of collateral securing certain
                  interest payments and principal of the Company's 7.25%
                  Adjustable Conversion-Rate Equity Securities (the "ACES") as
                  set forth in the Prospectus Supplement under the heading
                  "Description of Other Indebtedness -- 7.25% Adjustable
                  Conversion-Rate Equity Security Units" made in accordance with
                  the terms of the Pledge Agreement dated as of December 27,
                  2001, as amended on January 8, 2002, by and between the
                  Company and State Street Bank and Trust Company of California,
                  N.A., as in effect on the date hereof; and

                           (16) Liens on cash securing obligations of the
                  Company or its Restricted Subsidiaries in an amount not to
                  exceed $394 million but only to the extent that: (A) such
                  obligations are under Synthetic Lease Obligations, (B) such
                  Synthetic Lease Obligations were secured on the Issue Date,
                  (C) the granting of such Lien(s) is in connection with
                  obtaining a waiver, consent or amendment, and (D) immediately
                  prior to such Lien being granted, such Synthetic Lease
                  Obligations are Indebtedness under the terms of this Indenture
                  by virtue of a change in GAAP.

         "Permitted Refinancing Indebtedness" means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries
(other than intercompany Indebtedness); provided that:

                           (1) the principal amount (or accreted value, if
                  applicable) of such Permitted Refinancing Indebtedness does
                  not exceed the principal amount (or accreted value, if
                  applicable) of the Indebtedness extended, refinanced, renewed,
                  replaced, defeased or refunded (plus all accrued interest on
                  the Indebtedness and the amount of all expenses and premiums
                  incurred in connection therewith);

                           (2) such Permitted Refinancing Indebtedness has a
                  final maturity date later than the final maturity date of, and
                  has a Weighted Average Life to Maturity equal to or greater
                  than the Weighted Average Life to Maturity of, the
                  Indebtedness being extended, refinanced, renewed, replaced,
                  defeased or refunded;


                                       18

                           (3) if the Indebtedness being extended, refinanced,
                  renewed, replaced, defeased or refunded is subordinated in
                  right of payment to the Senior Notes or are Liquid Yield
                  Option Notes issued and outstanding prior to Issue Date, such
                  Permitted Refinancing Indebtedness has a final maturity date
                  later than the final maturity date of, and is subordinated in
                  right of payment to, the Senior Notes on terms at least as
                  favorable to the Holders of Senior Notes as those contained in
                  the documentation governing the Indebtedness being extended,
                  refinanced, renewed, replaced, defeased or refunded; and

                           (4) such Indebtedness is incurred either by the
                  Company or by the Restricted Subsidiary who is the obligor on
                  the Indebtedness being extended, refinanced, renewed,
                  replaced, defeased or refunded.

         "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.

         "Qualified Equity Offering" means (1) any public offering of common
stock (other than Disqualified Stock) of the Company, or (2) an unregistered
offering of common stock (other than Disqualified Stock) of the Company with Net
Cash Proceeds to the Company in excess of $50 million.

         "Qualified Foreign Indebtedness" means indebtedness incurred by a
Foreign Subsidiary of the Company which (1) is incurred primarily to finance the
acquisition, design or construction of the property, plant or equipment of such
Foreign Subsidiary or any of its Restricted Subsidiaries, and (2) is incurred
pursuant to Section 4.2(b)(1) hereof.

         "Reference Treasury Dealer" means (1) Goldman, Sachs & Co. and its
successors; provided, however, that if the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company is required to substitute therefor another Primary
Treasury Dealer, and (2) any other Primary Treasury Dealer selected by the
Company.

         "Reference Treasury Dealer Quotations" means, with respect of each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker by the
each Reference Treasury Dealer at 5:00 p.m. on the third business day preceding
such redemption date.

         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Senior Notes means the date specified for that purpose as
contemplated by Section 2.5(c).

         "Replacement Asset" means (1) any property or assets (excluding Equity
Interests, Indebtedness and any other securities) that will be used in a
Permitted Business of the Company or any Restricted Subsidiary, (2) any Equity
Interests of a Person that


                                       19

becomes a Restricted Subsidiary of the Company, and (3) any Permitted Investment
(other than the Permitted Investment described in clause (4) of the definition
thereof) which is permitted at the time such Permitted Investment is made
pursuant to Section 4.1 hereof.

         "Restricted Investment" means an Investment other than a Permitted
Investment.

         "Restricted Subsidiary" of a Person means any Subsidiary of the
referent Person that is not an Unrestricted Subsidiary.

         "S&P" means Standard & Poor's Ratings Group.

         "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date hereof.

         "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and will not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

         "Subsidiary" means, with respect to any specified Person:

                           (1) any corporation, association or other business
                  entity of which more than 50% of the total voting power of
                  shares of Capital Stock entitled (without regard to the
                  occurrence of any contingency) to vote in the election of
                  directors, managers or trustees of the corporation,
                  association or other business entity is at the time owned or
                  controlled, directly or indirectly, by that Person or one or
                  more of the other Subsidiaries of that Person (or a
                  combination thereof); and

                           (2) any partnership (A) the sole general partner or
                  the managing general partner of which is such Person or a
                  Subsidiary of such Person or (B) the only general partners of
                  which are that Person or one or more Subsidiaries of that
                  Person (or any combination thereof).

         "Synthetic Lease Obligations" means the monetary obligation of a Person
under (a) a so-called synthetic or tax retention lease, or (b) an agreement for
the use or possession of property creating obligations that do not appear on the
balance sheet of such Person but which, for U.S. Federal income tax purposes, is
characterized as the indebtedness of such Person (without regard to accounting
treatment).

         "Total Assets" means, with respect to any date of determination, the
Company's total assets shown on the Company's Consolidated balance sheet in
accordance with GAAP on the last day of the fiscal quarter prior to the date of
determination.

         "Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual yield to maturity of the Comparable Treasury
Issue,


                                       20

assuming a price for the comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price for such redemption
date.

         "Unrestricted Subsidiary" means any Subsidiary of the Company that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
Board Resolution, but only to the extent that such Subsidiary at the time of
such designation:

                           (1) has no Indebtedness other than Non-Recourse Debt;

                           (2) is not party to any agreement, contract,
                  arrangement or understanding with the Company or any
                  Restricted Subsidiary of the Company unless the terms of any
                  such agreement, contract, arrangement or understanding are no
                  less favorable to the Company or such Restricted Subsidiary
                  than those that might be obtained at the time from Persons who
                  are not Affiliates of the Company;

                           (3) is a Person with respect to which neither the
                  Company nor any of its Restricted Subsidiaries has any direct
                  or indirect obligation (A) to subscribe for additional Equity
                  Interests or (B) to maintain or preserve such Person's
                  financial condition or to cause such Person to achieve any
                  specified levels of operating results; and

                           (4) has not guaranteed or otherwise directly or
                  indirectly provided credit support for any Indebtedness of the
                  Company or any of its Restricted Subsidiaries.

         Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary will be evidenced to the Trustee by filing with the Trustee a
certified copy of the Board Resolution giving effect to such designation and an
officers' certificate certifying that such designation complied with the
preceding conditions and was permitted by Section 4.1 hereof. Upon any
Unrestricted Subsidiary being designated as a Restricted Subsidiary it will
thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture
and any Indebtedness of such Subsidiary will be deemed to be incurred by a
Restricted Subsidiary of the Company as of such date and, if such Indebtedness
is not permitted to be incurred as of such date pursuant to Section 4.2 hereof,
the Company would be in default under the Indenture. The Board of Directors of
the Company may at any time designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided that such designation will be deemed to be an
incurrence of Indebtedness by a Restricted Subsidiary of the Company of any
outstanding Indebtedness of such Unrestricted Subsidiary and such designation
will only be permitted if (1) such Indebtedness is permitted by Section 4.2
hereof, calculated on a pro forma basis as if such designation had occurred at
the beginning of the four-quarter reference period; and (2) no Default or Event
of Default would be in existence following such designation.


                                       21

         "Voting Stock" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

         "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

                  (1) the sum of the products obtained by multiplying (a) the
         amount of each then remaining installment, sinking fund, serial
         maturity or other required payments of principal, including payment at
         final maturity, in respect of the Indebtedness, by (b) the number of
         years (calculated to the nearest one-twelfth) that will elapse between
         such date and the making of such payment; by

                  (2) the then outstanding principal amount of such
         Indebtedness.



                                   ARTICLE II

                GENERAL TERMS AND CONDITIONS OF THE SENIOR NOTES

SECTION 2.1 Designation, Principal Amount and Authorized Denomination.

         There is hereby authorized a series of Securities designated the 9.625%
Senior Notes due 2009, initially limited in aggregate principal amount to
$500,000,000, which amount to be issued shall be as set forth in any Company
Order for the authentication and delivery of Senior Notes pursuant to the Senior
Indenture, and which amount may be increased up to an additional aggregate
principal amount of $500,000,000 from time to time subject to the terms of the
Indenture. Any offering of such additional Senior Notes is subject to Section
4.2. Any Senior Notes issued under the Indenture will be treated as a single
class for all purposes under the Indenture including, without limitation,
waivers, amendments, redemptions and offers to purchase. The Senior Notes shall
be issuable in denominations of $1,000 and integral multiples thereof.

SECTION 2.2 Maturity.

         The Stated Maturity of the Senior Notes will be February 15, 2009.

SECTION 2.3 Form and Payment.

         (a) The Senior Notes, on original issuance, shall be issued in the form
of (i) one or more definitive, fully registered Senior Notes registered
initially in the name of State Street Bank and Trust Company of California,
N.A., as Paying Agent and Security Registrar and (ii) Global Notes registered in
the name of DTC, as Depositary, or its nominee, and deposited with the Security
Registrar, as custodian for DTC, for credit by DTC to the respective accounts of
beneficial owners of the Senior Notes represented thereby (or such other
accounts as they may direct).


                                       22

         (b) The principal of and the interest on the Senior Notes shall be
payable at the office or agency of the Company maintained for that purpose in
accordance with Section 10.2 of the Senior Indenture; provided, however, that
payment of interest may be made at the option of the Company by check mailed to
the registered Holder at such address as shall appear in the Security Register
or by wire transfer to an account appropriately designated by the Holder
entitled thereto.

SECTION 2.4 Global Notes.

         (a) DTC shall serve as the initial Depository for the Global Notes.

         (b) Unless and until it is exchanged for definitive Senior Notes in
registered form in accordance with Section 3.5 of the Senior Indenture, a Global
Note may be transferred, in whole but not in part, only to another nominee of
the Depositary, or to a successor Depositary selected or approved by the Company
or to a nominee of such successor Depositary.

SECTION 2.5 Interest.

         (a) Each Senior Note will bear interest from its Issue Date (as defined
below) or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, as the case may be, at the Interest Rate and will be
payable semi-annually in arrears on each Interest Payment Date, commencing
August 15, 2002, until the principal thereof is paid or made available for
payment; provided that any principal and installment of interest which is
overdue shall bear interest (to the extent that payment of such interest is
enforceable under applicable law) at the Interest Rate from the dates such
amounts are due until they are paid or made available for payment, and such
interest shall be payable on demand.

         (b) The amount of interest payable for any period will be computed on
the basis of a 360-day year consisting of twelve 30-day months. In the event
that any date on which interest is payable on the Senior Notes is not a Business
Day, then payment of interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date.

         (c) The Regular Record Date for interest payable on the Senior Notes on
each February 15 shall be the close of business on the immediately preceding
February 1 and for interest payable on the Senior Notes on August 15 shall be
the close of business on the immediately preceding August 1. The Senior Notes do
not have the benefit of any sinking fund obligation.


                                       23

                                  ARTICLE III

                                   REDEMPTION

SECTION 3.1 Optional Redemption.

         (a) At any time prior to February 15, 2005, the Company may on any one
or more occasions redeem up to 35% of the aggregate principal amount of Senior
Notes issued under the Indenture at a redemption price of 109.625% of the
principal amount, plus accrued and unpaid interest, to, but not including, the
redemption date, with cash in an amount not in excess of the Net Cash Proceeds
of one or more Qualified Equity Offerings; provided that:

                           (1) at least 65% of the aggregate principal amount of
                  Senior Notes issued under the Indenture remains outstanding
                  immediately after the occurrence of such redemption (excluding
                  Senior Notes held by the Company and its Subsidiaries); and

                           (2) the redemption occurs within 90 days of the date
                  of the closing of such Qualified Equity Offering.

         (b) On or after February 15, 2006, the Company may redeem all or a part
of the Senior Notes upon not less than 30 nor more than 60 days' notice, at the
redemption prices (expressed as percentages of principal amount) set forth
below, plus accrued and unpaid interest on the Senior Notes redeemed, to, but
not including, the applicable redemption date, if redeemed during the
twelve-month period beginning on February 15 of the years indicated below:



                    Year                          Percentage
                    ----                          ----------
                                               
                    2006                          104.813%
                    2007                          102.406%
                    2008 and thereafter           100.000%


         (c) In addition, at any time prior to February 15, 2006, the Company
may, at its option, redeem the Senior Notes, in whole or in part, from time to
time, upon not less than 30 nor more than 60 days' notice at a redemption price
equal to the greater of (1) 104.813% of the principal amount of the Senior Notes
so redeemed, plus accrued and unpaid interest, and (2) the Make-Whole Premium,
plus, to the extent not included in the Make-Whole Premium, accrued and unpaid
interest to, but not including, the date of redemption.

SECTION 3.2 Offer to Purchase by Application of Excess Proceeds.

         In the event that, pursuant to Section 4.13 hereof, the Company shall
be required to commence an Asset Sale Offer, it shall follow the procedures
specified below.

         The Asset Sale Offer shall remain open for a period of 20 Business Days
following its commencement and no longer, except to the extent that a longer
period is required by applicable law (the "Offer Period"). Promptly after the
termination of the Offer Period (the "Purchase Date"), the Company shall
purchase the principal amount of Senior Notes required to be purchased pursuant
to Section 4.13 hereof (the "Offer


                                       24

Amount") or, if less than the Offer Amount has been tendered, all Senior Notes
tendered in response to the Asset Sale Offer. Payment for any Senior Notes so
purchased shall be made in the same manner as interest payments are made.

         If the Purchase Date is on or after a Record Date and on or before the
related Interest Payment Date, any accrued and unpaid interest shall be paid to
the Person in whose name a Senior Note is registered at the close of business on
such Record Date, and no additional interest shall be payable to Holders who
tender Senior Notes pursuant to the Asset Sale Offer.

         Upon the commencement of an Asset Sale Offer, the Company shall send,
by first class mail, a notice to the Trustee and each of the Holder. The notice
shall contain all instructions and materials necessary to enable such Holders to
tender Senior Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall
be made to all Holders. The notice, which shall govern the terms of the Asset
Sale Offer, shall state:

         (a) that the Asset Sale Offer is being made pursuant to this Section
3.2 and Section 4.13 hereof and the length of time the Asset Sale Offer shall
remain open;

         (b) the Offer Amount, the purchase price and the Purchase Date;

         (c) that any Senior Note not tendered or accepted for payment shall
continue to accrue interest;

         (d) that, unless the Company Defaults in making such payment, any
Senior Note accepted for payment pursuant to the Asset Sale Offer shall cease to
accrue interest after the Purchase Date;

         (e) that Holders electing to have a Senior Note purchased pursuant to
an Asset Sale Offer may only elect to have all of such Senior Note purchased and
may not elect to have only a portion of such Senior Note purchased;

         (f) that Holders electing to have a Senior Note purchased pursuant to
any Asset Sale Offer shall be required to surrender the Senior Note, with the
form entitled "Option of Holder to Elect Purchase" on the reverse of the Senior
Note completed, or transfer the Note by book-entry transfer, to the Company, a
depositary, if appointed by the Company, or a Paying Agent at the address
specified in the notice at least three days before the Purchase Date;

         (g) that Holders shall be entitled to withdraw their election if the
Company, the depositary or the Paying Agent, as the case may be, receives, not
later than the expiration of the Offer Period, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the aggregate
principal amount of the Senior Note the Holder delivered for purchase and a
statement that such Holder is withdrawing his election to have such Senior Note
purchased;

         (h) that, if the aggregate principal amount of Senior Notes surrendered
by Holders exceeds the Offer Amount, the Company shall select the Senior Notes
to be purchased on a pro rata basis (with such adjustments as may be deemed
appropriate by the Company so that only Senior Notes in denominations of $1,000,
or integral multiples thereof, shall be purchased); and


                                       25

         (i) that Holders whose Senior Notes were purchased only in part shall
be issued new Senior Notes equal in principal amount to the unpurchased portion
of the Notes surrendered (or transferred by book-entry transfer).

         On or before 10:00 a.m. New York City time on the Purchase Date, the
Company shall, to the extent lawful, accept for payment, on a pro rata basis to
the extent necessary, the Offer Amount or portions, thereof tendered pursuant to
the Asset Sale Offer, or if less than the Offer Amount has been tendered, all
Senior Notes tendered, and shall deliver to the Trustee an Officers' Certificate
stating that such Senior Notes or portions thereof were accepted for payment by
the Company in accordance with the terms of this Section 3.2. The Company, the
Depositary or the Paying Agent, as the case may be, shall promptly (but in any
case not later than five days after the Purchase Date) mail or deliver to each
tendering Holder an amount equal to the purchase price of the Senior Notes
tendered by such Holder and accepted by the Company for purchase, and the
Company shall promptly issue a new Senior Note, and the Trustee, upon written
request from the Company shall authenticate and mail or deliver such new Senior
Note to such Holder, in a principal amount equal to any unpurchased portion of
the Senior Note surrendered. Any Senior Note not so accepted shall be promptly
mailed or delivered by the Company to the Holder thereof. The Company shall
publicly announce the results of the Asset Sale Offer on the Purchase Date.

                                   ARTICLE IV

                                    COVENANTS

SECTION 4.1 Restricted Payments.

         (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly and without duplication:

                           (1) declare or pay any dividend or make any other
                  payment or distribution on account of the Company's or any of
                  its Restricted Subsidiaries' Equity Interests or to the direct
                  or indirect holders of the Company's or any of its Restricted
                  Subsidiaries' Equity Interests in their capacity as such
                  (other than dividends or distributions payable (A) in Equity
                  Interests (other than Disqualified Stock) of the Company or
                  (B) to the Company or a Restricted Subsidiary of the Company);

                           (2) purchase, redeem or otherwise acquire or retire
                  for value any Equity Interests of the Company;

                           (3) make any payment on or with respect to, or
                  purchase, redeem, defease or otherwise acquire or retire for
                  value any Indebtedness that is contractually subordinated in
                  right of payment to the Senior Notes, except a payment of
                  interest or principal at the Stated Maturity thereof; or

                           (4) make any Restricted Investment (all such payments
                  and other actions set forth in these clauses (1) through


                                       26

                  (4) above being collectively referred to as "Restricted
                  Payments"),

unless, at the time of, and after giving effect to, such Restricted Payment:

                           (1) no Default or Event of Default has occurred and
                  is continuing or would occur as a consequence of such
                  Restricted Payment; and

                           (2) the Company would, at the time of such Restricted
                  Payment and after giving pro forma effect thereto as if such
                  Restricted Payment had been made at the beginning of the
                  applicable four-quarter period, have been permitted to incur
                  at least $1.00 of additional Indebtedness pursuant to the
                  Fixed Charge Coverage Ratio test set forth in Section 4.2(a)
                  hereof; and

                           (3) such Restricted Payment, together with the
                  aggregate amount of all other Restricted Payments made by the
                  Company and its Restricted Subsidiaries after the Issue Date
                  (excluding Restricted Payments permitted by clauses (1), (2)
                  and (3) of the third paragraph of this covenant), is less than
                  the sum, without duplication, of:

                                    (A) 50% of the Consolidated Net Income of
                           the Company for the period (taken as one accounting
                           period) from the beginning of the first fiscal
                           quarter commencing after the Issue Date to the end of
                           the Company's most recently ended fiscal quarter for
                           which internal financial statements are available at
                           the time of such Restricted Payment (or, if such
                           Consolidated Net Income for such period is a deficit,
                           less 100% of such deficit), plus

                                    (B) 100% of the aggregate Net Cash Proceeds
                           received by the Company (i) since the Issue Date as a
                           contribution to its equity capital (other than from
                           the sale or issuance of Disqualified Stock), (ii)
                           from the issue or sale of Equity Interests of the
                           Company (other than Disqualified Stock) since the
                           Issue Date, (iii) from the issue or sale since the
                           Issue Date of convertible or exchangeable
                           Disqualified Stock or convertible or exchangeable
                           debt securities of the Company, or (iv) from the
                           issue or sale prior to, on or since the Issue Date of
                           unsubordinated debt securities that have been
                           converted into or exchanged for such Equity Interests
                           (in the case of each of (i) through (iv) above, other
                           than Equity Interests (or


                                       27

                           Disqualified Stock or debt securities) sold to a
                           Subsidiary of the Company); provided that for
                           purposes of (iv) above Net Cash Proceeds shall mean,
                           with respect to unsubordinated debt securities issued
                           or sold prior to the Issue Date that have been
                           converted into Equity Interests (excluding
                           Disqualified Stock) or exchanged for Equity Interests
                           (excluding Disqualified Stock) on or after the Issue
                           Date, the principal amount (plus accrued interest) or
                           accreted value, as applicable, of such unsubordinated
                           Indebtedness that has been converted or exchanged,
                           plus

                                    (C) to the extent that any Restricted
                           Investment that was made after the Issue Date is sold
                           for cash or otherwise liquidated or repaid for cash,
                           the lesser of (i) the cash return of capital with
                           respect to such Restricted Investment (less the cost
                           of disposition, if any), and (ii) the aggregate
                           amount of such Restricted Investment, plus

                                    (D) to the extent that any Unrestricted
                           Subsidiary of the Company is redesignated as a
                           Restricted Subsidiary after the Issue Date, the
                           lesser of (i) the fair market value of the Company's
                           Investment in such Subsidiary as of the date of such
                           redesignation or (ii) such fair market value as of
                           the date on which such Subsidiary was originally
                           designated as an Unrestricted Subsidiary plus the
                           aggregate amount of any Restricted Investments made
                           following the date of such original designation
                           (measured as of the time each such Restricted
                           Investment was made).

         The preceding provisions will not prohibit the payment of any dividend
within 60 days after the date of declaration of the dividend, if at the date of
declaration the dividend payment would have complied with the provisions of the
Indenture.

         (b) So long as no Default has occurred and is continuing or would be
caused thereby, the preceding provisions will not prohibit:

                           (1) the redemption, repurchase, retirement,
                  defeasance or other acquisition of any subordinated
                  Indebtedness of the Company or of any Equity Interests of the
                  Company in exchange or upon conversion for, or out of the Net
                  Cash Proceeds of the substantially concurrent sale (other than
                  to a Restricted Subsidiary of the Company) of, Equity
                  Interests of the Company (other than Disqualified Stock);
                  provided that the amount of any such Net Cash Proceeds that
                  are utilized for any such redemption, repurchase, retirement,
                  defeasance or other


                                       28

                  acquisition will be excluded from the second clause (3) of
                  Section 4.1(a);

                           (2) the defeasance, redemption, repurchase or other
                  acquisition of subordinated Indebtedness of the Company in
                  exchange for or with the net proceeds in cash from an
                  incurrence of Permitted Refinancing Indebtedness; provided
                  that the amount of any such net cash proceeds that are
                  utilized for any such redemption, repurchase, retirement,
                  defeasance or other acquisition will be excluded from the
                  second clause (3) of Section 4.1(a);

                           (3) the payment of any dividend by a Restricted
                  Subsidiary of the Company to the holders of its Equity
                  Interests on a pro rata basis;

                           (4) the repurchase, redemption or other acquisition
                  or retirement for value of any Equity Interests of the Company
                  or any Restricted Subsidiary of the Company held by any
                  officer, director, consultant or employee of the Company (or
                  of any of its Restricted Subsidiaries) pursuant to any
                  management equity subscription agreement, stock option
                  agreement or similar agreement; provided that the aggregate
                  price paid for all such repurchased, redeemed, acquired or
                  retired Equity Interests may not exceed $10.0 million in any
                  twelve-month period;

                           (5) loans to employees, officers and directors of the
                  Company and its Restricted Subsidiaries not to exceed $10
                  million in the aggregate at any one time outstanding;

                           (6) the repurchase of Equity Securities of the
                  Company that may be deemed to occur upon the cash-less
                  exercise thereof;

                           (7) the making of any payment on or with respect to,
                  or repurchase, redemption, defeasance or acquisition or
                  retirement for value, of any subordinated Indebtedness
                  convertible into Equity Interests (other than Disqualified
                  Stock) of the Company in connection with (i) an optional
                  redemption of such convertible subordinated Indebtedness
                  pursuant to the terms thereof, provided that, the current
                  market price per share of the Company's common stock
                  (calculated based upon the average closing price as reported
                  on the New York Stock Exchange (or other national securities
                  exchange on which such common stock is listed) for the
                  30-trading day period immediately preceding the date any
                  notice of redemption is sent or published) into which such
                  Indebtedness is convertible equals or exceeds 150% of the
                  conversion price in effect for such Indebtedness on the date
                  of such notice, and (ii) the payment by the Company of cash in
                  lieu of any fractional shares deliverable upon conversion of
                  any


                                       29

                  Indebtedness in compliance with the terms of the instruments
                  governing such Indebtedness; provided that any amounts paid
                  (other than Equity Interests (excluding Disqualified Stock))
                  pursuant to this clause (7) will be deducted in determining
                  the amount of Restricted Payments permitted under the second
                  clause (3) of Section 4.1(a); and

                           (8) other Restricted Payments in an aggregate amount
                  not to exceed $50 million.

         (c) The amount of all Restricted Payments (other than cash) will be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The fair market value of any assets or securities that are required to be valued
by this Section 4.1 will be determined by an officer of the Company and set
forth in an officers' certificate delivered to the Trustee. If such fair market
value exceeds $50 million, such determination shall be based upon a resolution
of the Board of Directors, which resolution with respect thereto will also be
delivered to the Trustee. Not later than the date of making any Restricted
Payment, the Company will deliver to the Trustee such officers' certificate,
which shall also state that such Restricted Payment is permitted and setting
forth the basis upon which the calculations required by this Section 4.1 were
computed, together with a copy of any fairness opinion or appraisal required by
the Indenture.

SECTION 4.2 Incurrence of Indebtedness and Issuance of Preferred Stock.

         (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to create, incur, issue, assume, guarantee or otherwise become
liable, contingently or otherwise, with respect to (collectively, "incur") any
Indebtedness (including Acquired Debt), and the Company will not issue any
Disqualified Stock and will not permit any of its Restricted Subsidiaries to
issue any shares of preferred stock; provided, however, that the Company may
incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and
the Company's Restricted Subsidiaries may incur Indebtedness or issue preferred
stock, if the Fixed Charge Coverage Ratio for the Company's most recently ended
four full fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Indebtedness is incurred
or such Disqualified Stock or preferred stock is issued would have been at least
2.0 to 1.0, determined on a pro forma basis (including a pro forma application
of the net proceeds therefrom), as if the additional Indebtedness had been
incurred or the preferred stock or Disqualified Stock had been issued, as the
case may be, at the beginning of such four-quarter period.

         (b) The provisions of Section 4.2(a) hereof shall not prohibit the
incurrence of any of the following items of Indebtedness (collectively,
"Permitted Debt"):

                           (1) the incurrence by the Company and its Restricted
                  Subsidiaries of Indebtedness and letters of credit under the
                  Credit Agreements in an aggregate principal amount at any one
                  time outstanding under this clause (1) (with letters of credit
                  being deemed to have a principal amount equal to the maximum


                                       30

                  potential liability of the Company and its Restricted
                  Subsidiaries thereunder) (plus any Permitted Refinancing
                  Indebtedness incurred to extend, retire, renew, defease,
                  refinance, replace or refund such Indebtedness) not to exceed
                  the greater of (A) $500.0 million; and (B) the sum of (i) 85%
                  of the value of the Company's and its Restricted Subsidiaries'
                  accounts receivable (before giving effect to any related
                  reserves) shown on the Company's most recent Consolidated
                  balance sheet prepared in accordance with GAAP that are not
                  more than 90 days past due, plus (ii) 60% of the inventory
                  shown on the Company's most recent Consolidated balance sheet
                  in accordance with GAAP; in each case minus the amount of any
                  such Indebtedness (X) retired with the Net Cash Proceeds from
                  any Asset Sale applied to permanently reduce the outstanding
                  amounts or the commitments with respect to such Indebtedness
                  as required pursuant to Section 4.13 hereof or (Y) assumed by
                  a transferee in an Asset Sale; provided that, solely for
                  purposes of calculating the amount of Indebtedness which may
                  be incurred pursuant to this Section 4.2(b)(1), any
                  Indebtedness incurred pursuant to Section 4.2(b)(11) will be
                  deemed to have been incurred under Section 4.2(b)(1)(B);

                           (2) the incurrence by the Company and its Restricted
                  Subsidiaries of the Existing Indebtedness;

                           (3) the incurrence by the Company of Indebtedness
                  represented by the Senior Notes to be issued on the Issue
                  Date;

                           (4) the incurrence by the Company or any of its
                  Restricted Subsidiaries of Permitted Refinancing Indebtedness
                  in exchange for, or the net proceeds of which are used to
                  extend, refund, renew, refinance, defease or replace
                  Indebtedness (other than intercompany Indebtedness) that was
                  permitted by the Indenture to be incurred under Section 4.2(a)
                  or clauses (2), (3) or clause (4) of Section 4.2(b);

                           (5) the incurrence or issuance by the Company or any
                  of its Restricted Subsidiaries of intercompany Indebtedness,
                  Disqualified Stock or preferred stock between or among the
                  Company and any of its Restricted Subsidiaries; provided,
                  however, that:

                                    (A) if the Company is the obligor on such
                           Indebtedness, such Indebtedness must be contractually
                           subordinated in right of payment to the prior payment
                           of all Obligations with respect to the Senior Notes;
                           and

                                    (B) (i) any subsequent issuance or transfer
                           of Equity Interests or other transaction that results


                                       31

                           in any such Indebtedness, Disqualified Stock or
                           preferred stock being held by a Person other than the
                           Company or a Restricted Subsidiary of the Company and
                           (ii) any sale or other transfer of any such
                           Indebtedness, Disqualified Stock or preferred stock
                           to a Person that is not either the Company or a
                           Restricted Subsidiary of the Company, will be deemed,
                           in each case, to constitute an incurrence of such
                           Indebtedness, Disqualified Stock or preferred stock
                           by the Company or such Restricted Subsidiary, as the
                           case may be, that was not permitted by this Section
                           4.2(b)(5);

                           (6) the incurrence by the Company or any of its
                  Restricted Subsidiaries of Hedging Obligations that are
                  incurred for the purpose of fixing or hedging interest rate
                  risk with respect to any floating and/or fixed rate
                  Indebtedness that is permitted by the terms of the Indenture
                  to be outstanding or for the purpose of fixing or hedging
                  currency exchange risk and not with the purpose of
                  speculation;

                           (7) the guarantee by the Company of Indebtedness of
                  the Company or a Restricted Subsidiary of the Company or the
                  guarantee (given reasonably contemporaneously with the
                  incurrence of Indebtedness being guaranteed) by a Restricted
                  Subsidiary of the Company of Indebtedness of any other
                  Restricted Subsidiary of the Company, in each case that was
                  permitted to be incurred by another provision of this Section
                  4.2 and by Section 4.6;

                           (8) the accrual of interest, the accretion or
                  amortization of original issue discount, the payment of
                  interest on any Indebtedness in the form of additional
                  Indebtedness with the same terms, the accumulation of
                  dividends on Disqualified Stock or preferred stock of
                  Restricted Subsidiaries (to the extent not paid) and the
                  payment of dividends on Disqualified Stock or preferred stock
                  of Restricted Subsidiaries in the form of additional shares of
                  the same class of Disqualified Stock or preferred stock of
                  Restricted Subsidiaries will not be deemed to be an incurrence
                  of Indebtedness or an issuance of Disqualified Stock for
                  purposes of this covenant; provided, in each such case, that
                  the amount thereof is included in Fixed Charges of the Company
                  as accrued;

                           (9) the incurrence by the Company or any of its
                  Restricted Subsidiaries of additional Indebtedness,
                  Disqualified Stock or preferred stock of Restricted
                  Subsidiaries in an aggregate principal amount (or accreted
                  value or liquidation preference, as applicable) at any time
                  outstanding incurred pursuant to this Section 4.2(b)(9), not
                  to exceed $75 million;


                                       32

                           (10) Indebtedness incurred solely in respect of
                  bankers acceptances, letters of credit and performance bonds
                  (to the extent that such incurrence does not result in the
                  incurrence of any obligation to repay any obligation relating
                  to borrowed money or other Indebtedness), all in the ordinary
                  course of business in amounts and for the purposes customary
                  in the Company's industry; and

                           (11) the incurrence by the Company or any of its
                  Restricted Subsidiaries of Indebtedness represented by Capital
                  Lease Obligations, mortgage or equipment financings or other
                  Indebtedness or Disqualified Stock, in each case, incurred for
                  the purpose of financing all or any part of the purchase price
                  or cost of engineering, installation, acquisition, lease,
                  construction or improvement of property, plant or equipment
                  used in the business of the Company or such Restricted
                  Subsidiary, in an aggregate principal amount, liquidation
                  amount, or accreted value, as applicable, not to exceed 10% of
                  Consolidated Net Tangible Assets at any time outstanding;
                  provided that solely for purposes of calculating the amount of
                  Indebtedness which may be incurred pursuant to this Section
                  4.2(b)(11), any Indebtedness incurred pursuant to Section
                  4.2(b)(1)(B) will be deemed to have been incurred under this
                  Section 4.2(b)(11).

         The Company shall not incur any Indebtedness (including Permitted Debt)
that is contractually subordinated in right of payment to any other Indebtedness
of the Company unless such Indebtedness is also contractually subordinated in
right of payment to the Senior Notes on substantially identical terms; provided,
however, that no Indebtedness of the Company shall be deemed to be contractually
subordinated in right of payment to any other Indebtedness of the Company solely
by virtue of being unsecured.

         (c) For purposes of determining compliance with this Section 4.2, in
the event that an item of proposed Indebtedness or Disqualified Stock or
preferred stock of a Restricted Subsidiary, or portion thereof meets the
criteria of more than one of the categories of Permitted Debt described in
Section 4.2(b)(1) through (11) above, or is entitled to be incurred pursuant to
Section 4.2(a), the Company will be permitted to classify such item of
Indebtedness or Disqualified Stock or preferred stock of a Restricted
Subsidiary, or portion thereof on the date of its incurrence, or later
reclassify all or a portion of such item of Indebtedness or Disqualified Stock
or preferred stock of a Restricted Subsidiary, or portion thereof, in any manner
that complies with this Section 4.2, except that Indebtedness under the Credit
Agreements (as described in clause (1) of the definition thereof) will be deemed
to have been incurred in reliance on the exception provided by Section
4.2(b)(1).

         (d) For purposes of determining any particular amount of Indebtedness
under this Section 4.2, Guarantees, Liens or obligations with respect to letters
of credit supporting Indebtedness otherwise included in the determination of
such particular amount shall not be included to the extent that including such
amount shall cause duplication.


                                       33

         (e) For purposes of determining compliance with this Section 4.2, the
U.S. dollar-equivalent principal amount of Indebtedness denominated in any
currency other than U.S. dollars shall be calculated based on the relevant
currency exchange rate in effect as of the date such Indebtedness is incurred,
in the case of term debt, or first committed, in the case of revolving credit
debt; provided that the amount of any Permitted Refinancing Indebtedness
denominated in the same currency as the Indebtedness being refinanced thereby,
shall be calculated based on the relevant exchange rate in effect as of the date
of the incurrence of the Indebtedness being so refinanced.

SECTION 4.3 Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries.

         (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:

                           (1) pay dividends or make any other distributions on
                  its Capital Stock to the Company or any of its Restricted
                  Subsidiaries, or with respect to any other interest or
                  participation in, or measured by, its profits, or pay any
                  indebtedness owed to the Company or any of its Restricted
                  Subsidiaries;

                           (2) make loans or advances to the Company or any of
                  its Restricted Subsidiaries; or

                           (3) transfer any of its properties or assets to the
                  Company or any of its Restricted Subsidiaries.

         (b) The restrictions of Section 4.3(a) shall not apply to encumbrances
or restrictions existing under or by reason of:

                           (1) agreements and instruments governing Existing
                  Indebtedness, Existing Synthetic Lease Financings, the Credit
                  Agreements and other agreements as in effect (or if not in
                  effect, as attached hereto as Exhibit A) on the Issue Date and
                  any amendments, modifications, restatements, renewals,
                  increases, supplements, refundings, replacements or
                  refinancings of those agreements, provided that the
                  amendments, modifications, restatements, renewals, increases,
                  supplements, refundings, replacement or refinancings and
                  Credit Agreements are not materially more restrictive, taken
                  as a whole, with respect to such dividend and other payment
                  restrictions directly or indirectly affecting payments from
                  Restricted Subsidiaries to the Company or to other Restricted
                  Subsidiaries of the Company than those contained in those
                  agreements on the Issue Date;

                           (2) the Indenture and the Senior Notes;

                           (3) applicable law;


                                       34

                           (4) any agreement or instrument of a Person acquired
                  by the Company or any of its Restricted Subsidiaries as in
                  effect at the time of such acquisition (except to the extent
                  such agreement or instrument was entered into in connection
                  with or in contemplation of such acquisition), which
                  encumbrance or restriction is not applicable to the Company or
                  any of its Restricted Subsidiaries or the properties or assets
                  of the Company or any of its Restricted Subsidiaries, other
                  than, in each case, the Person, or the property or assets of
                  the Person, so acquired, provided that, in the case of any
                  agreement or instrument with respect to Indebtedness, such
                  Indebtedness was permitted by the terms of the Indenture to be
                  incurred;

                           (5) customary non-assignment provisions in leases and
                  licenses entered into in the ordinary course of business and
                  consistent with past practices;

                           (6) purchase money obligations for property acquired
                  in the ordinary course of business and provisions contained in
                  operating leases that impose restrictions on the property
                  acquired or leased of the nature described in Section
                  4.3(a)(3);

                           (7) any agreement for the sale or other disposition
                  of a Restricted Subsidiary that contains any of the
                  encumbrances or restrictions described in Section 4.3(a) as
                  they relate to that Restricted Subsidiary pending its sale or
                  other disposition;

                           (8) any agreement or instrument governing Permitted
                  Refinancing Indebtedness, provided that the restrictions
                  contained in the agreements governing such Permitted
                  Refinancing Indebtedness are no more restrictive, taken as a
                  whole, than those contained in the agreements governing the
                  Indebtedness being refinanced;

                           (9) Liens securing Indebtedness otherwise permitted
                  to be incurred under the provisions of Section 4.7 that limit
                  the right of the debtor to dispose of the assets subject to
                  such Liens;

                           (10) provisions with respect to the disposition or
                  distribution of assets or property in joint venture
                  agreements, partnership agreements, assets sale agreements,
                  stock sale agreements and other similar agreements entered
                  into in the ordinary course of business, in each case to the
                  extent that the counterparty to such agreement is not an
                  Affiliate of the Company;

                           (11) restrictions on cash or other deposits or net
                  worth imposed by customers under contracts entered into in the
                  ordinary course of business; and


                                       35

                           (12) restrictions contained in Qualified Foreign
                  Indebtedness.

SECTION 4.4 Designation of Restricted and Unrestricted Subsidiaries.

         The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default. If a
Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate
fair market value (as determined by the Board of Directors) of all outstanding
Investments owned by the Company and its Restricted Subsidiaries in the
Subsidiary properly designated (and any Investments made in such Unrestricted
Subsidiary after the date of designation) will be deemed to be Investments made
as of the time of the designation (or the date of such Investment, as the case
may be) and will reduce the amount available for Restricted Payments under
Section 4.1(a) or Permitted Investments, as determined by the Company. That
designation will only be permitted if the Investment would be permitted at that
time and if the Restricted Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary. The Board of Directors may redesignate any Unrestricted
Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a
Default.

SECTION 4.5 Transactions with Affiliates.

         (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each, an "Affiliate Transaction"), unless:

                           (1) the Affiliate Transaction is on terms that are no
                  less favorable to the Company or the relevant Restricted
                  Subsidiary than those that could reasonably be expected to be
                  obtained in a comparable transaction by the Company or such
                  Restricted Subsidiary with an unrelated Person; and

                           (2) with respect to any Affiliate Transaction or
                  series of related Affiliate Transactions involving aggregate
                  consideration in excess of $50 million, the Company delivers
                  to the Trustee either a resolution of the Board of Directors
                  set forth in an officers' certificate certifying that such
                  Affiliate Transaction complies with this covenant and that
                  such Affiliate Transaction has been approved by a majority of
                  the disinterested members of the Board of Directors, or an
                  opinion as to the fairness to the Company of such Affiliate
                  Transaction from a financial point of view issued by an
                  accounting, appraisal or investment banking firm of national
                  standing.

         (b) The following items shall not be deemed to be Affiliate
Transactions and, therefore, shall not be subject to the provisions of Section
4.5(a) hereof:


                                       36

                           (1) any employment agreement entered into by the
                  Company or any of its Restricted Subsidiaries in the ordinary
                  course of business and consistent with the past practice of
                  the Company or such Restricted Subsidiary;

                           (2) Affiliate Transactions between or among the
                  Company and/or its Subsidiaries;

                           (3) Restricted Payments and Permitted Investments
                  that are permitted by Section 4.1 hereof;

                           (4) the entering into, maintaining or performance of
                  any employment contract, collective bargaining agreement,
                  benefit plan, program or arrangement, related trust agreement
                  or any other similar arrangement (in each case entered into in
                  the ordinary course of business consistent with past practice)
                  for or with any employee, officer or director, including
                  vacation, health, insurance, deferred compensation,
                  retirement, savings or other similar plans;

                           (5) the payment of compensation, performance of
                  indemnification or contribution obligations, or an issuance,
                  grant or award of stock, options or other equity related
                  interests to employees, officers or directors in the ordinary
                  course of business; and

                           (6) the payment of reasonable and customary fees and
                  the provision of indemnities to directors in connection with
                  their services.

SECTION 4.6 Limitations on Issuances of Guarantees of Indebtedness.

         (a) The Company shall not permit any of its Restricted Subsidiaries,
directly or indirectly, to Guarantee the payment of any other Indebtedness of
the Company (other than Indebtedness under the Credit Agreements) unless such
Restricted Subsidiary simultaneously executes and delivers a supplemental
indenture providing for the Guarantee of the payment of the Senior Notes by such
Restricted Subsidiary, which Guarantee will be senior to or pari passu in right
of payment or priority of Lien, as applicable, with such Restricted Subsidiary's
Guarantee of or pledge to secure such other Indebtedness.

         (b) Notwithstanding Section 4.6(a), any such Guarantee of the Senior
Notes shall provide by its terms that it will be automatically and
unconditionally released and discharged:

                           (1) in connection with any sale or other disposition
                  of all of the assets of that Guarantor (including by way of
                  merger or consolidation) to a Person that is not (either
                  before or after giving effect to such transaction) a
                  Restricted Subsidiary of the


                                       37

                  Company, if the sale or other disposition complies with the
                  "Asset Sale" provisions of the Indenture; or

                           (2) in connection with any sale of all or
                  substantially all of the Capital Stock of a Guarantor to a
                  Person that is not (either before or after giving effect to
                  such transaction) a Restricted Subsidiary of the Company, if
                  the sale complies with Section 4.13 hereof and such Guarantor
                  ceases to be a Subsidiary of the Company;

provided, however, that any such release and discharge shall occur only to the
extent that all obligations of such Guarantor under all of its guarantees of the
Company's or its Restricted Subsidiaries' Indebtedness shall also terminate upon
such release, sale or transfer and none of such Guarantor's Equity Interests are
pledged for the benefit of any holder of any such Indebtedness of the Company or
its Restricted Subsidiaries.

SECTION 4.7 Liens.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or
become effective any Lien of any kind (other than Permitted Liens) securing
Indebtedness upon any of their property or assets, now owned or hereafter
acquired, unless all payments due under the Indenture and the Senior Notes are
secured on an equal and ratable basis with the obligations so secured until such
time as such obligations are no longer so secured.

SECTION 4.8 Sale and Leaseback Transactions.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction; provided that
the Company or any Restricted Subsidiary may enter into a sale and leaseback
transaction if:

         (a) the Company or that Restricted Subsidiary, as applicable, could
have incurred Indebtedness in an amount equal to the Attributable Debt relating
to such sale and leaseback transaction under the Fixed Charge Coverage Ratio
test set forth in Section 4.2(a) hereof or under clause (11) of the definition
of Permitted Debt;

         (b) only with respect to any sale leaseback transaction in which the
assets subject to such sale leaseback have a fair market value (as determined by
the Company in good faith) in excess of $10 million, the gross cash proceeds of
that sale and leaseback transaction, when the terms of the lease are taken into
account, are at least equal to the fair market value, as determined in good
faith by the Board of Directors, of the property that is the subject of that
sale and leaseback transaction; and

         (c) the transfer of assets in that sale and leaseback transaction is
permitted by, and the Company applies the proceeds of such transaction in
compliance with Section 4.13 hereof;

provided that Sections 4.8(a) and 4.8(c) will have no effect following the
occurrence of the Fall-Away Event.


                                       38

SECTION 4.9

Merger, Consolidation or Sale of Assets.

         The Company shall not:

         (a) consolidate or merge with or into another Person (whether or not
the Company is the surviving corporation); or

         (b) sell, assign, transfer, convey or otherwise dispose of all or
substantially all of the properties and assets of the Company and its Restricted
Subsidiaries taken as a whole, in one or more related transactions, to another
Person, unless:

                           (1) either: (A) the Company is the surviving
                  corporation; or (B) the Person formed by or surviving any such
                  consolidation or merger (if other than the Company) or to
                  which such sale, assignment, transfer, conveyance or other
                  disposition has been made is a corporation organized or
                  existing under the laws of the United States, any state of the
                  United States or the District of Columbia;

                           (2) the Person formed by or surviving any such
                  consolidation or merger (if other than the Company) or the
                  Person to which such sale, assignment, transfer, conveyance or
                  other disposition has been made assumes all the obligations of
                  the Company under the Senior Notes and the Indenture;

                           (3) immediately after such transaction, no Default or
                  Event of Default exists;

                           (4) the Company or the Person formed by or surviving
                  any such consolidation or merger (if other than the Company),
                  or to which such sale, assignment, transfer, conveyance or
                  other disposition has been made will, on the date of such
                  transaction after giving pro forma effect thereto and any
                  related financing transactions as if the same had occurred at
                  the beginning of the applicable four-quarter period, be
                  permitted to incur at least $1.00 of additional Indebtedness
                  pursuant to the Fixed Charge Coverage Ratio test set forth in
                  Section 4.2(a); and

                           (5) immediately after giving effect to such
                  transaction on a pro forma basis, the Consolidated Net Worth
                  of the Company or the Person formed by or surviving any such
                  consolidation or merger (if other than the Company), or to
                  which such sale, assignment, transfer, conveyance or other
                  disposition has been made is at least equal to the
                  Consolidated Net Worth of the Company immediately prior to
                  such transaction,

provided that Sections 4.9(b)(4) and 4.9(b)(5) will have no effect following the
occurrence of the Fall-Away Event.

         (c) Upon any consolidation or merger or any sale, assignment, transfer,
conveyance or other disposition of all or substantially all of the Company's
assets in


                                       39

accordance with the foregoing, the Person formed by or surviving any such
consolidation or merger (if other than the Company), or to which such sale,
assignment, transfer, conveyance or other disposition has been made shall
succeed to and be substituted for, and may exercise every right and power of,
the Company under the Indenture with the same effect as if such successor
corporation had been named therein as the Company, and the Company shall be
released from the obligations under the Senior Notes and the Indenture, except
with respect to any obligations that arise from, or are related to, such
transaction.

         (d) This Section 4.9 shall not apply to a merger, consolidation, sale,
assignment, transfer, conveyance or other disposition of assets between or among
the Company and any of its Restricted Subsidiaries so long as such transaction
is not for the purpose of evading this provision and/or is not in connection
with any other transaction.

SECTION 4.10 Payments for Consent.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holder of Senior Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of the Indenture or the Senior Notes, unless such consideration is offered to be
paid and is paid to all Holders of the Senior Notes who consent, waive or agree
to amend in the time frame set forth in the solicitation documents relating to
such consent, waiver or agreement.

SECTION 4.11 Reports.

         Whether or not required by the Commission, so long as any Senior Notes
are outstanding, the Company shall furnish to the Holders of Senior Notes,
within the time periods specified in the Commission's rules and regulations:

         (a) all quarterly and annual financial information that would be
required to be contained in a filing with the Commission on Forms 10-Q and 10-K
if the Company were required to file such Forms, including a "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and,
with respect to the annual information only, a report on the annual financial
statements by the Company's certified independent accountants; and

         (b) all current reports that would be required to be filed with the
Commission on Form 8-K if the Company were required to file such reports.

         In addition, whether or not required by the Commission, the Company
shall file a copy of all of the information and reports referred to in clauses
(a) and (b) above with the Commission for public availability within the time
periods specified in the Commission's rules and regulations (unless the
Commission will not accept such a filing) and make such information available to
securities analysts and prospective investors upon request; provided that any
information accepted for filing by the Commission shall be deemed to have been
provided to the Holders, security analysts and prospective investors for
purposes hereof.

SECTION 4.12 Change of Control.


                                       40

         (a) If a Change of Control occurs, each Holder of Senior Notes will
have the right to require the Company to repurchase all or any part (equal to
$1,000 or an integral multiple of $1,000) of that Holder's Senior Notes pursuant
to an offer on the terms set forth in this Indenture (the "Change of Control
Offer"). In the Change of Control Offer, the Company shall offer a payment in
cash equal to 101% of the aggregate principal amount of Senior Notes
repurchased, plus accrued and unpaid interest on the Senior Notes repurchased,
to, but not including, the date of purchase (the "Change of Control Payment").
Within twenty business days following any Change of Control, the Company shall
mail a notice to each Holder describing the transaction or transactions that
constitute the Change of Control and offering to repurchase Senior Notes on the
date specified in the notice, which date will be no earlier than 30 days and no
later than 60 days from the date such notice is mailed (the " Change of Control
Payment Date"), pursuant to the procedures required by this Indenture and
described in such notice. The Company shall comply with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable in connection
with the repurchase of the Senior Notes as a result of a Change of Control. To
the extent that the provisions of any securities laws or regulations conflict
with the Change of Control provisions of this Indenture, the Company shall
comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations under the Change of Control provisions
of this Indenture by virtue of such conflict.

         (b) On the Change of Control Payment Date, the Company shall, to the
extent lawful:

                           (1) accept for payment all Senior Notes or portions
                  of Senior Notes (equal to $1,000 principal amount or an
                  integral multiple thereof) properly tendered and not withdrawn
                  pursuant to the Change of Control Offer;

                           (2) deposit with the Paying Agent an amount equal to
                  the Change of Control Payment in respect of all such Senior
                  Notes or portions of Senior Notes properly tendered; and

                           (3) deliver or cause to be delivered to the Trustee
                  the Senior Notes properly accepted together with an Officers'
                  Certificate stating the aggregate principal amount of Senior
                  Notes or portions of Senior Notes being purchased by the
                  Company.

         (c) The Paying Agent shall promptly mail to each Holder of accepted
Senior Notes the Change of Control Payment for such Senior Notes, and the
Trustee will promptly authenticate and mail (or cause to be transferred by book
entry) to each Holder a new Senior Note equal in principal amount to any
unpurchased portion of the Senior Notes surrendered, if any; provided that each
Senior Note shall be in a principal amount of $1,000 or an integral multiple of
$1,000.

         (d) The Company shall publicly announce the results of the Change of
Control Offer on, or as soon as practicable after, the Change of Control Payment
Date.


                                       41

         (e) The Company shall not be required to make a Change of Control Offer
upon a Change of Control if a third party makes the Change of Control Offer in
the manner, at the times and otherwise in compliance with the requirements set
forth in this Indenture applicable to a Change of Control Offer made by the
Company and purchases all Senior Notes properly tendered and not withdrawn under
the Change of Control Offer.

SECTION 4.13 Asset Sales.

         (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale, unless:

                           (1) the Company (or the Restricted Subsidiary, as the
                  case may be) receives consideration at the time of the Asset
                  Sale at least equal to the fair market value of the assets or
                  Equity Interests issued or sold or otherwise disposed of;

                           (2) if such Asset Sale, or any group of related Asset
                  Sales, is for assets with a fair market value in excess of $50
                  million, the fair market value is determined by the Company's
                  Board of Directors and evidenced by a resolution of the Board
                  of Directors set forth in an Officers' Certificate delivered
                  to the Trustee; and

                           (3) at least 75% of the consideration received in the
                  Asset Sale by the Company or such Restricted Subsidiary
                  consists of cash, Cash Equivalents or Replacement Assets. For
                  purposes of this provision, each of the following will be
                  deemed to be cash:

                                    (A) any liabilities (other than contingent
                           liabilities and liabilities that are by their terms
                           subordinated to the Senior Notes), as shown on the
                           Company's most recent Consolidated balance sheet, of
                           the Company or any Restricted Subsidiary that are
                           assumed by the transferee of any such assets pursuant
                           to an agreement that expressly releases the Company
                           or such Restricted Subsidiary from further liability;

                                    (B) property that within 60 days of such
                           Asset Sale is converted, sold or exchanged by the
                           Company or such Restricted Subsidiary into cash, Cash
                           Equivalents or Replacement Assets; provided that any
                           such cash and Cash Equivalents shall be treated as
                           Net Cash Proceeds attributable to the original Asset
                           Sale for which such property was received; and

                                    (C) Indebtedness of any Restricted
                           Subsidiary that is no longer a Restricted Subsidiary
                           as a result


                                       42

                           of such Asset Sale, if the Company and all of its
                           Restricted Subsidiaries immediately are released from
                           all Guaranties, if applicable, of payments or other
                           Obligations with respect to such Indebtedness and
                           such Indebtedness is no longer the liability of the
                           Company or any of its Restricted Subsidiaries.

         (b) Within 360 days after the receipt of any Net Cash Proceeds from an
Asset Sale, the Company or such Restricted Subsidiary shall apply those Net Cash
Proceeds:

                           (1) permanently to repay Indebtedness and other
                  Obligations under the Credit Agreements, any secured,
                  unsubordinated Indebtedness of the Company or any Indebtedness
                  of any Restricted Subsidiary of the Company and if the
                  Indebtedness repaid is revolving credit Indebtedness, to
                  correspondingly reduce commitments with respect thereto;

                           (2) to acquire all or substantially all of the assets
                  of another Permitted Business; or

                           (3) to acquire other assets that are immediately used
                  or useful in a Permitted Business or to make Permitted
                  Investments (other than pursuant to clauses (1) or (2) of the
                  definition thereof other than repurchases of Senior Notes).

         (c) Pending the final application of any Net Cash Proceeds, the Company
may temporarily reduce revolving credit borrowings or otherwise invest the Net
Cash Proceeds in any manner that is not prohibited by this Indenture.

         (d) Any Net Cash Proceeds from Asset Sales that are not applied or
invested as provided in Section 4.13(b) shall constitute "Excess Proceeds." When
the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company shall
make an Asset Sale Offer to all Holders of Senior Notes and, at the option of
the Company, to all holders of other Indebtedness that ranks pari passu in right
of payment with the Senior Notes containing provisions requiring the Company or
its Restricted Subsidiaries to offer to purchase or to redeem such Indebtedness
with the proceeds of sales of assets, to purchase the maximum principal amount
of Senior Notes and such other pari passu Indebtedness that may be purchased out
of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to
100% of principal amount, plus accrued and unpaid interest to, but not
including, the date of purchase, and will be payable in cash. If any Excess
Proceeds remain after consummation of an Asset Sale Offer, the Company or its
Restricted Subsidiaries, as applicable, may use those Excess Proceeds for any
purpose not otherwise prohibited by this Indenture. If the aggregate principal
amount of notes and other pari passu Indebtedness tendered into such Asset Sale
Offer exceeds the amount of Excess Proceeds, the Trustee will select the Senior
Notes and such other pari passu Indebtedness to be purchased on a pro rata basis
or such other basis allowed by this Indenture and such other Indebtedness. Upon
completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset
at zero.


                                       43

         (e) The Company shall comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with each
repurchase of Senior Notes pursuant to an Asset Sale Offer. To the extent that
the provisions of any securities laws or regulations conflict with the Asset
Sale provisions of the Indenture, the Company shall comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under the Asset Sale provisions of the Indenture by virtue of such
conflict.

SECTION 4.14 Fall-Away Event.

         (a) If on any date following the Issue Date:

                           (1) the Senior Notes are rated Baa3 or above by
                  Moody's and BBB- or above by S&P (or, if either such entity
                  ceases to rate the Senior Notes for reasons outside of the
                  control of the Company, the equivalent investment grade credit
                  rating from any other "nationally recognized statistical
                  rating organization" within the meaning of Rule
                  15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the
                  Company as a replacement agency); and

                           (2) no Default or Event of Default shall have
                  occurred and be continuing;

(the occurrence of the foregoing events being collectively referred to as the
"Fall-Away Event"), then, upon the request of the Company to the Trustee,
beginning on the day of such request and continuing at all times thereafter
regardless of any subsequent changes in the rating of the Senior Notes, Sections
3.2, 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.12 and 4.13 shall no longer be applicable
to the Senior Notes and Sections 4.8(a) and (c) and 4.9(b)(4) and (b)(5) shall
also not be applicable to the Senior Notes.

         (b) Notwithstanding Section 4.14(a), so long as the Senior Notes are
outstanding, including following the occurrence of the Fall-Away Event, the
Company and its Restricted Subsidiaries shall be subject to Sections 4.7, 4.8
(other than clauses (a) and (c) thereof), 4.9 (other than clauses (b)(4) and
(b)(5) thereof) and 4.10.

                                   ARTICLE V

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 5.1 Option to Effect Legal Defeasance or Covenant Defeasance.

         The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 5.2 or 5.3 hereof applied to all outstanding Senior Notes upon
compliance with the conditions set forth below in this Article V.


                                       44

SECTION 5.2 Legal Defeasance and Discharge.

         Upon the Company's exercise under Section 5.1 hereof of the option
applicable to this Section 5.2, the Company shall, subject to the satisfaction
of the conditions set forth in Section 5.4 hereof, be deemed to have been
discharged from its Obligations with respect to all outstanding Senior Notes on
the date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Senior Notes, which shall thereafter be deemed to be "outstanding"
only for the purposes of Section 5.5 hereof and the other Sections of this
Indenture referred to in (a) and (b) below, and to have satisfied all of its
obligations under such Senior Notes and this Indenture (and the Trustee, on
demand of and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder:

         (a) the rights of Holders of outstanding Senior Notes to receive
payments in respect of the principal of, or interest or premium, if any, on such
Senior Notes when such payments are due from the trust referred to in Section
5.4 hereof;

         (b) the Company's obligations with respect to such Senior Notes under
Article 3 of the Senior Indenture and Section 10.2 of the Senior Indenture.

         (c) the rights, powers, trusts, duties and immunities of the Trustee
hereunder, and the Company's obligations in connection therewith; and

         (d) this Article V.

         Subject to compliance with this Article V, the Company may exercise its
option under this Section 5.2 notwithstanding the prior exercise of its option
under Section 5.3 hereof.

SECTION 5.3 Covenant Defeasance.

         Upon the Company's exercise under Section 5.1 hereof of the option
applicable to this Section 5.3, the Company shall, subject to the satisfaction
of the conditions set forth in Section 5.4 hereof, be released from its
obligations under the covenants contained in Sections 10.6, 10.7, 10.8 and 10.9
of the Senior Indenture and Article IV hereof with respect to the outstanding
Senior Notes on and after the date the conditions set forth in Section 5.4
hereof are satisfied (hereinafter, "Covenant Defeasance"), and the Senior Notes
shall thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Senior Notes shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Senior
Notes, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply
shall not


                                       45

constitute a Default or an Event of Default under Article VI hereof, but, except
as specified above, the remainder of the Indenture and such Senior Notes shall
be unaffected thereby. In addition, upon the Company's exercise under Section
5.1 hereof of the option applicable to this Section 5.3, subject to the
satisfaction of the conditions set forth in Section 5.4 hereof, Sections 6.1(c)
through 6.1 (g) hereof shall not constitute Events of Default.

SECTION 5.4 Conditions to Legal or Covenant Defeasance.

         The following shall be the conditions to the application of either
Section 5.2 or 5.3 hereof to the outstanding Senior Notes:

         (a) the Company must irrevocably deposit with the Trustee, in trust,
for the benefit of the Holders of the Senior Notes, cash in U.S. dollars, non -
callable Government Securities, or a combination thereof, in such amounts as
shall be sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay the principal of, or interest and
premium, if any, on the outstanding Senior Notes on the stated maturity thereof
or on the applicable redemption date, as the case may be, and the Company must
specify whether the Senior Notes are being defeased to maturity or to a
particular redemption date;

         (b) in the case of Legal Defeasance, the Company has delivered to the
Trustee an Opinion of Counsel confirming that (1) the Company has received from
or there has been published by, the Internal Revenue Service a ruling or (2)
since the Issue Date, there has been a change in the applicable federal income
tax law, in either case to the effect that, and based thereon such Opinion of
Counsel shall confirm that, the Holders of the outstanding Senior Notes shall
not recognize income, gain or loss for federal income tax purposes as a result
of such Legal Defeasance and shall 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 Legal Defeasance had not occurred;

         (c) in the case of Covenant Defeasance, the Company has delivered to
the Trustee an Opinion of Counsel confirming that the Holders of the outstanding
Senior Notes shall not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and shall 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) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit) and no
Event of Default relating to bankruptcy or insolvency may occur at any time from
the date of such deposit to the 91st calendar day thereafter;

         (e) such Legal Defeasance or Covenant Defeasance shall not result in
breach or violation of, or constitute a default under any material agreement or
instrument (other than as permitted in Section 5.4(d)) to which the Company or
any of its Restricted Subsidiaries is a party or by which the Company or any of
its Restricted Subsidiaries is bound;


                                       46

         (f) the Company must deliver to the Trustee an Officers' Certificate
stating that the deposit was not made by the Company with the intent of
preferring the Holders of Senior Notes over the other creditors of the Company
with the intent of defeating, hindering, delaying or defrauding creditors of the
Company or others; and

         (g) the Company must deliver to the Trustee (i) an Officers'
Certificate stating that all conditions precedent relating to the Legal
Defeasance or the Covenant Defeasance provided for in Sections 5.4(a) - (f)
hereof, as applicable, have been complied with, and (ii) an Opinion of Counsel
(which Opinion of Counsel may be subject to customary assumptions and
exclusions) stating that all conditions precedent provided for in clauses (b) or
(c), as applicable, and, to the knowledge of such counsel, (e) of this
paragraph, have been complied with.

SECTION 5.5 Deposited Money and Government Securities to be Held in Trust; Other
Miscellaneous Provisions.

         Subject to Section 5.6 hereof, all money and non - callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 5.5, the
"Trustee") pursuant to Section 5.4 hereof in respect of the outstanding Senior
Notes shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Senior Notes 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 Holders of such Senior Notes of all
sums due and to become due thereon in respect of principal, 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 or assessed against the cash or non - callable Government
Securities deposited pursuant to Section 5.4 hereof 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 Senior
Notes.

         Anything in this Article V to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any money or non - callable Government Securities held by it as provided
in Section 5.4 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
5.4(a) hereof), are in excess of the amount hereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 5.6 Repayment to the Company.

         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, interest or
premium, if any, on any Senior Note and remaining unclaimed for two years after
such principal, and premium, if any, or interest has become due and payable
shall be paid to the Company on its request or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Senior Note shall
thereafter, as an unsecured creditor, look only to the Company for


                                       47

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 the New York Times
(national edition) and The Wall Street Journal (national edition), notice that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such notification or
publication, any unclaimed balance of such money then remaining shall be repaid
to the Company.

SECTION 5.7 Reinstatement.

         If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 5.2 or
5.3 hereof, as the case may be, by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under the Indenture and the Senior
Notes shall be revived and reinstated as though no deposit had occurred pursuant
to Section 5.2 or 5.3 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 5.2 or 5.3 hereof,
as the case may be; provided, however, that, if the Company makes any payment or
principal of, premium, if any, or interest on any Senior Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Senior Notes to receive such payment from the money held
by the Trustee or Paying Agent.

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

SECTION 6.1 Events of Default.

         Each of the following is an Event of Default:

         (a) default for 30 days in the payment when due of interest on the
Senior Notes;

         (b) the Company's failure to pay all or any part of the principal of,
or premium, if any, on the Senior Notes when and as the same becomes due and
payable at maturity, redemption, by acceleration or otherwise, including,
without limitation, payments described under Sections 4.12 or 4.13 or the
failure of the Company or any of its Restricted Subsidiaries to comply with the
provisions of Section 4.9;

         (c) failure by the Company or any of its Restricted Subsidiaries for 30
days after notice by the Trustee or the Holders of at least 25% of the Senior
Notes then outstanding to comply with any of the other agreements in the
Indenture;

         (d) default 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 or any of its Restricted
Subsidiaries (or the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or
is created after the Issue Date, if that default;


                                       48

                           (1) is caused by a failure to pay principal of, or
                  interest or premium, if any, on such Indebtedness prior to the
                  expiration of the grace period provided in such Indebtedness
                  on the date of such default (a "Payment Default"); or

                           (2) results in the acceleration of such Indebtedness
                  prior to its express maturity;

provided that, in the case of an acceleration or Payment Default resulting from
such acceleration solely with respect to the $394 million of certain of the
Company's operating leases as described in the Prospectus Supplement under the
heading "Risk Factors - Risks Relating to the Notes - We will be required to
obtain waivers, consents or amendments from holders of certain of our financial
instruments or will be required to prepay those obligations," such acceleration
or Payment Default resulting from such acceleration is not cured on or prior to
the fifth business day following acceleration and; provided further in each
case, the principal amount of any such Indebtedness, together with the principal
amount of any other such Indebtedness under which there has been a Payment
Default or the maturity of which has been so accelerated, aggregates $50.0
million or more (or, following a Fall Away Event, such amount aggregates to
$100.0 million or more);

         (e) failure by the Company or any of its Restricted Subsidiaries to pay
final judgments aggregating in excess of $50.0 million (or, following a Fall
Away Event, judgments aggregating in excess of $100.0 million), which judgments
are not paid, discharged or stayed for a period of 60 days;

         (f) the Company or any of its Restricted Subsidiaries:

                           (1) commences a voluntary case under Title 11, U.S.
                  Code or any similar federal or state law for the relief of
                  debtors (collectively, "Bankruptcy Laws"),

                           (2) consents to the entry of an order for relief
                  against it in an involuntary case under any applicable
                  Bankruptcy Law,

                           (3) consents to the appointment of a custodian of it
                  or for all or substantially all of its property,

                           (4) makes a general assignment for the benefit of its
                  creditors, or

                           (5) generally is not paying its debts as they become
                  due; or

         (g) a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that:

                           (1) is for relief against the Company or any of its
                  Restricted Subsidiaries;


                                       49

                           (2) appoints a custodian of the Company or any of its
                  Restricted Subsidiaries or for all or substantially all of the
                  property of the Company or any of its Restricted Subsidiaries;
                  or

                           (3) orders the liquidation of the Company or any or
                  its Restricted Subsidiaries;

         and the order or decree remains unstayed and in effect for 60
consecutive days.

SECTION 6.2 Acceleration.

         If any Event of Default occurs (other than an Event of Default
specified in clause (f) or (g) of Section 6.1 hereof) and is continuing, then
the Trustee, upon request of the Holders of at least 25% in principal amount of
the Senior Notes then outstanding, or the Holders of at least 25% in principal
amount of the Senior Notes then outstanding may declare the principal of,
premium and accrued interest, if any, on all the Senior Notes to be due and
payable by notice in writing to the Company and the Trustee specifying the
respective Event of Default and that such notice is a "notice of acceleration"
(the "Acceleration Notice"), and the same shall become immediately due and
payable. Notwithstanding the foregoing, if an Event of Default specified in
clause (f) or (g) of Section 6.1 hereof occurs with respect to the Company, any
Restricted Subsidiary that is a Significant Subsidiary or any group of
Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary, all outstanding Senior Notes shall be due and payable immediately
without further action or notice. The Holders of a majority in aggregate
principal amount of the Senior Notes then outstanding by written notice to the
Trustee may on behalf of the Holders rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default (except nonpayment of principal, interest
or premium that has become due solely because of the acceleration) have been
cured or waived.

         If an Event of Default occurs on or after February 15, 2006 by reason
of any willful action (or inaction) taken (or not taken) by or on behalf of the
Company with the intention of avoiding payment of the premium that they Company
would have had to pay if the Company then had elected to redeem the Senior Notes
pursuant to Section 3.1(b) hereof, then, upon acceleration of the Senior Notes,
an equivalent premium shall also become and be immediately due and payable, to
the extent permitted by law, anything in the Indenture or in the Senior Notes to
the contrary notwithstanding. If an Event of Default occurs prior to February
15, 2006 by reason of any willful action (or inaction) taken (or not taken) by
or on behalf of the Company with the intention of avoiding any prohibition on
redemption of the Senior Notes prior to February 15, 2006, then, upon
acceleration of the Senior Notes, an additional premium shall also become and be
immediately due and payable, to the extent permitted by law, in an amount, for
each of the years beginning on February 15 of the years set forth below, as set
forth below (expressed as a percentage of the aggregate principal amount to the
date of payment that would otherwise be due but for the provisions of this
sentence:


                                       50



        YEAR                                                    PERCENTAGE
        ----                                                    ----------
                                                             
        2002..................................................  109.625%
        2003..................................................  108.422%
        2004..................................................  107.219%
        2005..................................................  106.016%


                                  ARTICLE VII

                               FORM OF SENIOR NOTE

SECTION 7.1 Form of Senior Note.

         The Senior Notes and the Trustee's Certificate of Authentication to be
endorsed thereon are to be substantially in the following forms:

         [IF THE SENIOR NOTE IS A GLOBAL NOTE, INSERT - This is a Global Note
within the meaning of the Indenture hereinafter referred to and its registered
in the name of the Depositary or a nominee of the Depositary. This Senior Note
is exchangeable for Senior Notes registered in the name of a person other than
the Depositary or its nominee only in the limited circumstances described in the
Indenture, and no transfer of this Senior Note (other than a transfer of this
Senior Note as a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary) may be registered except in limited circumstances.

         Unless this Senior Note is presented by an authorized representative of
The Depositary Trust Company, a New York corporation ("DTC") to the issuer or
its agent for registration of transfer, exchange, or payment, and any Senior
Note issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]

No._____________

CUSIP No. 834182 AN7                                          $_________________

ISIN No.   US834182AN70

                              SOLECTRON CORPORATION

                           9.625% SENIOR NOTE DUE 2009

         SOLECTRON CORPORATION, a Delaware corporation (the "Company", which
term includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to __________________ the


                                       51

principal sum of ________ dollars ($__________) on February 15, 2009 (such date
is hereinafter referred to as the "Stated Maturity") and to pay interest on said
principal sum from February 6, 2002, or from the most recent interest payment
date (each such date, an "Interest Payment Date") to which interest has been
paid or duly provided for, semi-annually in arrears on February 15 and August 15
of each year, commencing August 15, 2002, at the rate of 9.625% per annum (the
"Interest Rate") until the principal hereof is paid or made available for
payment; provided that any principal and installment of interest which is
overdue shall bear interest (to the extent that payment of such interest is
enforceable under applicable law) at the Interest Rate from the dates such
amounts are due until they are paid or made available for payment, and such
interest shall be payable on demand. The amount of interest payable on any
Interest Payment Date shall be computed on the basis of a 360-day year
consisting of twelve 30-day months. In the event that any date on which interest
is payable on this Senior Note is not a Business Day, then payment of interest
payable on such date will be made on the next succeeding day that is a Business
Day (and without any interest or other payment in respect of any such delay),
except that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, in each case
with the same force and effects as if made on such date. The interest
installment so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the person
in whose name this Senior Note is registered at the close of business on the
Regular Record Date for such interest installment, which as long as any Senior
Notes are represented by a Global Note shall be the close of business on the
immediately preceding February 1 for interest payable on the Senior Notes on
February 15 and the close of business on the immediately preceding August 1 for
interest payable on the Senior Notes on August 15; provided, however, if
pursuant to the terms of the Indenture the Senior Notes are no longer
represented by a Global Note, the Company may select such Regular Record Date
for such interest installment which shall be more than one Business Day but less
than 60 Business Days prior to an Interest Payment Date. Any such interest
installment not punctually paid or duly provided for shall forthwith cease to be
payable to the registered Holders on such Regular Record Date and may be paid to
the Person in whose name this Senior Notes is registered at the close of
business on a Special Record Date to be fixed by the Trustee for the payment of
such Defaulted Interest, notice whereof shall be given to the registered Holders
of this series of Senior Notes not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Senior Notes may be listed, and upon such notice as may be required by such
exchange all as more fully provided in the Indenture. The principal of and the
interest on this Senior Note shall be payable at the Office or Agency of the
Company maintained for that purpose in any coin or currency of the United States
of America that at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of interest may be made at the
option of the Company by check mailed to the registered Holder at such address
as shall appear in the Security Register or by wire transfer to an account
appropriately designated by the Holder entitled thereto.

         This Senior Note shall not be entitled to any benefit under the
Indenture hereinafter referred to, be valid or become obligatory for any purpose
until the


                                       52

Certificate of Authentication hereon shall have been signed by or on behalf of
the Trustee.

         The provisions of this Senior Note are continued on the reverse side
hereof and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.


                                       53

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

                                            SOLECTRON CORPORATION


                                            By:
                                                --------------------------------
                                                 Name:
                                                 Title:


Attest:


- -----------------------------


CERTIFICATE OF AUTHENTICATION

         This is one of the Senior Notes of the series designated herein and
     referred to in the within-mentioned Indenture.

Dated:          , 2002

                                       STATE STREET BANK AND TRUST COMPANY
                                       OF CALIFORNIA, N.A.,
                                       as Trustee


                                       By:
                                          ----------------------------------
                                              Authorized Signatory


                                       54

                        (FORM OF REVERSE OF SENIOR NOTE)

         This Senior Note is one of a duly authorized series of the senior notes
of the Company (herein sometimes referred to as the "Senior Notes"), specified
in the Indenture hereinafter referred to, all issued or to be issued in one or
more series under and pursuant to a Senior Debt Securities Indenture dated as of
February 6, 2002 (the "Senior Indenture"), duly executed and delivered between
the Company and State Street Bank and Trust Company of California, N.A., as
Trustee (the "Trustee"), as supplemented by the First Supplemental Indenture,
dated February 6, 2002, duly executed and delivered between the Company and the
Trustee (the "First Supplemental Indenture" and together with the Senior
Indenture, the "Indenture"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights, limitations of
rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the Holders of the Senior Notes. By the terms of the Indenture, the
Senior Notes are issuable in series that may vary as to amount, date of
maturity, rate of interest and in other respects as provided in the Indenture.
This series of Senior Notes is limited in aggregate principal amount as
specified in said First Supplemental Indenture.

         At any time prior to February 15, 2005, the Company may on any one or
more occasions redeem up to 35% of the aggregate principal amount of Senior
Notes issued under the Indenture at a redemption price of 109.625% of the
principal amount, plus accrued and unpaid interest, to, but not including, the
redemption date, with cash in an amount not in excess of the Net Cash Proceeds
of one or more Qualified Equity Offerings; provided that (i) at least 65% of the
aggregate principal amount of Senior Notes issued under the Indenture remains
outstanding immediately after the occurrence of such redemption (excluding
Senior Notes held by the Company and its Subsidiaries); and (ii) the redemption
occurs within 90 days of the date of the closing of such Qualified Equity
Offering.

         On or after February 15, 2006, the Company may redeem all or a part of
the Senior Notes upon not less than 30 nor more than 60 days' notice, at the
redemption prices (expressed as percentages of principal amount) set forth
below, plus accrued and unpaid interest on the Senior Notes redeemed, to, but
not including, the applicable redemption date, if redeemed during the
twelve-month period beginning on February 15 of the years indicated below:



                    Year                          Percentage
                    ----                          ----------
                                               
                    2006                          104.813%
                    2007                          102.406%
                    2008 and thereafter           100.000%


         In addition, at any time prior to February 15, 2006, the Company may,
at its option, redeem the Senior Notes, in whole or in part, from time to time,
upon not less than 30 nor more than 60 days' notice at a redemption price equal
to the greater of (1) 104.813% of the principal amount of the Senior Notes so
redeemed, plus accrued and unpaid interest, and (2) the Make-Whole Premium,
plus, to the extent not included in the Make-Whole Premium, accrued and unpaid
interest to, but not including, the date of redemption.


                                       55

         "Make-Whole Premium" means, with respect to a Senior Note, the sum of
the present values of the remaining scheduled payments of interest, principal
and premium thereon (not including any portion of such payments of interest
accrued as of the date of redemption) as if the Senior Notes were redeemed on
February 15, 2006 pursuant to Section 3.1(b) of the First Supplemental Indenture
on such date, discounted to the redemption date on a semiannual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50
basis points.

         The Senior Notes do not have the benefit of any sinking fund obligation
nor is the Company required to make mandatory redemption payments with respect
to the Senior Notes.

         If a Change of Control occurs, each Holder of Senior Notes will have
the right to require the Company to make an offer to all Holders to repurchase
the Senior Notes on the terms, in accordance with the procedures and subject to
the limitations set forth in the Indenture. If the Company or a Restricted
Subsidiary consummates any Asset Sales, when the aggregate amount of Excess
Proceeds exceeds $25.0 million, the Company shall make an Asset Sale Offer to
all Holders of Senior Notes and, at the option of the Company, to all holders of
other Indebtedness that ranks pari passu in right of payment with the Senior
Notes containing provisions requiring the Company or its Restricted Subsidiaries
to offer to purchase or to redeem such Indebtedness with the proceeds of sales
of assets, to purchase the maximum principal amount of Senior Notes and such
other pari passu Indebtedness that may be purchased out of the Excess Proceeds
on the terms, in accordance with the procedures and subject to the limitations
set forth in the Indenture and such other pari passu Indebtedness.

         In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Senior Notes may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.

         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 Senior Notes to be affected under
the Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in principal amount of the Senior Notes at the time
Outstanding to be affected. The Indenture also contains provisions permitting
the Holders of a majority in principal amount of the Senior Notes at the time
Outstanding, on behalf of the Holders of all Senior Notes, to waive compliance
by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Senior Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Senior Note and of any Senior Note
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
Senior Note.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Senior Note shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy


                                       56

thereunder, unless such Holder shall have previously given the Trustee written
notice of a continuing Event of Default with respect to the Senior Notes, the
Holders of not less than 25% in principal amount of the Senior Notes at the time
Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity, and the Trustee shall not have received from the
Holders of a majority in principal amount of Senior Notes at the time
Outstanding a direction inconsistent with such request, and shall have failed to
institute any such proceeding, for 60 days after receipt of such notice, request
and offer of indemnity. The foregoing shall not apply to any suit instituted by
the Holder of this Senior Note for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates
expressed herein.

         No reference herein to the Indenture and no provision of this Senior
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and any premium and
interest on this Senior Note 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 Senior Note is registrable in the Security
Register, upon surrender of this Senior Note for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Senior Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or its
attorney duly authorized in writing, and thereupon one or more new Senior Notes
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

         The Senior Notes 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, Senior Notes are
exchangeable for a like aggregate principal amount of Senior Notes and of like
tenor of a different authorized denomination, as requested by the Holder
surrendering the same.

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

         Prior to due presentment of this Senior Note 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 Senior Note is registered as the owner
hereof for all purposes, whether or not this Senior Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

         No recourse shall be had for the payment of the principal of or the
interest on this Senior Note, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any
incorporator, shareholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or


                                       57

successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issuance hereof, expressly waived and released.

         [If Senior Note is a Global Note, insert This Senior Note is a Global
Note and is subject to the provisions of the Indenture relating to Global Notes,
including the limitations in Section 3.5 of the Senior Indenture on transfers
and exchanges of Global Notes.]

         All terms used in this Senior Note that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

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


                                       58

                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Senior Note to:


- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------

(Insert assignee's social security or tax identification number)


- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------

(Insert address and zip code of assignee)

agent to transfer this Senior Note on the Security Register. The agent may
substitute another to act for him or her.


Dated:                        Signature:

                              Signature Guarantee:

(Sign exactly as your name appears on the other side of this Senior Note)

         Signatures must be guaranteed by an "eligible guarantor institution"
     meeting the requirements of the Security Registrar, which requirements
     include membership or participation in the Security Transfer Agent
     Medallion Program ("STAMP") or such other "signature guarantee program" as
     may be determined by the Security Registrar in addition to, or in
     substitution for, STAMP, all in accordance with the Securities Exchange Act
     of 1934, as amended.


                                       59

                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Senior Note purchased by the Company
     pursuant to 4.12 or 4.13 of the First Supplemental Indenture, check the box
     below:

                  Section 4.12      [ ]           Section 4.13      [ ]

         If you want to elect to have only part of the Senior Note purchased by
     the Company pursuant to Section 4.12 or Section 4.13 of the First
     Supplemental Indenture, state the amount you elect to have purchased:
     $________________

         Date:___________

                                          Your signature:_________________
                                          (Sign exactly as your name appears on
                                          the face of this Note)

                                          Tax Identification No.:______________

                                          SIGNATURE GUARANTEE:

                                          __________________________________
                                          Signature must be guaranteed by an
                                          "eligible guarantor institution"
                                          meeting the requirements of the
                                          Registrar, which requirements
                                          include membership or participation
                                          in the Security Transfer Agent
                                          Medallion Program ("STAMP") or such
                                          other "signature guarantee program"
                                          as may be determined by the
                                          Registrar in addition to, or in
                                          substitution for,
                                           STAMP, all in accordance with the
                                          Securities Exchange Act of 1934, as
                                          amended.


                                       60

                 [IF THE SENIOR NOTE IS A GLOBAL NOTE, INSERT -

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

         The following increases or decreases in this Global Note have been
made:




                                                     
              Amount of      Amount of      Principal amount of  Signature of
              decrease in    increase in    this Global Note     authorized
              principal      principal      following such       signatory
              amount of the  amount of the  decrease or          of Trustee or
Date          Global Note    Global Note    increase             Custodial Agent





                                       61

                                  ARTICLE VIII

                         ORIGINAL ISSUE OF SENIOR NOTES

SECTION 8.1 Original Issue of Senior Notes.

         Senior Notes in the initial aggregate principal amount of $500,000,000
     may, upon execution of this First Supplemental Indenture, be executed by
     the Company and delivered to the Trustee for authentication, and the
     Trustee shall thereupon authenticate and deliver said Senior Notes in
     accordance with a Company Order. The date of issuance of the Senior Notes
     shall be February 6, 2002 (the "Issue Date").

                                   ARTICLE IX

                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.1 Without Consent Of Holders Of Senior Notes

         Notwithstanding Section 9.2 hereof, the Company and the Trustee may
amend or supplement this Indenture or the Senior Notes without the consent of
any Holder of a Senior Note:

         (a) to cure any ambiguity, defect or inconsistency;

         (b) to provide for uncertificated Senior Notes in addition to or in
place of certificated Senior Notes;

         (c) to provide for the assumption of the Company's obligations to the
Holders of the Senior Notes in the case of a merger or consolidation by a
successor to the Company pursuant to Section 4.9 hereof;

         (d) to make any change that would provide any additional rights or
benefits to the Holders of the Senior Notes or that does not adversely affect
the legal rights hereunder of any Holder of the Senior Note;

         (e) to comply with requirements of the Commission in order to maintain
the qualification of this Indenture under the TIA;

         (f) 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;
and

         (g) to add guarantors to the Senior Notes or to add collateral securing
the Senior Notes pursuant to the terms hereof.


          Upon the written request of the Company accompanied by a resolution of
its Board of Directors authorizing the execution of any such amended or
supplemental indenture, and upon receipt by the Trustee of the documents
described in Section 6.3 of the Senior Indenture, the Trustee shall join with
the Company in the execution of any amended or supplemental indenture authorized
or permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein


                                       62

contained, but the Trustee shall not be obligated to enter into such amended or
supplemental indenture that affects its own rights, duties or immunities under
this Indenture or otherwise.

SECTION 9.2 With Consent of Holders of Senior Notes.

         Except as provided below in this Section 9.2, the Company and the
Trustee, may amend or supplement this Indenture and the Senior Notes with the
consent of the Holders of a majority in aggregate principal amount of the Senior
Notes then outstanding, voting as a single class (including, without limitation,
consents obtained in connection with a purchase of, or tender offer or exchange
offer for, the Senior Notes), and subject to Section 9.7 hereof, any existing
Default or Event of Default (other than a Default or Event of Default in the
payment of the principal of, premium, if any, or interest on the Senior Notes,
except a rescission of acceleration of the Senior Notes by the Holders of a
majority in aggregate principal amount of the Senior Notes and a waiver of the
payment default resulting from such acceleration) or compliance with any
provision of this Indenture or the Senior Notes may be waived with the consent
of the Holders of a majority in aggregate principal amount of the then
outstanding Senior Notes voting as a single class (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, the Senior Notes). Any such consent shall be delivered to
the Trustee.

         Upon the written request of the Company accompanied by a resolution of
its Board of Directors authorizing the execution of any such amended or
supplemental indenture, and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders of Senior Notes as
aforesaid, and upon receipt by the Trustee of the documents described in Section
6.3 of the Senior Indenture, the Trustee shall join with the Company in the
execution of such amended or supplemental indenture unless such amended or
supplemental indenture directly affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into such amended or
supplemental indenture.

         It shall not be necessary for the consent of the Holders of Senior
Notes under this Section 9.2 to approve the particular form of any proposed
amendment or waiver, but it shall be sufficient if such consent approves the
substance thereof.

         After an amendment, supplement or waiver under this Section 9.2 becomes
effective, the Company shall mail to the Holders of Senior Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental indenture or waiver. Subject to the provisions of this Section 9.2
and Section 9.7 hereof, the Holders of a majority in aggregate principal amount
of the Senior Notes then outstanding voting as a single class may waive
compliance in a particular instance by the Company with any provision of this
Indenture or the Senior Notes. A copy of any such waiver shall be delivered to
the Trustee. However, without the consent of each Holder affected, an amendment
or waiver under this Section 9.2 may not (with respect to any Senior Notes held
by a non-consenting Holder):


                                       63

         (a) reduce the percentage in principal amount of Senior Notes
outstanding whose Holders must consent to an amendment, supplement or waiver
provided for in this Indenture;

         (b) reduce the principal of or change the Stated Maturity of any Senior
Note or alter the provisions with respect to the redemption of Senior Notes
(other than provisions related to Sections 3.2, 4.12 and 4.13 hereof);

         (c) reduce the rate of or change the time for payment of interest on
any Senior Notes;

         (d) waive a Default or an Event of Default in the payment of, principal
of, or interest or premium, if any on the Senior Notes (except a rescission of
acceleration of the Senior Notes by the Holders of a majority in aggregate
principal amount of the Senior Notes and a waiver of the payment default that
resulted from such acceleration);

         (e) make any Senior Note payable in money other than that stated in the
Senior Notes;

         (f) make any change in the provisions of the Indenture relating to
waivers of past Defaults or the rights of Holders of Senior Notes to receive
payments of, principal of, or interest or premium, if any, on the Senior Notes;

         (g) waive a redemption payment with respect to any Senior Note (other
than a payment required by Section 3.2, 4.12 or 4.13); or

         (h) modify any of the waiver provisions, except to increase any
required 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 Senior Note affected thereby.

SECTION 9.3 Compliance With Trust Indenture Act.

         Every amendment or supplement to this Indenture or the Senior Notes
shall be set forth in a amended or supplemental indenture that complies with the
TIA as then in effect.

SECTION 9.4 Revocation And Effect Of Consents.

         (a) Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder of a Senior Note is a continuing consent by the Holder
of a Senior Note and every subsequent Holder of a Senior Note or portion of a
Senior Note that evidences the same debt as the consenting Holder's Senior Note,
even if notation of the consent is not made on any Senior Note. However, any
such Holder of a Senior Note or subsequent Holder of a Senior Note may revoke
the consent as to its Senior Note if the Trustee receives written notice of
revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder. An amendment or waiver shall
become effective upon receipt by the Trustee of the requisite number of written
consents under Section 9.1 or 9.2 as applicable.


                                       64

         (b) The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Holders of Senior Notes entitled to give
their consent or take any other action described above or required or permitted
to be taken pursuant to this Indenture. If a record date is fixed, then
notwithstanding the immediately preceding paragraph, those Persons who held
Senior Notes at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons
continue to be Holders after such record date. If such record date is fixed by
the Company, it shall so notify the Trustee in writing.

SECTION 9.5 Notation On Or Exchange Of Senior Notes.

         (a) The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Senior Note thereafter authenticated. The Company in
exchange for all Senior Notes may issue and the Trustee shall, upon receipt of
an Authentication Order, authenticate new Senior Notes that reflect the
amendment, supplement or waiver.

         (b) Failure to make the appropriate notation or issue a new Senior Note
shall not affect the validity and effect of such amendment, supplement or
waiver.

SECTION 9.6 Trustee To Sign Amendments, Etc.

         The Trustee shall sign any amended or supplemental indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee and all
other conditions to the execution and delivery of such amendment or supplement
set forth in this Article 9 are fulfilled. The Company may not sign an amendment
or supplemental indenture until the Board of Directors approves it. In executing
any amended or supplemental indenture, the Trustee shall be entitled to receive
and (subject to Section 6.1 of the Senior Indenture) shall be fully protected in
relying upon an Officer's Certificate and an Opinion of Counsel stating that the
execution of such amended or supplemental indenture is authorized or permitted
by this Indenture and that such amendment is the legal, valid and binding
obligation of the Company, enforceable against it in accordance with its terms,
subject to customary exceptions, and complies with the provisions hereof
(including Section 9.3).

SECTION 9.7 Waiver Of Past Defaults.

         Holders of not less than a majority in aggregate principal amount of
the then outstanding Senior Notes by written notice to the Trustee may on behalf
of the Holders of all of the Senior Notes waive an existing Default or Event of
Default and its consequences hereunder, except a continuing Default or Event of
Default in the payment of the principal of, premium, if any, or interest on, the
Senior Notes (including in connection with an offer to purchase). 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 9.8 Effect of Supplemental Indenture.


                                       65

         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 Senior Notes theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

                                    ARTICLE X

                                  MISCELLANEOUS

SECTION 10.1 Ratification of Senior Indenture.

         The Senior Indenture, as supplemented by this First Supplemental
Indenture, is in all respects ratified and confirmed, and this First
Supplemental Indenture shall be deemed part of the Senior Indenture in the
manner and to the extent herein and therein provided.

SECTION 10.2 Reference to and Effect on the Senior Indenture.

         This First Supplemental Indenture shall be construed as supplemental to
the Senior Indenture and all the terms and conditions of this First Supplemental
Indenture shall be deemed to be part of the terms and conditions of the Senior
Indenture and in each case the terms of this First Supplemental Indenture shall
supercede the terms of the Senior Indenture, except as set forth herein, or
modified hereby, the Senior Indenture heretofore executed and delivered is
hereby (i) incorporated by reference in this First Supplemental Indenture and
(ii) ratified, approved, and confirmed. Notwithstanding the foregoing, Sections
5.1, 5.2, 5.13, 7.4, 8.1, 8.2, 9.1, 9.2, 9.3, 9.4, 9.5, 9.6, 10.6, 10.8, 10.9,
10.10, 10.11 and Article 13 of the Senior Indenture shall not apply to the
Senior Notes.

SECTION 10.3 Governing Law.

         THIS FIRST SUPPLEMENTAL INDENTURE AND EACH SENIOR NOTE SHALL BE
     GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
     YORK.

SECTION 10.4 Not Responsible for Recitals.

         The recitals contained in this First Supplemental Indenture, except the
Trustee's certificate of authentication, shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for their correctness and
makes no representation as to the validity or sufficiency of this First
Supplemental Indenture.

SECTION 10.5 Counterparts.

         This First Supplemental Indenture may be executed in any number of
counterparts each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.


                                       66

         IN WITNESS WHEREOF, the parties hereto have caused this First
     Supplemental Indenture to be duly executed by their respective officers
     thereunto duly authorized, on the date or dates indicated in the
     acknowledgments and as of the day and year first above written.


                                          SOLECTRON CORPORATION


                                          By: /s/ Kiran Patel
                                             -----------------------------
                                                 Name:  Kiran Patel
                                                 Title: Executive Vice President
                                                        Chief Financial Officer


Attest:

/s/ Philip E. Fok
- --------------------





                                          STATE STREET BANK AND TRUST
                                          COMPANY OF CALIFORNIA, N.A.,
                                          as Trustee


                                          By: /s/ Steve Rivero
                                             -----------------------------
                                                 Authorized Signatory

EX-5.1

                                                                     Exhibit 5.1


                                February 6, 2002



Solectron Corporation
777 Gibraltar Drive
Milpitas, California 95035


         RE:      SOLECTRON CORPORATION
                  PUBLIC OFFERING OF 9.625% SENIOR NOTES DUE 2009

Ladies and Gentlemen:

         We have acted as counsel to Solectron Corporation, a Delaware
corporation (the "Company"), in connection with (i) the Company's registration
statement on Form S-3 (Registration No. 333-64454-01) filed by the Company
pursuant to the Securities Act of 1933, as amended (the "Act"), with the
Securities and Exchange Commission (the "Commission") on July 2, 2001, as
amended by Amendment No. 1 to such registration statement filed August 3, 2001
and by Amendment No. 2 to such registration statement filed August 28, 2001, and
as declared effective on August 29, 2001 (the "Registration Statement"), and the
related prospectus dated August 29, 2001, as supplemented by the prospectus
supplement dated February 1, 2002 (the final prospectus, in the form filed with
the Commission pursuant to Rule 424(b) of the rules and regulations under the
Act, the "Prospectus"), relating to the offering by the Company of $500,000,000
in aggregate principal amount of its 9.625% Senior Notes due 2009 (the
"Securities"), and (ii) that certain Underwriting Agreement dated February 1,
2002 (the "Underwriting Agreement") by and among Goldman, Sachs & Co., Banc of
America Securities LLC, J.P. Morgan Securities Inc., Scotia Capital (USA) Inc.
and BNP Paribas Securities Corp. (the "Underwriters") and the Company relating
to the offering of the Securities. This opinion is being furnished in accordance
with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

         As such counsel, we have examined originals, certified copies or copies
otherwise identified to us as being true copies of the originals, of the
following:

         a.       The Underwriting Agreement;

         b.       The Senior Debt Securities Indenture, dated as of February 6,
                  2002 (the "Base Indenture"), between the Company and State
                  Street Bank and Trust Company of California, N.A. ("State
                  Street Bank"), as trustee (the "Trustee"), as supplemented by
                  the First Supplemental Indenture, dated as of February 6, 2002
                  (the Base Indenture, as so supplemented, the "Indenture");

         c.       A specimen form of the Securities; and

Solectron Corporation
February 6, 2002
Page 2


         d.       Resolutions of the Board of Directors of the Company with
                  respect to the transactions covered by the opinions contained
                  herein and resolutions of the Pricing Committee of the Board
                  of Directors of the Company with respect to the issuance of
                  the Securities, as certified by the Secretary of the Company.

         In addition, we have obtained from public officials and from officers
of the Company such other certificates and assurances, and we have examined such
corporate records of the Company, as we have considered necessary or appropriate
for the purpose of rendering the opinions contained in this letter.

         We have assumed the following: (a) the authenticity of original
documents and the genuineness of all signatures; (b) the conformity to the
originals of all documents submitted to us as copies; (c) the truth, accuracy
and completeness of the information, factual matters and representations and
warranties contained in the records, documents, instruments and certificates we
have reviewed, except to the extent any such representations and warranties
constitute legal conclusions specifically covered in our opinions set forth
below; (d) the conformity of the issuance and sale of the Securities to the
manner stated in the Registration Statement and the Prospectus and the
compliance of such issuance and sale with applicable federal and state
securities laws; (e) except as specifically covered in the opinions set forth
below, the due authorization, execution and delivery on behalf of the respective
parties thereto of documents referred to herein and the legal, valid and binding
effect thereof on such parties; and (f) due authentication of the Securities by
the Trustee. As to any facts material to the opinions expressed herein that were
not independently established or verified, we have relied upon oral or written
statements and representations of officers and other representatives of the
Company and the Underwriters.

         Members of our firm are admitted to the Bar of the States of California
and New York, and the opinions expressed herein are limited in all respects to
existing Federal laws of the United States, laws of the State of California,
laws of the State of New York, and the General Corporation Law of the State of
Delaware. Our opinions are limited to such laws as, in our experience, are
normally applicable to the transactions of the type contemplated by the
Underwriting Agreement, the Securities and the Indenture.

         As to the validity and binding effect and enforceability of the
Securities, our opinions assume that the existing laws of the State of New York
apply and we express no opinion as to (i) the effect of any bankruptcy,
insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or
other similar laws relating to or affecting the rights of creditors generally,
including, without limitation, laws relating to fraudulent transfers,
conveyances or preferences, (ii) rights to indemnification and contribution
which may be limited by applicable law or equitable principles, or (iii) the
effect of general principles of equity, including, without limitation, concepts
of materiality, reasonableness, good faith and fair dealing, and the possible

Solectron Corporation
February 6, 2002
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unavailability of specific performance, injunctive relief or other equitable
relief, and limitations on rights of acceleration, whether considered in a
proceeding in equity or at law.

         On the basis of the foregoing and subject to the limitations and
qualifications set forth herein, we advise you that, in our opinion: (i) the
Securities have been duly authorized, executed, issued and delivered by the
Company; and (ii) the Securities constitute legal, valid and binding obligations
of the Company enforceable against the Company in accordance with their terms
and will be entitled to the benefits provided by the Indenture.

         This letter is furnished to you solely for use in connection with the
Registration Statement and is not to be used, circulated, quoted or otherwise
referred to for any other purpose, or relied upon by any other person, without
our express written permission. We consent to the filing of this letter as an
exhibit to the Registration Statement and to the reference to our firm in the
Registration Statement. In giving such consent, we do not admit that we fall
within the category of persons whose consent is required under Section 7 of the
Act, or that we are "experts," as that term is used in the Act or in the rules
and regulations of the Commission thereunder, with respect to any part of the
Registration Statement, including this letter as an exhibit or otherwise.

                                    Very truly yours,

                                    WILSON SONSINI GOODRICH & ROSATI,
                                    Professional Corporation

                                    /s/ Wilson Sonsini Goodrich & Rosati