Table of Contents

 
 
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
Date of Report (Date of earliest event reported) March 15, 2007
PRAXAIR, INC.
(Exact name of registrant as specified in its charter)
     
DELAWARE
 
(State or Other jurisdiction of incorporation) 		   
     
1-11037   06-124-9050
     
(Commission File Number)   (IRS Employer Identification No.)
     
39 OLD RIDGEBURY ROAD, DANBURY, CT   06810-5113
   
 
(Address of principal executive offices)   (Zip Code)
(203)837-2000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

TABLE OF CONTENTS

ITEM 8.01Other Events
ITEM 9.01. Financial Statements and Exhibits
SIGNATURES
Exhibit Index
EX-4: INDENTURE DATED JULY 15,1992
EX-5: OPINION OF CAHILL GORDON & REINDEL

Table of Contents

ITEM 8.01 Other Events.
On March 15, 2007, Praxair, Inc. (the “Company”) issued $325 million aggregate principal amount of 5.20% notes due 2017 (the “Notes”) in a registered offering under the Securities Act of 1933, pursuant to the Company’s shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (“SEC”) on December 14, 2006. The Notes were issued pursuant to an indenture dated as of July 15, 1992 between Praxair, Inc. and U.S. Bank National Association, as the ultimate successor trustee to Bank of America, Illinois (formerly Continental Bank, National Association) (the “Indenture”). The Indenture was previously filed with the SEC in paper. So that the Indenture is available electronically, it is being filed herewith as Exhibit 4. There have been no amendments or modifications to the Indenture since it was executed.
In connection with the Notes offering, Cahill Gordon & Reindel provided certain legal opinions to the Company that are filed as Exhibit 5 to this Form 8-K.
ITEM 9.01. Financial Statements and Exhibits.
     (d) Exhibits.
     
Exhibit No.   Description
 
   
4
  Indenture dated July 15, 1992
 
   
5
  Opinion of Cahill Gordon & Reindel
 
   
23
  Consent of Cahill Gordon & Reindel (included in Exhibit 5)
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 hereunto duly authorized.
         
  PRAXAIR, INC.
Registrant
  		 
Date: March 19, 2007   By:   /s/ James T. Breedlove    
    James T. Breedlove   
    Senior Vice President,
General Counsel and Secretary  		 

 

Table of Contents

         
Exhibit Index
     
Exhibit No.   Description
 
   
4
  Indenture dated July 15, 1992
 
   
5
  Opinion of Cahill Gordon & Reindel
 
   
23
  Consent of Cahill Gordon & Reindel (included in Exhibit 5)

 

 

Exhibit 4
PRAXAIR, INC.
DEBT SECURITIES
INDENTURE
Dated as of July 15, 1992
CONTINENTAL BANK, NATIONAL ASSOCIATION, Trustee

 

 

PARTIAL CROSS-REFERENCE TABLE
             
   
 
       
Indenture Section       TIA Section
   
2.05
      317(b)
   
2.06
      312(a)
   
2.11
      316(a)
(last sentence)
   
 
       
   
4.07
      314(a)(4)
   
4.08
      314(a)(1)
   
 
       
   
6.04
      316(a)(1)(B)
   
6.05
      316(a)(1)(A)
   
6.07
      317(a)(1)
   
 
       
   
7.04
      315(b)
   
7.05
      313(a)
   
7.05
      313(d)
   
7.07
      310(a), 310(b)
   
7.10
      310(b)(1)
   
 
       
   
8.02
      310(a), 310(b)
   
 
       
   
9.04
      316(c)
   
 
       
   
10.01
      318(a)
   
10.02
      313(c)
   
10.03
      314(c)(1)
   
 
      314(c)(2)
   
10.04
      314(e)

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TABLE OF CONTENTS
                 
            Page  
Article
  Section   Heading        
1
      DEFINITIONS        
 
               
 
  1.01   Definitions     1  
 
  1.02   Other Definitions     3  
 
  1.03   Rules of Construction     3  
 
               
2
      THE SECURITIES        
 
 
  2.01   Issuable in Series     4  
 
  2.02   Execution and Authentication     5  
 
  2.03   Bond Agents     6  
 
  2.04   Bearer Securities     6  
 
  2.05   Paying Agent to Hold Money in Trust     7  
 
  2.06   Securityholder Lists     7  
 
  2.07   Transfer and Exchange     7  
 
  2.08   Replacement Securities     8  
 
  2.09   Outstanding Securities     8  
 
  2.10   Discounted Securities     8  
 
  2.11   Treasury Securities     9  
 
  2.12   Global Securities     9  
 
  2.13   Temporary Securities     9  
 
  2.14   Cancellation     9  
 
  2.15   Default Interest     10  
 
               
3
      REDEMPTION        
 
               
 
  3.01   Notices to Trustee     10  
 
  3.02   Selection of Securities to Be Redeemed     10  
 
  3.03   Notice of Redemption     11  
 
  3.04   Effect of Notice of Redemption     11  
 
  3.05   Payment of Redemption Price     11  
 
  3.06   Securities Redeemed in Part     12  
 
               
4
      COVENANTS        
 
               
 
  4.01   Certain Definitions     12  
 
  4.02   Payment of Securities     13  
 
  4.03   Overdue Interest     13  
 
  4.04   Limitation on Liens     14  
 
  4.05   Limitation on Sale and Leaseback     15  
 
  4.06   Limitation on Debt of Restricted Subsidiaries     15  

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            Page  
Article
  Section   Heading        
 
  4.07   No Lien Created, etc.     16  
 
  4.08   Compliance Certificate     16  
 
  4.09   SEC Reports     16  
 
               
5
      SUCCESSORS        
 
               
 
  5.01   When Company May Merge, etc.     16  
 
               
6
      DEFAULTS AND REMEDIES        
 
 
  6.01   Events of Default     17  
 
  6.02   Acceleration     18  
 
  6.03   Other Remedies     18  
 
  6.04   Waiver of Past Defaults     19  
 
  6.05   Control by Majority     19  
 
  6.06   Limitation on Suits     19  
 
  6.07   Collection Suit by Trustee     19  
 
  6.08   Priorities     20  
 
               
7
      TRUSTEE        
 
               
 
  7.01   Rights of Trustee     20  
 
  7.02   Individual Rights of Trustee     21  
 
  7.03   Trustee’s Disclaimer     21  
 
  7.04   Notice of Defaults     21  
 
  7.05   Reports by Trustee to Holders     21  
 
  7.06   Compensation and Indemnity     21  
 
  7.07   Replacement of Trustee     22  
 
  7.08   Successor Trustee by Merger, etc.     23  
 
  7.09   Trustee’s Capital and Surplus     23  
 
  7.10   No Conflicting Interest     23  
 
               
8
      DISCHARGE OF INDENTURE        
 
               
 
  8.01   Defeasance     23  
 
  8.02   Conditions to Defeasance     24  
 
  8.03   Application of Trust Money     25  
 
  8.04   Repayment to Company     25  
 
               
9
      AMENDMENTS        
 
               
 
  9.01   Without Consent of Holders     25  
 
  9.02   With Consent of Holders     25  
 
  9.03   Compliance with Trust Indenture Act     26  
 
  9.04   Effect of Consents     26  
 
  9.05   Notation on or Exchange of Securities     27  
 
  9.06   Trustee Protected     27  

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            Page  
Article
  Section   Heading        
10
      MISCELLANEOUS        
 
               
 
  10.01   Trust Indenture Act     27  
 
  10.02   Notices     27  
 
  10.03   Certificate and Opinion as to Conditions Precedent     28  
 
  10.04   Statements Required in Certificate or Opinion     28  
 
  10.05   Rules by Company and Agents     29  
 
  10.06   Legal Holidays     29  
 
  10.07   No Recourse Against Others     29  
 
  10.08   Duplicate Originals     29  
 
  10.09   Governing Law     29  
 
               
SIGNATURES         30  
     
Exhibit A:
  A Form of Registered Security
 
   
Exhibit B:
  A Form of Bearer Security
 
   
Exhibit C:
  A Form of Assignment

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     INDENTURE dated as of July 15, 1992 between PRAXAIR, INC., a Delaware corporation (“Company”), and CONTINENTAL BANK, NATIONAL ASSOCIATION, a national banking association (“Trustee”).
     Each party agrees as follows for the benefit of the Holders of the Company’s debt securities issued under this Indenture:
ARTICLE 1 — DEFINITIONS
SECTION 1.01. Definitions.
     “Affiliate” means any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company.
     “Agent” means any Registrar, Transfer Agent or Paying Agent.
     “Authorized Newspaper” means a newspaper that is:
     (1) printed in the English language or in an official language of the country of publication;
     (2) customarily published on each business day in the place of publication; and
     (3) of general circulation in the relevant place or in the financial community of such place.
Whenever successive publications in an Authorized Newspaper are required, they may be made on the same or different business days and in the same or different Authorized Newspapers.
     “Bearer Security” means a Security payable to bearer.
     “Board” means the Board of Directors of the Company or any authorized committee of the Board.
     “Bond Resolution” means a resolution adopted by the Board or by an Officer or committee of Officers pursuant to Board delegation authorizing a series of Securities.
     “Company” means the party named as such above until a successor replaces it and thereafter means the successor.
     “coupon” means an interest coupon for a Bearer Security.
     “Default” means any event which is, or after notice or passage of time would be, an Event of Default.

 

 

     “Discounted Security” means a Security where the amount of principal due upon acceleration is less than the stated principal amount.
     “Holder” or “Securityholder” means the person in whose name a Registered Security is registered and the bearer of a Bearer Security or coupon.
     “Indenture” means this Indenture and any Bond Resolution as amended from time to time.
     “Officer” means the Chairman, any Vice-Chairman, the President, any Vice-President, the Treasurer, the Secretary, the Controller or any Assistant Treasurer of the Company.
     “Officers’ Certificate” means a certificate signed by two Officers or by an Officer and an Assistant Secretary or Assistant Controller of the Company.
     “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.
     “principal” of a debt security means the principal of the security plus the premium, if and when applicable, on the security.
     “Registered Security” means a Security registered as to principal and interest by the Registrar.
     “SEC” means the Securities and Exchange Commission.
     “Securities” means the debt securities issued under this Indenture.
     “series” means a series of Securities or the Securities of the series.
     “TIA” means the Trust Indenture Act of 1939 (15 U.S. Code § 77aaa-77bbbb) as in effect on the date shown above.
     “Trustee” means the party named as such above until a successor replaces it and thereafter means the successor.
     “Trust Officer” means the Chairman of the Board, the President or any other officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters.

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     “United States” means the United States of America, its territories and possessions and other areas subject to its jurisdiction.
     SECTION 1.02. Other Definitions.
         
        Term   Defined in Section
“Attributable Debt”
    4.01  
‘Bankruptcy Law”
    6.01  
“Consolidated Net Tangible Assets”
    4.01  
“Custodian”
    6.01  
“Debt”
    4.01  
“Event of Default”
    6.01  
“Legal Holiday”
    10.6  
“Lien”
    4.01  
“Long-Term Debt”
    4.01  
“Paying Agent”
    2.03  
“Principal Property”
    4.01  
“Registrar”
    2.03  
“Restricted Subsidiary”
    4.01  
“Sale-Leaseback Transaction”
    4.01  
“Subsidiary”
    4.01  
“Transfer Agent”
    2.03  
“Treasury Regulations”
    2.04  
“U.S. Government Obligations”
    8.02  
“Voting Stock”
    4.01  
“Wholly-Owned Subsidiary”
    4.01  
“Yield to Maturity”
    4.01  
SECTION 1.03. Rules of Construction.
     Unless the context otherwise requires:
     (1) a term has the meaning assigned to it;
     (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles in the United States;
     (3)generally accepted accounting principles are those applicable from time to time;
     (4) all terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings assigned to them by such definitions;
     (5) “or” is not exclusive; and

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     (6) words in the singular include the plural, and in the plural include the singular.
ARTICLE 2 — THE SECURITIES
SECTION 2.01. Issuable in Series.
     The aggregate principal amount of Securities that may be issued under this Indenture is unlimited. The Securities may be issued from time to time in one or more series. Each series shall be created by a Bond Resolution or a supplemental indenture that establishes the terms of the series, which may include the following:
     (1) the title of the series;
     (2) the aggregate principal amount of the series;
     (3) the interest rate, if any, or method of calculating the interest rate;
     (4) the date from which interest will accrue;
     (5) the record dates for interest payable on Registered Securities;
     (6) the dates when principal and interest are payable;
     (7) the manner of paying principal and interest;
     (8) the places where principal and interest are payable;
     (9) the Registrar, Transfer Agent and Paying Agent;
     (10) the terms of any mandatory or optional redemption by the Company;
     (11) the terms of any redemption at the option of Holders;
     (12) the denominations in which Securities are issuable;
     (13) whether Securities will be issuable as Registered Securities or Bearer Securities;
     (14) whether and upon what terms Registered Securities and Bearer Securities may be exchanged;
     (15) whether any Securities will be represented by a Security in global form;
     (16) the terms of any global Security;
     (17) the terms of any tax indemnity;

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     (18) the currencies (including any composite currency) in which principal or interest may be paid;
     (19) if payments of principal or interest may be made in a currency other than that in which Securities are denominated, the manner for determining such payments;
     (20) if amounts of principal or interest may be determined by reference to an index, formula or other method, the manner for determining such amounts;
     (21) provisions for electronic issuance of Securities or for Securities in uncertificated form;
     (22) the portion of principal payable upon acceleration of a Discounted Security;
     (23) any Events of Default or covenants in addition to or in lieu of those set forth in this Indenture;
     (24) whether and upon what terms securities may be defeased;
     (25) the forms of the Securities or any coupon, which may be in the form of Exhibit A or B;
     (26) any terms that may be required by or advisable under U.S. or other applicable laws; and
     (27) any other terms not inconsistent with this Indenture.
     All Securities of one series need not be issued at the same time and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series.
     The creation and issuance of a series and the authentication and delivery thereof are not subject to any conditions precedent.
SECTION 2.02. Execution and Authentication.
     Two Officers shall sign the Securities by manual or facsimile signature. The Company’s seal shall be reproduced on the Securities. An Officer shall sign any coupons by facsimile signature.
     If an Officer whose signature is on a Security or its coupons no longer holds that office at the time the Security is authenticated or delivered, the Security and coupons shall nevertheless be valid.

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     A Security and its coupons shall not be valid until the Security is authenticated by the manual signature of the Registrar. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture.
     Each Registered Security shall be dated the date of its authentication. Each Bearer Security shall be dated the date of its original issuance or as provided in the Bond Resolution.
     Securities may have notations, legends or endorsements required by law, stock exchange rule, agreement or usage.
SECTION 2.03. Bond Agents.
     The Company shall maintain an office or agency where Securities may be authenticated (“Registrar”), where Securities may be presented for registration of transfer or for exchange (“Transfer Agent”) and where Securities may be presented for payment (“Paying Agent”). Whenever the Company must issue or deliver Securities pursuant to this Indenture, the Registrar shall authenticate the Securities at the Company’s request. The Transfer Agent shall keep a register of the Securities and of their transfer and exchange.
     The Company may appoint more than one Registrar, Transfer Agent or Paying Agent for a series. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Transfer Agent or Paying Agent for a series, the Trustee shall act as such.
SECTION 2.04. Bearer Securities.
     U.S. laws and Treasury Regulations restrict sales or exchanges of and payments on Bearer Securities. Therefore, except as provided below:
     (1) Bearer Securities will be offered, sold and delivered only outside the United States and will be delivered only upon presentation of a certificate in a form prescribed by the Company to comply with U.S. laws and regulations.
     (2) Bearer Securities will not be issued in exchange for Registered Securities.
     (3) All payments of principal and interest (including original issue discount) on Bearer Securities will be made outside the United States by a Paying Agent located outside the United States unless the Company determines that:
  (A)   such payments may not be made by such Paying Agent because the payments are illegal or prevented by exchange controls as described in Treasury Regulation § 1.163-5(c)(2)(v); and

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  (B)   making the payments in the United States would not have an adverse tax effect on the Company.
     If there is a change in the relevant provisions of U.S. laws or Treasury Regulations or the judicial or administrative interpretation thereof, a restriction set forth in paragraph (1), (2) or (3) above will not apply to a series if the Company determines that the relevant provisions no longer apply to the series or that failure to comply with the relevant provisions would not have an adverse tax effect on the Company or on Securityholders or cause the series to be treated as “registration-required” obligations under U.S. law.
     The Company shall notify the Trustee of any determinations by the Company under this Section.
     “Treasury Regulations” means regulations of the U.S. Treasury Department under the Internal Revenue Code of 1986, as amended.
SECTION 2.05. Paying Agent to Hold Money in Trust.
     The Company shall require each Paying Agent for a series other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of the persons entitled thereto all money held by the Paying Agent for the payment of principal of or interest on the series, and will notify the Trustee of any default by the Company in making any such payment.
     While any such default continues, the Trustee may require a Paying Agent to pay all money so held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent shall have no further liability for the money.
     If the Company or an Affiliate acts as Paying Agent for a series, it shall segregate and hold as a separate trust fund all money held by it as Paying Agent for the series.
SECTION 2.06. Securityholder Lists.
     The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders. If the Trustee is not the Transfer Agent, the Company shall furnish to the Trustee semiannually and at such other times as the Trustee may request a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders of Registered Securities and Holders of Bearer Securities whose names are on the list referred to below.
     The Transfer Agent shall keep a list of the names and addresses of Holders of Bearer Securities who file a request to be included on such list. A request will remain in effect for two years but successive requests may be made.

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     Whenever the Company or the Trustee is required to mail a notice to all Holders of Registered Securities of a series, it also shall mail the notice to Holders of Bearer Securities of the series whose names are on the list.
     Whenever the Company is required to publish a notice to all Holders of Bearer Securities of a series, it also shall mail the notice to such of them whose names are on the list.
SECTION 2.07. Transfer and Exchange.
     Where Registered Securities of a series are presented to the Transfer Agent with a request to register a transfer or to exchange them for an equal principal amount of Registered Securities of other denominations of the series, the Transfer Agent shall register the transfer or make the exchange if its requirements for such transactions are met.
     The Transfer Agent may require a Holder to pay a sum sufficient to cover any taxes imposed on a transfer or exchange.
     If a series provides for Registered and Bearer Securities and for their exchange, Bearer Securities may be exchanged for Registered Securities and Registered Securities may be exchanged for Bearer Securities as provided in the Securities or the Bond Resolution if the requirements of the Transfer Agent for such transactions are met and if Section 2.04 permits the exchange.
SECTION 2.08. Replacement Securities.
     If the Holder of a Security or coupon claims that it has been lost, destroyed or wrongfully taken, then, in the absence of notice to the Company or the Trustee that the Security or coupon has been acquired by a bona fide purchaser, the Company shall issue a replacement Security or coupon if the Company and the Trustee receive:
     (1) evidence satisfactory to them of the loss, destruction or taking;
     (2) an indemnity bond satisfactory to them; and
     (3) payment of a sum sufficient to cover their expenses and any taxes for replacing the Security or coupon.
     A replacement Security shall have coupons attached corresponding to those, if any, on the replaced Security.
     Every replacement Security or coupon is an additional obligation of the Company.

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SECTION 2.09. Outstanding Securities.
          The Securities outstanding at any time are all the Securities authenticated by the Registrar except for those cancelled by it, those delivered to it for cancellation, and those described in this Section as not outstanding.
          If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a bona fide purchaser.
          If Securities are considered paid under Section 4.02, they cease to be outstanding and interest on them ceases to accrue.
          A Security does not cease to be outstanding because the Company or an Affiliate holds the Security.
SECTION 2.10. Discounted Securities.
          In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, the principal amount of a Discounted Security shall be the amount of principal that would be due as of the date of such determination if payment of the Security were accelerated on that date.
SECTION 2.11. Treasury Securities.
          In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Company or an Affiliate shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which the Trustee knows are so owned shall be so disregarded.
SECTION 2.12. Global Securities.
          If the Bond Resolution so provides, the Company may issue some or all of the Securities of a series in temporary or permanent global form. A global Security may be in registered form, in bearer form with or without coupons or in uncertificated form. A global Security shall represent that amount of Securities of a series as specified in the global Security or as endorsed thereon from time to time. At the Company’s request, the Registrar shall endorse a global Security to reflect the amount of any increase or decrease in the Securities represented thereby.
          The Company may issue a global Security only to a depository designated by the Company. A depository may transfer a global Security only as a whole to its nominee or to a successor depository.

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          The Bond Resolution may establish, among other things, the manner of paying principal and interest on a global Security and whether and upon what terms a beneficial owner of an interest in a global Security may exchange such interest for definitive Securities.
          The Company, an Affiliate, the Trustee and any Agent shall not be responsible for any acts or omissions of a depository, for any depository records of beneficial ownership interests or for any transactions between the depository and beneficial owners.
SECTION 2.13. Temporary Securities.
          Until definitive Securities of a series are ready for delivery, the Company may use temporary Securities. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Temporary Securities may be in global form. Temporary Bearer Securities may have one or more coupons or no coupons. Without unreasonable delay, the Company shall deliver definitive Securities in exchange for temporary Securities.
SECTION 2.14. Cancellation.
          The Company at any time may deliver Securities to the Registrar for cancellation. The Transfer Agent and the Paying Agent shall forward to the Registrar any Securities and coupons surrendered to them for payment, exchange or registration of transfer. The Registrar shall cancel all Securities or coupons surrendered for payment, registration of transfer, exchange or cancellation as follows: the Registrar will cancel all Registered Securities and matured coupons. The Registrar also will cancel all Bearer Securities and unmatured coupons unless the Company requests the Registrar to hold the same for redelivery. Any Bearer Securities so held shall be considered delivered for cancellation under Section 2.09. The Registrar shall destroy cancelled Securities and coupons unless the Company otherwise directs.
          Unless the Bond Resolution otherwise provides, the Company may not issue new Securities to replace Securities that the Company has paid or that the Company has delivered to the Registrar for cancellation.
SECTION 2.15. Defaulted Interest.
          If the Company defaults in a payment of interest on Registered Securities, it need not pay the defaulted interest to Holders on the regular record date. The Company may fix a special record date for determining Holders entitled to receive defaulted interest or the Company may pay defaulted interest in any other lawful manner.

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ARTICLE 3 — REDEMPTION
SECTION 3.01. Notices to Trustee.
          Securities of a series that are redeemable before maturity shall be redeemable in accordance with their terms and, unless the Bond Resolution otherwise provides, in accordance with this Article.
          In the case of a redemption by the Company, the Company shall notify the Trustee of the redemption date and the principal amount of Securities to be redeemed. The Company shall notify the Trustee at least 50 days before the redemption date unless a shorter notice is satisfactory to the Trustee.
          If the Company is required to redeem Securities, it may reduce the principal amount of Securities required to be redeemed to the extent it is permitted a credit by the terms of the Securities and it notifies the Trustee of the amount of the credit and the basis for it. If the reduction is based on a credit for acquired or redeemed Securities that the Company has not previously delivered to the Registrar for cancellation, the Company shall deliver the Securities at the same time as the notice.
SECTION 3.02. Selection of Securities to Be Redeemed.
          If less than all the Securities of a series are to be redeemed, the Trustee shall select the Securities to be redeemed by a method the Trustee considers fair and appropriate. The Trustee shall make the selection from Securities of the series outstanding not previously called for redemption. The Trustee may select for redemption portions of the principal of Securities having denominations larger than the minimum denomination for the series. Securities and portions thereof selected for redemption shall be in amounts equal to the minimum denomination for the series or an integral multiple thereof. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption.
SECTION 3.03. Notice of Redemption.
          At least 20 days but not more than 60 days before a redemption date, the Company shall mail a notice of redemption by first-class mail to each Holder of Registered Securities whose Securities are to be redeemed.
          If Bearer Securities are to be redeemed, the Company shall publish a notice of redemption in an Authorized Newspaper as provided in the Securities.
          A notice shall identify the Securities of the series to be redeemed and shall state:
          (1) the redemption date;

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          (2) the redemption price;
          (3) the name and address of the Paying Agent;
          (4) that Securities called for redemption, together with all coupons, if any, maturing after the redemption date, must be surrendered to the Paying Agent to collect the redemption price;
          (5) that interest on Securities called for redemption ceases to accrue on and after the redemption date; and
          (6) whether the redemption by the Company is mandatory or optional.
          A redemption notice given by publication need not identify Registered Securities to be redeemed.
          At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense.
SECTION 3.04. Effect of Notice of Redemption.
          Once notice of redemption is given, Securities called for redemption become due and payable on the redemption date at the redemption price stated in the notice.
SECTION 3.05. Payment of Redemption Price.
          On or before the redemption date, the Company shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued interest on all Securities to be redeemed on that date.
          When the Holder of a Security surrenders it for redemption in accordance with the redemption notice, the Company shall pay to the Holder on the redemption date the redemption price and accrued interest to such date, except that:
          (1) the Company will pay any such interest (except defaulted interest) to Holders on the record date of Registered Securities if the redemption date occurs on an interest payment date; and
          (2) the Company will pay any such interest to Holders of coupons that mature on or before the redemption date upon surrender of such coupons to the Paying Agent.
          Coupons maturing after the redemption date on a called Security are void absent a payment default on that date. Nevertheless, if a Holder surrenders for redemption a Bearer Security missing any such coupons, the Company may deduct the face amount of such coupons from the redemption price. If thereafter the Holder surrenders to the Paying Agent the missing coupons, the Company will return the amount so deducted. The Company also

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may waive surrender of the missing coupons if it receives an indemnity bond satisfactory to the Company.
SECTION 3.06. Securities Redeemed in Part.
          Upon surrender of a Security that is redeemed in part, the Company shall deliver to the Holder a new Security of the same series equal in principal amount to the unredeemed portion of the Security surrendered.
ARTICLE 4 — COVENANTS
SECTION 4.01. Certain Definitions.
          “Attributable Debt” for a lease means, as of the date of determination, the present value of net rent for the remaining term of the lease. Rent shall be discounted to present value at a discount rate that is compounded semiannually. The discount rate shall be 10% per annum or, if the Company elects, the discount rate shall be equal to the weighted average Yield to Maturity of the Securities. Such average shall be weighted by the principal amount of the Securities of each series or, in the case of Discounted Securities, the amount of principal that would be due as of the date of determination if payment of the Securities were accelerated on that date.
          Rent is the lesser of (a) rent for the remaining term of the lease assuming it is not terminated or (b) rent from the date of determination until the first possible termination date plus the termination payment then due, if any. The remaining term of a lease includes any period for which the lease has been extended. Rent does not include (1) amounts due for maintenance, repairs, utilities, insurance, taxes, assessments and similar charges or (2) contingent rent, such as that based on sales. Rent may be reduced by the discounted present value of the rent that any sublessee must pay from the date of determination for all or part of the same property. If the net rent on a lease is not definitely determinable, the Company may estimate it in any reasonable manner.
          “Consolidated Net Tangible Assets” means total assets less (a) total current liabilities (excluding short-term Debt, payments due within one year on long-term Debt and debt due to Union Carbide Corporation and its subsidiaries) and (b) goodwill, as reflected in the Company’s most recent consolidated balance sheet preceding the date of a determination under Section 4.04(9).
          “Debt” means any debt for borrowed money or any guarantee of such a debt.
          “Lien” means any mortgage, pledge, security interest or lien.
          “Long-Term Debt” means Debt that by its terms matures on a date more than 12 months after the date it was created or Debt that the obligor may extend or renew without the obligee’s consent to a date more than 12 months after the date the Debt was created.

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          “Principal Property” means (i) any manufacturing facility, whether now or hereafter owned, located in the United States (excluding territories and possessions), except any such facility that in the opinion of the Board is not of material importance to the total business conducted by the Company and its consolidated Subsidiaries, and (ii) any shares of stock of a Restricted Subsidiary.
          “Restricted Subsidiary” means a Wholly-Owned Subsidiary that has substantially all of its assets located in the United States (excluding territories and possessions) or Puerto Rico and owns a Principal Property.
          “Sale-Leaseback Transaction” means an arrangement pursuant to which the Company or a Restricted Subsidiary now owns or hereafter acquires a Principal Property, transfers it to a person, and leases it beck from the person.
          “Subsidiary” means a corporation a majority of whose Voting Stock is owned by the Company or a Subsidiary.
          “Voting Stock” means capital stock having voting power under ordinary circumstances to elect directors.
          “Wholly-Owned Subsidiary” means a corporation all of whose Voting Stock is owned by the Company or a wholly-Owned Subsidiary, the accounts of which are consolidated with those of the Company in its consolidated financial statements.
          “Yield to Maturity” means the yield to maturity on a Security at the time of its issuance or at the most recent determination of interest on the Security.
SECTION 4.02. Payment of Securities.
          The Company shall pay the principal of and interest on a series in accordance with the terms of the Securities for the series, any related coupons, and this Indenture. Principal and interest on a series shall be considered paid on the date due if the Paying Agent for the series holds on that date money sufficient to pay all principal and interest then due on the series.
SECTION 4.03. Overdue Interest.
          Unless the Bond Resolution otherwise provides, the Company shall pay interest on overdue principal of a Security of a series at the rate (or Yield to Maturity in the case of a Discounted Security) borne by the series; it shall pay interest on overdue installments of interest at the same rate or Yield to Maturity to the extent lawful.
SECTION 4.04. Limitation on Liens.
          The Company shall not, and shall not permit any Restricted Subsidiary to, incur a Lien on Principal Property to secure a Debt unless:

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          (1) the Lien equally and ratably secures the Securities and the Debt. The Lien may equally and ratably secure the Securities and any other obligation of the Company or a Subsidiary. The Lien may not secure an obligation of the Company that is subordinated to the Securities;
          (2) the Lien secures Debt incurred to finance all or some of the purchase price or the cost of construction or improvement of property of the Company or a Restricted Subsidiary. The Lien may not extend to any other Principal Property owned by the Company or a Restricted Subsidiary at the time the Lien is incurred. However, in the case of any construction or improvement, the Lien may extend to unimproved real property used for the construction or improvement. The Debt secured by the Lien may not be incurred more than one year after the later of the (a) acquisition, (b) completion of construction or improvement, or (c) commencement of full operation, of the property subject to the Lien;
          (3) the Lien is on property of a corporation at the time the corporation merges into or consolidates with the Company or a Restricted Subsidiary;
          (4) the Lien is on property at the time the Company or a Restricted Subsidiary acquires the property;
          (5) the Lien is on property of a corporation at the time the corporation becomes a Restricted Subsidiary;
          (6) the Lien secures Debt of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary;
          (7) the Lien is in favor of a government or governmental entity and secures (a) payments pursuant to a contract or statute or (b) Debt incurred to finance all or some of the purchase price or cost of construction or improvement of the property subject to the Lien;
          (8) the Lien extends, renews or replaces in whole or in part a Lien (“existing Lien”) permitted by any of clauses (1) through (7). The Lien may not extend beyond (a) the property subject to the existing Lien and (b) improvements and construction on such property. However, the Lien may extend to property that at the time is not Principal Property. The Debt secured by the Lien may not exceed the Debt secured at the time by the existing Lien unless the existing Lien or a predecessor Lien was incurred under clause (1) or (6); or
          (9) the Debt plus all other Debt secured by Liens on Principal Property at the time does not exceed 10% of Consolidated Net Tangible Assets. However, the following Debt shall be excluded from all other Debt in the determination: (a) Debt secured by a Lien permitted by any of clauses (1) through (8) and (b) Debt secured by a Lien incurred prior to the date of this Indenture that would have been permitted by any of those clauses if this Indenture had been in effect at the time the Lien was incurred. Attributable Debt for any lease permitted by clause (4) of Section 4.05 must be included in the determination and treated as Debt secured by a Lien on Principal Property not otherwise permitted by any of clauses (1) through (8).

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SECTION 4.05. Limitation on Sale and Leaseback.
          The Company shall not, and shall not permit any Restricted Subsidiary to, enter into a Sale-Leaseback Transaction unless:
          (1) the lease has a term of three years or less;
          (2) the lease is between the Company and a Restricted Subsidiary or between Restricted Subsidiaries;
          (3) the Company or a Restricted Subsidiary under any of clauses (2) through (8) of Section 4.04 could create a Lien on the property to secure Debt at least equal in amount to the Attributable Debt for the lease;
          (4) the Company or a Restricted Subsidiary under clause (9) of Section 4.04 could create a Lien on the property to secure Debt at least equal in amount to the Attributable Debt for the lease; or
          (5) the Company or a Restricted Subsidiary within 180 days of the effective date of the lease retires Long-Term Debt of the Company or a Restricted Subsidiary at least equal in amount to the Attributable Debt for the lease. A Debt is retired when it is paid or cancelled. However, the Company or a Restricted Subsidiary may not receive credit for retirement of: Debt of the Company that is subordinated to the Securities; or Debt, if paid in cash, that is owned by the Company or a Restricted Subsidiary.
SECTION 4.06. Limitation on Debt of Restricted Subsidiaries.
          The Company shall not permit any Restricted Subsidiary to incur any Debt unless:
          (1) such Restricted Subsidiary could create Debt secured by Liens in accordance with Section 4.04 in an amount equal to such Debt, without equally and ratably securing the Securities;
          (2) the Debt is owed to the Company or another Restricted Subsidiary;
          (3) the Debt is Debt of a corporation at the time the corporation becomes a Restricted Subsidiary;
          (4) the Debt is Debt of a corporation at the time the corporation merges into or consolidates with a Restricted Subsidiary or at the time of a sale, lease or other disposition of its properties as an entirety or substantially as an entirety to a Restricted Subsidiary;
          (5) the Debt is incurred to finance all or some of the purchase price or the cost of construction or improvement of property of the Restricted Subsidiary. The Debt may

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not be incurred more than one year after the later of the (a) acquisition, (b) completion of construction or improvement or (c) commencement of full operation, of the property;
          (6) the Debt is incurred for the purpose of extending, renewing or replacing in whole or in part Debt permitted by any of clauses (1) through (5); or
          (7) the Debt plus all other Debt of Restricted Subsidiaries at the time does not exceed 10% of Consolidated Net Tangible Assets. However, the following Debt shall be excluded from all other Debt in the determination: (a) Debt permitted by any of clauses (1) through (6) and (b) Debt incurred prior to the date of the Indenture that would have been permitted by any of those clauses if the Indenture had been in effect at the time the Debt was incurred.
SECTION 4.07. No Lien Created, etc.
          This Indenture and the Securities do not create a Lien, charge or encumbrance on any property of the Company or any Subsidiary.
SECTION 4.08. Compliance Certificate.
          The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, a brief certificate signed by the principal executive officer, principal financial officer or principal accounting officer of the Company, as to the signer’s knowledge of the Company’s compliance with all conditions and covenants under this Indenture (determined without regard to any period of grace or requirement of notice provided herein).
          Any other obligor on the Securities also shall deliver to the Trustee such a certificate similarly signed as to its compliance with this Indenture within 120 days after the end of each of its fiscal years.
          The certificates need not comply with Section 10.04.
SECTION 4.09. SEC Reports.
          The Company shall file with the Trustee, within 15 days after the Company is required to file the same with the SEC, copies of the annual reports and of the information, documents, and other reports (or such portions of the foregoing as the SEC may prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
          Any other obligor on the Securities shall do likewise as to the above items which it is required to file with the SEC pursuant to those Sections.

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ARTICLE 5 — SUCCESSORS
SECTION 5.01. When Company May Merge, etc.
          The Company shall not consolidate with or merge into, or transfer all or substantially all of its assets to, any person unless:
          (1) the person is organized under the laws of the United States or a State thereof;
          (2) the person assumes by supplemental indenture all the obligations of the Company under this Indenture, the Securities and any coupons;
          (3) immediately after the transaction no Default exists; and
          (4) if, as a result of the transaction, a Principal Property would become subject to a Lien not permitted by Section 4.04, the Company or such person secures the Securities equally and ratably with or prior to all obligations secured by the Lien.
          The successor shall be substituted for the Company, and thereafter all obligations of the Company under this Indenture, the Securities and any coupons shall terminate.
ARTICLE 6 — DEFAULTS AND REMEDIES
SECTION 6.01. Events of Default.
          An “Event of Default” on a series occurs if:
          (1) the Company defaults in any payment of interest on any Securities of the series when the same becomes due and payable and the Default continues for a period of 10 days;
          (2) the Company defaults in the payment of the principal of any Securities of the series when the same becomes due and payable at maturity or upon redemption, acceleration or otherwise;
          (3) the Company defaults in the performance of any of its other agreements applicable to the series and the Default continues for 90 days after the notice specified below;
          (4) the Company pursuant to or within the meaning of any Bankruptcy Law:
  (A)   commences a voluntary case,
 
  (B)   consents to the entry of an order for relief against it in an involuntary case,

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  (C)   consents to the appointment of a Custodian for it or for all or substantially all of its property, or
 
  (D)   makes a general assignment for the benefit of its creditors;
          (5) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
  (A)   is for relief against the Company in an involuntary case,
 
  (B)   appoints a Custodian for the Company or for all or substantially all of its property, or
 
  (C)   orders the liquidation of the Company; and the order or decree remains unstayed and in effect for 60 days; or
          (6) any other Event of Default provided for in the series.
          The term “Bankruptcy Law” means Title 11, U.S Code or any similar Federal or State law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator or a similar official under any Bankruptcy Law.
          A Default under clause (3) is not an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the series notify the Company of the Default and the Company does not cure the Default within the time specified after receipt of the notice. The notice must specify the Default, demand that it be remedied and state that the notice is a “Notice of Default.” If Holders notify the Company of a Default, they shall notify the Trustee at the same time.
SECTION 6.02. Acceleration.
          If an Event of Default occurs and is continuing on a series, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the series by notice to the Company and the Trustee, may declare the principal of and accrued interest on all the Securities of the series to be due and payable immediately. Discounted Securities may provide that the amount of principal due upon acceleration is less than the stated principal amount.
          The Holders of a majority in principal amount of the series by notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default on the series have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration.

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SECTION 6.03. Other Remedies.
          If an Event of Default occurs and is continuing on a series, the Trustee may pursue any available remedy to collect principal or interest then due on the series, to enforce the performance of any provision applicable to the series, or otherwise to protect the rights of the Trustee and Holders of the series.
          The Trustee may maintain a proceeding even if it does not possess any of the Securities or coupons or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.
SECTION 6.04. Waiver of Past Defaults.
          Unless the Bond Resolution otherwise provides, the Holders of a majority in principal amount of a series by notice to the Trustee may waive an existing Default on the series and its consequences except:
          (1) a Default in the payment of the principal of or interest on the series, or
          (2) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Securityholder affected.
SECTION 6.05. Control by Majority.
          The Holders of a majority in principal amount of a series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or of-exercising any trust or power conferred on the Trustee, with respect to the series. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture.
SECTION 6.06. Limitation on Suits.
          A Securityholder of a series may pursue a remedy with respect to the series only if:
          (1) the Holder gives to the Trustee notice of a continuing Event of Default on the series;
          (2) the Holders of at least 25% in principal amount of the series make a request to the Trustee to pursue the remedy;
          (3) such Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense;

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          (4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and
          (5) during such 60-day period the Holders of a majority in principal amount of the series do not give the Trustee a direction inconsistent with such request.
          A Securityholder may not use this Indenture to prejudice the rights of another Securityholder or to obtain a preference or priority over another Securityholder.
SECTION 6.07. Collection Suit by Trustee.
          If an Event of Default in payment of interest or principal specified in Section 6.01(1) or (2) occurs and is continuing on a series, the Trustee may recover judgment in it own name and as trustee of an express trust against the Company for the whole amount of principal and interest remaining unpaid on the series.
SECTION 6.08. Priorities.
          If the Trustee collects any money for series pursuant to this Article, it shall pay out the money in the following order:
          First: to the Trustee for amounts due under Section 7.06;
          Second: to Securityholders of the series for amounts due and unpaid for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable for principal and interest, respectively; and
          Third: to the Company.
          The Trustee may fix a payment date for any payment to Securityholders.
ARTICLE 7 — TRUSTEE
SECTION 7.01. Rights of Trustee.
          (1) The Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.
          (2) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Certificate or Opinion.

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     (3) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.
     (4) The Trustee shall not be liable for any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05.
     (5) The Trustee may refuse to perform any duty or exercise any right or power which it reasonably believes may expose it to any loss, liability or expense unless it receives indemnity satisfactory to it against such loss, liability or expense.
     (6) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
     (7) The Trustee shall have no duty with respect to a Default unless it has actual knowledge of the Default.
     (8) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized and within its powers.
     (9) Any Agent shall have the same rights and be protected to the same extent as if it were Trustee.
SECTION 7.02. Individual Rights of Trustee.
     The Trustee in its individual or any other capacity may become the owner or pledgee of Securities or coupons and may otherwise deal with the Company or an Affiliate with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights.
SECTION 7.03. Trustee’s Disclaimer.
     The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities or any coupons; it shall not be accountable for the Company’s use of the proceeds from the Securities; it shall not be responsible for any statement in the Securities or any coupons; it shall not be responsible for any overissue; it shall not be responsible for determining whether the form and terms of any Securities or coupons were established in conformity with this Indenture; and it shall not be responsible for determining whether any Securities were issued in accordance with this Indenture.
SECTION 7.04. Notice of Defaults.
     If a Default occurs and is continuing on a series and if it is known to the Trustee, the Trustee shall mail a notice of the Default within 90 days after it occurs to Holders of Registered Securities of the series. Except in the case of a Default in payment on a series, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good

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faith determines that withholding the notice is in the interest of Holders of the series. The Trustee shall withhold notice of a Default described in Section 6.01(3) until at least 90 days after it occurs.
SECTION 7.05. Reports by Trustee to Holders.
     Any report required by TIA § 313(a) to be mailed to Securityholders shall be mailed by the Trustee on or before June 30 of each year.
     A copy of each report at the time of its mailing to Securityholders shall be filed with the SEC and each stock exchange on which any Securities are listed. The Company shall notify the Trustee when any Securities are listed on a stock exchange.
SECTION 7.06. Compensation and Indemnity.
     The Company shall pay to the Trustee from time to time reasonable compensation for its services. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel.
     The Company shall indemnify the Trustee against any loss or liability incurred by it. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent.
     The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through negligence or bad faith.
     To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities and any coupons on all money or property held or collected by the Trustee, except that held in trust to pay principal or interest on particular securities.
SECTION 7.07. Replacement of Trustee.
     A resignation of removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section.
     The Trustee may resign by so notifying the Company. The Holders of a majority in principal amount of the Securities may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee with the Company’s consent.
     The Company may remove the Trustee if:

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     (1) the Trustee fails to comply with TIA § 310(a) or § 310(b) or with Section 7.09;
     (2) the Trustee is adjudged a bankrupt or an insolvent;
     (3) a Custodian or other public officer takes charge of the Trustee or its property;
     (4) the Trustee becomes incapable or acting; or
     (5) an event of the kind described in Section 6.01(4) or (5) occurs with respect to the Trustee.
     The Company also may remove the Trustee with or without cause if the Company so notifies the Trustee six months in advance and if no Default occurs during the six-month period.
     If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee.
     If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee.
     If the Trustee fails to comply with TIA § 310(a) or § 310(b) or with Section 7.09, any Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.
     A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders of Registered Securities. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.06.
SECTION 7.08. Successor Trustee by Merger, etc.
     If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee.

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SECTION 7.09. Trustee’s Capital and Surplus.
     The Trustee at all times shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published report of condition.
SECTION 7.10. No Conflicting Interest.
     In determining whether the Trustee has a conflicting interest under TIA § 310(b)(1) the following are excluded: (i) Indenture dated as of March 1, 1987 between Union Carbide Chemicals and Plastics Company Inc. (formerly Union Carbide Corporation) and Continental Bank, National Association (formerly Continental Illinois National Bank and Trust Company of Chicago), Trustee, for 9 3/4% Senior Subordinated Notes Due 1994 and (2) Trust Agreement dated as of December 15, 1976 between General Electric Credit Corporation and Continental Bank, National Association (formerly Continental Illinois National Bank and Trust Company of Chicago), as Trustee, for Trust No. 13.
ARTICLE 8- DISCHARGE OF INDENTURE
SECTION 8.01. Defeasance.
     Securities of a series may be defeased in accordance with their terms and, unless the Bond Resolution otherwise provides, in accordance with this Article.
     The Company at any time may terminate as to a series all of its obligations under this Indenture, the Securities of the series and any related coupons (“legal defeasance option”). The Company at any time may terminate as to a series its obligations under Sections 4.04, 4.05 and 4.06 (“covenant defeasance option”). However, in the case of the legal defeasance option, the Company’s obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.06, 7.07 and 8.04 shall survive until the Securities of the series are no longer outstanding; thereafter the Company’s obligations in Section 7.06 shall survive.
     The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, a series may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, a series may not be accelerated by reference to Section 4.04, 4.05 or 4.06.
     The Trustee upon request shall acknowledge in writing the discharge of those obligations that the Company terminates.
SECTION 8.02. Conditions to Defeasance.
     The Company may exercise as to a series its legal defeasance option or its covenant defeasance option if:

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     (1) the Company irrevocably deposits in trust with the Trustee or another trustee money or U.S. Government Obligations;
     (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due on the deposited U.S. Government Obligations without reinvestment plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Securities of the series to maturity or redemption, as the case may be;
     (3) immediately after the deposit no Default exists;
     (4) the deposit does not constitute a default under any other agreement binding on the Company;
     (5) the deposit does not cause the Trustee to have a conflicting interest under TIA § 310(a) or § 310(b) as to another series;
     (6) the Company delivers to the Trustee an Opinion of Counsel to the effect that Holders of the series will not recognize income, gain or loss for Federal income tax purposes as a result of the defeasance;
     (7) the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; and
     (8) 91 days pass after the deposit is made and during the 91-day period no Default specified in Section 6.01(4) or (5) occurs that is continuing at the end of the period.
          Before or after a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article 3.
          “U.S. Government Obligations” means direct obligations of the United States which have the full faith and credit of the United States pledged for payment and which are not callable at the issuer’s option, or certificates representing an ownership interest in such obligations.
SECTION 8.03. Application of Trust Money.
          The Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant to Section 8.02. It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent and in accordance with this Indenture to the payment of principal and interest on Securities of the defeased series.

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SECTION 8.04. Repayment to Company.
          The Trustee and the Paying Agent shall promptly turn over to the Company upon request any excess money or securities held by them at any time.
          The Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the Company, Securityholders entitled to the money must look to the Company for payment as unsecured general creditors unless an abandoned property law designates another person.
ARTICLE 9- AMENDMENTS
SECTION 9.01. Without Consent of Holders.
          The Company and the Trustee may amend this Indenture, the Securities or any coupons without the consent of any Securityholder:
  (1)   to cure any ambiguity, omission, defect or inconsistency;
 
  (2)   to comply with Article 5;
 
  (3)   to provide that specific provisions of this Indenture shall not apply to a series not previously issued;
 
  (4)   to create a series and establish its terms;
 
  (5)   to provide for a separate Trustee for one or more series; or
 
  (6)   to make any change that does not materially adversely affect the rights of any Securityholder.
SECTION 9.02. With Consent of Holders.
          Unless the Bond Resolution otherwise provides, the Company and the Trustee may amend this Indenture, the Securities and any coupons with the written consent of the Holders of a majority in principal amount of the Securities of all series affected by the amendment voting as one class. However, without the consent of each Securityholder affected, an amendment under this Section may not:
  (1)   reduce the amount of Securities whose Holders must consent to an amendment;
 
  (2)   reduce the interest on or change the time for payment of interest on any Security;
 
  (3)   change the fixed maturity of any Security;

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  (4)   reduce the principal of any non-Discounted Security or reduce the amount of principal of any Discounted Security that would be due upon an acceleration thereof;
 
  (5)   change the currency in which principal or interest on a Security is payable; or
 
  (6)   make any change in Section 6.04 or 9.02, except to increase the amount of Securities whose Holders must consent to an amendment or waiver or to provide that other provisions of this Indenture cannot be amended or waived without the consent of each Securityholder affected thereby.
          An amendment of a provision included solely for the benefit of one or more series does not affect Securityholders of any other series.
          Securityholders need not consent to the exact text of a proposed amendment or waiver; it is sufficient if they consent to the substance thereof.
SECTION 9.03. Compliance with Trust Indenture Act.
          Every amendment pursuant to Section 9.01 or 9.02 shall be set forth in a supplemental indenture that complies with the TIA as then in effect.
          If a provision of the TIA requires or permits a provision of this Indenture and the TIA provision is amended, then the Indenture provision shall be automatically amended to like effect.
SECTION 9.04. Effect of Consents.
          An amendment or waiver becomes effective in accordance with its terms and thereafter binds every Securityholder entitled to consent to it.
          A consent to an amendment or waiver by a Holder of a Security is a continuing consent by the Holder and every subsequent Holder of a Security that evidences the same debt as the consenting Holder’s Security. Any Holder or subsequent Holder may revoke the consent as to his Security if the Trustee receives notice of the revocation before the amendment or waiver becomes effective.
          The Company may fix a record date for the determination of Holders of Registered Securities entitled to give a consent. The record date shall not be less than 10 nor more than 60 days prior to the first written solicitation of Securityholders.

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SECTION 9.05. Notation on or Exchange of Securities.
     The Company or the Trustee may place an appropriate notation about an amendment or waiver on any Security thereafter authenticated. The Company may issue in exchange for affected Securities new Securities that reflect the amendment or waiver.
SECTION 9.06. Trustee Protected.
     The Trustee need not sign any supplemental indenture that adversely affects its rights.
ARTICLE 10 — MISCELLANEOUS
SECTION 10.01. Trust Indenture Act.
     The provisions of TIA §§ 310 through 317 that impose duties on any person (including the provisions automatically deemed included herein unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein.
     If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control.
SECTION 10.02. Notices.
     Any notice by one party to another is duly given if in writing and delivered in person, sent by facsimile transmission confirmed by mail or mailed by first-class mail to the other’s address shown below:
     
Company:
  Praxair, Inc.
 
  39 Old Ridgebury Road
 
  Danbury, CT 06817-0001
 
   
 
  Attention: Treasurer
 
   
Trustee:
  Continental Bank, National Association
 
  231 South LaSalle Street, 7th Floor
 
  Chicago, IL 60697
 
   
 
  Attention: Corporate Trust Department
     A party by notice to the other parties may designate additional or different addresses for subsequent notices.

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          Any notice mailed to a Securityholder shall be mailed to his address shown on the register kept by the Transfer Agent or on the list referred to in Section 2.06. Failure to mail a notice to a Securityholder or any defect in a notice mailed to a Securityholder shall not affect the sufficiency of the notice mailed to other Securityholders or the sufficiency of any published notice.
          If a notice is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.
          If the Company mails a notice to Securityholders, it shall mail a copy to the Trustee and each Agent at the same time.
          If in the Company’s opinion it is impractical to mail a notice required to be mailed or to publish a notice reguired to be published, the Company may give such substitute notice as the Trustee approves. Failure to publish a notice as required or any defect in it shall not affect the sufficiency of any mailed notice.
          All notices shall be in the English language, except that any published notice may be in an official language of the country of publication.
          A “notice” includes any communication required by this Indenture.
SECTION 10.03. Certificate and Opinion as to Conditions Precedent.
          Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall if so requested furnish to the Trustee:
  (1)   an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the Proposed action have been complied with; and
 
  (2)   an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.
SECTION 10.04. Statements Required in Certificate or Opinion.
          Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
  (1)   a statement that the person making such certificate or opinion has read such covenant or condition;
 
  (2)   a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

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  (3)   a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
 
  (4)   a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.
SECTION 10.05. Rules by Company and Agents.
          The Company may make reasonable rules for action by or a meeting of Securityholders. An Agent may make reasonable rules and set reasonable requirements for its functions.
SECTION 10.06. Legal Holidays.
          A “Legal Holiday” is a Saturday, a Sunday or a day on which banking institutions are not required to be open. If a payment date is a Legal Holiday at a place of payment, unless the Bond Resolution otherwise provides, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.
SECTION 10.07. No Recourse Against Others.
          All liability described in the Securities of any director, officer, employee or stockholder, as such, of the Company is waived and released.
SECTION 10.08. Duplicate Originals.
          The parties may sign any number of copies of this Indenture. One signed copy is enough to prove this Indenture.
SECTION 10.09. Governing Law.
          The laws of the State of New York shall govern this Indenture, the Securities and any coupons, unless federal law governs.

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SIGNATURES
                 
Dated: July 16, 1992       PRAXAIR, INC.    
 
               
 
      By:   /s/ John Clerico    
 
               
Attest:
          John Clerico    
 
               
/s/ Robert A. Bassett
          (SEAL)    
 
Robert A. Bassett
Assistant Secretary
               
                 
Dated: July 16, 1992       CONTINENTAL BANK, NATIONAL ASSOCIATION    
 
               
 
      By:   /s/
 
Vice President 		   
Attest:
               
 
               
                     /s/
 
Trust Officer
          (SEAL)    

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Exhibit 5
Cahill Gordon & Reindel llp
80 Pine Street
New York, New York 100005
212-701-3000
March 15, 2007
         
 
  Re:   Praxair, Inc.
 
      Registration Statement on
 
      Form S-3 (No. 333-139328)
Ladies and Gentlemen:
We have acted as special counsel to Praxair, Inc. (the “Company”) in connection with the registration statement on Form S-3 (No. 333-139328) (the “Registration Statement”) and the prospectus supplement dated March 7, 2007 (the “Prospectus Supplement”) relating to $325,000,000 aggregate principal amount of the Company’s 5.20% Notes due 2017 (the “Notes”) issued on the date hereof. The Notes were issued under an Indenture (the “Indenture”) dated as of July 15, 1992 between the Company and U.S. Bank National Association, as successor Trustee (the “Trustee”).
In rendering the opinion set forth herein, we have examined originals, photocopies or conformed copies of certain records of the Company, certain agreements, certificates of public officials, certificates of officers and representatives of the Company and certain other documents. In such examinations, we have assumed the genuineness of all signatures on original documents and the conformity to the originals of all copies submitted to us as conformed or photocopied.
Based on the foregoing, we advise you that in our opinion the Notes have been duly issued and delivered and, assuming the due execution and delivery of the Indenture by the Trustee and the due authentication of the Notes by the Trustee, are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer or similar laws affecting creditors’ rights generally and by general principles of equity.
We are members of the bar of the State of New York, and in rendering this opinion we express no opinion as to the laws of any jurisdiction other than the laws of the State of New York and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an Exhibit to the Form 8-K filed by the Company in connection with the issuance of the Notes. Such consent does not constitute a consent under Section 7 of the Securities Act of 1933, and by giving such consent we have not certified any part of the Registration Statement or the Prospectus Supplement and do not otherwise admit that we are within the categories of persons whose consent is required under said Section 7 or under the rules and regulations of the Securities and Exchange Commission thereunder.
         
 
  Very truly yours,    
 
       
 
  /s/ Cahill Gordon & Reindel llp
 
Cahill Gordon & Reindel llp 		   

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