DENOMINATION AND DATE OF SECURITIES; PAYMENT OF PRINCIPAL AND INTEREST; GLOBAL SECURITIES. (a) The Securities shall be issuable in registered form without coupons. (b) The Securities shall be issuable in denominations of $100,000 and such greater denominations as are whole multiples of $1,000. Each Security shall be dated the Issue Date and shall bear interest on the unpaid principal amount thereof from and after the most recent Payment Date to which interest has been paid or, if no interest has been paid, from and after the Issue Date. (c) The Person in whose name any Security is registered at 5:00 p.m. New York City time on the fifth Business Day preceding any Payment Date for such Security shall be entitled to receive the Monthly Payment payable on such Payment Date, except that, if and to the extent the Issuer shall default in the payment of the Monthly Payment due on such Payment Date or shall not have duly provided for the payment thereof and no Advance has been made in respect thereof, such defaulted payment shall be paid to the Persons in whose names Outstanding Securities are registered on a subsequent date of record established by notice given by mail by or on behalf of the Issuer to the Holders of Securities not less than 10 days preceding such subsequent date of record and payment of such defaulted Monthly Payment shall be made not less than five days after such date of record. (d) The principal of and premium, if any, on the Securities at maturity or upon redemption in whole or in part shall be payable, together with accrued interest, upon surrender of the Securities at the offices of the co-paying agent of the Issuer designated for that purpose, as provided in Section 4.10. Monthly Payments on Securities will be made in U.S. dollars, by wire transfer to a bank in the United States in immediately available funds to the account of each Holder that has furnished written wire transfer instructions to the Trustee. (e) The First Mortgage Bonds shall be issued as one or more Global Certificates registered in the name of a nominee designated by the Depository, and Beneficial Owners shall hold interests in the Global Certificates through the book-entry facilities of the Depository in denominations of $100,000 and such greater denominations as are whole multiples of $1,000. The Global Certificates shall in all respects be entitled to the same benefits under this Indenture as any Individual Certificates authenticated and delivered hereunder. (f) The Issuer, the Trustee and any paying agent may for all purposes (including the making of payments due on the Global Certificates and the giving of notice to Holders thereof) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Global Certificates for the purposes of exercising the rights of Securityholders hereunder. The rights of Beneficial Owners with respect to Global Certificates shall be limited to those established by law and agreements among such Beneficial Owners and the Depository and Depository Participants. Except in the limited circumstances described below, Beneficial Owners of Global Certificates shall not be entitled to physical certificates for the Global Certificates as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Global Certificates shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. (g) The Security Registrar may establish a reasonable record date in connection with solicitations of consents from or voting by Securityholders and give notice to the Depository of such record date. Without the written consent of the Issuer and the Security Registrar, no Global Certificate may be transferred by the Depository except to a successor Depository that agrees to hold the Global Certificates for the account of the Beneficial Owners. (h) The Global Certificates (i) shall be delivered by the Trustee to the Depository and shall be registered in the name of Cede & Co. and (ii) shall bear legends substantially to the following effect: "Unless this bond is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Certificate Registrar for registration of transfer, exchange or payment, and any bond 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. "EACH TRANSFEREE OF A BENEFICIAL INTEREST IN THIS BOND SHALL BE DEEMED TO REPRESENT EITHER (A) THAT IT IS NOT, AND IS NOT USING THE ASSETS OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR (B) THAT IT HAS DETERMINED THAT, ASSUMING THIS BOND IS TREATED AS INDEBTEDNESS WITH NO SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF 29 C.F.R. ss. 2510.3-101, THE PURCHASE AND HOLDING OF A BENEFICIAL INTEREST IN THIS BOND BY THE TRANSFEREE WOULD NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE BECAUSE THE RELEVANT CONDITIONS FOR EXEMPTIVE RELIEF UNDER ONE OR MORE OF THE FOLLOWING PROHIBITED TRANSACTION CLASS EXEMPTIONS HAVE BEEN SATISFIED: PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 96-23 (RELATING TO TRANSACTIONS EFFECTED BY IN-HOUSE ASSET MANAGERS); PTCE 95-60 (RELATING TO CERTAIN TRANSACTIONS INVOLVING INSURANCE COMPANY GENERAL ACCOUNTS); PTCE 91-38 (RELATING TO INVESTMENTS BY BANK COLLECTIVE INVESTMENT FUNDS); PTCE 90-1 (RELATING TO INVESTMENTS BY INSURANCE COMPANY POOLED SEPARAT▇ ▇▇▇▇▇▇▇S); OR PTCE 84-14 (RELATING TO TRANSACTIONS EFFECTED BY A "QUALIFIED PROFESSIONAL ASSET MANAGER")." The Global Certificates may be deposited with such other Depository as the Trustee may from time to time designate, and shall bear such legend as may be appropriate. If (i) the Depository advises the Issuer and the Trustee in writing that the Depository is no longer willing, qualified or able properly to discharge its responsibilities as Depository, and the Issuer is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default, Beneficial Owners owning not less than a majority of the aggregate Outstanding principal amount of the Global Certificates for the First Mortgage Bonds advise the Depository through Depository Participants in writing that the continuation of a book-entry system through the Depository is no longer in the best interest of the Beneficial Owner or Owners of such Global Certificate, the Trustee shall notify the affected Beneficial Owners through the Depository of the occurrence of such event and the availability of Individual Certificates to such Beneficial Owner or Owners requesting them. Upon surrender to the Trustee of Global Certificates by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Trustee shall issue the Individual Certificates to, and the Security Registrar shall register such Individual Certificates in the names of, the respective Holders thereof. Neither the Trustee, the Security Registrar nor the Issuer shall be liable for any actions taken by the Depository or its nominee, including, without limitation, any delay in delivery of such instructions. Upon the issuance of Individual Certificates, the Trustee, the Security Registrar and the Issuer shall recognize the Holders of Individual Certificates as Securityholders hereunder. If the Trustee or any of its agents has instituted or has been directed to institute any judicial proceeding in a court to enforce the rights of the Securityholders under the Securities, and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Trustee to obtain possession of the Securities, the Trustee or any of its agents may in its sole discretion determine that the Securities represented by the Global Certificates shall no longer be represented by such Global Certificates. In such event, the Issuer will execute and the Trustee will authenticate and deliver, in exchange for such Global Certificates, Individual Certificates in an aggregate denomination equal to the aggregate denomination of such Global Certificates. (i) Interest on the Securities will be computed on the basis of a 360-day year consisting of twelve 30-day months.
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Sources: Restated Supplemental Indenture (Mid America Capital Partners L P), Restated Supplemental Indenture (Mid America Capital Partners L P)
DENOMINATION AND DATE OF SECURITIES; PAYMENT OF PRINCIPAL AND INTEREST; GLOBAL SECURITIES. (a) The Securities shall be issuable in registered form without coupons.
(b) The Securities shall be issuable in denominations of $100,000 and such greater denominations as are whole multiples of $1,000. Each Security shall be dated the Issue Date and shall bear interest on the unpaid principal amount thereof from and after the most recent Payment Date to which interest has been paid or, if no interest has been paid, from and after the Issue Date.
(c) The Person in whose name any Security is registered at 5:00 p.m. New York City time on the fifth Business Day preceding any Payment Date for such Security shall be entitled to receive the Monthly Payment payable on such Payment Date, except that, if and to the extent the Issuer shall default in the payment of the Monthly Payment due on such Payment Date or shall not have duly provided for the payment thereof and no Advance has been made in respect thereof, such defaulted payment shall be paid to the Persons in whose names Outstanding Securities are registered on a subsequent date of record established by notice given by mail by or on behalf of the Issuer to the Holders of Securities not less than 10 days preceding such subsequent date of record and payment of such defaulted Monthly Payment shall be made not less than five days after such date of record.
(d) The principal of and premium, if any, on the Securities at maturity or upon redemption in whole or in part shall be payable, together with accrued interest, upon surrender of the Securities at the offices of the co-paying agent of the Issuer designated for that purpose, as provided in Section 4.10. Monthly Payments on Securities will be made in U.S. dollars, by wire transfer to a bank in the United States in immediately available funds to the account of each Holder that has furnished written wire transfer instructions to the Trustee.
(e) The First Mortgage Bonds shall be issued as one or more Global Certificates registered in the name of a nominee designated by the Depository, and Beneficial Owners shall hold interests in the Global Certificates through the book-entry facilities of the Depository in denominations of $100,000 and such greater denominations as are whole multiples of $1,000. The Global Certificates shall in all respects be entitled to the same benefits under this Indenture as any Individual Certificates authenticated and delivered hereunder.
(f) The Issuer, the Trustee and any paying agent may for all purposes (including the making of payments due on the Global Certificates and the giving of notice to Holders thereof) deal with the Depository as the authorized representative of the Beneficial Owners with respect to the Global Certificates for the purposes of exercising the rights of Securityholders hereunder. The rights of Beneficial Owners with respect to Global Certificates shall be limited to those established by law and agreements among such Beneficial Owners and the Depository and Depository Participants. Except in the limited circumstances described below, Beneficial Owners of Global Certificates shall not be entitled to physical certificates for the Global Certificates as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Depository as Holder of the Global Certificates shall not be deemed inconsistent if they are made with respect to different Beneficial Owners.
(g) The Security Registrar may establish a reasonable record date in connection with solicitations of consents from or voting by Securityholders and give notice to the Depository of such record date. Without the written consent of the Issuer and the Security Registrar, no Global Certificate may be transferred by the Depository except to a successor Depository that agrees to hold the Global Certificates for the account of the Beneficial Owners.
(h) The Global Certificates (i) shall be delivered by the Trustee to the Depository and shall be registered in the name of Cede & Co. and (ii) shall bear legends a legend substantially to the following effect: "Unless this bond is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Certificate Registrar for registration of transfer, exchange or payment, and any bond 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. "EACH TRANSFEREE OF A BENEFICIAL INTEREST IN THIS BOND SHALL BE DEEMED TO REPRESENT EITHER (A) THAT IT IS NOT, AND IS NOT USING THE ASSETS OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR (B) THAT IT HAS DETERMINED THAT, ASSUMING THIS BOND IS TREATED AS INDEBTEDNESS WITH NO SUBSTANTIAL EQUITY FEATURES FOR PURPOSES OF 29 C.F.R. ss. 2510.3-101, THE PURCHASE AND HOLDING OF A BENEFICIAL INTEREST IN THIS BOND BY THE TRANSFEREE WOULD NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE BECAUSE THE RELEVANT CONDITIONS FOR EXEMPTIVE RELIEF UNDER ONE OR MORE OF THE FOLLOWING PROHIBITED TRANSACTION CLASS EXEMPTIONS HAVE BEEN SATISFIED: PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 96-23 (RELATING TO TRANSACTIONS EFFECTED BY IN-HOUSE ASSET MANAGERS); PTCE 95-60 (RELATING TO CERTAIN TRANSACTIONS INVOLVING INSURANCE COMPANY GENERAL ACCOUNTS); PTCE 91-38 (RELATING TO INVESTMENTS BY BANK COLLECTIVE INVESTMENT FUNDS); PTCE 90-1 (RELATING TO INVESTMENTS BY INSURANCE COMPANY POOLED SEPARAT▇ ▇▇▇▇▇▇▇S); OR PTCE 84-14 (RELATING TO TRANSACTIONS EFFECTED BY A "QUALIFIED PROFESSIONAL ASSET MANAGER")." The Global Certificates may be deposited with such other Depository as the Trustee Issuer may from time to time designate, and shall bear such legend as may be appropriate. If (i) the Depository advises the Issuer and the Trustee in writing that the Depository is no longer willing, qualified or able properly to discharge its responsibilities as Depository, and the Issuer is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default, Beneficial Owners owning not less than a majority of the aggregate in Outstanding principal amount of the Global Certificates for the First Mortgage Bonds advise the Depository through Depository Participants in writing that the continuation of a book-entry system through the Depository is no longer in the best interest of the Beneficial Owner or Owners of such Global Certificate, the Trustee shall notify the affected Beneficial Owners through the Depository of the occurrence of such event and the availability of Individual Certificates to such Beneficial Owner or Owners requesting them. Upon surrender to the Trustee of Global Certificates by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Trustee shall issue the Individual Certificates to, and the Security Registrar shall register such Individual Certificates in the names of, the respective Holders thereofCertificates. Neither the Trustee, the Security Registrar nor the Issuer shall be liable for any actions taken by the Depository or its nominee, including, without limitation, any delay in delivery of such instructions. Upon the issuance of Individual Certificates, the Trustee, the Security Registrar and the Issuer shall recognize the Holders of Individual Certificates as Securityholders hereunder. If the Trustee or any of its agents has instituted or has been directed to institute any judicial proceeding in a court to enforce the rights of the Securityholders under the Securities, and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Trustee to obtain possession of the Securities, the Trustee or any of its agents may in its sole discretion determine that the Securities represented by the Global Certificates shall no longer be represented by such Global Certificates. In such event, the Issuer will execute and the Trustee will authenticate and deliver, in exchange for such Global Certificates, Individual Certificates in an aggregate denomination equal to the aggregate denomination of such Global Certificates.
(i) Interest on the Securities will be computed on the basis of a 360-day year consisting of twelve 30-day months.
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