Exhibit 4.2
________________________________________________________________________________
ONEOK, INC.
and
__________________________,
as Trustee
SUPPLEMENTAL INDENTURE NO. 1
Dated as of ______________, 1999
$___________________
_____% Junior Subordinated Debentures due 20__
________________________________________________________________________________
ONEOK, INC.
$_________________
___% Junior Subordinated Debentures due 20__
SUPPLEMENTAL INDENTURE ▇▇. ▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇, dated as of _____________, 1999 among ONEOK,
Inc., an Oklahoma corporation (the "Company"), and _______________________, a
national banking association duly organized and existing under the laws of the
United States, as Trustee (the "Trustee").
RECITALS
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The Company and the Trustee have heretofore executed a Junior Subordinated
Indenture dated as of ______________, 1999 (the "Indenture"), providing for the
issuance from time to time of series of the Company's Securities.
Section 3.1 of the Indenture provides for various matters with respect to
any series of Securities issued under the Indenture to be established in an
indenture supplemental to the Indenture.
Section 9.1(3) of the Indenture provides for the Company and the Trustee to
enter into an indenture supplemental to the Indenture to establish the form or
terms of Securities of any series as provided by Section 2.1 or 3.1 of the
Indenture.
For and in consideration of the premises and the issuance of the series of
Securities provided for herein, it is mutually covenanted and agreed, for the
equal and proportionate benefit of the Holders of the Securities of such series,
as follows:
ARTICLE 1
RELATION TO INDENTURE; DEFINITIONS
Section 1.1 This Supplemental Indenture No. 1 constitutes an integral
part of the Indenture.
Section 1.2 For all purposes of this Supplemental Indenture No. 1:
(1) Capitalized terms used herein without definition shall have the
meanings specified in the Indenture or in the Amended and Restated Trust
Agreement dated as of ___________, 1999, among the Company, as Depositor,
________________, as Property Trustee, _______________, as Delaware Trustee, and
the Administrative Trustee named therein, of ONEOK Capital Trust I, a Delaware
statutory business trust ("ONEOK Capital Trust I"), as the case may be;
(2) All references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this Supplemental
Indenture No. 1; and
(3) The terms "herein", "hereof", "hereunder" and other words of similar
import refer to this Supplemental Indenture No. 1.
ARTICLE 2
THE SERIES OF SECURITIES
Section 2.1 Title of the Debt Securities. There shall be a series of
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Debt Securities designated the "____% Junior Subordinated Debentures due 20__"
(the "Debt Securities").
Section 2.2 Limitation on Aggregate Principal Amount; Date of Debt
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Securities. The aggregate principal amount of the Debt Securities shall be
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limited to $_______________. Each Debt Security shall be dated the date of its
authentication.
Section 2.3 Principal Payment Date. The principal amount of the Debt
----------------------
Securities Outstanding (together with any accrued and unpaid interest (including
any Additional Interest) thereon) shall be payable in a single installment on
___________, 20__.
Section 2.4 Interest and Interest Rates. The rate of interest on each
---------------------------
Debt Security shall be ____% per annum, accruing from ____________, 1999 and,
subject to Section 2.5, interest shall be payable, quarterly in arrears, on
___________, ___________, ___________ and ___________ of each year (each such
date, an "Interest Payment Date"), commencing _____________, 1999. The rate of
any Additional Interest that shall accrue on each Debt Security shall be at the
same rate per annum. The amount of interest payable for any period shall be
computed on the basis of a 360-day year of twelve 30-day months. For any period
of less than a full month, interest payable shall reflect interest on the Debt
Securities computed on the basis of the actual number of elapsed days based on a
month of 30 days in a 360-day year. In the event that any date on which
interest is payable on a Debt Security is not a Business Day, then a payment of
the interest payable on such date will be made on the next succeeding day which
is a Business Day (and without any interest or other payment in respect of any
such delay), except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day, in each case with the same force and effect as if made on the date such
payment was originally payable. The interest installment so payable, and
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name such Debt Security (or one or more Predecessor
Securities) is registered in the Securities Register at the close of business on
the Regular Record Date for such interest installment, which, if such Debt
Security is a Global Security issued to the Depositary, shall be the close of
business on the Business Day next preceding such Interest Payment Date. The
interest so payable on any Debt Security which is not punctually paid or duly
provided for on any Interest Payment Date shall forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the Person in
whose name such Debt Security (or one or more Predecessor Securities) is
registered in the Securities Register at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Debt Securities not less
than 10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Debt Securities may be listed, and upon such notice as may
be required by such exchange, all as more fully provided in the Indenture.
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Section 2.5 Extension of Interest Payment Period. (a) So long as no
------------------------------------
Event of Default shall have occurred and be continuing, the Company shall have
the right, at any time during the term of the Debt Securities, from time to
time, to defer the payment of interest on the Debt Securities for up to [20]
consecutive quarters with respect to each deferred period (each, an "Extension
Period"), during which Extension Periods the Company shall have the right to
make partial payments of interest on any Interest Payment Date. No Extension
Period shall end on a date other than an Interest Payment Date. At the end of
any such Extension Period the Company shall pay all interest then accrued and
unpaid on the Debt Securities (together with Additional Interest thereon, if
any, at the annual rate of ____%, compounded quarterly, to the extent permitted
by applicable law), provided, that no Extension Period shall extend beyond the
Maturity of the principal of the Debt Securities; provided, further, that during
any such Extension Period, the Company shall not (i) declare or pay any
dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock or (ii) make any
payment of principal of or interest or premium, if any, on or repay, repurchase
or redeem, any debt security issued by it that ranks pari passu with or junior
in interest to the Debt Securities or make any guarantee payments with respect
to any guaranty by the Company of the debt securities of any Subsidiary of the
Company that by their terms rank pari passu with or junior in interest to the
Debt Securities (other than (a) dividends or distributions in Common Stock, (b)
any declaration of a dividend in connection with the implementation of a Rights
Plan, the issuance of any Common Stock or any class or series of preferred stock
of the Company under any Rights Plan or the repurchase of any rights distributed
pursuant to a Rights Plan, (c) purchases of Common Stock related to the issuance
of Common Stock under any of the Company's benefit plans for their respective
directors, officers or employees). Prior to the termination of any such
Extension Period, the Company may further extend the interest payment period.
Notwithstanding any provision of this Supplemental Indenture No. 1 or the
Indenture to the contrary, no Extension Period shall exceed [20] consecutive
quarters or extend beyond the Maturity of the Debt Securities. Upon termination
of any such Extension Period and upon the payment of all accrued and unpaid
interest and any Additional Interest then due, the Company may elect to begin a
new Extension Period, subject to the requirements hereof. No interest shall be
due and payable during an Extension Period, except at the end thereof. The
Company shall give the Holders of the Debt Securities and the Property Trustee,
the Administrative Trustee and the Trustee notice of its election to begin or
extend any such Extension Period at least one Business Day prior to the earlier
of (i) the next succeeding date on which Distributions on the Preferred
Securities of ONEOK Capital Trust I would have been payable except for the
election to begin or extend such Extension Period or (ii) the date the
Administrative Trustee is required to give notice to any securities exchange or
other applicable self-regulatory organization or to holders of such Preferred
Securities of ONEOK Capital Trust I of the record date or the date such
Distributions are payable, but in any event not less than one Business Day prior
to such record date. The Trustee shall promptly give notice of the Company's
election to begin or extend any such Extension Period to the holders of the
outstanding Debt Securities, and pursuant to Section 8.2 of the Trust Agreement,
within five Business Days following receipt of notice of the Company's election
to defer the payment of interest on the Debt Securities, the Administrative
Trustee shall notify the holders of the Preferred Securities of ONEOK Capital
Trust I and the Property Trustee of such election.
Section 2.6 Place of Payment. The Place of Payment where the Debt
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Securities may be presented or surrendered for payment, where the Debt
Securities may be surrendered for registration
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of transfer or exchange and where notices and demands to or upon the Company in
respect of the Debt Securities and the Indenture may be served shall be the
Corporate Trust Office of the Trustee.
Section 2.7 Redemption. At any time on or after ___________, 20__, the
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Company may, at its option, subject to the terms and conditions of Article XI of
the Indenture, redeem the Debt Securities in whole at any time or in part from
time to time, without premium or penalty, at a redemption price equal to 100% of
the principal amount thereof plus the accrued and unpaid interest, including
Additional Interest, if any, to the date fixed for redemption.
If a Special Event in respect of ONEOK Capital Trust I shall occur and be
continuing, the Company may, at its option, redeem the Debt Securities within 90
days of the occurrence of such Special Event, in whole but not in part, subject
to the provisions of Article XI of the Indenture. The redemption price for any
Debt Security so redeemed shall be equal to 100% of the principal amount thereof
plus accrued and unpaid interest, including Additional Interest, if any, to the
date fixed for redemption.
Section 2.8 Exchange. At any time, the Company may terminate ONEOK
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Capital Trust I and cause the Debt Securities to be distributed to Holders of
the Trust Securities of ONEOK Capital Trust I in liquidation of ONEOK Capital
Trust I.
Section 2.9 Denomination. The Debt Securities shall be in registered
------------
form without coupons and shall be issuable in denominations of [$25] and
integral multiples thereof.
Section 2.10 Currency. Principal and interest and other amounts payable
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on the Debt Securities shall be payable in Dollars.
Section 2.11 Form of Debt Securities. The Debt Securities shall be
-----------------------
substantially in the form attached as Exhibit A hereto.
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Section 2.12 Securities Registrar and Paying Agent. The Trustee shall
-------------------------------------
initially serve as Securities Registrar and Paying Agent.
Section 2.13 Sinking Fund Obligations. The Company has no obligation to
------------------------
redeem or purchase any Debt Securities pursuant to any sinking fund or analogous
requirement or upon the happening of a specified event or at the option of a
Holder thereof.
ARTICLE 3
Miscellaneous Provisions
Section 3.1 The Indenture, as supplemented and amended by this
Supplemental Indenture No. 1, is in all respects hereby adopted, ratified and
confirmed.
Section 3.2 This Supplemental Indenture No. 1 may be executed in any
number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.
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Section 3.3 THIS SUPPLEMENTAL INDENTURE NO. 1 AND EACH SECURITY SHALL
BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture No. 1 to be duly executed, as of the day and year first written above.
ONEOK, Inc.
By:________________________________
Its:
Attest:___________________
Secretary
Executed in ___________________.
___________________, as Trustee
By:________________________________
Name:
Title:
Executed in ____________________.
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EXHIBIT A
[FORM OF FACE OF SECURITY]
[IF THE SECURITY IS TO BE A GLOBAL SECURITY - This Security is a Global
Security within the meaning of the Indenture hereinafter referred to and is
registered in the name of The Depository Trust Company (the "Depository") or a
nominee of the Depository. This Security is exchangeable for Securities
registered in the name of a person other than the Depository or its nominee only
in the limited circumstances described in the Indenture and may not be
transferred except as a whole by the Depository to a nominee of the Depository
or by a nominee of the Depository to the Depository or another nominee of the
Depository.]
ONEOK, INC.
____% Junior Subordinated Debentures due 20__
No. ___________ $_____________ CUSIP____________
ONEOK, Inc., a corporation organized and existing under the laws of
Oklahoma (the "Company," which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to _______________, or registered assigns, the principal sum of_________________
Dollars on _____________, 20__. The Company further promises to pay interest on
said principal sum from _______________, 1999 or from the most recent interest
payment date (each such date, an "Interest Payment Date") on which interest has
been paid or duly provided for, quarterly (subject to deferral as set forth
herein) in arrears on ____________, ____________, ____________ and ____________
of each year, commencing ____________, 1999, at the rate of ____% per annum,
until the principal hereof shall have become due and payable, plus Additional
Interest, if any, until the principal hereof is paid or duly provided for or
made available for payment and on any overdue principal and (without duplication
and to the extent that payment of such interest is enforceable under applicable
law) on any overdue installment of interest at the rate of ____% per annum,
compounded quarterly. The amount of interest payable for any period will be
computed on the basis of twelve 30-day months and a 360-day year. The amount of
interest payable for any partial period shall be computed on the basis of the
actual number of elapsed days based on a 360-day year of twelve 30-day months.
In the event that any date on which interest is payable on this Security is not
a Business Day, then a payment of the interest payable on such date will be made
on the next succeeding day which is a Business Day (and without any interest or
other payment in respect of any such delay), except that, if such Business Day
is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on the date the payment was originally payable. A "Business Day"
shall mean any day other than (i) a Saturday or Sunday, (ii) a day on which
banking institutions in The City of New York are authorized or required by law
or executive order to remain closed or (iii) a day on which the Corporate Trust
Office of the Trustee or the principal office of the Property Trustee under the
Trust Agreement hereinafter referred to for ONEOK Capital Trust I, is closed for
business. The interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the Person in whose name
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this Security (or one or more Predecessor Securities, as defined in the
Indenture) is registered at the close of business on the Regular Record Date for
such interest installment, which shall be (i) in the case of Securities of this
series represented by one or more Global Securities, the Business Day next
preceding such Interest Payment Date and (ii) in the case of Securities not
represented by one or more Global Securities, the date which is fifteen days
next preceding such Interest Payment Date (whether or not a Business Day). Any
such interest installment not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed or
traded, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.
So long as no Event of Default under the Indenture shall have occurred and
be continuing, the Company shall have the right at any time during the term of
this Security to defer the payment of interest on such Security, at any time or
from time to time for up to [20] consecutive quarterly interest payment periods
with respect to each deferral period (each an "Extension Period"), during which
Extension Periods the Company shall have the right to make payments of interest
on any Interest Payment Date, and at the end of which the Company shall pay all
interest then accrued and unpaid (together with Additional Interest thereon to
the extent permitted by applicable law); provided, however, that no Extension
Period shall extend beyond the Maturity of the principal of this Security;
provided further, that during any Extension Period, the Company shall not (i)
declare or pay any dividends or distributions on, or redeem, purchase, acquire
or make a liquidation payment with respect to, any of its capital stock or (ii)
make any payment of principal of, or interest or premium, if any, on, or repay,
repurchase or redeem any debt security issued by it that ranks pari passu with
or junior in interest to this Security or make any guarantee payments with
respect to any guarantee by the Company of the debt securities of any of its
Subsidiaries if such guarantee ranks pari passu with or junior in interest to
this Security (other than (a) dividends or distributions in Common Stock, (b)
any declaration of a dividend in connection with the implementation of a Rights
Plan, the issuance of any Common Stock or any class or series of preferred stock
of the Company under any Rights Plan or the repurchase of any rights distributed
pursuant to a Rights Plan, and (c) purchases of Common Stock related to the
issuance of Common Stock under any of the Company's benefit plans for their
respective directors, officers or employees). Prior to the termination of any
such Extension Period, the Company may further extend the interest payment
period; provided that no Extension Period shall exceed [20] consecutive quarters
or extend beyond the Maturity of this Security. Upon the termination of any
such Extension Period and upon the payment of all accrued and unpaid interest
and any Additional Interest then due, the Company may elect to begin a new
Extension Period, subject to the requirements hereof. No interest shall be due
and payable during an Extension Period except at the end thereof. The Company
shall give the Holder of this Security and the Trustee written notice of its
election to begin any Extension Period at least one Business Day prior to the
earlier of (i) the next succeeding date on which Distributions on the Preferred
Securities of ONEOK Capital Trust I would be payable but for such deferral or
(ii) the date the Administrative Trustee is required to give notice to any
securities exchange or other applicable self-regulatory organization or to
holders
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of such Preferred Securities of the record date or the date such Distributions
are payable, but in any event not less than one Business Day prior to such
record date.
Payment of the principal of and interest on this Security will be made at
the office or agency of the Company maintained for that purpose in the United
States, in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Company payment of interest may be made (i)
by check mailed to the address of the Person entitled thereto as such address
shall appear in the Securities Register or (ii) by wire transfer in immediately
available funds at such place and to such account as may be designated by the
Person entitled thereto as specified in the Securities Register.
The indebtedness evidenced by this Security is, to the extent provided in
the Indenture, subordinate and subject in right of payments to the prior payment
in full of all Senior Debt of the Company, and this Security is issued subject
to the provisions of the Indenture with respect thereto. Each Holder of this
Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take such
actions as may be necessary or appropriate to effectuate the subordination so
provided and (c) appoints the Trustee his attorney-in-fact for any and all such
purposes. Each Holder hereof, by his acceptance hereof, waives all notice of
the acceptance of the subordination provisions contained herein and in the
Indenture by each holder of Senior Debt of the Company, whether now outstanding
or hereafter incurred, and waives reliance by each such holder upon said
provisions.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
ONEOK, Inc.
By:_______________________________
[President or Vice President]
Attest:
_____________________________________
[Secretary or Assistant Secretary]
SWORN TO ME and subscribed in my presence in the City of _______________,
State of _______________ this ____ day of _______________, 1999.
__________________________________
Notary Public
Commission Expires:_______________
[NOTARIAL SEAL]
This is one of the Securities referred to in the within-mentioned Indenture.
Dated:
______________________, as Trustee
By:_______________________________
Authorized Officer
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[FORM OF REVERSE OF SECURITY]
This Security is one of a duly authorized issue of securities of the Company
(the "Securities"), issued and to be issued in one or more series under the
Junior Subordinated Indenture dated as of ________________, 1999, as
supplemented and amended (the "Indenture"), between the Company and
___________________, as Trustee (the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto (including, without limitation, Supplemental Indenture No.
1 thereto) reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Trustee, the
Company and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is
one of the series designated on the face hereof, limited in aggregate principal
amount to $____________.
All terms used in this Security that are defined in the Indenture or in the
Amended and Restated Trust Agreement dated as of ______________, 1999 (the
"Trust Agreement"), for ONEOK Capital Trust I among the Company, as Depositor,
and the [Trustee] and the other trustees named therein, shall have the meanings
assigned to them in the Indenture or the Trust Agreement, as the case may be.
The Company may at any time, at its option, on or after _____________, 20__,
and subject to the terms and conditions of Article XI of the Indenture, redeem
this Security in whole at any time or in part from time to time, without premium
or penalty, at a redemption price equal to 100% of the principal amount thereof
plus the accrued and unpaid interest, including Additional Interest, if any, to
the Redemption Date.
Upon the occurrence and continuance of a Special Event in respect of ONEOK
Capital Trust I, the Company may, at its option, at any time within 90 days of
the occurrence of such Special Event, redeem this Security, in whole but not in
part, subject to the provisions of Section 11.7 and the other provisions of
Article XI of the Indenture, at a redemption price equal to 100% of the
principal amount thereof plus accrued and unpaid interest, including Additional
Interest, if any, to the Redemption Date.
In the event of redemption of this Security in part only, a new Security or
Securities of this series for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.
The Indenture contains provisions for satisfaction, discharge and defeasance
at any time of the entire indebtedness of this Security upon compliance by the
Company with certain conditions set forth in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
Company and the Trustee at any time to enter into a supplemental indenture or
indentures for the purpose of modifying in any manner the rights and obligations
of the Company and of the Holders of the Securities, with the consent of the
Holders of a majority in principal amount of the Outstanding Securities of each
series to be affected by such supplemental indenture. The Indenture also
contains provisions permitting Holders of specified percentages in principal
amount of the Securities of each series at the time
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Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.
As provided in and subject to the provisions of the Indenture, if an Event of
Default with respect to Securities of this series at the time Outstanding occurs
and is continuing, then and in every such case the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Securities of this series
may declare the principal amount of all the Securities of this series to be due
and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), provided that, if upon an Event of Default, the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of this series fail to declare the principal of all the
Securities of this series to be immediately due and payable, the holders of at
least 25% in aggregate Liquidation Amount of the Preferred Securities of ONEOK
Capital Trust I then outstanding shall have such right by a notice in writing to
the Company and the Trustee; and upon any such declaration the principal amount
of and the accrued interest (including any Additional Interest) on all the
Securities of this series shall become immediately due and payable, provided
that the payment of principal and interest (including any Additional Interest)
on such Securities shall remain subordinated to the extent provided in Article
XIII of the Indenture.
No reference herein to the Indenture and no provision of this Security or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal and interest on this Security
at the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Securities Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company maintained under Section 10.2 of the Indenture duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Securities Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees. No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company and the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Securities of this series are issuable only in registered form without
coupons in denominations of [$25] and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal
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amount of Securities of such series of a different authorized denomination, as
requested by the Holder surrendering the same.
The Company and, by its acceptance of this Security or a beneficial interest
therein, the Holder of, and any Person that acquires a beneficial interest in,
this Security agree that for United States federal, state and local tax purposes
it is intended that this Security constitute indebtedness.
THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF
LAWS PRINCIPLES THEREOF.
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