Exhibit 4.11
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FIRST SUPPLEMENTAL INDENTURE
between
THE LACLEDE GROUP, INC.
and
THE BANK OF NEW YORK
Dated as of , 2002
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TABLE OF CONTENTS
ARTICLE I. DEFINITIONS...........................................................................2
SECTION 1.1 Definition of Terms..........................................................2
ARTICLE II. GENERAL TERMS AND CONDITIONS..........................................................3
SECTION 2.1 Designation and Principal Amount.............................................3
SECTION 2.2 Maturity.....................................................................3
SECTION 2.3 Form and Payment.............................................................3
SECTION 2.4 Global Debenture.............................................................3
SECTION 2.5 Interest.....................................................................4
ARTICLE III. REDEMPTION OF THE DEBENTURES..........................................................5
SECTION 3.1 Special Event Redemption.....................................................5
SECTION 3.2 Optional Redemption by Issuer................................................6
SECTION 3.3 No Sinking Fund..............................................................6
ARTICLE IV. EXTENSION OF INTEREST PAYMENT PERIOD..................................................6
SECTION 4.1 Extension of Interest Payment Period.........................................6
SECTION 4.2 Notice of Extension..........................................................7
ARTICLE V. EXPENSES..............................................................................7
SECTION 5.1 Payment of Expenses..........................................................7
SECTION 5.2 Payment Upon Resignation or Removal..........................................8
ARTICLE VI. SUBORDINATION.........................................................................8
SECTION 6.1 Agreement to Subordinate.....................................................8
ARTICLE VII. COVENANT TO LIST ON EXCHANGE..........................................................8
SECTION 7.1 Listing on an Exchange.......................................................8
ARTICLE VIII. FORM OF DEBENTURES....................................................................8
SECTION 8.1 Form of Debenture............................................................8
ARTICLE IX. ORIGINAL ISSUE OF DEBENTURES.........................................................13
SECTION 9.1 Original Issue of Debentures................................................13
ARTICLE X. MISCELLANEOUS........................................................................13
SECTION 10.1 Provisions of Indenture for the Sole Benefit of Parties and Holders
of Trust Securities Notwithstanding.....................................13
SECTION 10.2 Ratification of Indenture...................................................13
SECTION 10.3 Trustee Not Responsible for Recitals........................................14
SECTION 10.4 Governing Law...............................................................14
SECTION 10.5 Separability................................................................14
SECTION 10.6 Counterparts................................................................14
FIRST SUPPLEMENTAL INDENTURE, dated as of , 2002, (the
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"First Supplemental Indenture"), between The Laclede Group, Inc., a Missouri
Corporation (the "Issuer"), and The Bank of New York, a New York banking
corporation, as trustee (the "Trustee") under the Indenture dated as of
, 2002 between the Issuer and the Trustee (the "Indenture").
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WHEREAS, the Issuer executed and delivered the Indenture to the
Trustee to provide for the future issuance of the Issuer's Securities to be
issued from time to time in one or more series as might be determined by the
Issuer under the Indenture, in an unlimited aggregate principal amount which
may be authenticated and delivered as provided in the Indenture; and
WHEREAS, Section 2.3 of the Indenture permits the terms of any
series of Securities to be established in an indenture supplemental to the
Indenture; and
WHEREAS, Section 8.1 of the Indenture provides that a supplemental
indenture may be entered into without the consent of any Holders of
Securities to supplement certain provisions of the Indenture; and
WHEREAS, Section 8.1(e) of the Indenture provides that a
supplemental indenture may be entered into by the Issuer and the Trustee
without the consent of any Holders of the Securities to establish the form
and terms of the Securities of any series; and
WHEREAS, pursuant to the terms of the Indenture, the Issuer desires
to provide for the establishment of a new series of its Securities to be
known as its % Subordinated Deferrable Interest Debentures due
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, 20 (the "Debentures"), the form and substance of such
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Debentures and the terms, provisions and conditions thereof to be set forth
as provided in the Indenture and this First Supplemental Indenture; and
WHEREAS, Laclede Capital Trust I, a Delaware statutory business
trust (the "Trust"), has offered to the public $ million aggregate
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liquidation amount of its % Trust Originated Preferred Securities (the
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"Preferred Securities"), representing undivided beneficial interests in the
assets of the Trust and proposes to invest the proceeds from such offering,
together with the proceeds of the issuance and sale by the Trust to the
Issuer of $ aggregate liquidation amount of its % Trust
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Originated Common Securities (together with the Preferred Securities, the
"Trust Securities"), in $ aggregate principal amount of the
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Debentures; and
WHEREAS, the Issuer wishes to supplement Section 13.2 of the
Indenture with respect to the Debentures and the Preferred Securities; and
WHEREAS, the Issuer has requested that the Trustee execute and
deliver this First Supplemental Indenture and all requirements necessary to
make this First Supplemental Indenture a valid instrument in accordance with
its terms, and to make the Debentures, when executed by the Issuer and
authenticated and delivered by the Trustee, the valid obligations of the
Issuer, have been performed, and the execution and delivery of this First
Supplemental Indenture has been duly authorized in all respects.
NOW THEREFORE, in consideration of the purchase and acceptance of
the Debentures by the Holders thereof, and for the purpose of setting forth,
as provided in the Indenture, the form and substance of the Debentures and
the terms, provisions and conditions thereof, the Issuer covenants and agrees
with the Trustee as follows:
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ARTICLE I. DEFINITIONS
SECTION 1.1 Definition of Terms
Unless the context otherwise requires:
(a) a term defined in the Indenture has the same meaning when
used in this First Supplemental Indenture;
(b) a term defined anywhere in this First Supplemental Indenture
has the same meaning throughout;
(c) the singular includes the plural and vice versa;
(d) a reference to a Section or Article is to a Section or Article
of this First Supplemental Indenture;
(e) headings are for convenience of reference only and do not
affect interpretation;
(f) the following terms have the meanings given to them in the
Declaration:
(i) Clearing Agency;
(ii) Delaware Trustee;
(iii) Redemption Tax Opinion;
(iv) No Recognition Opinion;
(v) Preferred Security Certificate;
(vi) Property Trustee;
(vii) Regular Trustee;
(viii) Special Event;
(ix) Tax Event;
(x) Underwriting Agreement;
(xi) Investment Company Event; and
(xii) Distribution;
(g) the following terms have the meanings given to them in this
Section 1.1(g):
"Additional Interest" shall have the meaning set forth in
Section 2.5.
"Compounded Interest" shall have the meaning set forth in
Section 4.1.
"Coupon Rate" shall have the meaning set forth in Section 2.5.
"Declaration" means the Amended and Restated Declaration of Trust of
Laclede Capital Trust I, a Delaware statutory business trust, dated as of
, 2002.
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"Deferred Interest" shall have the meaning set forth in Section 4.1.
"Dissolution Event" means that, as a result of the occurrence and
continuation of a Special Event, the Trust is to be dissolved in accordance
with the Declaration, and the Debentures held by the Property Trustee are to
be distributed to the holders of the Trust Securities issued by the Trust pro
rata in accordance with the Declaration.
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"Extended Interest Payment Period" shall have the meaning set forth
in Section 4.1.
"Global Debenture" shall have the meaning set forth in Section 2.4.
"Non Book-Entry Preferred Securities" shall have the meaning set
forth in Section 2.4.
"Optional Redemption Price" shall have the meaning set forth in
Section 3.2.
ARTICLE II. GENERAL TERMS AND CONDITIONS
OF THE DEBENTURES
SECTION 2.1 Designation and Principal Amount
There is hereby authorized and established a series of unsecured
Securities designated the " % Subordinated Debentures due ,
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20 ", limited in aggregate principal amount to $ , (except as
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contemplated in Section 2.3(f)(2) of the Indenture).
SECTION 2.2 Maturity
The Maturity Date of the Debentures is , 20 .
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SECTION 2.3 Form and Payment
The Debentures shall be issued in fully registered form without
interest coupons. Principal and interest on the Debentures issued in
certificated form will be payable, the transfer of such Debentures will be
registrable and such Debentures will be exchangeable for Debentures bearing
identical terms and provisions, at the office or agency of the Trustee in the
Borough of Manhattan, the City of New York; provided, however, that payment
of interest may be made at the option of the Issuer by check mailed to the
Holder at such address as shall appear in the Security Register or by wire
transfer to an account maintained by the Holder. Notwithstanding the
foregoing, so long as the Holder of any Debentures is the Property Trustee,
the payment of the principal of and interest (including Compounded Interest
and Additional Interest, if any) on such Debentures held by the Property
Trustee will be made at such place and to such account as may be designated
by the Property Trustee.
SECTION 2.4 Global Debenture
(a) In connection with a Dissolution Event,
(i) the Debentures may be presented to the Trustee by the
Property Trustee in exchange for a global Debenture
in an aggregate principal amount equal to the
aggregate principal amount of all outstanding
Debentures (a "Global Debenture"), to be registered
in the name of the Clearing Agency, or its nominee,
and delivered by the Trustee to the Clearing Agency
for crediting to the accounts of its participants
pursuant to the instructions of the Regular Trustees
and the Clearing Agency will act as Depositary for
the Debentures. The Issuer upon any such
presentation, shall execute a Global Debenture in
such aggregate principal amount and deliver the same
to the Trustee for authentication and delivery in
accordance with the Indenture and this First
Supplemental Indenture. Payments on the Debentures
issued as a Global Debenture will be made to the
Depositary; and
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(ii) if any Preferred Securities are held in non book-entry
certificated form, the Debentures may be presented to
the Trustee by the Property Trustee and any Preferred
Security Certificate that represents Preferred
Securities other than Preferred Securities held by
the Clearing Agency or its nominee ("Non Book-Entry
Preferred Securities") will be deemed to represent
beneficial interests in Debentures presented to the
Trustee by the Property Trustee having an aggregate
principal amount equal to the aggregate liquidation
amount of the Non Book-Entry Preferred Securities
until such Preferred Security Certificates are
presented to the Security Registrar for transfer or
reissuance at which time such Preferred Security
Certificates will be canceled and a Debenture,
registered in the name of the holder of the Preferred
Security Certificate or the transferee of the holder
of such Preferred Security Certificate, as the case
may be, with an aggregate principal amount equal to
the aggregate liquidation amount of the Preferred
Security Certificate canceled, will be executed by
the Issuer and delivered to the Trustee for
authentication and delivery in accordance with the
Indenture and this First Supplemental Indenture.
(b) Except as provided in (c) below, a Global Debenture may be
transferred, in whole but not in part, only to another nominee of the
Depositary, or to a successor Depositary selected or approved by the Issuer
or to a nominee of such successor Depositary.
(c) If at any time the Depositary notifies the Issuer that it is
unwilling or unable to continue as Depositary or if at any time the
Depositary for such series shall no longer be registered or in good standing
under the Securities Exchange Act of 1934, as amended, or other applicable
statute or regulation, and a successor Depositary for such series is not
appointed by the Issuer within 90 days after the Issuer receives such notice
or becomes aware of such condition, as the case may be, the Issuer will
execute, and, subject to Section 2.8 of the Indenture, the Trustee, upon
written notice from the Issuer, will authenticate and deliver the Debentures
in definitive registered form, in authorized denominations, and in an
aggregate principal amount equal to the principal amount of the Global
Debenture in exchange for such Global Debenture. In addition, the Issuer may
at any time determine that the Debentures shall no longer be represented by
a Global Debenture. In such event the Issuer will execute, and subject to
Section 2.8 of the Indenture, the Trustee, upon receipt of an Officers'
Certificate evidencing such determination by the Issuer, will authenticate
and deliver the Debentures in definitive registered form, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Debenture in exchange for such Global Debenture. Upon
the exchange of the Global Debenture for such Debentures in definitive
registered form, in authorized denominations, the Global Debenture shall be
canceled by the Trustee. Such Debentures in definitive registered form
issued in exchange for the Global Debenture shall be registered in such
names and in such authorized denominations as the Depositary, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Debentures to the
Depositary for delivery to the Persons in whose names such Debentures are so
registered.
SECTION 2.5 Interest
(a) Each Debenture will bear interest at the rate of % per
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annum (the "Coupon Rate") from the original date of issuance until the
principal thereof becomes due and payable, and on any overdue principal and
(to the extent that payment of such interest is enforceable under applicable
law) on any overdue installment of interest, at the Coupon Rate, compounded
quarterly, payable (subject to the provisions of Article IV) quarterly in
arrears on , , and of each year
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(each, an "Interest Payment Date," commencing on , 2002, to
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the Person in
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whose name such Debenture or any predecessor Debenture is registered, at the
close of business on the regular record date for such interest installment,
which, in respect of any Debentures of which the Property Trustee is the
Holder or a Global Debenture, shall be the close of business on the Business
Day next preceding that Interest Payment Date. Notwithstanding the foregoing
sentence, if the Preferred Securities are no longer in book-entry only form
or, except if the Debentures are held by the Property Trustee, the
Debentures are not represented by a Global Debenture, the regular record
date for such interest installment shall be the day of the
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month in which the applicable Interest Payment Date occurs.
(b) The amount of interest payable for any period will be
computed on the basis of a 360-day year of twelve 30-day months. Except as
provided in the following sentence, the amount of interest payable for any
period shorter than a full quarterly period for which interest is computed,
will be computed on the basis of the actual number of days elapsed in such a
90-day period. In the event that any date on which interest is payable on
the Debentures is not a Business Day, then payment of interest payable on
such date will be made on the next succeeding day which is a Business Day
(and without any interest or other payment in respect of any such delay),
except that, if such Business Day is in the next succeeding calendar year,
such payment shall be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on such date.
(c) If, at any time while the Property Trustee is the Holder of
any Debentures, the Trust or the Property Trustee is required to pay any
taxes, duties, assessments or governmental charges of whatever nature (other
than withholding taxes) imposed by the United States, or any other taxing
authority, then, in any case, the Issuer will pay as additional interest
("Additional Interest") on the Debentures held by the Property Trustee, such
additional amounts as shall be required so that the net amounts received and
retained by the Trust and the Property Trustee after paying such taxes,
duties, assessments or other governmental charges will be equal to the
amounts the Trust and the Property Trustee would have received had no such
taxes, duties, assessments or other governmental charges been imposed.
ARTICLE III. REDEMPTION OF THE DEBENTURES
SECTION 3.1 Special Event Redemption
If (a) a Tax Event has occurred and is continuing and (i) the Issuer
has received a Redemption Tax Opinion, or (ii) the Regular Trustees shall
have been informed by tax counsel that a No Recognition Opinion cannot be
delivered to the Trust; or (b) an Investment Company Event has occurred and
is continuing, then, notwithstanding Section 3.2(a) but subject to Section
3.2(b) and Article XI of the Indenture, the Issuer shall have the right upon
not less than 30 days' nor more than 60 days' notice to the Holders of the
Debentures to redeem the Debentures, in whole or in part, for cash within 90
days following the occurrence of such Special Event (the "90 Day Period") at
a redemption price equal to 100% of the principal amount to be redeemed plus
any accrued and unpaid interest thereon to the date of such redemption (the
"Redemption Price"), provided that if at the time there is available to the
Issuer or the Trust the opportunity to eliminate, within the 90 Day Period,
the Special Event by taking some ministerial action ("Ministerial Action"),
such as filing a form or making an election, or pursuing some other similar
reasonable measure which has no adverse effect on the Issuer, the Trust or
the Holders of the Trust Securities issued by the Trust, the Issuer shall
pursue such Ministerial Action in lieu of redemption, and, provided, further,
that the Issuer shall have no right to redeem the Debentures while the Trust
is pursuing any Ministerial Action pursuant to its obligations under the
Declaration. The Redemption Price shall be paid prior to 12:00 noon, local
time, on the date of such redemption or such earlier time as the Issuer
determines, and the Issuer shall deposit with the Trustee an amount
sufficient to pay the Redemption Price by 10:00 a.m., local time, on the date
such Redemption Price is to be paid.
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SECTION 3.2 Optional Redemption by Issuer
(a) Subject to the provisions of Section 3.2(b) and to the
provisions of Article XI of the Indenture, the Issuer shall have the right to
redeem the Debentures, in whole or in part, from time to time, on or after
, 20 , at a redemption price equal to 100% of the principal amount
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to be redeemed plus any accrued and unpaid interest thereon to the date of
such redemption (the "Optional Redemption Price"). Any redemption pursuant to
this paragraph will be made upon not less than 30 days' nor more than 60
days' notice to the Holder of the Debentures, at the Optional Redemption
Price. If the Debentures are only partially redeemed pursuant to this Section
3.2, the Debentures will be redeemed on a pro rata basis provided that if at
the time of redemption the Debentures are registered as a Global Debenture,
the Depositary shall determine, in accordance with its procedures, the
principal amount of such Debentures held by each Holder of Debentures to be
redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon,
local time, on the date of such redemption or at such earlier time as the
Issuer determines and the Issuer shall deposit with the Trustee an amount
sufficient to pay the Optional Redemption Price by 10:00 a.m., local time, on
the date such Optional Redemption Price is to be paid.
(b) If a partial redemption of the Debentures would result in the
delisting of the Preferred Securities from any national securities exchange
or other organization on which the Preferred Securities are then listed, the
Issuer shall not be permitted to effect such partial redemption and may only
redeem the Debentures in whole.
SECTION 3.3 No Sinking Fund
The Debentures are not entitled to the benefit of any sinking fund.
ARTICLE IV. EXTENSION OF INTEREST PAYMENT PERIOD
SECTION 4.1 Extension of Interest Payment Period
The Issuer shall have the right, at any time and from time to time
during the term of the Debentures, to defer payments of interest by extending
the interest payment period of such Debentures for a period not exceeding 20
consecutive quarters (the "Extended Interest Payment Period"), during which
Extended Interest Payment Period no interest shall be due and payable;
provided that no Extended Interest Payment Period may extend beyond the
Maturity Date. To the extent permitted by applicable law, interest, the
payment of which has been deferred because of the extension of the interest
payment period pursuant to this Section 4.1, will bear interest thereon at
the Coupon Rate compounded quarterly for each quarter of the Extended
Interest Payment Period ("Compounded Interest"). At the end of the Extended
Interest Payment Period, the Issuer shall pay all interest accrued and unpaid
on the Debentures, including any Additional Interest and Compounded Interest
(together, "Deferred Interest") that shall be payable to the Holders of the
Debentures in whose names the Debentures are registered in the Security
Register on the first record date after the end of the Extended Interest
Payment Period. Prior to the termination of any Extended Interest Payment
Period, the Issuer may further extend such period, provided that such period
together with all such further extensions thereof shall not exceed 20
consecutive quarters. Upon the termination of any Extended Interest Payment
Period and upon the payment of all Deferred Interest then due, the Issuer may
commence a new Extended Interest Payment Period, subject to the foregoing
requirements. No interest shall be due and payable during an Extended
Interest Payment Period, except at the end thereof, but the Issuer may prepay
at any time all or any portion of the interest accrued during an Extended
Interest Payment Period.
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The limitations set forth in Section 3.5 of the Indenture shall
apply during any Extended Interest Payment Period.
SECTION 4.2 Notice of Extension
(a) If the Property Trustee is the only registered Holder of the
Debentures at the time the Issuer elects an Extended Interest Payment Period,
the Issuer shall give written notice to the Regular Trustees, the Property
Trustee and the Trustee of its election of such Extended Interest Payment
Period one Business Day before the earlier of (i) the next succeeding date on
which Distributions on the Trust Securities issued by the Trust are payable,
or (ii) the date the Trust is required to give notice of the record date, or
the date such Distributions are payable, to the New York Stock Exchange or
other applicable self-regulatory organization or to holders of the Preferred
Securities, but in any event at least one Business Day before such record
date.
(b) If the Property Trustee is not the only Holder of the
Debentures at the time the Issuer elects an Extended Interest Payment
Period, the Issuer shall give the Holders of the Debentures and the Trustee
written notice of its election of such Extended Interest Payment Period ten
Business Days before the earlier of (i) the next succeeding Interest Payment
Date, or (ii) the date the Issuer is required to give notice of the record
or payment date of such interest payment to the New York Stock Exchange or
other applicable self-regulatory organization or to Holders of the
Debentures, but in any event at least 2 Business Days before such record
date.
(c) The quarter in which any notice is given pursuant to paragraph
(a) or (b) of this Section 4.2 shall be counted as one of the 20 quarters
permitted in the maximum Extended Interest Payment Period permitted under
Section 4.1.
ARTICLE V. EXPENSES
SECTION 5.1 Payment of Expenses
In connection with the offering, sale and issuance of the Debentures
to the Property Trustee and in connection with the sale of the Trust
Securities by the Trust, the Issuer, in its capacity as borrower with respect
to the Debentures, shall:
(a) pay all costs and expenses relating to the offering, sale and
issuance of the Debentures, including commissions to the underwriters payable
pursuant to the Underwriting Agreement and the Pricing Agreements, and
compensation of the Trustee under the Indenture in accordance with the
provisions of Section 6.6 of the Indenture;
(b) pay all costs and expenses of the Trust (including, but not
limited to, costs and expenses relating to the organization of the Trust, the
offering, sale and issuance of the Trust Securities (including commissions to
the underwriters in connection therewith), the fees and expenses of the
Property Trustee and the Delaware Trustee, the costs and expenses relating to
the operation of the Trust, including without limitation, costs and expenses
of accountants, attorneys, statistical or bookkeeping services, expenses for
printing and engraving and computing or accounting equipment, paying
agent(s), registrar(s), transfer agent(s), duplicating, travel and telephone
and other telecommunications expenses and costs and expenses incurred in
connection with the acquisition, financing, and disposition of Trust assets);
(c) be primarily liable for any indemnification obligations
arising with respect to the Declaration; and
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(d) pay any and all taxes (other than United States withholding
taxes attributable to the Trust or its assets) and all liabilities, costs and
expenses with respect to such taxes of the Trust.
SECTION 5.2 Payment Upon Resignation or Removal
Upon termination of this First Supplemental Indenture or the
Indenture or the removal or resignation of the Trustee pursuant to Section
6.10 of the Indenture, the Issuer shall pay to the Trustee all amounts
accrued to the date of such termination, removal or resignation. Upon
termination of the Declaration or the removal or resignation of the Delaware
Trustee or the Property Trustee, as the case may be, pursuant to Section 5.6
of the Declaration, the Issuer shall pay to the Delaware Trustee or the
Property Trustee, as the case may be, all amounts accrued to the date of such
termination, removal or resignation.
ARTICLE VI. SUBORDINATION
SECTION 6.1 Agreement to Subordinate
The Issuer covenants and agrees, and each Holder of Debentures
issued hereunder, by such Holder's acceptance thereof likewise covenants and
agrees, that pursuant to Section 2.3(f)(9) of the Indenture all Debentures
shall be issued as Subordinated Securities subject to the provisions of
Article XII of the Indenture and this Article VI; and each Holder of a
Debenture by its acceptance thereof accepts and agrees to be bound by such
provisions.
ARTICLE VII. COVENANT TO LIST ON EXCHANGE
SECTION 7.1 Listing on an Exchange
In connection with the distribution of the Debentures to the holders
of the Preferred Securities upon a Dissolution Event, the Issuer will use its
best efforts to list such Debentures on the New York Stock Exchange or on
such other exchange as the Preferred Securities are then listed.
ARTICLE VIII. FORM OF DEBENTURES
SECTION 8.1 Form of Debenture
The Debentures and the Trustee's Certificate of Authentication to be
endorsed thereon are to be substantially in the following forms and the
Debentures shall have such additional terms as may be set forth in such form:
(FORM OF FACE OF DEBENTURE)
[IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT - This
Debenture is a Global Debenture within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee of a Depositary. This Debenture is exchangeable for Debentures
registered in the name of a person other than the Depositary or its nominee
only in the limited circumstances described in the Indenture, and no transfer
of this Debenture (other than a transfer of this Debenture as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary
to the Depositary or another nominee of the Depositary) may be registered
except in limited circumstances.
Unless this Debenture is presented by an authorized representative
of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the
Issuer or its agent for registration of transfer,
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exchange or payment, and any Debenture issued is registered in the name of
Cede & Co. or such other name as requested by an authorized representative
of The Depository Trust Company and any payment hereon is made to
, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
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BY A PERSON IS WRONGFUL since the registered owner hereof, , has
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an interest herein.]
No.
$
CUSIP NO.
THE LACLEDE GROUP, INC.
% SUBORDINATED DEFERRABLE INTEREST DEBENTURES DUE
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The Laclede Group, Inc., a Missouri corporation (the "Issuer",
which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to The
Bank of New York, not in its individual capacity, but solely as Property
Trustee of Laclede Capital Trust I, or registered assigns, the principal sum
of Dollars ($ ) on
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, 20 , and to pay interest on said principal sum from ,
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2002 quarterly (subject to deferral as set forth herein) in arrears
on , , and of each year
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(each such date, an "Interest Payment Date") commencing ,
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2002 at the rate of % per annum until the principal hereof shall have
----
become due and payable, and on any overdue principal and premium, if any, 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 same rate per annum compounded quarterly. The amount of interest payable
on any Interest Payment Date shall be computed on the basis of a 360-day year
of twelve 30-day months. In the event that any date on which interest is
payable on this Debenture is not a Business Day, then payment of interest
payable on such date will be made on the next succeeding day that is a
Business Day (and without any interest or other payment in respect of any
such delay), except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding
Business Day, in each case with the same force and effect as if made on such
date. The interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the person in whose name this Debenture (or one or more Predecessor
Securities, as defined in said Indenture) is registered at the close of
business on the regular record date for such interest installment, which shall
be the close of business on the Business Day next preceding such Interest
Payment Date. [IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE DEBENTURES
ARE NO LONGER REPRESENTED BY A GLOBAL DEBENTURE -- which shall be the close
of business on the day of the month in which such Interest Payment Date
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occurs.] If and to the extent the Issuer shall default in the payment of the
interest due on such Interest Payment Date, interest shall be paid to the
person in whose name this Debenture is registered at the close of business on
a subsequent record date (which shall not be less than five Business Days
prior to the date of payment of such defaulted interest) established by
notice given by mail by or on behalf of the Issuer to the Holder of this
Debenture not less than 15 days preceding such subsequent Record Date. The
principal of (and premium, if any) and the interest on this Debenture shall
be payable at the office or agency of the Trustee in the Borough of
Manhattan, the City of New York maintained for that purpose in any coin or
currency of the United States of America that at the time is legal tender
for payment of public and private debts; provided, however, that payment of
interest may be made at the option of the Issuer by check mailed to the
registered Holder at such address as shall appear in the Security Register
or by wire transfer to an account maintained by the Holder. Notwithstanding
the foregoing, so long as the Holder of this Debenture is the Property
Trustee, the
9
payment of the principal of (and premium, if any) and interest on this
Debenture will be made at such place and to such account as may be
designated by the Property Trustee.
The indebtedness evidenced by this Debenture is, to the extent
provided in the Indenture, subordinate and junior in right of payment to the
prior payment in full of all Senior Indebtedness, and this Debenture is
issued subject to the provisions of the Indenture with respect thereto. Each
Holder of this Debenture, by accepting the same, (a) agrees to and shall be
bound by such provisions, (b) authorizes and directs the Trustee on his or
her behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination so provided and (c) appoints the
Trustee his or her attorney-in- fact for any and all such purposes. Each
Holder hereof, by his or her acceptance hereof, hereby waives all notice of
the acceptance of the subordination provisions contained herein and in the
Indenture by each holder of Senior Indebtedness, whether now outstanding or
hereafter incurred, and waives reliance by each such holder upon said
provisions.
This Debenture shall not be entitled to any benefit under the
Indenture hereinafter referred to, be valid or become obligatory for any
purpose until the Certificate of Authentication hereon shall have been signed
by or on behalf of the Trustee.
The provisions of this Debenture are continued on the reverse side
hereof and such continued provisions shall for all purposes have the same
effect as though fully set forth at this place.
This Debenture shall be governed by and construed in accordance with
the laws of the State of New York without regard to principles of conflict of
laws thereof.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be
executed.
Dated: The Laclede Group, Inc.
[Seal] By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
Attest:
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
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(FORM OF CERTIFICATE OF AUTHENTICATION)
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series of Securities described
in the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee
By:
---------------------------------
Authorized Signatory
Dated:
------------------------------
(FORM OF REVERSE OF DEBENTURE)
This Debenture is one of a duly authorized series of Securities of
the Issuer (herein sometimes referred to as the "Debentures"), specified in
the Indenture, all issued or to be issued in one or more series under and
pursuant to an Indenture dated as of , 2002, duly executed and
------------
delivered between the Issuer and The Bank of New York, a New York banking
corporation, as Trustee (the "Trustee"), as supplemented by the First
Supplemental Indenture dated as of , 2002, between the Issuer and
------------
the Trustee (the Indenture as so supplemented, the "Indenture"), to which
Indenture reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Issuer and the Holders of the Debentures. By the terms of the
Indenture, the Debentures are issuable in series that may vary as to amount,
date of maturity, rate of interest and in other respects as provided in the
Indenture. This series of Debentures is limited in aggregate principal amount
as specified in said First Supplemental Indenture.
The Issuer shall have the right to redeem this Debenture at the
option of the Issuer, without premium or penalty, in whole or in part at any
time on or after , 20 , or at any time in certain circumstances
---------- --
upon the occurrence of a Special Event, at a redemption price equal to 100%
of the principal amount plus any accrued but unpaid interest, to the date of
such redemption. Any redemption pursuant to this paragraph will be made upon
not less than 30 days' nor more than 60 days' notice. If the Debentures are
only partially redeemed by the Issuer pursuant to an Optional Redemption, the
Debentures will be redeemed pro rata.
In the event of redemption of this Debenture in part only, a new
Debenture or Debentures of this series for the unredeemed portion hereof will
be issued in the name of the Holder hereof upon the cancellation hereof.
In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Debentures may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the
Indenture.
The Indenture contains provisions permitting the Issuer and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Debentures and other Indenture securities
of each series affected at the time Outstanding and affected (voting as one
class), as defined in the Indenture, to execute supplemental indentures for
the purpose of adding any provisions to or changing in any manner
11
or eliminating any of the provisions of the Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Holders of the
Debentures; provided, however, that the Company and the Trustee may not,
without the consent of the Holder of each Debenture then Outstanding and
affected thereby: (a) change the time of payment of the principal (or any
installment) of any Debenture, or reduce the principal amount thereof, or
reduce the rate or change the time of payment of interest thereon, or impair
the right to institute suit for the enforcement of any payment on any
Debenture when due or (b) reduce the percentage in principal amount of the
Debentures, the consent of whose Holders is required for any such
modification or for any waiver provided for in the Indenture. The Indenture
also contains provisions providing that prior to the acceleration of the
maturity of any Debenture or other securities outstanding under the
Indenture, the Holders of a majority in aggregate principal amount of
Debentures of and other Securities Outstanding under the Indenture with
respect to which a default or an Event of Default shall have occurred and be
continuing (voting as one class) may on behalf of the Holders of all such
affected Securities (including the Debentures) waive any past default and
its consequences, except a default or an Event of Default in respect of a
covenant or provision of the Indenture or of any Debenture or other Security
which cannot be modified or amended without the consent of the Holder of
each Debenture or other Security affected. Any such consent or waiver by the
registered Holder of this Debenture (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such Holder and upon all
future Holders and owners of this Debenture and of any Debenture issued in
exchange herefor or in place hereof (whether by registration of transfer or
otherwise), irrespective of whether or not any notation of such consent or
waiver is made upon this Debenture.
No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of and
premium, if any, and interest on this Debenture at the time and place and at
the rate and in the money herein prescribed.
The Issuer shall have the right at any time during the term of the
Debentures and from time to time to extend the interest payment period of
such Debentures for up to 20 consecutive quarters (an "Extended Interest
Payment Period"), at the end of which period the Issuer shall pay all
interest then accrued and unpaid (together with interest thereon at the rate
specified for the Debentures to the extent that payment of such interest is
enforceable under applicable law). Before the termination of any such
Extended Interest Payment Period, the Issuer may further extend such Extended
Interest Payment Period, provided that such Extended Interest Payment Period
together with all such further extensions thereof shall not exceed 20
consecutive quarters. At the termination of any such Extended Interest
Payment Period and upon the payment of all accrued and unpaid interest and
any additional amounts then due, the Issuer may commence a new Extended
Interest Payment Period.
As provided in the Indenture and subject to certain limitations
therein set forth, this Debenture is transferable by the registered Holder
hereof on the Security Register of the Issuer, upon surrender of this
Debenture for registration of transfer at the office or agency of the Trustee
in the City and State of New York accompanied by a written instrument or
instruments of transfer in form satisfactory to the Issuer or the Trustee
duly executed by the registered Holder hereof or his or her attorney duly
authorized in writing, and thereupon one or more new Debentures of authorized
denominations and for the same aggregate principal amount and series will be
issued to the designated transferee or transferees. No service charge will be
made for any such transfer, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge payable in relation
thereto.
Prior to due presentment for registration of transfer of this
Debenture, the Issuer, the Trustee, any paying agent and the Security
Registrar may deem and treat the registered holder hereof as the absolute
owner hereof (whether or not this Debenture shall be overdue and
notwithstanding any notice of ownership or writing hereon made by anyone
other than the Security Registrar) for the purpose of
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receiving payment of or on account of the principal hereof and premium, if
any, and interest due hereon and for all other purposes, and neither the
Issuer nor the Trustee nor any paying agent nor any Security Registrar shall
be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of or the
interest on this Debenture, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any
incorporator, stockholder, officer or director, past, present or future, as
such, of the Issuer or of any predecessor or successor corporation, whether
by virtue of any constitution, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for the issuance hereof,
expressly waived and released.
Debentures of this series so issued 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
herein and therein set forth, Debentures of this series so issued are
exchangeable for a like aggregate principal amount of Debentures of this
series in authorized denominations, as requested by the Holder surrendering
the same.
All terms used in this Debenture that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
[END OF FORM OF DEBENTURE]
ARTICLE IX. ORIGINAL ISSUE OF DEBENTURES
SECTION 9.1 Original Issue of Debentures
Debentures in the aggregate principal amount of $ may,
----------
upon execution of this First Supplemental Indenture, be executed by the
Issuer and delivered to the Trustee for authentication, and the Trustee shall
thereupon authenticate and deliver said Debentures to or upon the written
order of the Issuer, in accordance with Section 2.4 of the Indenture.
ARTICLE X. MISCELLANEOUS
SECTION 10.1 Provisions of Indenture for the Sole Benefit of Parties and
Holders of Trust Securities
Notwithstanding Section 13.2 of the Indenture, for so long as any
Trust Securities remain outstanding, the Issuer's obligations under the
Indenture and this First Supplemental Indenture will also be for the benefit
of the holders of the Trust Securities, and the Issuer acknowledges and
agrees that such holders will be entitled to enforce certain payment
obligations under the Debentures directly against the Issuer to the extent
provided in the Declaration.
SECTION 10.2 Ratification of Indenture
The Indenture, as supplemented by this First Supplemental Indenture,
is in all respects ratified and confirmed, and this First Supplemental
Indenture shall be deemed part of the Indenture in the manner and to the
extent herein and therein provided.
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SECTION 10.3 Trustee Not Responsible for Recitals
The recitals herein contained are made by the Issuer and not by the
Trustee, and the Trustee assumes no responsibility for the correctness
thereof. The Trustee makes no representation as to the validity or
sufficiency of this First Supplemental Indenture.
SECTION 10.4 Governing Law
This First Supplemental Indenture and each Debenture shall be deemed
to be a contract made under the internal laws of the State of New York, and
for all purposes shall be construed in accordance with the laws of said
State.
SECTION 10.5 Separability
In case any one or more of the provisions contained in this First
Supplemental Indenture or in the Debentures shall for any reason be held to
be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this
First Supplemental Indenture or of the Debentures, but this First
Supplemental Indenture and the Debentures shall be construed as if such
invalid or illegal or unenforceable provision had never been contained herein
or therein.
SECTION 10.6 Counterparts
This First Supplemental Indenture may be executed in any number of
counterparts each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.
(The remainder of this page has intentionally been left blank)
14
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed on the date or dates indicated in
the acknowledgments and as of the day and year first above written.
THE LACLEDE GROUP, INC., as Issuer
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
THE BANK OF NEW YORK, as Trustee
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
15