Exhibit 4(d)(11)
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UTILICORP UNITED INC.
and
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
____% Senior Notes Due ____
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_____ SUPPLEMENTAL INDENTURE
Dated as of __________
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_____ SUPPLEMENTAL INDENTURE, dated as of __________, (herein called the
"_____ Supplemental Indenture"), between UTILICORP UNITED INC., a corporation
duly organized and existing under the laws of the State of Delaware (hereinafter
called the "Company"), party of the first part, and THE FIRST NATIONAL BANK OF
CHICAGO, a national banking association duly organized and existing under the
laws of the United States, as Trustee under the Original Indenture referred to
below (hereinafter called the "Trustee"), party of the second part.
WITNESSETH:
WHEREAS, the Company has heretofore executed and delivered to the Trustee
an Indenture, dated as of November 1, 1990 (hereinafter called the "Original
Indenture"), to provide for the issuance from time to time of certain of its
unsecured senior notes (hereinafter called the "Securities"), the form and terms
of which are to be established as set forth in Sections 201 and 301 of the
Original Indenture; and
WHEREAS, Section 901 of the Original Indenture provides, among other
things, that the Company and the Trustee may enter into indentures supplemental
to the Original Indenture for, among other things, the purpose of establishing
the form or terms of the Securities of any series as permitted in Sections 201
and 301 of the Original Indenture; and
WHEREAS, the Company desires to create a series of the Securities in an
aggregate principal amount of $___________ to be designated the "____% Senior
Notes Due ____" (the "Senior Notes"), and all action on the part of the Company
necessary to authorize the issuance of the Senior Notes under the Original
Indenture and this _____ Supplemental Indenture has been duly taken; and
WHEREAS, all acts and things necessary to make the Senior Notes when
executed by the Company and completed, authenticated and delivered by the
Trustee as in the Original Indenture and this _____ Supplemental Indenture
provided, the valid and binding obligations of the Company and to constitute
these presents a valid and binding supplemental indenture and agreement
according to its terms, have been done and performed.
NOW, THEREFORE, THIS _____ SUPPLEMENTAL INDENTURE WITNESSETH:
That in consideration of the premises, the Company covenants and agrees
with the Trustee, for the equal benefit of holders of the Senior Notes, as
follows:
ARTICLE ONE
DEFINITIONS
The use of the terms and expressions herein is in accordance with the
definitions, uses and constructions contained in the Original Indenture and the
forms of Senior Notes attached hereto as Exhibit A and Exhibit B.
ARTICLE TWO
TERMS AND ISSUANCE OF THE SENIOR NOTES
Section 201. ISSUE OF SENIOR NOTES. A series of Securities which shall be
designated the "____% Senior Notes Due ____" shall be executed, authenticated
and delivered in
2
accordance with the provisions of, and shall in all respects be subject to, the
terms, conditions and covenants of the Original Indenture and this _____
Supplemental Indenture (including the form of Certificated Senior Note set forth
as Exhibit A and the form of Global Senior Note set forth as Exhibit B hereto).
The aggregate principal amount of Senior Notes of the series created hereby
which may be authenticated and delivered under the Original Indenture shall not,
except as permitted by the provisions of the Original Indenture, exceed
$___________.
Section 202. FORM OF SENIOR NOTES; INCORPORATION OF TERMS. The form of
the Senior Notes shall be (i) substantially in the form of Exhibit A attached
hereto if the Company advises the Trustee that the Senior Notes are not to be
issued as Global Securities, or (ii) substantially in the form of Exhibit B
attached hereto if the Company does not so notify the Trustee. The terms of
such Senior Notes are herein incorporated by reference and are part of this
_____ Supplemental Indenture.
Section 203. PLACE OF PAYMENT. The Place of Payment will be initially the
corporate trust offices of the Trustee which, at the date hereof, are located at
The First National Bank of Chicago, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-0126 and The First National Bank of Chicago, ▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
3
ARTICLE THREE
MISCELLANEOUS
Section 301. EXECUTION OF SUPPLEMENTAL INDENTURE. This _____ Supplemental
Indenture is executed and shall be construed as an indenture supplemental to the
Original Indenture and, as provided in the Original Indenture, this _____
Supplemental Indenture forms a part thereof.
Section 302. CONFLICT WITH TRUST INDENTURE ACT. If any provision hereof
limits, qualifies or conflicts with another provision hereof which is required
to be included in this _____ Supplemental Indenture by any of the provisions of
the Trust Indenture Act, such required provision shall control.
Section 303. EFFECT OF HEADINGS. The Article and Section headings herein
are for convenience only and shall not affect the construction hereof.
Section 304. SUCCESSORS AND ASSIGNS. All covenants and agreements in this
_____ Supplemental Indenture by the Company shall bind its successors and
assigns, whether so expressed or not.
Section 305. SEPARABILITY CLAUSE. In case any provision in this _____
Supplemental Indenture or in the Senior Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
4
Section 306. BENEFITS OF _____ SUPPLEMENTAL INDENTURE. Nothing in this
_____ Supplemental Indenture or in the Senior Notes, express or implied, shall
give to any person, other than the parties hereto and their successors hereunder
and the holders, any benefit or any legal or equitable right, remedy or claim
under this _____ Supplemental Indenture.
Section 307. GOVERNING LAW. This _____ Supplemental Indenture and each
Senior Note shall be deemed to be a contract made under the laws of the State of
New York, and for all purposes shall be governed by and construed in accordance
with the laws of said State.
Section 308. EXECUTION AND COUNTERPARTS. This _____ Supplemental
Indenture may be executed in any number of counterparts, each of which shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.
5
IN WITNESS WHEREOF, the parties hereto have caused this _____ Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
UTILICORP UNITED INC.
[Seal] By:
---------------------------
Name:
Title:
Attest:
---------------------------
Title:
THE FIRST NATIONAL BANK
OF CHICAGO, as Trustee
[Seal] By:
---------------------------
Name:
Title:
Attest:
---------------------------
Title:
6
STATE OF ________ )
) ss.:
COUNTY OF _______ )
On the ____ day of ________, 199_, before me personally came
_____________________, to me known, who, being by me duly sworn, did depose and
say that he is _________________________ of UtiliCorp United Inc., the
corporation described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.
--------------------------------
Notary Public,
State of ________
STATE OF ________ )
) ss.:
COUNTY OF _______ )
On the ____ day of ________, 199_, before me personally came
________________, to me known, who, being by me duly sworn, did depose and say
that he is ________________ of The First National Bank of Chicago, the national
banking association described in and which executed the foregoing instrument;
that he knows the seal of said association; that the seal affixed to said
instrument is such association seal; that it was so affixed by authority of the
Board of Directors of said association, and that he signed his name thereto by
like authority.
--------------------------------
Notary Public,
State of ________
EXHIBIT A
[FORM OF FACE OF CERTIFICATED SENIOR NOTE]
REGISTERED REGISTERED
UTILICORP UNITED INC.
____% SENIOR NOTE DUE ____
No. $
UTILICORP UNITED INC., a corporation duly organized and existing under the
laws of Delaware (herein called 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
_________________, and to pay interest thereon from _________________, or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on _________ and ___________ in each year,
commencing ____________, at the rate per annum provided in the title hereof,
until the principal hereof is paid or made available for payment, and, subject
to the terms of the Indenture, at the rate per annum provided in the title
hereof on any overdue principal and premium, if any, and (to the extent that the
payment of such interest shall be legally enforceable) on any overdue instalment
of interest. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in such Indenture, be paid to the
Holder in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest
payment, which shall be the _________ or __________ (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date, and may either be paid to the
Holder 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, in which event notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.
Payment of the principal of and premium, if any, and interest on this
Security will be made at the office or agency of the Trustee maintained for that
purpose in the Borough of Manhattan, The City of New York, 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. The Company may
pay principal by check payable in such money or by wire transfer to a dollar
account maintained by the holder (if the holder of the Security holds an
aggregate principal amount of Securities in excess of $5,000,000). The Company
may pay interest by mailing a dollar check to a holder's registered address or,
upon application by the holder hereof to the Registrar, not later than the
applicable record date, by wire transfer to a dollar account maintained by the
holder (if the holder of the Security holds an aggregate principal amount of
Securities in excess of $5,000,000).
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, or an Authenticating Agent, by manual
signature of one of its authorized officers, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
2
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.
UTILICORP UNITED INC.
Dated: By:
-----------------------------
Title:
----------------------
Attest:
--------------------------------
[Seal] Title:
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
This is one of the Senior
Notes of the series designated
herein referred to in the
within-mentioned Indenture
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
--------------------------------
Authorized Officer
[FORM OF REVERSE OF CERTIFICATED SENIOR NOTE]
UTILICORP UNITED INC.
____% SENIOR NOTE DUE ____
This Senior Note is one of a duly authorized series of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of November 1, 1990, as amended and
supplemented (as amended and supplemented, the "Indenture"), between the Company
and The First National Bank of Chicago, as Trustee (herein called the "Trustee",
which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and 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 $___________.
[This Security is not subject to any sinking fund.] [This Security is
subject to the following mandatory sinking fund ______________.] [This Security
is subject to the following optional sinking fund __________________.] [This
Security may not be redeemed at the option of the Company prior to the Maturity
Date.] [This Security may be redeemed at the option of the Company on any date
on or after ______________ (the "Redemption Date"). On and after the Redemption
Date this Security may be redeemed at any time in whole or from time to time in
part at the option of the Company at the applicable Redemption Price (as defined
below) together with interest thereon payable to the Redemption Date, on notice
given to the Holder not more than 60 nor less than 30 days prior to the
Redemption Date. In the event of redemption of this Security in part only, a
new Security for the unredeemed portion hereof shall be issued in the name of
the Holder hereof upon the surrender hereof.]
[If this Security is redeemable at the option of the Company, the
"Redemption Price" shall initially be ____% (the "Initial Redemption
Percentage") of the principal amount of this Security to be redeemed and shall
decline at each anniversary of the Redemption Date by ____% (the "Annual
Redemption Percentage Reduction") of the principal amount to be redeemed until
the Redemption Price is 100% of such principal amount.]
Interest payments for this Security will be computed and paid on the basis
of a 360-day year of twelve 30-day months. If an Interest Payment Date falls on
a day that is not a Business Day, such Interest Payment Date will be the
following day that is a Business Day.
The Indenture contains provisions for defeasance of (a) the entire
indebtedness of this Security and (b) certain restrictive covenants upon
compliance by the Company with certain conditions set forth therein.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than 66 2/3% in principal amount of the
Securities at the time Outstanding of all series to be affected (voting as a
class). The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and premium, if any, and
interest, if any, 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 Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and premium, if any,
and interest, if any, on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or 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.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and in integral multiples thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
2
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder 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.
This Security shall be governed by and construed in accordance with the
laws of the State of New York.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
3
EXHIBIT B
[FORM OF FACE OF GLOBAL SENIOR NOTE]
REGISTERED REGISTERED
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES HEREINAFTER DESCRIBED AND MAY NOT BE TRANSFERRED
EXCEPT 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
OR BY THE DEPOSITARY OR ANY NOMINEE TO A SUCCESSOR OF THE DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR.
UTILICORP UNITED INC.
____% SENIOR NOTE DUE ____
No. $
UTILICORP UNITED INC., a corporation duly organized and existing under the
laws of Delaware (herein called 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
_________________, and to pay interest thereon from _________________, or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on _________ and ___________ in each year,
commencing ____________, at the rate per annum provided in the title hereof,
until the principal hereof is paid or made available for payment, and, subject
to the terms of the Indenture, at the rate per annum provided in the title
hereof on any overdue principal and premium, if any, and (to the extent that the
payment of such interest shall be legally enforceable) on any overdue instalment
of interest. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in such Indenture, be paid to the
Holder in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest
payment, which shall be the ________ or __________ (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date, and may either be paid to the
Holder 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, in which event notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.
Payment of the principal of and premium, if any, and interest on this
Security will be made at the office or agency of the Trustee maintained for that
purpose in the Borough of Manhattan, The City of New York, 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. The Company may pay principal
by check payable in such money or by wire transfer to a dollar account
maintained by the holder (if the holder of the Security holds an aggregate
principal amount of Securities in excess of $5,000,000). The Company may pay
interest by mailing a dollar check to a holder's registered address or, upon
application by the holder hereof to the Registrar, not later than the applicable
record date, by wire transfer to a dollar account maintained by the holder (if
the holder of the Security holds an aggregate principal amount of Securities in
excess of $5,000,000).
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, or an Authenticating Agent, by manual
signature of one of its authorized officers, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
UTILICORP UNITED INC.
Dated: By:
-----------------------------
Title:
----------------------
Attest:
--------------------------------
[Seal] Title:
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
This is one of the Senior
Notes of the series designated
herein referred to in the
within-mentioned Indenture
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
--------------------------------
Authorized Officer
3
[FORM OF REVERSE OF GLOBAL SENIOR NOTE]
UTILICORP UNITED INC.
____% SENIOR NOTE DUE ____
This Senior Note is one of a duly authorized series of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of November 1, 1990, as amended and
supplemented (as amended and supplemented, the "Indenture"), between the Company
and The First National Bank of Chicago, as Trustee (herein called the "Trustee",
which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and 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 $___________.
[This Security is not subject to any sinking fund.] [This Security is
subject to the following mandatory sinking fund ______________.] [This Security
is subject to the following optional sinking fund ______________.] [This
Security may not be redeemed at the option of the Company prior to the Maturity
Date.] [This Security may be redeemed at the option of the Company on any date
on or after ______________ (the "Redemption Date"). On and after the Redemption
Date this Security may be redeemed at any time in whole or from time to time in
part at the option of the Company at the applicable Redemption Price (as defined
below) together with interest thereon payable to the Redemption Date, on notice
given to the Holder not more than 60 nor less than 30 days prior to the
Redemption Date. In the event of redemption of this Security in part only, a
new Security for the unredeemed portion hereof shall be issued in the name of
the Holder hereof upon the surrender hereof].
[If this Security is redeemable at the option of the Company, the
"Redemption Price" shall initially be ____% (the "Initial Redemption
Percentage") of the principal amount of this Security to be redeemed and shall
decline at each anniversary of the Redemption Date by ____% (the "Annual
Redemption Percentage Reduction") of the principal amount to be redeemed until
the Redemption Price is 100% of such principal amount.]
Interest payments for this Security will be computed and paid on the basis
of a 360-day year of twelve 30-day months. If an Interest Payment Date falls on
a day that is not a Business Day, such Interest Payment Date will be the
following day that is a Business Day.
The Indenture contains provisions for defeasance of (a) the entire
indebtedness of this Security and (b) certain restrictive covenants upon
compliance by the Company with certain conditions set forth therein.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than 66 2/3% in principal amount of the
Securities at the time Outstanding of all series to be affected (voting as a
class). The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and premium, if any, and
interest, if any, on this Security at the times, place and rate, and in the coin
or currency, herein prescribed.
This Security shall be exchangeable for Securities registered in the names
of Persons other than the Depositary with respect to such series or its nominee
only as provided in this paragraph. This Security shall be so exchangeable if
(i) the Depositary notifies the Company it is unable or unwilling to continue as
Depositary for such series or at any time ceases to be a clearing agency
registered as such under the Securities Exchange Act of 1934, (ii) the Company
executes and delivers to the Trustee an Officers' Certificate providing that
this Security shall be so exchangeable or (iii) there shall have occurred and be
continuing an Event of Default with respect to the Securities of such series.
Securities so issued in exchange for this Security shall be of the same series,
having the same Interest Rate, if any, and Maturity Date and having the same
terms as this Security, in authorized denominations and in the aggregate having
the same principal amount as this Security and registered in such names as the
Depositary for such Global Security shall direct.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of a Security of the series of which this Security is a part
is registrable in the Security Register, upon surrender of this Security for
registration of transfer at the office or agency of the Company in any place
where the principal of and premium, if any, and interest, if any, on this
Security are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this
2
series, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.
The Securities of the series of which this Security is a part are issuable
only in registered form without coupons in denominations of $1,000 and in
integral multiples thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor
of a different authorized denomination, as requested by the Holder surrendering
the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder 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.
This Security shall be governed by and construed in accordance with the
laws of the State of New York.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
3