EXHIBIT 4(a)
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SUPPLEMENTAL INDENTURE NO. 24
BETWEEN
▇▇▇▇▇▇▇▇'▇ CORPORATION
AND
FIRST FIDELITY BANK, NATIONAL ASSOCIATION
Trustee
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Dated as of November 13, 1995
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SUPPLEMENTAL TO INDENTURE
DATED AS OF MARCH 1, 1987
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▇▇▇▇▇▇▇▇'▇ CORPORATION
SUPPLEMENTAL INDENTURE NO. 24
Dated as of November 13, 1995
Series of 7.05% Debentures due November 15, 2025
$150,000,000
Supplemental Indenture No. 24, dated as of November 13, 1995, between
▇▇▇▇▇▇▇▇'▇ CORPORATION, a corporation organized and existing under the laws
of the State of Delaware (hereinafter sometimes referred to as the
"Company"), and FIRST FIDELITY BANK, NATIONAL ASSOCIATION, a national banking
association, authorized to accept and execute trusts (hereinafter sometimes
referred to as the "Trustee"),
W I T N E S S E T H :
WHEREAS, The Company and the Trustee have executed and delivered an
Indenture dated as of March 1, 1987 (the "Indenture").
WHEREAS, Section 10.01 of the Indenture provides for the Company, when
authorized by the Board of Directors, and the Trustee to enter into an
indenture supplemental to the Indenture to establish the form or terms of any
series of Debt Securities as permitted by Sections 2.01 and 2.02 of the
Indenture.
WHEREAS, Sections 2.01 and 2.02 of the Indenture provide for Debt
Securities of any series to be established pursuant to an indenture
supplemental to the Indenture.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the series
of Debt Securities provided for herein, it is mutually covenanted and agreed,
for the equal and proportionate benefit of all Holders of such series of Debt
Securities, as follows:
ARTICLE ONE
RELATION TO INDENTURE; DEFINITIONS.
SECTION 1.01. This Supplemental Indenture No. 24 constitutes an
integral part of the Indenture.
SECTION 1.02. For all purposes of this Supplemental Indenture:
(1) Capitalized terms used herein without definition shall have the
meanings specified in the Indenture;
(2) All references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this
Supplemental Indenture No. 24; and
(3) The terms "hereof", "herein", "hereto", "hereunder" and "herewith"
refer to this Supplemental Indenture.
ARTICLE TWO
THE SERIES OF DEBT SECURITIES.
SECTION 2.01. There shall be a series of Debt Securities designated the
"7.05% Debentures due November 15, 2025" (the "Debentures"). The Debentures
shall be limited to $150,000,000 aggregate principal amount.
SECTION 2.02. The principal amount of the Debentures shall be payable
on November 15, 2025.
SECTION 2.03. The Debentures will be represented by a global security
(the "Global Security"). The Global Security will be deposited with, or on
behalf of, The Depository Trust Company (the "Depositary") and registered in
the name of a nominee of the Depositary. Except under circumstances
described below, the Debentures will not be issuable in definitive form.
Ownership of beneficial interests in the Global Security will be limited
to persons that have accounts with the Depositary or its nominee
("participants") or persons that may hold interests through participants.
Ownership of a beneficial interest in the Global Security will be shown on,
and the transfer of that beneficial interest will only be effected through,
records maintained by the Depositary or its nominee (with respect to
interests of participants) and on the records of participants (with respect
to interests of persons other than participants).
So long as the Depositary or its nominee is the registered owner of the
Global Security, the Depositary or such nominee, as the case may be, will be
considered the sole owner or Holder of the Debentures represented by the
Global Security for all purposes under the Indenture. Except as provided
below, owners of beneficial interests in the Global Security will not be
entitled to have Debentures represented by the Global Security registered in
their names, will not receive or be entitled to receive physical delivery of
Debentures in definitive form and will not be considered the owners or
Holders thereof under the Indenture.
Principal and interest payments on Debentures represented by the Global
Security registered in the name of the Depositary or its nominee will be made
to the Depositary or its nominee, as the case may be, as the registered owner
of the Global Security.
If the Depositary is at any time unwilling or unable to continue as
Depositary and a successor Depositary is not appointed by the Company within
90 days, the Company will issue Debentures in definitive form in exchange for
the entire Global Security. In addition, the Company may at any time and in
its sole discretion determine not to have the Debentures represented by the
Global Security and, in such event, will issue Debentures in definitive form
in exchange for the entire Global Security. In any such instance, an owner
of a beneficial interest in the Global Security will be entitled to physical
delivery in definitive form of Debentures represented by the Global Security
equal in principal amount to such beneficial interest and to have such
Debentures registered in its name. Debentures so issued in definitive form
will be issued as registered Debentures in denominations of $1,000 and
integral multiples thereof, unless otherwise specified by the Company.
SECTION 2.04. The Debentures shall bear interest at the rate of 7.05%
per annum, payable semi-annually on May 15 and November 15 of each year,
commencing May 15, 1996. The Debentures shall be dated the date of
authentication as provided in the Indenture and interest shall be payable on
the principal represented thereby from the later of November 13, 1995, or the
most recent interest payment date to which interest has been paid or duly
provided for.
The interest so payable, and punctually paid or duly provided for, on
any interest payment date shall be paid to the Holder in whose name any
Debenture is registered in the Debt Security Register at the close of
business on the May 1 or November 1 (whether or not a Business Day) next
preceding such interest payment date (the "Regular Record Date").
Any interest on any Debenture which is payable, but is not punctually
paid or duly provided for, on any interest payment date (herein called
"Defaulted Interest") shall forthwith cease to be payable to the Registered
Holder on the relevant Regular Record Date by virtue of having been such
Holder; and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in Clause (1) and Clause (2) below:
(1) The Company may elect to make payment of any Defaulted Interest to
the Persons in whose names the Debentures are registered at the close of
business on a Special Record Date (as defined below) for the payment of such
Defaulted Interest, which shall be fixed in the following manner. The
Company shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each Debenture and the date of the proposed
payment, and at the same time the Company shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be paid in respect
of such Defaulted Interest or shall make arrangements satisfactory to the
Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this SECTION 2.03 provided.
Thereupon the Trustee shall fix a Special Record Date ("Special Record Date")
for the payment of such Defaulted Interest which shall be not more than 15
nor less than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such Special
Record Date and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefore to be mailed, first class postage prepaid, to each
Holder of Debentures at his address as it appears in the Debt Security
Register, not less than 10 days prior to such Special Record Date. The
Trustee may, in its discretion, in the name and at the expense of the
Company, cause a similar notice to be published at least once in an
Authorized Newspaper in each Place of Payment, but such publication shall not
be a condition precedent to the establishment of such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor having been mailed as aforesaid, such Defaulted Interest
shall be paid to the Persons in whose names the Debentures are registered on
such Special Record Date and shall no longer be payable pursuant to the
following Clause (2).
(2) The Company may make payment of any Defaulted Interest in any other
lawful manner not inconsistent with the requirements of any securities
exchange on which the Debentures may be listed, and upon such notice as may
be required by such exchange, if, after notice given by the Company to the
Trustee of the proposed payment pursuant to this Clause, such payment shall
be deemed practicable by the Trustee.
Subject to the foregoing provisions of this Section, each Debenture
delivered under this Supplemental Indenture No. 24 upon transfer of or in
exchange for or in lieu of any other Debenture shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Debenture.
SECTION 2.05. The Place of Payment for the Debentures shall be both the
City of New York, New York, and the City of Philadelphia, Pennsylvania. The
Trustee shall be the paying agent for the Debentures in Philadelphia, and
Bankers Trust Company (or such other agent as may be appointed by the Company
and approved by the Trustee) shall be the paying agent for the Debentures in
New York.
SECTION 2.06. The Debentures may, at the option of the Company, be
redeemed in whole or from time to time in part, at any time on or after
November 15, 2005 upon notice given as provided in Section 3.02 of the
Indenture, at the following redemption prices (expressed in percentages of
principal amount):
If redeemed during the 12-month period beginning November 15,
2005 103.26% 2011 101.30%
2006 102.93% 2012 100.98%
2007 102.61% 2013 100.65%
2008 102.28% 2014 100.33%
2009 101.96% 2015 and
2010 101.63% thereafter 100.00%
together in each case with accrued interest to the date of redemption.
SECTION 2.07. The Debentures may be issued in denominations of $1,000
and any integral multiples thereof.
SECTION 2.08. The Debentures shall be issuable as Fully Registered Debt
Securities without coupons.
SECTION 2.09. The Debentures shall be in the form attached as Exhibit A
hereto.
ARTICLE THREE
MISCELLANEOUS.
SECTION 3.01. The recitals of fact herein and in the Debentures shall
be taken as statements of the Company and shall not be construed as made by
the Trustee.
SECTION 3.02. This Supplemental Indenture No. 24 shall be construed in
connection with and as a part of the Indenture.
SECTION 3.03. (a) If any provision of this Supplemental Indenture No.
24 limits, qualifies, or conflicts with another provision of the Indenture
required to be included in indentures qualified under the Trust Indenture Act
of 1939 (as in effect on the date of this Supplemental Indenture No. 24) by
any of the provisions of Sections 310 to 317, inclusive, of the said Act,
such required provisions shall control.
(b) In case any one or more of the provisions contained in this
Supplemental Indenture No. 24 or in the Debentures issued hereunder should be
invalid, illegal, or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and therein shall
not in any way be affected, impaired, prejudiced or disturbed thereby.
SECTION 3.04. Whenever in this Supplemental Indenture No. 24 either of
the parties hereto is named or referred to, this shall be deemed to include
the successors or assigns of such party, and all the covenants and agreements
in this Supplemental Indenture No. 24 contained by or on behalf of the
Company or by or on behalf of the Trustee shall bind and inure to the benefit
of the respective successors and assigns of such parties, whether so
expressed or not.
SECTION 3.05. (a) This Supplemental Indenture No. 24 may be
simultaneously executed in several counterparts, and all said counterparts
executed and delivered, each as an original, shall constitute but one and the
same instrument.
(b) The descriptive headings of the several Articles of this
Supplemental Indenture were formulated, used and inserted in this
Supplemental Indenture No. 24 for convenience only and shall not be deemed to
affect the meaning or construction of any of the provisions hereof.
IN WITNESS WHEREOF, ▇▇▇▇▇▇▇▇'▇ CORPORATION has caused this Supplemental
Indenture No. 24 to be signed, acknowledged and delivered by its President,
Vice Chairman and Chief Financial Officer or Vice President and Treasurer and
its corporate seal to be affixed hereunto and the same to be attested by its
Secretary or Assistant Secretary, and FIRST FIDELITY BANK, NATIONAL
ASSOCIATION, as Trustee, has caused this Supplemental Indenture No. 24 to be
signed, acknowledged and delivered by one of its Assistant Vice Presidents,
and its seal to be affixed hereunto and the same to be attested by one of its
Authorized Officers, all as of the day and year first written above.
▇▇▇▇▇▇▇▇'▇ CORPORATION
[CORPORATE SEAL]
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Vice President and Treasurer
Attest:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Assistant Secretary
FIRST FIDELITY BANK, NATIONAL ASSOCIATION, as
Trustee
[CORPORATE SEAL]
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Assistant Vice President
Attest:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Authorized Officer
STATE OF ILLINOIS
SS:
COUNTY OF DuPAGE
On the 13th day of November, in the year one thousand nine hundred
ninety five, before me appeared ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ to me personally known, who
being by me duly sworn, did say that he resides at ▇▇▇▇▇▇▇▇'▇ Corporation,
that he is Vice President and Treasurer of ▇▇▇▇▇▇▇▇'▇ CORPORATION, one of the
corporations described in and which executed the above 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.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Notary Public
STATE OF ILLINOIS
SS:
COUNTY OF ▇▇▇▇
On the 10th day of November, in the year one thousand nine hundred
ninety five, before me appeared ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ to me personally known, who,
being by me duly sworn, did say that he resides at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇, ▇▇, that he is an Assistant Vice President of FIRST FIDELITY BANK,
NATIONAL ASSOCIATION, one of the corporations described in and which executed
the above 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.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Notary Public