Exhibit 4(c)
-------------------------------------------------------
SUPPLEMENTAL INDENTURE NO. 6
BETWEEN
XxXXXXXX'X CORPORATION
AND
FIRST UNION NATIONAL BANK
Trustee
------------------------------------
Dated as of ________, 2001
------------------------------------
SUPPLEMENTAL TO SENIOR DEBT SECURITIES INDENTURE
DATED AS OF OCTOBER 19, 1996
-------------------------------------------------------
XxXXXXXX'X CORPORATION
SUPPLEMENTAL INDENTURE NO. 6
Dated as of ___________, 2001
Series of
Medium-Term Notes, Series G
$1,500,000,000
Supplemental Indenture No. 6, dated as of __________, 2001, between
XxXXXXXX'X CORPORATION, a corporation organized and existing under the laws of
the State of Delaware (hereinafter sometimes referred to as the "Company"), and
FIRST UNION NATIONAL BANK, a national banking association, authorized to accept
and execute trusts (hereinafter sometimes referred to as the "Trustee"),
WITNESSETH:
WHEREAS, The Company and the Trustee have executed and delivered a Senior
Debt Securities Indenture dated as of October 19, 1996 (as amended or
supplemented from time to time, the "Indenture");
WHEREAS, Section 10.01 of the Indenture provides for the Company, when
authorized by its Board of Directors, and the Trustee to enter into an indenture
supplemental to the Indenture to establish the form or terms of Debt Securities
as permitted by Sections 2.01 and 2.02 of the Indenture; and
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. 6 constitutes an integral
part of the Indenture.
SECTION 1.02. (a) For all purposes of this Supplemental Indenture No. 6,
except as otherwise expressly provided or unless the context otherwise requires,
all capitalized terms used and not defined herein shall have the meanings
assigned to them in the Indenture or in Exhibits A and B hereto.
(b) All references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this Supplemental
Indenture No. 6; and
(c) The terms "hereof," "herein," "hereto," "hereunder" and "herewith"
refer to this Supplemental Indenture No. 6.
ARTICLE TWO
THE SERIES OF DEBT SECURITIES
SECTION 2.01. (a) There shall be a series of Debt Securities issuable in
registered form (the "Notes") limited to an aggregate initial public offering
price or purchase price of $1,500,000,000, or the equivalent thereof in one or
more foreign currencies, including the Euro, as designated by the Company (the
"Specified Currency"). The Notes shall be designated the "Medium-Term Notes,
Series G, Due from 1 Year to 60 Years from Date of Issue".
(b) Each Note shall bear interest either at a fixed rate (a "Fixed Rate
Note"), which may be zero in the case of Original Issue Discount Notes (as
defined below), or at a floating rate (a "Floating Rate Note") or at a rate
determined by reference to an Index (as defined below) in the case of certain
Indexed Notes (as defined below).
SECTION 2.02. Fixed Rate Notes and Floating Rate Notes shall contain
substantially the terms and provisions set forth in either the form of Series G
Fixed Rate Note or the form of Series G Floating Rate Note attached hereto as
Exhibits A and B, respectively, or such other forms of Notes specified in an
Officers' Certificate pursuant to duly adopted resolutions of the Board of
Directors of the Company. All of the terms and provisions of such Notes are
hereby incorporated by reference herein.
SECTION 2.03. In addition to the terms described in Section 2.02, a Note
shall contain the following terms to be specified in a Pricing Supplement:
(a) the principal amount and Specified Currency for such Note (and,
if the Specified Currency is other than U.S. dollars, certain other terms
relating to such Note and such Specified Currency, including the authorized
denominations of such Note); (b) whether such Note is a Fixed Rate Note,
Floating Rate Note or an Indexed Note (as defined below) as to which
interest is determined by reference to an Index; (c) the price (expressed
as a percentage of the aggregate principal amount thereof) at which such
Note will be issued (the "Issue Price"); (d) the date on which such Note
will be issued (the "Original Issue Date"); (e) the date on which such Note
will mature (the "Stated Maturity"); (f) if such Note is a Fixed Rate Note,
the rate per annum at which such Note will bear interest, if any, and the
dates on which interest will be payable if other than February 15 and
August 15 (each an "Interest Payment Date"); (g) if such Note is a Floating
Rate Note, the Base Rate, the Initial Interest Rate, the Interest Reset
Period, the Interest Payment Dates, the Maximum Interest Rate, if any, the
Minimum Interest Rate, if any, the Spread or Spread Multiplier, if
3
any (all as defined in Sections 2.02 and 2.06 herein), and any other terms
relating to the particular method of calculating the interest rate for such
Note; (h) whether such Note is an Original Issue Discount Note; (i) if such
Note is an Indexed Note, the manner in which the principal amount of the
Note payable at Stated Maturity and/or the interest amount payable will be
determined (other than as described in Section 2.07 hereof); (j) whether
such Note may be redeemed at the option of the Company, or repaid at the
option of the Holder, prior to Stated Maturity and, if so, the provisions
(other than the redemption and prepayment provisions specified in Sections
2.02 hereof) relating to such redemption or repayment, including, in the
case of an Original Issue Discount Note, Indexed Note or Amortizing Note
(as defined below), the information necessary to determine the amount due
upon redemption or repayment; (k) if such Note is an Amortizing Note,
information necessary to determine the repayment schedule, including the
manner in which payments thereon will be applied to interest and the
reduction of unpaid principal; and (l) any other terms of such Note not
inconsistent with the provisions of the Indenture.
SECTION 2.04. Bank One Trust Company, N.A., Xxx Xxxx Xxx Xxxxx, Xxxxxxx,
Xxxxxxxx, is hereby initially appointed as Authenticating Agent, Registrar,
Paying Agent and Calculation Agent with respect to the Notes.
SECTION 2.05. With respect to any Notes issued hereunder, (a) the term
"Original Issue Discount Note" shall mean (i) a Note, including any such Note
whose interest rate is zero, that has a stated redemption price at maturity that
exceeds its Issue Price by at least 0.25% of its aggregate principal amount,
multiplied by the number of full years from the Original Issue Date to the
Stated Maturity of such Note; and (ii) any other Note designated by the Company
as issued with original issue discount for U.S. federal income tax purposes; and
(b) the term "Yield to Stated Maturity" shall mean the yield to Stated Maturity,
calculated at the time of issuance of the Notes or, if applicable, at the most
recent redetermination of interest on such Notes and calculated in accordance
with accepted financial practice.
SECTION 2.06. (a) With respect to any Notes hereunder, the term "Indexed
Note" shall mean a Note, the principal amount payable at Stated Maturity of
which (the "Indexed Principal Amount") and/or the interest amount payable on
which is determined by reference to a measure (the "Index") which will be
related to (i) the rate of exchange between the Specified Currency for such Note
and the other currency or composite currency (the "Index Currency") specified in
such Indexed Note (such Indexed Note, "Currency Indexed Note"); (ii) the
difference in the price of a specified commodity (the "Indexed Commodity") on
specified dates (such Indexed Note, "Commodity Indexed Note"); (iii) the
difference in the level of a specified stock index (the "Stock Index"), which
may be based on U.S. or foreign stocks, on specified dates (such Indexed Note,
"Stock Indexed Note"); or (iv) such other objective price or economic measures
as are described in such Indexed Note.
(b) Unless otherwise specified in an Indexed Note, interest on such
Indexed Note will be payable by the Company based on the amount designated
therein as the "Face
4
Amount" of such Indexed Note. Such Indexed Note will describe whether the
principal amount of such Indexed Note that would be payable upon redemption or
repayment prior to Stated Maturity will be the Face Amount of such Indexed Note,
the Indexed Principal Amount of such Indexed Note at the time of redemption or
repayment, or another amount described in such Indexed Note.
SECTION 2.07. With respect to any Notes hereunder, the term "Amortizing
Notes" shall mean any Note, payments in respect of which represent interest due
and the reduction of unpaid principal as provided in such Amortizing Note.
SECTION 2.08. Any interest on any Note 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 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 (a) and clause (b) below:
(a) The Company may elect to make payment of any Defaulted Interest
to the Persons in whose names the Notes are registered at the close of
business on a special record date ("Special Record Date") 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 Note and the date of the proposed
payment, and at the same time the Company shall deposit with the Trustee or
any paying agent designated by the Company 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 or with any paying
agent designated by the Company 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 provided. Thereupon the Trustee shall fix a 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 therefor to be mailed, first class postage prepaid, to each
Holder of Notes at his address as it appears in the Debt Security Register,
not less than 10 days prior to 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 Notes are registered on such Special
Record Date and shall no longer be payable pursuant to the following clause
(b).
(b) 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 Notes may be listed, and upon such notice
as may be required by such
5
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.
(c) Subject to the foregoing provisions of this Section, each Note
delivered under this Supplemental Indenture No. 6 upon transfer of or in
exchange for or in lieu of any other Note shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such
other Note.
SECTION 2.09. The Place of Payment for the Notes shall be both The City of
New York, New York, and the City of Philadelphia, Pennsylvania.
SECTION 2.10. The terms and provisions contained in the form of the Notes
attached as Exhibits A and B hereto shall constitute, and are hereby expressly
made, a part of the Indenture and, to the extent applicable, the Company and the
Trustee, by their execution and delivery hereof, expressly agree to such terms
and provisions and to be bound thereby.
ARTICLE THREE
MISCELLANEOUS.
SECTION 3.01. The recitals of fact herein and in the Notes 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. 6 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. 6
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. 6) by any of the
provisions of Sections 310 to 317, inclusive, of the Trust Indenture Act of
1939, such required provisions shall control.
(b) In case any one or more of the provisions contained in this
Supplemental Indenture No. 6 or in the Notes 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. 6 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. 6 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.
Nothing in this Supplemental Indenture No. 6 or the Notes, expressed or implied,
shall give to any Person, other than the parties hereto, their successors
hereunder
6
and the Holders of the Notes, any benefit or any legal or equitable right,
remedy or claim under this Supplemental Indenture No. 6.
SECTION 3.05. (a) This Supplemental Indenture No. 6 may be executed in any
number of counterparts, each of which so executed shall be deemed an original,
but all such counterparts shall together constitute but one and the same
instrument.
(b) The descriptive headings of the several Articles of this Supplemental
Indenture No. 6 were formulated, used and inserted herein for convenience only
and shall not be deemed to affect the meaning or construction of any of the
provisions hereof.
7
IN WITNESS WHEREOF, XxXXXXXX'X CORPORATION has caused this Supplemental
Indenture No. 6 to be signed, acknowledged and delivered by its President,
Executive Vice President and Chief Financial Officer or Senior 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 UNION NATIONAL BANK,
as Trustee, has caused this Supplemental Indenture No. 6 to be signed,
acknowledged and delivered by one of its 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.
XxXXXXXX'X CORPORATION
[CORPORATE SEAL]
By: ___________________________________
Xxxxxxx X. Xxxxxxx
Senior Vice President and Treasurer
Attest:
_____________________________
Secretary
FIRST UNION NATIONAL BANK,
as Trustee
[CORPORATE SEAL]
By: ____________________________________
Vice President
Attest:
_____________________________
Authorized Officer
8
STATE OF ILLINOIS )
) SS:
COUNTY OF DuPAGE )
On the ______ day of ________________________, in the year two thousand
one, before me appeared Xxxxxxx X. Xxxxxxx to me personally known, who, being by
me duly sworn, did say that he resides in Chicago, Illinois, that he is a Senior
Vice President and Treasurer of XxXXXXXX'X 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.
_____________________________
Notary Public
9
STATE OF PENNSYLVANIA )
) SS:
COUNTY OF )
On the ______ day of __________________________, in the year two thousand
one, before me appeared ____________________ to be personally known, who, being
by me duly sworn, did say that he resides at
___________________________________________, that he is a Vice President of
FIRST UNION NATIONAL BANK, 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.
__________________________________
Notary Public
10
