Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (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 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. CUSIP No. 00000XXX0 BANK ONE CORPORATION 7.20% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE October 15, 2031 BANK ONE CORPORATION, a Delaware corporation (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 October 15, 2031 and to pay interest on said principal sum from September 28, 2001, or from the most recent interest payment date to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on January 15, April 15, July 15 and October 15 of each year commencing January 15, 2002 (each such date, an "Interest Payment Date"), at the rate of --------------------- 7.20% per annum (the "Interest Rate") until the principal hereof shall have ------------- become due and payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Company. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided in the Indenture. In the event that any Interest Payment Date 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, 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 first 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, except if the Debentures are held by the Institutional Trustee, the regular record date shall be the close of business on the January 1, April 1, July 1 and October 1 next preceding such Interest Payment Date, as applicable. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of Debentures 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 Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, at the option of the -------- ------- Company, by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account designated by a Holder in writing not less than ten days prior to the date of payment. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional Trustee, the 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 Institutional 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 General Obligations, 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 and creditor in respect of General Obligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.
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Form of Debenture. The Debentures and the Trustee's Certificate certificate of Authentication authentication to be endorsed thereon are to be substantially in the following formsforms and are expressly made a part of this First Supplemental Indenture: (FORM OF FACE OF DEBENTURE) [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT - 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 of this series 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. Except as otherwise provided in Section 2.11 of the Indenture, this Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary. Unless this Debenture is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Watex Xxxxxx, Xxx Xxxx, Xxx Xxxx) to xx the issuer or its agent for registration of transfer, exchange or payment, and any Debenture of this series 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] [IF THIS DEBENTURE IS ONE OF A SERIES ORIGINALLY ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AS SPECIFIED PURSUANT TO SECTION 2.03 OF THE INDENTURE, INSERT THE FOLLOWING UNLESS OTHERWISE DETERMINED BY THE COMPANY -- THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 12 15 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. NEITHER THIS DEBENTURE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS DEBENTURE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH DEBENTURE PRIOR TO THE DATE WHICH IS THREE YEARS (OR SUCH SHORTER PERIOD AFTER WHICH THIS DEBENTURE MAY BE TRANSFERRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT PURSUANT TO RULE 144(K) THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH SUMMIT BANCORP. (THE "COMPANY") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS DEBENTURE (OR ANY PREDECESSOR OF THIS DEBENTURE) (THE "RESALE RESTRICTIONS TERMINATION DATE") ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE DEBENTURES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE DEBENTURE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (X) PURSUANT TO CLAUSE (D), TO REQUIRE THAT THE TRANSFEROR DELIVER TO THE TRUST A LETTER SUBSTANTIALLY IN THE FORM OF ANNEX A TO THE OFFERING MEMORANDUM DATED MARCH 13, 1997 FROM THE TRANSFEREE AND (Y) PURSUANT TO CLAUSES (D) OR (E), TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS DEBENTURE AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. DEBENTURES OWNED BY A PURCHASER THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER MAY NOT BE HELD IN BOOK-ENTRY FORM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTIONS TERMINATION DATE.] 13 16 No. CUSIP No_________________ SUMMIT BANCORP. 00000XXX0 BANK ONE CORPORATION 7.208.40% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE October 15, 2031 BANK ONE CORPORATION2027 SUMMIT BANCORP., a Delaware New Jersey corporation (the "Company", ," which ------- term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ______________ The First National Bank of Chicago, as Institutional Trustee of Summit Capital Trust I or registered assigns, the principal sum of _____________ one hundred fifty-four million six hundred forty thousand Dollars ($___________154,640,000) on October March 15, 2031 2027, and to pay interest on said principal sum from September 28March 20, 20011997, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly semiannually (subject to deferral as set forth herein) in arrears on January 15, April 15, July March 15 and October September 15 of each year year, commencing January September 15, 2002 (each such date, an "Interest Payment Date")1997, at the an annual rate of --------------------- 7.208.40% per annum (the "Interest Rate") until the principal hereof shall have ------------- become due and payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate an annual rate of 8.40% compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Companysemiannually. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided in computed on the Indenturebasis of a 360-day year of twelve 30-day months. In the event that any Interest Payment Date 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, Day (and without any interest or other payment in each case respect of any such delay) 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 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 Record Date for such interest installment, [which shall be the close of business on the first business day 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[IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE DEBENTURES OF THIS SERIES ARE NOT REPRESENTED SOLELY BY A GLOBAL DEBENTURE, except if the Debentures are held by the Institutional Trustee, the regular record date SUBSTITUTE THE FOLLOWING FOR THE FOREGOING BRACKETED TEXT -- which shall be the close of business on the January 1, April 1, July 1 and October 1 15th day next preceding such Interest Payment Date, as applicable. .] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders holders on such regular record date Record Date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders holders of this series of Debentures 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 Debentures of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The In the event the Debentures of this series are issued in non-book-entry form, the principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee (or other paying agent appointed by the Company) maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, at the option of the -------- ------- Company, by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account designated by a Holder in writing not less than ten days prior to the date of payment. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional Trustee, the 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 Institutional 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 General Obligations, 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 and creditor in respect of General Obligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.that
Appears in 1 contract
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (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 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. CUSIP No______________________________ COMCAST CABLE COMMUNICATIONS, INC. 00000XXX0 BANK ONE CORPORATION 7.20___% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE October 15[____] COMCAST CABLE COMMUNICATIONS, 2031 BANK ONE CORPORATIONINC., a Delaware corporation (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 October 15_________, 2031 ____, and to pay interest on said principal sum from September 28____________, 2001199[_], or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on January 15[March 31, April 15June 30, July 15 September 30 and October 15 December 31] of each year commencing January 15_________, 2002 (each such date, an "Interest Payment Date")199[_], at the rate of --------------------- 7.20___% per annum (the "Interest Rate") until the principal hereof shall have ------------- become due and payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate same rate per annum compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Company. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided in computed on the Indenturebasis of a 360-day year of twelve 30-day months. In the event that any Interest Payment Date 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 first 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, except if the Debentures are held by the Institutional Trustee, the regular record 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 January 1, April 1, July 1 and October 1 ____ business day next preceding such Interest Payment Date, as applicable. .] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Debentures 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 Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, made at the option of the -------- ------- Company, Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account designated by a Holder in writing not less than ten days prior to the date of paymentRegister. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional Trustee, the 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 Institutional 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 General ObligationsIndebtedness, 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 and creditor in respect of General ObligationsIndebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.
Appears in 1 contract
Samples: First Supplemental Indenture (Comcast Cable Trust Iii)
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: ([FORM OF FACE OF DEBENTURE) [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT - ] This Debenture is a Global Debenture in global form within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary the Depository or a nominee of a Depositarythe Depository. This Debenture Unless and until it is exchangeable exchanged in whole or in part for Debentures registered Securities in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenturecertificated form, and no transfer of this Debenture (other than a transfer of this Debenture Security may not be transferred except as a whole by the Depositary Depository to a nominee of the Depositary Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the Depositary) may be registered except in limited circumstancesDepository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. Unless this Debenture is presented by an authorized representative of The Depository Trust Company (55 Xxxxx XxxxxxWater Street, Xxx Xxxx, Xxx XxxxNew York) to the issuer Company or its agent for registration of transferregisxxxxxxx xx xxxxxxxx, exchange xxchange or payment, and any Debenture certificate to be 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] . PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED 7.45% Senior Debenture Due 2026 No. 1 CUSIP No. 00000XXX0 BANK ONE CORPORATION 7.20% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE October 15744516 AB 1 PUBLIC SERVICE COMPANY OF NORTH CAROLINA, 2031 BANK ONE CORPORATIONINCORPORATED, a Delaware corporation duly organized and existing under the laws of the State of North Carolina (herein referred to as the "Company", ," which ------- term includes any successor corporation under the Indenture hereinafter referred toto hereinafter), for value received, hereby promises to pay to ______________ Cede & Co., or registered assigns, the principal sum of _____________ Fifty Million Dollars ($___________) on October December 15, 2031 2026 and to pay interest on said principal sum thereon from September 28December 17, 2001, 1996 or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) semi-annually in arrears on January 15, April 15, July June 15 and October December 15 of each year year, commencing January June 15, 2002 1997, and when the principal hereof shall have become due and payable, whether at maturity, by declaration of acceleration or otherwise (each such date, an "Interest Payment DateMaturity"), at the rate of --------------------- 7.207.45% per annum (the "Interest Rate") until the principal hereof shall have ------------- become so due and payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Companysame rate per annum. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided in computed on the Indenturebasis of a 360-day year of twelve 30-day months. In the event that any Interest Payment Date date on which interest is payable on the Securities of this series 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 DayDay (and without any interest or other payment in respect of any such delay), 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 IndentureSecurities of the same series) is registered at the close of business on the regular record date Regular Record Date for such interest installment, which shall be the close of business on the first business day next Business Day 15 days preceding such an Interest Payment Date. If pursuant ; provided further, however, that (i) if this Debenture is authenticated after a Regular Record Date and before the Interest Payment Date therefor, such interest installment shall be paid on the next succeeding Interest Payment Date to the provisions of registered holder thereof on the Indenture the Debentures are no longer represented by a Global Debenture, except if the Debentures are held by the Institutional Trustee, the regular record date Regular Record Date therefor and (ii) interest payable at Maturity shall be paid to the close of business on the January 1, April 1, July 1 and October 1 next preceding such Interest Payment Date, as applicablePerson to whom principal is paid. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders holders on such regular record date Regular Record Date, and may be paid to the Person person in whose name this Debenture (or one or more Predecessor SecuritiesSecurities of the same series) is registered at the close of business on a special record date Special Record Date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders holders of Debentures Securities of this series not less than 10 days prior to such special record dateSpecial 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 Debentures Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the IndentureIndenture hereinafter referred to. The If at any time this Debenture is not in global form, the principal of (and premium, if any) , and the interest on this Debenture shall be payable at the office or agency of the Trustee Company maintained for that purpose in the Borough of Manhattan, the City of New York, in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest on this Debenture may be made, made at the option of the -------- ------- Company, Company (i) by check mailed to the registered Holder holder hereof at such address as shall appear in the Security Register or (ii) by wire transfer to an account designated by a Holder in writing not less than ten days prior to the date of payment. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional Trustee, the 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 maintained by the Institutional Trustee. The indebtedness evidenced by this Debenture is, to the extent provided person entitled thereto as specified in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness and General Obligations, 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 and creditor in respect of General Obligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisionsSecurity Register. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. The provisions of this Debenture are continued contained 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.
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Samples: Second Supplemental Indenture (Public Service Co of North Carolina Inc)
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (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 Xxxxx Watex Xxxxxx, Xxx Xxxx, Xxx Xxxx) to xx the issuer or its agent for registration of transfer, 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.. FLEET FINANCIAL GROUP, INC. [ ] No. CUSIP No. 00000XXX0 BANK ONE CORPORATION 7.20% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE October 15[ ] $_______________ CUSIP#__________ FLEET FINANCIAL GROUP, 2031 BANK ONE CORPORATIONINC., a Delaware Rhode Island corporation (the "Company", which ------- term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ______________ The Bank of New York, as Institutional Trustee of Fleet Capital Trust [ ] under that certain Amended and Restated Declaration of Trust dated as of [ ], or registered assigns, the principal sum of _____________ Dollars [ ] ($___________[ ]) on October 15[ ], 2031 (the "Stated Maturity"), and to pay interest on said principal sum from September 28, 2001[ ], or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on January 15, April 15, July 15 and October 15 of each year commencing January 15, 2002 (each such date, an "Interest Payment Date"), at the rate of --------------------- 7.20% per annum (the "Interest Rate") until the principal hereof shall have ------------- become due and payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Company. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided in the Indenture. In the event that any Interest Payment Date 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, 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 first 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, except if the Debentures are held by the Institutional Trustee, the regular record date shall be the close of business on the January 1, April 1, July 1 and October 1 next preceding such Interest Payment Date, as applicable. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of Debentures 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 Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, at the option of the -------- ------- Company, by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account designated by a Holder in writing not less than ten days prior to the date of payment. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional Trustee, the 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 Institutional 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 General Obligations, 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 and creditor in respect of General Obligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.
Appears in 1 contract
Form of Debenture. The Debentures and the Trustee's Certificate certificate of Authentication authentication to be endorsed thereon are to be substantially in the following formsforms and are expressly made a part of this First Supplemental Indenture: (FORM OF FACE OF DEBENTURE) [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT - 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 of this series 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 DepositaryDepositary or to a successor Depositary or its nominee) may be registered except in limited circumstances. Unless this Debenture is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, exchange or payment, and any Debenture of this series 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] [IF THIS DEBENTURE IS ONE OF A SERIES ORIGINALLY ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AS SPECIFIED PURSUANT TO SECTION 2.03 OF THE INDENTURE, INSERT THE FOLLOWING UNLESS OTHERWISE DETERMINED BY THE COMPANY -- THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS DEBENTURE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS DEBENTURE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH DEBENTURE PRIOR TO THE DATE WHICH IS THREE YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH PXRE CORPORATION (THE "COMPANY") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS DEBENTURE (OR ANY PREDECESSOR OF THIS DEBENTURE) (THE "RESALE RESTRICTIONS TERMINATION DATE") ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE DEBENTURES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE DEBENTURE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS DEBENTURE AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. DEBENTURES OWNED BY A PURCHASER THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER MAY NOT BE HELD IN BOOK-ENTRY FORM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTIONS TERMINATION DATE. DEBENTURES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF). ANY SUCH TRANSFER OF DEBENTURES IN A BLOCK HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH DEBENTURES FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO THE RECEIPT OF PAYMENTS ON SUCH DEBENTURES, AND SUCH TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH DEBENTURES.] No. CUSIP No. 00000XXX0 BANK ONE _________________ PXRE CORPORATION 7.208.85% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE October 15, 2031 BANK ONE 2027 PXRE CORPORATION, a Delaware corporation (the "Company", which ------- term includes any successor corporation under the Indenture hereinafter referred toto and all capitalized terms which are not defined herein are used herein as defined in the Indenture), for value received, hereby promises to pay to ______________ or registered assigns, the principal sum of ________________ Dollars ($____________ ) on October 15February 1, 2031 2027, and to pay interest on said principal sum from September 28January 29, 20011997, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly semiannually (subject to deferral as set forth herein) in arrears on January 15, April 15, July 15 February 1 and October 15 August 1 of each year commencing January 15August 1, 2002 (each such date, an "Interest Payment Date")1997, at the rate of --------------------- 7.208.85% per annum (the "Interest Rate") until the principal hereof shall have ------------- become due and payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate same rate per annum compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Companysemiannually. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided in computed on the Indenturebasis of a 360-day year of twelve 30-day months. In the event that any Interest Payment Date 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 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 Record Date for such interest installment, [which shall be the close of business on the first business day 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[IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE DEBENTURES OF THIS SERIES ARE NO LONGER REPRESENTED SOLELY BY A GLOBAL DEBENTURE, except if the Debentures are held by the Institutional Trustee, the regular record date SUBSTITUTE THE FOLLOWING FOR THE FOREGOING BRACKETED TEXT -- which shall be the close of business on the January 1, April 1, July 1 and October 1 15th Business Day next preceding such Interest Payment Date, as applicable. .] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders holders on such regular record date Record Date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders holders of this series of Debentures 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 Debentures of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The In the event the Debentures of this series are issued in non-book entry form, the principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee (or other paying agent appointed by the Company) maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, made at the option of the -------- ------- Company, Company by check mailed to the registered Holder holder at such address as shall appear in the Debt Security Register or by wire transfer to an account appropriately designated by a Holder in writing not less than ten days prior to the date of paymentholder hereof. Notwithstanding the foregoing, so long as the Holder holder of this Debenture is the Institutional Trustee, the 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 Institutional 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 General Obligationssubject to certain limitations on the ability to pursue remedies upon default, and this Debenture is issued subject to the provisions of the Indenture with respect thereto. Each Holder 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 his, its 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 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 and creditor in respect of General ObligationsIndebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. If this Debenture is exchanged in a Registered Exchange Offer prior to the Record Date for the first Interest Payment Date following such exchange, accrued and unpaid interest, if any, on this Debenture, up to but not including the date of issuance of the Exchange Debenture or Exchange Debentures issued in exchange for this Debenture, shall be paid on the first Interest Payment Date for such Exchange Debenture or Exchange Debentures to the Securityholder or Securityholders of such Exchange Debenture or Exchange Debentures on the first Record Date with respect to such Exchange Debenture or Exchange Debentures. If this Debenture is exchanged in a Registered Exchange Offer subsequent to the Record Date for the first Interest Payment Date following such exchange but on or prior to such Interest Payment Date, then any such accrued and unpaid interest with respect to this Debenture and any accrued and unpaid interest on the Exchange Debenture or Exchange Debentures issued in exchange for this Debenture, through the day before such Interest Payment Date, shall be paid on such Interest Payment Date to the Securityholder of this Debenture on such Record Date. If any time the Trust shall be 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 such case, the Company shall pay as additional interest on the Debentures held by the Institutional Trustee such additional amounts as shall be required so that the net amounts received and retained by the Trust after paying any such taxes, duties, assessments or other governmental charges will equal the amounts the Trust and the Institutional Trustee would have received had no such taxes, duties, assessments or other governmental charges been imposed. [IF THIS DEBENTURE IS AN INITIAL DEBENTURE INSERT -- In addition, the interest rate payable on the Debentures of this series is subject to increase as provided in the Indenture if, pursuant to the Registration Agreement, except as provided in the following paragraph, either (A) the Exchange Offer Registration Statement (as such term is defined in the Registration Agreement) is not filed with the Securities and Exchange Commission (the "Commission") on or prior to the 120th day following the Closing Date (as such term is defined in the Registration Agreement), (B) the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 180th day following the Closing Date or (C) the Registered Exchange Offer (as such term is defined in the Registration Agreement) is not consummated or a Shelf Registration Statement (as such term is defined in the Registration Agreement) is not declared effective by the Commission on or prior to the 210th day following the Closing Date. If a Shelf Registration Event shall exist on or before the 120th day following the date of original issuance of the Debentures, the Company and the Trust may, at the Company's option and cost, in lieu of the commencement of the Exchange Offer, file and use their best efforts to cause to be declared effective a Shelf Registration Statement covering resales of the Initial Debentures and use their best efforts to keep effective the Shelf Registration Statement until three years after its effective date. To the extent that such a Shelf Registration Event exists on the 120th day following the Closing Date, then clause (A) of the preceding paragraph shall not apply. To the extent that such a Shelf Registration Event exists and the Company has filed a Shelf Registration Statement covering resales of the Initial Debentures by the 180th day following the Closing Date, then clause (B) of the preceding paragraph shall not apply, and to the extent a Shelf Registration Event exists on the 210th day following the Closing Date, the period specified in clause (C) of the preceding paragraph will be 240 days. The interest rate payable on the Debentures of this series is also subject to adjustment in certain circumstances if a Shelf Registration Statement filed pursuant to the Registration Agreement is not kept continuously effective for a specified period, as provided in the Indenture.] This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or be valid or become obligatory for any purpose until the Certificate certificate of Authentication authentication hereon shall have been signed by or on behalf of the Trustee. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.
Appears in 1 contract
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (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 Xxxxx XxxxxxWater Street, Xxx XxxxNew York, Xxx XxxxNew York) to the issuer or its agent for registration of transferregxxxxxxxxx xx xxxxxxxx, exchange xxxxxxxx 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. CUSIP NoFLEET FINANCIAL GROUP, INC. 00000XXX0 BANK ONE CORPORATION 7.207.17% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE October 152028 FLEET FINANCIAL GROUP, 2031 BANK ONE CORPORATIONINC., a Delaware Rhode Island corporation (the "Company", which ------- term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ______________ The First National Bank of Chicago, as Institutional Trustee of Fleet Capital Trust IV under that certain Amended and Restated Declaration of Trust dated as of April 28, 1998, or registered assigns, the principal sum of _____________ One Hundred Fifty-Four Million Six Hundred Thirty-Nine Thousand Two Hundred Dollars ($___________154,639,200) on October 15March 31, 2031 2028 (the "Stated Maturity"), and to pay interest on said principal sum from September April 28, 20011998, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on January 15March 31, April 15June 30, July 15 September 30 and October 15 December 31 of each year commencing January 15June 30, 2002 (each such date, an "Interest Payment Date")1998, at the rate of --------------------- 7.207.17% per annum (the "Interest Rate") until the principal hereof shall have ------------- become due and payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate same rate per annum compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Company. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided in computed on the Indenturebasis of a 360-day year of twelve 30-day months. In the event that any Interest Payment Date 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 relevant record date for such interest installmentdates, which shall will be, as long as this Debenture remains in book-entry form, one Business Day prior to the relevant payment date and, in the event this Debenture is not in book-entry form, the 15th day of the month in which the relevant payment date occurs. Payments of interest may be deferred by the close of business on the first business day next preceding such Interest Payment Date. If Company pursuant to the provisions of Article IV of the Indenture the Debentures are no longer represented by a Global Debenture, except if the Debentures are held by the Institutional Trustee, the regular record date shall be the close of business on the January 1, April 1, July 1 and October 1 next preceding such Interest Payment Date, as applicableSupplemental Indenture. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Debentures 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 Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, made at the option of the -------- ------- Company, Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account designated by a Holder in writing not less than ten days prior to the date of paymentRegister. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional Trustee, the 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 Institutional 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 General Other Financial Obligations, 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 and creditor in respect of General Other Financial Obligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Fleet Financial Group Inc)
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (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 the Clearing Agency or a nominee of a Depositarythe Clearing Agency. This Debenture is exchangeable for Debentures registered in the name of a person other than the Depositary Clearing Agency 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 Clearing Agency to a nominee of the Depositary Clearing Agency or by a nominee of the Depositary Clearing Agency to the Depositary Clearing Agency or another nominee of the DepositaryClearing Agency) may be registered except in limited circumstances. Unless this Debenture is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. ------------------------------- $ --------------------------------- CUSIP No. 00000XXX0 BANK ONE ------------------------- CENDANT CORPORATION 7.206.45% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE October 15FEBRUARY 16, 2031 BANK ONE 2003 CENDANT CORPORATION, a Delaware corporation (the "Company", which ------- term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to , the principal sum of ($______________ or registered assigns, the principal sum of _____________ Dollars ($___________) on October 15February 16, 2031 2003 (such date is hereinafter referred to as the "Maturity Date"), and to pay interest on said principal sum from September 28, 20011998, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on January 15February 16, April 15May 16, July 15 August 16 and October 15 November 16 of each year year, commencing January 15on May 16, 2002 (each such date1998, an "Interest Payment Date"), initially at the rate of --------------------- 7.206.45% per annum (until February 15, 2001, and at the "Interest Rate") Reset Rate thereafter until the principal hereof shall have ------------- become due and payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate rate of 6.45% until February 15, 2001, and at the Reset Date thereafter, compounded quarterly. The Company may extend interest rate will be reset on the Maturity Date of this Debenture third business day preceding February 16, 2001 to a date no later than October 15, 2050, so long the Reset Rate (as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met determined by the CompanyReset Agent). The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided in computed on the Indenturebasis of a 360-day year consisting of twelve 30-day months. In the event that any Interest Payment Date 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, installment which in the case of a Global Debenture shall be the close of business on the first business day Business Day next preceding such Interest Payment Date. If ; provided, however, if pursuant to the provisions terms of the Indenture indenture the Debentures are no longer represented by a Global Debenture, except if the Debentures are held by the Institutional Trustee, the Company may select such regular record date for such interest installment which shall be the close of business on the January 1, April 1, July 1 and October 1 next preceding such more than fifteen Business Days but less than 60 Business Days prior to an Interest Payment Date, as applicable. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Debentures 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 Debentures may be listed, and upon such notice as may be required by such exchange, exchange all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, made at the option of the -------- ------- Company, Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by a the Holder in writing not less than ten days prior to the date of paymententitled thereto. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional TrusteeTrustee or the Collateral Agent, the 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 in writing by the Institutional TrusteeTrustee or the Collateral Agent. The indebtedness evidenced by this Debenture is, to the extent provided in the Indenture, subordinate senior and junior unsecured and will rank in right of payment to the prior payment in full of on parity with all Senior Indebtedness and General Obligations, and this Debenture is issued subject to the provisions other senior unsecured obligations 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 and creditor in respect of General Obligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisionsCompany. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.
Appears in 1 contract
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (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 the Depositary or a nominee of a the 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 Depository 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 Xxxxx XxxxxxWater Street, Xxx XxxxNew York, Xxx XxxxNew York) to the issuer or its agent for registration of transferregisxxxxxxx xx xxxxxxxx, exchange or xxxxxxxx xx 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. ___________________ CUSIP No. 00000XXX0 BANK ONE 834182AM9 $_____________________ XXXX Xx. US834182AM97 SOLECTRON CORPORATION 7.207.25% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE October 15, 2031 BANK ONE 2006 SOLECTRON CORPORATION, a Delaware corporation (the "Company", which ------- term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ______________ or registered assigns, the principal sum of _____________, the principal sum of ______ Dollars dollars ($______________) on October November 15, 2031 2006 (such date is hereinafter referred to as the "Stated Maturity"), and to pay interest on said principal sum from September 28December 27, 2001, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on January February 15, April May 15, July August 15 and October November 15 of each year year, commencing January February 15, 2002 (each such date2002, an "Interest Payment Date"), initially at the rate of --------------------- 7.207.25% per annum (the "Interest Rate") through and including August 15, 2004, and at the Reset Rate thereafter, until the principal hereof shall have ------------- become due and payable, and on is paid or made available for payment; provided that any overdue principal and premium, if any, at the Interest Rate and installment of interest which is overdue shall bear interest (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the Interest Rate compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October through and including August 15, 20502004, so long as and at the time Reset Rate thereafter, from the dates such election amounts are due until they are paid or made available for payment, and such interest shall be payable on demand; and provided, further, that if there has been a Failed Remarketing, the Reset Rate will be equal to the Interest Rate until (i) the Debentures are successfully remarketed pursuant to the Purchase Contract Agreement and the Remarketing Agreement or (ii) if the Last Failed Remarketing shall have occurred, the principal of the Debentures is paid or made certain conditions described in the Indenture (hereinafter referred to) are met by the Companyavailable for payment. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated computed on the basis of a 360-day year consisting of twelve 30-day months. Except as provided in the Indenturefollowing sentence, the amount of interest payable for any period shorter than a 90-day 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 Interest Payment Date 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 Regular Record Date for such interest installment, which as long as any Debentures are represented by a Global Debenture shall be the close of business on the first business day Business Day next preceding such Interest Payment Date. If ; provided, however, if pursuant to the provisions terms of the Indenture the Debentures are no longer represented by a Global Debenture, except if the Debentures are held by the Institutional Trustee, the regular record date Company may select such Regular Record Date for such interest installment which shall be the close of business on the January 1, April 1, July 1 and October 1 next preceding such more than one Business Day but less than 60 Business Days prior to an Interest Payment Date, as applicable. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date Regular Record Date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date Special Record Date to be fixed by the Trustee for the payment of such defaulted interestDefaulted Interest, notice whereof shall be given to the registered Holders of this series of Debentures not less than 10 days prior to such special record dateSpecial 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 Debentures may be listed, and upon such notice as may be required by such exchange, exchange all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office Office or agency Agency of the Trustee Company maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, made at the option of the -------- ------- Company, Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account designated by a Holder in writing not less than ten days prior to the date of payment. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional Trustee, the 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 appropriately designated by the Institutional TrusteeHolder entitled thereto. The indebtedness evidenced by this Debenture is, to the extent and in the manner provided in the Indenture, subordinate and junior subject in right of payment to the prior payment in full of all Senior Indebtedness and General Obligationsof the Company, and this Debenture is issued subject to the such 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 hereofNotwithstanding any provision in the Indenture to the contrary, by his or her acceptance hereofif, hereby waives all notice at the time of a successful remarketing of the acceptance Debentures pursuant to the terms of Section 5.2 of the Purchase Contract Agreement, the Company receives or has received ratings by Standard & Poor's and Moody's Investors Service on its senior unsecured debt of at least BBB- xxx Xaa3, respectively, each with an outlook of stable or better, which are in effect on the date of such successful remarketing (an "Investment Grade Event"), then, on and after such Investment Grade Event, the subordination provisions contained herein of the Debentures, including, without limitation, Article 15 of the Subordinated Indenture, will no longer be applicable and the Debentures will automatically become general, unsecured obligations of the Company ranking equally in right of payment with all the Company's existing and future unsubordinated indebtedness. At all times during which any Debenture is Outstanding, a pro rata portion of the Holders' rights to payments under each Outstanding Debenture shall not be subject to the provisions of Article 15 of the Subordinated Indenture and the subordination provisions of the Subordinated Indenture generally such that the aggregate amount of all such Outstanding Debentures not so subject equals the value of the Collateral as such is constituted from time to time. Each Holder, by its acceptance of a Debenture, consents and agrees to the terms of the Interest Pledge Agreement (including, without limitation, the provisions providing for foreclosure and release of the Collateral) as the same may be in effect or may be amended from time to time in writing by the parties thereto (provided that no amendment that would materially adversely affect the rights of the Holders may be affected without the consent of each holder of Senior Indebtedness and creditor in respect of General Obligations, whether now outstanding or hereafter incurredHolder affected thereby), and waives reliance by each such holder or creditor upon said provisionsauthorizes and directs the Trustee and the Agent to enter into the Interest Pledge Agreement and to perform its respective obligations and exercise its respective rights thereunder in accordance therewith. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.
Appears in 1 contract
Form of Debenture. The Debentures and the Trustee's Certificate Trustee s certificate of Authentication authentication to be endorsed thereon are to be substantially in the following formsforms and are expressly made a part of this First Supplemental Indenture: (FORM OF FACE OF DEBENTURE) [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT - 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 of this series 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. Except as otherwise provided in Section 2.11 of the Indenture, this Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary. Unless this Debenture is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, exchange or payment, and any Debenture of this series 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] [IF THIS DEBENTURE IS ONE OF A SERIES ORIGINALLY ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AS SPECIFIED PURSUANT TO SECTION 2.03 OF THE INDENTURE, INSERT THE FOLLOWING UNLESS OTHERWISE DETERMINED BY THE COMPANY -- THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. NEITHER THIS DEBENTURE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS DEBENTURE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH DEBENTURE PRIOR TO THE DATE WHICH IS THREE YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH LEUCADIA NATIONAL CORPORATION (THE "COMPANY") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS DEBENTURE (OR ANY PREDECESSOR OF THIS DEBENTURE) (THE "RESALE RESTRICTIONS TERMINATION DATE") ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE DEBENTURES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE DEBENTURE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS DEBENTURE AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. DEBENTURES OWNED BY A PURCHASER THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER MAY NOT BE HELD IN BOOK-ENTRY FORM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTIONS TERMINATION DATE.] No. CUSIP No. 00000XXX0 BANK ONE _________________ LEUCADIA NATIONAL CORPORATION 7.208.65% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE October 15, 2031 BANK ONE 2027 LEUCADIA NATIONAL CORPORATION, a Delaware New York corporation (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 October January 15, 2031 2027, and to pay interest on said principal sum from September 28January 21, 20011997, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly semiannually (subject to deferral as set forth herein) in arrears on January 15, April 15, July 15 and October January 15 of each year commencing January July 15, 2002 (each such date, an "Interest Payment Date")1997, at the rate of --------------------- 7.208.65% per annum (the "Interest Rate") until the principal hereof shall have ------------- become due and payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate same rate per annum compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Companysemiannually. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided in computed on the Indenturebasis of a 360-day year of twelve 30-day months. In the event that any Interest Payment Date 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 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 Record Date for such interest installment, [which shall be the close of business on the first business day 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[IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE DEBENTURES OF THIS SERIES ARE NO LONGER REPRESENTED SOLELY BY A GLOBAL DEBENTURE, except if the Debentures are held by the Institutional Trustee, the regular record date SUBSTITUTE THE FOLLOWING FOR THE FOREGOING BRACKETED TEXT -- which shall be the close of business on the January 1, April 1, July 1 and October 1 15th day next preceding such Interest Payment Date, as applicable. .] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders holders on such regular record date Record Date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders holders of this series of Debentures 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 Debentures of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The In the event the Debentures of this series are issued in non-book entry form, the principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee (or other paying agent appointed by the Company) maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment -------- ------- of interest may be made, made at the option of the -------- ------- Company, Company by check mailed to the registered Holder holder at such address as shall appear in the Debt Security Register or by wire transfer to an account appropriately designated by a Holder in writing not less than ten days prior to the date of paymentholder hereof. Notwithstanding the foregoing, so long as the Holder holder of this Debenture is the Institutional Trustee, the payment of the principal of (and premium, if any) and interest on this Debenture will be made in immediately available funds at such place and to such account as may be designated by the Institutional 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 General ObligationsIndebtedness, and this Debenture is issued subject to the provisions of the Indenture with respect thereto. Each Holder 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 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 and creditor in respect of General ObligationsIndebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. If this Debenture is exchanged in a Registered Exchange Offer prior to the Record Date for the first Interest Payment Date following such exchange, accrued and unpaid interest, if any, on this Debenture, up to but not including the date of issuance of the Exchange Debenture or Exchange Debentures issued in exchange for this Debenture, shall be paid on the first Interest Payment Date for such Exchange Debenture or Exchange Debentures to the Securityholder or Securityholders of such Exchange Debenture or Exchange Debentures on the first Record Date with respect to such Exchange Debenture or Exchange Debentures. If this Debenture is exchanged in a Registered Exchange Offer subsequent to the Record Date for the first Interest Payment Date following such exchange but on or prior to such Interest Payment Date, then any such accrued and unpaid interest with respect to this Debenture and any accrued and unpaid interest on the Exchange Debenture or Exchange Debentures issued in exchange for this Debenture, through the day before such Interest Payment Date, shall be paid on such Interest Payment Date to the Securityholder of this Debenture on such Record Date. If any time the Trust shall be 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 such case, the Company shall pay as additional interest on the Debentures held by the Institutional Trustee such additional amounts as shall be required so that the net amounts received and retained by the Trust after paying any such taxes, duties, assessments or other governmental charges will equal the amounts the Trust and the Institutional Trustee would have received had no such taxes, duties, assessments or other governmental charges been imposed. [IF THIS DEBENTURE IS AN INITIAL DEBENTURE INSERT -- In addition, the interest rate payable on the Debentures of this series is subject to increase as provided in the Indenture if, pursuant to the Registration Agreement, except as provided in the following paragraph, either (A) the Exchange Offer Registration Statement (as such term is defined in the Registration Agreement) is not filed with the Securities and Exchange Commission (the "Commission") on or prior to the 120th day following the Closing Date (as such term is defined in the Registration Agreement), (B) the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 180th day following the Closing Date or (C) the Registered Exchange Offer (as such term is defined in the Registration Agreement) is not consummated or a Shelf Registration Statement (as such term is defined in the Registration Agreement) is not declared effective by the Commission on or prior to the 210th day following the Closing Date. In the event that on or after the 120th day following the Closing Date applicable law or applicable interpretations of the staff of the Commission do not permit the Company and the Trust to effect the Registered Exchange Offer, or if a Tax Contingency exists (each, a "Shelf Registration Event"), then clause (A) of the preceding paragraph shall not apply. To the extent that such a Shelf Registration Event exists and the Company has filed a Shelf Registration Statement covering resales of the Initial Debentures by the 180th day following the Closing Date, then clause (B) of the preceding paragraph shall not apply, and to the extent a Shelf Registration Event exists on the 210th day following the Closing ate, the period specified in clause (C) of the preceding paragraph will be 240 days. The interest rate payable on the Debentures of this series is also subject to adjustment in certain circumstances if a Shelf Registration Statement filed pursuant to Section 3(i) or Section 3(ii) of the Registration Agreement is not kept continuously effective for a specified period, as provided in the Indenture.] This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or be valid or become obligatory for any purpose until the Certificate certificate of Authentication authentication hereon shall have been signed by or on behalf of the Trustee. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.
Appears in 1 contract
Samples: First Supplemental Indenture (Leucadia Capital Trust I)
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (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 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. .__________________________ CUSIP No. 00000XXX0 BANK ONE CORPORATION 7.20% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE October SEPTEMBER 15, 2031 2029 BANK ONE CORPORATION, a Delaware corporation (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 October September 15, 2031 2029 and to pay interest on said principal sum from September 2820, 20011999, or from the most recent interest payment date to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on January February 15, April May 15, July August 15 and October November 15 of each year commencing January November 15, 2002 1999 (each such date, an "Interest Payment Date"), ) at the --------------------- rate of --------------------- 7.208.000% per annum (the "Interest Rate") until the principal hereof shall ------------- have ------------- become due and payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Company. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided in the Indenture. In the event that any Interest Payment Date 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, 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 first 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, except if the Debentures are held by the Institutional Trustee, the regular record date shall be the close of business on the January February 1, April May 1, July August 1 and October November 1 next preceding such Interest Payment Date, as applicable. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of Debentures 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 Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America Xxxxxx Xxxxxx xx Xxxxxxx that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment -------- ------- of interest may be made, at the option of the -------- ------- Company, by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account designated by a Holder in writing not less than ten days prior to the date of payment. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional Trustee, the 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 Institutional 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 General Obligations, 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 and creditor in respect of General Obligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.
Appears in 1 contract
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF DEBENTURE) [IF THE DEBENTURE IS TO BE IN A GLOBAL DEBENTURE, INSERT - This Debenture is a in Global Debenture form within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary Depository or a nominee of a DepositaryDepository. This Debenture Unless and until it is exchangeable exchanged in whole or in part for Debentures registered securities in the name of a person other than the Depositary or its nominee only certificated form in the limited circumstances described in the Indentureindenture, and no transfer of this Debenture (other than a transfer of this Debenture security may not be transferred except as a whole by the Depositary depository to a nominee of the Depositary Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the Depositary) may be registered except in limited circumstancesDepository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. Unless this Debenture is presented by an authorized representative of The Depository Trust Company Company, a New York corporation (55 Xxxxx Xxxxxx"DTC"), Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, 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 DTC (and any payment hereon is made to Cede & Co.Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No) 17 CONSECO, INC. CUSIP No. 00000XXX0 BANK ONE CORPORATION 7.20% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE No. _____ DUE October 15_______ 2026 REGISTERED $ _________ Conseco ______, 2031 BANK ONE CORPORATIONInc., a Delaware an Indiana corporation (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 _________ Dollars , 2026 ($or on such date that is no earlier than ________, 2001 or such date that is no later than the earlier of: (i) _______, 2045, or (ii) on October 15the Interest Deduction Date, 2031 if the Company elects to shorten or extend the Maturity Date as further described herein), and to pay interest on said principal sum from September 28________, 20011996, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on January 15March 31, April 15June 30, July 15 September 30 and October 15 December 31 of each year commencing January 15December 31, 2002 (each such date, an "Interest Payment Date")1996, at the rate of --------------------- 7.20_____% per annum (the "Interest Rate") until the principal hereof shall have ------------- become due and payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate same rate per annum compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Company. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided computed on the basis of a 360-day year of twelve 30-day months, and for any period shorter than a full quarter on the basis of the actual number of days elapsed in the Indenturesuch 90-day quarter. In the event that any Interest Payment Date 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 first business day Business Day next preceding such Interest Payment Date. If pursuant Notwithstanding the foregoing, any interest that is payable on the Maturity Date shall be payable to the provisions of Person to whom principal payable at the Indenture the Debentures are no longer represented by a Global Debenture, except if the Debentures are held by the Institutional Trustee, the regular record date Maturity Date shall be the close of business on the January 1, April 1, July 1 and October 1 next preceding such Interest Payment Date, as applicablepayable. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor SecuritiesSecurity) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of Debentures 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 accordance with the requirements provisions of any securities exchange on which the Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in Section 3.7(b) of the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, made at the option of the -------- ------- Company, Company by 18 check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account designated by a Holder in writing not less than ten days prior to the date of paymentRegister. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional Property Trustee, the payment of the principal of (and premium, if any) and interest on this Debenture will be made by wire transfer in immediately available funds at such place and to such account as may be designated by the Institutional Property Trustee. Payment of principal of the Debentures will only be made upon surrender of the Debentures to the Trustee or Paying Agent. 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 General ObligationsIndebtedness, 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 and creditor in respect of General ObligationsIndebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.
Appears in 1 contract
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (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 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. CUSIP No. 00000XXX0 BANK ONE CORPORATION 7.20% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE October 15January 30, 2031 BANK ONE CORPORATION, a Delaware corporation (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 October 15January 30, 2031 and to pay interest on said principal sum from September 28January 30, 2001, or from the most recent interest payment date to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on January 1530, April 1530, July 15 30 and October 15 30 of each year commencing January 15April 30, 2002 2001 (each such date, an "Interest Payment Date"), ) at the rate of 8% --------------------- 7.20% per annum (the "Interest Rate") until the principal hereof shall have ------------- become due ------------- and payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Company. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided in the Indenture. In the event that any Interest Payment Date 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, 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 first 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, except if the Debentures are held by the Institutional Trustee, the regular record date shall be the close of business on the January 115, April 115, July 1 15 and October 1 15 next preceding such Interest Payment Date, as applicable. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of Debentures 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 Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, at the -------- ------- option of the -------- ------- Company, by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account designated by a Holder in writing not less than ten days prior to the date of payment. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional Trustee, the 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 Institutional 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 General Obligations, 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 and creditor in respect of General Obligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.
Appears in 1 contract
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: ([FORM OF FACE OF DEBENTURE) ] [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE[If the Debenture is to be a Global Debenture, INSERT - insert: This Debenture is a Global Debenture in global form within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary the Depository or a nominee of a Depositarythe Depository. This Debenture Unless and until it is exchangeable exchanged in whole or in part for Debentures registered Securities in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenturecertificated form, and no transfer of this Debenture (other than a transfer of this Debenture Security may not be transferred except as a whole by the Depositary Depository to a nominee of the Depositary Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the Depositary) may be registered except in limited circumstancesDepository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. Unless this Debenture is presented by an authorized representative of The Depository Trust Company (55 Xxxxx XxxxxxWater Street, Xxx Xxxx, Xxx XxxxNew York) to the issuer Company or its agent for registration of transfer, exchange or payment, and any Debenture issued is registered certifixxxx xx xx xxxxxx xx xxgistered 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED [__]% [Senior Debenture] Due [_____] No. ________________ CUSIP No. 00000XXX0 BANK ONE CORPORATION 7.20% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE October 15.________________ PUBLIC SERVICE COMPANY OF NORTH CAROLINA, 2031 BANK ONE CORPORATIONINCORPORATED, a Delaware corporation duly organized and existing under the laws of the State of North Carolina (herein referred to as the "Company", ," which ------- term includes any successor corporation under the Indenture hereinafter referred toto hereinafter), for value received, hereby promises to pay to ______________ ______________________, or registered assigns, the principal sum of _____________ Dollars ($___________) ______ Dollars on October 15[_________], 2031 and to pay interest on said principal sum thereon from September 28, 2001, [______] or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) semi-annually in arrears on January 15, April 15, July 15 [______] and October 15 [______] of each year year, commencing January 15[______], 2002 and when the principal hereof shall have become due and payable, whether at maturity, upon call for redemption, by declaration of acceleration or otherwise (each such date, an "Interest Payment DateMaturity"), at the rate of --------------------- 7.20[__]% per annum (the "Interest Rate") until the principal hereof shall have ------------- become so due and payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Companysame rate per annum. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided in computed on the Indenturebasis of a 360-day year of twelve 30-day months. In the event that any Interest Payment Date date on which interest is payable on the Securities of this series 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 DayDay (and without any interest or other payment in respect of any such delay), 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 IndentureSecurities of the same series) is registered at the close of business on the regular record date Regular Record Date for such interest installment, which shall be the close of business on the first business day next Business Day 15 days preceding such an Interest Payment Date. If pursuant ; provided further, however, that (i) if this Debenture is authenticated after a Regular Record Date and before the Interest Payment Date therefor, such interest installment shall be paid on the next succeeding Interest Payment Date to the provisions of registered holder thereof on the Indenture the Debentures are no longer represented by a Global Debenture, except if the Debentures are held by the Institutional Trustee, the regular record date Regular Record Date therefor and (ii) interest payable at Maturity shall be paid to the close of business on the January 1, April 1, July 1 and October 1 next preceding such Interest Payment Date, as applicablePerson to whom principal is paid. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders holders on such regular record date Regular Record Date, and may be paid to the Person person in whose name this Debenture (or one or more Predecessor SecuritiesSecurities of the same series) is registered at the close of business on a special record date Special Record Date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders holders of Debentures Securities of this series not less than 10 days prior to such special record dateSpecial 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 Debentures Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the IndentureIndenture hereinafter referred to. The principal of (and premium, if any) , and the interest on this Debenture shall be payable at the office or agency of the Trustee Company maintained for that purpose in [the Borough of Manhattan, the City of New York], in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest on this Debenture may be made, made at the option of the -------- ------- Company, Company by check mailed to the registered Holder holder hereof at such address as shall appear in the Security Register or by wire transfer to an account designated by a Holder in writing not less than ten days prior to the date of payment. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional Trustee, the 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 Institutional 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 General Obligations, 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 and creditor in respect of General Obligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisionsRegister. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. The provisions of this Debenture are continued contained 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.
Appears in 1 contract
Samples: Supplemental Indenture (Public Service Co of North Carolina Inc)
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (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 the Depository or a nominee of a Depositarythe Depository. This Debenture is exchangeable for Debentures registered in the name of a person other than the Depositary Depository 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 Depository to a nominee of the Depositary Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the DepositaryDepository) may be registered except in limited circumstances. Unless this Debenture is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Watex Xxxxxx, Xxx Xxxx, Xxx Xxxx) to xx the issuer or its agent for registration of transfer, 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. CUSIP No. 00000XXX0 BANK ONE CORPORATION 7.20% JUNIOR SUBORDINATED DEFERRABLE INTEREST ______________ $_____________________ METLIFE, INC. -% DEBENTURE DUE October 152005 METLIFE, 2031 BANK ONE CORPORATIONINC., a Delaware corporation (the "Company", which ------- term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ______________ or registered assigns, the principal sum of _____________ Dollars _, the principal sum of ($______________) on October May 15, 2031 2005 (such date is hereinafter referred to as the "Stated Maturity Date"), and to pay interest on said principal sum from September 28____________ __, 20012003, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly in arrears (subject to deferral as set forth herein) in arrears on January February 15, April May 15, July 15 August 15, and October November 15 of each year year, commencing January on August 15, 2002 (each such date2000, an "Interest Payment Date"), initially at the rate of --------------------- 7.20% -% per annum (through and including February 15, 2003, and at the "Interest Rate") Reset Rate thereafter, until the principal hereof shall have ------------- become due and payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest rate of -% through and including February 15, 2003, and at the Reset Rate thereafter, until the principal hereof shall have become due and payable, compounded quarterly. The Company may extend interest rate will be reset on the Maturity Date of this Debenture to a date no later than October third Business Day preceding February 15, 2050, so long 2003 to the Reset Rate (as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met determined by the CompanyReset Agent); provided, however, if there has been a Failed Remarketing, the Reset Rate will be equal to the Interest Rate until the Capital Securities are successfully remarketed pursuant to the Purchase Contract Agreement. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided in computed on the Indenturebasis of a 360-day year consisting of twelve 30-day months. In the event that any Interest Payment Date 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 in the case of a Global Debenture shall be the close of business on the first business day Business Day next preceding such Interest Payment Date. If ; provided, however, if pursuant to the provisions terms of the Indenture the Debentures are no longer represented by a Global Debenture, except if the Debentures are held by the Institutional Trustee, the regular record date shall be the close of business on the January 1, April 1, July 1 and October 1 next preceding such Interest Payment Date, as applicable. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on Company may select such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof interest installment which shall be given to the registered Holders of Debentures not more than one Business Day but 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 Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, at the option of the -------- ------- Company, by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account designated by a Holder in writing not less than ten days prior to the date of payment. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional Trustee, the 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 Institutional 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 General Obligations, 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 and creditor in respect of General Obligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.than
Appears in 1 contract
Samples: First Supplemental Indenture (Metlife Capital Trust I)
Form of Debenture. The Debentures and the Trustee's Certificate certificate of Authentication authentication to be endorsed thereon are to be substantially in the following formsforms and are expressly made a part of this First Supplemental Indenture: (FORM OF FACE OF DEBENTURE) [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT - 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 of this series 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 DepositaryDepositary or to a successor Depositary or its nominee) may be registered except in limited circumstances. Unless this Debenture is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Watex Xxxxxx, Xxx Xxxx, Xxx Xxxx) to xx the issuer or its agent for registration of transfer, exchange or payment, and any Debenture of this series 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] [IF THIS DEBENTURE IS ONE OF A SERIES ORIGINALLY ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AS SPECIFIED PURSUANT TO SECTION 2.03 OF THE INDENTURE, INSERT THE FOLLOWING UNLESS OTHERWISE DETERMINED BY THE COMPANY -- THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS DEBENTURE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS DEBENTURE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH DEBENTURE PRIOR TO THE DATE WHICH IS THREE YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH UNION PLANTERS CORPORATION (THE "COMPANY") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS DEBENTURE (OR ANY PREDECESSOR OF THIS DEBENTURE) (THE "RESALE RESTRICTIONS TERMINATION DATE") ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE DEBENTURES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT ACQUIRING THE DEBENTURE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR", FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTIONS TERMINATION DATE.] No. CUSIP No. 00000XXX0 BANK ONE _________________ UNION PLANTERS CORPORATION 7.208.20% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE October 15, 2031 BANK ONE 2026 UNION PLANTERS CORPORATION, a Delaware Tennessee corporation (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 October December 15, 2031 2026, and to pay interest on said principal sum from September 28December 12, 20011996, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly semiannually (subject to deferral as set forth herein) in arrears on January 15, April 15, July June 15 and October December 15 of each year commencing January June 15, 2002 (each such date, an "Interest Payment Date")1997, at the rate of --------------------- 7.208.20% per annum (the "Interest Rate") until the principal hereof shall have ------------- become due and payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate same rate per annum compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Companysemiannually. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided in computed on the Indenturebasis of a 360-day year of twelve 30-day months. In the event that any Interest Payment Date 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 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 Record Date for such interest installment, [which shall be the close of business on the first business day 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[IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE DEBENTURES OF THIS SERIES ARE NO LONGER REPRESENTED SOLELY BY A GLOBAL DEBENTURE, except if the Debentures are held by the Institutional Trustee, the regular record date SUBSTITUTE THE FOLLOWING FOR FOREGOING BRACKETED TEXT -- which shall be the close of business on the January 1, April 1, July 1 and October 1 15th Business Day next preceding such Interest Payment Date, as applicable. .] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders holders on such regular record date Record Date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders holders of this series of Debentures 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 Debentures of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The In the event the Debentures of this series are issued in non-book entry form, the principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee (or other paying agent appointed by the Company) maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, made at the option of the -------- ------- Company, Company by check mailed to the registered Holder holder at such address as shall appear in the Debt Security Register or by wire transfer to an account appropriately designated by a Holder in writing not less than ten days prior to the date of paymentholder hereof. Notwithstanding the foregoing, so long as the Holder holder of this Debenture is the Institutional Trustee, the 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 such Institutional 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 General ObligationsIndebtedness, and this Debenture is issued subject to the provisions of the Indenture with respect thereto. Each Holder 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 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 and creditor in respect of General ObligationsIndebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. If this Debenture is exchanged in a Registered Exchange Offer prior to the Record Date for the first Interest Payment Date following such exchange, accrued and unpaid interest, if any, on this Debenture, up to but not including the date of issuance of the Exchange Debenture or Exchange Debentures issued in exchange for this Debenture, shall be paid on the first Interest Payment Date for such Exchange Debenture or Exchange Debentures to the Securityholder or Securityholders of such Exchange Debenture or Exchange Debentures on the first Record Date with respect to such Exchange Debenture or Exchange Debentures. If this Debenture is exchanged in a Registered Exchange Offer subsequent to the Record Date for the first Interest Payment Date following such exchange but on or prior to such Interest Payment Date, then any such accrued and unpaid interest with respect to this Debenture and any accrued and unpaid interest on the Exchange Debenture or Exchange Debentures issued in exchange for this Debenture, through the day before such Interest Payment Date, shall be paid on such Interest Payment Date to the Securityholder of this Debenture on such Record Date. If any time the Trust shall be 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 such case, the Company shall pay as additional interest on the Debentures held by the Institutional Trustee such additional amounts as shall be required so that the net amounts received and retained by the Trust after paying any such taxes, duties, assessments or other governmental charges will equal the amounts the Trust and the Institutional Trustee would have received had no such taxes, duties, assessments or other governmental charges been imposed. [IF THIS DEBENTURE IS AN INITIAL DEBENTURE INSERT -- In addition, the interest rate payable on the Debentures of this series is subject to increase as provided in the Indenture if, pursuant to the Registration Agreement, except as provided in the following paragraph, either (A) the Exchange Offer Registration Statement (as such term is defined in the Registration Agreement) is not filed with the Securities and Exchange Commission (the "Commission") on or prior to the 150th day following the Closing Date (as such term is defined in the Registration Agreement), (B) the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 180th day following the Closing Date or (C) the Exchange Offer (as such term is defined in the Registration Agreement) is not consummated or a Shelf Registration Statement (as such term is defined in the Registration Agreement) is not declared effective by the Commission on or prior to the 210th day following the Closing Date. In the event that on or after the 150th day following the Closing Date the Company shall determine in good faith that there is a reasonable likelihood that, or a material uncertainty as to whether, consummation of the Exchange Offer would result in an adverse tax consequence to the Company (a "Tax Contingency"), the Company and the Trust may, at the Company's option and cost, in lieu of the commencement of the Exchange Offer, file and cause to be declared effective a Shelf Registration Statement covering resales of the Initial Debentures and use their best efforts to keep effective the Shelf Registration Statement until three years after its effective date. To the extent that such a Tax Contingency exists on the 150th day following the Closing Date, then clauses (A) and (1) of the preceding paragraph shall not apply. To the extent that such a Tax Contingency exists and the Company has filed a Shelf Registration Statement covering resales of the Initial Debentures by the 180th day following the Closing Date, then clauses (B) and (2) of the preceding paragraph shall not apply, and to the extent a Tax Contingency exists on the 210th day following the Closing Date, the period specified in clauses (C) and (3) of the preceding paragraph will be 240 days.] This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or be valid or become obligatory for any purpose until the Certificate certificate of Authentication authentication hereon shall have been signed by or on behalf of the Trustee. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.
Appears in 1 contract
Form of Debenture. The Debentures and the Trustee's Certificate Trustees certificate of Authentication authentication to be endorsed thereon are to be substantially in the following formsforms and are expressly made a part of this First Supplemental Indenture: (FORM OF FACE OF DEBENTURE) [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT - 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 of this series 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. Except as otherwise provided in Section 2.11 of the Indenture, this Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary. Unless this Debenture is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Waxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, exchange or payment, and any Debenture of this series 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] [IF THIS DEBENTURE IS ONE OF A SERIES ORIGINALLY ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AS SPECIFIED PURSUANT TO SECTION 2.03 OF THE INDENTURE, INSERT THE FOLLOWING UNLESS OTHERWISE DETERMINED BY THE COMPANY - - THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. NEITHER THIS DEBENTURE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS DEBENTURE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH DEBENTURE PRIOR TO THE DATE WHICH IS THREE YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH MERCANTILE BANCORPORATION INC. (THE "COMPANY") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS DEBENTURE OR ANY PREDECESSOR OF THIS DEBENTURE (THE "RESALE RESTRICTIONS TERMINATION DATE") ONLY
(A) TO THE COMPANY, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE DEBENTURES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE DEBENTURE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANYS RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS DEBENTURE AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. DEBENTURES OWNED BY A PURCHASER THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER MAY NOT BE HELD IN BOOK-ENTRY FORM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTIONS TERMINATION DATE.] No. CUSIP No--------------------- MERCANTILE BANCORPORATION INC. 00000XXX0 BANK ONE CORPORATION 7.20% FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE October 15, 2031 BANK ONE CORPORATION2027 MERCANTILE BANCORPORATION INC., a Delaware Missouri corporation (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 October 15February 1, 2031 2027, and to pay interest on said principal sum from September 28February 4, 20011997, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on January 15the first day of February, April 15May, July 15 August and October 15 November of each year commencing January 15May 1, 2002 (each such date, an "Interest Payment Date")1997, at the a variable annual rate of --------------------- 7.20equal to LIBOR plus 0.85% per annum (the "Interest Rate") until the principal hereof shall have ------------- become due and payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate a variable annual rate equal to LIBOR plus 0.85% compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Company. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided in the Indenture. In the event that any Interest Payment Date is not a Business Day, then payment of interest payable on such date will be made computed on the next succeeding day that is a 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 first business day next preceding such Interest Payment Date. If pursuant to the provisions basis of the Indenture the Debentures are no longer represented by a Global Debenture, except if the Debentures are held by the Institutional Trustee, the regular record date shall be the close of business on the January 1, April 1, July 1 and October 1 next preceding such Interest Payment Date, as applicable. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of Debentures 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 Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, at the option of the -------- ------- Company, by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account designated by a Holder in writing not less than ten days prior to the date of payment. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional Trustee, the 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 Institutional 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 General Obligations, 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 and creditor in respect of General Obligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.actual number of
Appears in 1 contract
Samples: Supplemental Indenture (Mercantile Bancorporation Inc)
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following formsforms 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 DEBENTUREDEBENTURES, 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 Xxxxx Watex Xxxxxx, Xxx Xxxx, Xxx Xxxx) to xx the issuer or its agent for registration of transfer, 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. $ CUSIP NoNO. 00000XXX0 BANK ONE CMS ENERGY CORPORATION 7.20___% JUNIOR CONVERTIBLE SUBORDINATED DEFERRABLE INTEREST DEBENTURE DEBENTURES DUE October 15, 2031 BANK ONE CORPORATION2027 CMS Energy Corporation, a Delaware Michigan corporation (the "CompanyIssuer", 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 October 15_________, 2031 ____, and to pay interest on said principal sum from September 28____________, 20011997, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on January 15___________, April 15________, July 15 ____________ and October 15 ____________ of each year commencing January 15, 2002 (each such date, an "Interest Payment Date"), ___________ at the rate of --------------------- 7.20___% per annum (the "Interest Rate") until the principal hereof shall have ------------- become due and payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate same rate per annum compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Company. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided in the Indenture. In the event that any Interest Payment Date 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, 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 first 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, except if the Debentures are held by the Institutional Trustee, the regular record date shall be the close of business on the January 1, April 1, July 1 and October 1 next preceding such Interest Payment Date, as applicable. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of Debentures 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 Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, at the option of the -------- ------- Company, by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account designated by a Holder in writing not less than ten days prior to the date of payment. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional Trustee, the 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 Institutional 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 General Obligations, 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 and creditor in respect of General Obligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.Interest
Appears in 1 contract
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF DEBENTURE) [IF THE DEBENTURE Debenture IS TO BE A GLOBAL DEBENTUREDebenture, 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 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, 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 Cede & Co.CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co.CO., has an interest herein.] No. CUSIP NoXXXXX INDUSTRIES, INC. 00000XXX0 BANK ONE CORPORATION 7.209.50% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE October 152027 Xxxxx Industries, 2031 BANK ONE CORPORATIONInc., a Delaware an Indiana corporation (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 ($___________) 103,100,000 on October 15February 1, 2031 2027, and to pay interest on said principal sum from September January 28, 20011997, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly semi-annually (subject to deferral as set forth herein) in arrears on January 15, April 15, July 15 February 1 and October 15 August 1 of each year commencing January 15August 1, 2002 (each such date, an "Interest Payment Date")1997, at the rate of --------------------- 7.209.50% per annum (the "Interest Rate") until the principal hereof shall have ------------- become due and payable, plus Additional Interest, if any, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate same rate per annum compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Companysemiannually. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided computed on the basis of a 360-day year of twelve 30-day months. The amount of interest payable for any period shorter than a full semi-annual interest payment period for which interest is computed will be computed on the basis of actual number of days elapsed in the Indenturea 360-day year of twelve 30-day months. In the event that any Interest Payment Date 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 first 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, except if the Debentures are held by the Institutional Trustee, the regular record date [IF THE CAPITAL SECURITIES ARE NO LONGER REPRESENTED BY A GLOBAL CERTIFICATE OR IF THE DEBENTURES ARE NOT HELD BY THE INSTITUTIONAL TRUSTEE AND ARE NOT REPRESENTED BY A GLOBAL DEBENTURE -- which shall be the close of business on [insert regular record date selected by the January 1, April 1, July 1 and October 1 next preceding such Interest Payment Date, as applicable. Company in accordance with Section 2.5].] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof of which shall be given to the registered Holders holders of this series of Debentures 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 Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, made at the option of the -------- ------- Company, Company by check mailed to the registered Holder holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by a Holder in writing not less than ten days prior to the date of paymentsuch holder. Notwithstanding the foregoing, so long as the Holder holder of this Debenture is the Institutional Trustee, the 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 Institutional 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 General Obligationsof the Company, and this Debenture is issued subject to the provisions of the Indenture with respect thereto. Each Holder 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 provided, and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder 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 and creditor in respect of General Obligationsthe Company, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.
Appears in 1 contract
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (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 Xxxxx XxxxxxWater Street, Xxx XxxxNew York, Xxx XxxxNew York) to the issuer or its agent for registration of transferrxxxxxxxxxxx xx xxxxxxxx, exchange xxxxange 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.]
No. CUSIP No. 00000XXX0 BANK ONE 1 FLEETBOSTON FINANCIAL CORPORATION 7.20% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE October 15, 2031 BANK ONE 2032 $_______________ CUSIP#__________ FLEETBOSTON FINANCIAL CORPORATION, a Delaware Rhode Island corporation (the "Company", which ------- term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ______________ The Bank of New York, as Institutional Trustee of Fleet Capital Trust VIII under that certain Amended and Restated Declaration of Trust dated as of March 8, 2002, or registered assigns, the principal sum of _____________ Dollars [ ] ($___________) on October March 15, 2031 and 2032; provided, that the Company may accelerate or extend the Stated Maturity of this Debenture subject to the conditions specified herein. The Company further promises to pay interest on said principal sum from September 28March 8, 20012002, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on January March 15, April June 15, July September 15 and October December 15 of each year commencing January June 15, 2002 (each such date, an "Interest Payment Date")2002, at the rate of --------------------- 7.20% per annum (the "Interest Coupon Rate") until the principal hereof shall have ------------- become due and payable, and on any overdue principal and premiumprincipal, if any, at the Interest Rate 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 Interest Rate same rate per annum compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Company. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated computed on the basis of a 360-day year of twelve 30-day months and, except as provided in the Indenturefollowing sentences, 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 per calendar month (but not to exceed 30 days in any month). In the event that any Interest Payment Date 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 the date such datepayment otherwise would have been payable. 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 relevant record date for such interest installmentdates, which shall be will be, as long as this Debenture remains in book-entry form, one Business Day prior to the close of business on the first business day next preceding such relevant Interest Payment DateDate and, in the event this Debenture is not in book-entry form, the 1st day of the month in which the relevant Interest Payment Date occurs. If Payments of interest may be deferred by the Company pursuant to the provisions of Article IV of the Third Supplemental Indenture to the Indenture the Debentures are no longer represented by a Global Debenture, except if the Debentures are held by the Institutional Trustee, the regular record date shall be the close of business on the January 1, April 1, July 1 and October 1 next preceding such Interest Payment Date, (as applicabledefined herein). Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Debentures 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 Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, made at the option of the -------- ------- Company, Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account designated by a Holder in writing not less than ten days prior to the date of paymentRegister. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional Trustee, the 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 Institutional 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 General Obligations, Other Financial Obligations (each as defined in the Indenture) 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 and creditor in respect of General Other Financial Obligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. If a Tax Event occurs, then the Company will have the right prior to the termination of Fleet Capital Trust VIII, to accelerate the Stated Maturity of this Debenture to the minimum extent required in order to allow for the payments of interest (including Additional Interest) in respect of this Debenture to continue to be tax deductible for the Company for United States federal income tax purposes, but in no event shall the resulting Stated Maturity of this Debenture be less than 15 years from the date of original issuance hereof. The Stated Maturity may be accelerated only if, (a) in the opinion of counsel to the Company, experienced in such matters, (i) after advancing the Stated Maturity, interest paid on this Debenture will be deductible for United States federal income tax purposes and (ii) accelerating the Stated Maturity will not result in a taxable event to the holders of the Preferred Securities, and (b) the Company has received the prior approval of the Federal Reserve Board to accelerate the Stated Maturity of this Debenture if such approval is then required under applicable law, rules, guidelines and policies. The Company may extend the Stated Maturity of this Debenture to a date no later than March 15, 2051 so long as at the time such election is made and at the time such extension commences (x) no Event of Default has occurred and is continuing; (y) Fleet Capital Trust VIII is not in arrears on payments of distributions on its Preferred Securities and no deferred distributions have accumulated on its Preferred Securities and (z) this Debenture is, and after such extension will be, rated at least BBB- by Standard & Poor's Ratings Services, at least Baa3 by Moody's Investors Service, Inc. or at least the equivalent by any xxxxx nationally recognized statistical rating organization. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.
Appears in 1 contract
Samples: Third Supplemental Indenture (Fleet Capital Trust Viii)
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (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 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. ._____________________ CUSIP No. 00000XXX0 BANK ONE CORPORATION 7.20% [FLOATING RATE] [ %] JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE October 15, 2031 [date] BANK ONE CORPORATION, a Delaware corporation (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 October 15, 2031 [date] and to pay interest on said principal sum from September 28, 2001[date], or from the most recent interest payment date to which interest has been paid or duly provided for, quarterly [quarterly/monthly/semiannually] (subject to deferral as set forth herein) in arrears on January 15, April 15, July 15 and October 15 [dates] of each year commencing January 15, 2002 (each such [date, an "Interest Payment Date")], at the rate of --------------------- 7.20% per annum Interest Rate (as defined in the "Interest Rate"Indenture) until the principal hereof shall have ------------- become due and payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Company. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided in the Indenture. In the event that any Interest Payment Date 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, 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 datedate (each date on which interest is actually payable, an "Interest Payment 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 first 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[IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE DEBENTURES ARE NO LONGER REPRESENTED BY A GLOBAL DEBENTURE, which shall be, except if the Debentures are held by the Institutional Trustee, the regular record date shall be the close of business on the January 1, April 1, July 1 and October 1 [dates] next preceding such Interest Payment Date, as applicable. .] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of Debentures 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 Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, at the option of the -------- ------- Company, by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account designated by a Holder in writing not less than ten days prior to the date of payment. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional Trustee, the 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 Institutional 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 General Obligations, 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 and creditor in respect of General Obligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.
Appears in 1 contract
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: ([FORM OF FACE OF DEBENTURE) [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT - ] This Debenture is a Global Debenture in global form within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary the Depository or a nominee of a Depositarythe Depository. This Debenture Unless and until it is exchangeable exchanged in whole or in part for Debentures registered Securities in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenturecertificated form, and no transfer of this Debenture (other than a transfer of this Debenture Security may not be transferred except as a whole by the Depositary Depository to a nominee of the Depositary Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the Depositary) may be registered except in limited circumstancesDepository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. Unless this Debenture is presented by an authorized representative of The Depository Trust Company (55 Xxxxx XxxxxxWater Street, Xxx Xxxx, Xxx XxxxNew York) to the issuer Company or its agent for registration of transferregistraxxxx xx xxxxxxxx, exchange xxxxange or payment, and any Debenture certificate to be 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] . PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED 7.45% Senior Debenture Due 2026 No. 1 CUSIP No. 00000XXX0 BANK ONE CORPORATION 7.20% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE October 15744516 AB 1 PUBLIC SERVICE COMPANY OF NORTH CAROLINA, 2031 BANK ONE CORPORATIONINCORPORATED, a Delaware corporation duly organized and existing under the laws of the State of North Carolina (herein referred to as the "Company", ," which ------- term includes any successor corporation under the Indenture hereinafter referred toto hereinafter), for value received, hereby promises to pay to ______________ Cede & Co., or registered assigns, the principal sum of _____________ Fifty Million Dollars ($___________) on October December 15, 2031 2026 and to pay interest on said principal sum thereon from September 28December 17, 2001, 1996 or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) semi-annually in arrears on January 15, April 15, July June 15 and October December 15 of each year year, commencing January June 15, 2002 1997, and when the principal hereof shall have become due and payable, whether at maturity, by declaration of acceleration or otherwise (each such date, an "Interest Payment DateMaturity"), at the rate of --------------------- 7.207.45% per annum (the "Interest Rate") until the principal hereof shall have ------------- become so due and payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Companysame rate per annum. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided in computed on the Indenturebasis of a 360-day year of twelve 30-day months. In the event that any Interest Payment Date date on which interest is payable on the Securities of this series 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 DayDay (and without any interest or other payment in respect of any such delay), 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 IndentureSecurities of the same series) is registered at the close of business on the regular record date Regular Record Date for such interest installment, which shall be the close of business on the first business day next Business Day 15 days preceding such an Interest Payment Date. If pursuant ; provided further, however, that (i) if this Debenture is authenticated after a Regular Record Date and before the Interest Payment Date therefor, such interest installment shall be paid on the next succeeding Interest Payment Date to the provisions of registered holder thereof on the Indenture the Debentures are no longer represented by a Global Debenture, except if the Debentures are held by the Institutional Trustee, the regular record date Regular Record Date therefor and (ii) interest payable at Maturity shall be paid to the close of business on the January 1, April 1, July 1 and October 1 next preceding such Interest Payment Date, as applicablePerson to whom principal is paid. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders holders on such regular record date Regular Record Date, and may be paid to the Person person in whose name this Debenture (or one or more Predecessor SecuritiesSecurities of the same series) is registered at the close of business on a special record date Special Record Date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders holders of Debentures Securities of this series not less than 10 days prior to such special record dateSpecial 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 Debentures Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the IndentureIndenture hereinafter referred to. The If at any time this Debenture is not in global form, the principal of (and premium, if any) , and the interest on this Debenture shall be payable at the office or agency of the Trustee Company maintained for that purpose in the Borough of Manhattan, the City of New York, in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest on this Debenture may be made, made at the option of the -------- ------- Company, Company (i) by check mailed to the registered Holder holder hereof at such address as shall appear in the Security Register or (ii) by wire transfer to an account designated by a Holder in writing not less than ten days prior to the date of payment. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional Trustee, the 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 maintained by the Institutional Trustee. The indebtedness evidenced by this Debenture is, to the extent provided person entitled thereto as specified in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness and General Obligations, 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 and creditor in respect of General Obligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisionsSecurity Register. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. The provisions of this Debenture are continued contained 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.
Appears in 1 contract
Samples: Second Supplemental Indenture (Public Service Co of North Carolina Inc)
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF DEBENTURE) [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, SECURITY INSERT - This Subordinated Debenture is a Global Debenture Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary Depository or a nominee of a Depositarythe Depository. This Subordinated Debenture is exchangeable for Subordinated Debentures registered in the name of a person other than the Depositary Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Subordinated Debenture (other than a transfer of this Subordinated Debenture as a whole by the Depositary Depository to a nominee of the Depositary Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the DepositaryDepository) may be registered except in limited circumstances. Unless this Subordinated Debenture is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, exchange or payment, and any Subordinated Debenture issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The the Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] PROTECTIVE LIFE CORPORATION ___% Subordinated Debentures Due__________, 20__, Series _ No. CUSIP No. 00000XXX0 BANK ONE CORPORATION 7.20% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE October 15, 2031 BANK ONE 1 $__________ PROTECTIVE LIFE CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware corporation (herein called the "Company", which ------- term includes any successor corporation under the Indenture hereinafter referred to(as defined on the reverse hereof)), for value received, hereby promises to pay to ______________ or registered assigns_________, the principal sum of $_________ on__________, 20__ (such date, and any other such other date to which the stated maturity of this Subordinated Debenture may be shortened or extended, as described below, is hereinafter referred to as the "Stated Maturity") and to pay interest thereon from. Interest shall be payable on this Subordinated Debenture, in arrears, on March 31, June 30, September 30 and December 31 of each year (each an "Interest Payment Date") commencing __________, 199_, at the rate of ___% per annum, until the principal hereof is paid or made available for payment; provided that any such installment of interest, which is overdue shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable) from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand; provided further that, notwithstanding anything contained in the Indenture and Supplemental Indenture No. 4 (as defined on the reverse hereof) to the contrary, the Company shall have the right at any time, and from time to time, during the term of this Subordinated Debenture to defer payments of interest by extending the interest payment period to the next Interest Payment Date by one or more quarterly periods not exceeding 20 consecutive quarters (each such period, an "Extension Period"), but no such Extension Period may extend beyond __________, 20__, or such other date to which the Stated Maturity may have been shortened or extended as described below. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid (including any Additional Interest, as hereinafter defined) together with interest thereon compounded quarterly at the rate specified for this Subordinated Debenture to the extent permitted by applicable law; provided, that during any such Extension Period, (a) the Company shall not declare or pay dividends on, make any distribution with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to any of its capital stock (other than (i) purchases or acquisitions of shares of the Company's common stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans or the satisfaction by the Company of its obligation pursuant to any contract or security requiring it to purchase shares of its common stock, (ii) as a result of a reclassification of the Company's capital stock or the exchange or conversion of one class or series of the Company's capital stock for another class or series of its capital stock, (iii) the purchase of fractional interests in shares of the Company's capital stock pursuant to an acquisition or the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (iv) redemptions or purchases pursuant to the Company's Rights Agreement, dated August 7, 1995, between the Company and AmSouth Bank of Alabama as Rights Agent), (b) the Company shall not make any payment of principal, premium, if any, or interest on or repay, repurchase or redeem any debt securities issued by the Company that rank pari passu with or junior to the Securities (as defined in Supplemental Indenture No. 4) and (c) the Company shall not make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee, dated as of __________, 199_ of the Company (the "Guarantee") with respect to the ___ Dollars _% Trust Originated Preferred Securities ($the "Preferred Securities") issued by PLC Capital Trust II ("PLC Capital"), the Common Securities Guarantee, dated as of ___________) on October 15, 2031 and to pay interest on said principal sum from September 28, 2001, or from 199_ of the most recent interest payment date to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on January 15, April 15, July 15 and October 15 of each year commencing January 15, 2002 (each such date, an "Interest Payment Date"), at the rate of --------------------- 7.20% per annum Company (the "Interest RateCommon Guarantee," and together with the Guarantee, the "Guarantees") until with respect to the principal hereof ___% Trust Originated Common Securities (the "Common Securities," and together with the Preferred Securities, the "Trust Securities") issued by PLC Capital, the Preferred Securities Guarantee Agreement, dated April 29, 1997, of the Company, with respect to the 8 1/4% Trust Originated Preferred Securities of PLC Capital Trust I and the Common Securities Guarantee Agreement, dated as of April 29, 1997, of the Company with respect to the 8 1/4% Trust Originated Common Securities of PLC Capital Trust I (together the "8 1/4% TOPrS Guarantees") and the Guarantee Agreement, dated as of June 9, 1994 of the Company (the "Series A Guarantee") with respect to the 9% Cumulative Monthly Income Preferred Securities, Series A of PLC Capital L.L.C.). Prior to the termination of any such Extension Period, the Company may further defer payments of interest by extending the interest payment period; provided, however, that, such Extension Period, including all such previous and further extensions, may not exceed 20 consecutive quarters or beyond the Stated Maturity. Upon the termination of any Extension Period and the payment of all amounts then due, the Company may commence a new Extension Period, subject to the terms set forth below. No interest shall have ------------- become be due and payablepayable during any Extension Period, and on any overdue principal and premium, if any, except at the Interest Rate end thereof, but the Company may prepay at any time all or any portion of the interest accrued during any Extension Period. If the Institutional Trustee (as defined in the Amended and Restated Declaration of Trust of PLC Capital (without duplication the "Declaration of Trust") shall be the sole holder of the Securities, the Company shall give the Regular Trustees (as defined in the Declaration of Trust) and the Institutional Trustee (as defined in the Declaration of Trust), notice of its selection of such Extension Period one Business Day prior to the extent that earlier of (i) the date distributions on the Preferred Securities are payable or (ii) the date the Regular Trustees are required to give notice of the record date or the date such distribution is 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. If the Institutional Trustee shall not be the sole holder of the Securities, the Company shall give the holders of the Securities notice of its selection of such Extension Period at least 10 Business Days prior to the earlier of (i) the Interest Payment Date or (ii) the date upon which the Company 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 Securities. The quarter in which any notice is enforceable under applicable law) on any overdue installment given in accordance with the foregoing provisions shall be counted as one of interest at the Interest Rate compounded quarterly20 quarters permitted in the maximum Extension Period permitted hereunder. The Company may shall have the right to (i) shorten the Stated Maturity of the principal of this Subordinated Debenture at any time to any date not earlier than __________, 20__, and (ii) extend the Maturity Date stated maturity of the principal of this Subordinated Debenture at any time at its election for one or more periods, but in no event to a date no later than October 15__________, 205020__; provided that, so long as if the Company elects to exercise its right to extend the Stated Maturity of the principal of this Subordinated Debenture pursuant to clause (ii), above, at the time such election is made certain conditions described and at the time of extension (A) the Company is not in bankruptcy, otherwise insolvent or in liquidation, (B) the Company is not in default in the Indenture payment of any interest or principal on the Securities, (hereinafter referred toC) in the case of the Securities held by PLC Capital, PLC Capital is not in arrears on payments of Distributions (as defined in the Amended and Restated Declaration of Trust of PLC Capital) on the ___% Trust Originated Preferred Securities of PLC Capital and no deferred Distributions are met accumulated and (D) the Securities are rated not less than BBB- by Standard & Poor's Ratings Services or Baa3 by Xxxxx'x Investors Service, Inc. or the Companyequivalent by any other nationally recognized statistical rating organization; provided, further, that the Company may at any time irrevocably waive its right to extend the Stated Maturity date. In the event the Company elects to shorten or extend the Stated Maturity of the Securities or to irrevocably waive its right to extend the Stated Maturity of the Securities, it shall give notice to the Trustee, and the Trustee shall give notice of such shortening or extension or waiver to the Holder hereof, no less than 30 and no more than 90 days prior to the effectiveness thereof. The amount of interest payable on any Interest Payment Date (as defined below) shall be computed on the basis of twelve 30-day months and a 360-day year and, for any period that is shorter than a full 90-day quarter, will be calculated as provided on the basis of the actual number of days elapsed in the Indenturesuch period. In the event that any Interest Payment Date date on which interest is payable on this Security is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that 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. The interest installment so payable, and payable on any Interest Payment Date which is punctually paid or duly provided for, for on any Interest Payment Date will, as provided in the IndentureIndenture referred to on the reverse hereof, be paid to the person Person in whose name this Subordinated Debenture (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the regular record date Regular Record Date for such interest installmentInterest Payment Date, which shall be the close of business on the first business day 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, except if the Debentures are held by the Institutional Trustee, the regular record date shall be the close of business on the January 1, April 1, July 1 and October 1 next preceding such Interest Payment Date, as applicable. Any such interest installment not so punctually paid or duly provided for shall will forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) Security is registered at on the close of business relevant Regular Record Date, and such defaulted interest shall instead be payable to the person in whose name this Subordinated Debenture is registered on a the special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of Debentures not less than 10 days prior to such special record date, interest or may be paid at any time other specified date determined in any other lawful manner not inconsistent accordance with the requirements Indenture and the Supplemental Indenture No. 4 referred to on the reverse hereof. Payment of any securities exchange on which the Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the any such interest on this Subordinated Debenture shall will be payable made at the office or agency Corporate Trust Office of the Trustee maintained for that purpose Trustee, in any such coin or currency of the United States of America that as at the time of payment is legal tender for payment of public and private debts; , provided, however, that at the option of the Company payment of interest may be made, at the option of the -------- ------- Company, paid (i) by check mailed to the registered Holder at address of the person entitled thereto as such address as shall appear in the Security Register of Holders of the Subordinated Debentures or (ii) by wire transfer to an account designated maintained by a Holder the Person entitled thereto as specified in writing not less than ten days prior the Register of Holders of the Securities. Reference is hereby made to the date of payment. Notwithstanding the foregoing, so long as the Holder further provisions of this Subordinated Debenture is set forth on the Institutional Trusteereverse hereof, which further provisions shall for all purposes have the payment same effect as if set forth at this place. Unless the certificate 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 authentication hereon has been executed by the Institutional Trustee. The indebtedness evidenced Trustee referred to on the reverse hereof by manual signature, 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 General Obligations, 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 and creditor in respect of General Obligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Subordinated Debenture shall not be entitled to any benefit under the Indenture hereinafter and Supplemental Indenture No. 4 referred to, to on the reverse hereof or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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 placepurpose.
Appears in 1 contract
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (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 the Depository or a nominee of a Depositarythe Depository. This Debenture is exchangeable for Debentures registered in the name of a person other than the Depositary Depository 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 Depository to a nominee of the Depositary Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the DepositaryDepository) may be registered except in limited circumstances. Unless this Debenture is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. CUSIP No. 00000XXX0 BANK ONE CORPORATION 7.20$_____________________ ANTHEM, INC. 5.95% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE October 152006 ANTHEM, 2031 BANK ONE CORPORATIONINC., a Delaware an Indiana corporation (the "Company", which ------- term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ______________ or registered assigns______, the principal sum of _____________ Dollars dollars ($______________) on October November 15, 2031 2006 (such date is hereinafter referred to as the "Stated Maturity Date"), and to pay interest on said principal sum from September 28November 2, 2001, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly in arrears (subject to deferral as set forth herein) in arrears on January February 15, April May 15, July August 15 and October November 15 of each year year, commencing January February 15, 2002 (each such date2002, an "Interest Payment Date"), initially at the rate of --------------------- 7.205.95% per annum (the "Interest Rate") through and including August 15, 2004, and at the Reset Rate thereafter, until the principal hereof shall have ------------- become due and payable, and on is paid or made available for payment; provided that any overdue principal and premium, if any, at the Interest Rate and installment of interest which is overdue shall bear interest (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the Interest Rate compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October through and including August 15, 2050, so long as 2004 and at the time Reset Rate thereafter, from the dates such election amounts are due until they are paid or made available for payment, and such interest shall be payable on demand; and provided, further, that if there has been a Failed Remarketing, the Reset Rate will be equal to the Interest Rate until (i) the Debentures are successfully remarketed pursuant to the Purchase Contract Agreement and the Remarketing Agreement or (ii) if the Last Failed Remarketing shall have occurred, the principal of the Debentures is paid or made certain conditions described in the Indenture (hereinafter referred to) are met by the Companyavailable for payment. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided in computed on the Indenturebasis of a 360-day year consisting of twelve 30-day months. In the event that any Interest Payment Date 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 as long as any Debentures are represented by a Global Debenture shall be the close of business on the first business day Business Day next preceding such Interest Payment Date. If ; provided, however, if pursuant to the provisions terms of the Indenture the Debentures are no longer represented by a Global Debenture, except if the Debentures are held by the Institutional Trustee, the Company may select such regular record date for such interest installment which shall be the close of business on the January 1, April 1, July 1 and October 1 next preceding more than one Business Day but less than 60 Business Days prior to such Interest Payment Date, as applicable. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Debentures 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 Debentures may be listed, and upon such notice as may be required by such exchange, exchange all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office Office or agency Agency of the Trustee Company maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, made at the option of the -------- ------- Company, Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by a the Holder in writing not less than ten days prior to the date of paymententitled thereto. Notwithstanding the foregoing, so So long as no Event of Default has occurred and is continuing, the Holder Company shall have the right at any time, and from time to time, during the term of this Debenture, to defer payments of interest by extending the interest payment period of such Debenture is for a period not extending, in the Institutional Trusteeaggregate, beyond the Stated Maturity Date (the "Deferral Period"), during which Deferral Period no interest shall be due and payable. To the extent permitted by applicable law, interest, the payment of which has been deferred because of the principal extension of the interest payment period pursuant to the provisions of this Debenture, will bear interest thereon at the rate of 5.95% through and including August 15, 2004, and at the Reset Rate thereafter, compounded quarterly for each quarter of the Deferral Period ("Compounded Interest"). At the end of the Deferral Period, the Company shall pay all interest accrued and premium, if any) and interest unpaid on this Debenture will and Compounded Interest (together, "Deferred Interest") that shall be made payable to the Holders of this Debenture in whose names this Debenture are registered in the Register on the first record date after the end of the Deferral Period. Prior to the termination of any Deferral Period, the Company may further extend such period, provided that such period together with all such previous and further extensions thereof shall not extend beyond the Stated Maturity Date. Upon the termination of any Deferral Period and the payment of all Deferred Interest then due, the Company may commence a new Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during any Deferral Period, except at the end thereof, but the Company, at its option, may prepay on any Interest Payment Date all or any portion of the interest accrued during the then elapsed portion of a Deferral Period. The Company shall give the Trustee written notice of the Company's election to begin a Deferral Period for this Debenture and any shortening or extension thereof at least five Business Days prior to the earlier of (i) the date the interest on such place and Debenture is payable or (ii) the date the Company is required to give notice to the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Debentures of the record date or the date such interest is payable, but in any event not less than five Business Days prior to such account as may record date. The Company shall give or cause the Trustee to give notice at the Company's expense (a form of which shall be designated provided by the Institutional Company to the Trustee) of the Company's election to begin a Deferral Period to the Holders by first class mail, postage prepaid. The indebtedness evidenced by this Debenture is, to the extent and in the manner provided in the Indenture, subordinate and junior subject in right of payment to the prior payment in full of all Senior Indebtedness and General Obligationsof the Company, and this Debenture is issued subject to the such 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 and creditor in respect of General Obligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.
Appears in 1 contract
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF DEBENTURE) [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT - This Debenture is a in Global Debenture form within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary Depository or a nominee of a DepositaryDepository. This Debenture Unless and until it is exchangeable exchanged in whole or in part for Debentures registered securities in the name of a person other than the Depositary or its nominee only certificated form in the limited circumstances described in the Indentureindenture, and no transfer of this Debenture (other than a transfer of this Debenture security may not be transferred except as a whole by the Depositary depository to a nominee of the Depositary Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the Depositary) may be registered except in limited circumstancesDepository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. Unless this Debenture is presented by an authorized representative of The Depository Trust Company Company, a New York corporation (55 Xxxxx Xxxxxx"DTC"), Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, 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 DTC (and any payment hereon is made to Cede & Co.Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No) CONSECO, INC. CUSIP No. 00000XXX0 BANK ONE CORPORATION 7.209.00% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE No. ____ DUE October 15DECEMBER 31, 2031 BANK ONE CORPORATION2028 REGISTERED $______ Conseco, a Delaware Inc., an Indiana corporation (the "Company", which ------- term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________to______ , or registered assigns, the principal sum of _______of______ Dollars on December 31, 2028 ($___________or on such date that is no earlier than December 31, 2003 or such date that is no later than the earlier of: (i) on October 15December 31, 2031 2047, or (ii) the Interest Deduction Date, if the Company elects to shorten or extend the Maturity Date as further described herein), and to pay interest on said principal sum from September 28, 2001the date of issuance, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on January 15March 31, April 15June 30, July 15 September 30 and October 15 December 31 of each year commencing January 15December 31, 2002 (each such date, an "Interest Payment Date")1998, at the rate of --------------------- 7.209.00% per annum (the "Interest Rate") until the principal hereof shall have ------------- become due and payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate same rate per annum compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Company. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided computed on the basis of a 360-day year of twelve 30-day months, and for any period shorter than a full quarter on the basis of the actual number of days elapsed in the Indenturesuch 90-day quarter. In the event that any Interest Payment Date 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 first business day Business Day next preceding such Interest Payment Date. [If pursuant to the provisions of the Indenture the Debentures Preferred Securities are no longer represented by a Global Debenture, except global certificate or if the Debentures are held not represented by the Institutional Trustee, the regular record date a global debenture which shall be the close of business on the January 1, April 1, July 1 and October 1 Business Day next preceding such Interest Payment Datepayment.] Notwithstanding the foregoing, as applicableany interest that is payable on the Maturity Date shall be payable to the Person to whom principal payable at the Maturity Date shall be payable. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor SecuritiesSecurity) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of Debentures 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 accordance with the requirements provisions of any securities exchange on which the Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in Section 3.7(b) of the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, made at the option of the -------- ------- Company, Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account designated by a Holder in writing not less than ten days prior to the date of paymentRegister. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional Property Trustee, the payment of the principal of (and premium, if any) and interest on this Debenture will be made by wire transfer in immediately available funds at such place and to such account as may be designated by the Institutional Property Trustee. Payment of principal of the Debentures will only be made upon surrender of the Debentures to the Trustee or Paying Agent. 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 General ObligationsIndebtedness, 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 and creditor in respect of General ObligationsIndebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.
Appears in 1 contract
Samples: Supplemental Indenture (Conseco Inc)
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (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 Depository or a nominee of a DepositaryDepository. This Debenture is exchangeable for Debentures registered in the name of a person other than the Depositary Depository 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 Depository to a nominee of the Depositary Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the DepositaryDepository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository) may be registered except in limited circumstances. Unless this Debenture is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. ____________________ $_______________________ CUSIP No. 00000XXX0 BANK ONE CORPORATION 7.20______________ PUBLIC SERVICE COMPANY OF COLORADO ___% JUNIOR SUBORDINATED DEFERRABLE INTEREST SUBORDINATED DEBENTURE DUE October 15, 2031 BANK ONE CORPORATION_______ PUBLIC SERVICE COMPANY OF COLORADO, a Delaware Colorado corporation (the "Company", which ------- term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ______________ or registered assigns, the principal sum of _____________ Dollars ($___________) on October 15_________, 2031 ____, and to pay interest on said principal sum from September 28____________, 2001199__, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on January 15March 31, April 15June 30, July 15 September 30 and October 15 December 31 of each year commencing January 15June 30, 2002 (each such date, an "Interest Payment Date")1998, at the rate of --------------------- 7.20___% per annum (the "Interest Rate") until the principal hereof shall have ------------- become due and payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate same rate per annum compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Company. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided in computed on the Indenturebasis of a 360-day year of twelve 30-day months. In the event that any Interest Payment Date 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 first business day 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, except if the Debentures are held by the Institutional Trustee, the regular record 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 January 1, April 1, July 1 and October 1 ____ day next preceding such Interest Payment Date, as applicable. .] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Debentures 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 Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, made at the option of the -------- ------- Company, Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account designated by a Holder in writing not less than ten days prior to the date of paymentRegister. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional Property Trustee, the 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 Institutional 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 General ObligationsIndebtedness, 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 and creditor in respect of General ObligationsIndebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.
Appears in 1 contract
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF DEBENTURE) [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, SECURITY INSERT - This Subordinated Debenture is a Global Debenture Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary Depository or a nominee of a Depositarythe Depository. This Subordinated Debenture is exchangeable for Subordinated Debentures registered in the name of a person other than the Depositary Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Subordinated Debenture (other than a transfer of this Subordinated Debenture as a whole by the Depositary Depository to a nominee of the Depositary Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the DepositaryDepository) may be registered except in limited circumstances. Unless this Subordinated Debenture is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, exchange or payment, and any Subordinated Debenture issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The the Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] % Subordinated Debentures Due , 20 , Series No. CUSIP No. 00000XXX0 BANK ONE CORPORATION 7.20% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE October 15, 2031 BANK ONE 1 $ PROTECTIVE LIFE CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware corporation (herein called the "Company", which ------- term includes any successor corporation under the Indenture hereinafter referred to(as defined on the reverse hereof)), for value received, hereby promises to pay to ______________ or registered assigns, the principal sum of _____________ Dollars $ on , 20 ($___________such date, and any other such other date to which the stated maturity of this Subordinated Debenture may be shortened or extended, as described below, is hereinafter referred to as the "Stated Maturity") on October 15, 2031 and to pay interest thereon from. Interest shall be payable on said principal sum from this Subordinated Debenture, in arrears, on March 31, June 30, September 28, 2001, or from the most recent interest payment date to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on January 15, April 15, July 15 30 and October 15 December 31 of each year commencing January 15, 2002 (each such date, an "Interest Payment Date")) commencing , 20 , at the rate of --------------------- 7.20% per annum, until the principal hereof is paid or made available for payment; provided that any such installment of interest, which is overdue shall bear interest at the rate of % per annum (to the "Interest Rate"extent that the payment of such interest shall be legally enforceable) from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand; provided further that, notwithstanding anything contained in the principal hereof Indenture and Supplemental Indenture No. 7 (as defined on the reverse hereof) to the contrary, the Company shall have ------------- become due and payablethe right at any time, and on from time to time, during the term of this Subordinated Debenture to defer payments of interest by extending the interest payment period to the next Interest Payment Date by one or more quarterly periods not exceeding 20 consecutive quarters (each such period, an "Extension Period"), but no such Extension Period may extend beyond , 20 , or such other date to which the Stated Maturity may have been shortened or extended as described below. At the end of any overdue principal such Extension Period, the Company shall pay all interest then accrued and unpaid (including any Additional Interest, as hereinafter defined) together with interest thereon compounded quarterly at the rate specified for this Subordinated Debenture to the extent permitted by applicable law; provided, that during any such Extension Period, (a) the Company shall not declare or pay dividends on, make any distribution with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to any of its capital stock (other than (i) purchases or acquisitions of shares of the Company's common stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans or the satisfaction by the Company of its obligation pursuant to any contract or security requiring it to purchase shares of its common stock, (ii) as a result of a reclassification of the Company's capital stock or the exchange or conversion of one class or series of the Company's capital stock for another class or series of its capital stock, (iii) the purchase of fractional interests in shares of the Company's capital stock pursuant to an acquisition or the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (iv) redemptions or purchases pursuant to the Company's Rights Agreement, dated August 7, 1995, between the Company and AmSouth Bank of Alabama as Rights Agent), (b) the Company shall not make any payment of principal, premium, if any, or interest on or repay, repurchase or redeem any debt securities issued by the Company that rank pari passu with or junior to the Securities (as defined in Supplemental Indenture No. 7) and (c) the Company shall not make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee, dated as of , 20 of the Company (the "Guarantee") with respect to the % Trust Originated Preferred Securities (the "Preferred Securities") issued by PLC Capital Trust V ("PLC Capital"), the Common Securities Guarantee, dated as of , 20 of the Company (the "Common Guarantee," and together with the Guarantee, the "Guarantees") with respect to the % Trust Originated Common Securities (the "Common Securities," and together with the Preferred Securities, the "Trust Securities") issued by PLC Capital, the Preferred Securities Guarantee dated as of August 22, 2001 of the Company (the "Series D Preferred Guarantee") with respect to the 71/2% Trust Originated Preferred Securities Series D of PLC Capital Trust III and the Common Securities Guarantee, dated as of August 22, 2001 of the Company (the "Series D Common Guarantee") with respect to the 71/2% Trust Originated Common Securities of PLC Capital Trust III and the Preferred Securities Guarantee, dated as of September 25, 2002 of the Company (the "Series E Preferred Guarantee") with respect to the 71/4% Trust Originated Preferred Securities (the Series E of PLC Capital Trust IV, and the Common Securities Guarantee dated as of September 25, 2002 of the Company (the "Series E Common Guarantee") with respect to the 71/4% Trust Originated Common Securities of PLC Capital Trust IV. Prior to the termination of any such Extension Period, the Company may further defer payments of interest by extending the interest payment period; provided, however, that, such Extension Period, including all such previous and further extensions, may not exceed 20 consecutive quarters or beyond the Stated Maturity. Upon the termination of any Extension Period and the payment of all amounts then due, the Company may commence a new Extension Period, subject to the terms set forth below. No interest shall be due and payable during any Extension Period, except at the Interest Rate end thereof, but the Company may prepay at any time all or any portion of the interest accrued during any Extension Period. If the Institutional Trustee (as defined in the Amended and Restated Declaration of Trust of PLC Capital (without duplication the "Declaration of Trust") shall be the sole holder of the Securities, the Company shall give the Regular Trustees (as defined in the Declaration of Trust) and the Institutional Trustee (as defined in the Declaration of Trust), notice of its selection of such Extension Period one Business Day prior to the extent that earlier of (i) the date distributions on the Preferred Securities are payable or (ii) the date the Regular Trustees are required to give notice of the record date or the date such distribution is 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. If the Institutional Trustee shall not be the sole holder of the Securities, the Company shall give the holders of the Securities notice of its selection of such Extension Period at least 10 Business Days prior to the earlier of (i) the Interest Payment Date or (ii) the date upon which the Company 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 Securities. The quarter in which any notice is enforceable under applicable law) on any overdue installment given in accordance with the foregoing provisions shall be counted as one of interest at the Interest Rate compounded quarterly20 quarters permitted in the maximum Extension Period permitted hereunder. The Company may shall have the right to (i) shorten the Stated Maturity of the principal of this Subordinated Debenture at any time to any date not earlier than , 20 , and (ii) extend the Maturity Date stated maturity of the principal of this Subordinated Debenture at any time at its election for one or more periods, but in no event to a date no later than October 15, 205020 ; provided that, so long as if the Company elects to exercise its right to extend the Stated Maturity of the principal of this Subordinated Debenture pursuant to clause (ii), above, at the time such election is made certain conditions described and at the time of extension (A) the Company is not in bankruptcy, otherwise insolvent or in liquidation, (B) the Company is not in default in the Indenture payment of any interest or principal on the Securities, (hereinafter referred toC) in the case of the Securities held by PLC Capital, PLC Capital is not in arrears on payments of Distributions (as defined in the Amended and Restated Declaration of Trust of PLC Capital) on the % Trust Originated Preferred Securities of PLC Capital and no deferred Distributions are met accumulated and (D) the Securities are rated not less than BBB- by Standard & Poor's Ratings Services or Baa3 by Xxxxx'x Investors Service, Inc. or the Companyequivalent by any other nationally recognized statistical rating organization; provided, further, that the Company may at any time irrevocably waive its right to extend the Stated Maturity date. In the event the Company elects to shorten or extend the Stated Maturity of the Securities or to irrevocably waive its right to extend the Stated Maturity of the Securities, it shall give notice to the Trustee, and the Trustee shall give notice of such shortening or extension or waiver to the Holder hereof, no less than 30 and no more than 90 days prior to the effectiveness thereof. The amount of interest payable on any Interest Payment Date (as defined below) shall be computed on the basis of twelve 30-day months and a 360-day year and, for any period that is shorter than a full 90-day quarter, will be calculated as provided on the basis of the actual number of days elapsed in the Indenturesuch period. In the event that any Interest Payment Date date on which interest is payable on this Security is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that 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. The interest installment so payable, and payable on any Interest Payment Date which is punctually paid or duly provided for, for on any Interest Payment Date will, as provided in the IndentureIndenture referred to on the reverse hereof, be paid to the person Person in whose name this Subordinated Debenture (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the regular record date Regular Record Date for such interest installmentInterest Payment Date, which shall be the close of business on the first business day 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, except if the Debentures are held by the Institutional Trustee, the regular record date shall be the close of business on the January 1, April 1, July 1 and October 1 next preceding such Interest Payment Date, as applicable. Any such interest installment not so punctually paid or duly provided for shall will forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) Security is registered at on the close of business relevant Regular Record Date, and such defaulted interest shall instead be payable to the person in whose name this Subordinated Debenture is registered on a the special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of Debentures not less than 10 days prior to such special record date, interest or may be paid at any time other specified date determined in any other lawful manner not inconsistent accordance with the requirements Indenture and the Supplemental Indenture No. 7 referred to on the reverse hereof. Payment of any securities exchange on which the Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the any such interest on this Subordinated Debenture shall will be payable made at the office or agency Corporate Trust Office of the Trustee maintained for that purpose Trustee, in any such coin or currency of the United States of America that as at the time of payment is legal tender for payment of public and private debts; , provided, however, that at the option of the Company payment of interest may be made, at the option of the -------- ------- Company, paid (i) by check mailed to the registered Holder at address of the person entitled thereto as such address as shall appear in the Security Register of Holders of the Subordinated Debentures or (ii) by wire transfer to an account designated maintained by a Holder the Person entitled thereto as specified in writing not less than ten days prior the Register of Holders of the Securities. Reference is hereby made to the date of payment. Notwithstanding the foregoing, so long as the Holder further provisions of this Subordinated Debenture is set forth on the Institutional Trusteereverse hereof, which further provisions shall for all purposes have the payment same effect as if set forth at this place. Unless the certificate 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 authentication hereon has been executed by the Institutional Trustee. The indebtedness evidenced Trustee referred to on the reverse hereof by manual signature, 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 General Obligations, 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 and creditor in respect of General Obligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Subordinated Debenture shall not be entitled to any benefit under the Indenture hereinafter and Supplemental Indenture No. 7 referred to, to on the reverse hereof or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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 placepurpose.
Appears in 1 contract
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (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 the Depository or a nominee of a Depositarythe Depository. This Debenture is exchangeable for Debentures registered in the name of a person other than the Depositary Depository 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 Depository to a nominee of the Depositary Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the DepositaryDepository) may be registered except in limited circumstances. Unless this Debenture is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Watex Xxxxxx, Xxx Xxxx, Xxx Xxxx) to xx the issuer or its agent for registration of transfer, 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. ___________________ CUSIP No. 00000XXX0 BANK ONE CORPORATION 7.20% JUNIOR SUBORDINATED DEFERRABLE INTEREST ______________ $_____________________ METLIFE, INC. -% DEBENTURE DUE October 152005 METLIFE, 2031 BANK ONE CORPORATIONINC., a Delaware corporation (the "Company", which ------- term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ______________ or registered assigns, the principal sum of _____________ Dollars _, the principal sum of ($______________) on October 15____________ __, 2031 2005 (such date is hereinafter referred to as the "Stated Maturity Date"), and to pay interest on said principal sum from September 28____________ __, 20012003, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly in arrears (subject to deferral as set forth herein) in arrears on January 15____________ __, April 15____________ __, July 15 ____________ __, and October 15 ____________ __ of each year year, commencing January 15on ____________ __, 2002 (each such date2000, an "Interest Payment Date"), initially at the rate of --------------------- 7.20% -% per annum (through and including ____________ __, 2003, and at the "Interest Rate") Reset Rate thereafter, until the principal hereof shall have ------------- become due and payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest rate of -% through and including ____________ __, 2002, and at the Reset Rate thereafter, until the principal hereof shall have become due and payable, compounded quarterly. The Company may extend interest rate will be reset on the Maturity Date of this Debenture third Business Day preceding ____________ __, 2003 to a date no later than October 15, 2050, so long the Reset Rate (as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met determined by the CompanyReset Agent); provided, however, if there has been a Failed Remarketing, the Reset Rate will be equal to the Interest Rate until the Capital Securities are successfully remarketed pursuant to the Purchase Contract Agreement. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided in computed on the Indenturebasis of a 360-day year consisting of twelve 30-day months. In the event that any Interest Payment Date 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 in the case of a Global Debenture shall be the close of business on the first business day Business Day next preceding such Interest Payment Date. If ; provided, however, if pursuant to the provisions terms of the Indenture the Debentures are no longer represented by a Global Debenture, except if the Debentures are held by the Institutional Trustee, the Company may select such regular record date for such interest installment which shall be the close of business on the January 1, April 1, July 1 and October 1 next preceding such more than one Business Day but less than 60 Business Days prior to an Interest Payment Date, as applicable. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Debentures 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 Debentures may be listed, and upon such notice as may be required by such exchange, exchange all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, made at the option of the -------- ------- Company, Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by a the Holder in writing not less than ten days prior to the date of paymententitled thereto. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional TrusteeProperty Trustee or the Collateral Agent, the 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 in writing by the Institutional Property Trustee. The indebtedness evidenced by So long as no Event of Default has occurred and is continuing, the Company shall have the right at any time, and from time to time, during the term of this Debenture isDebenture, to defer payments of interest by extending the interest payment period of such Debenture for a period not extending, in the aggregate, beyond the Stated Maturity Date (the "Deferral Period"), during which Deferral Period no interest shall be due and payable. To the extent provided in permitted by applicable law, interest, the Indenture, subordinate and junior in right payment of which has been deferred because of the extension of the interest payment to the prior payment in full of all Senior Indebtedness and General Obligations, and this Debenture is issued subject period pursuant to the provisions of the Indenture with respect thereto. Each Holder of this Debenture, by accepting will bear interest thereon at the samerate of -% through and including __________ __, 2003, and at the Reset Rate thereafter, compounded quarterly for each quarter of the Deferral Period (a"Compounded Interest"). At the end of the Deferral Period, the Company shall pay all interest accrued and unpaid on this Debenture and Compounded Interest (together, "Deferred Interest") agrees to and that shall be bound by such provisions, (b) authorizes and directs payable to 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 and creditor in respect of General Obligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. The provisions Holders of this Debenture in whose names this Debenture are continued registered in the Register on the reverse side hereof first record date after the end of the Deferral Period. Prior to the termination of any Deferral Period, the Company may further extend such period, provided that such period together with all such previous and such continued provisions further extensions thereof shall for not extend beyond the Stated Maturity Date. Upon the termination of any Deferral Period and the payment of all purposes have Deferred Interest then due, the same effect as though fully set forth Company may commence a new Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during an Deferral Period, except at this place.the end thereof, but the Company, at its option, may prepay on any
Appears in 1 contract
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF DEBENTURE) [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT - This Debenture is a in Global Debenture form within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary Depository or a nominee of a DepositaryDepository. This Debenture Unless and until it is exchangeable exchanged in whole or in part for Debentures registered securities in the name of a person other than the Depositary or its nominee only certificated form in the limited circumstances described in the Indentureindenture, and no transfer of this Debenture (other than a transfer of this Debenture security may not be transferred except as a whole by the Depositary depository to a nominee of the Depositary Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the Depositary) may be registered except in limited circumstancesDepository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. Unless this Debenture is presented by an authorized representative of The Depository Trust Company Company, a New York corporation (55 Xxxxx Xxxxxx"DTC"), Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, 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 DTC (and any payment hereon is made to Cede & Co.Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No) CONSECO, INC. CUSIP No. 00000XXX0 BANK ONE CORPORATION 7.208.70% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE No. ____ DUE October 15SEPTEMBER 30, 2031 BANK ONE CORPORATION2028 REGISTERED $______ Conseco, a Delaware Inc., an Indiana corporation (the "Company", which ------- term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________to______ , or registered assigns, the principal sum of _______of______ Dollars on September 30, 2028 ($___________or on such date that is no earlier than September 30, 2003 or such date that is no later than the earlier of: (i) on October 15September 30, 2031 2047, or (ii) the Interest Deduction Date, if the Company elects to shorten or extend the Maturity Date as further described herein), and to pay interest on said principal sum from September 28August 24, 20011998, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on January 15March 31, April 15June 30, July 15 September 30 and October 15 December 31 of each year commencing January 15September 30, 2002 (each such date, an "Interest Payment Date")1998, at the rate of --------------------- 7.208.70% per annum (the "Interest Rate") until the principal hereof shall have ------------- become due and payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate same rate per annum compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Company. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided computed on the basis of a 360-day year of twelve 30-day months, and for any period shorter than a full quarter on the basis of the actual number of days elapsed in the Indenturesuch 90-day quarter. In the event that any Interest Payment Date 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 first business day Business Day next preceding such Interest Payment Date. [If pursuant to the provisions of the Indenture the Debentures Preferred Securities are no longer represented by a Global Debenture, except global certificate or if the Debentures are held not represented by the Institutional Trustee, the regular record date a global debenture - which shall be the close of business on the January 1, April 1, July 1 and October 1 Business Day next preceding such Interest Payment Datepayment.] Notwithstanding the foregoing, as applicableany interest that is payable on the Maturity Date shall be payable to the Person to whom principal payable at the Maturity Date shall be payable. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor SecuritiesSecurity) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of Debentures 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 accordance with the requirements provisions of any securities exchange on which the Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in Section 3.7(b) of the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, made at the option of the -------- ------- Company, Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account designated by a Holder in writing not less than ten days prior to the date of paymentRegister. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional Property Trustee, the payment of the principal of (and premium, if any) and interest on this Debenture will be made by wire transfer in immediately available funds at such place and to such account as may be designated by the Institutional Property Trustee. Payment of principal of the Debentures will only be made upon surrender of the Debentures to the Trustee or Paying Agent. 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 General ObligationsIndebtedness, 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 and creditor in respect of General ObligationsIndebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.
Appears in 1 contract
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF DEBENTURE) [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT - This Debenture is a in Global Debenture form within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary Depository or a nominee of a DepositaryDepository. This Debenture Unless and until it is exchangeable exchanged in whole or in part for Debentures registered securities in the name of a person other than the Depositary or its nominee only certificated form in the limited circumstances described in the Indentureindenture, and no transfer of this Debenture (other than a transfer of this Debenture security may not be transferred except as a whole by the Depositary depository to a nominee of the Depositary Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the Depositary) may be registered except in limited circumstancesDepository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. Unless this Debenture is presented by an authorized representative of The Depository Trust Company Company, a New York corporation (55 Xxxxx Xxxxxx"DTC"), Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, 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 DTC (and any payment hereon is made to Cede & Co.Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No) CONSECO, INC. CUSIP No. 00000XXX0 BANK ONE CORPORATION 7.209.44% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE No. ____ DUE October 15SEPTEMBER 30, 2031 BANK ONE CORPORATION2029 REGISTERED $------ Conseco, a Delaware Inc., an Indiana corporation (the "Company", which ------- term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________to______ , or registered assigns, the principal sum of _______of______ Dollars on September 30, 2029 ($___________or on such date that is no earlier than August 31, 2004 or such date that is no later than the earlier of: (i) on October 15September 30, 2031 2048, or (ii) the Interest Deduction Date, if the Company elects to shorten or extend the Maturity Date as further described herein), and to pay interest on said principal sum from September 28, 2001the date of issuance, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on January 15March 31, April 15June 30, July 15 September 30 and October 15 December 31 of each year commencing January 15September 30, 2002 (each such date, an "Interest Payment Date")1999, at the rate of --------------------- 7.209.44% per annum (the "Interest Rate") until the principal hereof shall have ------------- become due and payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate same rate per annum compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Company. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided computed on the basis of a 360-day year of twelve 30-day months, and for any period shorter than a full quarter on the basis of the actual number of days elapsed in the Indenturesuch 90-day quarter. In the event that any Interest Payment Date 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 first business day Business Day next preceding such Interest Payment Date. [If pursuant to the provisions of the Indenture the Debentures Preferred Securities are no longer represented by a Global Debenture, except global certificate or if the Debentures are held not represented by the Institutional Trustee, the regular record date a global debenture - which shall be the close of business on the January 1, April 1, July 1 and October 1 Business Day next preceding such Interest Payment Datepayment.] Notwithstanding the foregoing, as applicableany interest that is payable on the Maturity Date shall be payable to the Person to whom principal payable at the Maturity Date shall be payable. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor SecuritiesSecurity) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of Debentures 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 accordance with the requirements provisions of any securities exchange on which the Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in Section 3.7(b) of the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, made at the option of the -------- ------- Company, Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account designated by a Holder in writing not less than ten days prior to the date of paymentRegister. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional Property Trustee, the payment of the principal of (and premium, if any) and interest on this Debenture will be made by wire transfer in immediately available funds at such place and to such account as may be designated by the Institutional Property Trustee. Payment of principal of the Debentures will only be made upon surrender of the Debentures to the Trustee or Paying Agent. 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 General ObligationsIndebtedness, 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 and creditor in respect of General ObligationsIndebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.
Appears in 1 contract
Samples: Supplemental Indenture (Conseco Inc)
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (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 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. CUSIP No. 00000XXX0 BANK ONE CORPORATION 7.20% FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE October 15SEPTEMBER 1, 2031 2030 BANK ONE CORPORATION, a Delaware corporation (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 October 15September 1, 2031 2030 (the "Maturity Date") and to pay interest on said principal sum from September 28August 30, 20012000, or from the most recent interest payment date to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on January 15March 1, April 15June 1, July 15 September 1 and October 15 December 1 of each year commencing January 15December 1, 2002 2000 (each such date, an "Interest Payment Date")) at a --------------------- variable annual rate, at the rate reset quarterly, of --------------------- 7.20Three-Month LIBOR plus 1.50% per annum (the "Interest Rate") until the principal hereof shall have ------------- become due and payable, ------------- and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Company. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided in the Indenture. In the event that any Interest Payment Date 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 except that, if such Business day is in the next succeeding calendar month, then such payment will be made on the immediately preceding Business day (the date on which such interest payment is actually paid, an "Interest Payment Date"). If the Maturity Date falls on a day --------------------- that is not a Business Day, in each case with the same force and effect as if final payment may be made on the next succeeding Business Day and no interest on such datepayment will accrue for the period from and after the Maturity 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 first 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, except if the Debentures are held by the Institutional Trustee, the regular record date shall be the close of business on the January 1February 15, April 1May 15, July 1 August 15 and October 1 November 15 next preceding such Interest Payment Date, as applicable. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of Debentures 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 Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment -------- ------- of interest may be made, at the option of the -------- ------- Company, by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account designated by a Holder in writing not less than ten days prior to the date of payment. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional Trustee, the 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 Institutional 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 General Obligations, 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 and creditor in respect of General Obligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.
Appears in 1 contract
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (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 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. -------------------------- $ ---------------------------- CUSIP No. 00000XXX0 BANK ONE CORPORATION 7.20% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE October 15, 2031 BANK ONE CORPORATION-------------------- NORTHERN STATES POWER COMPANY NORTHERN STATES POWER COMPANY, a Delaware Minnesota corporation (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 October 15January 31, 2031 2037, and to pay interest on said principal sum from September 28January 31, 20011997, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on January 15March 31, April 15June 30, July 15 September 30 and October 15 December 31 of each year commencing January 15March 31, 2002 (each such date, an "Interest Payment Date")1997, at the rate of --------------------- 7.207-7/8% per annum (the "Interest Rate") until the principal hereof shall have ------------- become due and payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate same rate per annum compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Company. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided in computed on the Indenturebasis of a 360-day year of twelve 30-day months. In the event that any Interest Payment Date 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 first 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, except if the Debentures are held by the Institutional Trustee, the regular record 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 January 1, April 1, July 1 and October 1 fifteenth day next preceding such Interest Payment Date, as applicable. .] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Debentures 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 Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, made at the option of the -------- ------- Company, Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account designated by a Holder in writing not less than ten days prior to the date of paymentRegister. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional Trustee, the 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 Institutional 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 General ObligationsIndebtedness, 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 and creditor in respect of General ObligationsIndebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.
Appears in 1 contract
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (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 Xxxxx XxxxxxWater Street, Xxx XxxxNew York, Xxx XxxxNew York) to the issuer or its agent for registration of transferrexxxxxxxxxx xx xxxxxxxx, exchange xxxxxxxx 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] . Certificate No. CUSIP No. 00000XXX0 BANK ONE 1 FLEETBOSTON FINANCIAL CORPORATION 7.206.000% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE October 15, 2031 BANK ONE 2033 $_______________ CUSIP#__________ FLEETBOSTON FINANCIAL CORPORATION, a Delaware Rhode Island corporation (the "Company", which ------- term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ______________ The Bank of New York, as Institutional Trustee of Fleet Capital Trust IX under that certain Amended and Restated Declaration of Trust dated as of July 31, 2003 or registered assigns, the principal sum of _____________ Dollars [ ] ($___________) on October 15August 1, 2031 and 2033. The Company further promises to pay interest on said principal sum from September 28July 31, 2001, 2003 or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on January 15February 1, April 15May 1, July 15 August 1 and October 15 of November 1 each year commencing January 15November 1, 2002 (each such date, an "Interest Payment Date"), 2003 at the rate of --------------------- 7.206.000% per annum (the "Interest Coupon Rate") until the principal hereof shall have ------------- become due and payable, and on any overdue principal and premiumprincipal, if any, at the Interest Rate 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 Interest Rate same rate per annum compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Company. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated computed on the basis of a 360-day year of twelve 30-day months and, except as provided in the Indenturefollowing sentences, 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 per calendar month (but not to exceed 30 days in any month). In the event that any Interest Payment Date 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 the date such datepayment otherwise would have been payable. 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 relevant record date for such interest installmentdates, which shall be will be, as long as this Debenture remains in book-entry form, one Business Day prior to the close of business on the first business day next preceding such relevant Interest Payment DateDate and, in the event this Debenture is not in book-entry form, the 15th day of the month immediately preceding the month in which the relevant Interest Payment Date occurs. If Payments of interest may be deferred by the Company pursuant to the provisions of Article IV of the Fourth Supplemental Indenture to the Indenture the Debentures are no longer represented by a Global Debenture, except if the Debentures are held by the Institutional Trustee, the regular record date shall be the close of business on the January 1, April 1, July 1 and October 1 next preceding such Interest Payment Date, (as applicabledefined herein). Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Debentures 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 Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, made at the option of the -------- ------- Company, Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account designated by a Holder in writing not less than ten days prior to the date of paymentRegister. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional Trustee, the 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 Institutional 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 General Obligations, Other Financial Obligations (each as defined in the Indenture) 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 and creditor in respect of General Other Financial Obligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Fleetboston Financial Corp)
Form of Debenture. The Debentures and the Trustee's Certificate certificate of Authentication authentication to be endorsed thereon are to be substantially in the following formsforms and are expressly made a part of this First Supplemental Indenture: (FORM OF FACE OF DEBENTURE) [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT - 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 of this series 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. Except as otherwise provided in Section 2.11 of the Indenture, this Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary. Unless this Debenture is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Watex Xxxxxx, Xxx Xxxx, Xxx Xxxx) to xx the issuer or its agent for registration of transfer, exchange or payment, and any Debenture of this series 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. CUSIP No. 00000XXX0 BANK ONE CORPORATION 7.20% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE October 15, 2031 BANK ONE CORPORATION, a Delaware corporation (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 October 15, 2031 and to pay interest on said principal sum from September 28, 2001, or from the most recent interest payment date to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on January 15, April 15, July 15 and October 15 of each year commencing January 15, 2002 (each such date, an "Interest Payment Date"), at the rate of --------------------- 7.20% per annum (the "Interest Rate") until the principal hereof shall have ------------- become due and payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Company. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided in the Indenture. In the event that any Interest Payment Date 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, 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 first 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, except if the Debentures are held by the Institutional Trustee, the regular record date shall be the close of business on the January 1, April 1, July 1 and October 1 next preceding such Interest Payment Date, as applicable. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of Debentures 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 Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, at the option of the -------- ------- Company, by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account designated by a Holder in writing not less than ten days prior to the date of payment. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional Trustee, the 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 Institutional 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 General Obligations, 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 and creditor in respect of General Obligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. [IF THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION ONE OF A BANK AND IS NOT INSURED SERIES ORIGINALLY ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AS SPECIFIED PURSUANT TO SECTION 2.03 OF THE INDENTURE, INSERT THE FOLLOWING UNLESS OTHERWISE DETERMINED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION COMPANY -- THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER GOVERNMENTAL AGENCYSTATE SECURITIES LAWS. 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.NEITHER THIS DEBENTURE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
Appears in 1 contract
Samples: First Supplemental Indenture (National Commerce Capital Trust I)
Form of Debenture. The Debentures and the Trustee's Certificate certificate of Authentication authentication to be endorsed thereon are to be substantially in the following formsforms and are expressly made a part of this First Supplemental Indenture: (FORM OF FACE OF DEBENTURE) [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT - 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 of this series 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. Except as otherwise provided in Section 2.11 of the Indenture, this Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary. Unless this Debenture is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, exchange or payment, and any Debenture of this series 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] [IF THIS DEBENTURE IS ONE OF A SERIES ORIGINALLY ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AS SPECIFIED PURSUANT TO SECTION 2.03 OF THE INDENTURE, INSERT THE FOLLOWING UNLESS OTHERWISE DETERMINED BY THE COMPANY -- THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. NEITHER THIS DEBENTURE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS DEBENTURE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH DEBENTURE PRIOR TO THE DATE WHICH IS THREE YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH MERCANTILE BANCORPORATION INC. (THE "COMPANY") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS DEBENTURE OR ANY PREDECESSOR OF THIS DEBENTURE (THE "RESALE RESTRICTIONS TERMINATION DATE") ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE DEBENTURES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE DEBENTURE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS DEBENTURE AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. DEBENTURES OWNED BY A PURCHASER THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER MAY NOT BE HELD IN BOOK-ENTRY FORM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTIONS TERMINATION DATE.] No. CUSIP No_________________ MERCANTILE BANCORPORATION INC. 00000XXX0 BANK ONE CORPORATION 7.20% FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE October 15, 2031 BANK ONE CORPORATION2027 MERCANTILE BANCORPORATION INC., a Delaware Missouri corporation (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 October 15February 1, 2031 2027, and to pay interest on said principal sum from September 28February 4, 20011997, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on January 15the first day of February, April 15May, July 15 August and October 15 November of each year commencing January 15May 1, 2002 (each such date, an "Interest Payment Date")1997, at the a variable annual rate of --------------------- 7.20equal to LIBOR plus 0.85% per annum (the "Interest Rate") until the principal hereof shall have ------------- become due and payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate a variable annual rate equal to LIBOR plus 0.85% compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Company. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided computed on the basis of the actual number of days elapsed in the Indenturea year of twelve 30-day months. In the event that any Interest Payment Date 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 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 Record Date for such interest installment, [which shall be the close of business on the first business day 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[IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE DEBENTURES OF THIS SERIES ARE NO LONGER REPRESENTED SOLELY BY A GLOBAL DEBENTURE, except if the Debentures are held by the Institutional Trustee, the regular record date SUBSTITUTE THE FOLLOWING FOR THE FOREGOING BRACKETED TEXT -- which shall be the close of business on the January 1, April 1, July 1 and October 1 15th day next preceding such Interest Payment Date, as applicable. .] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders holders on such regular record date Record Date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders holders of this series of Debentures 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 Debentures of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The In the event the Debentures of this series are issued in non-book entry form, the principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee (or other paying agent appointed by the Company) maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, made at the option of the -------- ------- Company, Company by check mailed to the registered Holder holder at such address as shall appear in the Debt Security Register or by wire transfer to an account appropriately designated by a Holder in writing not less than ten days prior to the date of paymentholder hereof. Notwithstanding the foregoing, so long as the Holder holder of this Debenture is the Institutional Trustee, the payment of the principal of (and premium, if any) and interest on this Debenture will be made in immediately available funds at such place and to such account as may be designated by the Institutional 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 General ObligationsIndebtedness, and this Debenture is issued subject to the provisions of the Indenture with respect thereto. Each Holder 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 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 and creditor in respect of General ObligationsIndebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. If this Debenture is exchanged in a Registered Exchange Offer prior to the Record Date for the first Interest Payment Date following such exchange, accrued and unpaid interest, if any, on this Debenture, up to but not including the date of issuance of the Exchange Debenture or Exchange Debentures issued in exchange for this Debenture, shall be paid on the first Interest Payment Date for such Exchange Debenture or Exchange Debentures to the Securityholder or Securityholders of such Exchange Debenture or Exchange Debentures on the first Record Date with respect to such Exchange Debenture or Exchange Debentures. If this Debenture is exchanged in a Registered Exchange Offer subsequent to the Record Date for the first Interest Payment Date following such exchange but on or prior to such Interest Payment Date, then any such accrued and unpaid interest with respect to this Debenture and any accrued and unpaid interest on the Exchange Debenture or Exchange Debentures issued in exchange for this Debenture, through the day before such Interest Payment Date, shall be paid on such Interest Payment Date to the Securityholder of this Debenture on such Record Date. If any time the Trust shall be 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 such case, the Company shall pay as additional interest on the Debentures held by the Institutional Trustee such additional amounts as shall be required so that the net amounts received and retained by the Trust after paying any such taxes, duties, assessments or other governmental charges will equal the amounts the Trust and the Institutional Trustee would have received had no such taxes, duties, assessments or other governmental charges been imposed. [IF THIS DEBENTURE IS AN INITIAL DEBENTURE INSERT -- In addition, the interest rate payable on the Debentures of this series is subject to increase as provided in the Indenture if, pursuant to the Registration Agreement either (A) the Exchange Offer Registration Statement (as such term is defined in the Registration Agreement) is not filed with the Securities and Exchange Commission (the "Commission") on or prior to the 90th day following the Closing Date (as such term is defined in the Registration Agreement), (B) the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 120th day following the Closing Date or (C) the Registered Exchange Offer (as such term is defined in the Registration Agreement) is not consummated or a Shelf Registration Statement (as such term is defined in the Registration Agreement) with respect to the Initial Debentures is not declared effective by the Commission on or prior to the 150th day following the Closing Date. The interest rate payable on the Debentures of this series is also subject to adjustment in certain circumstances if a Shelf Registration Statement filed pursuant to the Registration Agreement is not kept continuously effective for a specified period, as provided in the Indenture.] This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or be valid or become obligatory for any purpose until the Certificate certificate of Authentication authentication hereon shall have been signed by or on behalf of the Trustee. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.
Appears in 1 contract
Samples: Supplemental Indenture (Mercantile Capital Trust I)
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (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 the Depository or a nominee of a Depositarythe Depository. This Debenture is exchangeable for Debentures registered in the name of a person other than the Depositary Depository 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 Depository to a nominee of the Depositary Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the DepositaryDepository) may be registered except in limited circumstances. Unless this Debenture is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. ___________________ CUSIP NoXx. 00000XXX0 BANK ONE CORPORATION 7.20$_____________________ ANTHEM, INC. _____% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE October 152006 ANTHEM, 2031 BANK ONE CORPORATIONINC., a Delaware an Indiana corporation (the "Company", which ------- term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ______________ or registered assigns, the principal sum of _____________, the principal sum of ______ Dollars dollars ($______________) on October 15________, 2031 2006 (such date is hereinafter referred to as the "Stated Maturity Date"), and to pay interest on said principal sum from September 28____________, 2001, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly in arrears (subject to deferral as set forth herein) in arrears on January 15_________, April 15_________, July 15 _________, and October 15 _________ of each year year, commencing January 15_________, 2002 (each such date2002, an "Interest Payment Date"), initially at the rate of --------------------- 7.20___% per annum (the "Interest Rate") through and including _________, 2004 [Insert Remarketing Date], and at the Reset Rate thereafter, until the principal hereof shall have ------------- become due and payable, and on is paid or made available for payment; provided that any overdue principal and premium, if any, at the Interest Rate and installment of interest which is overdue shall bear interest (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the Interest Rate compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15through and including ___, 2050, so long as 2004 [Insert Remarketing Date] and at the time Reset Rate thereafter, from the dates such election amounts are due until they are paid or made available for payment, and such interest shall be payable on demand; and provided, further, that if there has been a Failed Remarketing, the Reset Rate will be equal to the Interest Rate until (i) the Debentures are successfully remarketed pursuant to the Purchase Contract Agreement and the Remarketing Agreement or (ii) if the Last Failed Remarketing shall have occurred, the principal of the Debentures is paid or made certain conditions described in the Indenture (hereinafter referred to) are met by the Companyavailable for payment. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided in computed on the Indenturebasis of a 360-day year consisting of twelve 30-day months. In the event that any Interest Payment Date 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 as long as any Debentures are represented by a Global Debenture shall be the close of business on the first business day Business Day next preceding such Interest Payment Date. If ; provided, however, if pursuant to the provisions terms of the Indenture the Debentures are no longer represented by a Global Debenture, except if the Debentures are held by the Institutional Trustee, the Company may select such regular record date for such interest installment which shall be the close of business on the January 1, April 1, July 1 and October 1 next preceding such more than one Business Day but less than 60 Business Days prior to an Interest Payment Date, as applicable. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Debentures 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 Debentures may be listed, and upon such notice as may be required by such exchange, exchange all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office Office or agency Agency of the Trustee Company maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, made at the option of the -------- ------- Company, Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by a the Holder in writing not less than ten days prior to the date of paymententitled thereto. Notwithstanding the foregoing, so So long as no Event of Default has occurred and is continuing, the Holder Company shall have the right at any time, and from time to time, during the term of this Debenture, to defer payments of interest by extending the interest payment period of such Debenture is for a period not extending, in the Institutional Trusteeaggregate, beyond the Stated Maturity Date (the "Deferral Period"), during which Deferral Period no interest shall be due and payable. To the extent permitted by applicable law, interest, the payment of which has been deferred because of the principal extension of the interest payment period pursuant to the provisions of this Debenture, will bear interest thereon at the rate of ___% through and including ________, 2004 [Insert Remarketing Date], and at the Reset Rate thereafter, compounded quarterly for each quarter of the Deferral Period ("Compounded Interest"). At the end of the Deferral Period, the Company shall pay all interest accrued and premium, if any) and interest unpaid on this Debenture will and Compounded Interest (together, "Deferred Interest") that shall be made payable to the Holders of this Debenture in whose names this Debenture are registered in the Register on the first record date after the end of the Deferral Period. Prior to the termination of any Deferral Period, the Company may further extend such period, provided that such period together with all such previous and further extensions thereof shall not extend beyond the Stated Maturity Date. Upon the termination of any Deferral Period and the payment of all Deferred Interest then due, the Company may commence a new Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during any Deferral Period, except at the end thereof, but the Company, at its option, may prepay on any Interest Payment Date all or any portion of the interest accrued during the then elapsed portion of a Deferral Period. The Company shall give the Trustee written notice of the Company's election to begin a Deferral Period for this Debenture and any shortening or extension thereof at least five Business Days prior to the earlier of (i) the date the interest on such place and Debenture is payable or (ii) the date the Company is required to give notice to the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Debentures of the record date or the date such interest is payable, but in any event not less than five Business Days prior to such account as may record date. The Company shall give or cause the Trustee to give notice at the Company's expense (a form of which shall be designated provided by the Institutional Company to the Trustee) of the Company's election to begin a Deferral Period to the Holders by first class mail, postage prepaid. The indebtedness evidenced by this Debenture is, to the extent and in the manner provided in the Indenture, subordinate and junior subject in right of payment to the prior payment in full of all Senior Indebtedness and General Obligationsof the Company, and this Debenture is issued subject to the such 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 and creditor in respect of General Obligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.
Appears in 1 contract
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following formsforms 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 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer Issuer or its agent for registration of transfer, 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE ----------- BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has ---------- an interest herein.] No. $ CUSIP NoNO. 00000XXX0 BANK ONE CORPORATION 7.20THE LACLEDE GROUP, INC. % JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DEBENTURES DUE October 15---- The Laclede Group, 2031 BANK ONE CORPORATIONInc., a Delaware Missouri corporation (the "CompanyIssuer", 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 October 15--------------------------------------- ---------- , 2031 20 , and to pay interest on said principal sum from September 28, 2001, or from the most recent interest payment date to which interest has been paid or duly provided for, ---------- -- ---------- 2002 quarterly (subject to deferral as set forth herein) in arrears on January 15, April 15, July 15 and October 15 of each year commencing January 15, 2002 ----------- ------------ ------------ ------------ (each such date, an "Interest Payment Date")) commencing , ------------- 2002 at the rate of --------------------- 7.20% per annum (the "Interest Rate") until the principal hereof shall have ------------- ---- become due and payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate same rate per annum compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Company. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided in computed on the Indenturebasis of a 360-day year of twelve 30-day months. In the event that any Interest Payment Date 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 first business day 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, except if the Debentures are held by the Institutional Trustee, the regular record 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 January 1, April 1, July 1 day of the month in which such Interest Payment Date ------ occurs.] If and October 1 next preceding to the extent the Issuer shall default in the payment of the interest due on such Interest Payment Date, as applicable. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special subsequent record date (which shall not be less than five Business Days prior to be fixed by the Trustee for the date of payment of such defaulted interest, ) established by notice whereof shall be given by mail by or on behalf of the Issuer to the registered Holders Holder of Debentures this Debenture not less than 10 15 days prior to preceding 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 Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenturesubsequent 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 of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, made at the option of the -------- ------- Company, 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 designated maintained by a Holder in writing not less than ten days prior to the date of paymentHolder. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional Property Trustee, the 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 Institutional 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 General ObligationsIndebtedness, 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-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 and creditor in respect of General ObligationsIndebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.
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Samples: First Supplemental Indenture (Laclede Capital Trust I)
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF DEBENTURE) [IF THE DEBENTURE IS TO BE IN A GLOBAL DEBENTURE, INSERT - This Debenture is a in Global Debenture form within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary Depository or a nominee of a DepositaryDepository. This Debenture Unless and until it is exchangeable exchanged in whole or in part for Debentures registered securities in the name of a person other than the Depositary or its nominee only certificated form in the limited circumstances described in the Indentureindenture, and no transfer of this Debenture (other than a transfer of this Debenture security may not be transferred except as a whole by the Depositary depository to a nominee of the Depositary Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the Depositary) may be registered except in limited circumstancesDepository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. Unless this Debenture is presented by an authorized representative of The Depository Trust Company Company, a New York corporation (55 Xxxxx Xxxxxx"DTC"), Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, 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 DTC (and any payment hereon is made to Cede & Co.Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No) CONSECO, INC. CUSIP No. 00000XXX0 BANK ONE CORPORATION 7.209.16% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE No. ____ DUE October 15NOVEMBER 30, 2031 BANK ONE CORPORATION2026 REGISTERED $______ Conseco, a Delaware Inc., an Indiana corporation (the "Company", which ------- term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________to______ , or registered assigns, the principal sum of _______of______ Dollars on November 30, 2026 ($___________or on such date that is no earlier than November 19, 2001 or such date that is no later than the earlier of: (i) on October 15November 30, 2031 2045, or (ii) the Interest Deduction Date, if the Company elects to shorten or extend the Maturity Date as further described herein), and to pay interest on said principal sum from September 28November 19, 20011996, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on January 15March 31, April 15June 30, July 15 September 30 and October 15 December 31 of each year commencing January 15December 31, 2002 (each such date, an "Interest Payment Date")1996, at the rate of --------------------- 7.209.16% per annum (the "Interest Rate") until the principal hereof shall have ------------- become due and payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate same rate per annum compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Company. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided computed on the basis of a 360-day year of twelve 30-day months, and for any period shorter than a full quarter on the basis of the actual number of days elapsed in the Indenturesuch 90-day quarter. In the event that any Interest Payment Date 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 first business day Business Day next preceding such Interest Payment Date. [If pursuant to the provisions of the Indenture the Debentures Preferred Securities are no longer represented by a Global Debenture, except global certificate or if the Debentures are held not represented by the Institutional Trustee, the regular record date a global debenture - which shall be the close of business on the January 1, April 1, July 1 and October 1 Business Day next preceding such Interest Payment Datepayment.] Notwithstanding the foregoing, as applicableany interest that is payable on the Maturity Date shall be payable to the Person to whom principal payable at the Maturity Date shall be payable. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor SecuritiesSecurity) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of Debentures 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 accordance with the requirements provisions of any securities exchange on which the Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in Section 3.7(b) of the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of 14 interest may be made, made at the option of the -------- ------- Company, Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account designated by a Holder in writing not less than ten days prior to the date of paymentRegister. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional Property Trustee, the payment of the principal of (and premium, if any) and interest on this Debenture will be made by wire transfer in immediately available funds at such place and to such account as may be designated by the Institutional Property Trustee. Payment of principal of the Debentures will only be made upon surrender of the Debentures to the Trustee or Paying Agent. 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 General ObligationsIndebtedness, 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 and creditor in respect of General ObligationsIndebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.
Appears in 1 contract
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF DEBENTURE) [IF THE DEBENTURE IS TO BE IN A GLOBAL DEBENTURE, INSERT - This Debenture is a in Global Debenture form within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary Depository or a nominee of a DepositaryDepository. This Debenture Unless and until it is exchangeable exchanged in whole or in part for Debentures registered securities in the name of a person other than the Depositary or its nominee only certificated form in the limited circumstances described in the Indentureindenture, and no transfer of this Debenture (other than a transfer of this Debenture security may not be transferred except as a whole by the Depositary depository to a nominee of the Depositary Depository or by a nominee of the Depositary Depository to the Depositary Depository or another nominee of the Depositary) may be registered except in limited circumstancesDepository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. Unless this Debenture is presented by an authorized representative of The Depository Trust Company Company, a New York corporation (55 Xxxxx Xxxxxx"DTC"), Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, 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 DTC (and any payment hereon is made to Cede & Co.Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No) CONSECO, INC. CUSIP No. 00000XXX0 BANK ONE CORPORATION 7.20% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE No. _____ DUE October 15_______ 2026 REGISTERED $ _________ Conseco, 2031 BANK ONE CORPORATIONInc., a Delaware an Indiana corporation (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 ______________ , 2026 (or registered assigns, the principal sum of on such date that is no earlier than _____________ Dollars , 2001 or such date that is no later than the earlier of: ($i) ___________, 2045, or (ii) on October 15the Interest Deduction Date, 2031 if the Company elects to shorten or extend the Maturity Date as further described herein), and to pay interest on said principal sum from September 28________, 20011996, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on January 15March 31, April 15June 30, July 15 September 30 and October 15 December 31 of each year commencing January 15December 31, 2002 (each such date, an "Interest Payment Date")1996, at the rate of --------------------- 7.20_____% per annum (the "Interest Rate") until the principal hereof shall have ------------- become due and payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate same rate per annum compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Company. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided computed on the basis of a 360-day year of twelve 30-day months, and for any period shorter than a full quarter on the basis of the actual number of days elapsed in the Indenturesuch 90-day quarter. In the event that any Interest Payment Date 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 first business day 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, except if the Debentures are held by the Institutional Trustee, the regular record date {IF THE PREFERRED SECURITIES ARE NO LONGER REPRESENTED BY A GLOBAL CERTIFICATE OR IF THE DEBENTURES ARE NOT REPRESENTED BY A GLOBAL DEBENTURE -- which shall be the close of business on the January 1, April 1, July 1 and October 1 Business Day next preceding such Interest Payment Date.} Notwithstanding the foregoing, as applicableany interest that is payable on the Maturity Date shall be payable to the Person to whom principal payable at the Maturity Date shall be payable. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor SecuritiesSecurity) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of Debentures 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 accordance with the requirements provisions of any securities exchange on which the Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in Section 3.7(b) of the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, made at the option of the -------- ------- Company, Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account designated by a Holder in writing not less than ten days prior to the date of paymentRegister. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional Property Trustee, the payment of the principal of (and premium, if any) and interest on this Debenture will be made by wire transfer in immediately available funds at such place and to such account as may be designated by the Institutional Property Trustee. Payment of principal of the Debentures will only be made upon surrender of the Debentures to the 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 General ObligationsIndebtedness, 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 and creditor in respect of General ObligationsIndebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.
Appears in 1 contract
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (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 the Clearing Agency or a nominee of a Depositarythe Clearing Agency. This Debenture is exchangeable for Debentures registered in the name of a person other than the Depositary Clearing Agency 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 Clearing Agency to a nominee of the Depositary Clearing Agency or by a nominee of the Depositary Clearing Agency to the Depositary Clearing Agency or another nominee of the DepositaryClearing Agency) may be registered except in limited circumstances. Unless this Debenture is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Watex Xxxxxx, Xxx Xxxx, Xxx Xxxx) to xx the issuer or its agent for registration of transfer, 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. ------------------------------- $ --------------------------------- CUSIP No. 00000XXX0 BANK ONE CORPORATION 7.20------------------------- CONSECO, INC. % JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE October 15FEBRUARY 16, 2031 BANK ONE CORPORATION2003 CONSECO, INC., a Delaware corporation (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 First National Bank of Chicago, as Institutional Trustee for Conseco Financing Trust IV, the principal sum of _____________ Dollars ($___________$ ) on October 15February 16, 2031 2003 (such date is hereinafter referred to as the "Stated Maturity"), and to pay interest on said principal sum from September 28December ___, 20011997, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on January 15February 16, April 15May 16, July 15 August 16 and October 15 November 16 of each year year, commencing January 15on February 16, 2002 (each such date1998, an "Interest Payment Date"), initially at the rate of --------------------- 7.20% per annum (until February 15, 2001, and at the "Interest Rate") Reset Rate thereafter until the principal hereof shall have ------------- become due and payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate rate of % until February 15, 2001, and at the Reset Date thereafter, compounded quarterly. The Company may extend interest rate will be reset on the Maturity Date of this Debenture third business day preceding February 16, 2001 to a date no later than October 15, 2050, so long the Reset Rate (as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met determined by the CompanyReset Agent). The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided in computed on the Indenturebasis of a 360-day year consisting of twelve 30-day months. In the event that any Interest Payment Date 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, installment which in the case of a Global Debenture shall be the close of business on the first business day next preceding such Interest Payment Date. If pursuant [IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE DEBENTURES ARE NO LONGER REPRESENTED BY A GLOBAL Debenture -- the Company shall have the right to select record dates, which shall be more than fifteen Business Days but less than 60 Business Days prior to the provisions of the Indenture the Debentures are no longer represented by a Global Debenture, except if the Debentures are held by the Institutional Trustee, the regular record date shall be the close of business on the January 1, April 1, July 1 and October 1 next preceding such Interest Payment Date, as applicable. .] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Debentures 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 Debentures may be listed, and upon such notice as may be required by such exchange, exchange all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, made at the option of the -------- ------- Company, Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account designated by a Holder in writing not less than ten days prior to the date of paymentRegister. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional TrusteeTrustee or the Collateral Agent, the 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 in writing by the Institutional TrusteeTrustee or the Collateral Agent. 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 General ObligationsIndebtedness, and this Debenture is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Debenture, 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 and creditor in respect of General ObligationsIndebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.
Appears in 1 contract
Samples: First Supplemental Indenture (Conseco Financing Trust Vii)
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (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 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. CUSIP No. 00000XXX0 BANK ONE CORPORATION 7.20% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE October 15September 1, 2031 2030 BANK ONE CORPORATION, a Delaware corporation (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 October 15September 1, 2031 2030 and to pay interest on said principal sum from September 28August 30, 20012000, or from the most recent interest payment date to which interest has been paid or duly provided for, quarterly semiannually (subject to deferral as set forth herein) in arrears on January 15, April 15, July 15 March 1 and October 15 September 1 of each year commencing January 15March 1, 2002 2001 (each such date, an "Interest Payment Date"), ) at the rate of --------------------- 7.208.750% per --------------------- annum (the "Interest Rate") until the principal hereof shall have ------------- become due and ------------- payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Companysemiannually. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided in the Indenture. In the event that any Interest Payment Date 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, 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 first 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, except if the Debentures are held by the Institutional Trustee, the regular record date shall be the close of business on the January 1, April 1, July 1 February 15 and October 1 August 15 next preceding such Interest Payment Date, as applicable. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of Debentures 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 Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, at -------- ------- the option of the -------- ------- Company, by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account designated by a Holder in writing not less than ten days prior to the date of payment. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional Trustee, the 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 Institutional 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 General Obligations, 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 and creditor in respect of General Obligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.
Appears in 1 contract
Samples: Fifth Supplemental Indenture (Bank One Capital Iii)
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (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 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. CUSIP No. 00000XXX0 BANK ONE ._________________ WPS RESOURCES CORPORATION 7.20____% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE October 15, 2031 BANK ONE CORPORATION____ WPS Resources Corporation, a Delaware Wisconsin corporation (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 __________, _) on October 15___, 2031 and to pay interest on said principal sum from September 28__________, 2001, 1998 or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on January 15March 31, April 15June 30, July 15 September 30 and October 15 December 31 of each year commencing January 15________, 2002 (each such date, an "Interest Payment Date")199_, at the rate of --------------------- 7.20____% per annum (the "Interest Rate") until the principal hereof shall have ------------- become due and payable, plus Additional Interest, if any, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate same rate per annum compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Company. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided computed on the basis of a 360-day year of twelve 30-day months. The amount of interest payable for any period shorter than a full quarterly interest payment period for which interest is computed will be computed on the basis of actual number of days elapsed in the Indenturea 360-day year of twelve 30-day months. In the event that any Interest Payment Date 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 first 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, except if the Debentures are held by the Institutional Trustee, the regular record date [IF THE TRUST PREFERRED SECURITIES ARE NO LONGER REPRESENTED BY A GLOBAL CERTIFICATE OR IF THE DEBENTURES ARE NOT HELD BY THE PROPERTY TRUSTEE AND ARE NOT REPRESENTED BY A GLOBAL DEBENTURE -- which shall be the close of business on [insert regular record date selected by the January 1, April 1, July 1 and October 1 next preceding such Interest Payment Date, as applicable. Company in accordance with Section 2.5].] Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof of which shall be given to the registered Holders holders of this series of Debentures 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 Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; providedPROVIDED, howeverHOWEVER, that payment of interest may be made, made at the option of the -------- ------- Company, Company by check mailed to the registered Holder holder at such address as shall appear in the Security Register or by wire transfer to an account appropriately designated by a Holder in writing not less than ten days prior to the date of paymentsuch holder. Notwithstanding the foregoing, so long as the Holder holder of this Debenture is the Institutional Property Trustee, the 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 Institutional 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 General Obligationsof the Company, and this Debenture is issued subject to the provisions of the Indenture with respect thereto. Each Holder 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 provided, and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder 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 and creditor in respect of General Obligationsthe Company, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.
Appears in 1 contract
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (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 the Clearing Agency or a nominee of a Depositarythe Clearing Agency. This Debenture is exchangeable for Debentures registered in the name of a person other than the Depositary Clearing Agency 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 Clearing Agency to a nominee of the Depositary Clearing Agency or by a nominee of the Depositary Clearing Agency to the Depositary Clearing Agency or another nominee of the DepositaryClearing Agency) may be registered except in limited circumstances. Unless this Debenture is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. $ CUSIP No. 00000XXX0 BANK ONE CENDANT CORPORATION 7.20___% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE October 15FEBRUARY 16, 2031 BANK ONE 2003 CENDANT CORPORATION, a Delaware corporation (the "Company", which ------- term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to , the principal sum of ($______________ or registered assigns, the principal sum of _____________ Dollars ($___________) on October 15February 16, 2031 2003 (such date is hereinafter referred to as the "Maturity Date"), and to pay interest on said principal sum from September 28, 20011998, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on January 15February 16, April 15, July 15 and October 15 of each year commencing January 15, 2002 (each such date, an "Interest Payment Date"), at the rate of --------------------- 7.20% per annum (the "Interest Rate") until the principal hereof shall have ------------- become due and payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Company. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided in the Indenture. In the event that any Interest Payment Date 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, 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 first 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, except if the Debentures are held by the Institutional Trustee, the regular record date shall be the close of business on the January 1, April 1, July 1 and October 1 next preceding such Interest Payment Date, as applicable. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of Debentures 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 Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, at the option of the -------- ------- Company, by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account designated by a Holder in writing not less than ten days prior to the date of payment. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional Trustee, the 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 Institutional 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 General Obligations, 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 and creditor in respect of General Obligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.May
Appears in 1 contract
Form of Debenture. The Debentures and the Trustee's Certificate certificate of Authentication authentication to be endorsed thereon are to be substantially in the following formsforms and are expressly made a part of this Second Supplemental Indenture: (FORM OF FACE OF DEBENTURE) [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT - 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 of this series 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. Except as otherwise provided in Section 2.11 of the Indenture, this Debenture may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary. Unless this Debenture is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Watex Xxxxxx, Xxx Xxxx, Xxx Xxxx) to xx the issuer or its agent for registration of transfer, exchange or payment, and any Debenture of this series 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. CUSIP No. 00000XXX0 BANK [IF THIS DEBENTURE IS ONE CORPORATION 7.20% JUNIOR SUBORDINATED DEFERRABLE INTEREST OF A SERIES ORIGINALLY ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AS SPECIFIED PURSUANT TO SECTION 2.03 OF THE INDENTURE, INSERT THE FOLLOWING UNLESS OTHERWISE DETERMINED BY THE COMPANY -- THIS DEBENTURE DUE October 15HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, 2031 BANK ONE CORPORATION, a Delaware corporation AS AMENDED (the 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 October 15, 2031 and to pay interest on said principal sum from September 28, 2001, or from the most recent interest payment date to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on January 15, April 15, July 15 and October 15 of each year commencing January 15, 2002 (each such date, an "Interest Payment DateSECURITIES ACT"), at the rate of --------------------- 7.20% per annum (the "Interest Rate") until the principal hereof shall have ------------- become due and payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate compounded quarterlyOR ANY STATE SECURITIES LAWS. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Company. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided in the Indenture. In the event that any Interest Payment Date 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, 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 first 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, except if the Debentures are held by the Institutional Trustee, the regular record date shall be the close of business on the January 1, April 1, July 1 and October 1 next preceding such Interest Payment Date, as applicable. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of Debentures 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 Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, at the option of the -------- ------- Company, by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account designated by a Holder in writing not less than ten days prior to the date of payment. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional Trustee, the 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 Institutional 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 General Obligations, 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 and creditor in respect of General Obligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. NEITHER THIS DEBENTURE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY SUBJECT TO, THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.REGISTRATION
Appears in 1 contract
Samples: Second Supplemental Indenture (Transamerica Capital Iii)
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (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 the Clearing Agency or a nominee of a Depositarythe Clearing Agency. This Debenture is exchangeable for Debentures registered in the name of a person other than the Depositary Clearing Agency 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 Clearing Agency to a nominee of the Depositary Clearing Agency or by a nominee of the Depositary Clearing Agency to the Depositary Clearing Agency or another nominee of the DepositaryClearing Agency) may be registered except in limited circumstances. Unless this Debenture is presented by an authorized representative of The Depository Trust Company (55 Xxxxx XxxxxxWater Street, Xxx XxxxNew York, Xxx XxxxNew York) to the issuer or its agent for registration of transferrexxxxxxxxxx xx xxxxxxxx, exchange xxxxxnge 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. ___________________ CUSIP No. 00000XXX0 BANK ONE CORPORATION 7.20______________ $_____________________ COX COMMUNICATIONS, INC. 7% JUNIOR SUBORDINATED DEFERRABLE INTEREST SENIOR DEBENTURE DUE October 15XXE 2004 COX COMMUNICATIONS, 2031 BANK ONE CORPORATIONINC., a Delaware corporation (the "Company", which ------- term whicx xerm includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ______________ or registered assigns, the principal sum of _____________ Dollars _, the principal sum of ($______________) on October 15August 16, 2031 2004 (such date is hereinafter referred to as the "Maturity Date"), and to pay interest on said principal sum from September 28August 12, 20011999, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on January 15February 16, April 15May 16, July 15 August 16, and October 15 November 16 of each year year, commencing January 15on November 16, 2002 (each such date1999, an "Interest Payment Date"), initially at the rate of --------------------- 7.207% per annum (until August 16, 2002, and at the "Interest Rate") Reset Rate thereafter until the principal hereof shall have ------------- become due and payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest rate of 7% until August 16, 2002, and at the Reset Rate thereafter, compounded quarterly. The Company may extend interest rate will be reset on the Maturity Date of this Debenture third business day preceding August 16, 2002 to a date no later than October 15, 2050, so long the Reset Rate (as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met determined by the CompanyReset Agent). The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided in computed on the Indenturebasis of a 360-day year consisting of twelve 30-day months. In the event that any Interest Payment Date 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 in the case of a Global Debenture shall be the close of business on the first business day Business Day next preceding such Interest Payment Date. If ; provided, however, if pursuant to the provisions terms of the Indenture the Debentures are no longer represented by a Global Debenture, except if the Debentures are held by the Institutional Trustee, the Company may select such regular record date for such interest installment which shall be the close of business on the January 1, April 1, July 1 and October 1 next preceding such more than one Business Day but less than 60 Business Days prior to an Interest Payment Date, as applicable. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Debentures 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 Debentures may be listed, and upon such notice as may be required by such exchange, exchange all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, made at the option of the -------- ------- Company, Company by check mailed to the registered Holder at such address as shall appear in the Debt Security Register or by wire transfer to an account appropriately designated by a the Holder in writing not less than ten days prior to the date of paymententitled thereto. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional TrusteeProperty Trustee or the Collateral Agent, the 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 in writing by the Institutional TrusteeProperty Trustee or the Collateral Agent. The indebtedness evidenced by this Debenture is, to the extent provided in the Indenture, subordinate senior and junior unsecured and will rank in right of payment to the prior payment in full of on parity with all Senior Indebtedness and General Obligations, and this Debenture is issued subject to the provisions other senior unsecured obligations 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 and creditor in respect of General Obligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisionsCompany. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.
Appears in 1 contract
Samples: Supplemental Indenture (Cox Communications Inc /De/)
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (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 Xxxxx Watxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to xo the issuer or its agent for registration of transfer, 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] . 11 15 No. CUSIP No. 00000XXX0 BANK ONE 1 FLEETBOSTON FINANCIAL CORPORATION 7.20% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE October 15, 2031 BANK ONE $_______________ CUSIP#__________ FLEETBOSTON FINANCIAL CORPORATION, a Delaware Rhode Island corporation (the "Company", which ------- term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ______________ The Bank of New York, as Institutional Trustee of Fleet Capital Trust VII under that certain Amended and Restated Declaration of Trust dated as of September 17, 2001, or registered assigns, the principal sum of _____________ Dollars [ ] ($___________) on October December 15, 2031 and 2031; provided, that the Company may accelerate or extend the Stated Maturity of this Debenture subject to the conditions specified herein. The Company further promises to pay interest on said principal sum from September 2817, 2001, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on January March 15, April June 15, July September 15 and October December 15 of each year commencing January December 15, 2002 (each such date, an "Interest Payment Date")2001, at the rate of --------------------- 7.20% per annum (the "Interest Coupon Rate") until the principal hereof shall have ------------- become due and payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate same rate per annum compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Company. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated computed on the basis of a 360-day year of twelve 30-day months and, except as provided in the Indenturefollowing sentences, 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 per calendar month (but not to exceed 30 days in any month). In the event that any Interest Payment Date 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 the date such datepayment otherwise would have been payable. 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 relevant record date for such interest installmentdates, which shall be will be, as long as this Debenture remains in book-entry form, one Business Day prior to the close of business on the first business day next preceding such relevant Interest Payment DateDate and, in the event this Debenture is not in book-entry form, the 1st day of the month in which the relevant Interest Payment Date occurs. If Payments of interest may be deferred by the Company pursuant to the provisions of Article IV of the Second Supplemental Indenture to the Indenture the Debentures are no longer represented by a Global Debenture, except if the Debentures are held by the Institutional Trustee, the regular record date shall be the close of business on the January 1, April 1, July 1 and October 1 next preceding such Interest Payment Date, (as applicabledefined herein). Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Debentures 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 12 16 which the Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, made at the option of the -------- ------- Company, Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account designated by a Holder in writing not less than ten days prior to the date of paymentRegister. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional Trustee, the 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 Institutional 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 General Obligations, Other Financial Obligations (each as defined in the Indenture) 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 and creditor in respect of General Other Financial Obligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Debenture shall not be entitled If a Tax Event occurs, then the Company will have the right prior to any benefit under the Indenture hereinafter referred totermination of Fleet Capital Trust VII, or be valid or become obligatory for any purpose until to accelerate the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. The provisions Stated Maturity of this Debenture are continued to the minimum extent required in order to allow for the payments of interest (including Additional Interest) in respect of this Debenture to continue to be tax deductible for the Company for United States federal income tax purposes, but in no event shall the resulting Stated Maturity of this Debenture be less than 15 years from the date of original issuance hereof. The Stated Maturity may be accelerated only if, (a) in the opinion of counsel to the Company, experienced in such matters, (i) after advancing the Stated Maturity, interest paid on this Debenture will be deductible for United States federal income tax purposes and (ii) accelerating the reverse side hereof Stated Maturity will not result in a taxable event to the holders of the Preferred Securities, and (b) the Company has received the prior approval of the Federal Reserve Board to accelerate the Stated Maturity of this Debenture if such continued provisions shall for all purposes approval is then required under applicable law, rules, guidelines and policies. The Company may extend the Stated Maturity of this Debenture to a date no later than December 15, 2050 so long as at the time such election is made and at the time such extension commences (x) no Event of Default has occurred and is continuing; (y) Fleet Capital Trust VII is not in arrears on payments of distributions on its Preferred Securities and no deferred distributions have accumulated on its Preferred Securities and (z) this Debentures is, and after such extension will be, rated at least BBB- by Standard & Poor's Ratings Services, at least Baa3 by Mooxx'x Xxvestors Service, Inc. or at least the same effect as though fully set forth at this placeequivalent by any other nationally recognized statistical rating organization.
Appears in 1 contract
Samples: Second Supplemental Indenture (Fleet Capital Trust Vii)
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (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 Xxxxx XxxxxxWater Street, Xxx XxxxNew York, Xxx XxxxNew York) to the issuer or its agent for registration of transferregxxxxxxxxx xx xxxxxxxx, exchange xxxxxxxx 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] . No. CUSIP No______________________________ FLEET FINANCIAL GROUP, INC. 00000XXX0 BANK ONE CORPORATION 7.208.00% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE October 152027 FLEET FINANCIAL GROUP, 2031 BANK ONE CORPORATIONINC., a Delaware Rhode Island corporation (the "Company", which ------- term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to ______________ The First National Bank of Chicago, as Institutional Trustee of Fleet Capital Trust I under that certain Amended and Restated Declaration of Trust dated as of February 4, 1997, or registered assigns, the principal sum of _____________ Eighty-Six Million Three Hundred Thirty-Eight Thousand Seventy-Five Dollars ($___________86,338,075.00) on October February 15, 2031 2027 (such date, as it may be shortened or extended as provided below, the "Stated Maturity"), and to pay interest on said principal sum from September 28January 31, 20011997, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on January 15March 31, April 15June 30, July 15 September 30 and October 15 December 31 of each year commencing January 15March 31, 2002 (each such date, an "Interest Payment Date")1997, at the rate of --------------------- 7.208.00% per annum (the "Interest Rate") until the principal hereof shall have ------------- become due and payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate same rate per annum compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Company. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided in computed on the Indenturebasis of a 360-day year of twelve 30-day months. In the event that any Interest Payment Date 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 installmentMarch 15, which shall be June 15, September 15 and December 15 prior to the close of business on the first business day next preceding such applicable Interest Payment Date. If Payments of interest may be deferred by the Company pursuant to the provisions of Article IV hereof. The Debentures will also accrue interest at the Indenture rate of 7.25% per annum of the principal amount thereof from January 15, 1997 through January 30, 1997, payable on March 31, 1997 to holders of the Debentures are no longer represented by a Global Debenture, except if on the Debentures are held by the Institutional Trustee, the regular record date shall for such distribution. No deferral of interest will be the close of business on the permitted with respect to interest accruing from January 115, April 11997 through January 30, July 1 and October 1 next preceding such Interest Payment Date, as applicable1997. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of this series of Debentures 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 Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made, made at the option of the -------- ------- Company, Company by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account designated by a Holder in writing not less than ten days prior to the date of paymentRegister. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional Trustee, the 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 Institutional Trustee. The Company has the right at any time to shorten the maturity of the Debentures to a date not earlier than April 15, 2001. The exercise of such right is subject to the prior approval of the Federal Reserve Board if such approval is then required under applicable law, rules, guidelines or policies. The Company also has the right to extend the maturity of the Debentures to a date no later than February 15, 2046, so long as at the time such election is made and at the time such extension commences (i) the Company is not in bankruptcy, otherwise insolvent or in liquidation, (ii) the Company is not in default in the payment of any interest or principal on the Debentures, (iii) the Trust is not in arrears on payments of distributions on the Preferred Securities and no deferred distributions on the Preferred Securities are accumulated and (iv) the Debentures or, if the Preferred Securities are so rated, the Preferred Securities are rated at least BBB- by Standard & Poor's Ratings Services, at least Baa3 by Moody's Investors Service, Inc. or at least the equivalent by any otxxx xxxionally recognized statistical rating organization. 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 General Other Financial Obligations, 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 and creditor in respect of General Other Financial Obligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.
Appears in 1 contract
Samples: Second Supplemental Indenture (Fleet Financial Group Inc)
Form of Debenture. The Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (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 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, 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 Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. CUSIP No. 00000XXX0 BANK ONE CORPORATION 7.20% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE DUE October AUGUST 15, 2031 2030 BANK ONE CORPORATION, a Delaware corporation (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 October August 15, 2031 2030 and to pay interest on said principal sum from September 28August 8, 20012000, or from the most recent interest payment date to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on January February 15, April May 15, July August 15 and October November 15 of each year commencing January November 15, 2002 2000 (each such date, an "Interest Payment Date"), ) at the rate of --------------------- 7.208.500% per --------------------- annum (the "Interest Rate") until the principal hereof shall have ------------- become due and ------------- payable, and on any overdue principal and premium, if any, at the Interest Rate 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 Interest Rate compounded quarterly. The Company may extend the Maturity Date of this Debenture to a date no later than October 15, 2050, so long as at the time such election is made certain conditions described in the Indenture (hereinafter referred to) are met by the Company. The amount of interest payable on any Interest Payment Date (as defined below) shall be calculated as provided in the Indenture. In the event that any Interest Payment Date 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, 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 first 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, except if the Debentures are held by the Institutional Trustee, the regular record date shall be the close of business on the January February 1, April May 1, July August 1 and October November 1 next preceding such Interest Payment Date, as applicable. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such regular record date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders of Debentures 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 Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Trustee maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment -------- ------- of interest may be made, at the option of the -------- ------- Company, by check mailed to the registered Holder at such address as shall appear in the Security Register or by wire transfer to an account designated by a Holder in writing not less than ten days prior to the date of payment. Notwithstanding the foregoing, so long as the Holder of this Debenture is the Institutional Trustee, the 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 Institutional 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 General Obligations, 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 and creditor in respect of General Obligations, whether now outstanding or hereafter incurred, and waives reliance by each such holder or creditor upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, or 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. THIS DEBENTURE IS NOT A SAVINGS OR DEPOSIT ACCOUNT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 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.
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