Exhibit 4.12
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POLAROID CORPORATION
and
STATE STREET BANK AND TRUST COMPANY,
as Trustee
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SECOND SUPPLEMENTAL INDENTURE
Dated as of _____________, 1999
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Providing for the Issuance of
Debt Securities in Series
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TABLE OF CONTENTS
Page
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ARTICLE ONE
Amendments of Certain Provisions of the Original Indenture
SECTION 1. Definitions.................................................................................1
SECTION 2. Documents Required for Issuance of Each Series of Securities
Other than Medium-Term Debt Securities...................................................2
SECTION 3. Supplemental Indentures With Consent of Holders.............................................2
SECTION 4. Maintenance of Office or Agency.............................................................2
SECTION 5. Notice of Redemption........................................................................2
SECTION 6. Subordination...............................................................................3
SECTION 7. Conversion..................................................................................9
SECTION 8. Form of Fixed Rate Security With or Without Optional Redemption
Provision for Convertible or Non-Convertible Senior or
Subordinated Debt Security..............................................................11
SECTION 9. Confirmation of Indenture..................................................................11
SECTION 10. Concerning the Trustee.....................................................................11
SECTION 11. Governing Law..............................................................................11
SECTION 12. Separability...............................................................................12
SECTION 13. Counterparts...............................................................................12
Exhibit I Form of Fixed Rate Security With or Without Optional Redemption Provision
for Convertible or Non-convertible Senior or Subordinated Debt Security
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SECOND SUPPLEMENTAL INDENTURE
This SECOND SUPPLEMENTAL INDENTURE, dated as of ______ __, 1999 (the
"Supplemental Indenture"), by and between POLAROID CORPORATION, a corporation
duly organized and existing under the laws of the State of Delaware (the
"Company"), having its principal office at 000 Xxxxxxxx Xxxxx, Xxxxxxxxx,
Xxxxxxxxxxxxx 00000 and STATE STREET BANK AND TRUST COMPANY, as Trustee (the
"Trustee").
WITNESSETH:
WHEREAS, the Company and the Trustee executed and delivered an
Indenture, dated as of January 9, 1997 (the "Original Indenture," and, together
with the Supplemental Indenture, the "Indenture"), to provide for the issuance
by the Company from time to time of its unsecured debentures, notes or other
evidence of indebtedness (the "Securities") to be issued in one or more series
as provided in the Indenture;
WHEREAS, the Company desires to enter into a supplemental indenture
with the Trustee to provide for the issuance of Securities that are subordinate
and junior in right of payment to its senior debt securities and that are
convertible into shares of its common stock, par value $1.00 (the "Common
Stock") pursuant to Section 10.1(5) of the Original Indenture;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
for and in consideration of the premises stated herein and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of Securities or series thereof,
as follows:
ARTICLE ONE
AMENDMENTS OF CERTAIN PROVISIONS OF THE ORIGINAL INDENTURE
SECTION 1. DEFINITIONS. (a) Unless otherwise defined herein, the
capitalized terms used herein that are defined in the Original Indenture have
the meanings assigned to them in the Original Indenture.
(b) Section 1.1 of the Original Indenture is hereby amended by
inserting the following definitions in the appropriate alphabetical order of the
existing defined terms which are contained therein:
"Conversion Agent" shall mean any Person authorized by the Company to
facilitate the conversion of any Security which by its terms is convertible into
any other security of the Company. Initially, the Conversion Agent shall be
_____________.
"Senior Debt" shall mean, with respect to the Company, the principal,
premium, if any, and interest on (i) all debt of the Company, whether
outstanding on the date hereof or hereafter created, incurred or assumed, which
is for money borrowed, or evidenced by a note or similar instrument given in
connection with the acquisition of any business, properties or assets,
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including securities, (ii) any debt of others of the kinds described in the
preceding clause (i) for the payment of which the Company is responsible or
liable (directly or indirectly, contingently or otherwise) as guarantor or
otherwise and (iii) amendments, renewals, extensions and refundings of any such
debt, unless in any instrument or instruments evidencing or securing such debt
or pursuant to which the same is outstanding, or in any such amendment, renewal,
extension or refunding, it is expressly provided that such debt is not superior
in right of payment to the Securities of any series. The Senior Debt shall
continue to be Senior Debt and entitled to the benefits of the subordination
provisions irrespective of any amendment, modification or waiver of any term of
the Senior Debt or extension or renewal of the Senior Debt.
SECTION 2. DOCUMENTS REQUIRED FOR ISSUANCE OF EACH SERIES OF SECURITIES
OTHER THAN MEDIUM-TERM DEBT SECURITIES. Section 2.2 (a) of the Original
Indenture is hereby amended by renumbering the existing sub-paragraph (23) of
Section 2.2 (a) as sub-paragraph (25) and by inserting, preceding the renumbered
sub-paragraph (25), new sub-paragraphs (23) and (24) as follows:
"(23) whether the Securities are subordinated to any other security of
the Company pursuant to the provisions of Article 15 or as otherwise
specified on the Securities of such series;
(24) whether the Securities are convertible into any other security of
the Company pursuant to the provisions of Article 16 or as otherwise
specified on the Securities of such series;"
SECTION 3. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. Section
10.2 of the Original Indenture is hereby amended by renumbering sub-paragraphs
(3) and (4) as sub-paragraphs (4) and (5), respectively, and by inserting a new
sub-paragraph (3) as follows:
"(3) if the Outstanding Securities of any series are subordinated, to
modify the subordination provisions contained in this Indenture in any
matter that adversely affects the Holders thereof."
SECTION 4. MAINTENANCE OF OFFICE OR AGENCY. Section 11.2 of the
Original Indenture is hereby amended by inserting after the first sentence
thereof a new second sentence as follows:
"If the Securities of a series are convertible into any other security
of the Company, the Company will maintain in each Place of Payment for
such series an office, which may be an office of the Trustee, or agency
where securities of that series may be presented or surrendered for
conversion."
SECTION 5. NOTICE OF REDEMPTION. Section 12.4 of the Original Indenture
is hereby amended by:
(1) replacing in the first sentence of Section 12.4 the number "30" in
the existing sentence with the number "20" so that it reads as follows:
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"Notice of redemption shall be given not less than 20 nor more than 60
days prior to the Redemption Date, to each Holder of Securities to be
redeemed, as provided in Section 1.6." and
(2) by inserting a new sentence after the first sentence of the second
paragraph of Section 12.4 as follows:
If the Securities of such series are convertible into other securities
of the Company, the notice shall also state the conversion price, the
last date on which the Securities may be converted prior to the
Redemption Date, and that the Holders who wish to convert their
Securities must comply with and satisfy all the terms, conditions and
requirements for conversation as set forth in the Securities and/or
this Indenture.
SECTION 6. SUBORDINATION. The Original Indenture is hereby amended by
inserting, immediately following Article 14 thereof, the following new Article
15:
Article XV
SUBORDINATION
Section 15.1. SECURITIES SUBORDINATE TO SENIOR DEBT. The Company
covenants and agrees, and each Holder of Securities of any series (or any
Coupons appertaining thereto) by the Holder's acceptance thereof, likewise
covenants and agrees, that, to the extent and in the manner hereinafter set
forth in this Article 15, the indebtedness represented by the Securities of such
series (or any Coupons appertaining thereto) and the payment of the principal of
(and premium, if any) and interest on each and all of the Securities of such
series (or any Coupons appertaining thereto) are hereby expressly made
subordinate and junior in right of payment to the prior payment in full of all
Senior Debt of the Company, to the extent and in the manner herein set forth
(unless a different manner is set forth in the Securities of such series, or any
Coupons appertaining thereto). No provision of this Article 15 shall prevent the
occurrence of any default or Event of Default hereunder.
Section 15.2. PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC. Upon any
payment by the Company or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to creditors upon any
dissolution or winding-up or liquidation or reorganization of the Company,
whether voluntary or involuntary or in bankruptcy, insolvency, receivership or
other proceedings, all amounts due upon all Senior Debt of the Company shall
first be paid in full, or payment thereof provided for in money in accordance
with its terms, before any payment is made by the Company on account of the
principal (and premium, if any) or interest on the Securities of any series (or
any Coupons appertaining thereto); and upon any such dissolution or winding-up
or liquidation or reorganization, any payment by the Company, or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities, to which the Holders of the Securities of such series (or any
Coupons appertaining thereto) or the Trustee would be entitled to receive from
the Company, except for the provisions of this Article 15, shall be paid by the
Company or by any receiver, trustee in
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bankruptcy, liquidating trustee, agent or other Person making such payment or
distribution, or by the Holders of the Securities of such series (or any Coupons
appertaining thereto) or by the Trustee under the Indenture if received by them
or it, directly to the holders of Senior Debt of the Company (pro rata to such
holders on the basis of the respective amounts of Senior Debt held by such
holders, as calculated by the Company) or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Debt may have been issued, as their
respective interests may appear, to the extent necessary to pay such Senior Debt
in full, in money or money's worth, after giving effect to any concurrent
payment or distribution to or for the holders of such Senior Debt, before any
payment or distribution is made to the Holders of the Securities of such series
(or any Coupons appertaining thereto) or to the Trustee.
In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, shall be received by the
Trustee before all Senior Debt of the Company is paid in full, or provision is
made for such payment in money in accordance with its terms, such payment or
distribution shall be held in trust for the benefit of and shall be paid over or
delivered to the holders of such Senior Debt or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Debt may have been issued, and
their respective interests may appear, as calculated by the Company, for
application to the payment of all Senior Debt of the Company, as the case may
be, remaining unpaid to the extent necessary to pay such Senior Debt in full in
money in accordance with its terms, after giving effect to any concurrent
payment or distribution to or for the benefit of the holders of such Senior
Debt.
For purposes of this Article 15 only, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment which are subordinated
in right of payment to all Senior Debt which may at the time be outstanding to
substantially the same extent as, or to a greater extent than, the Securities of
any series (or any Coupons appertaining thereto) are so subordinated as provided
in this Article 15. The consolidation of the Company with, or the merger of the
Company into, another Person or the liquidation or dissolution of the Company
following the conveyance or transfer of its properties and assets substantially
as an entirety to another Person upon the terms and conditions set forth in
Article 9 shall not be deemed a dissolution, winding up, liquidation,
reorganization, assignment for the benefit of creditors or marshalling of assets
and liabilities of the Company for the purposes of this Section if the Person
formed by such consolidation or into which the Company is merged or, the Person
which acquires by conveyance or transfer such properties and assets
substantially as an entirety, as the case may be, shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the conditions set
forth in Article 9.
Section 15.3. PRIOR PAYMENT OF SENIOR DEBT UPON ACCELERATION OF
SECURITIES. In the event that any of the Securities of any series (or any
Coupons appertaining thereto) are declared due and payable before the Stated
Maturity, then and in such event the holders of Senior Debt shall be entitled to
receive payment in full of all amounts due or to become due on or in respect of
all Senior Debt or provision shall be made for such payment in cash, before the
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Holders of the Securities of such series (or any Coupons appertaining thereto)
are entitled to receive any payment (including any payment which may be payable
by reason of the payment of any other indebtedness of the Company being
subordinated to the payment of the Securities of such series (or any Coupons
appertaining thereto)) by the Company on account of the principal of (or
premium, if any) or interest on the Securities of such series (or any Coupons
appertaining thereto) or on account of the purchase or other acquisition of
Securities of such series (or any Coupons appertaining thereto).
In the event that, notwithstanding the foregoing, the Company shall
make any payment to the Trustee or the Holder of any Securities of such series
(or any Coupons appertaining thereto) prohibited by the foregoing provisions of
this Section, and if such fact shall, at or prior to the time of such payment,
have been made known to the Trustee or, as the case may be, such Holder, then
and in such event such payment shall be paid over and delivered forthwith to the
Company.
The provisions of this Section shall not apply to any payment with
respect to which Article 16 and the terms of any convertible Securities of any
series set forth in an Officers' Certificate or established in one or more
indentures supplemental hereto in accordance with Section 2.2(a), 2.2(b),
10.1(5) and 10.1(6) would be applicable.
Section 15.4. NO PAYMENT WHEN SENIOR DEBT IN DEFAULT. In the event and
during the continuation of any default by the Company in the payment of
principal, premium, interest or any other payment due on any Senior Debt of the
Company, as the case may be, beyond any applicable grace period with respect
thereto, or in the event that the maturity of any Senior Debt of the Company, as
the case may be, has been accelerated because of a default, then, in any such
case, no payment shall be made by the Company with respect to the principal,
premium, if any, or interest on the Securities of any series (or any Coupons
appertaining thereto) until such default is cured or waived or ceases to exist
or any such acceleration or demand for payment has been rescinded.
In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee when such payment is prohibited by the preceding
paragraph of this Section 15.4, such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of Senior Debt
or their respective representatives, or to the trustee or trustees under any
indenture pursuant to which any of such Senior Debt may have been issued, as
their respective interests may appear, but only to the extent that the holders
of the Senior Debt (or their representative or representatives or a trustee)
notify the Trustee in writing within 90 days of such payment of the amounts then
due and owing on the Senior Debt and only the amounts specified in such notice
to the Trustee shall be paid to the holders of Senior Debt.
Section 15.5. PAYMENT PERMITTED IN CERTAIN SITUATIONS. Nothing
contained in this Article 15 or elsewhere in the Indenture or in any of the
Securities of any series (or any Coupons appertaining thereto) shall prevent (a)
the Company, at any time except during the pendency of any dissolution,
winding-up, liquidation or reorganization of the Company, whether voluntary or
involuntary or any bankruptcy, insolvency, receivership or other proceedings of
the Company referred to in Section 15.2 or under the conditions described in
Section 15.3 or Section 15.4,
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from making payments at any time of principal of, or premium, if any, or
interest on the Securities of such series, or (b) the application by the Trustee
of any money deposited with it hereunder to the payment of or on account of the
principal of, or premium, if any, or interest on the Securities of such series
(or any Coupons appertaining thereto) or the retention of such payment by the
Holders, if, at the time of such application by the Trustee, it did not have
knowledge that such payment would have been prohibited by the provisions of this
Article 15.
Section 15.6. SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR DEBT. Subject
to the payment in full of all Senior Debt or the provision for such payment in
cash or cash equivalents or otherwise in a manner satisfactory to the holders of
Senior Debt, the rights of the Holders of Securities of any series (or any
Coupons appertaining thereto) shall be subrogated to the extent of the payments
or distributions made to the holders of such Senior Debt pursuant to the
provisions of this Article 15 (equally and ratably with the holders of
indebtedness of the Company which by its express terms is subordinated to
indebtedness of the Company to substantially the same extent as the Securities
of such series (or any Coupons appertaining thereto) are subordinated to the
Senior Debt and is entitled to like rights of subrogation) to the rights of the
holders of such Senior Debt to receive payments and distributions of cash,
property and securities applicable to the Senior Debt until the principal of
(and premium, if any) and interest on the Securities of such series (or any
Coupons appertaining thereto) shall be paid in full. For purposes of such
subrogation, no payments or distributions to the holders of the Senior Debt of
any cash, property or securities to which the Holders of Securities of any
series (or any Coupons appertaining thereto) or the Trustee would be entitled
except for the provisions of this Article 15, and no payments over pursuant to
the provisions of this Article 15 to or for the benefit of the holders of Senior
Debt by Holders of Securities of such series (or any Coupons appertaining
thereto) or the Trustee shall, as among the Company, its creditors other than
holders of Senior Debt and the Holders of Securities of such series (or any
Coupons appertaining thereto), be deemed to be a payment or distribution by the
Company to or on account of the Senior Debt.
Section 15.7. PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS. The
provisions of this Article 15 are and are intended solely for the purpose of
defining the relative rights of the Holders of Securities of any series (or any
Coupons appertaining thereto) on the one hand and the holders of Senior Debt on
the other hand. Nothing contained in this Article 15 or elsewhere in the
Indenture or in the Securities of such series (or any Coupons appertaining
thereto) is intended to or shall (a) impair, as among the Company, its creditors
other than holders of Senior Debt and the Holders of Securities of such series
(or any Coupons appertaining thereto), the obligation of the Company, which is
absolute and unconditional (and which, subject to the rights under this Article
15 of the holders of Senior Debt, is intended to rank equally with all other
general obligations of the Company), to pay to the Holders of Securities of such
series (or any Coupons appertaining thereto) the principal of (and premium, if
any) and interest on, the Securities of such series (or any Coupons appertaining
thereto) as and when the same shall become due and payable in accordance with
their terms; or (b) affect the relative rights against the Company of the
Holders of Securities of such series (or any Coupons appertaining thereto) and
creditors of the Company, as the case may be, other than the holders of Senior
Debt; or (c) prevent the Trustee or the Holder of any Securities of such series
(or any Coupons appertaining thereto) from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to
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the rights, if any, under this Article 15 of the holders of Senior Debt to
receive cash, property and securities otherwise payable or deliverable to the
Trustee or such Holder.
Section 15.8. TRUSTEE TO EFFECTUATE SUBORDINATION. Each Holder of
Securities of any series (or any Coupons appertaining thereto) by such Holder's
acceptance thereof authorizes and directs the Trustee on such Holder's behalf to
take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article 15 and appoints the Trustee such Holder's
attorney-in-fact for any and all such purposes.
Section 15.9. NO WAIVER OF SUBORDINATION PROVISIONS. No right of any
present or future holder of any Senior Debt to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance by the Company with the
terms, provisions and covenants of this Indenture, regardless of any knowledge
thereof any such holder may have or be otherwise charged with.
Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Debt may, at any time and from time to time, without the
consent of or notice to the Trustee or the Holders of Securities of any series
(or any Coupons appertaining thereto), without incurring responsibility to the
Holders of Securities of such series (or any Coupons appertaining thereto) and
without impairing or releasing the subordination provided in this Article 15 or
the obligations hereunder of the Holders of Securities of such series (or any
Coupons appertaining thereto) to the holders of Senior Debt do any one or more
of the following: (a) change the manner, place or terms of payment or extend the
time of payment of, or renew or alter, Senior Debt or otherwise amend or
supplement in any manner Senior Debt or any instrument evidencing the same or
any agreement under which Senior Debt is outstanding; (b) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing Senior Debt; (c) release any Person liable in any manner for the
collection of Senior Debt, and (d) exercise or refrain from exercising any
rights against the Company and any other Person.
Section 15.10. NOTICE TO TRUSTEE. The Company shall give prompt written
notice to a Responsible Trust Officer of the Trustee of any fact known to the
Company which would prohibit the making of any payment to or by the Trustee in
respect of any Securities of any series (or any Coupons appertaining thereto)
pursuant to the provisions of this Article 15. Notwithstanding the provisions of
this Article 15 or any other provision of the Indenture, the Trustee shall not
be charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of any Securities of any
series (or any Coupons appertaining thereto) pursuant to the provisions of this
Article 15, unless and until a Responsible Trust Officer of the Trustee shall
have received written notice thereof from the Company or a holder or holders of
Senior Debt or from any trustee therefor; and, prior to the receipt of any such
written notice, the Trustee, subject to the provisions of Section 7.3, shall be
entitled in all respects to assume that no such facts exist; provided, however,
that if the Trustee shall have not received the notice provided for in this
Section at least two Business Days prior to the date upon which by the terms
hereof any money may become payable for any purpose (including, without
limitation, the payment of the principal of (or premium, if any) or interest on
any Securities of any series (or any Coupons appertaining thereto)), then,
anything herein
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contained to the contrary notwithstanding, the Trustee shall have full power and
authority to receive such moneys and to apply the same to the purposes for which
they were received, and shall not be affected by any notice to the contrary that
may be received by it within two Business Days prior to such date.
Subject to the provisions of Section 7.3, the Trustee shall be entitled
to rely on the delivery to it of a written notice by a Person representing
himself to be a holder of Senior Debt (or a trustee therefor) to establish that
such notice has been given by a holder of Senior Debt (or a trustee therefor).
In the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior Debt to
participate in any payment or distribution pursuant to this Article 15, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Debt held by such Person,
the extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under
this Article 15, and if such evidence is not furnished, the Trustee may defer
any payment to such Person pending judicial determination as to the right of
such Person to receive such payment.
Section 15.11. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING
AGENT. Upon any payment or distribution of assets of the Company referred to in
this Article 15, the Trustee, subject to the provisions of Section 7.3, and the
Holders of Securities of any series (or any Coupons appertaining thereto) shall
be entitled to conclusively rely upon any order or decree entered by any court
of competent jurisdiction in which such insolvency, bankruptcy, receivership,
liquidation, reorganization, dissolution, winding up or similar case or
proceeding is pending, or a certificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the benefit of creditors, agent or
other Person making such payment or distribution, delivered to the Trustee or to
the Holders of Securities of such series (or any Coupons appertaining thereto),
for the purpose of ascertaining the Persons entitled to participate in such
payment or distribution, the holders of Senior Debt and other indebtedness of
the Company, as the case may be, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article 15.
Section 15.12. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR DEBT. With
respect to the holders of Senior Debt, the Trustee undertakes to perform or to
observe only such of its covenants and obligations as are specifically set forth
in this Article 15, and no implied covenants or obligations with respect to the
holders of such Senior Debt shall be read into the Indenture against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt and shall not be liable to any such holders or creditors
if it shall in good faith pay over or distribute to Holders of Securities of any
series (or any Coupons appertaining thereto) or to the Company or to any other
Person cash, property or securities to which any holders of Senior Debt shall be
entitled by virtue of this Article 15 or otherwise.
Section 15.13. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR DEBT, PRESERVATION
OF TRUSTEE'S RIGHTS. The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article 15 with respect to any Senior Debt
which may at any time be held by it, to the same extent as any other holder of
Senior Debt and nothing in the Indenture shall deprive the Trustee of any of its
rights as such holder.
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Nothing in this Article 15 shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 7.7.
Section 15.14. ARTICLE APPLICABLE TO PAYING AGENTS. In case at any time
any Paying Agent other than the Trustee shall have been appointed by the Company
and be then acting hereunder, the term 'Trustee' as used in this Article 15
shall in such case (unless the context otherwise requires) be construed as
extending to and including such Paying Agent within its meaning as fully for all
intents and purposes as if such Paying Agent were named in this Article 15 in
addition to or in place of the Trustee; PROVIDED, HOWEVER, that this Section
15.14 shall not apply to the Company or any Affiliate of the Company if it or
such Affiliate acts as Paying Agent.
Section 15.15. CERTAIN CONVERSIONS DEEMED PAYMENT. For the purposes of
this Article 15 only, (a) the issuance and delivery of junior securities (or
cash paid in lieu of fractional shares) upon conversion of Securities of any
series (or any Coupons appertaining thereto) in accordance with Article 16, or
pursuant to the terms set forth in an Officers' Certificate or established in
one or more indentures supplemental hereto in accordance with Section 2.2(b) and
10.1, shall not be deemed to constitute a payment or distribution on account of
the principal of or premium or interest on Securities of such series (or any
Coupons appertaining thereto) or on account of the purchase or other acquisition
of Securities of such series (or any Coupons appertaining thereto), and (b) the
payment, issuance or delivery of cash, property or securities (other than Junior
Securities and cash paid in lieu of fractional shares) upon conversion of a
Securities of any series (or any Coupons appertaining thereto) shall be deemed
to constitute payment on account of the principal of such Securities of such
series (or any Coupons appertaining thereto). Nothing contained in this Article
15 or elsewhere in the Indenture or in the Securities of any series (or any
Coupons appertaining thereto) is intended to or shall impair, as among the
Company, its creditors other than holders of Senior Debt and the Holders of
Securities of such series (or any Coupons appertaining thereto), the right,
which is absolute and unconditional, of the Holder of any Securities of such
series (or any Coupons appertaining thereto) to convert such Securities of such
series (or any Coupons appertaining thereto) in accordance with Article 16 and
the terms set forth in an Officers' Certificate or established in one or more
indentures supplemental hereto in accordance with Section 2.2(b) and 10.1.
Section 15.16. FORM OF SUBORDINATED SECURITIES. The Securities
evidencing the fixed rate and subordinated indebtedness of the Company, as may
be executed by the Company and delivered to the Trustee for authentication and
delivered to, or upon the order of the Company, pursuant to the terms of the
Indenture and this Article 15, shall be substantially in the form of Exhibit A.3
hereto.
SECTION 7. CONVERSION. The Original Indenture is hereby amended by
inserting, immediately following the new Article 15 thereof, the following the
new Article 16:
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ARTICLE SIXTEEN
CONVERSION
Section 16.1. APPLICABILITY OF ARTICLE. Securities of any series which
are designated as being convertible into any other security of the Company prior
to their Stated Maturity shall be convertible in accordance with their terms and
(except as otherwise specified pursuant to Section 2.1 for the Securities of
such series) in accordance with this Article.
Section 16.2. CONVERSION PRIVILEGE. A Holder of a Security of a series,
which, by its terms, is convertible into any other security of the Company, may
convert such Security at any time during the period and in the manner as is set
forth in the terms of the Securities of that series. The number of shares or
units of such other security issuable upon conversion of a Security shall be
determined in the manner set forth in the terms of such Security.
Section 16.3. CONVERSION PROCEDURE. To convert a Security, the Holder
thereof must comply with and satisfy all of the terms, conditions and other
requirements set forth in the terms of such Security. As soon as practicable,
the Company shall deliver through the Conversion Agent a certificate for the
number of shares or units of the Security issuable upon the conversion.
Section 16.4. FRACTIONAL SHARES. The terms of the Securities shall set
forth whether the Company will issue a fractional share or units of a security
upon conversion of a Security or instead will deliver its check for the value of
the fractional share or units of a security.
Section 16.5. TAXES ON CONVERSION. The terms of the Security shall
state whether the Company will pay any documentary, stamp or similar issue or
transfer tax, due on the issue of shares or units of the security issuable and
whether upon the conversion the Holder will be required to pay any such tax
which is due because such shares or units are issued in a name other than that
of such Holder.
Section 16.6. COMPANY TO PROVIDE SECURITIES ISSUABLE UPON CONVERSION.
The Company shall reserve or otherwise provide for a sufficient amount of its
respective securities, free from preemptive rights, which would be issuable upon
the conversion of the Securities, including reserving out of its respective
authorized but unissued equity securities or its equity securities held in
treasury enough shares of equity securities to permit the conversion of the
Securities.
All shares of equity securities which may be issued upon conversion of
the Securities shall be fully paid and non-assessable.
The Company will endeavor to comply with all securities laws regulating
the offer and delivery of shares or units of its respective securities upon
conversion of Securities and will endeavor to list such shares or units on any
national securities exchange on which such shares or units are listed.
11
Section 16.7. ADJUSTMENTS. The terms of the Securities shall set forth
the nature of mechanics for and notice of any adjustments in the number or price
of securities of the Company issuable upon conversion of the Securities.
Section 16.8. VALUATION. The terms of the Securities shall set forth
the method or methods for valuing the securities of the Company issuable upon
conversion of the Securities.
Section 16.9. REORGANIZATION OF COMPANY. The terms of the Securities
shall set forth the rights, if any, of the Holders to, convert their Securities
in the event that the Company is a party to a transaction subject to Article 9
or a merger which reclassifies or changes its outstanding Securities into which
the Securities are convertible.
Section 16.10. TRUSTEE'S DISCLAIMER. The Trustee has no duty to
determine when an adjustment under this Article or the terms of the Securities
should be made, how it should be made or what it should be. The Trustee makes no
representation as to the validity or value of any securities issued upon
conversion of Securities. The Trustee shall not be responsible for the failure
of the Company to comply with this Article. Each Conversion Agent other than the
Company shall have the same protection under this Section as the Trustee.
Section 16.11. FORM OF CONVERTIBLE SECURITIES. The Securities
evidencing the convertible indebtedness of the Company, as may be executed by
the Company and delivered to the Trustee for authentication and delivered to, or
upon the order of the Company, pursuant to the terms of the Indenture and this
Article 16, shall be substantially in the form of Exhibit A.3 hereto.
SECTION 8. FORM OF FIXED RATE SECURITY WITH OR WITHOUT OPTIONAL
REDEMPTION PROVISION FOR CONVERTIBLE OR NON-CONVERTIBLE SENIOR OR SUBORDINATED
DEBT SECURITY. Exhibit A.3 to the Original Indenture is hereby amended and
replaced in its entirety by a new Exhibit A.3. which is in the form of Exhibit I
to this Supplemental Indenture.
SECTION 9. CONFIRMATION OF INDENTURE. The Original Indenture, as
modified, supplemented and superseded by this Supplemental Indenture, is in all
respects ratified and confirmed, and the Original Indenture and this
Supplemental Indenture shall be read, taken and construed as one and the same
instrument. References herein to the Indenture shall be deemed to be to the
Original Indenture, as modified supplemented and superseded by this Supplemental
Indenture.
SECTION 10. CONCERNING THE TRUSTEE. The Trustee assumes no duties,
responsibilities or liabilities by reason of this Supplemental Indenture other
than as set forth in the Indenture and, in carrying out its responsibilities
hereunder, shall have all of the rights, protections and immunities which it
possesses under the Indenture.
SECTION 11. GOVERNING LAW. This Supplemental Indenture, shall be
governed by and construed in accordance with the laws of the State of New York.
12
SECTION 12. SEPARABILITY. In case any provision in this Supplemental
Indenture shall for any reason be held to be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.
SECTION 13. COUNTERPARTS. This Supplemental Indenture may be executed
in any number of counterparts each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.
[THE REST OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY; THE SIGNATURE
PAGE FOLLOWS.]
13
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.
POLAROID CORPORATION,
By:
-----------------------------
Name:
Title:
Attest:
-----------------------------
Name:
Title:
STATE STREET BANK AND TRUST COMPANY,
as Trustee,
By:
-----------------------------
Name:
Title:
Exhibit I to this Supplemental Indenture
--------------------------------------------------------------------------------
Exhibit A.3
FORM OF FIXED RATE SECURITY WITH OR WITHOUT OPTIONAL REDEMPTION PROVISION
FOR CONVERTIBLE OR NON-CONVERTIBLE SENIOR OR SUBORDINATED DEBT SECURITY
(Form of Face of [Note](1)/)
[Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the issuer
or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & 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 OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.](2)/
POLAROID CORPORATION
% [Convertible] [Subordinated] Note due
No.: ______________ CUSIP No.: ____________
$_____________________
POLAROID CORPORATION, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company", which
term includes any successor corporation under the Indenture referred to on
the reverse hereof), for value received, hereby promises to pay to or
registered assigns, the principal sum of Dollars, at the office or agency of
the Company designated for such purpose, on _____________, in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payments of public and private debts, and to pay
interest, semi-annually on and _____________ of each year, on said principal
sum at said office or agency, in like coin or currency, at the rate of _____%
per annum, from the _____________ or the _____________, as the case maybe,
next preceding the date of this Note to which interest has been paid, unless
the date hereof is a date to which interest has been paid, in
--------
(1)/ BRACKETED REFERENCES TO "NOTE" OR "NOTES" SHOULD BE CHANGED TO REFLECT
THE DESIGNATION OF THE SERIES OF SECURITIES BEING ISSUED.
(2)/ THE BRACKETED LANGUAGE IS TO BE INCLUDED IF THE NOTES ARE INCLUDED
WITHIN DTC'S BOOK-ENTRY SYSTEM.
2
which case from the date of this Note, or unless no interest has been paid on
the Notes (as defined on the reverse hereof), in which case from until
payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing, if the date hereof is after __________ or
__________ as the case may be, and before the following or __________, this
Note shall bear interest from such or __________, PROVIDED, HOWEVER, that if
the Company shall default in the payment of interest due on such __________
or __________, then this Note shall bear interest from the next preceding
__________ or __________ to which interest has been paid, or, if no interest
has been paid on the Notes, from __________. The interest so payable on any
__________ or will subject to certain exceptions provided in the Indenture
referred to on the reverse hereof, be paid to the person in whose name this
Note is registered at the close of business on such __________ or __________,
as the case may be, next preceding such __________ or, unless the Company
shall default in the payment of interest due on such interest payment date,
in which case such defaulted interest, at the option of the Company, may be
paid to the person in whose name this Note is registered at the close of
business on a special record date for the payment of such defaulted interest
established by notice to the registered holders of Notes not less than 10
days preceding such special record date or may be paid in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Notes may be listed. Payment of interest may, at the option of the
Company, be made by check mailed to the registered address of the person
entitled thereto.
Reference is made to the further provisions of this Note set forth on
the reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been signed by the Trustee
under the Indenture referred to on the reverse hereof.
3
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.
Dated:
POLAROID CORPORATION
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein issued
under the within-mentioned Indenture.
STATE STREET BANK AND TRUST
COMPANY, as Trustee
By:
---------------------------------
Authorized Signatory
4
(Form of Reverse of Note )
This Note is one of a duly authorized issue of
[convertible][subordinated] unsecured debentures, notes or other evidences of
indebtedness of the Company (hereinafter called the "Notes"), of the series
hereinafter specified, all issued or to be issued under an indenture dated as of
January 9, 1997 (hereinafter called the "Original Indenture" ), duly executed
and delivered by the Company to State Street Bank and Trust Company, a trust
company duly organized and existing under the laws of the Commonwealth of
Massachusetts, as trustee (hereinafter called the "Trustee"), and, as
supplemented by a Supplemental Indenture dated as of February 17, 1999 (the
"First Supplemental Indenture") and by second supplemental indenture dated as of
_______, 1999 (the "Second Supplemental Indenture" and, together with the First
Supplemental Indenture and Original Indenture, the "Indenture"), duly executed
and delivered by the Company to the Trustee, to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the respective rights and duties thereunder of the Trustee, the Company and the
holders of the Notes. The Notes may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest at different rates, may be subject
to different redemption provisions, may be subject to different sinking,
purchase or analogous funds, may be subject to different covenants and Events of
Default and may otherwise vary as in the Indenture provided. This Note is one of
a series designated as the "___ % [Convertible][Subordinated] Notes due ____"
of the Company issued under the Indenture, limited in aggregate principal amount
to $_____________.
In case an Event of Default with respect to the Notes, as defined in
the Indenture, shall have occurred and be continuing, the principal hereof
together with interest accrued thereon, if any, may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of the Securities at the time outstanding of all
series to be affected (acting as one class) to execute supplemental indentures
adding any provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of any supplemental indenture or modifying in any
manner the rights of the holders of the Securities of such series to be
affected; PROVIDED, HOWEVER, that no such supplemental indenture shall, among
other things, (i) change the fixed maturity of the principal of, or any
installment of principal of or interest on, any Security; (ii) reduce the
principal amount thereof or the rate of interest thereon or any premium payable
upon the redemption thereof; (iii) impair the right to institute suit for the
enforcement of any such payment on or after the fixed maturity thereof (or, in
the case of redemption, on or after the redemption date) or affect adversely
affect the terms of conversion; (iv) reduce the percentage in principal amount
of the outstanding Securities of any series, the consent of whose holders is
required for any such supplemental indenture, or the consent of whose holders is
required for any waiver (of compliance with certain provisions of the Indenture
or certain defaults thereunder and their consequences) provided for in the
Indenture; (v) change any obligation of the Company, with respect to outstanding
Securities of a series, to maintain an office or agency in the places and for
the purposes specified in the Indenture for such series; (vi) modify the
subordination provisions
5
of the Indenture in any matter that adversely affects the holder of each
outstanding Security; or (vii) modify any of the foregoing provisions or the
provisions for the waiver of certain covenants and defaults, except to increase
any applicable percentage of the aggregate principal amount of outstanding
Securities the consent of the holders of which is required or to provide with
respect to any particular series the right to condition the effectiveness of any
supplemental indenture as to that series on the consent of the holders of a
specified percentage of the aggregate principal amount of outstanding Securities
of such series or to provide that certain other provisions of the Indenture
cannot be modified or waived without the consent of the holder of each
outstanding Security affected thereby.
It is also provided in the Indenture that the holders of a majority in
aggregate principal amount of the Securities of a series at the time outstanding
may on behalf of the holders of all the Securities of such series waive any past
default under the Indenture with respect to such series and its consequences,
except a default in the payment of the principal of, premium, if any, or
interest, if any, on any Security of such series or in respect of a covenant or
provision which cannot be modified without the consent of the Holder of each
outstanding Security of the series affected. Any such consent or waiver by the
holder of this Note shall be conclusive and binding upon such holder and upon
all future holders and owners of the Note and any Notes which may be issued in
exchange or substitution herefor, irrespective of whether or not any notation
thereof is made upon this Note or such other Notes.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, and premium, if any, and
interest on this Note at the place, at the respective times, at the rate and in
the coin or currency herein prescribed.
[The Notes shall be subordinate and junior on right of payment to the
prior payment in full of all Senior Debt of the Company to the extent and in the
manner set forth in Article 15 of the Indenture. Each Holder of this Note, 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 Debt, whether now
outstanding or hereafter incurred, and waives reliance by each such Holder upon
said provisions.](3)/
The Indenture permits the Company to discharge its obligations with
respect to the Notes on the first day following the satisfaction of the
conditions set forth in the Indenture, which include the irrevocable deposit
with the Trustee of money or U.S. Government Obligations or a combination
thereof sufficient to pay and discharge each installment of principal of
(including premium, if any, on) and interest, if any, on the outstanding Notes.
------------------
(3)/ THE BRACKETED LANGUAGE IS TO BE INCLUDED IF THE NOTES ARE SUBORDINATED.
6
If the Company shall, in accordance with Section 9.1 of the Indenture,
consolidate with or merge into any other corporation or convey or transfer its
properties and assets substantially as an entirety to any Person, the successor
shall succeed to, and be substituted for, the Person named as the "Company" on
the face of this Note , all on the terms set forth in the Indenture.
The Notes are issuable in registered form without coupons in
denominations of $1,000 or any integral multiple thereof. In the manner and
subject to the limitations provided in the Indenture, but without the payment of
any service charge, Notes may be exchanged for an equal aggregate principal
amount of Notes of other authorized denominations at the office or agency of the
Company maintained for such purpose in the Borough of Manhattan, the City and
State of New York.
The Notes may be redeemed as a whole, or from time to time in part, at
the option of the Company at any time upon mailing a notice of such redemption
not less than 30 nor more than 60 days prior to the date fixed for redemption to
the holders of the Notes at their last registered addresses, all as provided in
the Indenture, at the following optional redemption prices (expressed in
percentages of the principal amount), together in each case with accrued
interest to the date fixed for redemption.
If redeemed during the twelve-month period beginning
YEAR [PERCENTAGE] (4)/
---- ---------------
Upon due presentment for registration of transfer of this Note at the
office or agency of the Company for such registration in the Borough of
Manhattan, the City and State of New York, a new Note or Notes of authorized
denominations for an equal aggregate principal amount will be issued to the
transferee in exchange herefor, subject to the limitations provided in the
Indenture, without charge except for any tax or other governmental charge
imposed in connection therewith.
Prior to due presentment for registration of transfer of this Note, the
Company, the Trustee and any agent of the Company or the Trustee may deem and
treat the registered holder hereof as the absolute owner of this Note (whether
or not this Note shall be overdue) for the purpose of receiving payment of the
principal of, premium, if any, and interest on this Note, as herein provided,
and for all other purposes, and neither the Company nor the Trustee nor any
agent of the Company or the Trustee shall be affected by any notice to the
contrary. All payments made to or upon the order of such registered holder
shall, to the extent of the sum or sums paid, effectively satisfy and discharge
liability for moneys payable on this Note.
No recourse for the payment of the principal of, premium, if any, or
interest on this Note, or for any claim based hereon or otherwise in respect
hereof, and no recourse under or
----------------
(4)/ BRACKETED LANGUAGE TO BE INCLUDED IN NOTES REDEEMABLE AT THE OPTION OF
THE COMPANY.
7
upon any obligation, covenant or agreement of the Company in the Indenture or
any indenture supplemental thereto or in any Note, or because of the creation of
any indebtedness represented thereby, shall be had against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company or of any successor corporation, either directly or through the Company
or any successor corporation, whether by virtue of any constitution, statute or
rule of law or by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of the consideration
for the issue hereof, expressly waived and released.
[Subject to and upon compliance with Article 16 of the Indenture, the
Holder of this Note has the right, exercisable at anytime prior to the date this
Note is called for redemption by the Company, if applicable, and subject to
limited exceptions specified in the Indenture, to convert the principal amount
hereof (or any portion thereof that is an integral multiple of the principal
amount of one Note) into that number of fully paid and non-assessable shares of
common stock, par value $1.00 (the "Common Stock"), of the Company obtained by
dividing the principal amount of the Notes to be converted by the conversion
price for such Note pursuant to the terms of the Indenture (the "Conversion
Price") in effect on the date set for the conversion of such Note (the
"Conversion Date") for such Note pursuant to the terms of the Indenture. The
initial Conversion Price is $____ per share of Common Stock. The Conversion
Price is subject to adjustment as described in the Indenture. All conversion
price and conversion provision calculations shall be made to the nearest 1/100
of a cent (with 1/200 of a cent being rounded upward) or to the nearest 1/10,000
of a share (with 1/200 of a share being rounded upward), as the case may be.
To convert all or a portion of this Note, a Holder must (a) complete
and sign an irrevocable notice of election to convert substantially in the form
attached hereto as Schedule 1 (the "Conversion Notice") and deliver such
Conversion Notice to the Conversion Agent, (b) surrender the Note to the
Conversion Agent, (c) furnish appropriate endorsements or transfer documents if
required by the Conversion Agent and (d) pay any transfer or similar tax, if
required. Except as provided below, accrued but unpaid interest will not be paid
in cash on Notes that are converted by a Holder into Common Stock, nor will such
accrued interest be converted into additional shares of Common Stock, but such
accrued interest will be deemed to be paid in full and then returned by the
Holder to the Company as partial consideration for the Common Stock received
upon conversion. Holders of Notes at the close of business on a Regular Record
Date will be entitled to receive the interest payable on such Notes (except that
holders of Notes called for redemption on a redemption date between such record
date and the Interest Payment Date shall not be entitled to receive such
interest on such Interest Payment Date) on the corresponding Interest Payment
Date notwithstanding the conversion of such Notes following such Regular Record
Date and prior to such Interest Payment Date. However, Notes surrendered for
conversion during the period between the close of business on any regular record
date and the opening of business on the corresponding Interest Payment Date
(except Notes called for redemption on a redemption date during such period)
must be accompanied by payment of an amount equal to the interest payable on
such Notes on such Interest Payment Date. A Holder of Notes on a Regular Record
Date who (or whose transferee) tenders any such Notes for conversion into shares
of Common Stock on such Interest Payment Date will receive the interest payable
by the Company on such Notes on such date, and the converting Holder need not
8
include payment of the amount of such interest upon surrender of Notes for
conversion. The Company will make no payment or allowance for dividends on the
shares of Common Stock issued upon conversion.
No fractional shares will be issued upon conversion but a cash payment
shall be made by the Company in lieu of such fractional interest. The
outstanding principal amount of any Note shall be reduced by the principal
amount thereof converted into shares of Common Stock or other shares of common
stock of the Company.
The Company's delivery upon conversion of the fixed number of shares of
Common Stock of the Company into which the Notes are convertible (together with
cash in lieu of fractional shares) shall be deemed to satisfy the Company's
obligation to pay the principal amount at the stated maturity date, or at the
date of redemption, if any Notes are subject to redemption, of the portion of
Notes so converted and any unpaid interest accrued on such Notes at the time of
such conversion.](5)/
Unless otherwise defined in this Note, all terms used in this Note
which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.
-----------------
(5)/ THE BRACKETED LANGUAGE IS TO BE INCLUDED IF THE NOTES ARE TO BE
CONVERTIBLE INTO SHARES OF THE COMPANY'S COMMON STOCK.
Schedule 1
NOTICE OF ELECTION TO CONVERT
If you want to elect to have all Notes represented by this Note
converted by the Company into _____ shares of common stock, par value $1.00 per
share, of the Company pursuant to Section 16.3 of the Indenture, please check
the box below:
/ / Convert all Notes represented by this Note pursuant to
Section 16.3
If you want to elect to have only part Notes represented by this Note
converted by the Company into _____ shares of common stock, par value $1.00 per
share, of the Company pursuant to Section 16.3 of the Indenture, state the
amount you elect to have converted:
$
-----------
Your Signature:
------------------------
(SIGN EXACTLY AS YOUR NAME APPEARS
ON THE FACE OF THIS NOTE)
Tax Identification No.:
----------------
Date:
----------------------------------
Signature Guarantee:
------------------
