Exhibit 4.1
EXECUTION COPY
METLIFE, INC.,
as Issuer
and
X.X. XXXXXX TRUST COMPANY, NATIONAL ASSOCIATION,
(as successor to BANK ONE TRUST COMPANY, N.A.),
as Trustee
-----------------------------
NINTH SUPPLEMENTAL INDENTURE
DATED AS OF July 23, 2004
SUPPLEMENT TO THE SEVENTH SUPPLEMENTAL INDENTURE
DATED AS OF JUNE 3, 2004
AND THE INDENTURE
DATED AS OF NOVEMBER 9, 2001
----------------------------
$150,000,000
5.50% Senior Notes
Due June 15, 2014
THIS NINTH SUPPLEMENTAL INDENTURE is made as of the 23rd day of July,
2004, by and between METLIFE, INC., a Delaware corporation (the "Company"), and
X.X. Xxxxxx Trust Company, National Association (as successor to Bank One Trust
Company, N.A.), a national banking corporation, as trustee (the "Trustee", which
term includes any successor trustee):
WHEREAS, the Company has heretofore entered into an Indenture, dated as
of November 9, 2001 (the "Original Indenture") with the Trustee, as supplemented
by the Seventh Supplemental Indenture, dated as of June 3, 2004, by and between
the Company and the Trustee (the "Seventh Supplemental Indenture");
WHEREAS, the Original Indenture and the Seventh Supplemental Indenture
are incorporated herein by this reference and the Original Indenture, as
supplemented by the Seventh Supplemental Indenture and as further supplemented
by this Ninth Supplemental Indenture, is herein called the "Indenture";
WHEREAS, pursuant to the Original Indenture, as supplemented by the
Seventh Supplemental Indenture, the Board of Directors of the Company
established a new series of senior notes designated as the 5.50% Senior Notes
due June 15, 2014 (the "Initial 2014 Senior Notes"), initially limited in
aggregate principal amount of $200,000,000;
WHEREAS, the Original Indenture, as supplemented by the Seventh
Supplemental Indenture, provides that, without the consent of any holders of the
securities authenticated and delivered under the Indenture, the Company and the
Trustee may enter into indentures supplemental thereto for the purpose of, among
other things, adding to the authorized amount of securities issued thereunder,
subject to the conditions set forth therein;
WHEREAS, the Company proposes to issue additional 5.50% Senior Notes
due June 15, 2014 (the "Additional 2014 Senior Notes", and collectively with the
Initial 2014 Senior Notes, the "2014 Senior Notes"), and the Additional 2014
Senior Notes, together with the Initial 2014 Senior Notes, will constitute a
single series of senior notes;
WHEREAS, additional senior notes of other series hereafter established,
except as may be limited in the Original Indenture as at the time supplemented
and modified, may be issued from time to time pursuant to the Indenture as at
the time supplemented and modified; and
WHEREAS, all things necessary to make this Ninth Supplemental Indenture
a valid agreement of the Company, in accordance with its terms, have been done.
NOW THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
Additional 5.50% Senior Notes Due June 15, 2014
SECTION 1.01. Issuance of Additional 2014 Senior Notes.
The aggregate principal amount of the 2014 Senior Notes, initially
limited to an aggregate principal amount of $200,000,000 under the Seventh
Supplemental Indenture, is hereby increased by $150,000,000 to $350,000,000.
There are to be authenticated and delivered Additional 2014 Senior
Notes in an aggregate principal amount of $150,000,000. Except as provided
herein, the Additional 2014 Senior Notes shall have the same terms and the same
CUSIP numbers and ISINs as the Initial 2014 Senior Notes and shall combine with
the Initial 2014 Senior Notes to form a single series of senior notes under the
Indenture. No further 2014 Senior Notes shall be authenticated and delivered
except as provided by Section 2.05, 2.07, 2.11, 3.03 or 9.04 of the Original
Indenture; provided, however, that the aggregate principal amount of the 2014
Senior Notes may be increased in the future, without the consent of the holders
of the 2014 Senior Notes, subject to the conditions set forth in the Indenture
and with the same CUSIP numbers and ISINs as the 2014 Senior Notes. The
Additional 2014 Senior Notes shall be issued in fully registered form.
The Additional 2014 Senior Notes shall be issued in the form of one or
more Global Securities in substantially the form set out in Exhibit A hereto.
The Depositary with respect to the Additional 2014 Senior Notes shall be The
Depository Trust Company.
The form of the Trustee's Certificate of Authentication for the
Additional 2014 Senior Notes shall be substantially in the form set forth in
Exhibit B hereto.
Each Additional 2014 Senior Note shall be dated the date of
authentication thereof and shall bear interest from June 3, 2004 or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for.
SECTION 1.02. Definitions.
Capitalized terms used herein for which no definition is provided
herein shall have the meanings set forth in the Original Indenture, as
supplemented by the Seventh Supplemental Indenture.
ARTICLE II
Miscellaneous Provisions
SECTION 2.01. Recitals by the Company.
The recitals in this Ninth Supplemental Indenture are made by the
Company only and not by the Trustee, and all of the provisions contained in the
Original Indenture in respect of the rights, privileges, immunities, powers and
duties of the Trustee shall be applicable in respect of
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the Additional 2014 Senior Notes and of this Ninth Supplemental Indenture as
fully and with like effect as if set forth herein in full.
SECTION 2.02. Ratification and Incorporation of Original Indenture.
As supplemented hereby, the Original Indenture and the Seventh
Supplemental Indenture are in all respects ratified and confirmed, and the
Original Indenture, the Seventh Supplemental Indenture and this Ninth
Supplemental Indenture shall be read, taken and construed as one and the same
instrument.
SECTION 2.03. Executed in Counterparts.
This Ninth Supplemental Indenture may be simultaneously executed in
several counterparts, each of which shall be deemed to be an original, and such
counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, each party hereto has caused this instrument to be
signed in its name and behalf by its duly authorized officers, all as of the day
and year first above written.
METLIFE, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Senior Vice President and Treasurer
X.X. XXXXXX TRUST COMPANY, NATIONAL
ASSOCIATION
By: /s/ J. Xxxxxxx Xxxxx
------------------------------------------
Name: J. Xxxxxxx Xxxxx
Title: Vice President
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EXHIBIT A
FORM OF 5.50% SENIOR NOTE DUE JUNE 15, 2014
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE ORIGINAL
INDENTURE HEREINAFTER REFERRED TO. UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC"), A NEW YORK
CORPORATION, TO METLIFE, INC. 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.
EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.11 OF THE ORIGINAL INDENTURE,
THIS NOTE MAY BE TRANSFERRED IN WHOLE, BUT NOT IN PART, ONLY TO ANOTHER NOMINEE
OF DTC OR TO A SUCCESSOR DEPOSITARY OR TO A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
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No. ____ CUSIP No. 00000XXX0
ISIN US59156RAH12
METLIFE, INC.
5.50% Senior Note
Due June 15, 2014
Principal Amount: $150,000,000
Regular Record Date: With respect to each Interest Payment Date, the close
of business on the preceding May 31 or November 30, as
the case may be
Issue Date: July 23, 2004
Stated Maturity: June 15, 2014
Interest Payment Dates: June 15 and December 15, commencing December 15, 2004
Interest Rate 5.50% per year
Authorized Denomination $2,000
MetLife, Inc., a Delaware corporation (the "Company," which term
includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to _________, or
registered assigns, the principal sum of _________ ($_________) on the Stated
Maturity shown above, and to pay interest thereon from June 3, 2004, or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually in arrears on each Interest Payment Date as
specified above, commencing on December 15, 2004, and on the Stated Maturity at
the rate per year shown above until the principal hereof is paid or made
available for payment and on any overdue principal and on any overdue
installment of interest to the extent permitted by law. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date (other
than an Interest Payment Date that is the Stated Maturity) will, as provided in
the Indenture, be paid to the Person in whose name this Note is registered at
the close of business on the Regular Record Date as specified above next
preceding such Interest Payment Date, provided that any interest payable at
Stated Maturity will be paid to the Person to whom principal is payable. Any
such interest that is not so punctually paid or duly provided for will forthwith
cease to be payable to the holders on such Regular Record Date and may be paid
as provided in Section 2.03 of the Original Indenture.
Payments of interest on this Note will include interest accrued to but
excluding the respective Interest Payment Dates. Interest payments for this Note
shall be computed and paid on the basis of a 360-day year consisting of twelve
30-day months. In the event that any date on which interest is payable on this
Note is not a Business Day, then payment of the interest payable
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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, 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 the payment was originally payable.
Payment of the principal and interest due at the Stated Maturity of
this Note shall be made upon surrender of this Note at the Corporate Trust
Office of the Trustee. The principal of and interest on this Note shall be paid
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. Payment of
interest (including interest on an Interest Payment Date) will be made, subject
to such surrender where applicable, at the option of the Company, (i) by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register or (ii) by wire transfer at such place and to
such account at a banking institution in the United States as may be designated
in writing to the Trustee at least 15 days prior to the date for payment by the
Person entitled thereto.
The Senior Notes (as defined on the reverse hereof) will be unsecured
obligations of the Company and will rank equally in right of payment with all of
the other unsecured, unsubordinated indebtedness of the Company from time to
time outstanding. The Senior Notes will rank senior to any subordinated
indebtedness of the Company.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
METLIFE, INC.
By:
--------------------------------------
Name:
Title:
Attest:
-------------------------------
Name:
Title:
[Seal of MetLife, Inc.]
CERTIFICATE OF AUTHENTICATION
This is one of the 5.50% Senior Notes due June 15, 2014 referred to in
the within-mentioned Indenture.
X.X. XXXXXX TRUST COMPANY,
NATIONAL ASSOCIATION, as
Trustee
By:
--------------------------------------
Authorized Officer
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(Reverse Side of Note)
This Note is one of a duly authorized issue of senior notes of the
Company issued and issuable in one or more series under an Indenture dated as of
November 9, 2001 (the "Original Indenture"), as supplemented by the Seventh
Supplemental Indenture dated as of June 3, 2004 (the "Seventh Supplemental
Indenture") and as further supplemented by the Ninth Supplemental Indenture
dated as of July 23, 2004 (the "Ninth Supplemental Indenture" and, together with
the Original Indenture and the Seventh Supplemental Indenture, the "Indenture"),
between the Company and X.X. Xxxxxx Trust Company, National Association (as
successor to Bank One Trust Company, N.A.), as Trustee (the "Trustee," which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures incidental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the holders of the Senior Notes issued
thereunder and of the terms upon which said Senior Notes are, and are to be,
authenticated and delivered. This Senior Note is one of the series designated on
the face hereof as 5.50% Senior Notes due June 15, 2014 (the "Senior Notes"),
limited in aggregate principal amount of $350,000,000; provided, however, that
the aggregate principal amount of the Senior Notes may be increased in the
future, without the consent of the holders of the Senior Notes, subject to the
conditions set forth in the Indenture and with the same CUSIP numbers and ISINs
as the Senior Notes. Capitalized terms used herein for which no definition is
provided herein shall have the meanings set forth in the Indenture.
This Note is exchangeable in whole or from time to time in part for
Senior Notes of this series in definitive registered form only as provided
herein and in the Indenture. If (i) at any time the Depositary notifies the
Company that it is unwilling or unable to continue as Depositary for this Note
or if at any time the Depositary shall no longer be registered or in good
standing under the Securities Exchange Act of 1934, as amended, or other
applicable statute or regulation, and the Company does not appoint a successor
Depositary within 90 days after the Company receives such notice or becomes
aware of such condition, as the case may be, or (ii) the Company in its sole
discretion determines that this Note shall be exchangeable for Senior Notes of
this series in definitive registered form and executes and delivers to the
Security Registrar a written order of the Company providing that this Note shall
be so exchangeable, this Note shall be exchangeable for Senior Notes of this
series in definitive registered form, provided that the definitive Senior Notes
so issued in exchange for this Note shall be in denominations of $2,000 and any
whole multiples of $1,000 in excess of $2,000, without coupons, and be of like
aggregate principal amount and tenor as the portion of this Note to be
exchanged. Except as provided above, owners of beneficial interests in this Note
will not be entitled to have Senior Notes registered in their names, will not
receive or be entitled to physical delivery of Senior Notes in definitive
registered form and will not be considered the holders thereof for any purpose
under the Indenture. Neither the Company, the Trustee, any Paying Agent nor the
Security Registrar shall have any responsibility or liability for any aspect of
records relating to or payments made on account of beneficial ownership
interests in this Note, or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.
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If an Event of Default with respect to the Senior Notes shall occur and
be continuing, the principal of the Senior Notes may be declared due and payable
in the manner, with the effect and subject to the conditions provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the holders of the Senior Notes under the Indenture at
any time by the Company and the Trustee with the consent of the holders of not
less than a majority in aggregate principal amount of the Senior Notes at the
time Outstanding. The Indenture also contains provisions permitting the holders
of specified percentages in principal amount of the Senior Notes at the time
Outstanding, on behalf of the holders of all Senior Notes, to waive compliance
by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver
by the holder of this Note shall be conclusive and binding upon such holder and
upon all future holders of this Note and of any Senior Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Note.
The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of the Company pursuant to this Note and (b) restrictive
covenants and the related Events of Default, upon compliance by the Company with
certain conditions set forth therein, which provisions apply to this Note.
The Senior Notes will be redeemable, at the option of the Company, in
whole at any time or in part from time to time (a "Redemption Date"), at a
redemption price (the "Redemption Price") equal to the greater of (i) 100% of
the principal amount of the Senior Notes to be redeemed and (ii) an amount equal
to the sum of the present values of the remaining scheduled payments for
principal of and interest on the Senior Notes to be redeemed, not including any
portion of the payments of interest accrued as of such Redemption Date,
discounted to such Redemption Date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate, plus 15 basis
points; plus in each case, accrued and unpaid interest on the Senior Notes to be
redeemed to, but excluding, such Redemption Date.
"Treasury Rate" means the rate per year equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue, calculated using
a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such Redemption
Date. The Treasury Rate shall be calculated on the third Business Day preceding
the Redemption Date.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable to
the remaining term of the Senior Notes to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Senior Notes.
"Independent Investment Banker" means any of Banc of America Securities
LLC and any successor firm or, if such firm is unwilling or unable to select the
Comparable Treasury Issue, an
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independent investment banking institution of national standing appointed by the
Trustee after consultation with the Company.
"Comparable Treasury Price" means with respect to any Redemption Date
for the Senior Notes (1) the average of the Reference Treasury Dealer Quotations
for such Redemption Date, after excluding the highest and lowest of such
Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than
five such Reference Treasury Dealer Quotations, the average of all such
quotations.
"Reference Treasury Dealer" means each of Banc of America Securities
LLC and four other primary U.S. government securities dealers (each a "Primary
Treasury Dealer"), as specified by the Company; provided that (1) if any of Banc
of America Securities LLC or any Primary Treasury Dealer as specified by the
Company shall cease to be a Primary Treasury Dealer, the Company will substitute
therefor another Primary Treasury Dealer and (2) if the Company fails to select
a substitute within a reasonable period of time, then the substitute will be a
Primary Treasury Dealer selected by the Trustee after consultation with the
Company.
"Reference Treasury Dealer Quotations" means, with respect to the
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date.
Notwithstanding Section 3.02 of the Original Indenture, the notice of
redemption with respect to the foregoing redemption need not set forth the
Redemption Price but only the manner of calculation thereof.
The Company shall notify the Trustee of the Redemption Price with
respect to the foregoing redemption promptly after the calculation thereof. The
Trustee shall not be responsible for calculating said Redemption Price.
If less than all of the Senior Notes are to be redeemed, the Trustee
will select the Senior Notes or portions of Senior Notes to be redeemed by such
method as the Trustee deems fair and appropriate. The Trustee may select for
redemption Senior Notes and portions of Senior Notes in amounts of $2,000 and
whole multiples of $1,000 in excess of $2,000.
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 interest on this Note at
the time, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Security Register,
upon surrender of this Note for registration of transfer at the office or agency
of the Company for such purpose, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company or the Security
Registrar and duly executed by, the holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Senior Notes, of authorized
denominations and of like tenor and for the same aggregate principal amount,
will be issued to the designated transferee or
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transferees. No service charge shall be made for any such exchange or
registration of transfer, but the Company will require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee, any Paying Agent and the Security Registrar of the Company
or the Trustee may deem and treat the Person in whose name this Note is
registered as the absolute owner hereof for all purposes, whether or not this
Note be overdue and notwithstanding any notice of ownership or writing thereon
made by anyone other than the Security Registrar, and neither the Company nor
the Trustee nor any Paying Agent nor the Security Registrar shall be affected by
notice to the contrary.
The Senior Notes are issuable only in registered form without coupons
in denominations of $2,000 and whole multiples of $1,000 in excess of $2,000. As
provided in the Indenture and subject to certain limitations therein set forth,
Senior Notes are exchangeable for a like aggregate principal amount of Senior
Notes of a different authorized denomination, as requested by the holder
surrendering the same upon surrender of the Senior Note or Senior Notes to be
exchanged at the office or agency of the Company.
No recourse shall be had for payment of the principal of or interest on
this Note, or for any claim based hereon, or otherwise in respect hereof, or
based on or in respect of the Indenture, against any incorporator, stockholder,
officer or director, past, present or future, as such, of the Company or of any
predecessor or 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 issuance hereof, expressly waived and released.
Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
This Note shall be governed by, and construed in accordance with, the
internal laws of the State of New York.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian under
Uniform Gift to Minors Act
----------------------------------
(State)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants in common
Additional abbreviations may also be used
though not on the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
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(please insert Social Security or other identifying number of assignee)
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
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agent to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated:
------------------ -------------------------------
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of the within instrument in
every particular without
alteration or enlargement, or
any change whatever.
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EXHIBIT B
CERTIFICATE OF AUTHENTICATION
This is one of the 5.50% Senior Notes due June 15, 2014 referred to in
the within-mentioned Indenture.
X.X. XXXXXX TRUST COMPANY,
NATIONAL ASSOCIATION, as Trustee
By:
--------------------------------
Authorized Officer
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