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EXHIBIT 4.6
SECURITY
CUSIP No.: 482620 AY 7
No. __ $_____________
THIS SECURITY IS A BOOK-ENTRY SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY
OR A NOMINEE OF A DEPOSITORY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO
A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY
OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Company or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
K N ENERGY, INC.
6.30% Reset Put Securities (REPS(SM)) Due 2021
K N Energy, Inc., a corporation duly organized and existing under the
laws of the State of Kansas (the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal sum of [ ]
HUNDRED MILLION DOLLARS ($[ ],000,000) on March 1, 2021, and to pay interest
thereon from March 9, 1998 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for at the rate determined as set
forth on the reverse hereof, semi-annually on March 1 and September 1 of each
year (each an "Interest Payment Date"), commencing September 1, 1998, on said
principal sum. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the fifteenth calendar day (whether or not a
Business Day) immediately preceding such Interest Payment Date. Any such
interest which is payable, but is not punctually paid or duly provided for on
any Interest Payment Date ("Defaulted Interest") will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or
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one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be then
listed, and upon such notice as may be required by such exchange, all as more
fully provided in such Indenture.
Payment of the principal of (and premium, if any) and interest on this
Security shall be made at the Corporate Trust Office of the Trustee in Chicago,
Illinois, or at such other office or agency of the Company as it may designate
for such purpose pursuant to the Indenture hereinafter referred to, in such
immediately available funds of the United States of America as at the time of
payment are legal tender for payment of public and private debts.
Reference is made to the further provisions of this Security set forth
on the reverse hereof, including those describing the Call Option, the Mandatory
Put and the Coupon Reset Process, which further provisions shall for all
purposes have the same effect as if set forth in this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to below by manual signature of an authorized officer, this
Security 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.
Dated: March ___, 1998
K N ENERGY, INC.
By:
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Treasurer
ATTEST:
By:
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Secretary
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
Dated: March ___, 1998
FIRST TRUST NATIONAL ASSOCIATION,
as Trustee
By
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Authorized Officer
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[REVERSE OF SECURITY]
K N ENERGY, INC.
6.30% Reset Put Securities (REPS(SM)) Due 2021
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities" or the "2021 REPS"), issued and to be
issued in one or more series under an Indenture, dated as of November 20, 1993
(as supplemented from time to time, the "Indenture"), between the Company and
First Trust National Association, as successor Trustee (herein called the
"Trustee", which term includes any additional successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitation of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. Capitalized terms used but not defined herein shall
have the respective meanings assigned to them in the Indenture. This is one of
the Book-Entry Securities representing the series designated as the "6.30% Reset
Put Securities (REPS(SM)) Due 2021", such series limited in aggregate principal
amount to $400,000,000. Subject to the Call Option and the Mandatory Put
described below, the 2021 REPS are not redeemable prior to maturity. The terms
of the 2021 REPS include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act as in effect from time to
time. The 2021 REPS are subject to all such terms and holders thereof are
referred to the Indenture and the Trust Indenture Act for a statement of those
terms.
Interest Payments
The 2021 REPS will bear interest, payable on each Interest Payment Date
to holders of record on the Regular Record Date preceding such Interest Payment
Date, at 6.30% per annum from March 9, 1998 or from the most recent Interest
Payment Date to which interest have been paid or duly provided for to but
excluding March 1, 2001 (the "Coupon Reset Date"), whereupon (x) if all of the
2021 REPS are purchased on such date by the Callholder pursuant to its Call
Option, the 2021 REPS shall bear interest from and including the Coupon Reset
Date to but excluding March 1, 2021 (the "Final Maturity Date") at the Coupon
Reset Rate determined in accordance with the Coupon Reset Process described
below, or (y) the 2021 REPS shall be purchased by the Company pursuant to the
exercise of the Mandatory Put by the Trustee on behalf of the holders of the
2021 REPS. Interest on this Security shall be computed on the basis of a 360-day
year comprised of twelve 30-day months.
If the Callholder elects to purchase the 2021 REPS pursuant to the Call
Option (as defined below), the Calculation Agent (as defined below) will reset
the interest rate for the 2021 REPS effective on the Coupon Reset Date, pursuant
to the Coupon Reset Process described below. In such circumstances, (i) this
Security will be purchased by the Callholder at 100% of the principal amount
hereof on the Coupon Reset Date, on the terms and subject to the conditions
described herein (interest accrued to but excluding the Coupon Reset Date
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will be paid by the Company on such date to the Holder hereof on the most recent
Regular Record Date), and (ii) from and including the Coupon Reset Date, the
Notes will bear interest at the rate determined by the Calculation Agent in
accordance with the procedures set forth under "Coupon Reset Process" below.
Maturity Date
The 2021 REPS will mature on the Final Maturity Date. On the Coupon
Reset Date, the Holder hereof will be entitled to receive 100% of the principal
amount hereof from either (i) the Callholder, if the Callholder purchases this
Security pursuant to the Call Option, or (ii) the Company, by exercise of the
Mandatory Put (as defined below) by the Trustee for and on behalf of the Holder
hereof, if the Callholder does not purchase this Security pursuant to the Call
Option.
Call Option; Mandatory Put
(i) Call Option. The Callholder, by giving notice to the Trustee (the
"Call Notice"), has the right to purchase the aggregate principal amount of this
Security, in whole but not in part (the "Call Option"), on the Coupon Reset
Date, at a price equal to 100% of the principal amount hereof (the "Call Price")
(interest accrued to but excluding the Coupon Reset Date will be paid by the
Company on such date to the Holder hereof on the most recent Regular Record
Date). The Call Notice is required to be given to the Trustee, in writing, prior
to 4:00 p.m., New York City time, no later than fifteen calendar days prior to
the Coupon Reset Date. The Call Notice must contain the requisite delivery
details, including the identity of the Callholder's DTC account.
If the Callholder exercises the Call Option, unless terminated in
accordance with its terms, (i) not later than 2:00 p.m., New York City time, on
the Business Day prior to the Coupon Reset Date, the Callholder will deliver the
Call Price in immediately available funds to the Trustee for payment thereof to
the holders of the 2021 REPS (including, if applicable, the Holder hereof) on
the Coupon Reset Date and (ii) the Holder hereof will be required to deliver and
will be deemed to have delivered this Security to the Callholder against payment
(degree)therefor on the Coupon Reset Date through the facilities of DTC. The
Callholder is not required to exercise the Call Option, and no holder of the
2021 REPS or any interest therein shall have any right or claim against the
Callholder as a result of the Callholder's decision whether or not to exercise
the Call Option or performance or non-performance of its obligations with
respect thereto.
The Callholder may at any time assign its rights and obligations under
its Call Option; provided, however, that (i) such rights and obligations are
assigned in whole and not in part and (ii) it provides the Trustee and the
Company with notice of such assignment contemporaneously with such assignment.
Upon receipt of notice of assignment, the Trustee will treat the assignee as
Callholder for all purposes hereunder. The Callholder may assign
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its rights under the Call Option without notice to, or consent of, the holders
of the 2021 REPS (including, if applicable, the Holder hereof).
The Indenture sets forth certain circumstances in which the Call Option
will automatically be terminated.
(ii) Mandatory Put. If the Call Option is not exercised or if the Call
Option otherwise terminates, the Trustee will exercise the right of the holders
of the 2021 REPS (including, if applicable, the Holder hereof) to require the
Company to purchase the aggregate principal amount of 2021 REPS, in whole but
not in part (the "Mandatory Put"), on the Coupon Reset Date at a price equal to
100% of the principal amount thereof (the "Put Price"), plus accrued but unpaid
interest to but excluding the Coupon Reset Date, in each case, to be paid by the
Company to the Holders of the 2021 REPS (including, if applicable, the Holder
hereof) in immediately available funds on the Coupon Reset Date. If the Trustee
exercises the Mandatory Put then the Company will deliver the Put Price in
immediately available funds to the Trustee by no later than 12:00 noon, New York
City time, on the Coupon Reset Date and the holders of the 2021 REPS will be
required to deliver and will be deemed to have delivered the 2021 REPS to the
Company against payment therefor on the Coupon Reset Date through the facilities
of DTC. By its purchase of the 2021 REPS, each Holder irrevocably agrees that
the Trustee shall exercise the Mandatory Put relating to such 2021 REPS for or
on behalf of the holders of the 2021 REPS as provided herein. No holder of any
2021 REPS or any interest therein has the right to consent or object to the
exercise of the Trustee's duties under the Mandatory Put.
Notice to Holders by Trustee
In anticipation of the exercise of the Call Option or the Mandatory Put
on the Coupon Reset Date, the Trustee will notify the Holder hereof, not less
than 30 days nor more than 60 days prior to the Coupon Reset Date, that all 2021
REPS will be delivered on the Coupon Reset Date through the facilities of DTC
against payment of the Call Price by the Callholder under the Call Option or
payment of the Put Price by the Company under the Mandatory Put. The Trustee
will notify the Holder hereof once it is determined whether the Call Price or
the Put Price will be delivered in accordance with the provisions hereof.
Coupon Reset Process
Pursuant to and subject to the terms of a calculation agency agreement,
dated as of March 9, 1998, between the Company and Xxxxxx Xxxxxxx & Co.
Incorporated, Xxxxxx Xxxxxxx & Co. Incorporated (or its successors or assigns)
will be the Calculation Agent. If the Callholder timely exercises its Call
Option and the Call Option does not otherwise terminate in accordance with the
terms of the Indenture, then the Company and the Calculation Agent shall
complete the following steps (the "Coupon Reset Process") in order to determine
the interest rate ("Coupon Reset Rate") to be paid on the 2021 REPS from and
including the Coupon Reset Date to but excluding the Final Maturity Date:
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(i) The Company shall provide the Calculation Agent with (a) a
list (a "Dealer List"), no later than five Business Days prior to the
Coupon Reset Date, containing the names and addresses of three dealers
(one of which shall be Xxxxxx Xxxxxxx & Co. Incorporated) from which it
desires the Calculation Agent to obtain the Bids for the purchase of
the 2021 REPS and (b) such other material as may reasonably be
requested by the Calculation Agent to facilitate a successful Coupon
Reset Process.
(ii) Within one Business Day following receipt by the
Calculation Agent of the Dealer List, the Calculation Agent shall
provide to each dealer ("Dealer") on the Dealer List (a) a copy of the
Prospectus Supplement and accompanying Prospectus relating to the 2021
REPS, (b) a copy of the form of the 2021 REPS and (c) a written request
that each such Dealer submit a Bid to the Calculation Agent at 12:00
noon, New York City time, on the third Business Day prior to the Coupon
Reset Date (the "Bid Date"). The time on the Bid Date upon which Bids
will be requested may be changed by the Calculation Agent to as late as
3:00 p.m., New York City time. As used herein, "Business Day" means any
day other than a Saturday, Sunday or a day on which banking
institutions in the cities of New York or Chicago are authorized or
obligated by law, executive order or governmental decree to be closed.
"Bid" shall mean an irrevocable written offer given by a Dealer for the
purchase of the 2021 REPS, settling on the Coupon Reset Date, and shall
be quoted by such Dealer as a stated yield to maturity on the 2021 REPS
("Yield to Maturity"). Each Dealer shall be provided with (a) the name
of the Company, (b) an estimate of the Purchase Price (which shall be
stated as a U.S. dollar amount and be calculated by the Calculation
Agent in accordance with clause (iii) below), (c) the principal amount
and maturity of the 2021 REPS and (d) the method by which interest will
be calculated on the 2021 REPS.
(iii) The purchase price to be paid by any Dealer for the 2021
REPS (the "Purchase Price") shall be equal to (a) the principal amount
of the 2021 REPS plus (b) a premium (the "Notes Premium") which shall
be equal to the excess, if any, of (x) the discounted present value to
the Coupon Reset Date of a bond with a maturity of March 1, 2021 which
has an interest rate equal to 6.042%, semi-annual interest payments on
each March 1 and September 1, commencing September 1, 2001, and a
principal amount of $400,000,000, and assuming a discount rate equal to
the Treasury Rate over (y) $400,000,000. "Treasury Rate" means the per
annum rate equal to the offer side yield to maturity of the current
on-the-run twenty-year United States Treasury Security per Telerate
page 500 (or any successor or substitute page as may replace such page
on such service) at 11:00 a.m., New York City time, on the Bid Date (or
such other date or time that may be agreed upon by the Company and the
Calculation Agent) or, if such rate does not appear on Telerate page
500 (or any successor or substitute page as may replace such page on
such service) at such time, the rates on GovPx End-of-Day Pricing at
3:00 p.m., New York City time, on the Bid Date.
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(iv) The Calculation Agent shall immediately notify the
Company of (a) the names of each of the Dealers from whom the
Calculation Agent received Bids on the Bid Date, (b) the Bid submitted
by each such Dealer and (c) the Purchase Price as determined pursuant
to clause (iii) hereof. Unless the Call Option has terminated in
accordance with the terms of the Indenture, the Calculation Agent shall
thereafter select from the Bids received the Bid with the lowest Yield
to Maturity (the "Selected Bid") and set the Coupon Reset Rate equal to
the interest rate which would amortize the Notes Premium fully over the
term of the 2021 REPS at the Yield to Maturity indicated by the
Selected Bid, provided, however, that if the Calculation Agent has not
received a timely Bid from a Dealer, the Selected Bid shall be the
lowest of all Bids received by such time and provided, further that if
any two or more of the lowest Bids submitted are equivalent, the
Company shall in its sole discretion select any of such equivalent Bids
(and such selected Bid shall be the Selected Bid). In all cases, Xxxxxx
Xxxxxxx & Co. Incorporated, in its capacity as a Dealer has the right
to match the Bid with the lowest Yield to Maturity, whereby Xxxxxx
Xxxxxxx & Co. Incorporated's Bid becomes the Selected Bid. The
Calculation Agent shall promptly notify the Trustee of the Coupon Reset
Rate.
No Sinking Fund
The Securities of this series shall not be subject to a sinking fund
requirement.
Discharge and Defeasance
The Indenture contains provisions for defeasance of (a) the entire
indebtedness of this Security and (b) certain restrictive covenants upon
compliance by the Company with certain conditions set forth therein.
Events of Default
If an Event of Default with respect to the Securities of this series
shall occur and be continuing, the unpaid principal of the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture.
Amendments to Indenture; Waiver of Defaults
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 Securities of each series to be
affected 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 principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all the Securities of such series, to waive compliance
by the Company with certain provisions
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of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security 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 Security.
As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Security of this series shall have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to the Securities of this series, the
Holders of not less than 25% in principal amount of the Outstanding Securities
of this series shall have made written request, and offered reasonable
indemnity, to the Trustee to institute such proceeding as trustee, and the
Trustee shall not have received from the Holders of a majority in principal
amount of the Outstanding Securities of this series a direction inconsistent
with such request and shall have failed to institute such proceeding within 60
days; provided, however, that such limitations shall not apply to a suit
instituted by the Holder hereof for the enforcement of payment of the principal
of (or premium, if any) or interest on this Security on or after the respective
due dates expressed herein.
Obligations Unconditional
No reference herein to the Indenture and no provision of this Security
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 Security at the times, place and rate, and in the coin or
currency, herein prescribed.
Transfer and Exchange
This Security shall be exchangeable for Securities of this series
registered in the names of Persons other than the Depository with respect to
such series or its nominee only as provided in this paragraph. This Security
shall be so exchangeable if (x) such Depository notifies the Company that it is
unwilling or unable to continue as Depository for this Security or if at any
time such Depository ceases to be a clearing agency registered as such under the
Securities Exchange Act of 1934, (y) the Company executes and delivers to the
Trustee a written order providing that this Security shall be so exchangeable or
(z) there shall have occurred and be continuing an Event of Default with respect
to the Securities of this series. Securities so issued in exchange for this
Security shall be of the same series and of like tenor, in authorized
denominations and in the aggregate having the same unpaid principal amount as
this Security and registered in such names as such Depository shall direct.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Security are payable, duly endorsed by,
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or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or its
attorney duly authorized in writing, and thereupon one or more new Securities of
this series, and of like tenor, of authorized denominations and for the same
aggregate unpaid principal amount, shall be issued to the designated transferee
or transferees. At the date of the original issuance of this Security, such
office or agency of the Company is maintained by First Trust National
Association, at One Illinois Center, Xxxxx 0000, 000 Xxxx Xxxxxx Xxxxx, Xxxxxxx,
Xxxxxxxx 00000.
No service charge shall be made for any such exchange or registration
of transfer, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Holders
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
CUSIP Number
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused a CUSIP number to be
printed on this Security as a convenience to the Holder hereof. No
representation is made as to the accuracy of such number and reliance may be
placed only on the other identifying information printed hereon.
Governing Law
The Indenture and this Security shall be governed by and construed in
accordance with the laws of the State of New York.
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ASSIGNMENT FORM
I or we assign and transfer this Security to ___________________________________
(Print or type name, address and zip code of assignee or
transferee)
________________________________________________________________________________
(Insert Social Security or other identifying number of assignee
or transferee)
and irrevocably appoint_________________________________________________________
agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.
Dated: ____________________________ Signed: ________________________________
(Sign exactly as name appears
above or on the other side of
this Security)
Signature Guarantee: ___________________________________________________________
Participant in a recognized Signature Guarantee Medallion
Program (or other signature guarantor program reasonably
acceptable to the Trustee)
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