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EXHIBIT 4.7
ORANGE AND ROCKLAND UTILITIES, INC.
to
THE BANK OF NEW YORK,
As Trustee
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FIFTH SUPPLEMENTAL INDENTURE
Dated as of March 1, 1999
Supplementing and Amending the Indenture
Dated as of March 1, 1990,
As Previously Supplemented and Amended
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THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of March 1, 1999 (this
"Fifth Supplemental Indenture"), is between ORANGE AND ROCKLAND UTILITIES, INC.,
a New York corporation (hereinafter called the "Issuer" or the "Company"),
having its principal office at Xxx Xxxx Xxxx Xxxxx, Xxxxx Xxxxx, Xxx Xxxx 00000,
and THE BANK OF NEW YORK, a New York corporation, as Trustee (hereinafter called
the "Trustee"), having its Corporate Trust Office at 000 Xxxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000.
Recitals of the Issuer
The Issuer and the Trustee have heretofore entered into an Indenture,
dated as of March 1, 1990 (hereinafter called the "Original Indenture"), as
heretofore amended and supplemented as described in the following paragraph
(said Original Indenture, as so amended and supplemented, being hereinafter
called the "Amended Indenture"), relating to the issuance at any time or from
time to time of its Securities on terms to be specified at the time of issuance.
Terms (including the term "Indenture") used and not otherwise defined herein
shall (unless the context otherwise clearly requires) have the respective
meanings given to them in the Amended Indenture.
The Amended Indenture provides in Article Three thereof that, prior to
the issuance of Securities of any series, the form of such Securities and the
terms applicable to such series shall be established in, or pursuant to, the
authority granted (generally, or in the particular instance) in a resolution of
the Board of Directors (delivered to the Trustee in the form of a Board
Resolution) or established (generally, or in the particular instance) in one or
more indentures supplemental thereto. The Original Indenture has, prior to the
date hereof, been (a) supplemented by a First Supplemental Indenture, dated as
of March 7, 1990, which, among other things, established the form of the
Issuer's first series of Securities, designated "9 3/8% Debentures Due 2000
(Series A)," (b) supplemented and amended by a Second Supplemental Indenture,
dated as of October 15, 1992 (the "Second Supplemental Indenture"), which, among
other things, (i) established the form of the Issuer's second series of
Securities, designated "6.50% Debentures Due 1997 (Series B)" and (ii) added to
the covenants of the Issuer a further covenant restricting the issuance by the
Issuer of secured indebtedness for borrowed money while any Securities are
Outstanding under the Indenture, (c) supplemented by a Third Supplemental
Indenture, dated as of March 1, 1993, which, among other things, established (i)
the form of the Issuer's third series of Securities, designated "6.14%
Debentures Due 2000 (Series C)" and (ii) the form of the Issuer's fourth series
of Securities, designated "6.56% Debentures Due 2003 (Series D)" and (d)
supplemented by a Fourth Supplemental Indenture, dated as of December 1, 1997,
which, among other things established the form of (i) the Securities of a fifth
series, designated "6-1/2% Debentures Due 2027 (Series E)" of the Issuer and
(ii) the Securities of a sixth series issued in exchange therefor, pursuant to a
Registration Rights Agreement dated as of December 18, 1997, designated "6-1/2%
Debentures Due 2027 (Series F)" of the Issuer. The Issuer desires by this Fifth
Supplemental Indenture to establish the form of the Securities of a seventh
series, to be designated " % Debentures Due 2029 (Series G)" of the Issuer and
to establish the terms applicable to such series, pursuant to Sections 3.1 and
10.1(e) of the Amended Indenture. The Issuer has duly authorized the execution
and delivery of this Fifth Supplemental Indenture.
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The execution and delivery of this Fifth Supplemental Indenture by the
parties hereto are in all respects authorized by the provisions of the Amended
Indenture.
All things necessary have been done to make this Fifth Supplemental
Indenture a valid agreement of the Issuer, in accordance with its terms.
NOW, THEREFORE, THIS FIFTH SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises, it is mutually covenanted and
agreed, as follows:
ARTICLE ONE
Establishment of % Debentures Due 2029 (Series G)
Section 1.01. There is hereby established by this Fifth Supplemental
Indenture a seventh series of the Securities, which shall be designated " %
Debentures Due 2029 (Series G)" of the Issuer (hereinafter called the "Series G
Debentures"). The Series G Debentures shall be substantially in the form set
forth in Exhibit A hereto (which is hereby incorporated herein and made a part
hereof), subject to changes in the form thereof made by the Issuer and
acceptable to the Trustee, and may be issued at any time and from time to time,
subject to the fulfillment of the conditions set forth in the Amended Indenture.
Section 1.02. The Series G Debentures shall have the terms and
provisions set forth in Exhibit A hereto. In particular, but without limitation,
the Series G Debentures shall (a) be limited to $45,000,000 in aggregate
principal amount at any time Outstanding, (b) mature on March 1, 2029, (c) bear
interest (computed on the basis of a 360-day year of twelve 30-day months) until
the payment of principal thereof has been made or duly provided for, at the rate
per annum specified in the title of the Series G Debentures, payable
semi-annually on March 1 and September 1 of each year, commencing September 1,
1999, and at the same rate per annum on any overdue installment of principal and
(to the extent legally enforceable) interest, and (d) be issuable only as fully
registered Securities, without coupons.
The regular record dates for the Series G Debentures shall be as set
forth in Exhibit A. The Series G Debentures are not redeemable in whole or in
part prior to March 1, 2009, but are redeemable on that date and thereafter in
the manner specified in the Form of Series G Debenture attached as Exhibit A
hereto. There is no sinking fund for the Series G Debentures.
Section 1.03 (a) The Series G Debentures shall be issued initially in
the form of a permanent Global Security in definitive form without coupons with
the global security legend set forth in Exhibit A hereto (the "Series G Global
Debenture"), which shall be delivered to, or pursuant to the instructions of,
the Depository, or any successor thereto registered under the Securities
Exchange Act of 1934, as depository. The aggregate principal amount of the
Series G Global Debenture may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depository or its
nominee, as the case may be, as provided below.
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(b) Members of, or participants in, the Depository ("Agent
Members") shall have no rights under the Fifth Supplemental Indenture or the
Amended Indenture with respect to any Series G Global Debenture held on their
behalf by the Depository, and the Depository may be treated by the Issuer, the
Trustee and any agent of the Issuer or the Trustee as the absolute owner of such
Series G Global Debenture for all purposes whatsoever.
(c) Certificated Series G Debentures may be issued in exchange
for beneficial interests in the Series G Global Debentures only in accordance
with Section 2.4 of the Amended Indenture and this Article One.
ARTICLE TWO
Defeasance
Notwithstanding anything contained in Article Twelve of the Amended
Indenture, the provisions of this Article Two shall in all cases govern
defeasance of the Issuer's obligations in respect of the Series G Debentures:
Section 2.01. Option to Effect Legal Defeasance or Covenant Defeasance.
The Issuer may at any time terminate its substantive obligations in respect of
the Series G Debentures by delivering all Outstanding Series G Debentures to the
Trustee for cancellation and paying all sums payable by the Issuer on account of
principal of and interest on such Debentures or otherwise in respect of such
Debentures. In addition to the foregoing, the Issuer may, at the option of its
Board of Directors evidenced by resolutions set forth in an Officers'
Certificate of the Issuer, at any time, with respect to the Series G Debentures,
elect to have either Section 2.02 or 2.03 be applied to all Outstanding Series G
Debentures upon compliance with the conditions set forth below in this Article
Two.
Section 2.02 Legal Defeasance and Discharge. Upon the exercise by the
Issuer under Section 2.01 of the option applicable to this Section 2.02, the
Issuer shall be deemed to have been discharged from its obligations with respect
to all Outstanding Series G Debentures on the date the conditions set forth
below are satisfied in respect of such Debentures (hereinafter, "Legal
Defeasance"). For this purpose, such Legal Defeasance means that the Issuer
shall be deemed to have paid and discharged the entire indebtedness represented
by the Outstanding Series G Debentures, which shall thereafter be deemed to be
"Outstanding" only for the purposes of Section 2.05 and the other provisions of
the Amended Indenture referred to in (a) and (b) of this paragraph below, and to
have satisfied all of its other obligations in respect of such Debentures (and
the Trustee, on demand of and at the expense of the Issuer, shall execute proper
instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (a) the rights of
Holders of Outstanding Series G Debentures to receive payments in respect of the
principal of and interest on such Debentures when such payments are due, (b) the
Issuer's obligations with respect to such Debentures under Sections 3.6, 3.7,
3.10, 4.2, 4.4 and 5.1 of the Amended Indenture, (c) the rights, powers, trusts,
duties and immunities of the Trustee and the Issuer's obligations in connection
therewith and (d) this Article Two. Subject to compliance with this Article Two,
the Issuer may exercise the option under this Section 2.02 notwithstanding the
prior exercise of the option under Section 2.03 with respect to such Debentures.
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Section 2.03. Covenant Defeasance. Upon the exercise by the Issuer
under Section 2.01 of the option applicable to this Section 2.03, the Issuer
shall be released from its obligations under the covenants contained in Section
4.7 of the Amended Indenture, as added by Section 2.01 of the Second
Supplemental Indenture, on and after the date the conditions set forth below are
satisfied in respect of such Debentures (hereinafter, "Covenant Defeasance"),
and such Debentures shall thereafter be deemed not "Outstanding" for the
purposes of any direction, waiver, consent or declaration or act of Holders (and
the consequences of any thereof) in connection with such covenant, but shall
continue to be deemed "Outstanding" for all other purposes hereunder (it being
understood that such Debentures may not be deemed Outstanding for accounting
purposes). For this purpose, such Covenant Defeasance means that, with respect
to the Outstanding Series G Debentures, the Issuer may omit to comply with and
shall have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default
under Section 6.1(d) of the Amended Indenture with respect to the Outstanding
Series G Debentures, but, except as specified above, the remainder of the
Indenture and such Debentures shall be unaffected thereby.
Section 2.04. Conditions to Legal or Covenant Defeasance. The following
shall be the conditions to the application of either Section 2.02 or Section
2.03 to the Outstanding Series G Debentures to be defeased at any time:
(a) The Issuer shall irrevocably have deposited or caused to
be deposited with the Trustee (or another trustee satisfying the requirements of
Section 7.9 of the Amended Indenture who shall agree to comply with the
provisions of this Article Two applicable to it) as trust funds in trust for the
purpose of making the following payments, specifically pledged as security for,
and dedicated solely to, the benefit of the Holders of the Series G Debentures,
(i) cash in United States Dollars, (ii) Government Obligations which through the
scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than one day before the due date of any
payment, cash in United States Dollars, or (iii) a combination thereof, in such
amounts, as will be sufficient, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee at the expense of the Issuer, to pay and discharge and
which shall be applied by the Trustee (or other qualifying trustee) to pay and
discharge the principal of and interest on the Outstanding Series G Debentures
on the stated maturity, or upon redemption on or after March 1, 2009, of such
principal or interest; provided that the Trustee shall have been irrevocably
instructed to apply such money or the proceeds of such Government Obligations to
said payments with respect to such Debentures;
(b) In the case of an election under Section 2.02, the Issuer
shall have delivered to the Trustee an Opinion of Counsel reasonably
satisfactory to the Trustee confirming that (i) the Issuer has received from, or
there has been published by, the Internal Revenue Service a ruling or (ii) since
the date hereof, there has been a change in the applicable federal income tax
law, in either case to the effect that, and based thereon such Opinion of
Counsel shall confirm that, the Holders of the Outstanding Series G Debentures
will not recognize income, gain or loss for federal income tax purposes as a
result of such Legal Defeasance and will be subject to
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federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such Legal Defeasance had not occurred;
(c) In the case of an election under Section 2.03, the Issuer
shall have delivered to the Trustee an Opinion of Counsel reasonably
satisfactory to the Trustee to the effect that the Holders of the Outstanding
Series G Debentures will not recognize income, gain or loss for federal income
tax purposes as a result of such Covenant Defeasance and will be subject to
federal income tax on the same amount, in the same manner and at the same times
as would have been the case if such Covenant Defeasance had not occurred;
(d) No Default or Event of Default with respect to the Series
G Debentures shall have occurred and be continuing on the date of such deposit
or, insofar as Sections 6.1(e) or 6.1(f) of the Amended Indenture are concerned,
at any time in the period ending on the 91st day after the date of such deposit
(it being understood that this condition shall not be deemed satisfied until the
expiration of such period);
(e) Such Legal Defeasance or Covenant Defeasance shall not
result in a breach or violation of, or constitute a default under, the Indenture
or any other material agreement or instrument to which the Issuer is a party or
by which the Issuer is bound;
(f) The Issuer shall have delivered to the Trustee an
Officers' Certificate stating that the deposit made by the Issuer pursuant to
its election under Section 2.02 or 2.03 was not made by the Issuer with the
intent of preferring the Holders of the Series G Debentures over any other
creditors of the Issuer or with the intent of defeating, hindering, delaying or
defrauding creditors of the Issuer or others; and
(g) The Issuer shall have delivered to the Trustee an
Officers' Certificate stating that all conditions precedent provided for or
relating to either the Legal Defeasance under Section 2.02 or the Covenant
Defeasance under Section 2.03 (as the case may be) have been complied with as
contemplated by this Section 2.04.
Section 2.05. Deposited Money and Government Obligations to be Held in
Trust; Other Miscellaneous Provisions. Subject to Section 2.06, all money and
Government Obligations (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section
2.05, the "Trustee") pursuant to Section 2.04 in respect of the Outstanding
Series G Debentures shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Debentures and the Indenture, to the
payment, either directly or through any Paying Agent as the Trustee may
determine, to the Holders of such Debentures of all sums due and to become due
thereon in respect of principal, premium if any, and interest.
The Issuer shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or Government Obligations
deposited pursuant to Section 2.04 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the corresponding Outstanding Series G Debentures.
Anything in this Article Two to the contrary notwithstanding, the
Trustee shall deliver or pay to the Issuer from time to time upon the request of
the Issuer any money or Government Obligations held by it as provided in Section
2.04 which, in the opinion of a nationally recognized
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firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 2.04(a)) at the expense of the Issuer, are in excess of the amount
thereof which would then be required to be deposited to effect an equivalent
Legal Defeasance or Covenant Defeasance.
Section 2.06 Repayment to Company. Any money deposited with the Trustee
or any Paying Agent in trust for the payment of the principal of or interest on
any Series G Debenture and remaining unclaimed for two years after such
principal, premium if any, or interest has become due and payable shall be paid
to the Issuer on its written request and shall be discharged from such trust;
and the Holder of such Debenture shall thereafter, as a secured creditor, look
only to the Issuer for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Issuer cause to be published once,
in the New York Times and The Wall Street Journal (national edition), notice
that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such notification or
publication, any unclaimed balance of such money then remaining will be repaid
to the Issuer.
Section 2.07 Reinstatement. If the Trustee or Paying Agent is unable to
apply any United States Dollars or Government Obligations in accordance with
Section 2.02 or 2.03, as the case may be, by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the obligations of the Issuer in respect of
the corresponding Series G Debentures shall be revived and reinstated as though
no deposit had occurred pursuant to Section 2.02 or 2.03 until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance with
Section 2.02 or 2.03, as the case may be; provided, however, that, if the Issuer
makes any payment of principal of or interest on any Series G Debenture
following the reinstatement of its obligations, the Issuer shall be subrogated
to the rights of the Holders of such Debentures to receive such payment from the
money held by the Trustee or Paying Agent.
ARTICLE THREE
Miscellaneous
Section 3.01. The recitals contained herein shall be taken as the
statements of the Issuer, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representation as to the validity
of this Fifth Supplemental Indenture. The Amended Indenture is in all respects
hereby adopted, ratified and confirmed.
Section 3.02. This Fifth Supplemental Indenture may be executed in any
number of counterparts, and in separate counterparts, each of which shall be an
original; but such counterparts shall together constitute but one and the same
instrument.
Section 3.03. If any provision of this Fifth Supplemental Indenture
limits, qualifies or conflicts with the duties imposed by any of Sections 310 to
317, inclusive, of the Trust Indenture Act of 1939, as amended by the Trust
Indenture Reform Act of 1990, through operation of Section 318(c), such imposed
duties shall control.
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Section 3.04. The Article and Section headings herein are for
convenience only and shall not affect the interpretation hereof.
Section 3.05. The Issuer hereby confirms the appointment of The Bank of
New York as the initial Trustee, Securities Registrar and Paying Agent, subject
to the provisions of the Indenture with respect to resignation, removal and
succession, and subject, further, to the right of the Issuer to appoint
additional agents (including Paying Agents). An Authenticating Agent may be
appointed for the Series G Debentures under the circumstances set forth in, and
subject to the provisions of, the Indenture. If and so long as the Series G
Debentures are issued as Global Securities and the Depository or the nominee
therefor is the sole holder of Series G Debentures, (a) the Trustee shall treat
the Depository or said nominee as the only Holder of the Series G Debentures for
all purposes under the Indenture, including receipt of all principal of and
interest on the Series G Debentures, receipt of notices, and voting and
requesting or directing the Trustee to take or not to take, or consenting to,
certain actions under the Indenture, and (b) the Issuer and the Trustee shall
have no responsibility or obligation with respect to (i) the accuracy of any
records maintained by the Depository or any participant therein, (ii) the
payment by any participant in the Depository of any amount due to any beneficial
owner in respect of the principal of and interest on the Series G Debentures,
(iii) the delivery or timeliness of delivery by any participant in the
Depository of any notice to any beneficial owner which is required or permitted
under the terms of the Indenture to be given to Holders of Securities or (iv)
other action taken by the Depository or its nominee as Holder of the Series G
Debentures.
[End of Page]
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IN WITNESS WHEREOF, the parties hereto have caused this Fifth
Supplemental Indenture to be duly executed (the actual date of this Fifth
Supplemental Indenture being the date of execution by the Trustee, as indicated
in its Acknowledgment).
ORANGE AND ROCKLAND UTILITIES, INC.
By _______________________________
Name:
Title:
THE BANK OF NEW YORK, as Trustee
By _______________________________
Name:
Title:
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00
XXXXX XX XXX XXXX )
) ss.:
COUNTY OF ROCKLAND )
At Pearl River, on this ____ day of [ ], 1999, before me, a
Notary Public in and for the County of Rockland and State of New York,
personally appeared ___________________ the ______________, of Orange and
Rockland Utilities, Inc., to me personally known, who executed the foregoing
instrument on behalf of said corporation, and acknowledged the same to be his or
her free act and deed in his or her said capacity and the free act and deed of
Orange and Rockland Utilities, Inc.
-----------------------------
Notary Public
NOTARIAL SEAL
My Commission Expires:
STATE OF NEW YORK )
) ss.:
NEW YORK COUNTY )
At The City of New York, on this ___ day of [ ], 1999, before
me, a Notary Public in and for the County and State of New York, personally
appeared ________________, a ________________ of The Bank of New York,
personally known to me, who executed the foregoing instrument on behalf of said
corporation, and acknowledged the same to be his or her free act and deed in his
or her said capacity and the free act and deed of The Bank of New York, as
Trustee.
-----------------------------------
Notary Public
NOTARIAL SEAL
My Commission Expires:
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Exhibit A
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITORY"), NEW YORK,
NEW YORK, TO THE COMPANY OR ITS AGENTS FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY) 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
THEREIN.
TRANSFERS OF THIS GLOBAL DEBENTURE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO THE DEPOSITORY OR NOMINEES OF THE DEPOSITORY OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
DEBENTURE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
FORM OF SERIES G DEBENTURE
[FORM OF FACE OF SERIES G DEBENTURE]
No._______ $________
ORANGE AND ROCKLAND UTILITIES, INC.
% DEBENTURE DUE 2029 (SERIES G)
ORANGE AND ROCKLAND UTILITIES, INC., a corporation duly organized and
existing under the laws of the State of New York (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, on March 1, 2029, and to pay interest on said
principal sum, semiannually on March 1 and September 1 of each year, commencing
September 1, 1999, at the rate of % per annum from the March 1 or September
1, as the case may be, next preceding the date of this Debenture to which
interest has been paid, unless the date hereof is a date to which interest has
been paid, in which case from the date of this Debenture, or unless no interest
has been paid on this Debenture, in which case from the date of original issue
of this Debenture, until payment of said principal sum has been made or duly
provided for. Notwithstanding the foregoing, when there is no existing default
in the payment of
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interest on this Debenture, if the date hereof is after a regular record date
(which shall be the close of business on the February 15 or August 15, as the
case may be, next preceding an Interest Payment Date) and before the next
succeeding Interest Payment Date, this Debenture shall bear interest from such
Interest Payment Date; provided, however, that if the Company shall default in
the payment of interest due on such Interest Payment Date, then this Debenture
shall bear interest from the next preceding Interest Payment Date to which
interest has been paid, or, if no interest has been paid on this Debenture, from
the date of original issue of this Debenture. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in said Indenture, be paid to the person in whose name this Debenture
(or one or more Predecessor Securities) is registered at the record date for
such Interest Payment Date. The principal of and interest on this Debenture are
payable 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, at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, except that interest may be paid, at the option of the Company, by check
mailed to the person entitled thereto at his address last appearing on the
Securities Register. Any interest not punctually paid or duly provided for shall
be payable as provided in said Indenture.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS DEBENTURE SET FORTH
ON THE REVERSE HEREOF, WHICH SHALL HAVE THE SAME EFFECT AS THOUGH FULLY SET
FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee by manual signature, this Debenture shall not be
entitled to any benefit under the aforesaid Indenture, or be valid or obligatory
for any purpose.
IN WITNESS WHEREOF, the Company has caused this Debenture to be duly
executed under its corporate seal.
ORANGE AND ROCKLAND UTILITIES, INC.
[SEAL]
By _________________________________
Treasurer
Attest:
_________________________________
Secretary
Dated:
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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.
THE BANK OF NEW YORK, as Trustee
By ____________________________
Authorized Signatory
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[FORM OF REVERSE OF DEBENTURE]
ORANGE AND ROCKLAND UTILITIES, INC.
% DEBENTURE DUE 2029 (SERIES G)
This Debenture is one of a duly authorized issue of unsecured debt
securities of the Company (herein called the "Securities"), issued and to be
issued under an Indenture dated as of March 1, 1990, between the Company and The
Bank of New York, as Trustee (herein called the "Trustee," which term includes
any successor Trustee under the Indenture), to which the Indenture and all
indentures supplemental thereto, including, without limitation, the First
Supplemental Indenture dated as of March 7, 1990, the Second Supplemental
Indenture dated as of October 15, 1992, the Third Supplemental Indenture dated
as of March 1, 1993, the Fourth Supplemental Indenture dated as of December 1,
1997 and the Fifth Supplemental Indenture dated as of March 1, 1999 (said
Indenture, together with all indentures supplemental thereto, including, without
limitation, said First, Second, Third, Fourth and Fifth Supplemental Indentures,
being herein called the "Indenture"), reference is hereby made for a statement
of the rights and limitations of rights thereunder of the Holders of the
Securities, and of the rights, obligations, duties and immunities of the Trustee
and of the Company, and the terms upon which the Securities are and are to be
authenticated and delivered. As provided in the Indenture, the Securities 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,
if any, at different rates, may be subject to different redemption provisions,
if any, may be subject to different sinking, purchase or analogous funds, if
any, may be subject to different covenants and Events of Default and may
otherwise vary as in the Indenture provided or permitted. This Security is one
of a series designated on the face hereof as " % Debentures Due 2029 (Series
G)" (the "Debentures"), limited to $45,000,000 in aggregate principal amount
Outstanding.
The debentures will be redeemable prior to maturity, at the option of
the Company, as a whole at any time or in part from time to time, on notice
given as provided in the Indenture, at the principal amount thereof and accrued
interest to the date fixed for redemption, together with a premium equal
to a percentage of the principal amount thereof, determined as set forth below;
provided however, that no debentures may be redeemed prior to March 1, 2009.
If redeemed If redeemed If redeemed
during the during the during the
12 months' 12 months' 12 months'
period ending period ending period ending
____________, Premium ____________, Premium ___________, Premium
2010 .......... % 2017 .......... % 2024 .......... %
2011 .......... % 2018 .......... % 2025 .......... %
2012 .......... % 2019 .......... % 2026 .......... %
2013 .......... % 2020 .......... % 2027 .......... %
2014 .......... % 2021 .......... % 2028 .......... %
2015 .......... % 2022 .......... % 2029 .......... 0.00%
2016 .......... % 2023 .......... %
There is no sinking fund for the debentures.
The Debentures are issuable only as registered Debentures, without
coupons, in denominations of $1,000 and integral multiples of $1,000 in excess
thereof. As provided in the Indenture, and subject to certain limitations
therein set forth, Debentures are exchangeable for a like aggregate principal
amount of Debentures of different authorized denominations, as requested by the
Holder surrendering the same.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Debenture may be registered on the Securities
Register of the Company, upon surrender of this Debenture for registration of
transfer at the office or agency of the Company in
15
the Borough of Manhattan, The City of New York, duly endorsed by, or accompanied
by a written instrument or instruments of transfer in form satisfactory to the
Company and the Securities Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Debentures,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment for registration of transfer of this
Debenture, the Company, the Trustee and any agent of the Company or the Trustee
may treat the person in whose name this Debenture is registered as the owner
hereof for the purpose of receiving payment as herein provided and for all other
purposes, whether or not this Debenture be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
If any Event of Default with respect to the Debentures shall occur and
be continuing, the principal of all the Debentures may be declared due and
payable in the manner and with the effect 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 Securities under the Indenture at
any time by the Company with the consent of the Holders of at least a majority
in aggregate principal amount of the Securities at the time Outstanding of all
series to be affected thereby, voting as one class. The Indenture also contains
a provision permitting the Holders of a majority in aggregate principal amount
of the Securities of any series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive any past default or certain
Events of Default by the Company under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Debenture shall be conclusive and
binding upon such Holder and upon all future Holders of this Debenture and of
any Debenture issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent or waiver is
made upon this Debenture.
As provided in Article Two of the Fifth Supplemental Indenture and
subject to the satisfaction of certain conditions therein set forth, including
the deposit of certain funds in trust, at the Company's option, either the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by, and the obligations under, the Debentures and to have satisfied
all the obligations (with certain exceptions) under the Indenture relating to
the Debentures or the Company shall cease to be under any obligation to comply
with any term, provision or condition of certain restrictive covenants of
provisions with respect to the Debentures.
No reference herein to the Indenture and no provision of this Debenture
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
Debenture at the times, place and rate, and in the coin or currency, herein
prescribed.
2
16
No recourse shall be had for the payment of the principal of or the
interest on this Debenture, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, including any
indenture supplemental thereto, against any incorporator, stockholder, officer
or director, as such, past, present or future, of 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.
All terms used in this Debenture which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
3
17
ASSIGNMENT
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
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants
in common
UNIF GIFT
MIN ACT - ______________(Custodian)_____________(Minor) under
Uniform Gifts to Minors Act_____________ (State)
Additional abbreviations may also be used
though not in the above list.
-------------
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
(Please insert social security or other identifying number of assignee)
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
the within Debenture and all rights thereunder, hereby irrevocably constituting
and appointing ___________________________________________ attorney to transfer
said Debenture 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.
Signature(s) Guaranteed:
________________________
________________________
THIS SIGNATURE(S) SHOULD BE GUARANTEED BY A BROKERAGE FIRM OR A FINANCIAL
INSTITUTION THAT IS A MEMBER OF A SECURITIES APPROVED MEDALLION PROGRAM, SUCH
AS SECURITIES TRANSFER AGENTS MEDALLION PROGRAM (STAMP), STOCK EXCHANGES
MEDALLION PROGRAM (SEMP) OR NEW YORK STOCK EXCHANGE INC. MEDALLION SIGNATURE
PROGRAM (MSP) PURSUANT TO S.E.C. RULE 17Ad-15.
