EXHIBIT 1(a)
PRICING AGREEMENT
X.X. XXXXXX SECURITIES INC.
As Representatives of and on behalf of
the several Underwriters named in Schedule I hereto
00 Xxxx Xxxxxx, Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
April 29, 1999
Dear Sirs:
Sears Xxxxxxx Acceptance Corp., a Delaware
corporation (the "Company"), proposes subject to the
terms and conditions stated herein and in the
Underwriting Agreement, dated April 29,1999 (the
"Underwriting Agreement"), executed between the
Company and Sears, Xxxxxxx and Co. ("Sears"), on the
one hand, and X.X. Xxxxxx Securities Inc. as
representatives of and on behalf of the several
Underwriters named in Schedule I hereto, on the other
hand, to issue and sell to the Underwriters named in
Schedule I hereto (the "Underwriters") the Securities
specified in Schedule II hereto (the "Designated
Securities"). Each of the provisions of the
Underwriting Agreement is incorporated herein by
reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such
provisions had been set forth in full herein; and each
of the representations and warranties set forth
therein shall be deemed to have been made at and,
except where otherwise specified, as of the date of
this Pricing Agreement, except that each
representation and warranty with respect to the
Prospectus in Sections 2 and 3 of the Underwriting
Agreement shall be deemed to be a representation and
warranty as of the date of the Underwriting Agreement
in relation to the Prospectus (as therein defined) and
also a representation and warranty as of the date of
this Pricing Agreement in relation to the Prospectus
as amended or supplemented. Unless otherwise defined
herein, terms defined in the Underwriting Agreement
are used herein as therein defined.
An amendment to the Registration Statement, or a
supplement to the Prospectus, as the case may be,
relating to the Designated Securities, in the form
heretofore delivered to you is now proposed to be
filed with the Commission.
Subject to the terms and conditions set forth herein
and in the Underwriting Agreement incorporated herein
by reference, the Company agrees to issue and sell to
each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from
the Company, at the time and place and at a purchase
price to the Underwriters set forth in Schedule II
hereto, the principal amount of Designated Securities
set forth opposite the name of such Underwriter in
Schedule I hereto, less the principal amount of
Designated Securities covered by Delayed Delivery
Contracts, if any, as may be specified in such
Schedule II.
If the foregoing is in accordance with your
understanding, please sign and return to us two
counterparts hereof, and upon acceptance hereof by you
on behalf of each of the Underwriters, this letter and
such acceptance hereof, including the provisions of
the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement
between the Company, Sears and each of the
Underwriters. It is understood that your acceptance
of this letter on behalf of each of the Underwriters
is pursuant to the authority set forth in a form of
Agreement among Underwriters, the form of which shall
be supplied to the Company upon request. You
represent that you are authorized on behalf of
yourselves and on behalf of each of the other
Underwriters named in Schedule I hereto to enter into
this Agreement.
Very truly yours,
SEARS XXXXXXX ACCEPTANCE CORP.
By: /s/Xxxxx Xxxxx
Xxxxx Xxxxx
SEARS, XXXXXXX AND CO.
By: /S/Xxxxx Xxxxxxx
Xxxxx Xxxxxxx
Accepted as of the date hereof:
By: /s/Xxxxxxx Xxxxx Xxxx
X.X. Xxxxxx Securities Inc.
As Representatives of and on behalf of
the several Underwriters named in Schedule I hereto
SCHEDULE I
Underwriter Principal amount of
Designated Securities to
be purchased
Xxxxxxx, Sachs & Co. $ 300,000,000
X.X. Xxxxxx Securities Inc. $ 300,000,000
Bear, Xxxxxxx & Co. Inc. $ 25,000,000
Chase Securities, Inc. $ 25,000,000
Credit Suisse First
Boston Corporation $ 25,000,000
Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated 25,000,000
Xxxxxx Xxxxxxx & Co.
Incorporated $ 25,000,000
Xxxxxxx Xxxxx Barney Inc.
$ 25,000,000
TOTAL $ 750,000,000
SCHEDULE II
Title of Designated Securities:
6.25% Notes due May 1, 2009
Aggregate principal amount:
$ 750,000,000
Denominations:
US$1,000 (see "Other Terms")
Price to Public:
98.871% of the principal amount of
the Designated Securities
Purchase Price by Underwriters:
98.421% of the principal amount of the
Designated Securities
Indenture:
Indenture, dated as of May 15, 1995,
between the Company and The Chase
Manhattan
Bank, N.A., as Trustee
Form of Designated Securities:
Global form only
Maturity:
May 1, 2009
Interest Rate:
6.25%
Interest Payment dates:
May 1 and November 1
Redemption Provisions:
Incorporated by reference to the attached
Form of Note
Sinking Fund Provisions:
None
Time of Delivery:
9:00 A.M., Chicago time, May 6, 1999
Funds in which payment by Underwriters to Company to
be made:
Immediately available funds
Method of Payment:
Wire transfer to The Chase Manhattan Bank, ABA
No. 000-000-000, for the Account of
Sears Xxxxxxx Acceptance Corp., Account No.
910-0000000
Closing Location:
Chicago, Illinois
Delayed Delivery:
None
Counsel:
To the Company and Sears:
- Xxxxxx X. Xxxx, Vice President-Law, Sears,
Xxxxxxx and Co.
- Xxxxxx & Xxxxxxx
To the Underwriters:
- Cleary, Gottlieb, Xxxxx & Xxxxxxxx
Other Terms:
(a) For purposes of this Pricing Agreement
only, Section 7 of the Underwriting Agreement shall be
amended in the following manner. The existing Section
7(b) shall be amended and restated in its entirety to
read as follows:
"(b) To pay or cause to be paid all
expenses, preapproved by the Company, incident to the
performance of its obligations hereunder and under any
Pricing Agreement, including the cost of all
qualifications of the Securities under state
securities laws (including reasonable fees of counsel
to the Underwriters in connection with such
qualifications and in connection with legal investment
surveys) and the cost of printing this Agreement, any
Pricing Agreement, and any blue sky and legal
investment memoranda, and to indemnify and hold
harmless the Underwriters from any documentary stamp
or similar issue tax and any related interest or
penalties (except to the extent that any such interest
or penalties result from the failure of the
Underwriters to timely pay any such tax of which they
had knowledge) on the issue, sale or delivery of the
Designated Securities to the Underwriters (it being
understood that except as provided in this subsection
(b) and in Section 10 hereof, the Underwriters will
pay all of their own costs and expenses, including the
cost of printing any Agreement among Underwriters, the
fees of their counsel, transfer taxes on resale of any
of such Designated Securities by them and any
advertising expenses connected with any offers that
they may make); and"
The following Section 7(c) shall be added:
"(c) To use its best efforts to have the
Designated Securities approved for listing on the
Luxembourg Stock Exchange or such other exchange as
shall be agreed upon by you and the Company, by the
Time of Delivery or as soon as practicable
thereafter."
(b) For purposes of this Pricing
Agreement only, Section 8 of the Underwriting
Agreement shall be amended in the following manner.
The existing Section 8(g) shall be amended and
restated in its entirety to read as follows:
"(g) Subsequent to the date of the Pricing
Agreement relating to the Designated Securities, none
of (i) the United States shall have become engaged in
the outbreak or escalation of hostilities involving
the United States or there has been a declaration by
the United States of a national emergency or a
declaration of war, (ii) a banking moratorium shall
have been declared by Luxembourg or United States
Federal or New York State authorities, (iii) trading
in securities generally on the Luxembourg Stock
Exchange or the New York Stock Exchange shall have
been suspended or limited or minimum prices shall have
been established by such Exchange, any of hich
events, in your judgment, renders it impractical or
inadvisable to proceed with the public offering or the
delivery of the Designated Securities, or (iv) there
shall have been any change in national or
international political, legal, tax or regulatory
conditions, any of which events, in your judgment,
causes a substantial deterioration in the price and/or
value of the Notes;"
The following Section 8(j) shall be added:
"(j) Xxxxx & XxXxxxxx, special tax
counsel for the Company, shall have furnished to you
their written opinion, dated the Time of Delivery for
such Designated Securities, in form satisfactory to
you in your reasonable judgment, as to matters set
forth under Description of Notes - Redemption for Tax
Reasons, Description of Notes - Tax Gross Up and
United States Tax Considerations in the Prospectus
as amended or supplemented."
FORM OF NOTE
[FORM OF FACE OF NOTE]
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO
CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY), 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.
Number_____ $___________
CUSIP NO.___________
SEARS XXXXXXX ACCEPTANCE CORP.
Note due May 1, 2009
6.25% 6.25%
Due 2009 Due 2009
Sears Xxxxxxx Acceptance Corp., a corporation
organized and existing under the laws of the State of
Delaware (hereinafter called the "Company"), for value
received, hereby promises to pay to CEDE & Co., or
registered assigns, the principal sum of
_____________________ Dollars ($__________) upon
presentation and surrender of this Note, on the first
day of May, 2009, at the office or agency of the
Company in the Borough of Manhattan of The City of New
York or, at the option of the holder hereof, such
office or agency, if any, maintained by the Company in
the city in which the principal executive offices of
the Company are located or the city in which the
principal corporate trust office of the Trustee is
located or the City of Luxembourg, in such coin or
currency of the United States of America as at the
time of payment is legal tender for public and private
debts, and to pay interest on said principal sum at
the rate of 6.25% per annum, either, at the option of
the Company, by check mailed to the address of the
person entitled thereto as such address shall appear
on the Security Register or at either of such offices
or agencies, in like coin or currency, from the May 1
or November 1, as the case may be, next preceding the
date hereof to which interest has been paid on the
Notes referred to on the reverse hereof (unless the
date hereof is the date to which interest has been
paid on such Notes, in which case from the date
hereof, or unless the date hereof is prior to November
1, 1999, in which case from May 6, 1999), semi-
annually, commencing on November 1, 1999, on November
1 and May 1, until payment of said principal sum has
been made or duly provided for. Notwithstanding the
foregoing, if this Note is dated after any April 16
and before the following May 1, or after any October
17 and before the following November 1, then this Note
shall bear interest from such following May 1 or
November 1, as applicable, provided, however, that if
the Company shall default in the payment of interest
due on such following May 1 or November 1, this Note
shall bear interest from the next preceding May 1or
November 1 to which interest has been paid on such
Note, or if no interest has been paid on such Note,
then from May 6, 1999. The interest so payable on any
May 1 or November 1, will, subject to certain
exceptions provided in the Indenture referred to on
the reverse hereof, be paid to the person in whose
name this Note is registered at the close of business
on the April 16 prior to such May 1 or the October 17
prior to such November 1. Any such interest not so
punctually paid or duly provided for shall forthwith
cease to be payable to the registered holder on such
Interest Payment Date, and may be paid to the Person
in whose name this Note is registered at the close of
business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee,
notice of which shall be given to Noteholders not less
than 10 days prior to such Special Record Date, or may
be paid, at any time in any other lawful manner, all
as more fully provided in such Indenture.
If any Interest Payment Date or the Maturity Date
falls on a day that is not a Business Day, the
interest or principal payment shall be made on the
next day that is a Business Day, and no interest on
such payments shall accrue for the period from and
after the Interest Payment Date or the Maturity Date.
Interest on the Note will be computed on the basis of
a 360-day year of twelve 30-day months.
Reference is hereby made to the further
provisions of this Note set forth on the reverse
hereof, and such further provisions shall for all
purposes have the same effect as though fully set
forth at this place.
This Note shall not be entitled to any benefit
under the Indenture referred to on the reverse hereof
or any indenture supplemental thereto, or become valid
or obligatory for any purpose, until the certificate
of authentication hereon shall have been signed by or
on behalf of the Trustee under such Indenture.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate
seal.
Dated: May 6, 1999
Sears Xxxxxxx Acceptance Corp.
By _____________________________
President
By _____________________________
Vice President
[Corporate Seal]
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Securities of the series
designated and referred to in the within-mentioned
Indenture.
The Chase Manhattan Bank
as Trustee
By:___________________________________
Authorized Officer
[FORM OF REVERSE SIDE OF NOTE]
SEARS XXXXXXX ACCEPTANCE CORP.
6.25% Note due May 1, 2009
1. This Note is one of a duly authorized
issue of debentures, notes, bonds or other evidences
of indebtedness of the Company (hereinafter called the
"Securities") of the series hereinafter specified,
unlimited in aggregate principal amount, all issued or
to be issued under or pursuant to an indenture dated
as of May 15, 1995, executed between the Company and
THE CHASE MANHATTAN BANK, as Trustee; to which
indenture and all indentures supplemental thereto
(herein collectively called the "Indenture") reference
is hereby made for a specification of the rights and
limitation of rights thereunder of the Holders of the
Securities, the rights and obligations thereunder of
the Company and the rights, duties and immunities
thereunder of the Trustee. 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. This Note is one of a series designated as
the "6.25% Notes due May 1, 2009" of the Company
(hereinafter referred to as the "Notes"). All terms
used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the
Indenture.
2. In case a default, as defined in the
Indenture, shall occur and be continuing with respect
to the Notes, the principal amount of all Notes then
outstanding under the Indenture may be declared or may
become due and payable upon the conditions and in the
manner and with the effect provided in the Indenture.
The Indenture provides that such declaration may in
certain events be annulled by the Holders of a
majority in principal amount of the Notes outstanding.
3. To the extent permitted by, and as
provided in, the Indenture, indentures supplemental
thereto may be entered into with the consent of the
Company and with the consent of the Holders of not
less than a majority in principal amount of the
outstanding Securities (as defined in the Indenture)
of each series to be affected; provided, however, that
no such supplemental indenture shall (i) change the
Stated Maturity of the principal of (and premium, if
any, on), or the interest on, any Security, or reduce
the principal amount of (and premium, if any, on), or
the rate of interest on any Security, or change the
Currency in which the principal of (and premium, if
any) or interest on such Securities is denominated or
payable, or reduce the amount of the principal of an
Original Issue Discount Security that would be payable
upon a declaration of acceleration of the Maturity
thereof pursuant to Section 6.1 of the Indenture
without the consent of the Holder of each outstanding
Security so affected, or (ii) reduce the aforesaid
percentage of Securities of any series the Holders of
which are required to consent to any such supplemental
indenture, without the consent of the Holders of each
outstanding Security affected thereby.
4. The Indenture also provides that the
Holders of a majority in principal amount of the
Securities of any series then outstanding may waive
any past default under the Indenture and its
consequences, except a default in the payment of the
principal of or interest or premium, if any, on any of
the Securities.
5. 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 place, at the
respective times, at the rate, and in the Currency,
herein prescribed.
6. This Note is transferable by the
registered Holder hereof or by his attorney duly
authorized in writing at the office or agency of the
Company in the Borough of Manhattan of The City of New
York or, at the option of the Holder hereof, such
office or agency, if any, maintained by the Company in
the city in which the principal executive offices of
the Company are located or the city in which the
principal corporate trust office of the Trustee is
located, without charge except for any tax or other
governmental charge imposed in relation thereto, but
only in the manner and subject to the limitations
provided in the Indenture and upon surrender of this
Note. Upon any such transfer a Note or Notes of
authorized denominations for a like aggregate
principal amount and bearing a number not
contemporaneously outstanding will be issued in
exchange herefor.
7. The Notes are issuable only as registered
Notes without coupons, in denominations of $1,000 and
any integral multiple of $1,000. In the manner and
subject to the limitations provided in the Indenture,
Notes are exchangeable, without charge except for any
tax or other governmental charge imposed in relation
thereto, for other Notes of authorized denominations
for a like aggregate principal amount, at the office
or agency of the Company in the Borough of Manhattan
of The City of New York or, at the option of the
Holder hereof, such office or agency, if any,
maintained by the Company in the city in which the
principal executive offices of the Company are located
or the city in which the principal corporate trust
office of the Trustee is located or in the City of
Luxembourg.
8. The Company, the Trustee, any
Authenticating Agent, any paying agent and any
Security registrar may deem and treat the registered
Holder hereof as the absolute owner hereof (whether or
not this Note shall be overdue and notwithstanding any
notation of ownership or other writing hereon by
anyone other than the Company or any Security
registrar) for the purpose of receiving payment of or
on account of the principal hereof and interest hereon
and for all other purposes, and neither the Company,
the Trustee, an Authenticating Agent, a paying agent
nor a Security registrar shall be affected by any
notice to the contrary. All such payments shall be
valid and effectual to satisfy and discharge the
liability upon this Note to the extent of the sum or
sums so paid.
9. No recourse shall be had for the payment of
the principal of or the interest on this Note or for
any claim based hereon or otherwise in any manner in
respect hereof, or in respect of the Indenture,
against any incorporator, shareholder, officer or
director, past, present or future, of the Company or
of any predecessor or successor corporation, whether
by virtue of any constitutional provision or statute
or rule of law, or by the enforcement of any
assessment or penalty or in any other manner, all such
liability being expressly waived and released by the
acceptance hereof and as part of the consideration for
the issue hereof. In the event of any sale or
transfer of its assets and liabilities substantially
as an entirety to a successor corporation, the
predecessor corporation may be dissolved and
liquidated as more fully set forth in the Indenture.
10. The Company will, subject to the
exceptions and limitations set forth below, pay such
additional amounts (the "Additional Amounts") to any
holder of a Note who is a United States Alien (as
defined below) as may be necessary in order that every
net payment of the principal of or interest on such
Note after deduction or withholding for or on account
of any present or future tax, assessment or
governmental charge imposed by the United State (or
any political subdivision or taxing authority thereof
or therein) upon, or as a result of, such payment,
will not be less than the amount provided for in such
Note to be then due and payable. However, the Company
will not be required to make any payment of Additional
Amounts to any such holder for or on account of:
(a) any such tax, assessment or other
governmental charge imposed because of the existence
of any present or former connection between such
holder (or between a fiduciary, settlor or beneficiary
of, or a person holding a power over, such holder, if
such holder is an estate or trust, or a partner or
shareholder of such holder, if such holder is a
partnership or corporation) and the United States,
including, without limitation, such holder (or such
fiduciary, settlor, beneficiary, person holding a
power, partner or shareholder) being or having been a
citizen or resident thereof or being, or having been,
present in the United States for 183 days or more in a
taxable year or being, or having been, engaged in a
trade or business or present therein or having, or
having had, a permanent establishment therein;
(b) any estate, inheritance, gift,
sales, transfer or personal property tax or similar
tax, assessment or other governmental charge;
(c) any tax, assessment or other
governmental charge imposed by reason of such holder's
past or present status as a personal holding company,
foreign personal holding company, controlled foreign
corporation, passive foreign investment company;
private foundation or other tax exempt organization,
in each case with respect to the United States, or as
a corporation which accumulates earnings to avoid
United States federal income tax;
(d) any tax, assessment or other
governmental charge which is payable otherwise than by
withholding from payments on or in respect of any
Note;
(e) any tax, assessment or other
governmental charge that a paying agent must withhold
from any payment of principal of or interest on any
Note, if another paying agent can make such payment
without withholding;
(f) any tax, assessment or other
governmental charge imposed because of the failure to
comply with certification, identification,
documentation, information or other reporting
requirement concerning the nationality, residence,
identity or connection with the United State of the
holder or beneficial owner of such Note, if such
compliance is required by statute or by regulation of
the United States or of any political subdivision or
taxing authority thereof or therein as a precondition
to relief or exemption from such tax, assessment or
other governmental charge;
(g) any tax, assessment or other
governmental charge imposed because such holder (or a
partnership of which such holder is a member) is or
was the actual or constructive owner of 10% or more of
the total combined voting power of all classes of
stock of the Company entitled to vote;
(h) any tax, assessment or other
governmental charge imposed on any holder who is a
fiduciary or partnership or other than the sole
beneficial owner of the Note, but only to the extent
that a beneficiary or settlor with respect to such
fiduciary or a member of such partnership or a
beneficial owner of the Note would not have been
entitled to the payment of an Additional Amount had
such beneficiary, settlor, member or beneficial owner
been the holder of such Note; or
(i) any combination of items (a),
(b), (c), (d), (e), (f), (g) or (h).
The term "United States" means the
United States of America, the Commonwealth of Puerto
Rico and each territory and possession of the United
States of America and the area subject to its
jurisdiction. The term "United States Alien" means any
person who, for United States federal income tax
purposes, is a foreign corporation, a non-resident
alien individual, a non-resident alien fiduciary of a
foreign estate or trust, or a foreign partnership one
or more of the members of which, as to the United
States, is a foreign corporation, a non-resident alien
individual or a non-resident alien fiduciary of a
foreign estate or trust.
Any additional amounts payable
under this Paragraph and Paragraph 11(a) are herein
referred to as "Additional Amounts," and all
references herein to principal of and interest on the
Notes shall include such Additional Amounts.
11. (a) The Notes are not redeemable prior to
maturity except as provided under this Paragraph 11.
The Notes may be redeemed at the option
of the Company, as a whole but not in part, at any
time prior to maturity, upon the giving of a notice of
redemption as described below, at a redemption price
equal to 100% of the principal amount of the Notes
together with accrued interest to the date fixed for
redemption (the "Redemption Amount") if the Company
determines that, as a result of (A) any change in or
amendment to the laws (or any regulations or rulings
promulgated thereunder) of the United States or of any
political subdivision or taxing authority thereof or
therein, or any change in the application, official
interpretation or enforcement of such laws,
regulations or rulings, including a decision rendered
by a court of competent jurisdiction in the United
States or any political subdivision thereof, whether
or not such decision was rendered with respect to the
Company; or (B) any action taken by a taxing authority
which action is generally applied or is taken with
respect to the Company, which change, amendment,
action, decision or memorandum is promulgated on or
after May 6, 1999, there is a substantial probability
that the Company has or will become obligated to pay
Additional Amounts with respect to the Notes in
accordance with Paragraph 10 hereof, and the Company
cannot avoid such obligation by taking reasonable
measures available to it. Prior to the publication of
any notice of redemption of the Notes pursuant to the
foregoing, the Company shall deliver to the Trustee an
opinion of legal counsel to the Company stating that
the Company is entitled to effect such redemption and
a certificate setting forth facts showing that the
conditions precedent to the right of the Company to so
redeem have occurred.
Notice of redemption will be given by the
Company not less than 30 nor more than 60 days prior
to the date fixed for redemption, which date and the
redemption price will be specified in the notice. Each
notice shall be given in the manner described in
Paragraph 11(b).
(b) (i) Any redemption notice given under
Paragraph 11(a) above shall state the date fixed for
redemption and the Redemption Amount. On the
redemption date, the Company shall be bound to redeem
the Notes to which such notice relates at their
Redemption Amount upon presentment thereof. Notices to
holders shall be mailed by the Trustee, first class
postage prepaid, at their last addresses as they
appear in the Security Register. If applicable, notice
of intention to redeem the Notes also shall be given
in the manner described in subparagraph (ii) below.
Such notice by publication shall be published at least
once a week for two successive weeks prior to the date
fixed for redemption, the first such publication to be
not less than 30 days nor more than 60 days prior to
the date fixed for redemption.
(ii) So long as the Notes are listed on the
Luxembourg Stock Exchange and such Exchange shall so
require, notices to holders of the Notes will be given
in a daily newspaper of general circulation in
Luxembourg. If publication in Luxembourg is not
practical, such publication shall be made elsewhere in
Europe. The term "daily newspaper" shall mean a
newspaper customarily published on each Business Day
in morning editions, whether or not it shall be
published in Saturday, Sunday or holiday editions.
Such publication is expected to be made in the
Luxembourg Wort. Such notices will be deemed to have
been given on the date of such publication. If by
reason of the temporary or permanent suspension of
publication of any newspaper or by reason of any other
cause, it shall be impossible to make publication of
such notice in a daily newspaper as herein provided,
then such publication or other notice in lieu thereof,
as shall be made by the Trustee, shall constitute
sufficient publication of such notice, if such
publication or other notice shall, so far as may be
possible, approximate the terms and conditions of the
publication in lieu of which it is given. The Trustee
shall promptly furnish to the Company and each other
paying agency a copy of each such notice so published.
12. Notwithstanding anything to the contrary
in the Indenture, the term "Business Day" shall mean,
for all purposes with respect to the Notes, each
Monday, Tuesday, Wednesday, Thursday and Friday that
is not a legal holiday for banking institutions in any
of the City of Wilmington, Delaware, the City of
Chicago, the City of New York, the City of Luxembourg,
or the city in which the principal corporate trust
office of the Trustee is located.
O:\CMATT01\pagmt.doc
