Exhibit 4.05
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FOURTH SUPPLEMENTAL INDENTURE
between
METROPOLITAN MORTGAGE & SECURITIES CO., INC.
and
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
Relating to an issue of Investment Debentures, Series III-A
Dated as of February 28, 2001
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THIS FOURTH SUPPLEMENTAL INDENTURE (the "Fourth Supplement"), dated
as of February 28, 2001 by and between METROPOLITAN MORTGAGE & SECURITIES
CO., INC., a Washington corporation (hereinafter called "Metropolitan" or the
"Company"), having its principal office at 000 X. Xxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxxxx 00000, and U.S. BANK TRUST NATIONAL ASSOCIATION, a national
banking association (hereinafter called the "Trustee"), having offices at
0000 0xx Xxxxxx, 0xx Xxxxx, Xxxxxxx, Xxxxxxxxxx 00000, and is supplemental to
an Indenture dated as of July 6, 1979 and the First and Second Supplemental
Indentures dated as of October 3, 1980 and November 12, 1984, respectively,
between the Company and Seattle First National Bank, the prior Trustee and
the Third Supplemental Indenture dated as of December 31, 1997 between the
Company and the Trustee (collectively, the "Indenture").
RECITALS OF THE COMPANY
The Company previously executed and delivered to the Trustee the
Indenture that provides for the issuance in one or more series of the
Company's Investment Debentures (hereinafter called the "Debentures"), in
accordance with the Indenture. The initial series of Debentures issued under
the Indenture is known as the Company's Investment Debentures, Series I,
limited to the aggregate principal amount of $20,000,000.
The Company also previously executed and delivered to the Trustee
First, Second and Third Supplemental Indentures dated as of October 3, 1980,
November 12, 1984 and December 31, 1997 respectively, providing for the
issuance of the Company's Investment Debentures, Series II, Installment
Debentures, Series I and Investment Debentures, Series III, respectively.
The Board of Directors of the Company has established a new series
of Debentures to be designated "Investment Debentures, Series III-A," not
limited in aggregate principal amount, and has authorized an initial issuance
of $100,000,000 principal amount thereof. The Company has complied or will
comply with all provisions required to issue additional Debentures under the
Indenture.
The Company desires to execute and deliver this Fourth Supplement,
in accordance with the provisions of the Indenture, for the purpose of
providing for the creation of a new series of Debentures, designating the
series to be created and specifying the form and provisions of the Debentures
of such series.
All things necessary to make the Investment Debentures, Series
III-A, when executed by the Company, authenticated by the Trustee, delivered
as authorized by the Company and duly issued by the Company, the valid
obligations of the Company, and to make this Fourth Supplement a valid
agreement of the Company, in accordance with their or its terms, have been
done.
THEREFORE, THIS FOURTH SUPPLEMENT WITNESSETH that, for and in
consideration of the premises and the purchase of the Investment Debentures,
Series III-A, by the Holders thereof, it is mutually covenanted and agreed,
for the equal and proportionate benefit of all Holders of the Investment
Debentures, Series III-A, as follows:
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ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 1.01. RELATION TO BASE INDENTURE. This Fourth Supplement is
executed and shall be construed as an indenture supplemental to the Base
Indenture and constitutes an integral part of the Base Indenture. Except to
the extent inconsistent with the express terms hereof, all of the provisions,
terms, covenants and conditions of the Base Indenture shall be applicable to
the Series III-A Debentures, to the same extent as if specifically set forth
herein. In the event of inconsistencies between the Base Indenture and this
Fourth Supplement with respect to the Series III-A Debentures, the terms
hereof shall govern.
SECTION 1.02. DEFINITIONS AND MISCELLANEOUS. For all purposes of this
Fourth Supplement, except as otherwise expressly provided or unless the
context otherwise requires:
(a) Investment Debentures, Series III and Series III-A shall be
identical to each other in all relative rights, preferences and limitations,
expect as expressly set forth herein and in the Third Amendment.
(b) Capitalized terms used herein without definition have the
meanings specified in the Base Indenture.
(c) The terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular.
(d) Unless the context otherwise requires, any reference to an
"Article" or a "Section" refers to an Article or a Section, as the case may
be, of this Fourth Supplement.
(e) The definition of "Outstanding" in the Based Indenture is
replaced in its entirety with the definition of "Outstanding" provided herein.
(f) The first paragraph of Section 5-2 of the Base Indenture is
replaced in its entirety with Section 2.02(b) hereof.
(g) The second paragraph of Section 11-7 of the Base Indenture is
replaced in its entirety with Section 2.03 hereof.
"INTEREST" means, with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, interest
payable after Maturity as set forth in the Debenture.
"ISSUE PRICE" means, with respect to a Series III-A Debenture, the
initial issue price at which the Series III-A Debenture is sold as set forth
on the face of the Debenture.
"ORIGINAL ISSUE DISCOUNT" means, with respect to a Series III-A
Debenture, the difference between the Issue Price and the Principal Amount at
Maturity of the Series III-A Debenture, accreting as set forth in the
applicable Debenture.
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"ORIGINAL ISSUE DISCOUNT SECURITY" means any Series III-A Debenture
which provides for an amount less than the stated principal amount thereof to
be due and payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 5-2 of the Base Indenture, as amended by Section 2.02
hereof.
"OUTSTANDING" when used with respect to Debentures, means, as of the
date of determination, all Debentures therefor authenticated and delivered
under this Indenture, except:
(a) Debentures theretofore cancelled by the Company;
(b) Debentures for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Trustee or any
Paying Agent in trust for the Holders of such Debentures; provided that, if
such Debentures are to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or provision therefor satisfactory to the
Trustee has been made; and
(c) Debentures in exchange for or in lieu of which other Debentures
have been authenticated and delivered pursuant to this Indenture; and
provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Debentures have given any request,
demand, authorization, direction, notice, consent or waiver hereunder or are
present at a meeting of Holders for quorum purposes, and for the purpose of
making the calculation required by TIA Section 313, (i) the principal amount
of an Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for
such purpose shall be equal to the amount of principal thereof that would be
(or shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the maturity thereof
pursuant to Section 5-2 of the Base Indenture, and (ii) Debentures owned by
the Company or of any other obligor upon the Debentures or any Affiliate of
the Company or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be
protected in making such calculation or in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Debentures
which the Trustee knows to be so owned shall be so disregarded. Debentures
owned as provided in clause (ii) above which have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction
of the Trustee the pledgee's right so to act with respect to such Debentures
and that the pledgee is not the Company or any other obligor upon the
Debentures or any Affiliate of the Company or of such other obligor.
"PRINCIPAL AMOUNT AT MATURITY" means, with respect to any Series
III-A Debenture, the principal amount due at Maturity as set forth on the
face of the Debenture.
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ARTICLE II
THE DEBENTURES
SECTION 2.01. TERMS OF SERIES III-A DEBENTURES.
(a) There shall be hereby established a series of Debentures to be
designated "Investment Debentures, Series III-A."
(b) The aggregate Principal Amount at Maturity of Series III-A
Debentures, at any one time Outstanding shall not be limited and shall be
payable as set forth on the applicable Series III-A Debenture. The Series
III-A Debentures shall be issued in the maturities and denominations as
determined by the Company and as set forth in the applicable Series III-A
Debenture.
(c) The Series III-A Debentures shall be issued with Original Issue
Discount at an accretion rate determined by the Company and set forth in the
applicable Series III-A Debenture. The Series III-A Debentures shall accrue
interest only as provided in the Series III-A Debenture.
(d) The maturities, the accretion rate of Original Issue Discount
and minimum denominations of Series III-A Debentures may be changed at any
time by the Company, but no such change will affect any Series III-A
Debentures issued prior to such change.
(e) Payment of the principal of and accreted Original Issue
Discount, if any, on Series III-A Debentures will be made at the office or
agency of the Company maintained for that purpose in Spokane, Washington. All
such payments shall be made 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. In the event of the death of any registered owner of a Series
III-A Debenture any party entitled to receive some or all of the proceeds of
such Series III-A Debenture may elect to have his or her share of such Series
III-A Debenture prepaid under the terms set out in the form of the Series
III-A Debentures in Exhibit A hereto.
(f) The Series III-A Debenture shall be issued in the form of a
Global Debenture, the form of which is included as Exhibit A hereto, and
shall be executed by the Company and registered in the name of the Company or
its nominee and authenticated by the Trustee. The Trustee shall, upon request
by the Company, authenticate such amounts of Series III-A Debentures as is
authorized by the Board of Directors of the Company. Such authentication of
the Global Debenture shall satisfy the authentication requirement of the
Indenture with respect to the Series III-A Debentures. The Company may amend
and/or supplement the Global Debenture, and may increase and/or decrease the
principal amount of the Global Debenture from time to time. The Trustee shall
authenticate any endorsement to the Global Debenture to reflect such
amendment, supplement, increase or decrease in accordance with instructions
given by the Company. The Global Debenture, and any endorsements thereto
shall be deposited with the Company.
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(g) The Series III-A Debentures may be issued to investors in book
entry form, without the issuance of individual Debentures, and without the
requirement for authentication by the Trustee of such book entry investments.
Investors who hold Series III-A Debentures in book entry form shall be
considered to be Debentureholders and shall have all the rights and
privileges of a Debentureholder pursuant to the Indenture, notwithstanding
that record of their Series III-A Debenture investment is represented in book
entry form. The Company shall maintain accurate records of the individual
holders of such Debentures. The Company shall promptly provide the Trustee
with a listing of all book entry holders of the Series III-A Debentures at
such times and from time to time, and in such format as the Trustee may
reasonably request.
(h) With respect to the Global Debenture, the ownership of which
shall be registered in the name of the Company or its nominee, except as
otherwise provided in the Indenture as herein amended, the Trustee shall have
no responsibility or obligation to any person for whom the Company or its
nominee beneficially holds an interest in book entry form in the Global
Debenture. Without limiting the generality of the foregoing, the Trustee
shall have no responsibility or obligation with respect to (i) the accuracy
of the records of the Company and its nominee with respect to the beneficial
ownership interests of Debentureholders in the Global Debenture; (ii) the
delivery to Debentureholders of any notice required to be given by the
Company with respect to their book entry Debentures; (iii) the payment by the
Company or its nominee to any Debentureholder, as shown on the books of the
Company, of principal, accreted Original Issue Discount or interest with
respect to an Investment Debenture; or (iv) any other action taken by the
Company or its nominee as registered owner of the Global Debenture.
SECTION 2.02. EVENTS OF DEFAULT.
(a) "Event of Default," with respect to the Series III-A
Debentures, means any one of the events specified below in this Section 2.02
(whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law, or pursuant to
any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):
(i) default in the payment of the principal of (or accretion of
Original Issue Discount of) any Series III-A Debenture, at
its Maturity or upon acceleration or otherwise; or
(ii) default in the performance, or breach, of any covenant or
warranty of the Company with respect to Series III-A
Debentures, in the Indenture or this Fourth Supplement
(other than a covenant or warranty a default in whose breach
is elsewhere in this Section specifically dealt with), and
continuance of such default or breach for a period of 60
days after there has been given, by registered or certified
mail, to the Company by the Trustee or to the Company and
the Trustee by the Holders of at least l0% in principal
amount of the Outstanding Series III-A Debentures, a written
notice specifying such default or breach and requiring it to
be remedied and stating that such notice is a "Notice of
Default" hereunder; or
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(iii) the entry of a decree or order by a court having
jurisdiction in the premises adjudging the Company a
bankrupt or an insolvent, or approving as properly filed a
petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company under any
Federal bankruptcy laws or any other applicable Federal or
State law, or appointing a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of the
Company or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and
the continuance of any such decree or order unstayed and in
effect for a period of 60 consecutive days; or
(iv) the institution by the Company of proceedings to be
adjudicated a bankrupt or an insolvent, or the consent by it
to the institution of bankruptcy or insolvency proceedings
against it, or the filing by it of a petition or answer or
consent seeking reorganization or relief under any Federal
bankruptcy laws or any other applicable Federal or State
law, or the consent by it to the filing of any such petition
or to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of the
Company or of any substantial part of its property, or the
making by it of an assignment for the benefit of creditors,
or the admission by it in writing of its inability to pay
its debts generally as they become due, or the taking of
corporate action by the Company in furtherance of any such
action.
(b) If an Event of Default occurs and is continuing, then and in
every such case the Trustee or the Holders of not less than 25% in Principal
Amount at Maturity of the Outstanding Series III-A Debentures may declare all
the Series III-A Debentures to be immediately due and payable at the Issue
Price plus the Original Issue Discount accreted up to the date of default, by
a notice in writing to the Company (and to the Trustee if given by the
Holders of the Series III-A Debentures), and upon any such declaration such
principal or specified portion thereof shall become immediately due and
payable.
SECTION 2.03. DEBENTURES PAYABLE ON REDEMPTION DATE. If the
principal amount of any Class B-1 Debenture surrendered for redemption shall
not be so repaid upon surrender thereof, such principal amount (together with
Original Issue Discount, if any, thereon accreted to such Redemption Date)
shall, until paid, continue to accrete at the accretion rate set forth in
such Class B-1 Debenture until its Maturity and shall thereafter bear
interest at a rate set forth in the Debenture.
SECTION 2.04. RIGHT OF REDEMPTION. Notwithstanding anything to the
contrary contained in the Indenture or this Fourth Supplement, the Series
III-A Debentures are not redeemable prior to Maturity; the Company may,
however, pay principal and accreted Original Issue Discount on such
Debentures either upon mutual agreement between the Holders of a Series III-A
Debenture, and the Company or as provided in the Base Indenture or this
Fourth Supplement in the event of the death of any registered owner or any
registered joint owner without such payment constituting a redemption.
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ARTICLE III
MISCELLANEOUS
SECTION 3.01. REGULATION OF INTEREST RATES. The Company hereby
agrees that it will actively resist any attempts to claim and will not
voluntarily claim, the benefit of any interest rate regulation law against
any Debentureholder.
AMENDMENT REQUIRING CONSENT OF DEBENTUREHOLDERS. Without the consent
of the Holders of each Outstanding Series III-A Debenture affected thereby,
the Company and the Trustee shall not, by supplemental indenture or
otherwise, reduce the amount of the principal of an Original Issue Discount
Security that would be due and payable upon a declaration of acceleration of
the Maturity thereof pursuant to Section 5-2 of the Base Indenture or the
amount thereof provable in bankruptcy pursuant to Section 5-4 of the Base
Indenture.
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Supplemental Indenture to be duly executed all as of the day and year first
above written.
METROPOLITAN MORTGAGE &
SECURITIES CO., INC.
By /s/ C. Xxxx Xxxxxxxx, Xx.
---------------------------------
Name: C. Xxxx Xxxxxxxx, Xx.
Title: President/CEO
(Corporate Seal)
Attest:
By /s/ Xxxxxxx Xxxxxxxxxxx
---------------------------
Name: Xxxxxxx Xxxxxxxxxxx
Title: General Counsel
U.S. BANK TRUST NATIONAL
ASSOCIATION, as Trustee
By /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
(Corporate Seal)
Attest:
By /s/ Xxxxxxx Xxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxx
Title: Assistant Vice President
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STATE OF WASHINGTON )
) ss.
COUNTY OF SPOKANE )
On this 27th day of February, 2001, before me personally appeared
C. Xxxx Xxxxxxxx, Xx., to me known to be the President/CEO of Metropolitan
Mortgage & Securities Co., Inc., the corporation that executed the within and
foregoing instrument, and acknowledged said instrument to be the free and
voluntary act and deed of said corporation, for the uses and purposes therein
mentioned, and on oath stated that he or she was authorized to execute said
instrument and that the seal affixed is the corporate seal of said
corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year first above written.
/s/ Xxxx X. Xxxxxx
---------------------------------------------------
NOTARY PUBLIC in and for the State of Washington,
residing at Spokane
9
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this 28th day of February, 2001, before me personally appeared
Xxxxxx X. Xxxxxx, to me known to be the Vice President of U.S. Bank Trust
National Association, the national banking association that executed the
within and foregoing instrument, and acknowledged said instrument to be the
free and voluntary act and deed of said corporation, for the uses and
purposes therein mentioned, and on oath stated that he or she was authorized
to execute said instrument and that the seal affixed is the corporate seal of
said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year first above written.
/s/ Xxxxxx Xxxx
-----------------------------------------
NOTARY PUBLIC in and for the State of
Washington, residing at Seattle
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EXHIBIT A
[FORM OF SERIES III-A DEBENTURES]
FOR PURPOSES XX XXXXXXXX 0000 XXX 0000 XX XXX XXXXXX XXXXXX INTERNAL REVENUE
CODE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS SECURITY IS ____% OF ITS
PRINCIPAL AMOUNT. THE ISSUE DATE IS __________, 20__
METROPOLITAN MORTGAGE & SECURITIES CO., INC.
000 X. Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000
Investment Debenture, Series III-A
Issued To
------------------------------------
Issue Price
------------------------------------
Original Issue Discount
------------------------------------
Principal Amount at Maturity
------------------------------------
Issue Date
------------------------------------
Maturity Date
------------------------------------
Annual Accretion Rate
------------------------------------
Debenture Number
------------------------------------
THE DEBENTURE
This is a duly authorized Debenture of Metropolitan Mortgage &
Securities Co., Inc. ("Metropolitan"). This Debenture is issued under an
Indenture dated July 6, 1979 and a Fourth Supplemental Indenture dated as of
December 31, 1997 (the "Indenture") between Metropolitan and U.S. Bank Trust
National Association as Trustee (the "Trustee"). The Indenture permits
Metropolitan to issue an unlimited amount of Debentures, the terms of which
may vary according to series. This Debenture is of the series stated above;
that series is limited in aggregate principal amount as stated in the
Indenture (or supplemental indentures). The Indenture (and supplemental
indentures) contains statements of the rights of the Debentureholders,
Metropolitan and the Trustee and provisions concerning authentication and
delivery of the Debentures. Definitions of certain terms used in this
Debenture are also found in the Indenture (and supplemental indentures).
PAYMENT OF PRINCIPAL AMOUNT AT MATURITY
For value received, Metropolitan promises to pay the Principal
Amount at Maturity of this Debenture at the Maturity Date stated above.
Payment will be made to the Person to whom this Debenture is issued, or
registered assigns.
PAYMENT OF INTEREST
This Debenture shall not bear interest, except as specified in this
paragraph. If the Principal Amount at Maturity hereof or any portion of such
Principal Amount at Maturity is not paid when due (whether upon acceleration
or otherwise), then the overdue amount shall, to the
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extent permitted by law, bear interest at a rate of __% per annum, compounded
semi-annually, which interest shall accrue from the date such overdue amount
was originally due to the date of payment of such amount, including interest
thereon, has been made or duly provided for.
Metropolitan will pay interest to the Person in whose name this
Debenture (or one or more Predecessor Debentures) is registered on the books
of Metropolitan, or registered assigns.
PAYMENT PRIOR TO MATURITY
Upon payment of this Debenture prior to Maturity pursuant to the
terms of the Indenture specified in the Indenture, the Holder is entitle to
payment in an amount equal to the Issue Price plus accreted Original Issue
Discount. Original Issue Discount shall accrete from the date of issuance of
the Debenture until the date of determination at the rate specified on the
cover page of this Debenture, compounded semi-annually.
PREPAYMENT ON DEATH
In the event of a Debentureholder's death, any Person entitled to
receive some or all of the proceeds of this Debenture may elect to have his
or her Debenture prepaid in full, in an amount that is equal to the Issue
Price plus the accreted Original Issue Discount, payable in five consecutive
equal monthly installments. Original Issue Discount will continue to accrete
at the accretion rate specified on the cover page hereof on the declining
principal balance of that Debenture. Any request for prepayment must be made
in writing to Metropolitan. The request must be accompanied by the Debenture
and evidence, satisfactory to Metropolitan, of the Debentureholder's death.
Before Metropolitan prepays the Debenture, it may require additional
documents or other material it considers necessary to establish the Persons
entitled to receive some or all of the proceeds of the Debenture.
Metropolitan may also require proof of other facts relevant to its obligation
to prepay the Debenture in the event of death.
MISCELLANEOUS
The provisions on the reverse are part of this Debenture.
This Debenture is not entitled to any benefit under the Indenture
nor is this Debenture valid or obligatory for any purpose unless the
Certificate of authentication below has been executed by the Trustee by
manual signature.
This Debenture is not insured by the United States government, the
State of Washington nor any agency thereof.
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IN WITNESS WHEREOF, Metropolitan has caused this Debenture to be duly
executed under its corporate seal.
METROPOLITAN MORTGAGE &
SECURITIES CO., INC.
(Corporate Seal)
Attest: By:
------------------------------- ----------------------------
Secretary or Chairman of the Board,
Assistant Secretary President or Vice President
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CERTIFICATE OF AUTHENTICATION
This is one of the Debentures referred to in the within-mentioned
Indenture.
U.S. BANK TRUST NATIONAL
ASSOCIATION, as Trustee
By:
---------------------------------
Authorized Officer
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[FORM OF REVERSE OF INVESTMENT DEBENTURE, SERIES III-A]
TRANSFER AND EXCHANGE OF GLOBAL DEBENTURE
Transfer and exchange of this Global Debenture is conditioned by
certain provisions in the Indenture, as amended. To effect a transfer, the
registered owner must surrender this Debenture at the Company's office or
agency in Spokane, Washington. This Debenture must be duly endorsed or
accompanied by a written instrument of transfer satisfactory to the Company.
Upon transfer, one or more new Debentures of the same series, of authorized
denominations and for the same aggregate principal amount will be issued to
the designated transferee or transferees. Prior to due presentment for
registration of transfer, the Company, the Trustee or any of their agents may
treat any Person in whose name this Debenture is registered as the owner of
this Debenture, regardless of notice to the contrary or whether this
Debenture might be overdue.
This Global Debenture is issuable only as a registered Debenture; it
does not bear coupons. As provided in the Indenture, this Global Debenture is
exchangeable for other Global Debentures of the same series of authorized
denominations with the same aggregate principal amount. To effect an
exchange, the registered owner must surrender this Debenture at the Company's
office or agency in Spokane, Washington. The Debenture must be duly endorsed
or accompanied by a written instrument of exchange satisfactory to the
Company.
No service charge will be made for a transfer or exchange, but
Metropolitan may require payment of a sum sufficient to cover any
governmental charge payable in connection with such transaction.
AMENDMENT OF THE INDENTURE; WAIVER OF RIGHTS
With certain exceptions, the Indenture may be amended, the
obligations and rights of Metropolitan may be modified and the rights of the
Debentureholders may be modified by Metropolitan at any time with the consent
of the Holders of 66-2/3% in aggregate principal amount of the Debentures at
the time Outstanding. The Indenture allows the Holders of specified
percentages in aggregate principal amount of the Debentures of a particular
series to waive compliance by Metropolitan with certain Indenture provisions
and to waive past defaults and their consequences on behalf of all the
Holders of Debentures of that series. Any such consent or waiver by the
Holder of this Debenture will be binding upon that Holder. The consent or
waiver will also be binding upon all future Holders of this Debenture and of
any Debenture issued upon the transfer of, or in exchange for or in lieu of
this Debenture, whether or not that consent or waiver is noted upon the
Debenture.
EVENTS OF DEFAULT
If an Event of Default occurs, the Issue Price and the accreted
Original Issue Discount of all the Debentures may be declared due and payable
as provided in the Indenture.
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FORM OF PAYMENT
Payment on the Debentures will be made at the office or agency of
Metropolitan maintained for that purpose in Spokane, Washington. Payment will
be made in coin or currency of the United States of America that is legal
tender for payment of public and private debts at the time of payment.
BUSINESS DAYS
Whenever any Interest Payment Date, the Stated Maturity of this
Debenture or any date on which any Defaulted Interest is proposed to be paid
is not a Business Day, the appropriate payment or compounding of interest,
accretion of Original Issue Discount or principal may be made on the next
succeeding Business Day without accrual of additional interest or accretion
of additional Original Issue Discount.
CERTAIN DEFINITIONS
Metropolitan is an Washington corporation. The terms "Metropolitan"
and "Company" include any successor corporation under the Indenture. The term
"Trustee" includes any successor trustee under the Indenture.
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