AND JPMORGAN CHASE BANK, N.A. (formerly known as The Chase Manhattan Bank), as Trustee Eighth Supplemental Indenture Dated as of July 24, 2006 To Indenture Dated as of August 31, 2000
Exhibit
4.1
ENERGY
EAST CORPORATION
AND
JPMORGAN
CHASE BANK, N.A.
(formerly
known as The Chase Manhattan Bank),
as
Trustee
Dated
as
of July 24, 2006
To
Indenture
Dated
as
of August 31, 2000
6.75%
Notes due July 15, 2036
EIGHTH
SUPPLEMENTAL INDENTURE, dated as of July 24, 2006 (this "Eighth
Supplemental Indenture"),
between ENERGY EAST CORPORATION, a corporation duly organized and existing
under
the laws of the State of New York (the "Company"),
having its principal office at 00 Xxxx Xxxx Xxxxx, Xxx Xxxxxxxxxx, Xxxxx
00000-0000 and JPMORGAN CHASE BANK, N.A. (formerly known as The Chase Manhattan
Bank), a national banking association, as Trustee (the "Trustee")
under
the Indenture dated as of August 31, 2000 between the Company and the Trustee
(the "Original
Indenture").
Recitals
of the Company
WHEREAS,
the Company has executed and delivered the Original Indenture to the Trustee
to
provide for the issuance from time to time of its senior, unsecured debentures,
notes or other evidences of indebtedness (the "Securities"),
to be
issued in one or more series as in the Original Indenture provided;
WHEREAS,
pursuant to the terms of the Original Indenture, the Company desires to make,
execute and deliver to the Trustee this Eighth Supplemental Indenture to the
Original Indenture in order to establish the form and terms of, and to provide
for the creation and issue of a new series of its Securities designated as
the
6.75% Notes due July 15, 2036 (herein called the "Notes"),
under
the Original Indenture in the aggregate principal amount of
$250,000,000;
WHEREAS,
all things necessary to make the Notes, when executed by the Company and
authenticated and delivered by the Trustee and issued upon the terms and subject
to the conditions hereinafter and in the Original Indenture set forth, against
payment therefor, the valid, binding and legal obligations of the Company and
to
make this Eighth Supplemental Indenture a valid, binding and legal agreement
of
the Company, have been done;
Now,
therefore, this Eighth Supplemental Indenture Witnesseth that for, and in
consideration of, the premises and covenants contained in the Original Indenture
and this Eighth Supplemental Indenture and the purchase of the Notes by the
Holders thereof, it is mutually agreed and covenanted, for the equal and
proportionate benefit of all Holders of the Notes, as follows:
ARTICLE
I.
DEFINED
TERMS
Section
1.01. Defined
Terms.
Except
as otherwise expressly provided in this Eighth Supplemental Indenture or in
the
form of Note set forth in Exhibit A hereto or otherwise clearly required by
the
context hereof or thereof, all capitalized terms used and not defined herein
or
in said form of Note that are defined in the Original Indenture shall have
the
meanings assigned to them in the Original Indenture. The Original Indenture,
as
supplemented from time to time, including by this Eighth Supplemental Indenture,
is hereafter referred to as the "Indenture."
ARTICLE
II.
TERMS
OF THE NOTES
Section
2.01. Establishment
of the Notes.
There
is hereby authorized a series of Securities designated the 6.75% Notes due
July
15, 2036, limited in aggregate principal amount to $250,000,000 (except as
provided in Section 301(2) of the Indenture and as set forth in the next
sentence). The Company may, without the consent of the Holders of the Notes,
provided that no Event of Default shall have occurred and be continuing, issue
additional Notes in such principal amount as shall be determined by or pursuant
to a Board Resolution and having the same ranking and the same interest rate,
maturity and other terms (except for the initial interest accrual date and
the
initial Interest Payment Date) as the Notes originally issued hereunder, which
together with said additional Notes shall constitute a single series of
Securities under the Indenture. The Notes shall be substantially in the form
of
Note set forth in Exhibit A hereto.
Section
2.02. Terms
of the Notes.
The
terms and provisions of the Notes as set forth in Exhibit A are hereby
incorporated in and expressly made part of this Eighth Supplemental
Indenture.
The
Notes
will mature and the principal thereof will be due and payable, together with
all
accrued and unpaid interest thereon, on July 15, 2036.
The
Notes
shall bear interest at the rate of 6.75% per year.
The
amount of interest payable on the Notes will be computed on the basis of a
360-day year consisting of twelve 30-day months.
Payment
of the principal of (and premium, if any) and interest on the Notes will be
made
at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, the City and State of New York, in such coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts and in immediately available funds;
provided,
however, that
at
the option of the Company payment of interest may be made by wire transfer
of
immediately available funds to an account at a financial institution in the
United States of the Person entitled thereto as such account shall be provided
to the Security Registrar at least 10 days prior to the relevant payment date
or
by check in New York Clearinghouse Funds mailed to the address of the person
entitled thereto as such address shall appear in the Security
Register.
Initially
the Notes will be issued in global form registered in the name of Cede & Co.
(as nominee for The Depository Trust Company ("DTC"),
the
initial securities depositary for the Notes), and may bear such legends as
DTC
may reasonably request. So long as the Notes are held solely in global form,
the
Regular Record Date shall be the Business Day immediately preceding the relevant
Interest Payment Date; if the Notes are registered in the names of additional
Holders, the Company shall have the right to select a Regular Record Date for
such Notes, which shall be at least one Business Day but not more than 60
Business Days prior to the relevant Interest Payment Date. So long as the Notes
are outstanding in global form registered in
2
the name of DTC or its nominee, all payments of principal,
premium, if any, and interest will be made by the Company in immediately
available funds.
No
service charge shall be made for the registration of transfer or exchange of
the
Notes; provided,
however, that
the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with the exchange or
transfer.
The
Notes
shall not be superior in right of payment to, and shall rank pari
passu with,
all
other unsecured and unsubordinated indebtedness of the Company.
The
Notes
shall be issued in minimum denominations of $1,000 or any integral multiple
of
$1,000 over such denomination.
ARTICLE
III.
SUNDRY
PROVISIONS
Section
3.01. Execution,
Authentication and Delivery of the Notes.
Notes
in the aggregate principal amount of $250,000,000, or in such greater principal
amount as shall be permitted by Section 2.01, may, upon execution of this Eighth
Supplemental Indenture, or from time to time thereafter, be executed by the
Company and delivered to the Trustee for authentication, and the Trustee shall
thereupon authenticate and deliver said Notes upon a Company Order without
any
further action by the Company.
Section
3.02. Paying
Agent and Security Registrar.
JPMorgan Chase Bank, N.A. will be the Paying Agent and Security Registrar for
the Notes.
Section
3.03. Trustee
Not Responsible for Recitals.
The
recitals contained in this Eighth Supplemental Indenture shall be taken as
the
statements of the Company and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Eighth Supplemental Indenture.
Section
3.04. Incorporation
of Indenture.
The
Original Indenture, as supplemented by this Eighth Supplemental Indenture,
is in
all respects ratified and confirmed, and this Eighth Supplemental Indenture
shall be deemed part of the Indenture in the manner and to the extent herein
and
therein provided, except that the last paragraph of Section 301 of the Original
Indenture, as deemed to be incorporated into this Eighth Supplemental Indenture
and to the extent relating to the Notes, shall be amended to read in its
entirety as follows:
"Unless
otherwise provided, a series may be reopened, without the consent of the
Holders, for increases in the aggregate principal amount of such series of
Securities and issuances of additional Securities of such series."
Section
3.05. Governing
Law.
This
Eighth Supplemental Indenture shall be governed by, and construed in accordance
with, the laws of the State of New York, without regard to principles of
conflicts of law except Section 5-1401 of the New York General Obligations
Law.
3
Section
3.06. Counterparts.
This
Eighth Supplemental Indenture may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument.
4
In
Witness Whereof, the parties hereto have caused this Eighth Supplemental
Indenture to be duly executed as of the day and year first above
written.
ENERGY
EAST CORPORATION
|
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By:
|
/s/ F. Xxxxxxx XxXxxxx | |||
Name:
F. Xxxxxxx XxXxxxx
|
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Title:
Vice President - Finance, Treasurer & Chief Integration
Officer
|
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JPMORGAN
CHASE BANK, N.A.
|
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(formerly
known as The Chase Manhattan Bank),
|
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as
Trustee
|
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By:
|
/s/ Xxxxx X. Xxxxxx | |||
Name:
Xxxxx X. Xxxxxx
|
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Title:
Vice President
|
5
EXHIBIT
A
[This
Certificate is a Global Security within the meaning of the Indenture and is
registered in the name of a Depositary or a nominee of a Depositary. This
Certificate is exchangeable for Securities registered in the name of a Person
other than a Depositary or its nominee only in the limited circumstances
described in the Indenture, and no transfer of this Certificate (other than
a
transfer of this Certificate as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary) may be registered except in limited
circumstances.
Unless
this Certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"),
to
the Company (as defined herein) or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such
other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.]*
ENERGY
EAST CORPORATION
6.75%
NOTE DUE JULY 15, 2036
CUSIP
00000XXX0
|
$
|
No._______
ENERGY
EAST CORPORATION, a corporation duly organized and existing under the laws
of
the State of New York (hereinafter referred to as the "Company,"
which
term includes any successor Person under the Indenture hereinafter referred
to),
for value received, hereby promises to pay to [CEDE & CO.]*,
or
registered assigns, the principal sum of ______________________________
Dollars ($__________) on July 15, 2036 (the "Maturity
Date")
and to
pay interest thereon in the manner and on the Interest Payment Dates set forth
below at the rate of 6.75% per year, from and including the date of issuance,
or
from the most recent Interest Payment Date (as defined below) to which interest
has been paid or duly provided for, until the principal hereof is paid or made
available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest. Except as provided in the Eighth Supplemental Indenture
hereinafter referred to, "Regular
Record Date"
shall
mean the January 1 and July 1 (whether or not a Business Day) next preceding
such Interest Payment Date; "Interest
Payment Date"
shall
mean January 15 and July 15 of each year, commencing January 15, 2007 to and
including the Maturity Date.
*
For
inclusion in Global Securities only.
Any
such
interest not so punctually paid or duly provided for will forthwith cease to
be
payable to the Holder on such Regular Record Date and may either be paid to
the
Person in whose name this Security (or one or more Predecessor Securities)
is
registered at the close of business on a Special Record Date for the payment
of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner
not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture.
Payment
of the principal of (and premium, if any) and interest on this Security will
be
made at the office or agency of the Company maintained for that purpose in
the
Borough of Manhattan, the City and State of New York, in such coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts and in immediately available funds;
provided,
however, that
at
the option of the Company payment of interest may be made by wire transfer
of
immediately available funds to an account at a financial institution in the
United States of the Person entitled thereto as such account shall be provided
to the Security Registrar at least 10 days prior to the relevant payment date
or
by check in New York Clearinghouse Funds mailed to the address of the person
entitled thereto as such address shall appear in the Security
Register.
Reference
is hereby made to the further provisions of this Security set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless
the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall
not
be entitled to any benefit under the Indenture or be valid or obligatory for
any
purpose.
2
IN
WITNESS WHEREOF, Energy East Corporation has caused this instrument to be duly
executed under its corporate seal.
Dated:
ENERGY
EAST CORPORATION
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By:
|
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Name:
|
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Title:
|
Attest:
By:
|
||
Name:
|
||
Title:
|
TRUSTEE'S
CERTIFICATE OF AUTHENTIFICATION
This
is
one of the Securities of the series designated herein referred to in the within
mentioned Indenture.
JPMORGAN
CHASE BANK, N.A.
|
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(formerly
known as The Chase Manhattan Bank),
|
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as
Trustee
|
||||
By:
|
||||
Authorized
Officer
|
3
ENERGY
EAST CORPORATION
6.75%
NOTE DUE JULY 15, 2036
This
Security is one of a duly authorized issue of securities of the Company (the
"Securities"),
issued and to be issued in one or more series under an Indenture, dated as
of
August 31, 2000 (the "Original
Indenture"),
as
supplemented by a First Supplemental Indenture dated as of August 31, 2000
(the
"First
Supplemental Indenture"),
a
Second Supplemental Indenture dated as of November 14, 2000 (the "Second
Supplemental Indenture"),
a
Third Supplemental Indenture dated as of November 14, 2000 (the "Third
Supplemental Indenture"),
a
Fourth Supplemental Indenture dated as of November 14, 2001 (the "Fourth
Supplemental Indenture"),
a
Fifth Supplemental Indenture dated as of April 8, 2002 (the "Fifth
Supplemental Indenture"),
a
Sixth Supplemental Indenture dated as of June 14, 2002 (the "Sixth
Supplemental Indenture"),
a
Seventh Supplemental Indenture dated as of September 9, 2003 (the "Seventh Supplemental
Indenture")
and an
Eighth Supplemental Indenture dated as of July 24, 2006 (the "Eighth
Supplemental Indenture,"
and
the Original Indenture, as so supplemented, the "Indenture"),
between the Company and JPMorgan Chase Bank, N.A. (formerly known as The Chase
Manhattan Bank), a New York banking corporation, as Trustee (the "Trustee,"
which
term includes any successor trustee under the Indenture), and reference is
hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders and of the terms upon which the Securities are, and
are
to be, authenticated and delivered. [This Security is a Global Security
representing the aggregate principal amount of the Company's 6.75% Notes Due
July 15, 2036 set forth on the face hereof.]1
The
Securities of this series [of which this Global Security is a part]*
are
limited in aggregate principal amount to $250,000,000, except as provided in
the
Eighth Supplemental Indenture.
Optional
Redemption. The
Securities of this series are redeemable, at the option of the Company, at
any
time in whole, and from time to time in part, at a Redemption Price equal to
the
greater of:
·
|
100%
of the principal amount of the Securities of this series then Outstanding
to be redeemed, or
|
·
|
the
sum of the present values of the remaining scheduled payments of
principal
and interest thereon from the Redemption Date to the Maturity Date
computed by discounting such payments to the Redemption Date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at a rate equal to the sum of 25 basis points plus the Adjusted
Treasury Rate on the third Business Day prior to the Redemption Date,
as
calculated by an Independent Investment
Banker,
|
plus,
in
each case, accrued and unpaid interest, if any, to the Redemption
Date.
"Adjusted
Treasury Rate" means, with respect to any Redemption Date:
*
For
inclusion in Global Securities only.
4
·
|
the
yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical
release designated "H.15(519)" or any successor publication which
is
published weekly by the Board of Governors of the Federal Reserve
System
and which establishes yields on actively traded U.S. Treasury securities
adjusted to constant maturity under the caption "Treasury Constant
Maturities," for the maturity corresponding to the Comparable Treasury
Issue (if no maturity is within three months before or after the
Remaining
Life, yields for the two published maturities most closely corresponding
to the Comparable Treasury Issue will be determined and the Adjusted
Treasury Rate will be interpolated or extrapolated from such yields
on a
straight line basis, rounding to the nearest month);
or
|
·
|
if
such release (or any successor release) is not published during the
week
preceding the calculation date or does not contain such yields, the
rate
per annum equal to the semi-annual equivalent yield to maturity of
the
Comparable Treasury Issue, calculated using a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount)
equal
to the Comparable Treasury Price for such Redemption
Date.
|
"Business
Day" means any day other than a Saturday or Sunday or a day in which banking
institutions in New York City are authorized or obligated by law or executive
order to close.
"Comparable
Treasury Issue" means the U.S. Treasury security selected by an Independent
Investment Banker as having a maturity comparable to the remaining term of
the
Securities of this series to be redeemed that would be utilized, at the time
of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining
term
of such Securities ("Remaining Life") or, if, in the reasonable judgment of
the
Independent Investment Banker, there is no such security, then the Comparable
Treasury Issue will mean the U.S. Treasury security or securities selected
by an
Independent Investment Banker as having an actual or interpolated maturity
or
maturities comparable to the remaining term of the Securities.
"Comparable
Treasury Price" means (1) the average of the Reference Treasury Dealer
Quotations for the Redemption Date, after excluding the highest and lowest
Reference Treasury Dealer Quotations, or (2) if the Independent Investment
Banker obtains fewer than four such Reference Treasury Dealer Quotations, the
average of all such quotations.
"Independent
Investment Banker" means one of the Reference Treasury Dealers selected by
the
Company, or if any such firm is unwilling or unable to serve as such, an
independent investment and banking institution of national standing appointed
by
the Company.
"Reference
Treasury Dealer" means each of (1) Banc of America Securities LLC and one other
primary U.S. Government securities dealer ("Primary Treasury Dealer") selected
by Wachovia Capital Markets, LLC, and their respective successors; provided
that
if any of the foregoing ceases to be, and has no affiliate that is, a Primary
Treasury Dealer, the Company will substitute for it another Primary Treasury
Dealer and (2) any two other Primary Treasury Dealers selected by the
Company.
5
"Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury
Dealer and any Redemption Date, the average, as determined by the Independent
Investment Banker, of the bid and asked prices for the Comparable Treasury
Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Independent Investment Banker at 5:00 p.m., New York City time,
on the third Business Day preceding such Redemption Date.
The
Company will mail notice of redemption at least 30 days but not more than 60
days before the applicable Redemption Date to each Holder of the Securities
of
this series to be redeemed. If the Company elects to partially redeem the
Securities of this series, the Trustee will select in a fair and appropriate
manner the Securities to be redeemed. Notwithstanding Section 1104 of the
Indenture, the notice of such redemption need not set forth the Redemption
Price
but only the manner of calculation thereof. The Company shall give the Trustee
notice of such Redemption Price immediately after the calculation
thereof.
Upon
the
payment of the Redemption Price plus accrued and unpaid interest, if any, to
the
date of redemption, interest will cease to accrue on and after the applicable
Redemption Date on the Securities or portions thereof called for
redemption.
Usury.
The
interest rate on the Securities of this series shall in no event be higher
than
the maximum rate permitted by New York law as the same may be modified by United
States law of general application.
Defeasance.
The
Indenture contains provisions for defeasance of (a) the entire Indebtedness
evidenced by this Security and (b) certain restrictive covenants upon compliance
by the Company with certain conditions set forth therein.
Events
of Default. If
an
Event of Default with respect to Securities of this series shall occur and
be
continuing, the principal of the Securities of this series may be declared
due
and payable in the manner and with the effect provided in the
Indenture.
Amendment
to Indenture; Waiver of Defaults. The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series to be affected under
the Indenture at any time by the Company and the Trustee with the consent of
the
Holders of a majority in principal amount of the Securities at the time
Outstanding of all series to be affected (voting as a class). The Indenture
contains provisions permitting the Holders of not less than a majority in
aggregate principal amount of the Securities of all series with respect to
which
a default under the Indenture shall have occurred and be continuing (voting
as
one class), on behalf of the Holders of all Securities of all such series,
to
waive certain past defaults under the Indenture and their consequences. The
Indenture also permits the Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities of any series, on behalf of
the
Holders of all Securities of such series, to waive compliance with certain
provisions of the Indenture. Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
6
Obligations
Unconditional. No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of (and premium, if any) and interest,
if any, on this Security at the times, place and rates, and in the coin or
currency, herein prescribed.
Transfer
and Exchange. [This
Security shall be exchangeable for Securities registered in
the
names
of Persons other than the Depositary with respect to such series or its nominee
only as provided in Section 311 of the Original Indenture. Securities so issued
in exchange for this Security shall be of the same series, having the same
interest rate, if any, and maturity and having the same terms as this Security,
in authorized denominations and in the aggregate having the same principal
amount as this Security and registered in such names as the Depositary for
such
Global Security shall direct.]*
As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of a Security of the series of which this Security is a part is
registrable in the Security Register, upon surrender of this Security for
registration of transfer at the office or agency of the Company in any place
where the principal of (and premium, if any) and interest, if any, on this
Security are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar
duly
executed by, the Holder hereof or his attorney duly authorized in writing,
and
thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will
be
issued to the designated transferee or transferees.
The
Securities of this series are issuable only in registered form without coupons
in minimum denominations of $1,000 or any integral multiple of $1,000 over
such
minimum denomination. As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for
a
like aggregate principal amount of Securities of this series and of like tenor
of a different authorized denomination, as requested by the Holder surrendering
the same.
No
service charge shall 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 of this Security for registration of transfer, the Company,
the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
Governing
Law. This
Security shall be governed by and construed in accordance with the laws of
the
State of New York without regard to principles of conflict of law except Section
51401 of the New York General Obligations Law.
*
For
inclusion in Global Securities only.
7
All
terms
used in this Security which are defined in the Indenture and not otherwise
defined herein shall have the meanings assigned to them in the
Indenture.
8
FOR
VALUE
RECEIVED, the undersigned assigns and transfers this Security to:
(Insert
assignee's social security or tax identification number)
(Insert
address and zip code of assignee)
and
irrevocably
appoints
agent to transfer this Security on the Security Register. The agent may
substitute another to act for him or her.
Date:
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Signature:
|
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Signature
Guarantee:
|
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|
(Sign
exactly as your name appears on the other side of this Security)
SIGNATURE
GUARANTEE
Signatures
must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or
such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.
9