1
EXHIBIT 4(f)
This Note is a Global Note within the meaning of the Indenture hereinafter
referred to and is registered in the name of a Depositary or a nominee of a
Depositary. This Note is exchangeable for Notes registered in the name of a
person other than the Depositary or its nominee only in the limited
circumstances described in the Indenture, and no transfer of this Note (other
than a transfer of this Note 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 Note is presented by an authorized representative
of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) 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 such other name as
requested by an authorized representative of The Depository Trust Company and
any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.
CUSIP No. 000000XX0 100,000,000
Panhandle Eastern Pipe Line Company
8.25% SENIOR NOTE
due 2010, SERIES B
Panhandle Eastern Pipe Line Company, a Delaware corporation
(the "Issuer", for value received, hereby promises to pay to CEDE & Co., or
registered assigns, the principal sum of One Hundred million dollars
($100,000,000) on April 1, 2010 ("Maturity") and to pay interest thereon from
March 27, 2000 (the "Original Issue Date") or from the most recent interest
payment date (each such date, an "Interest Payment Date") to which interest has
been paid or duly provided for, semi-annually in arrears on April 1 and October
1 in each year, commencing October 1, 2000 and at Maturity at the rate of 8.25%
per annum, until the principal hereof shall have become due and payable, and on
any overdue principal and premium, if any, and (without duplication and to the
extent that payment of such interest is enforce able under applicable law) on
any overdue installment of interest at the same rate per annum. The amount of
interest payable on any Interest Payment Date shall be computed on the basis of
a 360-day year of twelve 30-day months. In the event that
2
any date on which interest is payable on this Note is not a Business Day, then
payment of interest payable on such date will be made on the next succeeding day
which is a Business Day (and without any interest or other payment in respect of
any such delay), except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day, in each case with the same force and effect as if made on such date. The
interest installment 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 Note (or one or more Predecessor Securities, as
defined in said Indenture) is registered at the close of business on the regular
record date for such interest installment which shall be the close of business
on the 15th day of the calendar month prior to which such Interest Payment Date
occurs. Any such interest installment not punctually paid or duly provided for
shall forthwith cease to be payable to the registered holders on such regular
record date, and may be paid to the person in whose name this Note (or one or
more Predecessor Securities) is registered at the close of business on a special
record date to be fixed by the Trustee (as defined below) for the payment of
such defaulted interest, notice whereof shall be given to the registered holders
of this series of Notes not less than 10 days prior to such special record date,
or may be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in the Indenture. The principal of (and premium, if any) and the interest on
this Note shall be payable at the office or agency of the Trustee maintained
for that purpose in any coin or currency of the United States of America which
at the time of payment is legal tender for payment of public and private debts;
provided, however, that payment of interest may be made at the option of the
Issuer by check mailed to the registered holder at such address as shall appear
in the Security Register.
This Note shall not be entitled to any benefit under the
Indenture hereinafter referred to, be valid or become obligatory for any purpose
until the Certificate of Authentication hereon shall have been signed by or on
behalf of the Trustee.
The provisions of this Note are continued on the reverse side
hereof and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.
3
IN WITNESS WHEREOF, the Issuer has caused this instrument to
be executed.
Dated March 27, 2000
PANHANDLE EASTERN PIPE LINE COMPANY
By____________________________
Name: Xxxx X. Xxxxxx
Title: Senior Vice President, Chief
Financial Officer and Treasurer
Attest:
By_________________________
Name: Xxxxxx X. XxXxxx
Title: Vice President and Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series of Notes described in
the within-mentioned Indenture.
BANK ONE TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By________________________
Authorized Signatory
4
This Note is one of a duly authorized series of Securities of
the Issuer (herein sometimes referred to as the "Notes"), specified in the
Indenture, all issued or to be issued in one or more series under and pursuant
to an indenture (the "Base Indenture") dated as of March 29, 1999 among the
Issuer, CMS Panhandle Holding Company, a Michigan company (which has merged into
the Issuer), and NBD Bank, as Trustee (predecessor to Bank One Trust Company,
National Association), further supplemented by the Second Supplemental Indenture
dated March 27, 2000 between the Issuer and Bank One Trust Company, National
Association (the "Trustee") (the Base Indenture, as so supplemented, hereinafter
being referred to as the "Indenture"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Issuer and the holders of the Notes. By the terms of the Indenture,
the Notes are issuable in series which may vary as to amount, date of maturity,
rate of interest and in other respects as in the Indenture provided. This series
of Notes is limited in aggregate principal amount as specified in said Second
Supplemental Indenture.
The Notes are redeemable at the option of the Issuer at any
time and from time to time, in whole or in part, upon not less than 30 nor more
than 45 days notice to each holder of such Notes, at a redemption price equal to
the Make-Whole Price of such Notes. "Make-Whole Price" means an amount equal to
the greater of (i) 100% of the principal amount of the Notes to be redeemed and
(ii) as determined by an Independent Investment Banker, the sum of the present
values of the remaining scheduled payments of principal and interest thereon
discounted to the date of redemption on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus, in
each case, accrued and unpaid interest thereon to the date of redemption. Unless
there is a default in the payment of the redemption price, on and after the date
of redemption, interest will cease to accrue on the Notes or portions thereof
called for redemption.
"Adjusted Treasury Rate" means, with respect to any date of
redemption, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price at such date of redemption, plus 25 basis points
(0.25%).
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Notes to be redeemed, that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing
5
new issues of corporate debt securities of comparable maturity to the remaining
term of such Notes.
"Comparable Treasury Price" means, with respect to any date of
redemption, (i) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
on the third Business Day preceding such date of redemption, as set forth in the
daily statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities", or (ii) if such release (or any successor release) is
not published or does not contain such prices on such Business Day, (A) the
average of the Reference Treasury Dealer Quotations for such date of redemption,
after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the Trustee obtains fewer than three such Reference
Treasury Dealer Quotations, the average of both such Reference Treasury Dealer
Quotations.
"Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Trustee after consultation with the Issuer.
"Reference Treasury Dealer" means, for the Notes, Xxxxxxxxx,
Xxxxxx & Xxxxxxxx Securities Corporation and its successors; provided, however,
that if any of the foregoing shall not be a primary U.S. Government securities
dealer in New York City ( a "Primary Treasury Dealer"), the Issuer shall
substitute therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any date of redemption, the average, as
determined by the Trustee, 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 trustee by such Reference Treasury Dealer at 5:00 p.m.
on the third Business Day preceding such date of redemption.
The Issuer may purchase the Notes in the open market, by
tender or otherwise. Notes so purchased may be held, resold or surrendered to
the Trustee for cancellation. If applicable, the Issuer will comply with the
requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and other securities laws and regulations in
connection with any such purchase.
No sinking fund is provided for the Notes.
6
If an Event of Default with respect to this Note shall occur
and be continuing, the principal of this Note may be declared due and payable in
the manner and with the effect provided in the Indenture.
The Indenture contains provisions for defeasance at any time
of (i) the entire indebtedness of this Note or (ii) certain restrictive
covenants and certain other obligations with respect to this Note, in each case
upon compliance with certain conditions set forth therein.
The Indenture permits, with certain exceptions as therein
provided, modifications and amendments of the Indenture by the Trustee with the
consent of the holders of a majority in aggregate principal amount of the
outstanding Notes.
The Indenture provides that the holders of a majority in
aggregate principal amount of the outstanding Notes may, on behalf of the
holders of all Notes, waive, insofar as the Notes are concerned, compliance by
the Issuer with certain restrictive provisions of the Indenture.
The Indenture provides that the holders of a majority in
aggregate principal amount of the outstanding Notes may, on behalf of all
holders of Notes, waive any past default under the Indenture with respect to any
Notes, except a default (i) in the payment of principal of, or premium, if any,
or any interest on any Note; or (ii) in respect of a covenant or provision of
the Indenture which cannot be modified or amended without the consent of the
holder of each outstanding Note affected.
The Indenture provides that, subject to the duty of the
Trustee during default to act with the required standard of care, the Trustee
will be under no obligation to exercise any of its rights or powers under the
Indenture at the request or direction of any of the holders, unless such holders
shall have offered to the Trustee reasonable indemnity. Subject to such
provisions for the indemnification of the Trustee, the holders of a majority in
aggregate principal amount of the outstanding Notes have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Notes; provided, however, that the Trustee shall not be obligated
to take any action unduly prejudicial to holders not joining in such direction
or involving the Trustee in personal liability.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute
7
and unconditional, to pay the principal of and any premium and interest on this
Note at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain
limitations therein and herein set forth, the transfer of this Note is
registerable in the Security Register, upon surrender of this Note for
registration of transfer at the office or agency of the Issuer in any place
where the principal of and any premium and interest on this Note are payable,
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Issuer and the Security Registrar duly executed by, the
holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Notes 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 Notes are issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of Notes 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 Issuer may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The Issuer shall not be required to (a) issue, exchange or
register the transfer of this Note for a period of 15 days next preceding the
mailing of the notice of redemption of Notes or (b) exchange or register the
transfer of any Note or any portion thereof selected, called or being called for
redemption, except in the case of any Note to be redeemed in part, the portion
thereof not so to be redeemed.
Prior to due presentment of this Note for registration of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may
treat the Person in whose name this Note is registered as the owner hereof for
all purposes, whether or not this Note be overdue, and neither the Issuer, the
Trustee nor any such agent shall be affected by notice to the contrary.
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
respect hereof, or based on or in respect of the Indenture, against any
incorporator, stockholder, officer or director, past, present or future, as
such, of the Issuer or of any predecessor or 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
8
being, by the acceptance hereof and as part of the consideration for the
issuance hereof, expressly waived and released.
All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
9
(CERTIFICATE OF TRANSFER)
FOR VALUE RECEIVED, THE UNDERSIGNED HEREBY SELL(S), ASSIGN(S) AND TRANSFER(S)
UNTO PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
---------------------------------------
---------------------------------------
------------------------------------------------
------------------------------------------------
(Please print or typewrite name and address including postal zip code, of
assignee)
------------------------------------------------
the within Note and all rights thereunder, and hereby
irrevocably constitutes and appoints
--------------------
-----------------------------------------------
to transfer said Note on the books of the Issuer, with full power of
substitution in the premises.
Dated:
----------------- --------------------
