Exhibit 4.7
DOMINION RESOURCES, INC.
Issuer
TO
THE CHASE MANHATTAN BANK
Trustee
___________________
___________Supplemental Indenture
Dated as of _______, 20__
___________________
$_______
___% Junior Subordinated Debentures
Due ______, 20__
TABLE OF CONTENTS
ARTICLE I DEFINITIONS.................................................. 2
1.1 Definition of Terms............................................ 2
ARTICLE II GENERAL TERMS AND CONDITIONS OF THE JUNIOR SUBORDINATED
DEBENTURES............................................................. 6
2.1 Designation and Principal Amount............................... 6
2.2 Stated Maturity................................................ 6
2.3 Form and Payment; Minimum Transfer Restriction................. 6
2.4 Exchange and Registration of Transfer of Junior
Subordinated Debentures; Restrictions on Transfers; Depositary....... 7
2.5 Interest....................................................... 8
2.6 Direct Action.................................................. 9
ARTICLE III REDEMPTION OF THE JUNIOR SUBORDINATED DEBENTURES........... 9
3.1 Tax Event or Investment Company Event Redemption............... 9
3.2 Optional Redemption by Company................................. 9
3.3 Notice of Redemption........................................... 9
ARTICLE IV EXTENSION OF INTEREST PAYMENT PERIOD........................ 10
4.1 Extension of Interest Payment Period........................... 10
4.2 Notice of Extension............................................ 11
ARTICLE V EXPENSES..................................................... 11
5.1 Payment of Expenses............................................ 11
5.2 Payment Upon Resignation or Removal............................ 12
ARTICLE VI FORM OF JUNIOR SUBORDINATED DEBENTURE....................... 12
6.1 Form of Junior Subordinated Debenture.......................... 12
ARTICLE VII ORIGINAL ISSUE OF JUNIOR SUBORDINATED DEBENTURES........... 12
7.1 Original Issue of Junior Subordinated Debentures............... 12
ARTICLE VIII MISCELLANEOUS............................................. 13
8.1 Ratification of Indenture; ______ Supplemental Indenture
Controls............................................................. 13
8.2 Trustee Not Responsible for Recitals........................... 13
8.3 Governing Law.................................................. 13
8.4 Separability................................................... 13
8.5 Counterparts................................................... 13
EXHIBIT A.............................................................. 1
iii
_________ SUPPLEMENTAL INDENTURE
THIS __________ SUPPLEMENTAL INDENTURE, dated as of ________, 2001 (the
"________ Supplemental Indenture"), is between DOMINION RESOURCES, INC., a
Virginia corporation (the "Company"), and THE CHASE MANHATTAN BANK, as trustee
(the "Trustee") under the Indenture, dated as of December 1, 1997, between the
Company and the Trustee, as heretofore supplemented and amended (the "Base
Indenture", and as further supplemented by this _____ Supplemental Indenture,
the "Indenture").
WHEREAS, the Company executed and delivered the Base Indenture to the
Trustee to provide for the future issuance of the Company's unsecured junior
subordinated debentures (the "Debentures") to be issued from time to time in one
or more series as might be determined by the Company under the Indenture, in an
unlimited aggregate principal amount which may be authenticated and delivered as
provided in the Base Indenture;
WHEREAS, pursuant to the terms of the Base Indenture, the Company desires
to provide for the establishment of a series of its Debentures, to be known as
its ___% Junior Subordinated Debentures due ___________, 20__ (the "Junior
Subordinated Debentures"), the form and substance of such Junior Subordinated
Debentures and the terms, provisions and conditions thereof to be set forth as
provided in the Base Indenture and this ______ Supplemental Indenture;
WHEREAS, the Company desires that this series of Junior Subordinated
Debentures be originally issued on ___________, 20__ pursuant to the Indenture
and sold pursuant to the Underwriting Agreement (as defined below);
[WHEREAS, Dominion Resources Capital Trust ___, a Delaware statutory
business trust (the "Trust"), has offered to the purchasers (the "Underwriters")
named in Schedule I to the Underwriting Agreement, dated ___________, 20__ (the
"Underwriting Agreement"), among the Underwriters, the Trust and the Company
$_________ aggregate liquidation amount of its ___% Capital Securities (the
"Capital Securities"), representing undivided beneficial interests in the assets
of the Trust and proposes to invest the proceeds from the sale of the Capital
Securities, together with the proceeds of the sale by the Trust to the Company
of $________ aggregate liquidation amount of its Common Securities, in $________
aggregate principal amount of the Junior Subordinated Debentures;] and
WHEREAS, the Company has requested that the Trustee execute and deliver
this ______ Supplemental Indenture and all requirements necessary to make this
______ Supplemental Indenture a valid instrument in accordance with its terms,
and to make the Junior Subordinated Debentures, when executed by the Company and
authenticated and delivered by the Trustee, the valid obligations of the
Company, have been performed, and the execution and delivery of this ______
Supplemental Indenture has been duly authorized in all respects;
NOW, THEREFORE, in consideration of the purchase and acceptance of the
Junior Subordinated Debentures by the Trust, and for the purpose of setting
forth, as provided in the Base Indenture, the form and substance of the Junior
Subordinated Debentures and the terms,
provisions and conditions thereof, the Company covenants and agrees with the
Trustee as follows:
ARTICLE I
DEFINITIONS
1.1 Definition of Terms. For all purposes of this ______ Supplemental
Indenture, except as otherwise expressly provided or unless the context
otherwise requires:
(a) the terms not otherwise defined herein which are defined in the
Base Indenture have the same meanings when used in this ______ Supplemental
Indenture;
(b) the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular;
(c) all other terms used herein which are defined in the Trust
Indenture Act of 1939, as amended, whether directly or by reference therein,
have the meanings assigned to them therein;
(d) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles in the United States of America, and, except as otherwise herein
expressly provided, the term "generally accepted accounting principles" with
respect to any computation required or permitted hereunder shall mean such
accounting principles as are generally accepted in the United States of America
at the date of such computation; provided, that when two or more principles are
so generally accepted, it shall mean that set of principles consistent with
those in use by the Company;
(e) a reference to a Section or Article is to a Section or Article of
this ______ Supplemental Indenture unless otherwise stated;
(f) the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this ______ Supplemental Indenture as a whole and not to
any particular Article, Section or other subdivision;
(g) headings are for convenience of reference only and do not affect
interpretation;
the term "Capital Securities" as used herein means "Preferred Securities" as
such term is used in the Base Indenture and has the meaning specified in the
fourth recital to this ______ Supplemental Indenture; and
(h) the following terms have the meanings given to them in the Trust
Agreement: (i) Administrative Trustee, (ii) Business Day, (iii) Closing Date,
(iv) Delaware Trustee, (v) Distributions, (vi) Property Trustee, and (vii)
Common Security.
"Additional Interest" has the meaning specified in Section 2.5.
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[FIRST ALTERNATIVE - OPTIONAL REDEMPTION - Comparable Treasury Issue"
means, with respect to any redemption date, the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the time
period from the redemption date to ___________, 20__ 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 such
time period. If no United States Treasury security has a maturity which is
within a period from three months before to three months ___________, 20__, the
two most closely corresponding United States Treasury securities shall be used
as the Comparable Treasury Issue, and the Treasury Rate shall be interpolated or
extrapolated on a straight-line basis, rounding to the nearest month using such
securities.]
[FIRST ALTERNATIVE - OPTIONAL REDEMPTION - "Comparable Treasury Price"
means, with respect to any redemption date, (A) the average of up to five
Reference Treasury Dealer Quotations for such redemption date, after excluding
the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the
Trustee obtains fewer than five such Reference Treasury Dealer Quotations, the
average of all such Quotations.]
"Coupon Rate" has the meaning specified in Section 2.5(a).
"Debentures" has the meaning specified in the first recital to this
______ Supplemental Indenture.
"Definitive Debenture Certificates" means Debentures issued in
definitive, fully registered form.
"Extension Period" has the meaning specified in Section 4.1.
"Global Debenture" has the meaning specified in Section 2.4(a).
"Interest Payment Date" has the meaning specified in Section 2.5.
[OPTIONAL REDEMPTION - "Investment Company Event" means the receipt by
the Trust of an opinion of a nationally recognized independent counsel (an
"Investment Company Act Opinion"), to the effect that, as a result of the
occurrence of a change in law or regulation or a written change in
interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority (a "Change in 1940 Act Law"),
there is more than an insubstantial risk that the Trust is or will be considered
an "investment company" that is required to be registered under the 1940 Act,
which Change in 1940 Act Law becomes effective on or after the initial Closing
Date.]
"Junior Subordinated Debentures" has the meaning specified in the
second recital to this ______ Supplemental Indenture.
"Liquidation Amount" means the stated amount of $_____ per Capital
Security.
[FIRST ALTERNATIVE - OPTIONAL REDEMPTION "Optional Redemption Make-
Whole Amount" means an amount equal to the greater of (i) 100% of the principal
amount of the Junior Subordinated Debentures or (ii) as determined by a
Quotation Agent as of the
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redemption date, the sum of the present value of the scheduled payments of
principal and interest on the Junior Subordinated Debentures from the redemption
date to ___________, 20__ discounted to the redemption date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at a discount
rate equal to the Treasury Rate plus __ basis points.
"Quotation Agent" means ____________________ and its respective
successors as selected by the Company; provided, however, that if both of the
foregoing shall cease to be a primary United States Government securities dealer
in New York City (a "Primary Treasury Dealer"), the Company shall substitute
therefor another Primary Treasury Dealer.]
[OPTIONAL REDEMPTION - "Optional Redemption Price" has the meaning
specified in Section 3.2.]
"Record Date" has the meaning specified in Section 2.5(a).
[FIRST ALTERNATIVE - OPTIONAL REDEMPTION - "Reference Treasury Dealer"
means (i) __________________ and its respective successors; provided, however,
that if either of the foregoing shall cease to be a Primary Treasury Dealer, the
Company shall substitute therefor another Primary Treasury Dealer; and (ii) up
to three other Primary Treasury Dealers selected by the Trustee after
consultation with the Company.]
[FIRST ALTERNATIVE - OPTIONAL REDEMPTION - "Reference Treasury Dealer
Quotations" means, with respect to each Reference Treasury Dealer and any
redemption date, 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., New York City time, on the third Business Day
preceding such redemption date.]
[FIRST ALTERNATIVE - OPTIONAL REDEMPTION - "Special Event Redemption
Make-Whole Amount" means an amount equal to the greater of (i) 100% of the
principal amount of the Junior Subordinated Debentures or (ii) as determined by
a Quotation Agent as of the redemption date, the sum of the present value of
scheduled payments of principal and interest on the Junior Subordinated
Debentures from the redemption date to ___________, 20__, discounted to the
redemption date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at a discount rate equal to (a) the Treasury Rate plus __
basis points before ___________, 20__, and (b) the Treasury Rate plus __ basis
points if on or after such date.]
[OPTIONAL REDEMPTION - "Special Event Redemption Price" has the
meaning specified in Section 3.1.]
[OPTIONAL REDEMPTION - "Tax Event" means the receipt by the Trust of
an opinion of independent tax counsel experienced in such matters ("Tax Event
Opinion"), to the effect that, as a result of (a) any amendment to, change in or
announced prospective change in the laws (or any regulations thereunder) of the
United States or any political subdivision or taxing authority thereof or
therein, or (b) any official administrative written decision, pronouncement or
action, or judicial decision interpreting or applying such laws or regulations,
which amendment or change is effective or which proposed change, pronouncement,
decision or
4
action is announced on or after the Closing Date, there is more than an
insubstantial risk that (i) the Trust is, or will be within 90 days of the date
of such opinion, subject to the United States federal income tax with respect to
income received or accrued on the Junior Subordinated Debentures, (ii) interest
payable to the Trust by the Company on the Junior Subordinated Debentures is
not, or within 90 days of the date of such opinion will not be, deductible, in
whole or in part, by the Company for United States federal income tax purposes,
or (iii) the Trust is, or will be within 90 days of the date of such opinion,
subject to a material amount of other taxes, duties or other governmental
charges.]
[FIRST ALTERNATIVE - OPTIONAL REDEMPTION "Treasury Rate" means (i) 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 Federal Reserve and which establishes yields on actively traded United
States Treasury securities adjusted to constant maturity under the caption
"Treasury Constant Maturities," for the maturity corresponding to the time
period from the redemption date to ___________, 20__, (if no maturity is within
three months before or after such time period, yields for the two published
maturities most closely corresponding to such time period shall be determined
and the Treasury Rate shall be interpolated or extrapolated from such yields on
a straight-line basis, rounding to the nearest month) or (ii) 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. The Treasury Rate shall be calculated on the third
Business Day preceding the redemption date.]
["Trust" has the meaning specified in the fourth recital to this
______ Supplemental Indenture.]
["Trust Agreement" means the Amended and Restated Trust Agreement of
Dominion Resources Capital Trust ___ dated as of ___________, 20__ among the
Company, as Sponsor, The Chase Manhattan Bank, as Property Trustee, Chase
Manhattan Bank USA, National Association, as Delaware Trustee, the
Administrative Trustees named therein and the holders, from time to time, of
undivided beneficial interests in the assets of the Trust.]
["Trust Securities" means the Common Securities and the Capital
Securities.]
["Underwriters" has the meaning specified in the fourth recital to
this ______ Supplemental Indenture.]
["Underwriting Agreement" has the meaning specified in the fourth
recital to this ______ Supplemental Indenture.]
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ARTICLE II
GENERAL TERMS AND CONDITIONS OF THE JUNIOR SUBORDINATED DEBENTURES
2.1 Designation and Principal Amount. There is hereby authorized one
series of Debentures, to be designated the "___% Junior Subordinated Debentures
due ___________, 20__," in the initial aggregate principal amount of
$__________, which amount shall be as set forth in any written orders of the
Company for the authentication and delivery of Junior Subordinated Debentures
pursuant to Section 2.1 of the Base Indenture and Section 7.1 hereof. Additional
Junior Subordinated Debentures without limitation as to amount, and without the
consent of the holders of the then Outstanding Junior Subordinated Debentures,
may also be authenticated and delivered in the manner provided in Section 2.1 of
the Base Indenture. Any such additional Junior Subordinated Debentures will have
the same Stated Maturity and other terms as those initially issued.
2.2 Stated Maturity. The Stated Maturity of the Junior Subordinated
Debentures is ___________, 20__, which may not be shortened or extended.
2.3 Form and Payment; Minimum Transfer Restriction.
(a) The Junior Subordinated Debentures shall be issued to the
[holders] [Property Trustee] in fully registered definitive form without coupons
in minimum denominations of $____ and integral multiples of $____ in excess
thereof. Principal and interest on the Junior Subordinated Debentures issued in
definitive form will be payable, the transfer of such Junior Subordinated
Debentures will be registrable and such Junior Subordinated Debentures will be
exchangeable for Junior Subordinated Debentures bearing identical terms and
provisions at the principal office of the Trustee; provided, however, that
payment of interest may be made at the option of the Company by check mailed to
the registered holder at such address as shall appear in the Register.
[Notwithstanding the foregoing, so long as the registered holder of any Junior
Subordinated Debentures is the Property Trustee, the payment of the principal of
and interest (including Additional Interest and Additional Tax Sums, if any) on
such Junior Subordinated Debentures held by the Property Trustee will be made at
such place, or by wire transfer of immediately available funds to such account,
as may be designated by the Property Trustee.] The Register for the Junior
Subordinated Debentures shall be kept at the principal office of the Trustee and
the Trustee is hereby appointed registrar for the Junior Subordinated
Debentures.
(b) The Junior Subordinated Debentures may be transferred or exchanged
only in minimum denominations of $____ and integral multiples of $____ in excess
thereof, and any attempted transfer, sale or other disposition of Junior
Subordinated Debentures in a denomination of less than $____ shall be deemed to
be void and of no legal effect whatsoever. Any such transferee shall be deemed
not to be the holder of such Junior Subordinated Debentures for any purpose,
including but not limited to the receipt of payments in respect of such Junior
Subordinated Debentures and such transferee shall be deemed to have no interest
whatsoever in such Junior Subordinated Debentures.
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2.4 Exchange and Registration of Transfer of Junior Subordinated
Debentures; Restrictions on Transfers; Depositary. [If distributed to holders of
Capital Securities pursuant to Section 8.2 of the Trust Agreement, the Junior
Subordinated Debentures will be issued to such holders in the same form as the
Capital Securities that such Junior Subordinated Debentures replace in
accordance with the following procedures:]
(a) So long as Junior Subordinated Debentures are eligible for book-
entry settlement with the Depositary, or unless required by law, all Junior
Subordinated Debentures that are so eligible will be represented by one or more
Junior Subordinated Debentures in global form (a "Global Debenture") registered
in the name of the Depositary or the nominee of the Depositary. Except as
provided in Section 2.4(c) below, beneficial owners of a Global Debenture shall
not be entitled to have Definitive Debenture Certificates registered in their
names, will not receive or be entitled to receive physical delivery of
Definitive Debenture Certificates and will not be registered holders of such
Global Debentures.
(b) The transfer and exchange of beneficial interests in Global
Debentures shall be effected through the Depositary in accordance with the
Indenture and the procedures and standing instructions of the Depositary and the
Trustee shall make appropriate endorsements to reflect increases or decreases in
principal amounts of such Global Debentures.
(c) Notwithstanding any other provisions of the Indenture (other than
the provisions set forth in this Section 2.4(c)), a Global Debenture may not be
exchanged in whole or in part for Junior Subordinated Debentures registered, and
no transfer of a Global Debenture may be registered, in the name of any person
other than the Depositary or a nominee thereof unless (i) such Depositary (A)
has notified the Company that it is unwilling or unable to continue as
Depositary for such Global Debenture or (B) has ceased to be a clearing agency
registered as such under the Exchange Act and no successor Depositary has been
appointed by the Company within 90 days after its receipt of such notice or its
becoming aware of such ineligibility, (ii) there shall have occurred and be
continuing an Event of Default, or any event which after notice or lapse of time
or both would be an Event of Default under the Indenture, with respect to such
Debenture, or (iii) the Company, in its sole discretion, instructs the Trustee
to exchange such Global Debenture for a Junior Subordinated Debenture that is
not a Global Debenture (in which case such exchange shall be effected by the
Trustee).
The Depositary shall be a clearing agency registered under the
Exchange Act. The Company initially appoints The Depository Trust Company to
act as Depositary with respect to the Global Debentures. Initially, any Global
Debentures shall be registered in the name of Cede & Co., as the nominee of the
Depositary, and deposited with the Trustee as custodian for Cede & Co.
Definitive Junior Subordinated Debentures issued in exchange for all
or a part of a Global Debenture pursuant to this Section 2.4(c) shall be
registered in such names and in such authorized denominations as the Depositary,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee. Upon execution and authentication, the Trustee
shall deliver such definitive Junior Subordinated Debentures to the person in
whose names such definitive Junior Subordinated Debentures are so registered.
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So long as Junior Subordinated Debentures are represented by one or
more Global Debentures, (i) the registrar for the Junior Subordinated Debentures
and the Trustee shall be entitled to deal with the clearing agency for all
purposes of the Indenture relating to such Global Debentures as the sole holder
of the Junior Subordinated Debentures evidenced by such Global Debentures and
shall have no obligations to the holders of beneficial interests in such Global
Debentures; and (ii) the rights of the holders of beneficial interests in such
Global Debentures shall be exercised only through the clearing agency and shall
be limited to those established by law and agreements between such holders and
the clearing agency and/or the participants in the clearing agency.
At such time as all interests in a Global Debenture have been paid,
redeemed, exchanged, repurchased or canceled, such Global Debenture shall be,
upon receipt thereof, canceled by the Trustee in accordance with standing
procedures and instructions of the Depositary. At any time prior to such
cancellation, if any interest in a Global Debenture is exchanged for definitive
Junior Subordinated Debentures, redeemed by the Company pursuant to Article 3 or
canceled, or transferred for part of a Global Debenture, the principal amount of
such Global Debenture shall, in accordance with the standing procedures and
instructions of the Depositary be reduced or increased, as the case may be, and
an endorsement shall be made on such Global Debenture by, or at the direction
of, the Trustee to reflect such reduction or increase.
2.5 Interest.
(a) Each Junior Subordinated Debenture will bear interest at the rate
of ___% per annum (the "Coupon Rate") from ___________, 20__ until the principal
thereof becomes due and payable, and will bear interest on any overdue principal
at the Coupon Rate and (to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of interest at the
Coupon Rate ("Additional Interest"), compounded semi-annually, payable (subject
to the provisions of Article 4) semi-annually in arrears on the 15th day of
January and July of each year (each, an "Interest Payment Date"), commencing on
______ 15, 20__ to the Person in whose name such Junior Subordinated Debenture
is registered, subject to certain exceptions, at the close of business on the
Record Date next preceding such Interest Payment Date. The "Record Date" for
payment of interest will be the Business Day next preceding the Interest Payment
Date, unless such Junior Subordinated Debenture is registered to a holder other
than the Property Trustee or a nominee of the Depositary, in which case the
Record Date for payment of interest will be the fifteenth calendar day preceding
the applicable Interest Payment Date, whether or not a Business Day. [Until
liquidation, if any, of the Trust, each Junior Subordinated Debenture will be
held in the name of the Property Trustee in trust for the benefit of the holders
of the Trust Securities.]
(b) The amount of interest payable for any period will be computed on
the basis of a 360-day year of twelve 30-day months. In the event that any date
on which interest is payable on the Junior Subordinated Debentures 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 next
preceding day which is a Business Day, in each case with the same force and
effect as if made on the date such payment was originally payable.
8
(c) [The Company will also pay any Additional Tax Sums as additional
distributions on the Junior Subordinated Debentures if the Trust is required to
pay any additional taxes, duties or other governmental charges as a result of a
Tax Event.]
2.6 [Direct Action. In addition to any right of Direct Action granted
under Section 6.5 of the Trust Agreement to the holders of Capital Securities,
if the Property Trustee fails to enforce its rights under the Trust Agreement or
the Indenture to the fullest extent permitted by law and subject to the terms of
the Trust Agreement and the Indenture, then a holder of Capital Securities may
directly institute a proceeding against the Company to enforce the Property
Trustee's rights under the Trust Agreement or the Indenture without first
instituting a legal proceeding against the Property Trustee or any other
person.]
ARTICLE III
[OPTIONAL REDEMPTION - REDEMPTION OF THE JUNIOR SUBORDINATED DEBENTURES
3.1 Tax Event or Investment Company Event Redemption. If a Tax Event or
Investment Company Event (either a "Special Event") shall occur and be
continuing, the Company may redeem the Junior Subordinated Debentures at any
time within 90 days after the occurrence of that Special Event, in whole but not
in part, at a redemption price (the "Special Event Redemption Price") equal to
[FIRST ALTERNATIVE - the Special Event Make-Whole Amount] [SECOND ALTERNATIVE -
100% of the principal amount of the Junior Subordinated Debentures] plus accrued
and unpaid interest thereon to but excluding the redemption date. The Special
Event Redemption Price shall be paid prior to 2:00 p.m., New York City time, on
the date of such redemption, provided that the Company shall deposit with the
Trustee an amount sufficient to pay the Special Event Redemption Price by 11:00
a.m., New York City time, on the date such Special Event Redemption Price is to
be paid.
3.2 Optional Redemption by Company. [FIRST ALTERNATIVE - The Company
shall have the option to redeem the Junior Subordinated Debentures at any time,
in whole but not in part, at a redemption price (the "Optional Redemption
Price") equal to the Optional Redemption Make-Whole Amount plus accrued and
unpaid interest thereon to but excluding the redemption date.] [SECOND
ALTERNATIVE - The Company shall have the option to redeem the Junior
Subordinated Debentures at any time on or after _________, 20__, in whole or in
part, at a redemption price (the "Optional Redemption Price") equal to 100% of
the principal amount of the Junior Subordinated Debentures plus accrued and
unpaid interest thereon to but excluding the redemption date.] The Optional
Redemption Price shall be paid prior to 2:00 p.m., New York City time, on the
date of such redemption, provided that the Company shall deposit with the
Trustee an amount sufficient to pay the Optional Redemption Price by 11:00 a.m.,
New York City time, on the date such Optional Redemption Price is to be paid.
3.3 Notice of Redemption. Subject to Article Three of the Base Indenture,
notice of any redemption pursuant to this Article Three will be mailed at least
20 days but not more than 60 days before the redemption date to each holder of
Junior Subordinated Debentures to be redeemed at such holder's registered
address. Unless the Company defaults in payment of the applicable redemption
price, on and after the redemption date interest shall cease to accrue on
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such Junior Subordinated Debentures called for redemption. [FIRST ALTERNATIVE -
The Company will notify the Trustee of the amount of the redemption price
promptly after the calculation thereof and the Trustee will not be responsible
for such calculation.]]
ARTICLE IV
EXTENSION OF INTEREST PAYMENT PERIOD
4.1 Extension of Interest Payment Period. So long as no Event of Default
under Section 6.1 of the Base Indenture has occurred and is continuing, the
Company shall have the right, subject to the provisions of Section 2.10 of the
Base Indenture, at any time during the term of the Junior Subordinated
Debentures, from time to time to defer the payment of interest by extending the
interest payment period of such Junior Subordinated Debentures for a period not
exceeding 10 consecutive semi-annual periods (an "Extension Period"), during
which Extension Period the Company shall not have the right to make partial
payments of interest. No Extension Period shall end on a date other than an
Interest Payment Date or extend beyond the Stated Maturity of the Junior
Subordinated Debentures. To the extent permitted by applicable law, interest,
the payment of which has been deferred because of an Extension Period imposed
pursuant to this Section 4.1, will bear Additional Interest compounded semi-
annually. At the end of the Extension Period, the Company shall pay all interest
then accrued and unpaid on the Junior Subordinated Debentures, including any
Additional Interest and Additional Tax Sums, if applicable, to the holders of
the Junior Subordinated Debentures in whose names the Junior Subordinated
Debentures are registered in the Register on the first Record Date preceding the
end of the Extension Period. Before the termination of any Extension Period, the
Company may further extend such Extension Period, provided that such period
together with all such further extensions thereof shall not exceed 10
consecutive semi-annual periods, or extend beyond the Stated Maturity. At any
time following the termination of any Extension Period and upon the payment of
any accrued and unpaid Additional Interest and Additional Tax Sums, if
applicable, then due, the Company may elect to begin a new Extension Period,
subject to the foregoing requirements. No interest shall be due and payable
during an Extension Period, except at the end thereof.
During any such Extension Period, the Company shall not (i) declare or
pay any dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Company's Capital Stock or (ii)
make any payment of principal of or interest on or repay, repurchase or redeem
any debt securities of the Company that rank on a parity with or junior to this
Debenture or make any guarantee payments with respect to any [DRI Guarantee or
other] guarantee by the Company of the debt securities of any Subsidiary of the
Company that by its terms ranks on a parity with or junior to this Debenture
(other than (a) dividends or distributions in Common Stock, (b) any declaration
of a dividend in connection with the implementation of a Rights Plan, the
issuance of any Capital Stock or any class or series of preferred stock of the
Company under any Rights Plan or the redemption or repurchase of any rights
distributed pursuant to a Rights Plan, [(c) payments under any DRI Guarantee
relating to the Capital Securities issued by the DRI Trust holding the Junior
Subordinated Debentures,] and (d) purchases of Common Stock related to the
issuance of Common Stock or rights under any of the Company's benefit plans for
its directors, officers, employees, consultants or advisors).
10
4.2 Notice of Extension.
(a) [If the Property Trustee is the only registered holder of the
Junior Subordinated Debentures at the time the Company elects to begin or extend
an Extension Period, the Company shall give written notice to the Property
Trustee, the Administrative Trustees and the Trustee of its election to begin or
extend any Extension Period at least five Business Days prior to the earlier of
(i) the next succeeding date on which Distributions on the Capital Securities
issued by the Trust would have been payable but for the election to begin or
extend such Extension Period or (ii) subject to applicable principles of federal
securities law, the date the Administrative Trustees are required to give notice
to any securities exchange or other applicable self-regulatory organization or
to holders of such Capital Securities of the record date or the date such
Distributions are payable, but in any event not less than five Business Days
prior to such record date. An Administrative Trustee shall give notice of the
Company's election to begin or extend an Extension Period to the holders of such
Capital Securities.
(b) If the Property Trustee is not the only holder of the Junior
Subordinated Debentures at the time the Company elects to begin or extend an
Extension Period,] the Company shall give the holders of the Junior Subordinated
Debentures, the Administrative Trustees and the Trustee written notice of its
election to begin or extend such Extension Period at least 10 Business Days
prior to the earlier of (i) the next succeeding Interest Payment Date or (ii)
subject to applicable principles of federal securities law, the date the Company
is required to give notice of the record or payment date of such interest
payment to any applicable self-regulatory organization or to holders of the
Junior Subordinated Debentures.
(c) The semi-annual period in which any notice is given pursuant to
paragraphs (a) or (b) of this Section 4.2 shall be counted as one of the 10
consecutive semi-annual periods permitted in the maximum Extension Period
permitted under Section 4.1.
ARTICLE V
EXPENSES
5.1 Payment of Expenses. In connection with the offering, sale and
issuance of the Junior Subordinated Debentures [to the Property Trustee and in
connection with the offering, sale and issuance of the Trust Securities by the
Trust], the Company, in its capacity as borrower with respect to the Junior
Subordinated Debentures, shall:
(a) pay all costs and expenses relating to the offering, sale and
issuance of the Junior Subordinated Debentures and the Trust Securities,
including [commissions to the Underwriters payable pursuant to the Underwriting
Agreement and] compensation of the Trustee under the Indenture in accordance
with the provisions of Section 7.6 of the Base Indenture;
(b) [pay all costs and expenses of the Trust (including, but not
limited to, costs and expenses relating to the organization of the Trust, the
fees and expenses of the Property Trustee and the Delaware Trustee, the costs
and expenses relating to the operation of the Trust, including without
limitation, costs and expenses of accountants, attorneys, statistical or
bookkeeping services, expenses for printing and engraving and computing or
accounting equipment, paying agent(s), registrar(s), transfer agent(s),
duplicating, travel and telephone and
11
other telecommunications expenses and costs and expenses incurred in connection
with the acquisition, financing, and disposition of Trust assets);]
(c) [pay all costs and expenses related to the enforcement by the
Property Trustee of the rights of the registered holders of the Capital
Securities;
(d) be primarily liable for any indemnification obligations arising
with respect to the Trust Agreement and the Underwriting Agreement; and
(e) pay any and all taxes and all liabilities, costs and expenses with
respect to such taxes of the Trust (but not including withholding taxes imposed
on holders of Capital Securities or Common Securities of the Trust).]
5.2 Payment Upon Resignation or Removal. Upon termination of this ______
Supplemental Indenture or the Base Indenture or the removal or resignation of
the Trustee pursuant to Section 7.10 of the Base Indenture, the Company shall
pay to the Trustee all amounts owed to it under Section 7.6 of the Base
Indenture accrued to the date of such termination, removal or resignation. [Upon
termination of the Trust Agreement or the removal or resignation of the Delaware
Trustee or the Property Trustee, as the case may be, pursuant to Section 6.6 of
the Trust Agreement, the Company shall pay to the Delaware Trustee or the
Property Trustee, as the case may be, and their respective counsel, all amounts
owed to them under Section 4.2 of the Trust Agreement accrued to the date of
such termination, removal or resignation.]
ARTICLE VI
FORM OF JUNIOR SUBORDINATED DEBENTURE
6.1 Form of Junior Subordinated Debenture. The Junior Subordinated
Debentures and the Trustee's Certificate of Authentication to be endorsed
thereon are to be substantially in the form attached hereto as Exhibit A.
ARTICLE VII
ORIGINAL ISSUE OF JUNIOR SUBORDINATED DEBENTURES
7.1 Original Issue of Junior Subordinated Debentures. Junior Subordinated
Debentures in the initial aggregate principal amount of up to $__________ may be
executed by the Company and delivered to the Trustee for authentication by it,
and the Trustee shall thereupon authenticate and deliver said Junior
Subordinated Debentures to or upon the written order of the Company, signed by
its Chairman of the Board, any Vice Chairman of the Board, the Chief Executive
Officer, the President, or any Vice President (whether or not designated by a
number or word or words added before or after the title Vice President) and by
its Treasurer, an Assistant Treasurer, the Controller, its Corporate Secretary
or an Assistant Corporate Secretary, without any further corporate action by the
Company. Additional Junior Subordinated Debentures without limitation as to
amount, and without the consent of the holders the then Outstanding Junior
Subordinated Debentures, may also be authenticated and delivered in the manner
provided in Section 2.1 of the Base Indenture. Any such additional Junior
Subordinated Debentures will have the same Stated Maturity and other terms as
those initially issued.
12
ARTICLE VIII
MISCELLANEOUS
8.1 Ratification of Indenture; ______ Supplemental Indenture Controls.
The Indenture, as supplemented by this ______ Supplemental Indenture, is in all
respects ratified and confirmed, and this ______ Supplemental Indenture shall be
deemed part of the Indenture in the manner and to the extent herein and therein
provided. The provisions of this ______ Supplemental Indenture shall supersede
the provisions of the Indenture to the extent the Indenture is inconsistent
herewith.
8.2 Trustee Not Responsible for Recitals. The recitals herein contained
are made by the Company and not by the Trustee, and the Trustee assumes no
responsibility for the correctness thereof. The Trustee makes no representation
as to the validity or sufficiency of this ______ Supplemental Indenture.
8.3 Governing Law. This ______ Supplemental Indenture and each Junior
Subordinated Debenture shall be deemed to be a contract made under the internal
laws of the State of New York, and for all purposes shall be governed by and
construed in accordance with the laws of said State, without regard to the
conflicts of law principles thereof.
8.4 Separability. In case any one or more of the provisions contained in
this ______ Supplemental Indenture or in the Junior Subordinated Debentures
shall for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provisions of this ______ Supplemental Indenture or of the Junior
Subordinated Debentures, but this ______ Supplemental Indenture and the Junior
Subordinated Debentures shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or therein.
8.5 Counterparts. This ______ Supplemental Indenture may be executed in
any number of counterparts each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this ______ Supplemental
Indenture to be duly executed as of the date first above written.
DOMINION RESOURCES, INC.
By:___________________________________
Name:
Title:
THE CHASE MANHATTAN BANK,
as Trustee
13
By:___________________________________
Name:
Title:
14
EXHIBIT A
(FORM OF FACE OF JUNIOR SUBORDINATED DEBENTURE)
[THIS DEBENTURE IS A GLOBAL DEBENTURE 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 DEBENTURE IS EXCHANGEABLE FOR JUNIOR SUBORDINATED
DEBENTURES 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 DEBENTURE (OTHER THAN A TRANSFER OF THIS DEBENTURE 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 SUCH LIMITED CIRCUMSTANCES.]*
[UNLESS THIS DEBENTURE 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 DEBENTURE
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.]*
THE DEBENTURES EVIDENCED HEREBY WILL BE ISSUED, AND MAY BE TRANSFERRED,
ONLY IN BLOCKS HAVING A PRINCIPAL AMOUNT OF NOT LESS THAN $_____. ANY TRANSFER,
SALE OR OTHER DISPOSITION OF SUCH DEBENTURES IN A BLOCK HAVING A PRINCIPAL
AMOUNT OF LESS THAN $_____ SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT
WHATSOEVER. ANY SUCH TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH
DEBENTURES FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO THE RECEIPT OF PAYMENTS
IN RESPECT OF SUCH DEBENTURES, AND SUCH TRANSFEREE SHALL BE DEEMED TO HAVE NO
INTEREST WHATSOEVER IN SUCH DEBENTURES.
__________________
*Insert in Global Debentures.
============================
DOMINION RESOURCES, INC.
============================
[Up to]* $___________
___% JUNIOR SUBORDINATED
DEBENTURE DUE ___________, 20__
Dated:__________________
NUMBER ____ [CUSIP NO: ___________________]
Registered Holder:
DOMINION RESOURCES, INC., a corporation duly organized and existing under
the laws of the Commonwealth of Virginia (herein referred to as the "Company,"
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to the Registered
Holder named above, the principal sum [of __________________________
Dollars]**[specified in the Schedule annexed hereto]* on ___________, 20__
(the "Stated Maturity"), 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 debt. The Company further promises to pay to the registered Holder
hereof as hereinafter provided (a) interest on said principal sum (subject to
deferral as set forth herein) at the rate per annum specified in the title of
this debenture (the "Debenture"), in like coin or currency, semi-annually in
arrears on the 15th day of January and July (each an "Interest Payment Date")
commencing ______ 15, 20__, from the Interest Payment Date next preceding the
date hereof to which interest has been paid or duly provided for (unless (i) no
interest has yet been paid or duly provided for on this Debenture, in which case
from ___________, 20__, or (ii) the date hereof is before an Interest Payment
Date but after the related Record Date (as defined below), in which case from
such following Interest Payment Date; provided, however, that if the Company
shall default in payment of the interest due on such following Interest Payment
Date, then from the next preceding Interest Payment Date to which interest has
been paid or duly provided for), until the principal hereof is paid or duly
provided for, plus (b) Additional Interest, as defined in the Indenture, to the
extent permitted by applicable law, on any interest payment that is not made on
the applicable Interest Payment Date, which shall accrue at the rate per annum
specified in the title of this Debenture, compounded semi-annually.
_________________
* Insert in Global Debentures and Debentures issued to the Property Trustee.
** Insert in Debentures other than Global Debentures and Debentures issued
to the Property Trustee.
A-2
The interest so payable will, subject to certain exceptions provided in the
Indenture hereinafter referred to, be paid to the person in whose name this
Debenture is registered at the close of business on the Record Date next
preceding such Interest Payment Date. The Record Date shall be the Business Day
next preceding the Interest Payment Date, unless this Debenture is registered to
a holder other than [the Property Trustee or] a nominee of The Depository Trust
Company, in which case the Record Date will be the fifteenth calendar day
preceding such Interest Payment Date whether or not a Business Day. This
Debenture may be presented for payment of principal and interest at the
principal corporate trust office of The Chase Manhattan Bank, as paying agent
for the Company, maintained for that purpose in the Borough of Manhattan, The
City of New York; provided, however, that payment of interest may be made at the
option of the Company (i) by check mailed to such address of the person entitled
thereto as the address shall appear on the Register of the Debentures or (ii) by
transfer to an account maintained by the Person entitled thereto as specified in
the Register, provided that proper transfer instructions have been received by
the Record Date. Interest on the Debenture will be computed on the basis of a
360-day year of twelve 30-day months.
So long as no Event of Default has occurred and is continuing, the Company
shall have the right, at any time during the term of this Debenture, from time
to time to defer the payment of interest by extending the interest payment
period of this Debenture for a period not exceeding 10 consecutive semi-annual
periods (an "Extension Period"), during which Extension Period the Company shall
not have the right to make partial payments of interest. No Extension Period
shall end on a date other than an Interest Payment Date or extend beyond the
Stated Maturity of this Debenture. To the extent permitted by applicable law,
interest, the payment of which has been deferred because of an Extension Period,
will bear Additional Interest compounded semi-annually. At the end of the
Extension Period, the Company shall pay all interest then accrued and unpaid on
this Debenture, including any Additional Interest and Additional Tax Sums, if
applicable, to the Person in whose name this Debenture is registered in the
Register on the first Record Date preceding the end of the Extension Period.
Before the termination of any Extension Period, the Company may further extend
such Extension Period, provided that such period together with all such further
extensions thereof shall not exceed 10 consecutive semi-annual periods, or
extend beyond the Stated Maturity. At any time following the termination of any
Extension Period and upon the payment of any accrued and unpaid Additional
Interest and Additional Tax Sums, if applicable, then due, the Company may elect
to begin a new Extension Period, subject to the foregoing requirements. No
interest shall be due and payable during an Extension Period, except at the end
thereof.
During any such Extension Period, the Company shall not (i) declare or pay
any dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Company's Capital Stock or (ii)
make any payment of principal of or interest on or repay, repurchase or redeem
any debt securities of the Company that rank on a parity with or junior to this
Debenture or make any guarantee payments with respect to any [DRI Guarantee or
other] guarantee by the Company of the debt securities of any Subsidiary of the
Company that by its terms ranks on a parity with or junior to this Debenture
(other than (a) dividends or distributions in Common Stock, (b) any declaration
of a dividend in connection with the implementation of a Rights Plan, the
issuance of any Capital Stock or any class or series of preferred stock of the
Company under any Rights Plan or the redemption or repurchase of any rights
distributed pursuant to a Rights Plan, [(c) payments under the DRI Guarantee
relating to
A-3
the Capital Securities issued by the Trust,] and (d) purchases of Common Stock
related to the issuance of Common Stock or rights under any of the Company's
benefit plans for its directors, officers, employees, consultants or advisors).
[If the Property Trustee is the only registered holder of the Debentures of
this series at the time the Company elects to begin or extend an Extension
Period, the Company shall give written notice to the Property Trustee, the
Administrative Trustees and the Trustee of its election to begin or extend any
Extension Period at least five Business Days prior to the earlier of (i) the
next succeeding date on which Distributions on the Capital Securities issued by
the Trust would have been payable but for the election to begin or extend such
Extension Period or (ii) subject to applicable principles of federal securities
law, the date the Administrative Trustees are required to give notice to any
securities exchange or other applicable self-regulatory organization or to
holders of such Capital Securities of the record date or the date such
Distributions are payable, but in any event not less than five Business Days
prior to such record date.] [An Administrative Trustee shall give notice of the
Company's election to begin or extend an Extension Period to the holders of such
Capital Securities.]
[If the Property Trustee is not the only holder of the Debentures of this
series at the time the Company elects to begin or extend an Extension Period,]
the Company shall give the holders of the Debentures of this series, the
Administrative Trustees and the Trustee written notice of its election to begin
or extend such Extension Period at least 10 Business Days prior to the earlier
of (i) the next succeeding Interest Payment Date or (ii) subject to applicable
principles of federal securities law, the date the Company is required to give
notice of the record or payment date of such interest payment to any applicable
self-regulatory organization or to holders of the Debentures of this series.
The semi-annual period in which any notice is given pursuant to the two
preceding paragraphs shall be counted as one of the 10 consecutive semi-annual
periods permitted in the maximum Extension Period.
This Debenture is issued pursuant to an Indenture, dated as of December 1,
1997, between the Company, as issuer, and The Chase Manhattan Bank, a New York
banking corporation, as trustee, as supplemented by and amended and as further
supplemented by a ________ Supplemental Indenture dated as of ___________, 20__
(the "Indenture"). Reference is made to the Indenture for a description of the
respective rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the Holders (the word "Holder" or
"Holders" meaning the registered holder or registered holders) of the
Debentures. Capitalized terms used herein but not defined herein shall have the
respective meanings assigned thereto in the Indenture. By acceptance of this
Debenture, the Holder hereof agrees to be bound by the provisions of the
Indenture.
The Debentures of this series shall have an initial aggregate principal
amount of _________________________________ Dollars ($__________).
The Debentures evidenced by this Certificate may be transferred or
exchanged only in minimum denominations of $_____ and integral multiples of
$_____ in excess thereof, and any
A-4
attempted transfer, sale or other disposition of Debentures in a denomination of
less than $_____ shall be deemed to be void and of no legal effect whatsoever.
The indebtedness of the Company evidenced by this Debenture, including the
principal hereof and interest hereon, is, to the extent and in the manner set
forth in the Indenture, subordinate and junior in right of payment to the
Company's obligations to Holders of Senior Indebtedness of the Company and each
Holder of this Debenture, by acceptance hereof, agrees to and shall be bound by
such provisions of the Indenture and all other provisions of the Indenture.
This Debenture shall not 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 under the Indenture.
IN WITNESS WHEREOF, DOMINION RESOURCES, INC. has caused this instrument to
be signed, manually or in facsimile, by its Chairman of the Board, or its Chief
Executive Officer, or its President, or any Vice President and by its Treasurer
or an Assistant Treasurer or its Controller or its Corporate Secretary or an
Assistant Corporate Secretary under the corporate seal of Dominion Resources,
Inc.
DOMINION RESOURCES, INC.
[SEAL]
By: ______________________________________
Name:
Title:
By: ______________________________________
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities, of the series designated herein, referred to
in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK, as Trustee
By: ______________________________________
Authorized Officer
A-5
REVERSE OF DEBENTURE
[As provided in and subject to the provisions in the Indenture, the Company
shall have the option to redeem the Debentures of this series [FIRST ALTERNATIVE
- OPTIONAL REDEMPTION - at any time, in whole but not in part,] [SECOND
ALTERNATIVE - OPTIONAL REDEMPTION - at any time on or after _________, 20__, in
whole or in part,] at the Optional Redemption Price. In addition, if a Special
Event shall occur and be continuing, the Company may redeem the Debentures of
this series at any time within 90 days after the occurrence of that Special
Event, in whole but not in part, at the Special Event Redemption Price.]
In the case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Debentures of this
series may be declared, and upon such declaration shall become, due and payable,
in the manner, with the effect and subject to the conditions provided in the
Indenture.
Any consent or waiver by the Holder of this Debenture given as provided in
the Indenture (unless effectively revoked as provided in the Indenture) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Debenture and of any Debenture issued in exchange, registration of transfer, or
otherwise in lieu hereof irrespective of whether any notation of such consent or
waiver is made upon this Debenture or such other Debentures. No reference herein
to the Indenture and no provision of this Debenture or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this Debenture, at the
places, at the respective times, at the rate and in the coin or currency herein
prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Debenture may be registered on the Register of the
Debentures of this series upon surrender of this Debenture for registration of
transfer at the offices maintained by the Company or its agent for such purpose,
duly endorsed by the Holder hereof or his attorney duly authorized in writing,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Securities registrar duly executed by the Holder hereof or his
attorney duly authorized in writing, but without payment of any charge other
than a sum sufficient to reimburse the Company for any tax or other governmental
charge incident thereto. Upon any such registration of transfer, a new
Debenture or Debentures of authorized denomination or denominations for the same
aggregate principal amount will be issued to the transferee in exchange herefor.
Prior to due presentment for registration of transfer of this Debenture,
the Company, the Trustee, and any agent of the Company or the Trustee may deem
and treat the person in whose name this Debenture shall be registered upon the
Register of the Debentures of this series as the absolute owner of this
Debenture (whether or not this Debenture shall be overdue and notwithstanding
any notation of ownership or other writing hereon) for the purpose of receiving
payment of or on account of the principal hereof and, subject to the provisions
on the face hereof, interest due hereon and for all other purposes; and neither
the Company nor the Trustee nor any such agent shall be affected by any notice
to the contrary.
A-6
No recourse shall be had for the payment of the principal of or interest on
this Debenture, or for any claim based hereon or otherwise in respect hereof, or
based on or in respect of the Indenture or any indenture supplemental thereto,
against any stockholder, officer, director or employee, as such, past, present
or future, of the Company or of any successor corporation, either directly or
through the Company, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as a part of the consideration for
the issue hereof, expressly waived and released.
The Company and, by acceptance of this Debenture or a beneficial interest
in this Debenture, each holder hereof and any person acquiring a beneficial
interest herein, agree that for United States federal, state and local tax
purposes it is intended that this Debenture constitute indebtedness.
This Debenture shall be deemed to be a contract made under the laws of the
State of New York (without regard to conflicts of laws principles thereof) and
for all purposes shall be governed by, and construed in accordance with, the
laws of said State.
A-7
FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto
_______________________________________________________________________________.
(please insert Social Security or other identifying number of assignee)
_______________________________________________________________________________.
_______________________________________________________________________________.
_______________________________________________________________________________.
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
the within Debenture and all rights thereunder, hereby irrevocably constituting
and appointing
_______________________________________________________________________________.
_______________________________________________________________________________.
_______________________________________________________________________________.
_______________________________________________________________________________.
_______________________________________________________________________________.
_______________________________________________________________________________.
agent to transfer said Debenture on the books of the Company, with full power of
substitution in the premises.
Dated: ___________, 20__
____________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular without
alteration or enlargement, or any change whatever.
A-8
