Exhibit 4(c)
OHIO POWER COMPANY
AND
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
-----------------------
SECOND SUPPLEMENTAL INDENTURE
Dated as of __________, ____
TO
INDENTURE
Dated as of October 1, 1995
-----------------------
Junior Subordinated
Deferrable Interest Debentures,
Series B
SECOND SUPPLEMENTAL INDENTURE, dated as of the ____ day of
__________, ____ (the "Second Supplemental Indenture"), between
OHIO POWER COMPANY, a corporation duly organized and existing under
the laws of the State of Ohio (hereinafter sometimes referred to as
the "Company"), and THE FIRST NATIONAL BANK OF CHICAGO, a national
banking association organized and existing under the laws of the
United States, as trustee (hereinafter sometimes referred to as the
"Trustee") under the Indenture dated as of October 1, 1995 between
the Company and the Trustee, as supplemented by a First
Supplemental Indenture dated October 1, 1995 (the "Indenture"); all
terms used and not defined herein are used as defined in the
Indenture.
WHEREAS, the Company executed and delivered the Indenture to
the Trustee to provide for the future issuance of its junior
subordinated debentures (the "Debentures"), said Debentures to be
issued from time to time in series as might be determined by the
Company under the Indenture, in an unlimited aggregate principal
amount which may be authenticated and delivered thereunder as in
the Indenture provided; and
WHEREAS, pursuant to the terms of the Indenture, the Company
desires to provide for the establishment of a new series of its
Debentures to be known as its Junior Subordinated Deferrable
Interest Debentures, Series B, Due ____ (said series being
hereinafter referred to as the "Series B Debentures"), the form and
substance of such Series B Debentures and the terms, provisions and
conditions thereof to be set forth as provided in the Indenture and
this Second Supplemental Indenture; and
WHEREAS, the Company desires and has requested the Trustee to
join with it in the execution and delivery of this Second
Supplemental Indenture, and all requirements necessary to make this
Second Supplemental Indenture a valid instrument, in accordance
with its terms, and to make the Series B Debentures, when executed
by the Company and authenticated and delivered by the Trustee, the
valid obligations of the Company, have been performed and
fulfilled, and the execution and delivery hereof have been in all
respects duly authorized;
NOW THEREFORE, in consideration of the purchase and acceptance
of the Series B Debentures by the holders thereof, and for the
purpose of setting forth, as provided in the Indenture, the form
and substance of the Series B Debentures and the terms, provisions
and conditions thereof, the Company covenants and agrees with the
Trustee as follows:
ARTICLE ONE
General Terms and Conditions of
the Series B Debentures
SECTION 1.01. There shall be and is hereby authorized a
series of Debentures designated the " Junior Subordinated
Deferrable Interest Debentures, Series B, Due ____", limited in
aggregate principal amount to $___________, which amount shall be
as set forth in any written order of the Company for the
authentication and delivery of Series B Debentures pursuant to
Section 2.01 of the Indenture. The Series B Debentures shall
mature and the principal shall be due and payable together with all
accrued and unpaid interest thereon on ___________, ____, and shall
be issued in the form of registered Series B Debentures without
coupons.
SECTION 1.02. Except as provided in Section 2.11(c) of the
Indenture, the Series B Debentures shall be issued initially in the
form of a Global Debenture in an aggregate principal amount equal
to all outstanding Series B Debentures, to be registered in the
name of the Depository, or its nominee, and delivered by the
Trustee to the Depository for crediting to the accounts of its
participants pursuant to the instructions of the Company. The
Company shall execute a Global Debenture in such aggregate
principal amount and deliver the same to the Trustee for
authentication and delivery as hereinabove and in the Indenture
provided. Payments on the Series B Debentures issued as a Global
Debenture will be made to the Depository. The Depository for the
Series B Debentures shall be The Depository Trust Company, New
York, New York.
SECTION 1.03. If, pursuant to the provisions of Section
2.11(c) of the Indenture, the Series B Debentures are issued in
certificated form, principal, premium, if any, and interest on the
Series B Debentures will be payable, the transfer of such Series B
Debentures will be registrable and such Series B Debentures will be
exchangeable for Series B Debentures bearing identical terms and
provisions at the office or agency of the Company only upon
surrender of such certificated Series B Debenture and such other
documents as required by the Indenture; 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 Debenture Register.
SECTION 1.04. Each Series B Debenture shall bear interest at
the rate of ______% per annum from the original date of issuance
until the principal thereof becomes due and payable, and on any
overdue principal and (to the extent that payment of such interest
is enforceable under applicable law) on any overdue installment of
interest at the same rate per annum, payable (subject to the
provisions of Article Three hereof) quarterly in arrears on each
March 31, June 30, September 30 and December 31 (each, an "Interest
Payment Date"), commencing on ___________, ____. Interest (other
than interest payable on redemption or maturity) shall be payable
to the person in whose name such Series B Debenture or any
predecessor Series B Debenture is registered at the close of
business on the regular record date for such interest installment.
The regular record date for such interest installment shall be the
close of business on the business day next preceding that Interest
Payment Date; except that if, pursuant to the provisions of Section
2.11(c) of the Indenture, the Series B Debentures are no longer
represented by a Global Debenture, the regular record date for such
interest installment shall be the close of business on the March
15, June 15, September 15 or December 15 (whether or not a business
day) next preceding the Interest Payment Date. Interest payable on
redemption or maturity shall be payable to the person to whom the
principal is paid. 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 the Series B Debenture (or one or more
Predecessor Debentures) is registered at the close of business on
a special record date to be fixed by the Trustee for the payment of
such defaulted interest, notice whereof shall be given to the
registered holders of the Series B Debentures 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 Series B Debentures may be
listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture.
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 Series B
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
immediately preceding business day, in each case with the same
force and effect as if made on such date.
ARTICLE TWO
Redemption of the Series B Debentures
SECTION 2.01. Subject to the terms of Article Three of the
Indenture, the Company shall have the right to redeem the Series B
Debentures, in whole or in part, from time to time, at the time and
redemption price set forth in the form of Debenture contained in
Exhibit A hereto. Any redemption pursuant to this Section will be
made upon not less than 30 nor more than 60 days' notice. If the
Series B Debentures are only partially redeemed pursuant to this
Section, the Debentures will be redeemed pro rata or by lot or by
any other method utilized by the Trustee; provided, that if at the
time of redemption, the Series B Debentures are registered as a
Global Debenture, the Depository shall determine by lot the
principal amount of such Series B Debentures held by each Series B
Debentureholder to be redeemed.
ARTICLE THREE
Extension of Interest Payment Period
SECTION 3.01. The Company shall have the right, at any time
during the term of the Series B Debentures, from time to time to
extend the interest payment period of such Series B Debentures for
up to _________________________ (the "Extended Interest Payment
Period"), at the end of which period the Company shall pay all
interest accrued and unpaid thereon (together with interest thereon
compounded quarterly at the rate specified for the Series B
Debentures to the extent permitted by applicable law); provided
that, during such Extended Interest Payment Period, the Company
shall not declare or pay any dividend on, or purchase, acquire or
make a liquidation payment with respect to, any of its capital
stock or make any guarantee payments with respect to the foregoing.
Prior to the termination of any such Extended Interest Payment
Period, the Company may further extend such period, provided that
such period together with all such previous and further extensions
thereof shall not exceed _________________________ or extend beyond
the maturity of the Series B Debentures. Upon the termination of
any Extended Interest Payment Period and upon the payment of all
accrued and unpaid interest then due, the Company may select a new
Extended Interest Payment Period, subject to the foregoing
requirements. No interest shall be due and payable during an
Extended Interest Payment Period, except at the end thereof.
SECTION 3.02. (a) The Company shall give the holders of the
Series B Debentures and the Trustee written notice of its selection
of such Extended Interest Payment Period at least 10 business days
prior to the earlier of (i) the next succeeding Interest Payment
Date or (ii) the date the Company is required to give notice to
holders of the Series B Debentures (or, if applicable, to the New
York Stock Exchange or other applicable self-regulatory
organization), of the record or payment date of such interest
payment, but in any event not less than two business days prior to
such record date.
(b) The quarter in which any notice is given pursuant to
paragraph (a) of this Section shall constitute one of the 20
quarters which comprise the maximum Extended Interest Payment
Period.
ARTICLE FOUR
Form of Series B Debenture
SECTION 4.01. The Series B Debentures and the Trustee's
Certificate of Authentication to be endorsed thereon are to be
substantially in the form of Exhibit A hereto.
ARTICLE FIVE
Original Issue of Series B Debentures
SECTION 5.01. Series B Debentures in the aggregate principal
amount of $____________ may, upon execution of this Second
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 Debentures to or upon the written order of the
Company, signed by its Chairman of the Board, its President, or any
Vice President and its Treasurer or an Assistant Treasurer, without
any further action by the Company.
ARTICLE SIX
Covenant of the Company
SECTION 6.01. The Company will not declare or pay any
dividend on, or purchase, acquire or make a distribution or
liquidation payment with respect to, any of its capital stock, or
make any guarantee payments with respect thereto, if at such time
(i) there shall have occurred and be continuing any Event of
Default under the Indenture or (ii) the Company shall have given
notice of its selection of an Extended Interest Payment Period and
such period, or any extension thereof, shall be continuing.
ARTICLE SEVEN
Miscellaneous Provisions
SECTION 7.01. Except as otherwise expressly provided in this
Second Supplemental Indenture or in the form of Series B Debenture
or otherwise clearly required by the context hereof or thereof, all
terms used herein or in said form of Series B Debenture that are
defined in the Indenture shall have the several meanings
respectively assigned to them thereby.
SECTION 7.02. The Indenture, as supplemented by this Second
Supplemental Indenture, is in all respects ratified and confirmed,
and this Second Supplemental Indenture shall be deemed part of the
Indenture in the manner and to the extent herein and therein
provided.
SECTION 7.03. 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 Second
Supplemental Indenture.
SECTION 7.04. This Second 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 Second
Supplemental Indenture to be duly executed, and their respective
corporate seals to be hereunto affixed and attested, on the date or
dates indicated in the acknowledgments and as of the day and year
first above written.
OHIO POWER COMPANY
By________________________
Treasurer
Attest:
By________________________
Assistant Secretary
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee
By________________________
Vice President
Attest:
By_______________________
Authorized Officer
State of Ohio }
County of Franklin, } ss:
On this ______ day of February, 1997, personally appeared
before me, a Notary Public within and for said County in the State
aforesaid, X. X. Xxxx and X. X. Xxxxx, Xx., to me known and known
to me to be respectively Treasurer and Assistant Secretary of OHIO
POWER COMPANY, one of the corporations named in and which executed
the foregoing instrument, who severally acknowledged that they did
sign and seal said instrument as such Treasurer and Assistant
Secretary for and on behalf of said corporation and that the same
is their free act and deed as such Treasurer and Assistant
Secretary, respectively, and the free and corporate act and deed of
said corporation.
In Witness Whereof, I have hereunto set my hand and notarial
seal this ______ day of February, 1997.
[Notarial Seal]
_________________________
XXXX X. XXXXXXX
Notary Public, State of Ohio
My Commission Expires 7-12-99
State of }
County of } ss:
Be it remembered, that on this ______ day of February, 1997,
personally appeared before me the undersigned, a Notary Public
within and for said County and State, THE FIRST NATIONAL BANK OF
CHICAGO, one of the corporations named in and which executed the
foregoing instrument, by _______________, one of its Vice
Presidents, and by _______________, one of its Authorized Officers,
to me known and known by me to be such Vice President and
Authorized Officer, respectively, who severally duly acknowledged
the signing and sealing of the foregoing instrument to be their
free act and voluntary deed, and the free act and voluntary deed of
each of them as such Vice President and Authorized Officer,
respectively, and the free act and voluntary deed of said
corporation, for the uses and purposes therein expressed and
mentioned.
In Witness Whereof, I have hereunto set my hand and notarial
seal this ______ day of February, 1997.
[Notarial Seal]
_____________________
Name:
Notary Public, State of ____________
My Commission Expires_______________
Exhibit A
(FORM OF FACE OF DEBENTURE)
[IF THE SERIES B DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT
- This Debenture is a Global Debenture within the meaning of the
Indenture hereinafter referred to and is registered in the name of
a Depository or a nominee of a Depository. This Debenture is
exchangeable for Debentures registered in the name of a person
other than the Depository 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 Depository to a nominee of the Depository or by a nominee of
the Depository to the Depository or another nominee of the
Depository) may be registered except in limited circumstances.
Unless this Debenture is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), 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 in such other name as is
requested by an authorized representative of DTC and any payment
hereon 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.]
No. ____________ $___________
CUSIP No. ____________
OHIO POWER COMPANY
JUNIOR SUBORDINATED
DEFERRABLE INTEREST DEBENTURE,
SERIES B, DUE ____
OHIO POWER COMPANY, a corporation duly organized and existing
under the laws of the State of Ohio (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 ______________ or registered assigns, the
principal sum of ______________ Dollars on ____________, and to pay
interest on said principal sum from _____, 1997 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,
quarterly (subject to deferral as set forth herein) in arrears on
each March 31, June 30, September 30 and December 31 commencing
________, ____ at the rate of ______% 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 enforceable under
applicable law) on any overdue installment of interest at the same
rate per annum during such overdue period. Interest shall 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 this
Debenture 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 (other than interest payable on redemption or
maturity) will, as provided in the Indenture, be paid to the person
in whose name this Debenture (or one or more Predecessor
Debentures, 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 business
day next preceding such Interest Payment Date.] [IF PURSUANT TO
THE PROVISIONS OF SECTION 2.11(C) OF THE INDENTURE THE SERIES B
DEBENTURES ARE NO LONGER REPRESENTED BY A GLOBAL DEBENTURE -- which
shall be the close of business on the March 15, June 15, September
15 or December 15 (whether or not a business day) next preceding
such Interest Payment Date.] Interest payable on redemption or
maturity shall be payable to the person to whom the principal is
paid. 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 Debenture (or one or more Predecessor
Debentures) is registered at the close of business on a special
record date to be fixed by the Trustee for the payment of such
defaulted interest, notice whereof shall be given to the registered
holders of this series of Debentures 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 Debentures 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 Debenture shall be payable at the office
or agency of the Company 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 Company by check mailed to the registered holder at
such address as shall appear in the Debenture Register.
Payment of the principal of, premium, if any, and interest on
this Debenture is, to the extent provided in the Indenture,
subordinated and subject in right of payment to the prior payment
in full of all Senior Indebtedness, as defined in the Indenture,
and this Debenture is issued subject to the provisions of the
Indenture with respect thereto. Each Holder of this Debenture, by
accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his or her
behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination so provided and (c)
appoints the Trustee his or her attorney-in-fact for any and all
such purposes. Each Holder hereof, by his or her acceptance
hereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by
each holder of Senior Indebtedness, whether now outstanding or
hereafter incurred, and waives reliance by each such holder upon
said provisions.
This Debenture 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.
Unless the Certificate of Authentication hereon has been
executed by the Trustee or a duly appointed Authentication Agent
referred to on the reverse side hereof, this Debenture shall not be
entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
The provisions of this Debenture 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.
IN WITNESS WHEREOF, the Company has caused this Instrument to
be executed.
Dated ____________________
OHIO POWER COMPANY
By_______________________
Attest:
By____________________
(FORM OF CERTIFICATE OF AUTHENTICATION)
CERTIFICATE OF AUTHENTICATION
This is one of the Debentures of the series of Debentures
described in the within-mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee or as Authentication Agent
By__________________________
Authorized Signatory
(FORM OF REVERSE OF DEBENTURE)
This Debenture is one of a duly authorized series of
Debentures of the Company (herein sometimes referred to as the
"Debentures"), specified in the Indenture, all issued or to be
issued in one or more series under and pursuant to an Indenture
dated as of October 1, 1995 duly executed and delivered between the
Company and The First National Bank of Chicago, a national banking
association organized and existing under the laws of the United
States, as Trustee (herein referred to as the "Trustee"), as
supplemented by the First Supplemental Indenture dated as of
October 1, 1995 and the Second Supplemental Indenture dated as of
__________, ____ between the Company and the Trustee (said
Indenture as so supplemented being hereinafter 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 Company and the holders of the
Debentures. By the terms of the Indenture, the Debentures 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 Debentures is limited in aggregate
principal amount as specified in said Second Supplemental
Indenture.
[Subject to the terms of Article Three of the Indenture, the
Company shall have the right to redeem this Debenture at the option
of the Company, without premium or penalty, in whole or in part at
any time on or after _____________ (an "Optional Redemption"), at
a redemption price equal to 100% of the principal amount plus any
accrued but unpaid interest to the date of such redemption (the
"Optional Redemption Price"). Any redemption pursuant to this
paragraph will be made upon not less than 30 nor more than 60 days'
notice, at the Optional Redemption Price. If the Debentures are
only partially redeemed by the Company pursuant to an Optional
Redemption, the Debentures will be redeemed pro rata or by lot or
by any other method utilized by the Trustee; provided that if at
the time of redemption, the Debentures are registered as a Global
Debenture, the Depository shall determine by lot the principal
amount of such Debentures held by each Debentureholder to be
redeemed.
In the event of redemption of this Debenture in part only, a
new Debenture or Debentures of this series for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof.]
In case an Event of Default, as defined in the Indenture,
shall have occurred and be continuing, the principal of all of the
Debentures 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.
The Indenture contains provisions for defeasance at any time
of the entire indebtedness of this Debenture upon compliance by the
Company with certain conditions set forth therein.
The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the Holders of not less than a
majority in aggregate principal amount of the Debentures of each
series affected at the time outstanding, as defined in the
Indenture, to execute supplemental indentures for the purpose of
adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Holders
of the Debentures; provided, however, that no such supplemental
indenture shall (i) extend the fixed maturity of any Debentures of
any series, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest thereon, or reduce
any premium payable upon the redemption thereof, without the
consent of the holder of each Debenture so affected or (ii) reduce
the aforesaid percentage of Debentures, the holders of which are
required to consent to any such supplemental indenture, without the
consent of the holders of each Debenture then outstanding and
affected thereby. The Indenture also contains provisions
permitting the Holders of a majority in aggregate principal amount
of the Debentures of all series at the time outstanding affected
thereby, on behalf of the Holders of the Debentures of such series,
to waive any past default in the performance of any of the
covenants contained in the Indenture, or established pursuant to
the Indenture with respect to such series, and its consequences,
except a default in the payment of the principal of or premium, if
any, or interest on any of the Debentures of such series. Any such
consent or waiver by the registered Holder of this Debenture
(unless revoked as provided in the Indenture) shall be conclusive
and binding upon such Holder and upon all future Holders and owners
of this Debenture and of any Debenture issued in exchange herefor
or in place hereof (whether by registration of transfer or
otherwise), irrespective of whether or not any notation of such
consent or waiver is made upon this Debenture.
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 premium, if any, and interest on this Debenture at
the time and place and at the rate and in the money herein
prescribed.
[The Company shall have the right at any time during the term
of the Debentures, from time to time to extend the interest payment
period of such Debentures for up to _________________________ (the
"Extended Interest Payment Period"), at the end of which period the
Company shall pay all interest then accrued and unpaid (together
with interest thereon compounded quarterly at the rate specified
for the Debentures to the extent that payment of such interest is
enforceable under applicable law); provided that, during such
Extended Interest Payment Period the Company shall not declare or
pay any dividend on, or purchase, acquire or make a liquidation
payment with respect to, any of its capital stock, or make any
guarantee payments with respect thereto. Prior to the termination
of any such Extended Interest Payment Period, the Company may
further extend such Extended Interest Payment Period, provided that
such Period together with all such previous and further extensions
thereof shall not exceed _________________________ or extend beyond
the maturity of the Debentures. At the termination of any such
Extended Interest Payment Period and upon the payment of all
accrued and unpaid interest and any additional amounts then due,
the Company may select a new Extended Interest Payment Period.]
As provided in the Indenture and subject to certain
limitations therein set forth, this Debenture is transferable by
the registered holder hereof on the Debenture Register of the
Company, upon surrender of this Debenture for registration of
transfer at the office or agency of the Company accompanied by a
written instrument or instruments of transfer in form satisfactory
to the Company or the Trustee duly executed by the registered
Holder hereof or his or her attorney duly authorized in writing,
and thereupon one or more new Debentures of authorized
denominations and for the same aggregate principal amount and
series will be issued to the designated transferee or transferees.
No service charge will be made for any such transfer, but the
Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in relation thereto.
Prior to due presentment for registration of transfer of this
Debenture, the Company, the Trustee, any paying agent and any
Debenture Registrar may deem and treat the registered Holder hereof
as the absolute owner hereof (whether or not this Debenture shall
be overdue and notwithstanding any notice of ownership or writing
hereon made by anyone other than the Debenture Registrar) for the
purpose of receiving payment of or on account of the principal
hereof and premium, if any, and interest due hereon and for all
other purposes, and neither the Company nor the Trustee nor any
paying agent nor any Debenture Registrar shall be affected by any
notice to the contrary.
No recourse shall be had for the payment of the principal of
or the interest on this Debenture, 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 Company 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 being, by
the acceptance hereof and as part of the consideration for the
issuance hereof, expressly waived and released.
[The Debentures of this series are issuable only in registered
form without coupons in denominations of [$25] [$1000] and any
integral multiple thereof.] [This Global Debenture is exchangeable
for Debentures in definitive form only under certain limited
circumstances set forth in the Indenture. Debentures of this
series so issued are issuable only in registered form without
coupons in denominations of [$25] [$1000] and any integral multiple
thereof.] As provided in the Indenture and subject to certain
limitations [herein and] therein set forth, Debentures of this
series [so issued] are exchangeable for a like aggregate principal
amount of Debentures of this series of a different authorized
denomination, as requested by the Holder surrendering the same.
All terms used in this Debenture which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
_______________________________________
________________________________________________________________
________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
________________________________________________________________
ASSIGNEE) the within Debenture and all rights thereunder, hereby
________________________________________________________________
irrevocably constituting and appointing such person attorney to
________________________________________________________________
transfer such Debenture on the books of the Issuer, with full
________________________________________________________________
power of substitution in the premises.
Dated: ______________________ ____________________________
NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the within Debenture in
every particular, without alteration or enlargement or
any change whatever and NOTICE: Signature(s) must be
guaranteed by a financial institution that is a member of
the Securities Transfer Agents Medallion Program
("STAMP"), the Stock Exchange Medallion Program ("SEMP")
or the New York Stock Exchange, Inc. Medallion Signature
Program ("MSP").
