SECOND SUPPLEMENTAL INDENTURE BETWEEN DOMINION RESOURCES, INC. AND JPMORGAN CHASE BANK, N.A. DATED AS OF SEPTEMBER 1, 2006 2006 SERIES B ENHANCED JUNIOR SUBORDINATED NOTES DUE SEPTEMBER 30, 2066
Exhibit
4.2
BETWEEN
DOMINION
RESOURCES, INC.
AND
JPMORGAN
CHASE BANK, N.A.
DATED
AS OF SEPTEMBER 1, 2006
2006
SERIES B ENHANCED JUNIOR SUBORDINATED NOTES
DUE
SEPTEMBER 30, 2066
TABLE
OF CONTENTS
|
ARTICLE
I DEFINITIONS
|
2
|
|
|
1.1
|
Definition
of Terms.
|
2
|
|
ARTICLE
II GENERAL TERMS AND CONDITIONS OF THE JUNIOR SUBORDINATED
NOTES
|
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 Notes; Restrictions
on
Transfers; Depositary.
|
7
|
|
2.5
|
Interest.
|
8
|
|
2.6
|
Events
of Default.
|
9
|
|
ARTICLE
III REDEMPTION OF THE JUNIOR SUBORDINATED NOTES
|
10
|
|
|
3.1
|
Tax
Event Redemption.
|
10
|
|
3.2
|
Optional
Redemption by Company.
|
10
|
|
3.3
|
Notice
of Redemption.
|
10
|
|
ARTICLE
IV OPTION TO DEFER INTEREST PAYMENTS
|
10
|
|
|
4.1
|
Option
to Defer Interest Payments.
|
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 NOTE
|
12
|
|
|
6.1
|
Form
of Junior Subordinated Note.
|
12
|
|
ARTICLE
VII ORIGINAL ISSUE OF JUNIOR SUBORDINATED NOTES
|
12
|
|
|
7.1
|
Original
Issue of Junior Subordinated Notes.
|
12
|
|
ARTICLE
VIII MISCELLANEOUS
|
12
|
|
|
8.1
|
Ratification
of Indenture; Second Supplemental Indenture
Controls.
|
12
|
|
8.2
|
Trustee
Not Responsible for Recitals.
|
13
|
|
8.3
|
Governing
Law.
|
13
|
|
8.4
|
Separability.
|
13
|
|
8.5
|
Counterparts.
|
13
|
|
EXHIBIT
A
|
1
|
|
ii
THIS
SECOND SUPPLEMENTAL INDENTURE,
dated as
of September 1, 2006 (the "Second Supplemental Indenture"), is between
DOMINION RESOURCES, INC., a Virginia corporation (the "Company"), and JPMORGAN
CHASE BANK, N.A., as trustee (the "Trustee") under the Junior Subordinated
Indenture II, dated as of June 1, 2006, between the Company and the Trustee
(the "Base Indenture" and, together with the First Supplemental Indenture dated
as of June 1, 2006 and this Second 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 notes (the
"Notes") 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 Notes, to be known as its 2006 Series B
Enhanced Junior Subordinated Notes due September 30, 2066 (the "Junior
Subordinated Notes"), the form and substance of such Junior Subordinated Notes
and the terms, provisions and conditions thereof to be set forth as provided
in
the Base Indenture and this Second Supplemental Indenture;
WHEREAS,
the
Company desires that this series of Junior Subordinated Notes be originally
issued on September 29, 2006 pursuant to the Indenture and sold pursuant to
the Underwriting Agreement (as defined below);
WHEREAS,
the
Company has offered to the purchasers (the "Underwriters") named in Schedule
I
to the Underwriting Agreement, dated September 26, 2006 (the "Underwriting
Agreement"), between the Underwriters and the Company $500,000,000 aggregate
principal amount of its Junior Subordinated Notes; and
WHEREAS,
the
Company has requested that the Trustee execute and deliver 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 Junior Subordinated Notes, 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 Second
Supplemental Indenture has been duly authorized in all respects;
NOW,
THEREFORE, in
consideration of the purchase and acceptance of the Junior Subordinated Notes
by
the holders, and for the purpose of setting forth, as provided in the Base
Indenture, the form and substance of the Junior Subordinated Notes 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 Second 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 Second 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 Second
Supplemental Indenture unless otherwise stated;
(f)
the
words "herein," "hereof" and "hereunder" and other words of similar import
refer
to this Second 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;
"Additional
Interest" has the meaning specified in Section 2.5.
"Calculation
Agent" means JPMorgan Chase Bank, N.A., or its successor appointed by the
Company, acting as calculation agent.
"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 September 30,
2011 that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
with a term to maturity comparable 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 after September 30, 2011, 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.
2
"Comparable
Treasury Price" means, with respect to any redemption date, (A) the
average, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, of up to five Reference Treasury Dealer Quotations for such
redemption date, or (B) if the Quotation Agent 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).
"Definitive
Note Certificates" means Notes issued in definitive, fully registered form.
"Fixed
Coupon Rate" has the meaning specified in Section 2.5(a).
"Floating
Coupon Rate" has the meaning specified in Section 2.5(a).
"Fixed
Rate Period" has the meaning specified in Section 2.5(a).
"Floating
Rate Period" has the meaning specified in Section 2.5(a).
"Global
Note" has the meaning specified in Section 2.4(a).
"Interest
Payment Date" has the meaning specified in Section 2.5.
"Junior
Subordinated Notes" has the meaning specified in the second recital to this
Second Supplemental Indenture.
"LIBOR
Business Day" means any Business Day on which dealings in deposits in U.S.
Dollars are transacted in the London Inter-Bank Market.
"LIBOR
Interest Determination Date" means the second LIBOR Business Day preceding
each
LIBOR Rate Reset Date.
"LIBOR
Rate Reset Date" means, subject to Section 2.5(b), the 30th
day of
the months of March, June, September and December of each year commencing on
September 30, 2011.
"Make-Whole
Amount" means an amount equal to the greater of (i) 100% of the principal
amount of the Junior Subordinated Notes or (ii) as determined by a
Quotation Agent as of the redemption date, the sum of the present value of
each
scheduled payment of interest on the Junior Subordinated Notes from the
redemption date to September 30, 2011 and the present value of the
principal amount of the Junior Subordinated Notes assuming, solely for purposes
of this calculation, a scheduled payment of such principal on September 30,
2011, 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 25 basis points.
3
"Notes"
has the meaning specified in the first recital to this Second Supplemental
Indenture.
"Optional
Deferral Period" has the meaning specified in Section 4.1.
"Optional
Redemption Price" has the meaning specified in Section 3.2.
"Primary
Treasury Dealer" has the meaning specified in the definition of Quotation Agent
below.
"Quotation
Agent" means one of Xxxxxx Brothers Inc., Xxxxxx Xxxxxxx & Co.
Incorporated, Xxxxxxx, Sachs & Co., Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, one other primary United States Government
securities dealer in New York City (a "Primary Treasury Dealer") selected by
Wachovia Capital Markets, LLC and their respective successors as selected by
the
Company; provided, however, that if all of these firms cease to be a Primary
Treasury Dealer, the Company shall substitute another Primary Treasury Dealer
as
Quotation Agent.
"Record
Date" has the meaning specified in Section 2.5(a).
"Reference
Treasury Dealer" means (i) Xxxxxx Brothers Inc., Xxxxxx Xxxxxxx &
Co. Incorporated, Xxxxxxx, Sachs & Co., Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, one other Primary Treasury Dealer selected
by Wachovia Capital Markets, LLC and their respective successors; provided,
however, that if any of these firms shall cease to be a Primary Treasury Dealer,
the Company shall substitute another Primary Treasury Dealer for that firm;
and
(ii) up to two other Primary Treasury Dealers selected by the Company.
"Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Quotation
Agent, 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
Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City
time, on the third Business Day preceding such redemption date.
"Stated
Maturity" has the meaning specified in Section 2.2.
"Tax
Event" means the receipt by the Company 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 action
is announced on or after the date of original issuance of the Junior
Subordinated Notes, there is more than an insubstantial risk that interest
payable by the Company on the Junior Subordinated Notes 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.
4
"Tax
Event Make-Whole Amount" means an amount equal to the greater of (i) 100%
of the principal amount of the Junior Subordinated Notes or (ii) as
determined by a Quotation Agent as of the redemption date, the sum of the
present value of each scheduled payment of interest on the Junior Subordinated
Notes from the redemption date to September 30, 2011 and the present value
of the principal amount of the Junior Subordinated Notes assuming, solely for
purposes of this calculation, a scheduled payment of such principal on
September 30, 2011, 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 50 basis points.
"Tax
Event Opinion" has the meaning specified in the definition of Tax Event above.
"Telerate
Page 3750" means the display designated as "Telerate page 3750" on Moneyline
Telerate, Inc. (or such other page as may replace "Telerate page 3750" on such
service) or such other service displaying the London Inter-Bank offered rates
of
major banks, as may replace Moneyline Telerate, Inc.
"Three-Month
LIBOR Rate" means the rate determined in accordance with the following
provisions:
(1)
On
the LIBOR Interest Determination Date, the Calculation Agent or its affiliate
will determine the Three-Month LIBOR Rate which shall be the rate for deposits
in U.S. Dollars having a three-month maturity which appears on the Telerate
Page
3750 as of 11:00 a.m., London time, on the LIBOR Interest Determination Date.
(2)
If no
rate appears on Telerate Page 3750 on the LIBOR Interest Determination Date,
the
Calculation Agent or its affiliate will request the principal London offices
of
four major reference banks in the London Inter-Bank Market, to provide it with
their offered quotations for deposits in U.S. Dollars for the period of three
months, commencing on the applicable LIBOR Rate Reset Date, to prime banks
in
the London Inter-Bank Market at approximately 11:00 a.m., London time, on that
LIBOR Interest Determination Date and in a principal amount that is
representative for a single transaction in U.S. Dollars in that market at that
time. If at least two quotations are provided, then the Three-Month LIBOR Rate
will be the average (rounded, if necessary, to the nearest one hundredth (0.01)
of a percent) of those quotations. If fewer than two quotations are provided,
then the Three-Month LIBOR Rate will be the average (rounded, if necessary,
to
the nearest one hundredth (0.01) of a percent) of the rates quoted at
approximately 11:00 a.m., New York City time, on the LIBOR Interest
Determination Date by three major banks in New York City selected by the
Calculation Agent or its affiliate for loans in U.S. Dollars to leading European
banks, having a three-month maturity and in a principal amount that is
representative for a single transaction in U.S. Dollars in that market at that
time. If the banks selected by the Calculation Agent or its affiliate are not
providing quotations in the manner described by this paragraph, the rate for
the
quarterly interest period following the LIBOR Interest Determination Date will
be the rate in effect on that LIBOR Interest Determination Date.
5
"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 September 30, 2011, (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 by the Quotation Agent 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.
"Underwriters"
has the meaning specified in the fourth recital to this Second Supplemental
Indenture.
"Underwriting
Agreement" has the meaning specified in the fourth recital to this Second
Supplemental Indenture.
ARTICLE
II
GENERAL
TERMS AND CONDITIONS OF THE JUNIOR SUBORDINATED NOTES
2.1
Designation and Principal Amount.
There is
hereby authorized a new series of Notes, to be designated the "2006 Series
B
Enhanced Junior Subordinated Notes due September 30, 2066," in the initial
aggregate principal amount of $500,000,000, which amount shall be set forth
in
any written orders of the Company for the authentication and delivery of Junior
Subordinated Notes pursuant to Section 2.1 of the Base Indenture and
Section 7.1 hereof. Additional Junior Subordinated Notes without limitation
as to amount, and without the consent of the holders of the then Outstanding
Junior Subordinated Notes, may also be authenticated and delivered in the manner
provided in Section 2.1 of the Base Indenture. Any such additional Junior
Subordinated Notes will have the same Stated Maturity and other terms as those
initially issued and shall be consolidated with and part of the same series
of
Notes as the Junior Subordinated Notes initially issued under this Second
Supplemental Indenture.
2.2
Stated Maturity.
The
Stated Maturity of the Junior Subordinated Notes is September 30, 2066,
which may not be shortened or extended.
2.3
Form and Payment; Minimum Transfer Restriction.
(a)
The
Junior Subordinated Notes shall be issued in fully registered definitive form
without coupons in minimum denominations of $1,000 and integral multiples of
$1,000 in excess thereof. Principal and interest on the Junior Subordinated
Notes will be payable, the transfer of such Junior Subordinated Notes will
be
registrable and such Junior Subordinated Notes will be exchangeable for Junior
Subordinated Notes 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 Person entitled thereto
at
such address as shall appear in the Register or 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 Paying Agent by
the
Record Date. The Register for the Junior Subordinated Notes shall be kept at
the
principal office of the Trustee, and the Trustee is hereby appointed registrar
and Paying Agent for the Junior Subordinated Notes.
6
(b)
The
Junior Subordinated Notes may be transferred or exchanged only in minimum
denominations of $1,000 and integral multiples of $1,000 in excess thereof,
and
any attempted transfer, sale or other disposition of Junior Subordinated Notes
in a denomination of less than $1,000 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 Notes for any purpose, including but not limited to
the
receipt of payments in respect of such Junior Subordinated Notes and such
transferee shall be deemed to have no interest whatsoever in such Junior
Subordinated Notes.
2.4
Exchange and Registration of Transfer of Junior Subordinated Notes; Restrictions
on Transfers; Depositary.
The
Junior Subordinated Notes will be issued to the holders in accordance with
the
following procedures:
(a)
So
long as Junior Subordinated Notes are eligible for book-entry settlement with
the Depositary, or unless required by law, all Junior Subordinated Notes that
are so eligible will be represented by one or more Junior Subordinated Notes
in
global form (a "Global Note") 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 Note shall not be entitled to have Definitive
Note
Certificates registered in their names, will not receive or be entitled to
receive physical delivery of Definitive Note Certificates and will not be
registered holders of such Global Notes.
(b)
The
transfer and exchange of beneficial interests in Global Notes 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 Notes.
(c)
Notwithstanding any other provisions of the Indenture (other than the provisions
set forth in this Section 2.4(c)), a Global Note may not be exchanged in
whole or in part for Junior Subordinated Notes registered, and no transfer
of a
Global Note 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 Note 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
Note, or (iii) the Company, in its sole discretion and subject to the
procedures of the Depositary, instructs the Trustee to exchange such Global
Note
for a Junior Subordinated Note that is not a Global Note (in which case such
exchange (subject to such procedures) shall be effected by the Trustee).
7
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 Notes. Initially, the Global Notes 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 Notes issued in exchange for all or a part of a Global
Note
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 Notes to the person in whose names such definitive Junior
Subordinated Notes are so registered.
So
long
as Junior Subordinated Notes are represented by one or more Global Notes,
(i) the registrar for the Junior Subordinated Notes and the Trustee shall
be entitled to deal with the clearing agency for all purposes of the Indenture
relating to such Global Notes as the sole holder of the Junior Subordinated
Notes evidenced by such Global Notes and shall have no obligations to the
holders of beneficial interests in such Global Notes; and (ii) the rights
of the holders of beneficial interests in such Global Notes 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 Note have been paid, redeemed, exchanged,
repurchased or canceled, such Global Note 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 Note is exchanged for definitive Junior Subordinated Notes, redeemed
by
the Company pursuant to Article III or canceled, or transferred for part of
a
Global Note, the principal amount of such Global Note 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
Note by, or at the direction of, the Trustee to reflect such reduction or
increase.
2.5
Interest.
(a)
Each
Junior Subordinated Note will bear interest at (i) the rate of
6.30% per annum (the "Fixed Coupon Rate") until September 30, 2011
(the "Fixed Rate Period"), and (ii) the Three-Month LIBOR Rate plus
2.30% per annum, reset quarterly on the LIBOR Rate Reset Dates (the
"Floating Coupon Rate" and, together with the Fixed Coupon Rate, the "Coupon
Rate"), from September 30, 2011 up to, but not including, the Stated
Maturity (the "Floating Rate Period"), and will bear interest on any overdue
principal at the then prevailing Coupon Rate and (to the extent that payment
of
such interest is enforceable under applicable law) on any overdue installment
of
interest at the then prevailing Coupon Rate ("Additional Interest"), compounded
semi-annually for the Fixed Rate Period and quarterly for the Floating Rate
Period, payable (subject to the provisions of Article IV) semi-annually in
arrears on the 30th
day of
March and September of each year during the Fixed Rate Period and quarterly
in
arrears on
the
30th
day of
March, June, September and December of each year during the Floating Rate Period
(each, an "Interest Payment Date"), commencing on March 30, 2007 for the
Fixed Rate Period and December 30, 2011 for the Floating Rate Period to the
Person in whose name such Junior Subordinated Note 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 Note is registered to a holder other than the Depositary 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.
8
(b)
During the Fixed Rate Period, the amount of interest payable for any period
will
be computed on the basis of a 360-day year of twelve 30-day months, and during
the Floating Rate Period, the amount of interest payable for any period will
be
computed on the basis of the actual number of days in the relevant period
divided by 360. During the Fixed Rate Period, if an Interest Payment Date,
redemption date or the Stated Maturity of the Junior Subordinated Notes falls
on
a day that is not a Business Day, the payment of interest and principal will
be
made on the next succeeding Business Day, and no interest on such payment will
accrue for the period from and after the Interest Payment Date, redemption
date
or the Stated Maturity, as applicable. During the Floating Rate Period, if
any
Interest Payment Date, other than a redemption date or the Stated Maturity
of
the Junior Subordinated Notes, falls on a day that is not a Business Day, the
Interest Payment Date will be postponed to the next day that is a Business
Day,
except that if that Business Day is in the next succeeding calendar month,
the
Interest Payment Date will be the immediately preceding Business Day. Also,
if a
redemption date or the Stated Maturity of the Junior Subordinated Notes falls
on
a day that is not a Business Day, the payment of interest and principal will
be
made on the next succeeding Business Day, and no interest on such payment will
accrue for the period from and after a redemption date or the Stated Maturity.
During the Floating Rate Period, if any LIBOR Rate Reset Date falls on a day
that is not a Business Day, the LIBOR Rate Reset Date will be postponed to
the
next day that is a Business Day, except that if that Business Day is in the
next
succeeding calendar month, the LIBOR Rate Reset Date will be the immediately
preceding Business Day. During the Floating Rate Period, the interest rate
in
effect on any LIBOR Rate Reset Date will be the applicable rate as reset on
that
date and the interest rate applicable to any other day will be the interest
rate
as reset on the immediately preceding LIBOR Rate Reset Date.
2.6
Events of Default.
An Event
of Default as defined in the Indenture shall be an Event of Default with respect
to the Junior Subordinated Notes provided that the nonpayment of interest for
so
long as and to the extent that interest is permitted to be deferred pursuant
to
Article IV herein shall not be deemed to be a default in the payment of interest
for the purposes of Article VI of the Base Indenture and shall not otherwise
be
deemed an Event of Default with respect to the Junior Subordinated Notes. For
the avoidance of doubt, and without prejudice to any other remedies that may
be
available to the Trustee or the holders of the Junior Subordinated Notes, no
breach by the Company of any covenant or obligation under the Indenture or
the
terms of the Junior Subordinated Notes shall be an Event of Default except
those
that are specifically identified as an Event of Default under the Indenture.
ARTICLE
III
REDEMPTION
OF THE JUNIOR SUBORDINATED NOTES
3.1
Tax Event Redemption.
If a Tax
Event shall occur and be continuing, the Company may redeem the Junior
Subordinated Notes within 90 days after the occurrence of that Tax Event, in
whole but not in part, before September 30, 2011, at the Tax Event
Make-Whole Amount plus accrued and unpaid interest thereon, if any, to but
excluding the redemption date. The Tax Event Make-Whole Amount shall be paid
prior to 2:30 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
Tax Event Make-Whole Amount by 11:00 a.m., New York City time, on the date
such
Tax Event Make-Whole Amount is to be paid. The Company will notify the Trustee
of the amount of the Tax Event Make-Whole Amount promptly after the calculation
thereof, and the Trustee will not be responsible for such calculation.
9
3.2
Optional Redemption by Company.
The
Company shall have the option to redeem the Junior Subordinated Notes
(i) at any time, in whole or in part, at 100% of their principal amount
(the "Optional Redemption Price") plus accrued and unpaid interest thereon,
if
any, to but excluding the redemption date on one or more occasions on or after
September 30, 2011 or (ii) at any time, in whole or in part, before
September 30, 2011 at the Make-Whole Amount plus accrued and unpaid
interest thereon, if any, to but excluding the redemption date. The Optional
Redemption Price or the Make-Whole Amount, as applicable, shall be paid prior
to
2:30 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 or the Make-Whole Amount, as applicable, by 11:00 a.m.,
New York City time, on the date such Optional Redemption Price or the Make-Whole
Amount, as applicable, is to be paid. The Company will notify the Trustee of
the
amount of the Make-Whole Amount promptly after the calculation thereof, and
the
Trustee will not be responsible for such calculation.
3.3
Notice of Redemption.
Subject
to Article III of the Base Indenture, notice of any redemption pursuant to
this
Article III will be mailed at least 20 days but not more than 60 days before
the
redemption date to each holder of Junior Subordinated Notes 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 such Junior Subordinated Notes called for redemption.
ARTICLE
IV
OPTION
TO DEFER INTEREST PAYMENTS
4.1
Option to Defer Interest Payments.
At the
Company’s option, it may, on one or more occasions, defer payment of all or part
of the current and accrued interest otherwise due on the Junior Subordinated
Notes for a period of up to 10 consecutive years (each period, commencing on
the
date that the first such interest payment would otherwise have been made, an
"Optional Deferral Period"). A deferral of interest payments may not extend
beyond the Stated Maturity of the Junior Subordinated Notes, and the Company
may
not begin a new Optional Deferral Period and may not pay current interest on
the
Junior Subordinated Notes until it has paid all accrued interest on the Junior
Subordinated Notes from the previous Optional Deferral Period.
10
Any
deferred interest on the Junior Subordinated Notes will accrue Additional
Interest at a rate equal to the Coupon Rate then applicable to the Junior
Subordinated Notes, to the extent permitted by applicable law. Once the Company
pays all deferred interest payments on the Junior Subordinated Notes, including
any Additional Interest accrued on the deferred interest, it shall be entitled
to again defer interest payments on the Junior Subordinated Notes as described
above, but not beyond the Stated Maturity of the Junior Subordinated Notes.
Unless
the Company has paid all accrued and payable interest on the Junior Subordinated
Notes, it will not and its Subsidiaries shall not do any of the following:
|
•
|
declare
or pay any dividends or distributions, or redeem, purchase, acquire,
or
make a liquidation payment on any of the Company’s capital stock;
|
|
•
|
make
any payment of principal of or interest or premium, if any, on
or repay,
repurchase or redeem any of its debt securities that rank on a
parity with
or junior to the Junior Subordinated Notes (including debt securities
of
other series issued under the Base Indenture); or
|
|
•
|
make
any guarantee payments on any guarantee of debt securities if the
guarantee ranks on a parity with or junior to the Junior Subordinated
Notes.
|
However,
at any time, including during an Optional Deferral Period, the Company may:
|
•
|
pay
stock dividends or distributions in additional shares of its capital
stock;
|
|
•
|
declare
or pay a dividend in connection with the implementation of a shareholders’
rights plan, or issue stock under such a plan or repurchase such
rights;
and
|
|
•
|
purchase
common stock for issuance pursuant to any employee benefit plans
or
dividend reinvestment and direct stock purchase plans.
|
4.2
Notice of Extension.
The
Company shall give the Trustee written notice of any optional deferral of
interest at least 10 Business Days and not more than 60 Business Days prior
to
the applicable Interest Payment Date. The Trustee shall forward such notice
promptly to each holder of record of Junior Subordinated Notes.
ARTICLE
V
EXPENSES
5.1
Payment of Expenses.
In
connection with the offering, sale and issuance of the Junior Subordinated
Notes, the Company shall:
(a)
pay
all costs and expenses relating to the offering, sale and issuance of the Junior
Subordinated Notes, 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; and
(b)
be
primarily liable for any indemnification obligations arising with respect to
the
Underwriting Agreement.
11
5.2
Payment Upon Resignation or Removal.
Upon
termination of this Second 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.
ARTICLE
VI
FORM
OF JUNIOR SUBORDINATED NOTE
6.1
Form of Junior Subordinated Note.
The
Junior Subordinated Notes 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 NOTES
7.1
Original Issue of Junior Subordinated Notes.
Junior
Subordinated Notes in the initial aggregate principal amount of up to
$500,000,000 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 Notes to or upon the written order of the Company,
signed by any Officer of the Company, without any further corporate action
by
the Company. Additional Junior Subordinated Notes without limitation as to
amount, and without the consent of the holders of the then Outstanding Junior
Subordinated Notes, may also be authenticated and delivered in the manner
provided in Section 2.1 of the Base Indenture. Any such additional Junior
Subordinated Notes will have the same Stated Maturity and other terms as those
initially issued and shall be consolidated with and part of the same series
of
Notes as the Junior Subordinated Notes initially issued under this Second
Supplemental Indenture.
ARTICLE
VIII
MISCELLANEOUS
8.1
Ratification of Indenture; Second Supplemental Indenture
Controls.
The Base
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 Base Indenture in the manner and to the extent herein and
therein provided. The provisions of this Second Supplemental Indenture shall
supersede the provisions of the Base Indenture to the extent the Base Indenture
is inconsistent herewith.
12
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 Second
Supplemental Indenture.
8.3
Governing Law.
This
Second Supplemental Indenture and each Junior Subordinated Note 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 Second Supplemental
Indenture or in the Junior Subordinated Notes 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 Second
Supplemental Indenture or of the Junior Subordinated Notes, but this Second
Supplemental Indenture and the Junior Subordinated Notes shall be construed
as
if such invalid or illegal or unenforceable provision had never been contained
herein or therein.
8.5
Counterparts.
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 as of the date first above written.
|
DOMINION
RESOURCES, INC.
|
|
|
By:
|
/s/G.
Xxxxx Xxxxxx
|
|
Name:
|
G.
Xxxxx Xxxxxx
|
|
Title:
|
Senior
Vice President and Treasurer
|
|
JPMORGAN
CHASE BANK, N.A., as Trustee
|
|
|
By:
|
/s/Xxxxx
Xx
|
|
Name:
|
Xxxxx
Xx
|
|
Title:
|
Vice
President
|
13
EXHIBIT
A
(FORM
OF
FACE OF JUNIOR SUBORDINATED NOTE)
[THIS
NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED
TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY.
THIS NOTE IS EXCHANGEABLE FOR JUNIOR SUBORDINATED NOTES REGISTERED IN THE NAME
OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER
THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.]*
[UNLESS
THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF [CEDE & CO.] OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON
IS MADE TO [CEDE & CO.], ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
[CEDE & CO.], HAS AN INTEREST HEREIN.]*
THE
NOTES
EVIDENCED HEREBY WILL BE ISSUED, AND MAY BE TRANSFERRED, ONLY IN BLOCKS HAVING
A
PRINCIPAL AMOUNT OF NOT LESS THAN $1,000. ANY TRANSFER, SALE OR OTHER
DISPOSITION OF SUCH NOTES IN A BLOCK HAVING A PRINCIPAL AMOUNT OF LESS THAN
$1,000 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 NOTES FOR ANY PURPOSE,
INCLUDING BUT NOT LIMITED TO THE RECEIPT OF PAYMENTS IN RESPECT OF SUCH NOTES,
AND SUCH TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH
NOTES.
* Insert
in
Global Notes.
|
DOMINION
RESOURCES, INC.
|
[Up
to]*
$
2006
SERIES B ENHANCED JUNIOR SUBORDINATED
NOTE
DUE SEPTEMBER 30, 2066
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 September 30, 2066 (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 of this note (the
"Note") as hereinafter provided (a) interest on said principal sum (subject
to deferral as set forth herein) at the rate of 6.30% per annum, in like
coin or currency, semi-annually in arrears on the 30th
day of
March and September until September 30, 2011 and at the rate per annum
equal to the Three-Month LIBOR Rate plus 2.30% (determined in the manner set
forth in the Second Supplemental Indenture hereinafter referred to), reset
quarterly on the LIBOR Rate Reset Dates, in like coin or currency, quarterly
in
arrears on the 30th
day of
March, June, September and December (each an "Interest Payment Date") commencing
March 30, 2007 in the first instance and December 30, 2011 in the
second instance, 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 Note, in which case
from
September 29, 2006, 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 or if no interest has yet been
paid
or duly provided for on this Note, in which case from
____________
* Insert
in
Global Notes.
** Insert
in
Notes other than Global Notes.
*** Insert
in
Global Notes.
A-2
September 29,
2006), 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 then prevailing rate per annum borne by this Note, compounded
semi-annually or quarterly, as applicable.
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
Note
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 Note is registered to a holder other
than
The Depository Trust Company 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 Note may be presented
for payment of principal and interest at the principal corporate trust office
of
JPMorgan Chase Bank, N.A., 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 Notes 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. While
this Note bears interest at a fixed rate, interest on this Note will be computed
on the basis of a 360-day year of twelve 30-day months, and while this Note
bears interest at the Three-Month LIBOR Rate, the amount of interest payable
on
this Note for any period will be computed on the basis of the actual number
of
days in the relevant period divided by 360.
At
the
Company’s option, it may, on one or more occasions, defer payment of all or part
of the current and accrued interest otherwise due on the Junior Subordinated
Notes for a period of up to 10 consecutive years (each period, commencing on
the
date that the first such interest payment would otherwise have been made, an
"Optional Deferral Period"). A deferral of interest payments may not extend
beyond the Stated Maturity of the Junior Subordinated Notes, and the Company
may
not begin a new Optional Deferral Period and may not pay current interest on
the
Junior Subordinated Notes until it has paid all accrued interest on the Junior
Subordinated Notes from the previous Optional Deferral Period.
Any
deferred interest on the Junior Subordinated Notes will accrue Additional
Interest at a rate equal to the Coupon Rate then applicable to the Junior
Subordinated Notes, to the extent permitted by applicable law. Once the Company
pays all deferred interest payments on the Junior Subordinated Notes, including
any Additional Interest accrued on the deferred interest, it shall be entitled
to again defer interest payments on the Junior Subordinated Notes as described
above, but not beyond the Stated Maturity of the Junior Subordinated Notes.
Unless
the Company has paid all accrued and payable interest on the Junior Subordinated
Notes, it will not and its Subsidiaries shall not do any of the following:
|
•
|
declare
or pay any dividends or distributions, or redeem, purchase, acquire,
or
make a liquidation payment on any of the Company’s capital stock;
|
|
•
|
make
any payment of principal of or interest or premium, if any, on
or repay,
repurchase or redeem any of its debt securities that rank on a
parity with
or junior to the Junior Subordinated Notes (including debt securities
of
other series issued under the Base Indenture); or
|
A-3
|
•
|
make
any guarantee payments on any guarantee of debt securities if the
guarantee ranks on a parity with or junior to the Junior Subordinated
Notes.
|
However,
at any time, including during an Optional Deferral Period, the Company may:
|
•
|
pay
stock dividends or distributions in additional shares of its capital
stock;
|
|
•
|
declare
or pay a dividend in connection with the implementation of a shareholders’
rights plan, or issue stock under such a plan or repurchase such
rights;
and
|
|
•
|
purchase
common stock for issuance pursuant to any employee benefit plans
or
dividend reinvestment and direct stock purchase plans.
|
The
Company shall
give the Trustee written notice of any optional deferral of interest at least
10
Business Days and not more than 60 Business Days prior to the applicable
Interest Payment Date. The Trustee shall forward such notice promptly to each
holder of record of Junior Subordinated Notes.
This
Note
is issued pursuant to the Junior Subordinated Indenture II (the "Original
Indenture"), dated as of June 1, 2006, between the Company, as issuer, and
JPMorgan Chase Bank, N.A., a national banking association, as trustee, as
supplemented by a First Supplemental Indenture dated as of June 1, 2006 and
a Second Supplemental Indenture (the "Second Supplemental Indenture") dated
as
of September 1, 2006 (as so supplemented and as further supplemented or
amended from time to time, 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 Notes. Capitalized terms used herein but not defined herein
shall have the respective meanings assigned thereto in the Original Indenture
as
supplemented by the Second Supplemental Indenture.
The
Notes
of this series shall have an initial aggregate principal amount of Five Hundred
Million Dollars ($500,000,000).
The
Notes
evidenced by this Certificate may be transferred or exchanged only in minimum
denominations of $1,000 and integral multiples of $1,000 in excess thereof,
and
any attempted transfer, sale or other disposition of Notes in a denomination
of
less than $1,000 shall be deemed to be void and of no legal effect whatsoever.
The
indebtedness of the Company evidenced by this Note, 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 Priority Indebtedness of the Company and each Holder
of this Note, by acceptance hereof, agrees to and shall be bound by such
provisions of the Indenture and all other provisions of the Indenture.
This
Note
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.
A-4
IN
WITNESS WHEREOF, DOMINION RESOURCES, INC. has caused this instrument to be
duly
executed.
|
Dated:
|
DOMINION
RESOURCES, INC.
|
|
|
|
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.
|
JPMORGAN
CHASE BANK, N.A., as Trustee
|
|
|
By:
|
|
|
Authorized
Officer
|
|
A-5
REVERSE
OF NOTE
As
provided in and subject to the provisions in the Indenture, the Company shall
have the option to redeem the Notes of this series at any time on or after
September 30, 2011, in whole or in part, at the Optional Redemption Price
and in whole or in part, before September, 30, 2011 at the Make-Whole Amount
plus, in each case, accrued and unpaid interest thereon, if any, to but
excluding the redemption date. In addition, if a Tax Event shall occur and
be
continuing, the Company may redeem the Notes of this series within 90 days
after
the occurrence of that Tax Event, in whole but not in part, before
September 30, 2011, at the Tax Event Make-Whole Amount plus accrued and
unpaid interest thereon, if any, to but excluding the redemption date.
In
the
case an Event of Default, as defined in the Indenture, shall have occurred
and
be continuing, the principal of all of the Notes 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 Note 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 Note and of
any
Note 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
Note or such other Notes. No reference herein to the Indenture and no provision
of this Note 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 Note, at the places, at the respective times, at the rates
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 Note may be registered on the Register of the Notes of
this
series upon surrender of this Note 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 Note or Notes
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 Note, the Company, the
Trustee, and any agent of the Company or the Trustee may deem and treat the
person in whose name this Note shall be registered upon the Register of the
Notes of this series as the absolute owner of this Note (whether or not this
Note 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
Note, 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 Note or a beneficial interest in this Note,
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 Note constitute indebtedness.
This
Note
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 Note and all rights thereunder, hereby irrevocably constituting
and
appointing
|
|
___________________________________________________________________________________________________________.
|
|
___________________________________________________________________________________________________________.
|
|
___________________________________________________________________________________________________________.
|
|
|
|
___________________________________________________________________________________________________________.
|
|
___________________________________________________________________________________________________________.
|
|
___________________________________________________________________________________________________________.
|
agent
to
transfer said Note on the books of the Company, 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 instrument in every particular without alteration or
enlargement, or any change whatever.
A-8
[FORM
OF
SCHEDULE FOR ENDORSEMENTS ON GLOBAL NOTES TO REFLECT
CHANGES
IN PRINCIPAL AMOUNT]*
The
initial principal amount of this Note is: $
Changes
to Principal Amount of Global Note
|
Date
|
Principal
Amount by which this
Note
is to be Decreased or
Increased
and the Reason for the
Decrease
or Increase
|
Remaining
Principal Amount
of this Note
|
Signature of
Authorized
Officer of Trustee
|
____________
* Insert
Schedule in Global Notes.
A-9
