Exhibit 4(c)
INDIANA MICHIGAN POWER COMPANY
AND
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
_______________________
SECOND SUPPLEMENTAL INDENTURE
Dated as of __________, ____
TO
INDENTURE
Dated as of March 1, 1996
_______________________
Junior Subordinated
Deferrable Interest Debentures,
Series B
SECOND SUPPLEMENTAL INDENTURE, dated as of the ____ day of
__________, ____ (the "Second Supplemental Indenture"), between
INDIANA MICHIGAN POWER COMPANY, a corporation duly organized and
existing under the laws of the State of Indiana (hereinafter some-
times 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 some-
times referred to as the "Trustee") under the Indenture dated as of
March 1, 1996 between the Company and the Trustee, as supplemented
by a First Supplemental Indenture dated March 1, 1996 (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 sub-
ordinated 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 here-
inafter 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 Supple-
mental 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 ful-
filled, 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 authenti-
cation 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 prin-
cipal amount and deliver the same to the Trustee for authentication
and delivery as hereinabove and in the Indenture provided. Pay-
ments on the Series B Debentures issued as a Global Debenture will
be made to the Depository. The Depository for the Series B Deben-
tures 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 sur-
render 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 provi-
sions of Article Three hereof) quarterly in arrears on each March
31, June 30, September 30 and December 31 (each, an "Interest Pay-
ment 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 prin-
cipal 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 Deben-
tures 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 require-
ments. 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 organiza-
tion), 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 quar-
ters 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 Supple-
mental 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 Deben-
tures 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 divi-
dend 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 respec-
tively 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 pro-
vided.
SECTION 7.03. The recitals herein contained are made by the
Company and not by the Trustee, and the Trustee assumes no respon-
sibility for the correctness thereof. The Trustee makes no repre-
sentation as to the validity or sufficiency of this Second Supple-
mental 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.
INDIANA MICHIGAN 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 }
} ss:
County of Franklin }
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
INDIANA MICHIGAN POWER COMPANY, one of the corporations named in
and which executed the foregoing instrument, who severally acknow-
ledged that they did sign and xxxx 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 }
} ss:
County of Franklin }
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, respec-
xxxxxx, 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 _____________
[97FN0047.IMP]
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 represen-
tative 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. ____________
INDIANA MICHIGAN POWER COMPANY
XXXXXX SUBORDINATED
DEFERRABLE INTEREST DEBENTURE,
SERIES B, DUE ____
INDIANA MICHIGAN POWER COMPANY, a corporation duly organized
and existing under the laws of the State of Indiana (herein re-
ferred 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 prin-
cipal and premium, if any, and (without duplication and to the
extent that payment of such interest is enforceable under applic-
able 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 immedi-
ately preceding business day, in each case with the same force and
effect as if made on such date. The interest installment so pay-
able, 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 Deben-
tures, 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 PROVI-
SIONS 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, subor-
dinated 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 con-
tained 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 obliga-
tory 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:___________________
INDIANA MICHIGAN POWER COMPANY
By:_____________________________
Attest:
By:___________________________
[97FN0047.IMP]
(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 March 1, 1996 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 sup-
plemented by the First Supplemental Indenture dated as of March 1,
1996 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 Deben-
tures 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 por-
tion 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 Inden-
ture, 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 Deben-
tures; 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 con-
sent 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 Inden-
ture, 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 limita-
tions 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] [$1,000] and any
integral multiple thereof.] [This Global Debenture is exchangeable
for Debentures in definitive form only under certain limited cir-
cumstances set forth in the Indenture. Debentures of this series
so issued are issuable only in registered form without coupons in
denominations of [$25] [$1,000] 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").
[97FN0047.IMP]
