Exhibit 4(g)
[Draft - 12/05/96]
MIDAMERICAN ENERGY COMPANY
TO
THE FIRST NATIONAL BANK OF CHICAGO,
AS TRUSTEE
___________________
______ SUPPLEMENTAL INDENTURE
Dated as of ___________, ____
TO
INDENTURE
Dated as of ___________, ____
___________________
_____% Deferrable Interest Subordinated
Debentures Series [ ] Due ____
______ SUPPLEMENTAL INDENTURE, dated as of __________, ____ (the
"______ Supplemental Indenture"), between MidAmerican Energy Company, an Iowa
corporation (the "Company"), and The First National Bank of Chicago, as
trustee (the "Trustee") under the Indenture dated as of ___________, 199_,
from the Company to the Trustee (the "Indenture").
WHEREAS, the Company has executed and delivered the Indenture to
the Trustee in order to provide for the future issuance of its deferrable
interest subordinated debentures (the "Securities"), such Securities to be
issued from time to time in one or more series as may be determined by the
Company under the Indenture, in an unlimited aggregate principal amount that
may be authenticated and delivered thereunder as provided in the Indenture;
WHEREAS, MidAmerican Energy Financing [I][II] (the "Series [ ]
Trust") may pursuant to the Underwriting Agreement dated _________, 199_
among the Company, the Series [ ] Trust and the Underwriters named therein
issue $_________ aggregate liquidation amount of its ___% cumulative
quarterly income preferred securities, Series [ ] (the "Series [ ] Preferred
Securities") with a liquidation amount of $25 per Series [ ] Preferred
Security;
WHEREAS, the Company is guaranteeing (the "Parent Guarantee") the
payment of distributions on the Series [ ] Preferred Securities, the payment
of the redemption price and the payment on liquidation with respect to the
Series [ ] Preferred Securities, to the extent provided in the Guarantee
Agreement of even date herewith between the Company and The First National
Bank of Chicago, as guarantee trustee for the benefit of the holders of the
Series [ ] Preferred Securities;
WHEREAS, the Company wishes to sell to the Series [ ] Trust, and
the Series [ ] Trust wishes to purchase from the Company, Series [ ]
Securities (as defined below) in an aggregate principal amount equal to
$_________, and in satisfaction of the purchase price for such Series [ ]
Securities, the Administrative Trustees of the Series [ ] Trust, on behalf of
the Series [ ]Trust, wish to (i) execute and deliver to the Company Common
Securities certificates representing Common Securities of the Series [ ]
Trust, registered in the name of the Company, having an aggregate liquidation
amount of $_________ (the "Series [ ] Common Securities") and (ii) deliver
to the Company the sum of $___________;
WHEREAS, the Company has duly authorized the creation of an issue
of its _____% Deferrable Interest Subordinated Debentures Series [ ] (the
"Series [ ] Securities"), of the tenor and amount hereinafter set forth, and
to provide therefor the Company has duly authorized the execution and
delivery of this ______ Supplemental Indenture; and
WHEREAS, all things necessary to make the Securities, when executed by
the Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company, and to make this ______
Supplemental Indenture a valid agreement of the Company, each in accordance with
their terms, have been done; and
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WHEREAS, capitalized terms used herein without definition shall
have the meanings specified in the Indenture.
NOW, THEREFORE, THIS _____ SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Series [ ]
Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Series [ ] Securities as follows:
ARTICLE ONE
GENERAL TERMS OF THE SERIES [ ] SECURITIES
SECTION 1.01. TITLE; STATED MATURITY; INTEREST. The aggregate
principal amount of Securities which may be authenticated and delivered under
this ______ Supplemental Indenture is limited to $__________ at any time
Outstanding; provided, however, that such amount may be increased by a Board
Resolution to that effect.
The Securities shall be known and designated as the "____%
Deferrable Interest Subordinated Debentures, Series [ ]" of the Company. The
principal amount of the Series [ ] Securities (together with any accrued and
unpaid interest thereon) shall be payable in a single installment on
__________, ____; PROVIDED, that the Company may (i) change the Maturity Date
upon the exchange of the Series [ ] Securities for the Series [ ] Preferred
Securities subject to certain conditions set forth in Section 314 of the
Indenture, which changed Maturity Date shall in no case be earlier than
__________, ____ or later than __________, ____ and (ii) extend the Maturity
Date subject to certain conditions specified in Section 314 of the Indenture,
which extended Maturity Date shall in no case be later than __________,
_____. The Series [ ] Securities shall bear interest at the rate of ____%
per annum, from _________, ____, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, as the case may
be, payable quarterly (subject to deferral as set forth herein), in arrears,
on the first day of March, June, September and December of each year,
commencing _________, ____. The amount of interest payable for any such
period will be computed on the basis of a 360-day year of twelve 30-day
months and for any period shorter than a full month, on the basis of the
actual number of days elapsed in such period. In the event that any Interest
Payment Date 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
Interest Payment Date shall be the immediately preceding Business Day, in
each case with the same force and effect as if made on such Interest Payment
Date. Any interest installment in arrears or deferred
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during an extension of an Interest Payment Period as set forth below will
bear interest at the rate of __% per annum, compounded quarterly (to the
extent permitted by applicable law).
Each installment of interest on a Series [ ] Security shall be
payable to the Person in whose name such Series [ ] Security is registered at
the close of business on the Business Day 15 days preceding the corresponding
Interest Payment Date (the "Regular Record Date") for the Series [ ]
Securities; provided, however, that if the Series [ ] Securities are held
neither by the Series [ ] Trust nor by a securities depositary, the Company
shall have the right to change the Regular Record Date by one or more Officer's
Certificates. Any installment of interest on the Series [ ] Securities not
punctually paid or duly provided for shall forthwith cease to be payable to the
Holders of such Series [ ] Securities on such Regular Record Date, and may be
paid to the Persons in whose names the Series [ ] Securities are 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 of such Defaulted Interest and
Special Record Date shall be given to the Holders of the Series [ ] Securities
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 [ ] Securities may be listed, and upon
such notice as may be required by such exchange, all as more fully provided in
the Indenture.
The Company shall have the right, at any time during the term of the
Series [ ] Securities, from time to time to extend the interest payment period
thereon for up to 20 consecutive quarters (the "Extension Period") during which
period interest will compound quarterly and the Company shall have the right to
make partial payments of interest on any Interest Payment Date; provided that no
Extension Period may extend beyond the Maturity Date of the Securities and
provided further that the Company shall not defer the interest payment period
with respect to Additional Interest Attributable to Taxes and shall make payment
thereof on the relevant Interest Payment Date. At the end of the Extension
Period, the Company shall pay all interest then accrued and unpaid thereon
(together with additional interest thereon at the rate of __% per annum,
compounded quarterly, to the extent permitted by applicable law). During any
such Extension Period the Company will not, and will not permit any subsidiary
of the Company to, (i) declare or pay any dividends or distributions on, or
redeem, purchase, acquire, or make a liquidation payment with respect to, any of
the Company's outstanding capital stock or (ii) make any payment of principal,
interest or premium, if any, on or repay, repurchase or redeem any debt
securities of the Company (including other Securities) that rank PARI PASSU with
or junior in interest to the Series [ ] Securities or make any guarantee
payments with respect to any guarantee by the Company of the debt securities of
any subsidiary of the Company if such guarantee ranks PARI PASSU or junior in
interest to the Series [ ] Securities (other than (a) dividends or
distributions in common stock of the Company, (b) payments under any Guarantee,
and (c) purchases of common stock related to the issuance of common stock under
any of the Company's benefit plans for its directors, officers or employees).
Prior to the termination of any such Extension Period,
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the Company may further extend the interest payment period, PROVIDED that no
Extension Period shall exceed 20 consecutive quarters or extend beyond the
Maturity Date of the Series [ ] Securities. Upon the termination of any
Extension Period and upon the payment of all amounts then due, the Company
may select a new Extension Period, subject to the foregoing requirements.
Except for Additional Interest Attributable to Taxes, no interest shall be
due and payable during an Extension Period, except at the end thereof. The
Company shall give the Trustee and, if any Series [ ] Preferred Securities
are Outstanding, the Administrative Trustees of the Series [ ] Trust notice
of its election of an Extension Period no less than 15 Business Days prior to
the later of (i) the Regular Record Date next preceding the first Interest
Payment Date on which a distribution would occur but for such election and
(ii) five Business Days prior to such Interest Payment Date. Upon receipt of
any such notice, the Trustee shall give written notice of the Company's
election by mail to the Holders of the Series [ ] Securities not less than 10
Business Days prior to such Interest Payment Date. The Company also shall
make a public announcement of such election in accordance with New York Stock
Exchange Rules not less than five Business Days prior to such Regular Record
Date.
The principal of and interest on the Series [ ] Securities shall be
payable at, and registration and registration of transfers of the Series [ ]
Securities may be effected at, the office or agency of the Company in
______________________; provided, however, that, at the option of the Company,
payment of interest may be made (i) by check mailed to the address of the
Persons entitled thereto under the Indenture or (ii) by wire transfer in
immediately available funds at such place and to such account as may be
designated by the Person entitled thereto under the Indenture; provided further,
that for so long as any Series [ ] Security is registered in the name of the
Property Trustee of the Series [ ] Trust, payment of principal (including
Redemption Price and interest) shall be made by wire transfer in immediately
available funds at such place and to such account as may be designated by the
Property Trustee of the Series [ ] Trust. The Trustee will initially be the
agent of the Company for such service of notices and demands; provided, however,
that the Company reserves the right to change, by one or more Officer's
Certificates, any such office or agent. The Company will be the Security
Registrar and the Paying Agent for the Series [ ] Securities.
The Series [ ] Securities shall be subordinated in right of payment to
Senior Indebtedness as provided in Article Fifteen of the Indenture. The Series
[ ] Securities shall be senior to the Parent Guarantee.
The Series [ ] Securities shall be redeemable as provided in Section
102 below and in Article Four of the Indenture.
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SECTION 1.02. REDEMPTION. At any time on or after _____________,
the Company shall have the right to redeem the Series [ ] Securities, in
whole or, subject to the last paragraph of this Section 102, in part, from
time to time, at a Redemption Price equal to 100% of the principal amount of
Series [ ]Securities to be redeemed plus accrued but unpaid interest,
including any Additional Interest Attributable to Taxes, if any, to the
Redemption Date.
If a Tax Event shall occur and be continuing, the Company shall have
the right to redeem the Series [ ] Securities within 90 days of the occurrence
of such Tax Event in whole but not in part, at a Redemption Price equal to 100%
of the principal amount thereof plus accrued but unpaid interest, including
Additional Interest Attributable to Taxes, if any, to the Redemption Date.
TAX EVENT:
The term "Tax Event" means the receipt by the Series [ ] Trust of
an opinion of counsel (which may be counsel to the Company or an affiliate but
not an employee thereof and which must be acceptable to the Property Trustee of
the Series [ ] Trust) experienced in such matters to the effect that, as a
result of (a) any amendment to, or change (including any announced prospective
change) in, the laws (or any regulations thereunder) of the United States or any
political subdivision or taxing authority thereof or therein affecting taxation,
or (b) any amendment to, or change in an interpretation or application of, such
laws or regulations by any legislative body, court, governmental agency or
regulatory authority (including the enactment of any legislation and the
publication of any judicial decision or regulatory determination on or after the
date of issuance of the Series [ ] Preferred Securities), there is more than an
insubstantial risk that interest payable by the Company on the Series [ ]
Securities is not, or within 90 days of the date of such opinion, will not be,
deductible by the Company, in whole or in part, for United States federal income
tax purposes.
SECTION 1.03. GLOBAL SECURITY. In the event that, at any time
subsequent to the initial authentication and delivery of the Series [ ]
Securities, the Series [ ] Securities are to be held by a securities
depositary, the Company may at such time establish the matters contemplated in
clause (r) in the second paragraph of Section 301 of the Indenture in an
Officer's Certificate supplemental to this Supplemental Indenture.
SECTION 1.04. EXCHANGE. At any time, the Company may terminate the
Series [ ] Trust and cause the Series [ ] Securities to be distributed to
holders of the Series [ ] Preferred Securities and Series [ ] Common
Securities in liquidation of the Series [ ] Trust.
SECTION 1.05. REGISTRATION OF TRANSFER OR EXCHANGE. No service charge
shall be made for the registration of transfer or exchange of the Series [ ]
Securities; provided,
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however, that the Company may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with
the exchange or transfer.
SECTION 1.06. FORM OF SERIES [ ] SECURITY. Series
[ ] Securities shall have such other terms and provisions as are provided in
the form set forth in Exhibit A hereto, and shall be issued in substantially
such form.
SECTION 1.07. LISTING. In the event that the Series [ ] Securities
are distributed to holders of the Preferred Securities as a result of the
termination of Series [ ] Trust, the Company will use its best efforts to list
the Series [ ] Securities on the New York Stock Exchange or on such other
exchange as the Series [ ] Preferred Securities are then listed.
ARTICLE TWO
MISCELLANEOUS PROVISIONS
SECTION 2.01. DEFINITIONS OF TERMS. Except as otherwise expressly
provided in this _____ Supplemental Indenture or in the form of Series [ ]
Security otherwise clearly required by the context hereof or thereof, all terms
used herein that are defined in the Indenture shall have the meanings assigned
to them therein.
SECTION 2.02. RATIFICATION OF INDENTURE. The Indenture, as
supplemented by this _____ Supplemental Indenture, is in all respects ratified
and confirmed, and this _____ Supplemental Indenture shall be deemed part of the
Indenture in the manner and to the extent herein and therein provided.
SECTION 2.03. RECITALS. The recitals herein contained are made by
the Company and not by the Trustee, and the Trustee assumes no responsibility
for the correctness thereof. The Trustee makes no representation as to the
validity or sufficiency of this _____ Supplemental Indenture.
SECTION 2.04. COUNTERPARTS. This _____ Supplemental Indenture may be
executed in any number of counterparts each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this _____
Supplemental Indenture to be duly executed and attested, on the date or dates
indicated in the acknowledgments and as of the day and year first above
written.
MIDAMERICAN ENERGY COMPANY
By_______________________
Name:
Title:
Attest:
_______________________
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By_______________________
Name:
Title:
Attest:
_______________________
Name:
Title:
(Seal)
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EXHIBIT A
[FORM OF FACE OF SERIES [ ] SECURITY]
MIDAMERICAN ENERGY COMPANY
____% Deferrable Interest Subordinated
Debenture Series [ ] Due ____
No.
$________
MIDAMERICAN ENERGY COMPANY, a corporation duly organized and existing
under the laws of the State of Iowa (herein called the "Company," which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to _________________, or registered
assigns, the principal sum of __________ DOLLARS ($__________) on _________,
____, and to pay interest on said principal sum from ___________, ____, or from,
and excluding, the most recent Interest Payment Date through which interest has
been paid or duly provided for, quarterly in arrears on the first day of March,
June, September and December of each year, commencing __________, ____, at the
rate of ____% per annum until the principal hereof is paid or made available for
payment. The amount payable on any Interest Payment Date shall be computed on
the basis of a 360-day year of twelve 30-day months. Interest on the
Securities of this series will accrue from, and including, __________, ____
through the first Interest Payment Date, and thereafter will accrue from, and
excluding, the last Interest Payment Date through which interest has been paid
or duly provided for. In the event that any Interest Payment Date 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 Interest Payment Date. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the Business Day 15 days preceding
such Interest Payment Date. Any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, of which notice shall be given to Holders of Securities not less
than 10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not
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inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
Payment of the principal of and premium, if any, and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in The City of New York, in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the Company payment of
interest may be made (i) by check mailed to the address of the Person entitled
thereto as such address shall appear in the Securities Register or (ii) by wire
transfer in immediately available funds at such place and to such account as may
be designated by the Person entitled thereto as specified in the Securities
Register.
Reference is hereby made to the further provisions of this Security
summarized on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
Dated: ____________, ___
MIDAMERICAN ENERGY COMPANY
By:____________________
Name:
Title:
Attest:
____________________
CERTIFICATE OF AUTHENTICATION
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Dated:
This is one of the Securities of the series designated therein
referred to in the within mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:___________________________
Authorized Signatory
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FORM OF REVERSE OF SERIES [ ] SECURITY
This Security is one of a duly authorized issue of securities of the
Company, designated as its ____% Deferrable Interest Subordinated Debentures
(herein called the "Securities"), limited in aggregate principal amount to
$__________ issued under an Indenture, dated as of __________, ____,
supplemented by a ______ Supplemental Indenture, dated as of _________, ____,
(herein called the "Indenture"), from the Company to The First National Bank of
Chicago, as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and such supplemental
indenture (the "Supplemental Indenture") reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Trustee, the Company and the Holders of the Securities, and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
The Securities of this series are subject to redemption upon not less
than 30 nor more than 60 days' notice by mail, at any time on or after
__________, ____ as a whole or in part, at the election of the Company, at a
Redemption Price equal to 100% of the principal amount, together in the case of
any such redemption with accrued interest to, but not including, the Redemption
Date, but interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holder of such Security, or one or more
Predecessor Securities, of record at the close of business on the related
Regular Record Date referred to on the face hereof, all as provided in the
Indenture.
The Securities of this series will also be redeemable at the option of
the Company if a Tax Event (as defined in the Supplemental Indenture) shall
occur and be continuing, in whole but not in part, at a redemption price equal
to 100% of the principal amount of the Securities of this series then
Outstanding plus any accrued and unpaid interest, including Additional Interest
Attributable to Taxes, if any, to the redemption date, upon not less than 30 nor
more than 60 days' notice given as provided in the Indenture.
In the event of the redemption of this Security in part only, a new
Security or Securities for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.
The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinated and subject in right of payment to the prior
payment in full of all Senior Indebtedness, and this Security is issued subject
to the provisions of the Indenture with respect thereto. Each Holder of this
Security, by accepting the same, (a) agrees to and shall be bound by
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such provisions, (b) authorizes and directs the Trustee on behalf of such
Holder to take such action as may be necessary or appropriate to acknowledge
or effectuate the subordination so provided and (c) appoints the Trustee the
attorney-in-fact of such Holder for any and all such purposes. Each Holder
hereof, by acceptance hereof, hereby waives all notice of the acceptance of
the subordination provisions contained herein and in the Indenture by each
holder of Senior Indebtedness, whether now outstanding or hereafter incurred,
and waives reliance by each such Holder upon said provisions.
The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Security upon compliance by the Company with certain
conditions set forth in the Indenture.
If an Event of Default with respect to the Securities shall occur and
be continuing, the principal of the Securities may be declared due and payable
in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of all series to be affected. The Indenture also contains
provisions permitting Holders of specified percentages in principal amount of
the Securities of each series at the time Outstanding, on behalf of the Holders
of all Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than a majority in aggregate
principal amount of the Securities of all series at the time Outstanding in
respect of which an Event of Default shall have occurred and be continuing shall
have made written request to the Trustee to institute proceedings in respect of
such Event of Default as Trustee and offered the Trustee reasonable indemnity,
and the Trustee shall not have received from the Holders of a majority in
aggregate principal amount of Securities of all series at the time Outstanding
in respect of which an Event of Default shall have occurred and be continuing a
direction inconsistent with
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such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The
foregoing shall not apply to any suit instituted by the Holder of this
Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.
No reference herein to the Indenture and no provision of this Security
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
Security at the times, place and rate, and in the coin or currency, herein
prescribed.
The Company has the right, at any time during the term of the
Securities of this series, from time to time to extend the interest payment
period thereon for up to 20 consecutive quarters (the "Extension Period") during
which period interest will compound quarterly and the Company shall have the
right to make partial payments of interest on any Interest Payment Date;
provided that no Extension Period may extend beyond the Maturity Date of the
Securities and provided further that the Company shall not defer the interest
payment period with respect to Additional Interest Attributable to Taxes and
shall make payment thereof on the relevant Interest Payment Date. At the end of
the Extension Period, the Company shall pay all interest then accrued and unpaid
thereon (together with additional interest thereon at the rate of __% per annum,
compounded quarterly, to the extent permitted by applicable law). During any
such Extension Period the Company will not, and will not permit any subsidiary
of the Company to, (i) declare or pay any dividends or distributions on, or
redeem, purchase, acquire, or make a liquidation payment with respect to, any of
the Company's outstanding capital stock or (ii) make any payment of principal,
interest or premium, if any, on or repay, repurchase or redeem any debt
securities of the Company (including other Securities) that rank PARI PASSU with
or junior in interest to the Series [ ] Securities or make any guarantee
payments with respect to any guarantee by the Company of the debt securities of
any subsidiary of the Company if such guarantee ranks PARI PASSU or junior in
interest to the Series [ ] Securities (other than (a) dividends or
distributions in common stock of the Company, (b) payments under any Guarantee,
and (c) purchases of common stock related to the issuance of common stock under
any of the Company's benefit plans for its directors, officers or employees).
Prior to the termination of any such Extension Period, the Company may further
extend the interest payment period, PROVIDED that no Extension Period shall
exceed 20 consecutive quarters or extend beyond the Maturity Date of the Series
[ ] Securities. Upon the termination of any Extension Period and upon the
payment of all amounts then due, the Company may select a new Extension Period,
subject to the foregoing requirements. Except for Additional Interest
Attributable to Taxes, no interest shall be due and payable during an Extension
Period, except at the end thereof. Notice of the Company's election of an
Extension Period will be given as provided in or pursuant to the Indenture.
The Securities are issuable only in registered form without coupons in
denominations of $25 and any integral multiple thereof. As provided in the
Indenture and subject
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to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this
series and of like tenor and of authorized denominations, as requested by the
Holder surrendering the same.
As provided in the Indenture, the Company shall not be required to
make transfers or exchanges of Securities of this series for a period of 15 days
immediately preceding the date of the mailing of any notice of redemption of
such Securities and the Company shall not be required to make transfers or
exchanges of any Securities of this series so selected for redemption in whole
or in part (except the unredeemed portion of thereof).
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Trustee and any agent of the company or the Trustee
may treat the Person in whose name this Security is registered as the absolute
owner hereof for all purposes, whether or not this Security be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.
The Company and, by its acceptance of this Security or a beneficial
interest therein, the Holder of, and any Person that acquires a beneficial
interest in, this Security agree that for United States federal, state and local
tax purposes it is intended that this Security constitute indebtedness and agree
to treat this security accordingly for such purposes.
THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.
