EXHIBIT 4.1
EXECUTION COPY
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THE ALLSTATE CORPORATION
TO
STATE STREET BANK AND TRUST COMPANY, as Trustee
---------------------------------------------------------------
SEVENTH SUPPLEMENTAL INDENTURE TO
INDENTURE DATED DECEMBER 16, 1997
(SENIOR DEBT SECURITIES)
Dated as of December 3, 2001
---------------------------------------------------------------
5.375% Senior Notes due 2006
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TABLE OF CONTENTS
Page
ARTICLE I
Relation to Indenture; Definitions
Section 1.1. RELATION TO INDENTURE.....................................1
Section 1.2. DEFINITIONS...............................................1
ARTICLE II
The Series of Securities
Section 2.1. TITLE OF THE SECURITIES...................................2
Section 2.2. LIMITATION ON AGGREGATE PRINCIPAL AMOUNT..................2
Section 2.3. PRINCIPAL PAYMENT DATE....................................2
Section 2.4. INTEREST AND INTEREST RATES...............................2
Section 2.5. PLACE OF PAYMENT..........................................3
Section 2.6. REDEMPTION................................................3
Section 2.7. DENOMINATION..............................................5
Section 2.8. CURRENCY..................................................5
Section 2.9. FORM OF SECURITIES........................................5
Section 2.10. SECURITIES REGISTRAR AND PAYING AGENT.....................5
Section 2.11. SINKING FUND OBLIGATIONS..................................5
Section 2.12. DEFEASANCE AND COVENANT DEFEASANCE........................5
Section 2.13. IMMEDIATELY AVAILABLE FUNDS...............................5
ARTICLE III
Expenses
Section 3.1. PAYMENT OF EXPENSES.......................................5
Section 3.2. PAYMENT UPON RESIGNATION OR REMOVAL.......................5
ARTICLE IV
Miscellaneous Provisions
Section 4.1. TRUSTEE NOT RESPONSIBLE FOR RECITALS......................6
Section 4.2. ADOPTION, RATIFICATION AND CONFIRMATION...................6
Section 4.3. COUNTERPARTS..............................................6
Section 4.4. GOVERNING LAW.............................................6
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THE ALLSTATE CORPORATION
SEVENTH SUPPLEMENTAL INDENTURE TO
INDENTURE DATED DECEMBER 16, 1997
(SENIOR DEBT SECURITIES)
$550,000,000
5.375% Senior Notes due 2006
SEVENTH SUPPLEMENTAL INDENTURE, dated as of December 3, 2001, between THE
ALLSTATE CORPORATION, a Delaware corporation (the "Company"), and STATE STREET
BANK AND TRUST COMPANY, a trust company organized under the laws of the
Commonwealth of Massachusetts, as Trustee (the "Trustee").
RECITALS
The Company has heretofore executed and delivered to the Trustee an
Indenture for Senior Debt Securities, dated as of December 16, 1997, as amended
by the Third Supplemental Indenture dated as of July 23, 1999 and the Sixth
Supplemental Indenture dated as of June 12, 2000 (the "Indenture"), providing
for the issuance from time to time of series of the Company's Securities.
Section 301 of the Indenture provides for various matters with respect to
any series of Securities issued under the Indenture to be established in an
indenture supplemental to the Indenture.
Section 901(7) of the Indenture provides for the Company and the Trustee to
enter into an indenture supplemental to the Indenture to establish the form or
terms of Securities of any series as provided by Sections 201 and 301 of the
Indenture.
NOW, THEREFORE, THIS SEVENTH SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the issuance of the series of
Securities provided for herein, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities of such series, as
follows:
ARTICLE I
Relation to Indenture; Definitions
Section 1.1. RELATION TO INDENTURE. This Seventh Supplemental Indenture
constitutes an integral part of the Indenture.
Section 1.2. DEFINITIONS. For all purposes of this Seventh Supplemental
Indenture:
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(a) Capitalized terms used herein without definition shall have the
meanings specified in the Indenture;
(b) All references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this Seventh
Supplemental Indenture; and
(c) The terms "herein," "hereof," "hereunder" and other words of similar
import refer to this Seventh Supplemental Indenture.
ARTICLE II
The Series of Securities
Section 2.1. TITLE OF THE SECURITIES. There shall be a series of Securities
designated the "5.375% Senior Notes due 2006" (the "Securities").
Section 2.2. LIMITATION ON AGGREGATE PRINCIPAL AMOUNT. The aggregate
principal amount of the Securities shall initially be limited to $550,000,000.
The Company may, without the consent of the holders of the Securities, issue
additional Securities having the same interest rate, maturity date and other
terms as described in the related prospectus supplement and prospectus. Any
additional Securities, together with the Securities offered by the related
prospectus supplement, will constitute a single series of Securities under the
Indenture. No additional Securities may be issued if an Event of Default under
the Indenture has occurred and is continuing with respect to the Securities.
Section 2.3. PRINCIPAL PAYMENT DATE. The principal amount of the Securities
outstanding (together with any accrued and unpaid interest) shall be payable in
a single installment on December 1, 2006, which date shall be the Stated
Maturity of the Securities Outstanding.
Section 2.4. INTEREST AND INTEREST RATES. The rate of interest on each
Security shall be 5.375% per annum, accruing from December 3, 2001, 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, payable semiannually in
arrears on June 1 and December 1 of each year commencing June 1, 2002 until the
principal thereof shall have become due and payable, and until the principal
thereof is paid or duly provided for or made available for payment. The amount
of interest payable on any Interest Payment Date shall be computed on the basis
of a 360-day year of twelve 30-day months. The amount of interest payable for
any partial period shall be computed on the basis of the actual number of days
elapsed in a 360-day year of twelve 30-day months. In the event that any date on
which interest is payable on any Security is not a Business Day, then payment of
interest payable on such date will be made on the next succeeding day that is a
Business Day (and without any interest or other payment in respect of any such
delay). A "Business Day" shall mean any day, other than a Saturday or Sunday, on
which banks in the City of New York and Boston, Massachusetts are not required
by law to close. The interest installment so payable in respect of any Security,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the person in whose name such Security (or
one or more Predecessor Securities) is registered at the close of business on
May 15 or November 15 prior to such Interest Payment Date. Any such interest
installment not punctually paid or duly provided for in respect of any Security
shall forthwith cease to be payable to the registered Holder on such Regular
Record Date and may either be paid to the Person in whose name such Security (or
one or more Predecessor Securities) is registered at the
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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 Holders
of this series 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 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 the Indenture.
Section 2.5. PLACE OF PAYMENT. The Place of Payment where the Securities
may be presented or surrendered for payment, where the Securities may be
surrendered for registration of transfer or exchange and where notices and
demand to or upon the Company in respect of the Securities and the Indenture may
be served shall be the Corporate Trust Office of the Trustee.
Section 2.6. REDEMPTION.
(a) The Company may redeem the Securities, in whole or in part, at any time
at a redemption price equal to the greater of (i) 100% of the principal amount
of such securities to be redeemed or (ii) an amount, as determined by an
Independent Investment Banker, equal to the sum of the present values of the
remaining scheduled payments of principal of and interest on the securities to
be redeemed (not including any portion of such payments of interest accrued to
the date of redemption) discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate, plus 15 basis points, plus, in either of the above cases, accrued
and unpaid interest thereon to the redemption date.
(b) For the purposes of this Section 2.6,
"Adjusted Treasury Rate" means, with respect to any redemption date:
- 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)" published by the Board of
Governors of the Federal Reserve System (or any successor publication
which is published weekly by the Board of Governors of the Federal
Reserve System 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 Comparable Treasury Issue. If no maturity is within three
months before or after the Remaining Life, yields for the two
published maturities most closely corresponding to the Comparable
Treasury Issue shall be determined and the Adjusted Treasury Rate
shall be interpolated or extrapolated from such yields on a straight
line basis, rounding to the nearest month; or
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- 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 semiannual 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 Adjusted Treasury Rate shall be calculated on the third business day
preceding the redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the securities to be redeemed that would be used, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such securities ("Remaining Life").
"Comparable Treasury Price" means (i) the average of five Reference
Treasury Dealer Quotations for such redemption date, after excluding the highest
and lowest Reference Treasury Dealer Quotations, or (ii) if the Independent
Investment Banker obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such quotations.
"Independent Investment Banker" means one of the Reference Treasury Dealers
appointed by us.
"Reference Treasury Dealer" means:
- each of Xxxxxxx Xxxxx Xxxxxx Inc., BNY Capital Markets, Inc. and their
respective successors; provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer in New York
City (a "Primary Treasury Dealer"), the Company shall substitute therefor
another Primary Treasury Dealer; and
- any three 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 Independent Investment Banker, 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 Independent Investment Banker at 5:00
p.m., New York City Time, on the third business day preceding such redemption
date.
The Company will mail a notice of redemption at least 30 days but not more
than 60 days before the redemption date to each holder of the securities to be
redeemed. If less than all of the securities are to be redeemed, the trustee
will select, by such method as it will deem fair and appropriate, including pro
rata or by lot, the securities to be redeemed in whole or in part.
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Unless the Company defaults in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the securities or
portions thereof called for redemption.
Section 2.7. DENOMINATION. The Securities of this series shall be issuable
only in registered form without coupons and in denominations of $1,000 and
integral multiples thereof.
Section 2.8. CURRENCY. Principal and interest on the Securities shall be
payable in such coin or currency of the United States of America that at the
time of payment is legal tender for payment of public and private debts.
Section 2.9. FORM OF SECURITIES. The Securities shall be substantially in
the form attached as EXHIBIT A hereto.
Section 2.10. SECURITIES REGISTRAR AND PAYING AGENT. The Trustee shall
serve initially as Securities Registrar and Paying Agent.
Section 2.11. SINKING FUND OBLIGATIONS. The Company has no obligation to
redeem or purchase any Securities pursuant to any sinking fund or analogous
requirement or upon the happening of a specified event or at the option of a
Holder thereof.
Section 2.12. DEFEASANCE AND COVENANT DEFEASANCE. The Company has elected
to have both Section 1302 (relating to defeasance) and Section 1303 (relating to
covenant defeasance) applied to the Securities.
Section 2.13. IMMEDIATELY AVAILABLE FUNDS. All payments of principal and
interest shall be made in immediately available funds.
ARTICLE III
Expenses
Section 3.1. PAYMENT OF EXPENSES. In connection with the offering, sale and
issuance of the Securities, the Company, in its capacity as borrower with
respect to the Securities, shall pay all costs and expenses relating to the
offering, sale and issuance of the Securities, including commissions to the
underwriters payable pursuant to the Underwriting Agreement, dated November 26,
2001, and compensation and expenses of the Trustee under the Indenture in
accordance with the provisions of Section 607 of the Indenture.
Section 3.2. PAYMENT UPON RESIGNATION OR REMOVAL. Upon termination of this
Seventh Supplemental Indenture or the Indenture or the removal or resignation of
the Trustee, unless otherwise stated, the Company shall pay to the Trustee all
amounts accrued to the date of such termination, removal or resignation.
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ARTICLE IV
Miscellaneous Provisions
Section 4.1. 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 Seventh Supplemental
Indenture.
Section 4.2. ADOPTION, RATIFICATION AND CONFIRMATION. The Indenture, as
supplemented and amended by this Seventh Supplemental Indenture, is in all
respects hereby adopted, ratified and confirmed.
Section 4.3. COUNTERPARTS. This Seventh 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.
Section 4.4. GOVERNING LAW. THIS SEVENTH SUPPLEMENTAL INDENTURE AND EACH
SECURITY SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF
NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
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IN WITNESS WHEREOF, the parties hereto have caused this Seventh
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.
THE ALLSTATE CORPORATION
By:___________________________
Name:
Title:
ATTEST:
By:___________________________
Name:
Title:
STATE STREET BANK AND
TRUST COMPANY, as Trustee
By:___________________________
Name:
Title:
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EXHIBIT A
(FORM OF FACE OF SECURITY)
This Security is a Global Security 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 Security is exchangeable for Securities 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
Security (other than a transfer of this Security 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 limited
circumstances.
Unless this Security 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 Security
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.
Certificate No. $____________________
CUSIP No. 020002 AM 3
THE ALLSTATE CORPORATION
5.375% Senior Notes due 2006
THE ALLSTATE CORPORATION, a Delaware corporation (the "Company," which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to CEDE & CO. or registered assigns,
the principal sum of [__________]($[__________]) on December 1, 2006. The
Company further promises to pay interest on said principal sum outstanding from
December 3, 2001, 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, semiannually (subject to deferral as set forth herein) in arrears on June 1
and December 1 of each year commencing June 1, 2002 at the rate of 5.375% per
annum, until the principal hereof shall have become due and payable and, until
the principal hereof is paid or duly provided for or made available for payment.
The amount of interest payable on any Interest Payment Date shall be computed on
the basis of a 360-day year of twelve 30-day months. The amount of interest
payable for any partial period shall be computed on the basis of the number of
actual days elapsed in a 360-day year of twelve 30-day months. In the event that
any date on which interest is payable on this Security is not a Business Day,
then payment of interest payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or other payment
in respect of any such delay). A "Business Day" shall mean any day, other than a
Saturday or Sunday, on which the banks in the City of New York and Boston,
Massachusetts are not required by law to close. The interest installment so
payable, and
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punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the 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
May 15 or November 15 prior to such Interest Payment Date. Any such interest
installment not punctually paid or duly provided for shall forthwith cease to be
payable to the registered 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 to
be fixed by the Trustee for the payment of such Defaulted Interest, notice
whereof shall be given to the Holder of this Security not less than 10 days
prior to such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which this Security 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 Security
shall be payable at the office or agency of the Company maintained for that
purpose in the United States in such coin or currency of the United States of
America that 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 Security Register. Notwithstanding the foregoing, so long
as the Holder of this Security is Cede & Co., the payment of the principal of
(and premium, if any) and interest on this Security will be made at such place
and to such account as may be designated by Cede & Co. All payments of principal
and interest hereunder shall be made in immediately available funds.
Reference is hereby made to the further provisions of this Security set
forth 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 for any
purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be executed.
THE ALLSTATE CORPORATION
By:_______________________________
Name:
Title:
Attest:
By:__________________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.
Dated:
STATE STREET BANK AND TRUST COMPANY,
as Trustee
By:_____________________________
Authorized Signatory
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(FORM OF REVERSE OF SECURITY)
This Security is one of a duly authorized issue of securities of the
Company, designated as its 5.375% Senior Notes due 2006 (herein referred to as
the "Securities"), issued under and pursuant to an Indenture, dated as of
December 16, 1997 between the Company and State Street Bank and Trust Company,
as Trustee (herein called the "Trustee," which term includes any successor
trustee under the Indenture), as amended by the Third Supplemental Indenture
dated as of July 23, 1999 and the Sixth Supplemental Indenture dated as of June
12, 2000 and as supplemented by the Seventh Supplemental Indenture, dated as of
December 3, 2001, between the Company and the Trustee (the Indenture as so
amended and supplemented, 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 Securities, and of the terms
upon which the Securities are, and are to be, authenticated and delivered.
All terms used in this Security that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
The Company may redeem the Securities, in whole or in part, at any time at
a redemption price equal to the greater of (i) 100% of the principal amount of
such securities to be redeemed or (ii) an amount, as determined by an
Independent Investment Banker, the sum of the present values of the remaining
scheduled payments of principal of and interest thereon on the securities to be
redeemed (not including any portion of such payments of interest accrued to the
date of redemption) discounted to the redemption date on a semiannual basis
assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate, plus 15 basis points, plus, in either of the above cases, accrued
and unpaid interest thereon to the redemption date.
"Adjusted Treasury Rate" means, with respect to any redemption date:
- 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)" published by the Board of
Governors of the Federal Reserve System (or any successor publication
which is published weekly by the Board of Governors of the Federal
Reserve System 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 Comparable Treasury Issue. If no maturity is within three
months before or after the Remaining Life, yields for the two
published maturities most closely corresponding to the Comparable
Treasury Issue shall be determined and the Adjusted Treasury Rate
shall be interpolated or extrapolated from such yields on a straight
line basis, rounding to the nearest month; or
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- 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 semiannual 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 Adjusted Treasury Rate shall be calculated on the third business day
preceding the redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the securities to be redeemed that would be used, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such securities ("Remaining Life").
"Comparable Treasury Price" means (i) the average of five Reference
Treasury Dealer Quotations for such redemption date, after excluding the highest
and lowest Reference Treasury Dealer Quotations, or (ii) if the Independent
Investment Banker obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such quotations.
"Independent Investment Banker" means one of the Reference Treasury Dealers
appointed by us.
"Reference Treasury Dealer" means:
- each of Xxxxxxx Xxxxx Xxxxxx Inc., BNY Capital Markets, Inc. and their
respective successors; provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer in New
York City (a "Primary Treasury Dealer"), the Company shall substitute
therefor another Primary Treasury Dealer; and
- any three 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 Independent Investment Banker, 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 Independent Investment Banker at 5:00
p.m., New York City Time, on the third business day preceding such redemption
date.
The Company will mail a notice of redemption at least 30 days but not more
than 60 days before the redemption date to each holder of the securities to be
redeemed. If less than all of the securities are to be redeemed, the trustee
will select, by such method as it will deem fair and appropriate, including pro
rata or by lot, the securities to be redeemed in whole or in part.
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Unless we default in payment of the redemption price, on and after the
redemption date, interest will cease to accrue on the securities or portions
thereof called for redemption.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner, with the effect and subject to the
conditions provided in the Indenture.
The Indenture contains provisions for satisfaction, discharge and
defeasance at any time of the entire indebtedness of this Security upon
compliance by the Company with certain conditions set forth 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 of
each series at the time Outstanding of each 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 therefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security. No
reference herein to the Indenture and no provision of this Security or of the
Indenture (other than Section 1302 and Section 1303 of the Indenture) shall
alter or impair the obligation of the Company to pay the principal and interest
on the Security at the times, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Securities Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company maintained under Section 1002 of the Indenture duly
endorsed by, 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 or her attorney duly authorized in writing, and thereupon
one or more new Securities of this series, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated transferee
or transferees. 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.
Prior to due presentment of this Security for registration of transfer, 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 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.
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This Global Security is exchangeable for Securities in definitive form only
under certain limited circumstances set forth in the Indenture. Securities of
this series so issued are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations herein and therein set forth,
Securities of this series so issued are exchangeable for a like aggregate
principal amount of Securities of this series of a different authorized
denomination, as requested by the Holder surrendering the same.
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.
THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND
THE SECURITIES WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
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