EXHIBIT 4.2-A
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HOUSTON LIGHTING & POWER COMPANY
to
THE BANK OF NEW YORK, as Trustee
--------------------------
SUPPLEMENTAL INDENTURE No. 1
Dated as of February 1, 1997
--------------------------
8.125% Junior Subordinated Deferrable Interest Debentures
Series A
$257,732,000
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HOUSTON LIGHTING & POWER COMPANY
SUPPLEMENTAL INDENTURE No. 1
$257,732,000
8.125% Junior Subordinated Deferrable Interest Debentures
Series A
SUPPLEMENTAL INDENTURE No. 1, dated as of February 1, 1997, between HOUSTON
LIGHTING & POWER COMPANY, a Texas corporation (the "Company"), and THE BANK OF
NEW YORK, a New York banking corporation, as Trustee (the "Trustee").
Recitals
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The Company has heretofore executed and delivered to the Trustee a Junior
Subordinated Indenture, dated as of February 1, 1997 (the "Indenture"),
providing for the issuance from time to time of series of the Company's
Securities.
Section 3.1 of the Indenture provides that various matters with respect to
any series of Securities issued under the Indenture may be established in an
indenture supplemental to the Indenture.
Section 9.1(3) of the Indenture provides that the Company and the Trustee
may enter into an indenture supplemental to the Indenture to establish the form
or terms of Securities of any series as permitted by Section 2.1 or 3.1 of the
Indenture.
For and in consideration of the premises and the issuance of the series of
Securities provided for herein, it is mutually covenanted and agreed, for the
equal and proportionate benefit of the Holders of the Securities of such series,
as follows:
ARTICLE 1
Relation to Indenture; Definitions
Section 1.1. This Supplemental Indenture No. 1 constitutes an integral
part of the Indenture.
Section 1.2. For all purposes of this Supplemental Indenture No. 1:
(1) Capitalized terms used herein shall have the meanings specified herein
or in the Indenture or in the Amended and Restated Trust Agreement, dated as of
February 1, 1997, among the Company, as Depositor, The Bank of New York, as
Property Trustee, The Bank of New York (Delaware), as Delaware Trustee, and the
Administrative Trustees named therein, as the case may be.
(2) "Securities Trust" means HL&P Capital Trust I, a statutory business
trust formed by the Company under Delaware law to issue Preference Securities,
the proceeds of which will be used to purchase the Securities.
(3) "Original Issue Date" means February 4, 1997.
(4) All references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this Supplemental
Indenture No. 1; and
(5) The terms "herein", "hereof", "hereunder" and other words of similar
import refer to this Supplemental Indenture No. 1.
ARTICLE 2
The Series of Securities
Section 2.1. Title of the Securities. There shall be a series of
Securities designated the "8.125% Junior Subordinated Deferrable Interest
Debentures, Series A" (the "Series A Securities").
Section 2.2. Limitation on Aggregate Principal Amount; Date of Series A
Securities. The aggregate principal amount of the Series A Securities shall be
limited to $257,732,000; provided, however, that the authorized aggregate
principal amount of the Series A Securities may be increased above such amount
by a Board Resolution to such effect. Each Series A Security shall be dated the
date of its authentication.
Section 2.3. Stated Maturity. The Stated Maturity of the Series A
Securities shall be March 31, 2046; provided, if a Tax Event occurs, then the
Company will have the right (a) prior to the dissolution of the Securities
Trust, to advance the Stated Maturity of the Securities to the minimum extent
required, but not less than 19 and one-half years from the date of the Original
Issue Date, or (b) to dissolve the Securities Trust (if not previously
dissolved) and advance the Stated Maturity of the Securities to the minimum
extent required, but not less than
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19 and one-half years from the date of the Original Issue Date, in each case
such that in the opinion of counsel to the Company, after advancing the Stated
Maturity, interest paid on the Series A Securities will be deductible for
federal income tax purposes.
Section 2.4. Interest and Interest Rates. The rate of interest on each
Series A Security shall be 8.125% per annum, accruing from February 4, 1997 and,
subject to Section 2.5, interest shall be payable, quarterly in arrears, on
March 31, June 30, September 30 and December 31, of each year (each such date,
an "Interest Payment Date"), commencing March 31, 1997. The rate of any
Additional Interest that shall accrue on each Series A Security shall be at the
same rate per annum as the interest rate on such Series A Security, compounded
quarterly. The amount of interest payable for any period 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 a 360-day year
of twelve 30-day months and the number of days elapsed in a partial month. In
the event that any date on which interest is payable on a Series A Security is
not a Business Day, then a payment of the 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 the date such payment was originally payable. The interest
installment so payable, and punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name such Series A
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest installment. In the event
interest payable on any Series A Security is not punctually paid or duly
provided for on any Interest Payment Date, such interest shall forthwith cease
to be payable to the Holder on the applicable Regular Record Date and shall
either (i) be paid to the Person in whose name such Series A Security (or one or
more Predecessor Securities) is registered at the close of business on the
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of the Series A Securities
not less than 10 days prior to such Special Record Date, or (ii) be paid to the
Holder at such time in such lawful manner not inconsistent with the requirements
of any securities exchange, the Nasdaq National Market or other applicable
interdealer quotation system or self-regulatory organization on which the Series
A Securities may be listed, and upon such notice as may be
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required by such exchange or other self-regulatory organization, all as more
fully provided in the Indenture.
Section 2.5. Extension of Interest Payment Period. (a) So long as no
Event of Default has occurred and is continuing, the Company shall have the
right, at any time and from time to time during the term of the Series A
Securities to defer the payment of interest on the Securities for up to 20
consecutive quarterly periods with respect to each Extension Period, during
which Extension Periods the Company shall have the right to make partial
payments of interest on any Interest Payment Date; provided, however, that no
Extension Period may extend beyond the Stated Maturity of the Series A
Securities. At the end of any such Extension Period, the Company shall pay all
interest then accrued and unpaid on the Series A Securities (together with
Additional Interest thereon, if any, to the extent permitted by applicable law);
provided, that during any such Extension Period, the Company will not, (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 capital
stock or (ii) make any payment of principal or of interest or premium, if any,
on or repay, repurchase or redeem any debt securities of the Company that rank
pari passu with or junior in interest to the Series A 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
with or junior in interest to the Series A Securities (other than (a) dividends
or distributions in capital stock of the Company, (b) any declaration of a
dividend under a Rights Plan or in connection with the implementation of a
Rights Plan, the issuance of capital stock of the Company under a Rights Plan or
the redemption or repurchase of any such rights distributed pursuant to a Rights
Plan, (c) payments under the HL&P Guarantee and (d) purchases of Common Stock
related to the issuance of Common Stock or rights under any of the Company's
benefit plans for its directors, officers or employees, related to the issuance
of Common Stock or rights under a dividend reinvestment and stock purchase plan
or related to the issuance of Common Stock (or securities convertible into or
exchangeable for common stock) as consideration in an acquisition transaction
that was entered into prior to the commencement of such Extension Period). Prior
to the termination of any such Extension Period, the Company may further defer
the payment of interest on the Series A Securities, provided that no Extension
Period shall exceed 20 consecutive quarters or extend beyond the Stated Maturity
of the Series A Securities. Upon termination of any such Extension Period and
upon the payment of all interest then accrued and unpaid, including Additional
Interest, if any, then due, the Company may elect to begin a new
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Extension Period, subject to the above requirements. No interest shall be due
and payable during an Extension Period, except at the end thereof. The Company
shall give the Property Trustee, the Administrative Trustees and the Trustee
notice of its election to begin any such Extension Period at least one Business
Day prior to the earliest of (i) the date the Distributions on the Preferred
Securities would have been payable except for the election to begin such
Extension Period, (ii) the date the Administrative Trustees are required to give
notice to any securities exchange, the Nasdaq National Market or other
applicable stock exchange or automated quotation system or to holders of such
Series A Securities of the record date for such Distributions or (iii) the date
such Distributions are payable, but in any event not less than one Business Day
prior to such record date. The Trustee shall promptly give notice of the
Company's election to begin any such Extension Period to the holders of the
outstanding Preferred Securities.
Section 2.6. 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
demands to or upon the Company in respect of the Series A Securities and the
Indenture may be served shall be the Corporate Trust Office of the Trustee.
Section 2.7. Redemption. At any time on or after February 4, 2002 the
Company may, at its option, subject to the terms and conditions of Article XI of
the Indenture, redeem the Series A Securities in whole at any time or in part
from time to time, without premium or penalty, at a redemption price equal to
100% of the principal amount thereof plus the accrued and unpaid interest,
including Additional Interest, if any, to the Redemption Date; provided that in
the event partial redemption of the Series A Securities would result in the
delisting of the Preference Securities issued by the Securities Trust, the
Company may only redeem the Series A Securities in whole.
If a Special Event in respect of the Securities Trust shall occur and be
continuing, the Company may, at its option, redeem the Series A Securities
within 90 days of the occurrence of such Special Event, in whole but not in
part, subject to the provisions of Article XI of the Indenture. The redemption
price for any Series A Security so redeemed shall be equal to 100% of the
principal amount thereof plus accrued and unpaid interest, including Additional
Interest, if any, to the Redemption Date.
Section 2.8. Distribution of Series A Securities. At any time, the
Company may terminate the Securities Trust
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and cause the Series A Securities to be distributed to Holders of the Trust
Securities in liquidation of the Securities Trust.
Section 2.9. Denomination. The Series A Securities shall be in registered
form without coupons and shall be issuable in denominations of $25 and integral
multiples thereof.
Section 2.10. Currency. Principal and interest on the Series A Securities
shall be payable in Dollars.
Section 2.11. Form of Securities. The Series A Securities shall be
substantially in the form attached as Exhibit A hereto.
Section 2.12. Securities Registrar and Paying Agent. The Trustee shall
initially serve as Securities Registrar and Paying Agent.
Section 2.13. Sinking Fund Obligations. The Company has no obligation to
redeem or purchase any Series A 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.
ARTICLE 3
Miscellaneous Provisions
Section 3.1. The Indenture, as supplemented and amended by this
Supplemental Indenture No. 1, is in all respects hereby adopted, ratified and
confirmed.
Section 3.2. This Supplemental Indenture No. 1 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 3.3. THIS SUPPLEMENTAL INDENTURE NO. 1 AND EACH SERIES A 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 Supplemental
Indenture No. 1 to be duly executed, as of the day and year first written above.
HOUSTON LIGHTING & POWER COMPANY
By: /s/ XXXXX XXXXXX
______________________________________
Name: Xxxxx Xxxxxx
Title: Authorized Agent
THE BANK OF NEW YORK,
as Trustee
By: /s/ XXXX X. XXXXX
______________________________________
Name: Xxxx X. Xxxxx
Title: Assistant Vice President
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Exhibit A
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[FORM OF FACE OF SECURITY]
IF THE SECURITY IS TO BE A GLOBAL SECURITY - This Security is a Global
Security within the meaning of the Indenture hereinafter referred to and is
registered in the name of The Depository Trust Company (the "Depository") or a
nominee of the Depository. This Security is exchangeable for Securities
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
Security (other than a transfer of this Security 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 Security is presented by an authorized representative of
The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx) to Houston Lighting &
Power Company 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 inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
HOUSTON LIGHTING & POWER COMPANY
8.125% Junior Subordinated Deferrable Interest Debentures
Series A
No. _______________ $___________
HOUSTON LIGHTING & POWER COMPANY, a corporation organized and existing
under the laws of Texas (hereinafter called 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 March 31, 2046; provided, if a Tax
Event occurs, then the Company will have the right (a) prior to the dissolution
of the Securities Trust, to advance the Stated Maturity of the Securities to the
minimum extent required, but not less than 19 and one-half years from the date
of Original Issue Date, or (b) to dissolve the Securities Trust
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(if not previously dissolved) and advance the Stated Maturity of the Securities
to the minimum extent required, but not less than 19 and one-half years from the
Original Issue Date, in each case such that in the opinion of counsel to the
Company, after advancing the maturity date, interest paid on the Securities will
be deductible for federal income tax purposes. The Company further promises to
pay interest on said principal sum from February 4, 1997 or from the most recent
interest payment date (each such date, an "Interest Payment Date") on which
interest has been paid or duly provided for, quarterly (subject to deferral as
set forth herein) in arrears on March 31, June 30, September 30 and December 31,
of each year, commencing March 31, 1997, at the rate of 8.125% per annum, until
the principal hereof shall have become due and payable, plus Additional
Interest, if any, until the principal hereof is paid or duly provided for or
made available for payment and on any overdue principal and (without duplication
and to the extent that payment of such interest is enforceable under applicable
law) on any overdue installment of interest at the rate of 8.125% per annum,
compounded quarterly. The amount of interest payable for any period will be
computed on the basis of twelve 30-day months and a 360-day year. The amount of
interest payable for any partial period shall be computed on the basis of a 360-
day year of twelve 30-day months and the number of days elapsed in a partial
month. In the event that any date on which interest is payable on this Security
is not a Business Day, then a payment of the 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 the date the payment was originally payable. A "Business
Day" shall mean any day other than (i) a Saturday or Sunday, (ii) a day on which
banking institutions in the City of New York are authorized or required by law
or executive order to remain closed or (iii) a day on which the Corporate Trust
Office of the Trustee or, with respect to the Securities of this series
initially issued to an HL&P Trust, the principal office of the Property Trustee
under the Trust Agreement is closed for business. The interest installment so
payable, 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 this
Security (or one or more Predecessor Securities, as defined in the 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. Any such interest installment not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date and
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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, notice whereof shall be given to Holders of Securities of this series
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, the Nasdaq National Market or other applicable interdealer
quotation system or self-regulatory organization on which the Securities of this
series may be listed or traded, and upon such notice as may be required by such
exchange or other self-regulatory organization, all as more fully provided in
said Indenture.
So long as no Event of Default has occurred and is continuing, the
Company shall have the right at any time during the term of this Security, from
time to time, to defer the payment of interest on such Security for up to 20
consecutive quarterly periods with respect to each deferral period (each an
"Extension Period"), provided, however, that no Extension Period may extend the
Stated Maturity of the Security. During such Extension Periods the Company shall
have the right to make partial payments of interest on any Interest Payment
Date, and at the end of which the Company shall pay all interest then accrued
and unpaid (together with Additional Interest thereon to the extent permitted
by applicable law); provided that during any such Extension Period, the Company
will not (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 capital stock or (ii) make any payment of principal or of interest or
premium, if any, on or repay, repurchase or redeem any debt securities of the
Company that rank pari passu with or junior in interest to this Security 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
with or junior in interest to the Securities (other than (a) dividends or
distributions in capital stock of the Company, (b) any declaration of a dividend
under a Rights Plan in connection with the implementation of a Rights Plan, the
issuance of capital stock of the Company under a Rights Plan or the redemption
or repurchase of any such rights distributed pursuant to a Rights Plan, (c)
payments under any HL&P Guarantee and (d) purchases of Common Stock related to
the issuance of Common Stock or rights under any of the Company's benefit plans
for its directors, officers or employees, related to the issuance of Common
Stock or rights under a dividend reinvestment and stock purchase plan or related
to the issuance of Common Stock (or securities convertible into or exchangeable
for common stock) as consideration in an acquisition transaction that was
entered
A-3
into prior to the commencement of such Extension Period). 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 of this Security. Upon the
termination of any such Extension Period and upon the payment of all accrued and
unpaid interest and any Additional Interest then due, the Company may elect to
begin a new Extension Period, subject to the above requirements. No interest
shall be due and payable during an Extension Period except at the end thereof.
The Company shall give the Property Trustee, the Administrative Trustees and the
Trustee notice of its election to begin an Extension Period at least one
Business Day prior to the earliest of (i) the date the Distributions on the
Preferred Securities would have been payable except for the election to begin
such Extension Period, (ii) the date the Administrative Trustees are required to
give notice to any securities exchange, the Nasdaq National Market or other
applicable stock exchange as automated quotation system or self-regulatory
organization or to holders of such Preferred Securities of the record date for
such Distributions or (iii) the date such Distributions are payable, but in any
event not less than one Business Day prior to such record date.
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 United States, 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 except in the case of a Global Security
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.
The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and subject in right of payments to the prior
payment in full of all Senior Debt, 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 such provisions, (b)
authorizes and directs the Trustee on his behalf to take such actions as may be
necessary or appropriate to effectuate the subordination so provided and (c)
appoints the Trustee his attorney-in-fact for any and all such purposes. Each
Holder hereof, by his acceptance hereof, waives all notice of the acceptance of
the subordination provisions contained herein
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and in the Indenture by each holder of Senior Debt, whether not outstanding or
hereafter incurred, and waives reliance by each such holder upon said
provisions.
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 or
obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
HOUSTON LIGHTING & POWER COMPANY
By: _____________________________________
Authorized Officer
Attest: __________________________
[Secretary]
This is one of the Securities referred to in the within mentioned
Indenture.
THE BANK OF NEW YORK,
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 (hereinafter called the "Securities"), issued and to be issued in one or
more series under a Junior Subordinated Indenture, dated as of February 1, 1997
(herein called the "Indenture"), between the Company and The Bank of New York,
as Trustee (herein called the "Trustee", which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental
thereto 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, limited in aggregate principal
amount to $257,732,000.
All terms used in this Security that are defined in the Indenture or
in the Amended and Restated Trust Agreement, dated as of February 4, 1997 (the
"Trust Agreement"), for the Securities Trust among Houston Lighting & Power
Company, as Depositor, and the Trustees named therein, shall have the meanings
assigned to them in the Indenture or the Trust Agreement, as the case may be.
On or after February 4, 2002, the Company may at any time, at its
option, subject to the terms and conditions of Article XI of the Indenture,
redeem this Security in whole at any time or in part from time to time, without
premium or penalty, at a redemption price equal to 100% of the principal amount
thereof plus the accrued and unpaid interest, including Additional Interest,if
any, to the Redemption Date; provided that in the event partial redemption of
the Securities would result in the delisting of the Preferred Securities issued
by the Securities Trust, the Company may only redeem the Securities in whole.
If a Special Event in respect of the Securities Trust shall occur and
be continuing, the Company may, at its option, redeem this Security within 90
days of the occurrence of such Special Event, in whole but not in part, subject
to the provisions of Article XI of the Indenture. The redemption price for any
Security so redeemed shall be equal to 100% of the principal amount thereof plus
accrued and unpaid interest, including Additional Interest, if any, to the
Redemption Date.
Each Security of this series that shall be subject to a partial
redemption, shall be redeemable only in the amount of $25 or, in the case the
Securities of this Series
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are issued to the Securities Trust, $25, or integral multiples thereof.
In the event of redemption of this Security in part only, a new
Security or Securities of this series for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.
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 and discharge 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 Company and the Trustee at any time to enter into a supplemental indenture
or indentures for the purpose of modifying in any manner the rights and
obligations of the Company and of the Holders of the Securities, with the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series to be affected by such supplemental
indenture. 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 hereof
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, if an
Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if the
Securities of that series are Discount Securities, such portion of the principal
amount as may be specified in the terms of that series) of all the Securities of
that series to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), provided that, in the case of
the
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Securities of a series issued to the Securities Trust, if, upon an Event of
Default, the Trustee or the Holders of not less than 25% in principal amount of
the Outstanding Securities of that series fail to declare the principal amount
(or, if the Securities of that series are Discount Securities, such portion of
the principal amount as may be specified in the terms of that series) of all the
Securities of that series to be immediately due and payable, the holders of at
least 25% in aggregate liquidation amount of the corresponding series of
Preferred Securities then outstanding shall have such right by a notice in
writing to the Company and the Trustee; and upon any such declaration such
principal amount (or specified amount) of and the accrued interest (including
any Additional Interest) on all the Securities of such series shall become
immediately due and payable, provided that the payment of principal and interest
(including any Additional Interest) on such Securities shall remain subordinated
to the extent provided in Article Thirteen of the Indenture.
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 premium, if any) and
interest on this 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 10.2 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 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.
A-9
The Securities of this series are issuable only in registered form
without coupons in denominations of $25 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of such 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 INDENTURE AND THIS SECURITY 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.
A-10
