Exhibit 4(i)
AMERICAN ELECTIC POWER COMPANY, INC.
ISSUER
TO
THE BANK OF NEW YORK,
TRUSTEE
---------
SUPPLEMENTAL INDENTURE NO. 1
DATED AS OF _____________________
SUPPLEMENTAL TO THE SUBORDINATED INDENTURE
DATED AS OF ______________________
ESTABLISHING A SERIES OF SECURITIES DESIGNATED
__% SUBORDINATED DEBENTURES, SERIES ___
LIMITED IN AGGREGATE PRINCIPAL AMOUNT TO $___________
SUPPLEMENTAL INDENTURE NO. 1, dated as of ___________________
between AMERICAN ELECTRIC POWER COMPANY, INC., a corporation duly organized and
existing under the laws of the State of New York (herein called the "Company"),
and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (herein
called the "Trustee"), under the Subordinated Indenture dated as of
______________ (hereinafter called the "Original Indenture"), this Supplemental
Indenture No. 1 being supplemental thereto. The Original Indenture and any and
all indentures and instruments supplemental thereto are hereinafter sometimes
collectively called the "Indenture."
RECITALS OF THE COMPANY
The Original Indenture was authorized, executed and delivered
by the Company to provide for the issuance by the Company from time to time of
its Securities (such term and all other capitalized terms used herein without
definition having the meanings assigned to them in the Original Indenture), to
be issued in one or more series as contemplated therein, of the payment of the
principal, premium, if any, and interest, if any, on such Securities.
As contemplated by Sections 301 and 1201(f) of the Original
Indenture, the Company wishes to establish a series of Securities to be
designated "__% Subordinated Debentures, Series ___" to be limited in aggregate
principal amount (except as contemplated in Section 301(b) of the Original
Indenture) to $___________, such series of Securities to be hereinafter
sometimes called "Series No. 1."
[The Company wishes to issue the Securities to _______ (the
"Trust") to evidence loans made to the Company of the proceeds of Preferred
Securities and common beneficial ownership interests in the assets of the Trust
to be issued to the Company ("Common Securities").]
The Company has duly authorized the execution and delivery of
this Supplemental Indenture No. 1 to establish the Securities of Series No. 1
and has duly authorized the issuance of such Securities; and all acts necessary
to make this Supplemental Indenture No. 1 a valid agreement of the Company to
make the Securities of Series No. 1 valid obligations of the Company, have been
performed.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 1 WITNESSETH:
For and in consideration of the premises and of the purchase
of the Securities by the Holders thereof, it is mutually covenanted and agreed,
for the equal and proportionate benefit of all Holders of the Securities of
Series No. 1, as follows:
ARTICLE ONE
FIRST SERIES OF SECURITIES
SECTION 1. There is hereby created a series of Securities
designated "__% Subordinated Debentures, Series ____" and limited in aggregate
principal amount (except as contemplated in Section 301(b) of the Original
Indenture) to $___________. The forms and
terms of the Securities of Series No. 1 shall be established in an Officer's
Certificate of the Company, as contemplated by Section 301 of the Original
Indenture.
SECTION 2. The Company hereby agrees that, if the Company
shall make any deposit of money and/or Eligible Obligations with respect to any
Securities of Series No. 1, or any portion of the principal amount thereof, as
contemplated by Section 701 of the Indenture, the Company shall not deliver an
Officer's Certificate described in clause (z) in the first paragraph of said
Section 701 unless the Company shall also deliver to the Trustee, together with
such Officer's Certificate, either:
(A) an instrument wherein the Company, notwithstanding the
satisfaction and discharge of its indebtedness in respect of such
Securities, shall assume the obligation (which shall be absolute and
unconditional) to irrevocably deposit with the Trustee or Paying Agent
such additional sums of money, if any, or additional Eligible
Obligations (meeting the requirements of Section 701), if any, or any
combination thereof, at such time or times, as shall be necessary,
together with the money and/or Eligible Obligations theretofore so
deposited, to pay when due the principal of and premium, if any, and
interest due and to become due on such Securities or portions thereof,
all in accordance with and subject to the provisions of said Section
701; provided, however, that such instrument may state that the
obligation of the Company to make additional deposits as aforesaid
shall be subject to the delivery to the Company by the Trustee of a
notice asserting the deficiency accompanied by an opinion of an
independent public accountant of nationally recognized standing,
selected by the Trustee, showing the calculation thereof (which opinion
shall be obtained at the expense of the Company); or
(B) an Opinion of Counsel to the effect that the Holders of
such Securities, or portions of the principal amount thereof, will not
recognize income, gain or loss for United States federal income tax
purposes as a result of the satisfaction and discharge of the Company's
indebtedness in respect thereof and will be subject to United States
federal income tax on the same amounts, at the same times and in the
same manner as if such satisfaction and discharge had not been
effected.
[Additional provisions relating to Trust, if
Securities are issued in connection with Preferred Securities]
[Additional provisions relating to Remarketing and
interest rate reset if Securities are issued in connection with Stock Purchase
Units]
ARTICLE TWO
FORM OF SECURITY
[IF THE SERIES __ DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT - This
Debenture is a Global Debenture within the meaning of the Indenture hereinafter
referred to and is registered in the name of a Depository or a nominee of a
Depository. This Debenture is
exchangeable for Debentures registered in the name of a person other than the
Depository or its nominee only in the limited circumstances described in the
Indenture, and no transfer of this Debenture (other than a transfer of this
Debenture as a whole by the Depository to a nominee of the Depository or by a
nominee of the Depository to the Depository or another nominee of the
Depository) may be registered except in limited circumstances.
Unless this Debenture is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the issuer or
its agent for registration of transfer, exchange or payment, and any Debenture
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC and any payment hereon is made
to Cede & Co., or to such other entity as is requested by an authorized
representative of DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
No. ____________ $___________
CUSIP No. ____________
AMERICAN ELECTRIC POWER COMPANY, INC.
__% JUNIOR SUBORDINATED
DEFERRABLE INTEREST DEBENTURE,
SERIES__, DUE ____
AMERICAN ELECTRIC POWER COMPANY, INC., a corporation duly organized and
existing under the laws of the State of New York (herein referred to as the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
______________ or registered assigns, the principal sum of ______________
Dollars on __________, ____, and to pay interest on said principal sum from
__________, ____ or from the most recent interest payment date (each such date,
an "Interest Payment Date") to which interest has been paid or duly provided
for, quarterly (subject to deferral as set forth herein) in arrears on each
March 31, June 30, September 30 and December 31 commencing __________, ____ at
the rate of __% per annum until the principal hereof shall have become due and
payable, and on any overdue principal and premium, if any, 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 same rate per
annum during such overdue period. Interest shall be computed on the basis of a
360-day year of twelve 30-day months. In the event that any date on which
interest is payable on this Debenture is not a business day, then payment of
interest payable on such date will be made on the next succeeding day which is a
business day (and without any interest or other payment in respect of any such
delay), except that, if such business day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding business day, in
each case with the same force and effect as if made on such date. The interest
installment so payable, and punctually paid or duly provided for, on any
Interest Payment Date (other than interest payable on redemption or maturity)
will, as provided in the Indenture, be paid to the person in
whose name this Debenture (or one or more Predecessor Debentures, as defined in
said Indenture) is registered at the close of business on the regular record
date for such interest installment, [which shall be the close of business on the
business day next preceding such Interest Payment Date.] [IF PURSUANT TO THE
PROVISIONS OF SECTION 2.11(C) OF THE INDENTURE THE SERIES __ DEBENTURES ARE NO
LONGER REPRESENTED BY A GLOBAL DEBENTURE - which shall be the close of business
on the March 15, June 15, September 15 or December 15 (whether or not a business
day) next preceding such Interest Payment Date.] Interest payable on redemption
or maturity shall be payable to the person to whom the principal is paid. Any
such interest installment not punctually paid or duly provided for shall
forthwith cease to be payable to the registered holders on such regular record
date, and may be paid to the person in whose name this Debenture (or one or more
Predecessor Debentures) is registered at the close of business on a special
record date to be fixed by the Trustee for the payment of such defaulted
interest, notice whereof shall be given to the registered holders of this series
of Debentures not less than 10 days prior to such special record date, or may be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Debentures may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture. The principal of (and premium, if any) and the
interest on this Debenture shall be payable at the office or agency of the
Company maintained for that purpose, in any coin or currency of the United
States of America which at the time of payment is legal tender for payment of
public and private debts; PROVIDED, HOWEVER, that payment of interest may be
made at the option of the Company by check mailed to the registered holder at
such address as shall appear in the Debenture Register.
Payment of the principal of, premium, if any, and interest on this
Debenture is, to the extent provided in the Indenture, subordinated and subject
in right of payment to the prior payment in full of all Senior Indebtedness, as
defined in the Indenture, and this Debenture is issued subject to the provisions
of the Indenture with respect thereto. Each Holder of this Debenture, by
accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his or her behalf to take such action as
may be necessary or appropriate to acknowledge or effectuate the subordination
so provided and (c) appoints the Trustee his or her attorney-in-fact for any and
all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby
waives all notice of the acceptance of the subordination provisions 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.
This Debenture shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been signed by or on behalf of
the Trustee.
Unless the Certificate of Authentication hereon has been executed by
the Trustee or a duly appointed Authentication Agent referred to on the reverse
side hereof, this Debenture shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
The provisions of this Debenture are continued on the reverse side
hereof and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.
IN WITNESS WHEREOF, the Company has caused this Instrument to be
executed.
Dated ____________________
AMERICAN ELECTRIC POWER COMPANY, INC.
By
---------------------------
Attest:
By
---------------------------
(FORM OF CERTIFICATE OF AUTHENTICATION)
CERTIFICATE OF AUTHENTICATION
This is one of the Debentures of the series of Debentures described in
the within-mentioned Indenture.
THE BANK OF NEW YORK
as Trustee or as Authentication Agent
By
---------------------------
Authorized Signatory
(FORM OF REVERSE OF DEBENTURE)
This Debenture is one of a duly authorized series of Debentures of the
Company (herein sometimes referred to as the "Debentures"), specified in the
Indenture, all issued or to be issued in one or more series under and pursuant
to an Indenture dated as of __________, ____ duly executed and delivered between
the Company and The Bank of New York, a national banking association organized
and existing under the laws of the United States, as Trustee (herein referred to
as the "Trustee"), as supplemented by the First Supplemental Indenture dated as
of __________, ____ between the Company and the Trustee (said Indenture as so
supplemented being hereinafter referred to as the "Indenture"), to which
Indenture and all indentures supplemental thereto reference is
hereby made for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and the holders of
the Debentures. By the terms of the Indenture, the Debentures are issuable in
series which may vary as to amount, date of maturity, rate of interest and in
other respects as in the Indenture provided. This series of Debentures is
limited in aggregate principal amount as specified in said First Supplemental
Indenture.
Subject to the terms of Article Three of the Indenture, the Company
shall have the right to redeem this Debenture at the option of the Company,
without premium or penalty, in whole or in part at any time on or after
__________, ____ (an "Optional Redemption"), at a redemption price equal to 100%
of the principal amount plus any accrued but unpaid interest to the date of such
redemption (the "Optional Redemption Price"). Any redemption pursuant to this
paragraph will be made upon not less than 30 nor more than 60 days' notice, at
the Optional Redemption Price. If the Debentures are only partially redeemed by
the Company pursuant to an Optional Redemption, the Debentures will be redeemed
pro rata or by lot or by any other method utilized by the Trustee; provided that
if at the time of redemption, the Debentures are registered as a Global
Debenture, the Depository shall determine by lot the principal amount of such
Debentures held by each Debentureholder to be redeemed.
In the event of redemption of this Debenture in part only, a new
Debenture or Debentures of this series for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.
In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Debentures may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.
The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Debenture upon compliance by the Company with
certain conditions set forth therein.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Debentures of each series affected at the time
outstanding, as defined in the Indenture, to execute supplemental indentures for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Debentures; provided,
however, that no such supplemental indenture shall (i) extend the fixed maturity
of any Debentures of any series, or reduce the principal amount thereof, or
reduce the rate or extend the time of payment of interest thereon, or reduce any
premium payable upon the redemption thereof, without the consent of the holder
of each Debenture so affected or (ii) reduce the aforesaid percentage of
Debentures, the holders of which are required to consent to any such
supplemental indenture, without the consent of the holders of each Debenture
then outstanding and affected thereby. The Indenture also contains provisions
permitting the Holders of a majority in aggregate principal amount of the
Debentures of all series at the time outstanding affected thereby, on behalf of
the Holders of the Debentures of such series, to waive any past default in the
performance of any of the covenants contained in the Indenture, or established
pursuant to the Indenture with respect to such series, and its consequences,
except a
default in the payment of the principal of or premium, if any, or interest on
any of the Debentures of such series. Any such consent or waiver by the
registered Holder of this Debenture (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such Holder and upon all future
Holders and owners of this Debenture and of any Debenture issued in exchange
herefor or in place hereof (whether by registration of transfer or otherwise),
irrespective of whether or not any notation of such consent or waiver is made
upon this Debenture.
No reference herein to the Indenture and no provision of this Debenture
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and premium, if any, and
interest on this Debenture at the time and place and at the rate and in the
money herein prescribed.
The Company shall have the right at any time during the term of the
Debentures, from time to time to extend the interest payment period of such
Debentures for up to 20 consecutive quarters (the "Extended Interest Payment
Period"), at the end of which period the Company shall pay all interest then
accrued and unpaid (together with interest thereon compounded quarterly at the
rate specified for the Debentures to the extent that payment of such interest is
enforceable under applicable law); provided that, during such Extended Interest
Payment Period the Company shall not declare or pay any dividend on, or
purchase, acquire or make a liquidation payment with respect to, any of its
capital stock, or make any guarantee payments with respect thereto. Prior to the
termination of any such Extended Interest Payment Period, the Company may
further extend such Extended Interest Payment Period, provided that such Period
together with all such previous and further extensions thereof shall not exceed
20 consecutive quarters or extend beyond the maturity of the Debentures. At the
termination of any such Extended Interest Payment Period and upon the payment of
all accrued and unpaid interest and any additional amounts then due, the Company
may select a new Extended Interest Payment Period.
As provided in the Indenture and subject to certain limitations therein
set forth, this Debenture is transferable by the registered holder hereof on the
Debenture Register of the Company, upon surrender of this Debenture for
registration of transfer at the office or agency of the Company accompanied by a
written instrument or instruments of transfer in form satisfactory to the
Company or the Trustee duly executed by the registered Holder hereof or his or
her attorney duly authorized in writing, and thereupon one or more new
Debentures of authorized denominations and for the same aggregate principal
amount and series will be issued to the designated transferee or transferees. No
service charge will be made for any such transfer, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in relation thereto.
Prior to due presentment for registration of transfer of this
Debenture, the Company, the Trustee, any paying agent and any Debenture
Registrar may deem and treat the registered Holder hereof as the absolute owner
hereof (whether or not this Debenture shall be overdue and notwithstanding any
notice of ownership or writing hereon made by anyone other than the Debenture
Registrar) for the purpose of receiving payment of or on account of the
principal hereof and premium, if any, and interest due hereon and for all other
purposes, and neither the Company nor the Trustee nor any paying agent nor any
Debenture Registrar shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of or the
interest on this Debenture, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any
incorporator, stockholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly
waived and released.
[The Debentures of this series are issuable only in registered form
without coupons in denominations of $25 and any integral multiple thereof.]
[This Global Debenture is exchangeable for Debentures in definitive form only
under certain limited circumstances set forth in the Indenture. Debentures of
this series so issued 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 [herein and] therein set forth,
Debentures of this series [so issued] are exchangeable for a like aggregate
principal amount of Debentures of this series of a different authorized
denomination, as requested by the Holder surrendering the same.
All terms used in this Debenture which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
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(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
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ASSIGNEE) the within Debenture and all rights thereunder, hereby
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irrevocably constituting and appointing such person attorney to
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transfer such Debenture on the books of the Issuer, with full
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power of substitution in the premises.
Dated:
------------------------- ----------------------------
NOTICE: The signature to this assignment must correspond with the name
as written upon the face of the within Debenture in every
particular, without alteration or enlargement or any change
whatever and NOTICE: Signature(s) must be guaranteed by a
financial institution that is a member of the Securities
Transfer Agents Medallion Program ("STAMP"), the Stock
Exchange Medallion Program ("SEMP") or the New York Stock
Exchange, Inc. Medallion Signature Program ("MSP").
ARTICLE THREE
[PAYMENT OF TRUST COSTS AND EXPENSES]
[SECTION 1. In connection with the issuance of the Securities
to the Trust, and the loan of the proceeds of the Preferred Securities and
Common Securities to the Company, the Company hereby covenants to pay to the
Trust, and reimburse the Trust for, the full amount of any costs, expenses or
liabilities of the Trust (other than obligations of the Trust to pay the Holders
of any Preferred Securities or Common Securities) including, without limitation,
any taxes, duties or other governmental charges of whatever nature (other than
withholding taxes) imposed on the Trust by the United States or any taxing
authority. Such payment obligation includes any such costs, expenses or
liabilities of the Trust that are required by applicable law to be satisfied in
connection with a termination of the Trust. The obligations of the Company to
pay all debts, obligations, costs and expenses of the Trust (other than with
respect to amounts owing under the Common Securities and the Preferred
Securities) shall survive the satisfaction and discharge of the Indenture.]
ARTICLE FOUR
MISCELLANEOUS PROVISIONS
SECTION 1. This Supplemental Indenture No. 1 is a supplement
to the Original Indenture. As supplemented by this Supplemental Indenture No. 1,
the Indenture is in all respects ratified, approved and confirmed, and the
Original Indenture and this Supplemental Indenture No. 1 shall together
constitute one and the same instrument.
SECTION 2. The recitals contained in this Supplemental
Indenture No. 1 shall be taken as the statements of the Company and the Trustee
assumes no responsibility for their correctness and makes no representations as
to the validity or sufficiency of this Supplemental Indenture No. 1.
SECTION 3. This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture No. 1 to be duly executed, and their respective corporate
seals to be hereunto affixed and attested, all as of the day and year first
written above.
AMERICAN ELECTRIC POWER COMPANY, INC.
By:
Name:
Title:
[SEAL]
ATTEST:
THE BANK OF NEW YORK,
as Trustee
By:
Name:
Title:
[SEAL]
ATTEST:
10
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 101. DEFINITIONS.
For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:
(a) the terms defined in this Article have the
meanings assigned to them in this Article and include the
plural as well as the singular;
(b) all terms used herein which are defined in the
Trust Indenture Act, either directly or by reference therein,
have the meanings assigned to them therein;
(c) all accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with
generally accepted accounting principles in the United States
of America, and, except as otherwise herein expressly
provided, the term "generally accepted accounting principles"
with respect to any computation required or permitted
hereunder shall mean such accounting principles as are
generally accepted in the United States of America at the date
of such computation;
(d) any reference to an "Article" or a "Section"
refers to an Article or a Section, as the case may be, of this
Indenture; and
(e) the words "herein", "hereof" and "hereunder" and
other words of similar import refer to this Indenture as a
whole and not to any particular Article, Section or other
subdivision.
Certain terms, used principally in Article Nine, are defined
in that Article.
"ACT", when used with respect to any Holder of a Security, has
the meaning specified in Section 104.
["ADDITIONAL INTEREST" has the meaning specified in Section
313.]
"AFFILIATE" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"CONTROL" when used with respect to any specified Person means the power to
direct generally the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "CONTROLLING" and "CONTROLLED" have meanings
correlative to the foregoing.
"AUTHENTICATING AGENT" means any Person or Persons authorized
by the Trustee to act on behalf of the Trustee to authenticate the Securities of
one or more series.
"AUTHORIZED OFFICER" means the Chairman of the Board, the
President, any Vice President, the Treasurer, or any other Person duly
authorized by the Company, as the case requires, to act in respect of matters
relating to this Indenture.
"BOARD OF DIRECTORS" means either the board of directors of
the Company, as the case requires, or any committee of that board duly
authorized to act in respect of matters relating to this Indenture.
"BOARD RESOLUTION" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company, as the case requires, to
have been duly adopted by the Board of Directors of the Company, as the case
requires, and to be in full force and effect on the date of such certification,
and delivered to the Trustee.
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